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/raid1/www/Hosts/bankrupt/TCR_Public/140402.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 2, 2014, Vol. 18, No. 91 Headlines ABLEST INC: Select Staffing Files Prepack Debt Swap with Lenders ADAMIS PHARMACEUTICALS: To Issue 1 Million Shares Under Plan ALBERTSON'S LLC: S&P Puts 'B' CCR on CreditWatch Developing ALLIED NEVADA: S&P Lowers CCR to 'CCC+' on Liquidity Concerns ALL AMERICAN PET: Incurs $4.4 Million Loss in Sept. 30 Quarter ALM MEDIA: Owner Said to Put American Lawyer Publisher Up for Sale AMERICAN SEAFOODS: Moody's Lowers Corp. Family Rating to 'Caa1' APPLIED MINERALS: Reports $13 Million 2013 Net Loss ARCHDIOCESE OF MILWAUKEE: To Pay $67,000 to Abuse Survivors ARTESYN TECHNOLOGIES: S&P Lowers CCR to 'B-' on Business Declines ATLANTIC COAST: Incurs $11.4 Million Net Loss in 2013 AUTO ORANGE: April 17 Hearing on Bid for Exclusivity Extension AVAGO TECHNOLOGIES: S&P Lowers CCR to 'BB+' & Removes From Watch BERNARD L. MADOFF: Customers' JPMorgan Class Settlement Approved BERRY PLASTICS: Transaction with Rexam No Impact on Moody's B2 CFR BOMBARDIER INC: Moody's Rates Proposed Sr. Unsecured Notes 'Ba3' BOMBARDIER INC: S&P Rates $1.8-Bil. Senior Unsecured Notes 'BB-' BONDS.COM GROUP: Daher Investors OK Merger Pact with MTS CAESARS ENTERTAINMENT: Widens Net Loss to $2.9-Bil. in 2013 CAESARS GROWTH: S&P Assigns B- CCR & Rates $1.325BB Facility B+ CALMENA ENERGY: Enters Into Forbearance Agreement with Sr. Lender CARINO COMPANY: HIS/Canada Director Responds to Possible Bailout CCS MEDICAL: S&P Lowers CCR to 'CCC' on Weak Liquidity CHAMPION INDUSTRIES: Incurs $630,000 Net Loss in Fourth Quarter CIRCLE STAR: Reports $1.5 Million Net Income in Jan. 31 Quarter COLOR STAR: Regions Bank Wants Relief From Automatic Stay COMMUNITY HEALTH: Enters Into Amendments to Securitization Program COMSTOCK MINING: Reports $25.4 Million 2013 Loss CONSTAR INTERNATIONAL: Creditors, Lenders Ink Deal CORE ENTERTAINMENT: S&P Puts 'B' CCR on CreditWatch Negative CUBIC ENERGY: Amends Various Regulatory Filings with SEC CUI GLOBAL: Delays Form 10-K for 2013 CUMULUS MEDIA: Posts $165.4 Million Net Income in 2013 DOLAN COMPANY: Joint Disclosure Statement & Plan Hearing on May 1 DOLAN COMPANY: Has Interim Approval to Tap $4.5MM in DIP Loans DOLAN COMPANY: Schedules Filing Date Extended to May 22 DETROIT, MI: Emergency Manager Says Creditor Support Is Mounting DETROIT, MI: Files Amended Plan & Disclosure Statement DETROIT, MI: Proposes Reducing Payouts DOWNTOWN PHOENIX: S&P Revises Outlook & Affirms 'BB+' Rating DTS8 COFFEE: Incurs $591,000 Net Loss in Jan. 31 Quarter EASTERN HILLS: Chapter 11 Trustee Seeks Approval of Asset Sale EDGENET INC: Wants Former Owners' Committee Disbanded EMPIRE RESORTS: Appoints Edmund Marinucci as Director EMPIRE TODAY: S&P Affirms 'B-' CCR & Revises Outlook to Stable ENDEAVOUR INTERNATIONAL: Moody's Hikes Corp. Family Rating to Caa2 ENDEAVOUR INTERNATIONAL: Incurs $97 Million Net Loss in 2013 ENERGY FUTURE: Discussions on Restructuring Alternatives Ongoing ENERGY FUTURE: Skips Interest Payment, Late in Filing 10-K ESTATE FINANCIAL: 9th Circ. Revives Bryan Cave Malpractice Suits EVERYWARE GLOBAL: Not in Compliance with Leverage Ratio Req't EXGEN RENEWABLES: S&P Assigns 'BB-' Rating to $300MM Sr. Facility EXTERRAN PARTNERS: Moody's Rates $300MM Sr. Unsecured Notes 'B1' EXTERRAN PARTNERS: S&P Raises CCR to 'B+' on Improved Performance F&H ACQUISITION: AmREIT Executes Lease Amendment with Champps FERRO CORP: S&P Revises Outlook to Stable & Affirms 'B+' CCR FINJAN HOLDINGS: Incurs $6 Million Net Loss in 2013 FINJAN HOLDINGS: Unit Files Infringement Suit Against Sophos FIRST SECURITY: Incurs $13.4 Million Net Loss in 2013 FISKER AUTOMOTIVE: Wants Plan Exclusivity Period Extended to July FISKER AUTOMOTIVE: Panel Hires 284 Partners as Valuation Expert FLINTKOTE COMPANY: Seeks 5-Month Extension of Exclusive Periods GENERAL MOTORS: Senator Pushes DOJ to Set Up Fund For Victims GENERAL MOTORS: Barra Says Failure to Fix Switch 'Very Disturbing' GLOBAL AVIATION: Bid Submission Deadline Extended to April 23 GLOBAL GEOPHYSICAL: S&P Lowers CCR to 'D' on Chapter 11 Filing GREAT ATLANTIC: S&P Revises Outlook & Affirms 'CCC' CCR GREAT PLAINS: S&P Lowers LT Rating to 'BB' on Operating Losses GULFPORT ENERGY: S&P Puts 'CCC+' Rating on CreditWatch Positive HAMPTON ROADS: Posts $4.1 Million 2013 Net Income HERCULES, CA: Must Extend Tender to Avoid Bond Default HORIZON LINES: Peter Troob Holds 8.5% of Class A Shares HOT DOG ON A STICK: Yoachums & Witczaks Permit Limited Cash Use HOT DOG ON A STICK: May Dispose Of Oregon Store Property HOT DOG ON A STICK: Can Use Torrey Pines Cash Through May 31 HULDRA SILVER: Enters Into Due Diligence Agreement Ximen IDERA PHARMACEUTICALS: Appoints Two Directors to Board HYDROCARB ENERGY: Delays Form 10-Q for Jan. 31 Quarter INTERLEUKIN GENETICS: James Weaver Quits as Director INTERPUBLIC GROUP: S&P Rates $350MM Sr. Unsecured Notes 'BB+' JACKSONVILLE BANCORP: Endeavour Stake at 9.9% as of Feb. 14 JACKSONVILLE BANCORP: Reports $32.4 Million 2013 Net Loss JAMES RIVER: Delays Form 10-K for 2013 Over Strategic Review KATE SPADE: S&P Affirms 'B' CCR & Rates $400MM Sr. Sec. Loan 'B' KIRCH MEDIA: Law Firms Raided Over Work on Deutsche Bank Case LEE ENTERPRISES: Completes Refinancing of $800-Mil. Debt LEVEL 3: Subsidiary Guarantees 2021 Notes LIBBEY INC: S&P Raises CCR to 'BB-' on Expected Debt Prepayment LIGHTSQUARED INC: Says Dish Chair Withheld Key Docs in Debt Row LIGHTSQUARED INC: Closing Arguments Set for May 5 and 6 LIGHTSQUARED INC: Credit Suisse, JPMorgan 'Confident' About Loan MARTIFER SOLAR: Fox Rothschild Approved as Bankruptcy Counsel MARTIFER SOLAR: Peter Kravitz Appointed as Independent Director MARTIFER SOLAR: Wolf Rifkin Okayed as Calif. Litigation Counsel MARTIFER SOLAR: Cathay Bank Sues Over Loan Obligations MASHANTUCKET PEQUOT: S&P Assigns 'CCC+' ICR; Outlook Negative MCCLATCHY CO: S&P Affirms 'B-' CCR & Revises Outlook to Stable MDC PARTNERS: S&P Retains 'B-' Unsecured Notes Rating After Add-On MEN'S WEARHOUSE: S&P Assigns 'B+' CCR & Rates $1.1-Bil. Loan 'B+' MEN'S WEARHOUSE: Moody's Assigns 'Ba3' Corporate Family Rating MF GLOBAL: Corzine, Former Execs Can't Escape Trustee Suit MIDTOWN SCOUTS: Court Extends Plan Exclusivity Period to May 13 MILLENNIUM LABORATORIES: S&P Assigns B+ CCR & Rates $1.8BB Debt B+ MILLENNIUM LABORATORIES: Moody's Assigns 'B1' Corp. Family Rating MINERALS TECHNOLOGIES: Moody's Assigns 'Ba3' Corp. Family Rating MINERALS TECHNOLOGIES: S&P Assigns Preliminary 'BB-' CCR MMODAL INC: Taps Klestadt & Winters as Conflicts Counsel MMODAL INC: Seeks to Hire Lazard as Investment Banker MMODAL INC: Seeks to Employ Prime Clerk as Administrative Advisor MONTREAL MAINE: Suits Moving from Illinois to Maine MOUNTAIN PROVINCE: Hikes Public Offering to C$17.8 Million MSI CORPORATION: Hires Logue Law to Prosecute Derailment Claims MUNICIPAL MORTGAGE: Chairman & Two Other Directors Retire MUSCLEPHARM CORP: Amends Report on BioZone Acquisition NAVISTAR INTERNATIONAL: Inks 3rd Amendment to 2012 NPA NEW LEAF: H J & Associates Replaces EisnerAmper as Accountants NEOMEDIA TECHNOLOGIES: Widens Net Loss to $214 Million in 2013 NEWLEAD HOLDINGS: Issues Add'l 2.1-Mil. Settlement Shares to MGP NIELSEN HOLDINGS: S&P Revises Outlook to Pos. & Affirms 'BB' CCR PETTERS GROUP: Court Allows Use of $1.3 Million Cash Collateral PLY GEM HOLDINGS: Incurs $79.5 Million Net Loss in 2013 PLYMOUTH OIL: Plymouth Energy Seeks Chapter 7 Conversion PORTER BANCORP: Reports $3.4 Million 2013 Net Loss QUANTUM FUEL: Reports $23 Million 2013 Net Loss QUARTZ HILL: Colorado Creditors Want Case Dismissed QUICKSILVER RESOURCES: Incurs $32 Million Net Loss in Q4 QUICKSILVER RESOURCES: Swings to $161.6-Mil. Net Income in 2013 RES-CARE INC: Moody's Rates Proposed Debt Facilities 'Ba2' RESPONSE BIOMEDICAL: Incurs $6 Million Net Loss in 2013 REVOLUTION DAIRY: Seeks Final Decrees Closing Ch.11 Cases RYNARD PROPERTIES: Wants to Use Fannie Mae's Cash Collateral RYNARD PROPERTIES: Files Schedules of Assets and Liabilities SAGITTARIUS RESTAURANTS: S&P Affirms 'B' CCR; Outlook Stable SANTA FE GOLD: Tyhee Issues Notice of Bridge Loan Default SEARS HOLDINGS: To Spin-Off Land's End Business SSH HOLDINGS: S&P Puts 'B' CCR on CreditWatch Negative SUN BANCORP: Files Form 10-K, Had $10 Million Loss in 2013 TAMPA WAREHOUSE: Regions Bank Wants Case Converted or Dismissed TELX GROUP: S&P Rates New 1st Lien Secured Credit Facilities 'B-' THOMPSON CREEK: To Offer $1 Billion Worth of Securities TOWER INTERNATIONAL: S&P Raises CCR to 'BB-'; Stable Outlook UTSTARCOM INC: Himanshu Shah Stake at 25.9% as of March 11 VAIL LAKE: Hearing on Case Dismissal Bid Moved to June 26 VAIL LAKE: Has 2nd Stipulation to Use Cash Collateral VCW ENTERPRISES: UST Seeks Conversion or Dismissal VIASYSTEMS GROUP: S&P Cuts CCR to 'B+' on Slow Recovery From Fire VIGGLE INC: Amends Term Loan Agreement with Deutsche Bank VIGGLE INC: Amends Form S-1 Registration Statement VITERA HEALTHCARE: S&P Lowers CCR to 'B-'; Stable Outlook WALL STREET SYSTEMS: Moody's Rates New $485MM 1st Lien Debt 'B3' WAVE SYSTEMS: Trims 2013 Net Loss to $20.3 Million WILLOW CREEK: Court Grants Motion to Dismiss Ch.11 Case WPCS INTERNATIONAL: Incurs $3.5MM Loss in Jan. 31 Quarter YARWAY CORP: Seeks Aug. 15 Extension of Plan Exclusivity YRC WORLDWIDE: Authorized Common Shares Hiked to 95 Million YRC WORLDWIDE: Solus Alternative Stake at 8.9% as of March 14 * Court Reverses Ruling on Swipe Fees in Favor of Banks * Courts in Same State Disagree on Discharging Taxes * Ill. Court Revives Insurer's Fight With Bankrupt Contractor * Individual Keeps Bonus on Conversion to Chapter 7 * Individuals Can Keep Earned-Income Tax Credit * Judge Tentatively Rules S&P Must Face Deception Claims * Credit Suisse to Pay $885 Million to Settle FHFA Lawsuits * Foundering Retailers Drag Malls Into A Failure Vortex * No Increase in Number of Low-Rated Junk Companies * Christian Bartholomew Joins Jenner & Block DC Office as Partner * William Strong Joins Longford Capital's Litigation Finance Co. ********* ABLEST INC: Select Staffing Files Prepack Debt Swap with Lenders ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Koosharem LLC, a staffing-services provider known as the Select Family of Staffing Companies, filed a petition for Chapter 11 reorganization on April 1 in Delaware already accepted by the two classes of affected secured creditors. The reorganization will reduce secured debt from $651 million to $350 million, the report said, citing a court filing. The Santa Barbara, California-based company blamed bankruptcy partly on the recession that reduced business and a $50.8 million judgment in favor of the California State Compensation Fund arising from improper calculation of unemployment insurance premiums, the report related. Koosharem owes $492 million on a first-lien revolving credit and term loan with Bank of the West as agent, the report further related. There is $159 million outstanding on a second-lien term loan with Wilmington Trust NA as agent. Holders of the first-lien credit voted by required majorities in favor of the plan while second-lien creditors were unanimous in support. The second-lien debt has been in default since July 2011, according to the report. Default on the first lien occurred in 2013. The case is In re Ablest Inc., 14-bk-10717, U.S. Bankruptcy Court, District of Delaware (Wilmington). ADAMIS PHARMACEUTICALS: To Issue 1 Million Shares Under Plan ------------------------------------------------------------ Adamis Pharmaceuticals Corporation filed a Form S-8 registration statement to register 1,073,977 additional shares of common stock to be issued under the 2009 Equity Incentive Plan. The proposed maximum aggregate offering price is $6.74 milion. A copy of the Form S-8 prospectus is available for free at http://is.gd/X1IfTU 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. 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. ALBERTSON'S LLC: S&P Puts 'B' CCR on CreditWatch Developing ----------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Boise, Idaho-based Albertson's LLC on CreditWatch with developing implications. S&P also placed its 'BB-' issue-level rating on the company's senior secured debt on CreditWatch with developing implications. "The CreditWatch listing reflects our belief that the transaction could have both positive and negative impacts on the credit quality of Albertson's," said Standard & Poor's credit analyst Charles Pinson-Rose. "We expect substantial cost saving opportunities as a result of the potential integration, which could turn into meaningful profit growth and cash flow for the combined company, and improve the combined company's position within the supermarket industry. On the other hand, there will likely be considerable store divestitures leading to lost profits and possible legacy liabilities, which could have a negative effect." Upon getting the precise terms of the transaction's financing and meeting with management regarding operating strategies, potential cost synergies, integration costs, and other matters germane to the merger, S&P will resolve the CreditWatch. If S&P determines that a rating action on Albertson's LLC is necessary, it may do so prior to the closing if it believes there are no material obstacles to the deal getting done, and may do so as soon as S&P has information about the financing of the transaction. However, S&P would expect any positive or negative rating action to be limited to one notch, and an affirmation of the current corporate credit rating is a distinct possibility. S&P also expects that the ratings on Albertson's and Safeway will be equal after the transaction is completed, but if the deal is structured such that the entities have distinct debt obligations and S&P views each entity as strategically unique, there could be a ratings differential. If the transaction is not completed for any reason, S&P would likely resolve the CreditWatch shortly after any termination of the merger. If entities affiliated with Albertson's terminate the agreement and are liable for the stipulated break-up fee, and if they fund any or all of the break-up fee with additional debt or available liquidity sources, S&P could lower its ratings on Albertson's. However, if the agreement is terminated and Albertson's or any affiliated entities are not responsible for breakup fees, a rating action is unlikely. ALLIED NEVADA: S&P Lowers CCR to 'CCC+' on Liquidity Concerns ------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Reno, Nevada-based Allied Nevada to 'CCC+' from 'B'. The outlook is negative. S&P also lowered the rating on the company's senior unsecured notes to 'CCC+' from 'B-'. Due largely to the downsized revolving credit facility, S&P is revising the recovery rating to '4' from '5', indicating its expectation of average (30% to 50%) recovery in the event of a payment default. "With a 'CCC+' rating, Allied Nevada is currently vulnerable and dependent on favorable operating conditions to meet its financial commitments," said Standard & Poor's credit analyst Chiza Vitta. "The negative outlook indicates that although we have identified the possibility of a liquidity-induced default scenario within the next year, we do not believe that the likelihood of that occurrence is high enough to warrant a lower rating at this time, given our view that the company has the flexibility to avert a near-term crisis by upsizing its revolving credit facility or selling assets." S&P could downgrade the company if it fails to shore up liquidity within the next couple of quarters, or breaches any debt covenants. S&P will also monitors whether cash flow from operations and interest coverage measures are deteriorating. These outcomes could be the result of missing production targets or worse-than-expected results from ongoing capital raising efforts. S&P could raise the rating once leverage falls and is expected to stay below 5x. This would likely be predicated on a combination of higher and relatively steady gold and silver prices, meeting growing production targets, "adequate" liquidity, and a level of profitability such that the company can resume funding its previously planned growth initiatives. ALL AMERICAN PET: Incurs $4.4 Million Loss in Sept. 30 Quarter -------------------------------------------------------------- All American PET Company, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.39 million on $84,963 of net sales for the three months ended Sept. 30, 2013, as compared with a net loss of $754,916 on $5,955 of net sales for the same period in 2012. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $5.96 million on $198,454 of net sales as compared with a net loss of $1.60 million on $16,885 of net sales for the nine months ended Sept. 30, 2012. As of Sept. 30, 2013, showed $477,323 in total assets, $5.84 million in total liabilities and a $5.36 millio total stockholders' deficit. "[T]he Company has incurred consistent losses and has limited liquid assets, significant past due debts, and a substantial stockholders' deficit. These conditions, among others, raise substantial doubt as to the Company's ability to continue as a going concern," the Company said in the Quarterly Report. A copy of the Form 10-Q is available for free at: http://is.gd/FNpmHp About All American Pet Los Angeles-based All American Pet Company, Inc., develops and markets innovative first-to-market pet wellness products including super-premium dog food bars, dog food snacks and antibacterial paw wipes. ALM MEDIA: Owner Said to Put American Lawyer Publisher Up for Sale ------------------------------------------------------------------ Michael J. De La Merced, writing for The New York Times' DealBook, reported that the owner of American Lawyer, one of the mainstay magazines for the legal industry, has put the magazine's publisher up for sale, a person briefed on the matter said on April 1. According to the report, the firm, Apax Partners, has hired Jefferies to oversee a potential sale of ALM Media, this person said, cautioning that the investment concern may eventually decide against parting with the media company. If ALM is sold, it would begin life under yet another new owner. One of Apax's portfolio companies acquired the publisher from Wasserstein & Company, the investment vehicle of the late deal maker Bruce Wasserstein, in 2007 for about $630 million, the report noted. ALM, which Wasserstein & Company assembled from a number of legal publications and services that now include websites and a conference business, the report further noted. Among its most prominent assets are American Lawyer, The New York Law Journal and The National Law Journal. AMERICAN SEAFOODS: Moody's Lowers Corp. Family Rating to 'Caa1' --------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating for American Seafoods Group LLC (ASG) to Caa1 from B3, as well as its Probability of Default Rating to Caa1-PD from B3-PD. As a result of this rating action, the company's senior subordinated notes due 2016 have been downgraded to Caa2 from Caa1 and the ratings on the company's Term loan A, Term Loan B, and revolving credit facility have been downgraded to B1 from Ba3. The rating outlook is maintained at stable. The downgrade is primarily the result of continued deterioration in the company's credit metrics and Moody's expectation that deleveraging will be more gradual going forward. Also, liquidity is adequate but remains constrained by limited revolver availability. A recent covenant amendment enabled the company to waive a breach of its interest and fixed charge covenants in 4Q13 while improving headroom through at least 3Q14, but in Moody's view the temporary nature of the amendment could lead to tight covenant cushion over the next 15 months. Fiscal 2013 operating results have come in below Moody's expectations and the company continues to maintain high leverage and weak interest coverage. Despite some debt repayment using proceeds generated from the sale of the company's American Pride subsidiary, deleveraging remains challenged owing to profitability weakness and ongoing accretion of the company's senior notes. According to Moody's Analyst Brian Silver, "Despite strong volume increases driven by solid fishing, profitability improvements are highly dependent on the strengthening of market prices for the company's main products, most notably surimi, Pollock and Hake block and roe". The following ratings have been downgraded: Corporate Family Rating to Caa1 from B3; Probability of Default Rating to Caa1-PD from B3-PD; $85 million senior secured revolver maturing March 2016 to B1 (LGD2, 21%) from Ba3 (LGD2, 22%); $100 million senior secured term loan A due March 2016 to B1 (LGD2, 21%) from Ba3 (LGD2, 22%); $282 million senior secured term loan B due March 2018 to B1 (LGD2, 21%) from Ba3 (LGD2, 22%); $275 million senior subordinated notes due May 2016 to Caa2 (LGD5, 70%) from Caa1 (LGD5, 72%); The outlook is maintained at stable Ratings Rationale The downgrade is largely the result of the company underperforming relative to Moody's expectations, as already high leverage remains under pressure despite healthy fishing conditions. The key drivers behind the increase in leverage have been declining surimi and roe prices, which were down an average of about 13% and 17% during FY13 relative to FY12 along with weakness in the Japanese Yen. In addition, although the company used proceeds and retained accounts receivable balances from the sale of American Pride to repay ~$29 million of debt on its term loans A and B and about $16 million of revolver borrowings in 3Q13, debt balances only came down marginally from FYE12 due to roughly $29 million of accretion related to the company's senior notes. The B1 (LGD2, 21%) ratings on the $85 million revolver, $100 million term loan A, and $282 million term loan B benefit from both upstream and downstream guarantees and are secured by a perfected security interest in substantially all the assets of the borrower (Group) and its subsidiaries, including its fishing rights and license agreements. The Caa2 (LGD5, 70%) rating on the $275 million senior subordinated notes due 2016 reflects their junior position in the capital structure relative to the revolver and term loans A and B as well as their senior position relative to the unrated senior Holdco PIK toggle notes. The stable outlook reflects Moody's expectation that ASG will grow revenues and EBITDA moderately over the intermediate term (based on at-sea business only), which will drive free cash flow generation that can be used for debt repayment, though this will likely be offset by accretion in the company's senior notes. Moody's also expects ASG to continue to have healthy fishing volumes stemming from the marginally increased 2014 TAC in the US Bering Sea (Pollock). The outlook further assumes that pricing for the company's products will remain inherently volatile and that the company will maintain at least an adequate liquidity profile. Although not anticipated in the near-term, the ratings for ASG could be upgraded if adjusted leverage approaches 6.5 times and the company is able to improve its liquidity profile by reducing revolver reliance. Alternatively, the ratings could be downgraded if operating performance and/or liquidity further deteriorates, which could be driven by factors outside of management's control including a poor fishing or pricing environment. If leverage exceeds 8.0 times and/or if coverage as measured by (EBITDA- Capex)/Interest is sustained below 1.0 times during the next twelve months, or if the company fails to generate positive free cash flow over a twelve month period, the ratings could be downgraded. The principal methodology used in this rating was the Global Protein and Agriculture Industry published in May 2013. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. ASG Consolidated LLC (Consolidated), together American Seafoods Group LLC (Group) and its subsidiaries (ASG), is the largest harvester of fish for human consumption in the US in terms of volume (catch volumes in excess of 250,000 metric tons in 2011 and 2012). ASG harvests and processes a variety of fish species aboard sophisticated catcher-processor vessels. In the US, ASG is believed to be the largest harvester and at-sea processor of Pollock and Pacific whiting (Hake). The company generated revenues for the twelve months ended December 31, 2013 of approximately $467 million. APPLIED MINERALS: Reports $13 Million 2013 Net Loss --------------------------------------------------- Applied Minerals, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $13.06 million on $54,825 of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $9.73 million on $165,742 of revenues for the year ended Dec. 31, 2012. The Company incurred a net loss of $7.43 million in 2011. The Company's balance sheet at Dec. 31, 2013, showed $15.21 million in total assets, $13.72 million in total liabilities and $1.48 million in total stockholders' equity. Bankruptcy Warning "The Company has had to rely mainly on the proceeds from the sale of stock and convertible debt to fund its operations. If the Company is unable to fund its operations through the commercialization of its minerals at the Dragon Mine, there is no assurance that it will be able to raise funds through the sale of equity or debt. If so, it may have to file bankruptcy," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/s1t3M3 About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. ARCHDIOCESE OF MILWAUKEE: To Pay $67,000 to Abuse Survivors ----------------------------------------------------------- The Archdiocese of Milwaukee seeks authority from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to honor certain prepetition agreements entered into with sexual abuse survivors through the archdiocese's mediation program. Specifically, the archdiocese seeks authority to make $67,000 in installment payments to in-settlement abuse survivors. While the terms of the settlement agreements vary, as of the Petition Date, the archdiocese owed approximately $702,000 to 22 abuse survivors. The remaining amount due to the abuse survivors is $20,000 and is scheduled to be paid in installments concluding by Dec. 31, 2015. This is the archdiocese's fourth request to pay abuse survivors pursuant to the prepetition settlement agreements. The archdiocese has previously obtained Court authority to pay to abuse survivors $311,000 in 2011, $167,000 in 2012, and $92,000 in 2013. The Chapter 11 Plan of Reorganization addresses the archdiocese's commitment to honor the prepetition agreements by reinstating the contractual rights of the holders of prepetition settlement claims in full on the effective date. Bill Rochelle, the bankruptcy columnist for Bloomberg News, pointed out that the Plan earmarks $4 million for victims who haven?t settled. About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. ARTESYN TECHNOLOGIES: S&P Lowers CCR to 'B-' on Business Declines ----------------------------------------------------------------- Standard & Poor's Rating Services said it lowered its corporate credit rating on Tempe, Ariz.-based Artesyn Technologies Inc. to 'B-' from 'B'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's $250 million senior secured notes due 2020 to 'B-' from 'B'. The '3' recovery rating, which remains unchanged, reflects S&P's expectation for meaningful (50% to 70%) recovery of the notes' principal in the event of default. "The downgrade reflects the company's revenue declines, modest EBITDA, and our expectation that during 2014 negative free cash flow will persist and EBITDA will not significantly increase until the latter half of 2014," said Standard & Poor's credit analyst John Moore. Consequently, S&P has revised its comparative rating modifier to neutral from favorable, resulting in its 'B-' corporate credit rating for the company. The ratings on Artesyn reflect the company's "vulnerable" business risk profile, as it competes in a highly fragmented electronics subsystems industry, and its "highly leveraged" financial risk profile. Artesyn provides embedded systems, including electrical power supply and conversion systems for computing, telecommunication equipment, industrial, and other original equipment manufacturers. Product quality and cost efficient manufacturing processes support the company's competitive position. The stable outlook reflects S&P's expectation that Artesyn will reverse revenue declines over the coming year, supported by new business wins, particularly in the wireless device charger market. S&P could lower the rating if the company's revenue and earnings declines continued such that negative free cash flow persisted and the company's liquidity became less than adequate. Given the company's challenges to stem revenue and earnings declines, an upgrade is unlikely over the coming year. ATLANTIC COAST: Incurs $11.4 Million Net Loss in 2013 ----------------------------------------------------- Atlantic Coast Financial Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $11.40 million on $28.83 million of total interest and dividend income for the year ended Dec. 31, 2013, as compared with a net loss of $6.66 million on $33.50 million of total interest and dividend income for the year ended Dec. 31, 2012. The Company incurred a net loss of $10.28 million in 2011. The Company's balance sheet at Dec. 31, 2013, showed $733.63 million in total assets, $668.10 million in total liabilities and $65.52 million in total stockholders' equity. McGladrey LLP, in Jacksonville, Florida, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. McGladrey previously expressed substantial doubt about the Company's ability to continue as a going concern in their report on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations that have adversely impacted capital at Atlantic Coast Bank. The failure to comply with the regulatory consent order may result in Atlantic Coast Bank being deemed undercapitalized for purposes of the consent order and additional corrective actions being imposed that could adversely impact the Company's operations. A copy of the Form 10-K is available for free at: http://is.gd/72rtvl About Atlantic Coast Jacksonville, Florida-based Atlantic Coast Financial Corporation is the holding company for Atlantic Coast Bank, a federally chartered and insured stock savings bank. It is a community- oriented financial institution serving northeastern Florida and southeastern Georgia markets through 12 locations, with a focus on the Jacksonville metropolitan area. AUTO ORANGE: April 17 Hearing on Bid for Exclusivity Extension -------------------------------------------------------------- Auto Orange II, LLC, filed on March 21, 2014, a motion requesting an extension of its exclusive period to file a plan. The Bankruptcy Court for the Central District of California - Santa Ana Division set a hearing for April 17, 2014 at 10:00 a.m. at Ctrm: 5D, 5th Floor 411 W. Fourth Street Santa Ana, CA 92701, on the Debtor's request. This case deals with issues of fraudulent transfers and various lawsuits esteeming from those transfers. The Debtor states that in this case, all the actions by Messrs. Spizzirri, Ciabattoni and Darras, whom at some point had a relationship with the Debtor, indicate that they were in cahoots with each other and that all of the transfers were made after Spirrizzi had lost his membership interest in AO II, right before a TRO was issued preventing such transfers, and when he was insolvent. Further, the Debtor states that there is cause to extend the filing period because by fraudulently depriving them of the Theater Property and not transferring it back, Spizzirri et al. have deprive the Debtor of its right to file a meaningful plan within 120 days, and that because of this its advantage in having the first shot at confirming a plan and the leverage it had vis-a- vis other potential creditors was lost. The Debtor further states that there is cause to extend the plan filing period because Spizzirri et al. now want to propose their own plan where it allows them to accomplish their original goals of fraudulently divesting the Debtor of its assets for their own benefit, retaining ownership in the Debtor and whitewash their fraudulent conduct by avoiding prosecution. The Debtor believes these parties have intentionally engaged in bad faith settlement discussions in stalling prosecution of a state court case to buy time until the 120-day exclusivity period for the Debtor to file a plan has passed so they themselves could file a plan that would accomplish what they set out to do initially. The Debtor states that the court should not let this happen. About Auto Orange II Auto Orange II, LLC, filed a bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on Nov. 21, 2013. The Debtor disclosed $12,700,000 in assets and $10,098,621 in liabilities as of the Chapter 11 filing. The Debtor is represented by James D. Zhou, Esq., at the Law Offices of Zhou and Chini, in Irvine, California. The petition was signed by Barry Baptiste, president of the company. Judge Catherine E. Bauer presides over the case. AVAGO TECHNOLOGIES: S&P Lowers CCR to 'BB+' & Removes From Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Avago Technologies Finance Pte. Ltd. to 'BB+' from 'BBB-' and removed it from CreditWatch where S&P placed it with negative implications on Dec. 16, 2013, following the announced acquisition of LSI Corp. The outlook is stable. S&P also assigned a 'BBB-' issue level rating with a '2' recovery rating, to the company's $500 million senior secured revolving credit facility and $4.6 billion term loan. The '2' recovery rating indicates S&P's expectations for substantial (70% to 90%) recovery of principal in the event of default. "We based our downgrade primarily on our revision of Avago's financial risk profile to 'significant' from 'modest', reflecting adjusted leverage, pro forma for the acquisition of LSI and excluding projected synergies, near the low-4x area as of Jan. 31, 2014," said Standard & Poor's credit analyst Andrew Chang. S&P expects adjusted leverage will decline to the mid-3x area by fiscal year-end 2014. The rating also reflects S&P's revision of the company's business risk profile to "satisfactory" from "fair," based on S&P's view of the combined entity's improved scale and end-market diversification. S&P views the company's financial risk profile as "significant", and assess Avago's business risk profile as "satisfactory". S&P currently view Avago's liquidity as "adequate". The stable outlook reflects S&P's expectation that the company will not encounter major issues as it integrates LSI and it adheres to its stated goal of applying much of its discretionary cash flow toward debt reduction. Although not likely over the next year, S&P would consider a higher rating if Avago is able to successfully integrate LSI's business, including achieving projected revenue and margin expansion, while applying much of its discretionary cash flow toward debt reduction, such that adjusted leverage is less than 3x on a sustained basis. In addition, S&P would expect progress toward a more balanced capital structure, including less reliance on secured debt and a smoother maturity profile, to precede a higher rating. Although not expected over the ratings horizon, S&P would consider a lower rating if Avago is unsuccessful in integrating LSI's business, leading to margin compression or market share loss in its key products, or if it doesn't use discretionary cash flow for debt repayment, such that adjusted leverage is sustained above 4x. BERNARD L. MADOFF: Customers' JPMorgan Class Settlement Approved ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that from JPMorgan Chase & Co.'s agreement to pay a total of $2.24 billion for failure to tell authorities about facts indicating Bernard L. Madoff Investment Securities Inc. was a Ponzi scheme, the $218 million settlement of a customers' class lawsuit was approved on March 21 by a U.S. district judge in Manhattan. According to the report, federal prosecutors announced the settlement with JPMorgan in January. The largest part of the settlement is a $1.7 billion civil forfeiture that gives JPMorgan a deferred prosecution agreement arising from a U.S. Attorney investigation into whether the country's largest bank committed a crime by failing to make required reports of suspicious activity. Other parts of the settlement include $325 million the bank pays Madoff trustee Irving Picard, the report related. The U.S. Bankruptcy Court approved Picard's part of the settlement on Feb. 5. U.S. District Judge Colleen McMahon handed down a 49-page opinion on March 21 explaining why she was approving the $218 million class settlement that includes an extra $18 million for lawyers representing the class of customers known as net losers who didn't receive more from Madoff than they invested, the report further related. The $218 million will be distributed to customers on the same basis as Picard is using, namely, the amount of cash invested less the amount taken out, the report said. So-called net winners, who took out more than they invested, aren't in the class. Customers who filed claims in the Madoff liquidation under the Securities Investor Protection Act aren't required to refile their claims. The class settlement was in Shapiro v. JPMorgan Chase & Co., 11- cv-08331, U.S. District Court, Southern District New York (Manhattan). About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has paid about 58 percent of customer claims totaling $17.3 billion. The most recent distribution was in March 2013. Mr. Picard has collected about $9.35 billion, not including an additional $2.2 billion that was forfeit to the government and likewise will go to customers. Picard is holding almost $4.4 billion he can't distribute on account of outstanding appeals and disputes. The largest holdback, almost $2.8 billion, results from disputed claims. BERRY PLASTICS: Transaction with Rexam No Impact on Moody's B2 CFR ------------------------------------------------------------------ Berry Plastics Group, Inc. announced that it will acquire the United States, Mexico, and India portions of Rexam's Healthcare Containers and Closures business. Berry also made an offer to purchase the French portion of Rexam's C&C business. Rexam may accept this offer after the required consultation process with the works council in France is completed. The transaction will have no immediate impact on Berry's B2 corporate family rating, stable outlook and other instrument ratings. Berry would pay $135 million for the entire Healthcare Containers and Closures business unit, which includes eight manufacturing locations -- five in the US and one each in Mexico, France, and India, that recorded about $262 million of sales in 2013. The transaction would be funded with existing liquidity and is expected to close in the second quarter of 2014. Berry expects the acquisition to be deleveraging after achieving synergies. The company has not disclosed EBITDA, synergy or cash flow information. Based in Evansville, Indiana, Berry Plastics Corporation is a supplier of plastic packaging products, serving customers in the food and beverage, healthcare, household chemicals, personal care, home improvement, and other industries. Net sales for the 12 months ended December 28, 2013 totaled approximately $4.7 billion. BOMBARDIER INC: Moody's Rates Proposed Sr. Unsecured Notes 'Ba3' ---------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating (LGD4, 50%) to Bombardier Inc.'s proposed senior unsecured notes (due 2019 and 2022) and upgraded the company's speculative grade liquidity rating to SGL-2 from SGL-3. Moody's also affirmed Bombardier's Ba3 Corporate Family rating, Ba3-PD Probability of Default rating, Ba3 senior unsecured ratings and the Ba3 rating assigned to various industrial revenue bonds backed by Bombardier. The company's outlook remains stable. Assignments: Issuer: Bombardier Inc. Proposed Senior Unsecured Regular Bond/Debenture due 2019, Ba3, LGD4, 50% Proposed Senior Unsecured Regular Bond/Debenture due 2022, Ba3, LGD4, 50% Upgrades: Issuer: Bombardier Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Affirmations: Issuer: Bombardier Inc. Corporate Family Rating, Ba3 Probability of Default Rating, Ba3-PD $750M 4.25% Senior Unsecured Regular Bond/Debenture Jan 15, 2016, Ba3, LGD4 50% $1250M 6.125% Senior Unsecured Regular Bond/Debenture Jan 15, 2023, Ba3, LGD4, 50% $250M 7.45% Senior Unsecured Regular Bond/Debenture May 1, 2034, Ba3, LGD4, 50% $162M 6.3% Senior Unsecured Regular Bond/Debenture May 1, 2014, Ba3, LGD4, 50% $500M 5.75% Senior Unsecured Regular Bond/Debenture Mar 15, 2022, Ba3, LGD4, 50% $650M 7.5% Senior Unsecured Regular Bond/Debenture Mar 15, 2018, Ba3, LGD4, 50% $850M 7.75% Senior Unsecured Regular Bond/Debenture Mar 20, 2020, Ba3, LGD4, 50% EUR780M 6.125% Senior Unsecured Regular Bond/Debenture May 15, 2021, LGD4, 50% EUR785M 7.25% Senior Unsecured Regular Bond/Debenture Nov 15, 2016, LGD4, 50% Issuer: Broward (County of) FL $8.4M 7.5% Senior Unsecured Revenue Bonds Nov 1, 2020, Ba3, LGD4, 50% Issuer: Connecticut Development Authority $17.7M 7.95% Senior Unsecured Revenue Bonds Apr 1, 2026, Ba3, LGD4, 50% Issuer: Dallas-Fort Worth Intl. Airp. Fac. Imp. Corp. $48.5M 6.15% Senior Unsecured Revenue Bonds Jan 1, 2016, Ba3, LGD4, 50% $15.5M 7% Senior Unsecured Revenue Bonds Jan 1, 2016, Ba3, LGD4, 50% Outlook: Issuer: Bombardier Inc. Outlook, Remains Stable Ratings Rationale Proceeds from the notes issue, which Moody's expects will total $1.8 billion, will be used to repay approximately $1.3 billion of existing debt due by 2016 and boost Bombardier's cash position by approximately $500 million. Consequently, Bombardier's pro-forma cash will increase to $3.9 billion and its debt maturity schedule will improve. Together with recent amendments to its bank credit facilities, Moody's now views the company's liquidity as "good" rather than "adequate". While the notes issue will increase Bombardier's pro-forma adjusted leverage to 6.9x from 6.6x, Moody's had already incorporated the incremental debt in Bombardier's long term ratings and outlook. Bombardier's Ba3 rating incorporates Moody's view that the company's adjusted leverage is likely to remain above 6x into 2015 as modest earnings growth is countered by free cash flow consumption that Moody's expects may total about $750 million in 2014. The high leverage and ongoing cash consumptiveness are primarily associated with the late-stage, and high capital intensity of the CSeries and other aircraft development programs but also reflect lingering economic weakness in Bombardier's Aerospace division (BA), execution issues in its Transportation division (BT) and weaker-than-normal level of cash advances from customers in both divisions. The rating also incorporates Moody's view that execution risks will remain elevated through the 12-18 month rating horizon as the CSeries entry-into-service approaches (expected H2/15) and the company works to resolve the operational challenges at BT. While Bombardier's key financial metrics are weak for the rating, the company's significant scale and diversity, strong global market positions, natural barriers to entry and sizeable backlog levels in both BA and BT favorably influence the rating. As well, Moody's expects that Bombardier's capital expenditures will steadily reduce from current (peak) levels while earnings growth will become more robust by late 2015, supporting the potential for material deleveraging in that timeframe. The stable outlook reflects Moody's expectation that Bombardier will record modest earnings growth supporting a reduction in its adjusted leverage towards 6x through the next 12-18 months while maintaining good liquidity. An upgrade would require evidence of a sustained cyclical upturn in Aerospace, resolution of recent operational challenges in Transportation, the successful entry into service of the CSeries, with a growing order book and expectations that adjusted leverage would be sustained below 4.5x. As well, Moody's would need to expect that Bombardier would sustain adequate liquidity. Bombardier's rating could be downgraded if the CSeries is further delayed or if Moody's expected Bombardier's adjusted leverage to be sustained above 6.5x. Downward rating pressure could also arise should Moody's have concerns over the adequacy of Bombardier's liquidity. The principal methodology used in this rating was the Global Aerospace and Defense published in June 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Montreal, Quebec, Canada, Bombardier is a globally diversified manufacturer of business and commercial jets as well as rail transportation equipment. Annual revenues total roughly $18 billion. BOMBARDIER INC: S&P Rates $1.8-Bil. Senior Unsecured Notes 'BB-' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its debt issue and recovery ratings to Montreal-based Bombardier Inc.'s (BB-/Stable/--) proposed US$1.8 billion aggregate amount of senior unsecured notes. These obligations comprise two tranches, the breakdown of the amount in each yet to be determined. S&P rates the notes 'BB-' (the same as the corporate credit rating on Bombardier), with a recovery rating of '4', which corresponds with average (30%-50%) recovery in S&P's default scenario. S&P notes, however, the recovery on the senior unsecured debt falls to the low end of the range for the '4' recovery rating. The new notes will be senior unsecured obligations of Bombardier, ranking equally with all other unsecured and unsubordinated indebtedness. S&P understands that net proceeds will be used to finance the redemption of all of Bombardier's 7.25% senior notes due 2016, to finance the repayment at maturity of all of Bombardier's remaining 6.30% notes due May 1, 2014, and the remainder, for general corporate purposes. "Although the proposed debt issuance will result in somewhat weaker debt leverage, with our adjusted debt-to-EBITDA ratio expected to be about 5.7x at year-end 2014, the company will benefit from about US$500 million in additional liquidity," said Standard & Poor's credit analyst Jamie Koutsoukis. S&P continues to view Bombardier's current liquidity position as adequate, and it believes the debt issuance will provide more cushion if capital expenditures were to increase. The ratings on Bombardier reflect what S&P views as the company's "satisfactory" business risk profile and 'highly leveraged' financial risk profile. S&P's ratings take into consideration the company's leading market positions in the transportation and business aircraft segments, as well as its product range and diversity. These positive factors are partially offset, in S&P's opinion, by the continued execution risk associated with the entry into service of the CSeries jet, high leverage, and reported profitability that has been weak in both the aerospace and transportation divisions. Bombardier is engaged in the manufacture of transport solutions worldwide. It operates in two distinct industries: aerospace and rail transportation. It has 79 production and engineering sites in 27 countries, and a worldwide network of service centers. S&P views the industry risk as "intermediate" and the country risk as "low." RATINGS LIST Bombardier Inc. Corporate credit rating BB-/Stable/-- Ratings Assigned US$1.8 billion senior unsecured note BB- Recovery rating 4 BONDS.COM GROUP: Daher Investors OK Merger Pact with MTS -------------------------------------------------------- Michel Daher, Abdallah Daher, Daher Bonds Investment Company and Mida Holdings, together with other shareholders of Bonds.com Group, Inc., executed a written consent pursuant to which those stockholders have affirmatively approved a merger agreement between Bonds.com Group and MTS. Bonds.com Group, MTS Markets International, Inc., an affiliate of the London Stock Exchange Group, and MMI Newco Inc., a wholly- owned subsidiary of MTS ("Merger Sub"), entered into an Agreement and Plan of Merger on March 5, 2014. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Bonds.com Group with Bonds.com Group continuing as the surviving corporation and a wholly-owned subsidiary of MTS. The aggregate cash consideration is approximately $15 million according to the terms of the Merger Agreement and subject to certain adjustments. Pursuant to the Merger Agreement, MTS will place $1.5 million of proceeds from the sale of the shares pursuant to the Merger into escrow to cover the purchase price adjustment and certain potential indemnity claims. In the absence of claims, these funds will be released to the Series E-2 stockholders of the Issuer in increments of $500,000 beginning on the first anniversary of closing and continuing on the 18 and 24 month anniversaries of closing. In addition, from $100,000 up to $200,000 will be held by a stockholder representative as a reserve for expenses incurred in connection with such person's duties as a stockholder representative. In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Michel Daher and his affiliates disclosed that as of March 12, 2014, they beneficially owned 767,716 shares of common stock of Bonds.com Group, Inc., representing 75.9 percent of the shares outstanding. A copy of the Written Consent is available for free at: http://is.gd/tYgaQ4 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: Widens Net Loss to $2.9-Bil. in 2013 ----------------------------------------------------------- Caesars Entertainment Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $2.93 billion on $8.55 billion of net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.50 billion on $8.58 billion of net revenues during the prior fiscal year. 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. A copy of the Form 10-K is available for free at: http://is.gd/2rjEys About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CAESARS GROWTH: S&P Assigns B- CCR & Rates $1.325BB Facility B+ --------------------------------------------------------------- Standard & Poor's Ratings Services assigned Las Vegas-based gaming operator Caesars Growth Properties Parent LLC a 'B-' corporate credit rating. The rating outlook is stable. At the same time, S&P assigned Caesars Growth Properties Holdings LLC's proposed $1.325 billion senior secured credit facility its 'B+' issue-level rating, with a recovery rating of '1', indicating S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a default. The credit facility comprises a $150 million revolver due 2019 and a $1.175 billion term loan due 2021. In addition, S&P assigned Caesars Growth Properties' proposed $675 million second-lien notes our 'B-' issue-level rating, with a recovery rating of '4', indicating S&P's expectation for average (30% to 50%) recovery for lenders in the event of a default. Caesars Growth Properties plans to use the proceeds from the financing, along with an additional cash equity contribution and cash on the balance sheet at Planet Hollywood, to complete the acquisition of four casino properties (Bally's Las Vegas, The Cromwell, the Quad Resort and Casino--all located in Las Vegas, and Harrah's New Orleans), prefund some of the capital expenditures associated with the renovation of the Quad casino, refinance outstanding debt at Planet Hollywood, and to pay fees and expenses. "Our assessment of Caesars Growth Properties' (CGP) business risk profile as "fair" reflects the company's limited geographic diversity outside Las Vegas, highly competitive dynamics in the Las Vegas market, weaker asset quality compared with its peers on the Las Vegas Strip, and high levels of anticipated cash flow volatility over the economic cycle because of concentration in destination markets and the discretionary nature of consumer spending in the gaming industry. Our business risk assessment also takes into account our favorable view of the Las Vegas gaming market (because it caters to a high visitor base), CGP's leading market position in the New Orleans market, an ability to invest in and improve the quality of its portfolio of assets and to complete its outlined investment spending, the inclusion of its casinos in a strong player loyalty program, and meaningful diversity of revenue between gaming and nongaming amenities," S&P said. "Our assessment of CGP's financial risk profile as "highly leveraged" reflects our expectation that leverage over the next two years will average more than 6x and funds from operations (FFO) to debt will be below 12%. It also incorporates our expectation that the company's (and sponsors') financial policy will remain aligned with a highly leveraged assessment. We believe CGP could pursue additional growth opportunities, including additional acquisitions or development opportunities that would preclude meaningful and sustained improvement to the financial risk profile. Our assessment also takes into account our expectation that discretionary cash flow generation will be negative in 2014 because of the company's planned capital spending. However, under our performance expectations, discretionary cash flow will be modestly positive starting in 2015, EBITDA coverage of interest will be in the mid- to high-1x area, and CGP will have adequate liquidity to complete planned development capital expenditures over the next few years," S&P noted. CALMENA ENERGY: Enters Into Forbearance Agreement with Sr. Lender ----------------------------------------------------------------- Calmena Energy Services Inc. disclosed that on March 31 2014, Calmena and its Senior Lender entered into an extension agreement pursuant to which the Senior Lender agreed to continue to forbear from demanding payment or enforcing its security under the Credit Facilities until the earlier of June 30, 2014 or a default as defined in the Extension. Pursuant to the terms of the Extension, the Company paid $1.0 million to the Senior Lender as a permanent reduction of the amount owing under the Credit Facilities on signing the Extension. Also pursuant to the Extension, the Company is required, on or before April 30, 2014, to pay $9.0 million as a permanent reduction of the amount owing under the Credit Facilities or provide evidence satisfactory to the Senior Lender, by such date, that the Company has entered into one or more binding transactions to sell assets that will allow the Company to fund the required $9.0 million permanent reduction by May 31, 2014. The forbearance term may be further extended to July 31, 2014 if the Company provides evidence satisfactory to the Senior Lender, by June 30, 2014, that the Company has entered into one or more binding transactions to sell assets that will allow the Company to fully repay all amounts owing under the Credit Facilities by July 31, 2014. The disclosure was made in Calmena's earnings release for the years ended December 31, 2013 and 2012, a copy of which is available for free at http://is.gd/F6dQvu About Calmena Energy Services Inc. Calmena is a diversified energy services company that provides well construction services to its customers operating in Canada, the United States, Latin America and the Middle East and North Africa. The common shares of Calmena trade on the Toronto Stock Exchange under the symbol "CEZ". CARINO COMPANY: HIS/Canada Director Responds to Possible Bailout ---------------------------------------------------------------- The following is a statement from Rebecca Aldworth, executive director of Humane Society International/Canada, responding to speculation that another government bailout of Carino Company Ltd., a Norwegian-owned seal fur processor in Newfoundland, could be pending. Despite a lack of new markets for seal products, media reports indicate that in 2014, Canadian seal skins will fetch prices similar to those offered last year. Seal skin prices in 2013 were achieved through provincial financing for Carino. "In the past two years alone, Carino has been offered more than $7 million in government bailouts. During that time, the provincial government cut 1,200 public sector jobs, including hundreds of critical jobs in health care and education, while 36 Newfoundland companies declared bankruptcy. Why is Carino-a Norwegian-owned entity engaged in a nonviable industry-put above so many local jobs and companies? "The Newfoundland government has not yet announced if it will provide a third bailout to Carino in 2014. But if it does, it would be a colossal waste of taxpayers' money and confirm that the sealing industry exists as nothing more than a glorified welfare program. The writing is on the wall: markets for seal products will never recover and artificially propping up a dead industry is only prolonging the inevitable." Facts: -- Since 2006, the 28-nation European Union, the Customs Union of Russia, Belarus and Kazakhstan; Taiwan and Mexico have joined the United States in prohibiting trade in products of commercial seal hunts. -- In March 2012, sealing industry representatives stated that the seal hunt might not proceed in absence of government subsidies. -- In April 2012, the Newfoundland government made $3.6 million in financing available to Carino Company Ltd to allow the company to purchase seal furs to meet "future demand." -- In March 2013, the Newfoundland government announced the province faced a $564 million deficit and that the province would cut 1,200 public service jobs including hundreds of positions in the education and health care systems. -- In April 2013, the Newfoundland government made another $3.6 million available to Carino to purchase seal skins. -- In October and November 2013 respectively, the European Court of Justice and the World Trade Organization upheld the right of the European Union to prohibit trade in products of commercial seal hunts. Humane Society International/Canada -- http://www.hsicanada.ca-- is a leading force for animal protection, with active programs in companion animals, wildlife and habitat protection, marine mammal preservation, farm animal welfare and animals in research. HSI/Canada is proud to be a part of Humane Society International which, together with its partners, constitutes one of the world's largest animal protection organizations. CCS MEDICAL: S&P Lowers CCR to 'CCC' on Weak Liquidity ------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating on CCS Medical Inc. to 'CCC' from 'B-'. The outlook is developing. S&P also lowered its issue-level rating on the company's first- lien term loan to 'CCC' from 'B-', and the issue-level rating on the second lien debt to 'CC' from 'CCC'. S&P's recovery ratings of '3' and '6' on those respective obligations are unchanged. "The downgrade is based on our belief that CCS will breach financial covenants resulting primarily from a substantial write- down of uncollectable accounts receivables," said Standard & Poor's credit analyst David Kaplan. "Moreover, the company reported fourth-quarter results below our expectations and we believe quarterly free cash flow is now insufficient to cover cash interest charges on the $223 million in debt outstanding at year end. In our view, these results add considerable uncertainty to our prior expectation that the company would experience a rapid increase in volume in the near term, as a result of its winning bid under competitive bidding." The developing outlook reflects the high likelihood the company could default on its obligations in the near term. S&P also believes there is distinct possibility that demand will pick up sharply in the first half of 2014, as Medicare customers identify the few remaining Medicare-eligible mail-order suppliers of diabetic supplies. S&P could lower the rating if the company is unable to obtain a waiver of potential financial covenant violations, leading the company to a bankruptcy filing or to a distressed exchange-type arrangement with lenders. S&P could raise the rating if the company is able to obtain a waiver on the financial covenants. CHAMPION INDUSTRIES: Incurs $630,000 Net Loss in Fourth Quarter --------------------------------------------------------------- Champion Industries, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $630,183 on $15.42 million of total revenues for the three months ended Jan. 31, 2014, as compared with a net loss of $3.54 million on $18.31 million of total revenues for the same period in 2012. The reduced loss for 2014 over 2013 was primarily the result of pre-tax non-cash impairment charges associated with goodwill of $2.2 million associated with the printing segment in 2013 and lower interest expense in 2014 due to lower interest rates and lower average borrowings as well as reduced amortization expense associated with debt discount in 2014 compared to 2013. As of Dec. 31, 2013, the Company had $24.97 million in total assets, $21.26 million in total liabilities and $3.70 million in total shareholders' equity. Marshall T. Reynolds, Chairman of the Board and chief executive officer of Champion, said, "Our statement of operations was favorably impacted by decreased interest expense in the first quarter of 2014. A focus on rebuilding our sales infrastructure and managing our working capital while prudently assessing our existing cost structure will be critical as we progress through the rest of 2014." A copy of the Form 10-Q is available for free at: http://is.gd/Y2nNOn About Champion Industries Champion Industries, Inc., is engaged in the commercial printing and office products and furniture supply business in regional markets east of the Mississippi River. The Company also publishes The Herald-Dispatch daily newspaper in Huntington, West Virginia with a total daily and Sunday circulation of approximately 23,000 and 28,000. Arnett Foster Toothman PLLC, in Charleston, West Virginia, expressed substantial doubt about Champion Industries' ability to continue as a going concern following the fiscal 2012 annual results. The independent auditors noted that the Company has suffered recurring losses from operations and has been unable to obtain a longer term financing solution with its lenders. The Company reported a net loss of $22.9 million in fiscal year ended Oct. 31, 2012, compared with a net loss of $4.0 million in fiscal 2011. CIRCLE STAR: Reports $1.5 Million Net Income in Jan. 31 Quarter --------------------------------------------------------------- Circle Star Energy Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $1.56 million on $249,853 of total revenues for the three months ended Jan. 31, 2014, as compared with a net loss of $1.56 million on $267,929 of total revenues for the three months ended Jan. 31, 2013. For the nine months ended Jan. 31, 2014, the Company posted net income of $1.08 million on $993,029 of total revenues as compared with a net loss of $9.37 millio on $629,987 of total revenues for the same period last year. The Company's balance sheet at Jan. 31, 2014, showed $3.83 million in total assets, $4.35 million in total liabilities and a $519,544 total stockholders' deficit. "Given that we have not achieved income from operations to date, and have maturing debt obligations our cash requirements are subject to numerous contingencies and risks beyond our control, including operational and development risks, competition from well-funded competitors, and our ability to manage growth. We can offer no assurance that the Company will generate cash flow sufficient to achieve profitable operations or that our expenses will not exceed our projections. Accordingly, there is substantial doubt as to our ability to continue as a going concern for a reasonable period of time," the Company said in the Quarterly Report. A copy of the Form 10-Q is available for free at: http://is.gd/MD3VVg About Circle Star Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL) owns a variety of non-operated working interests and overriding royalty interests in approximately 73 producing wells in Texas. The interests range from less than 1% up to approximately 5% in each well. The wells are located in the following areas: Permian Basin, Eagle Ford Shale, Pearsall Field, Giddings Field & the Woodbine Field. The wells are operated by Apache (Permian), Chesapeake (Eagle Ford Shale), CML (Giddings, Pearsall & Permian), Leexus (Giddings) and Woodbine Acquisitions (Woodbine). As of April 30, 2013, the Company had approximately 430 net leased acres in Texas. The Company also operates 2 wells in Kansas. The Company owns a 25% working interest (approximately 20% net revenue interest) before payout and a 43.75% working interest (approximately 35% net revenue interest) after payout in both wells which are located in Trego County. As of July, 31, 2013, the Company had approximately 9,838 net leased acres in Kansas. Approximately 1,480 are located in Trego County and approximately 8,358 are located in Sheridan County. There are multiple potential pay zones of interest with the primary zones of interest being the Arbuckle, Marmaton & Lansing-Kansas City ranging from approximately 3,200 feet to approximately 4,300 feet in depth. Circle Star incurred a net loss of $10.81 million for the year ended April 30, 2013, following a net loss of $11.07 million during the prior year. COLOR STAR: Regions Bank Wants Relief From Automatic Stay --------------------------------------------------------- Regions Bank filed with the U.S. Bankruptcy Court for the Eastern District of Texas a motion for relief from automatic stay as to Color Star Growers of Colorado, Inc., et al.'s remaining assets constituting pre-petition collateral and their proceeds. Regions, as administrative agent acting for and on behalf of Regions and Comerica Bank, wants to pursue all rights and remedies available to the Lenders under the loan documents and applicable law, including, among other things, remedies of foreclosure and public or private sale. The Remaining Collateral is believed to have a face value of approximately $4.093 million at this time. The Debtors were borrowers from the Lenders prior to the Petition Date on revolving and term loans made pursuant to a certain Nov. 15, 2012 credit agreement and related loan documents. As of the Petition Date, the Debtors owed the Lenders $42.2 million under the Credit Documents. To secure repayment of the loans made by the Lenders under the Credit Documents, the Debtors granted to Regions first priority liens on and security interests in substantially all of the Debtors' assets. Pursuant to orders entered by the Court on Jan. 14, 2014, the Debtors closed on the sale of substantially all of their real and personal property assets, with the limited exception of certain excluded assets like accounts receivable, insurance proceeds, and cash, and ceased all business operations thereafter. The Debtors' sale generated approximately $13.4 million in gross sales proceeds. Regions, in a filing dated March 6, 2014, claims that: a. the proceeds from the sale was wholly insufficient to satisfy the indebtedness owed to the Lenders under the Loan Documents; b. the Debtors no longer have any operations, and as a result, have no employees, no operating assets, and no unencumbered assets or sources of revenue or funding to finance any future endeavors or reorganization efforts; and c. the Official Committee of Unsecured Creditors has on information and belief incurred professional fees for its lawyers and financial advisors that is greatly in excess of that permitted under prior cash collateral orders. On March 20, 2014, the Committee and the Debtors each filed objections to the Lenders' stay motion. The Committee stated in its court filing that the parties have been engaged in ongoing settlement discussions. "A key issue in such settlement talks has been the Committee's supplemental objection and motion, which seeks the reconsideration of an order purporting to allow the Lenders an automatic adequate protection claim secured with post- petition liens on certain assets of the estates the Lenders did not previously have a security interest in. The hearing on this matter is set for April 14, 2014 . . . . Also, as this Court has previously been advised, the Committee is in the midst of an extensive investigation regarding the facts and circumstances related to the Debtors' operations in 2012 and 2013. Recently, significant progress has been made. Although assets of the Debtors were sold quickly after the Petition Date, there are a number of estate causes of action that must be investigated," Raymond J. Urbanik, Esq., at Munsch Hardt Kopf & Harr, P.C., the attorney for the Committee said. The Debtors stated in their objection that the Court established April 17, 2014, as the administrative expense bar date and the deadline by which the Debtors must challenge the liens and underlying debt asserted by Regions. Until expiration of that bar date -- and the Challenge Period -- it is impossible to say that the Debtors cannot confirm a Chapter 11 plan, the Debtors said. The Retained Assets may be necessary to fund a successful Chapter 11 liquidating plan. The Debtors are still investigating all causes of action against Regions and Comerica. On March 25, 2014, the Lenders responded to the objections, stating that the Committee's objection asserts fears and concerns regarding the validity of Regions' pre-petition and post-petition liens on certain commercial tort claims. Without releasing any claims and while reserving all rights, Regions agrees to exclude the Debtors' commercial tort claims from relief sought in its stay motion. According to Regions, the expiration of the Challenge Period is not a prerequisite to relief from stay, and the status of the investigations causes of action against the Lenders, and other third parties is irrelevant. Any counterclaims or defenses not directly related to the lift stay proceeding must be addressed in an alternative proceeding. The Committee's argument that the Lenders may not be entitled to all the sale proceeds because the Debtors may have accrued "sweat equity" in the proceeds of inventory sold is meritless, Regions said. The Committee has not submitted any evidence that suggests the Lenders do not have a properly perfected lien in all of the collateral for which relief is sought in the stay motion. Regions stated in its March 25 court filing that the Debtors do not have any money that is not the Lenders' cash collateral. The Lenders do not anticipate agreeing to further extension of the cash collateral use, which expires on March 31, 2014, considering the case stagnation and rampant accrual of unbudgeted professional fees by the Committee. The Lenders do not believe that the Debtors possess any assets with which to adequately protect the Lenders' for the use of the Lenders' cash collateral. Without the use of the Lenders' cash collateral, the Debtors cannot satisfy administrative claims, and therefore cannot confirm a liquidating plan of reorganization. Regions bank is represented by: Kane Russell Coleman & Logan PC George H. Barber, Esq. John J. Kane, Esq. 3700 Thanksgiving Tower 1601 Elm Street Dallas, Texas 75201 Tel: (214) 777-4200 Fax: (214) 777-4299 E-mail: ecf@krcl.com About Color Star Color Star, a grower and wholesaler of flowers and nursery stock with greenhouses and distribution centers in Colorado, Missouri and Texas, filed for Chapter 11 bankruptcy protection in December 2013. Color Star Growers of Colorado, Inc., and two affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 13- 42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas. The petitions were signed by Brad Walker, chief restructuring officer. The Debtors estimated assets of at least $10 million and liabilities of at least $50 million. Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne Sewell LLP, serve as the Debtors' counsel. SSG Advisors, LLC provides investment banking services, and UpShot Services LLC serves as claims, noticing and balloting agent. The Official Committee of Unsecured Creditors appointed in the Debtors' cases retained Gavin/Solmonese, LLC as financial advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq., Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt Kopf & Harr, PC as attorneys. COMMUNITY HEALTH: Enters Into Amendments to Securitization Program ------------------------------------------------------------------ Community Health Systems, Inc. on March 31 disclosed that its wholly owned subsidiary, CHS/Community Health Systems, Inc. ("CHS"), and certain of CHS' subsidiaries have entered into amendments to its accounts receivable securitization program with a group of conduit lenders and liquidity banks that increase the size of the Receivables Facility from $500 million to $700 million. Credit Agricole Corporate and Investment Bank will continue to serve as managing agent and the administrative agent and The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd. will also continue to serve as managing agents. During the term of the Receivables Facility, these subsidiaries of CHS, including additional subsidiaries that were not previously a party to the Receivables Facility, sell certain of their existing and future accounts receivable to CHS, which then sells or contributes the Receivables to CHS Receivables Funding, LLC, a bankruptcy- remote, special-purpose limited liability company. CHS Receivables Funding, LLC in turn grants security interests in the Receivables to Credit Agricole Corporate and Investment Bank in exchange for borrowings from the Lenders of up to $700 million outstanding from time to time based on the availability of eligible Receivables and other customary factors. Unless earlier terminated or subsequently extended pursuant to its terms, the Receivables Facility will expire on March 21, 2016, subject to customary termination events that could cause an early termination date. The amendment to the Receivables Facility will be more fully described in, and the principal agreements amending the program will be filed as exhibits to, a Current Report on Form 8-K to be filed with the Securities and Exchange Commission. About Community Health Systems, Inc. Community Health Systems, Inc. -- http://www.chs.net-- is one of the largest publicly-traded hospital companies in the United States and a leading operator of general acute care hospitals in communities across the country. Through its subsidiaries, the Company currently owns, leases or operates 206 affiliated hospitals in 29 states with an aggregate of approximately 31,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." COMSTOCK MINING: Reports $25.4 Million 2013 Loss ------------------------------------------------ Comstock Mining Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss available to common shareholders of $25.36 million on $24.82 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss available to common shareholders of $35.13 million on $5.13 million of total revenues for the year ended Dec. 31, 2012. Comstock Mining incurred a net loss available to common shareholders of $16.30 million in 2011. As of Dec. 31, 2013, the Company had $43.99 million in total assets, $23.75 million in total liabilities and $20.24 million in total stockholders' equity. A copy of the Form 10-K is available for free at: http://is.gd/ozPzx7 About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. CONSTAR INTERNATIONAL: Creditors, Lenders Ink Deal -------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware approved the term sheet resolving the potential challenges of the Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Constar International Holdings LLC, et al., and the fixing of reserves for creditors. In February, the Court authorized the sale of the Debtors' assets to Plastipak Packaging Inc., pursuant to which a $3.75 million reserve was established from the proceeds of the sale of the Debtors' assets to Plastipak in connection with the Committee's potential challenges to the validity of the liens asserted by the Lenders. Under the settlement, $1.4 million from the proceeds of the sale of the Debtors' assets will be released to the Debtors' estates and be held by Wilmington Trust, as escrow agent, to fund the Chapter 11 estates through consummation of the Committee's Plan, including but not limited to expenses incurred by the Debtors' estates relating to: (a) payment of administrative expense claims incurred following consummation of the U.S. asset sale through consummation of a Chapter 11 plan, and (b) all professional fees incurred after the closing of the U.S. asset sale on Feb. 27, 2014. Each of the Committee and its members; Wells Fargo Capital Finance LLC as revolving DIP agent; Black Diamond Commercial Finance L.L.C. as DIP note agent; Black Diamond, Solus Alternative Asset Management L.P., J.P. Morgan Investment Management, Inc., and Northeast Investors Trust as holders under the roll-over credit facility and the shareholder credit facility, and Black Diamond, as debt holder manager and collateral agent, mutually release their claims and interests on assets that weren't sold, except for real estate. The Creditors' Committee also withdrew its challenge to the validity of the Lenders' liens. A full-text copy of the Term Sheet is available for free at: http://bankrupt.com/misc/CONSTARdeal0325.pdf About Constar International Privately held Constar International Holdings and nine affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on Dec. 19, 2013. This is Constar International's third bankruptcy. Constar, which manufactures plastic containers, first filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan and emerged from bankruptcy in May 2009. Constar and its affiliates returned to Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11 plan and emerged from bankruptcy in June 2011. The 2013 petition listed assets worth less than $100 million against $123 million on three layers of secured debt. Judge Christopher S. Sontchi oversees the 2013 case. Constar is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as Constar's claims and noticing agent, and administrative advisor. Lincoln Partners Advisors LLC serves as the Debtors' financial advisor. Attorneys at Brown Rudnick LLP represent the official committee of unsecured creditors. The Committee retained Alvarez & Marsal North America LLC as its financial advisor. Counsel to Wells Fargo Capital Finance, LLC, the revolving loan agent, is Andrew M. Kramer, Esq., at Otterbourg P.C. In February 2014, the Bankruptcy Court authorized Constar to sell certain assets to Plastipak Packaging, Inc., a global manufacturer of rigid plastic packaging. The Court determined that Plastipak's $102,450,000 offer for the Debtors' U.S. assets bested the offers from Amcor Rigid Plastics USA, Inc., and Envases Universales De Mexico S.A.P.I. De C.V. during a Feb. 6 auction. Separately, the Court authorized Constar to sell a facility in Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for $3 million. There was no other bidder for the Maryland facility. The sole director of debtor Constar International U.K. Limited has appointed Daniel Francis Butters and Nicolas Guy Edwards of Deloitte LLP as administrators. The U.K. Administration Proceeding follows the closing of the sale of the U.K. assets to Sherburn Acquisition Limited. The Delaware Bankruptcy Judge authorized the U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727, (or US$7,046,000), less the deposit in the sum of US$1,250,000. Secured lender Black Diamond Commercial Finance, LLC, as DIP note agent, and Wells Fargo Capital Finance, LLC, as DIP revolving agent and agent under the revolving loan facility, consented to the administration of Constar U.K. and the appointment of the Joint Administrators. CORE ENTERTAINMENT: S&P Puts 'B' CCR on CreditWatch Negative ------------------------------------------------------------ Standard & Poor's Ratings Services placed its 'B' corporate credit rating on CORE Entertainment Inc., along with all issue-level ratings on its debt, on CreditWatch with negative implications. The CreditWatch placement is based on Core Entertainment's weak operating performance in the third quarter of 2013 and continued ratings declines at both "American Idol" in the most recent season (aired Jan. 15, 2014) and "So You Think You Can Dance." Audience ratings for "American Idol" continue to decline as season 12 in 2013 was down roughly 23%. S&P believes the decline is the result of increased competition by similar shows and the typical limit life cycle of unscripted shows. The premiere of season 13 in January was also down 22%, a sign that declines are not moderating, and the show recently hit an all-time ratings low. S&P believes the fall-off in ratings will have negative repercussions for ratings-based bonus TV fees in 2014, potentially leading to lower revenue generated from music touring, record sales, and merchandising. Sponsorships and minimum touring guarantees are usually booked 12 months in advance, and could be hurt in 2014 and 2015 based on recent ratings declines. S&P also believes the company could encounter pressure on its fees for the show's next renewal by Fox. S&P's liquidity assessment is "adequate." S&P expects CORE's liquidity sources will include roughly $31 million of borrowing availability under its $35 million revolving credit facility due 2016 (as of Sept. 30, 2013) as well as cash balances. S&P expects discretionary cash flow to be modest in 2014. There are no near- term debt maturities, but bullet maturities in 2017 and 2018 pose refinancing risks given recent operating trends. "Our negative CreditWatch listing reflects our expectation that performance of the company's programming portfolio will continue to decline over the next few seasons. Factors that could lead to a downgrade include a high-single-digit percent or greater decline in television revenue for 2014 because of rating declines at "American Idol" in excess of 10%-15%, which we regard as a normal pace of audience attrition. This scenario could result from a decline in the appeal of on-air talent, excessive judge turnover, or the debut of additional talent-based TV shows with a new concept. We also could lower our rating if we become convinced that CORE will not generate positive discretionary in 2014. If we become convinced that Fox will not renew American Idol, we could consider a multi-notch downgrade to the 'CCC' category, given CORE's heavy revenue and EBITDA reliance on the show. Removing the ratings from CreditWatch negative would require CORE to reduce debt leverage and diversify its portfolio (potentially through successful program development), while maintaining adequate liquidity," S&P noted. CUBIC ENERGY: Amends Various Regulatory Filings with SEC -------------------------------------------------------- Cubic Energy, Inc., amended its quarterly report on Form 10-Q for the period ended Sept. 30, 2013, to include a previously omitted exhibit, and to modify the "special note regarding forward looking statements." The remainder of the Quarterly Report on Form 10-Q contains no substantive changes. A copy of the Form 10- Q/A is available for free at http://is.gd/EujQ0e The Company also amended its quarterly report for the period ended Dec. 31, 2013, to revise the classification of the Company's Series C voting preferred stock on the Compaby's balance sheet. The Company also amended information for Natural gas liquids to present that information on a per barrel basis, and modified Note H to the Company's condensed consolidated financial statements. The remainder of the Quarterly Report on Form 10-Q contains no substantive changes. A copy of the Form 10-Q/A is available for free at http://is.gd/blZ4bE Form 8-K Report Amendment As reported by the Company on Sept. 27, 2013, the Company consummated the following transactions on Oct. 2, 2013: (i) the acquisition from Gastar Exploration Texas, LP, of proven reserves, oil & natural gas production and undeveloped leasehold interests in Leon and Robertson Counties, Texas; (ii) the acquisition from Navasota Resources, Ltd., LLP, of proven reserves, oil & natural gas production and undeveloped leasehold interests in Leon and Robertson Counties, Texas; and (iii) the acquisition from Tauren Exploration, Inc., of well bores, proven reserves, oil and natural gas production and undeveloped leasehold interests in the Cotton Valley formation in DeSoto and Caddo Parishes, Louisiana. Item 9.01(a) of the Original Form 8-K was amended and restated in its entirety as follows: "The audited statement of revenues and direct operating expenses of the Acquired Properties for the years ended December 31, 2012 and 2011, together with the report of Philip Vogel & Co. with respect thereto, together with the unaudited statements of revenues and direct operating expenses of the Acquired Properties for the nine months ended September 30, 2013 and 2012, are included as Exhibit 99.3 to this Amendment No. 2 and are incorporated herein by reference." A copy of the Exhibit is available for free at: http://is.gd/5IcK25 98 Million Shares Prospectus Amendment Cubic Energy amended its Form S-1 registration statement relating to the resale by the holders of 98,751,823 shares of the Company's common stock issuable upon the exercise of warrants to purchase shares of the Company's common stock. The Company will not receive any of the proceeds from the resale of shares offered by the selling shareholders. The Company's common stock is traded on the OTCQB Tier of the U.S. OTC Markets under the symbol "CBNR." On March 14, 2014, the last reported sale price of the Company's common stock was $0.23 per share. A copy of the Form S-1/A is available for free at: http://is.gd/a2tefN About Cubic Energy Cubic Energy, Inc., headquartered in Dallas, Texas, is an independent upstream energy company engaged in the development and production of, and exploration for, crude oil and natural gas. Its oil and gas assets and activities are concentrated in Louisiana. Cubic Energy incurred a net loss of $5.93 million for the year ended June 30, 2013, as compared with a net loss of $12.49 million for the year ended June 30, 2012, and a net loss of $10.28 million for the year ended June 30, 2011. The Company's balance sheet at Dec. 31, 2013, showed $140.69 million in total assets, $137.02 million in total liabilities and $3.66 million in total stockholders' equity. CUI GLOBAL: Delays Form 10-K for 2013 ------------------------------------- CUI Global, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Dec. 31, 2013. The Company said its outside auditors have not completed their work in connection with compiling the financial information that is a part of the Form 10-K. It is expected that the work will be completed within the extended filing period. The Company completed an equity raise under a registered offering which resulted in net proceeds of $45,135,280 to the company after related expenses, and made an acquisition of Orbital Gas Systems in April 2013 which will contribute to increased financial assets and liabilities as well as revenues, expenses and results. Additionally, Orbital Gas Systems, the Company's wholly owned subsidiary, is a company registered, located and doing business in the United Kingdom, which requires substantial effort and time to bring this company and its various divisions into full compliance with U.S. GAAP and U.S. regulatory compliance for inclusion in the consolidated results of CUI Global, Inc. About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. CUI Global incurred a net loss allocable to common stockholders of $2.52 million in 2012, a net loss allocable to common stockholders of $48,763 in 2011 and a net loss allocable to common stockholders of $7.01 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $36.61 million in total assets, $11.79 million in total liabilities and $24.82 million in total stockholders' equity. CUMULUS MEDIA: Posts $165.4 Million Net Income in 2013 ------------------------------------------------------ Cumulus Media Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income attributable to common shareholders of $165.40 million on $1.02 billion of net revenues for the year ended Dec. 31, 2013, as compared with a net loss attributable to common shareholders of $54.16 million on $1 billion of net revenues for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $3.87 billion in total assets, $3.35 billion in total liabilities and $512.74 million in total stockholders' equity. Bankruptcy Warning "The lenders under the Credit Agreement have taken security interests in substantially all of our consolidated assets, and we have pledged the stock of certain of our subsidiaries to secure the debt under the Credit Agreement. If the lenders accelerate the required repayment of borrowings, we may be forced to liquidate certain assets to repay all or part of such borrowings, and we cannot assure you that sufficient assets will remain after we have paid all of the borrowings under such Credit Agreement. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and we could be forced into bankruptcy or liquidation," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/MTzQR9 About Cumulus Media Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is an operator of radio stations, currently serving 110 metro markets with more than 525 stations. In the third quarter of 2011, Cumulus Media purchased Citadel Broadcasting, adding more than 200 stations and increasing its reach in 7 of the Top 10 US metros. Cumulus also acquired the Citadel/ABC Radio Network, which serves 4,000+ radio stations and 121 million listeners, in the transaction Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debts that topped $97 million as of June 30, 2011. Holdings estimated debts between $50 million and $100 million but said assets are worth less than $50 million. AR Broadcasting operated radio stations in Missouri and Texas. * * * Standard & Poor's Ratings Services in October 2011 affirmed is 'B' corporate credit rating on Cumulus Media. "The ratings reflect continued economic weakness and higher post- acquisition leverage than we initially expected," said Standard & Poor's credit analyst Jeanne Shoesmith. "They also reflect the combined company's sizable presence in both large and midsize markets throughout the U.S." As reported by the TCR on April 3, 2013, Moody's Investors Service downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD. The downgrades reflect Moody's view that the pace of debt repayment and delevering will be slower than expected. Although EBITDA for 4Q2012 reflects growth over the same period in the prior year, results fell short of Moody's expectations. DOLAN COMPANY: Joint Disclosure Statement & Plan Hearing on May 1 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on May 1, 2014 at 9:00 a.m., to consider, among other things, the adequacy of the disclosure statement explaining The Dolan Company, et al.'s Prepackaged Plan and the confirmation of such Plan. Any objections to the adequacy of information in the Disclosure Statement or confirmation of the Plan must be filed on or before April 24. The Plan provides a comprehensive restructuring of Dolan's obligations, preserves the going-concern value of the company's businesses, maximizes recoveries available to all constituents, provides for an equitable distribution to the company's stakeholders, and protects the jobs of approximately 635 employees. More specifically, the Plan provides, among other things, that: -- In exchange for the company's prepetition lenders' claims on account of the prepetition credit agreement, (1) the company and the lenders will enter into a new senior secured "last-out" term loan in the face amount of $50 million less the amount of any Additional Loans and the amounts funded under the Reorganized Dolan revolving facility as of the Effective Date, (2) the lenders shall be issued 100% of the equity interests in New Topco (the "Reorganized Equity"), subject to dilution for the interests issued to DR LenderCo LLC ("Lender Newco"), and (3) such lenders shall receive 100% of the interests in a special purpose vehicle (the "Seller Notes SPV") established to administer and distribute proceeds of the notes receivable issued as consideration under the purchase agreements for Dolan APC LLC's former mortgage processing services businesses, which notes receivable will be assigned the Seller Notes SPV (the "SPV Interests"); -- In further exchange for the Company's prepetition lenders' claims on account of the prepetition credit agreement, (1) Reorganized Dolan LLC shall distribute its membership interest in DiscoverReady to New Topco and (2) Lender Newco, which holds such lenders' 9.9% membership interest in DiscoverReady, shall merge into New Topco; upon consummation of these transactions, New Topco shall become the 100% owner of DiscoverReady; -- The Company and its prepetition lenders will enter into a new senior secured "first-out" $15 million revolving loan commitment (the "Reorganized Dolan Revolving Facility"), which will fund the Debtors' exit from chapter 11 protection; provided, that, at the option of the lenders holding the majority of the debt outstanding under the Company's prepetition credit agreement, borrowings under the Reorganized Dolan Revolving Facility on the Effective Date may be limited to no more than $5 million so long as the balance of the Exit Costs are funded with additional loans issued on the same terms and conditions as the Reorganized Dolan Term Loan (the "Additional Loans"); -- All outstanding and undisputed General Unsecured Claims against the Company will be unimpaired and unaffected by the restructuring and will be paid in full in cash on the later of (1) the Effective Date of the Plan or (2) in the ordinary course of business when such claims become due and owing; -- At the option of the Company, with the consent of its prepetition lenders, or the reorganized Company, as applicable, Intercompany Claims and Interests shall be (1) left unaltered and rendered unimpaired or (2) cancelled; -- The Dolan Company's existing interests shall be cancelled; -- Each of the Company's prepetition lenders has agreed to a standstill to forbear from exercising any remedies against DiscoverReady or Dolan DLN LLC under the prepetition credit agreement during the pendency of the chapter 11 cases; -- Each of the Company's prepetition lenders agrees to release DiscoverReady from any and all claims arising under the prepetition credit agreement upon the Effective Date; and -- On the Effective Date, the Company's prepetition lenders will provide DiscoverReady (on a pro rata basis in accordance with the amount of claims arising under the prepetition credit agreement beneficially held by such lender) a new $10 million revolving credit facility. A copy of the Prepackaged Chapter 11 Plan of Reorganization is available for free at: http://bankrupt.com/misc/Dolan_Co_Ch11_Plan.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Dolan_Co_Plan_Outline.pdf About The Dolan Company Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its subsidiaries provide professional services and business information to the legal, financial and real estate sectors. The Dolan Company and several affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to 14-10637) on March 23, 2014. Marc Kieselstein, P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P. Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Faegre Baker Daniels LLP serves as the Debtors' special counsel; Peter J. Solomon Company serves as financial advisors; and Kurtzman Carson Consultants, LLC, serves s noticing and balloting agent. Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also serves as advisors. Dolan listed $236.2 million in total assets and $185.9 million in total debts at Sept. 30, 2013. The petitions were signed by Vicki J. Duncomb, authorized signatory. Global investment management firm T. Rowe Price Associates, Inc., owns nearly 10% of the company's stock, while James Dolan owns 6.8%. Dolan's e-discovery business, DiscoverReady LLC, did not file a chapter 11 petition and its operations will not be affected by the chapter 11 process. On March 18, 2014, Dolan and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the RSA, the Company commenced solicitation for votes on the chapter 11 plan from secured creditors, the only parties entitled to vote under the plan of reorganization. The chapter 11 plan contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a global private investment firm with more than $15 billion of equity capital under management. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The RSA also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. Kevin Nystrom serves as the Company's chief restructuring officer. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. The Company expects to emerge from bankruptcy within two months. The Debtors have requested procedural consolidation and joint administration of the chapter 11 cases. DOLAN COMPANY: Has Interim Approval to Tap $4.5MM in DIP Loans -------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware gave interim authority for The Dolan Company, et al., to obtain postpetition financing up to an aggregate principal amount of $4.5 million from Bayside Capital, Inc., as administrative agent for a consortium of lenders. The Debtors are also granted interim authority to use cash collateral securing their prepetition indebtedness. The Prepetition Agent and Lenders are granted replacement liens and superpriority claims as adequate protection of their interests in the Prepetition Collateral against any diminution in value of those interests. At a hearing on the DIP motion on March 25, the Debtors advised the Court of the resolution of certain informal comments raised by the U.S. Trustee and of an open issue with the proposed lenders. At the conclusion of that hearing, the Debtors reported an agreed resolution with the DIP Lenders, and the Court determined to grant the financing motion subject to revisions discussed on the record at the March 25 hearing. The final hearing will be held by the Court on April 17, 2014, at 11:00 a.m. (ET). Objections are due April 10. A full-text copy of the Interim DIP Order with Budget is available for free at http://bankrupt.com/misc/DOLANdipord0326.pdf The Debtors are represented by Marc Kieselstein, Esq., and Jeff Pawlitz, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Michael R. Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The DIP Agent is represented by Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in New York; Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in Dallas, Texas; and David Stratton, Esq., and David Fournier, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware. About The Dolan Company Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its subsidiaries provide professional services and business information to the legal, financial and real estate sectors. The Dolan Company and several affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to 14-10637) on March 23, 2014. Marc Kieselstein, P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P. Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Faegre Baker Daniels LLP serves as the Debtors' special counsel; Peter J. Solomon Company serves as financial advisors; and Kurtzman Carson Consultants, LLC, serves s noticing and balloting agent. Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also serves as advisors. Dolan listed $236.2 million in total assets and $185.9 million in total debts at Sept. 30, 2013. The petitions were signed by Vicki J. Duncomb, authorized signatory. Global investment management firm T. Rowe Price Associates, Inc., owns nearly 10% of the company's stock, while James Dolan owns 6.8%. Dolan's e-discovery business, DiscoverReady LLC, did not file a chapter 11 petition and its operations will not be affected by the chapter 11 process. On March 18, 2014, Dolan and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the RSA, the Company commenced solicitation for votes on the chapter 11 plan from secured creditors, the only parties entitled to vote under the plan of reorganization. The chapter 11 plan contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a global private investment firm with more than $15 billion of equity capital under management. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The RSA also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. Kevin Nystrom serves as the Company's chief restructuring officer. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. The Company expects to emerge from bankruptcy within two months. The Debtors have requested procedural consolidation and joint administration of the chapter 11 cases. DOLAN COMPANY: Schedules Filing Date Extended to May 22 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended The Dolan Company, et al.'s time within which to file their schedules of assets and liabilities and statements of financial affairs through and including May 22, 2014. The Court said the requirement that the Debtors file the Schedules and Statements is permanently waived effective upon the date of confirmation of the Prepackaged Plan if confirmation occurs on or before May 22. About The Dolan Company Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its subsidiaries provide professional services and business information to the legal, financial and real estate sectors. The Dolan Company and several affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to 14-10637) on March 23, 2014. Marc Kieselstein, P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P. Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Faegre Baker Daniels LLP serves as the Debtors' special counsel; Peter J. Solomon Company serves as financial advisors; and Kurtzman Carson Consultants, LLC, serves s noticing and balloting agent. Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also serves as advisors. Dolan listed $236.2 million in total assets and $185.9 million in total debts at Sept. 30, 2013. The petitions were signed by Vicki J. Duncomb, authorized signatory. Global investment management firm T. Rowe Price Associates, Inc., owns nearly 10% of the company's stock, while James Dolan owns 6.8%. Dolan's e-discovery business, DiscoverReady LLC, did not file a chapter 11 petition and its operations will not be affected by the chapter 11 process. On March 18, 2014, Dolan and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the RSA, the Company commenced solicitation for votes on the chapter 11 plan from secured creditors, the only parties entitled to vote under the plan of reorganization. The chapter 11 plan contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a global private investment firm with more than $15 billion of equity capital under management. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The RSA also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. Kevin Nystrom serves as the Company's chief restructuring officer. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. The Company expects to emerge from bankruptcy within two months. The Debtors have requested procedural consolidation and joint administration of the chapter 11 cases. DETROIT, MI: Emergency Manager Says Creditor Support Is Mounting ---------------------------------------------------------------- Law360 reported that Detroit emergency manager Kevyn Orr said that he expected to garner enough support for the bankrupt city's plan of adjustment within the next couple of weeks to secure approval from a bankruptcy court before the fall. According to the report, speaking alongside Michigan Gov. Rick Snyder at a panel discussion hosted by the conservative think tank Manhattan Institute for Policy Research in New York City, Orr touted the city's economic outlook and maintained that Detroit was well on its way to prosperity despite the $18 billion in debt that led the City to bankruptcy. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Files Amended Plan & Disclosure Statement ------------------------------------------------------ The City of Detroit on March 31 filed an amended plan of adjustment and a related disclosure statement with the U.S. Bankruptcy Court for the Eastern District of Michigan. The filing offers additional details about the: In all, the amended filing offers greater detail regarding the Plan the City first proposed on Feb. 21 and the City's restructuring efforts. The City expects to file further amendments to the Plan and Disclosure Statement before the scheduled April 14 hearing to approve the final Disclosure Statement to reflect further developments in the City's Chapter 9 case. The City looks to exit its historic bankruptcy by late summer as a fiscally solvent municipality that is better able to provide basic services to its residents. "The City continues to make progress with its creditors and retirees and hopes to reach agreement in the near term on a number of outstanding issues," said Kevyn D. Orr, Emergency Manager for the City of Detroit. "We believe that the Plan we have proposed, and continue to refine, is feasible and allows the City to reduce its staggering $18 billion in debt and live within its means. The Plan puts the focus back on providing essential public services to the City's nearly 700,000 residents." Substantive changes or additions to the revised Plan and Disclosure Statement include: Copies of the Plan and Disclosure Statement, along with additional information and links related to the Chapter 9 case, can be found at http://www.detroitmi.gov/EmergencyManager.aspx Bankruptcy Court filings are available online, free of charge, at http://kccllc.net/Detroit Miller Buckfire & Co., Jones Day, Ernst & Young and Conway MacKenzie Inc. are advising the City of Detroit on its restructuring. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Proposes Reducing Payouts -------------------------------------- Matthew Dolan, writing for The Wall Street Journal, reported that the bankrupt city of Detroit said it would pay some of its bondholders and pensioners less than originally offered, according to a revised version of the city's debt-cutting plan filed in federal court. According to city officials, if current and retired police and firefighters vote to approve the new plan, they would see a 6% reduction in their pension benefits and the elimination of cost- of-living adjustments, the report related. If they voted against the plan, the reduction would become 14%. Other employees and retirees would see greater cuts under the revised plan. The figures are generally lower than the original plan proposed by the city's emergency manager in February, the report further related. Some unsecured bondholders owed hundreds of millions of dollars would see their payout reduced to 15 cents on the dollar from 20 cents in certain cases, according to Bill Nowling, a spokesman for the city's emergency manager, the report added. The lower payouts were the result of creating a separate funding class for those eligible for retiree health care, reducing the amount available to other creditors, according to Mr. Nowling. The bankrupt city has been spending months trying to convince its major creditors that it needs to restructure an estimated $18 billion in long-term obligations by paying secured creditors in full, paying pension funds a reduced amount and giving other unsecured creditors a smaller fraction of the debt outstanding the city owes, according to the report. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DOWNTOWN PHOENIX: S&P Revises Outlook & Affirms 'BB+' Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its outlook on Downtown Phoenix Hotel Corp.'s series 2005A bonds to negative from stable. In addition, S&P affirmed its 'BB+' issue-level rating on the bonds. The '4' recovery rating on the Series 2005A bonds remains unchanged. The outlook revision reflects the weak operating performance of the hotel in 2013 because of lower group bookings resulting in much weaker financial performance and DSCR. If S&P do not see improved performance in occupancy, ADR, and RevPAR in 2014 and the project does not achieve S&P's expectation of 0.97x DSCR, it could lower the rating later this year. "We would revise the outlook to stable if the DSCR returns to above 1.1x and the project maintains its strong liquidity position," said Standard & Poor's credit analyst Jayne Ross. Standard & Poor's rating on Downtown Phoenix Hotel's $156.71 million (about $153.6 million outstanding as of Dec. 31, 2013) senior revenue bonds series 2005A is 'BB+'. The rating reflects S&P's view of the project's strong liquidity, location near the convention center, an experienced hotel operator, its slow ramp-up since opening in the midst of the Great Recession in 2008, and the continued weak Phoenix hospitality market. The outlook is negative. The bonds have a recovery rating of '4', indicating S&P's expectation of average (30% to 50%) recovery if a payment default occurs. The negative outlook on Downtown Phoenix Hotel reflects S&P's view that the hotel's operating performance will improve somewhat in 2014, but if S&P's base case projections fall short, it could lower the ratings within the next year. Specifically, S&P currently estimates that its calculation of project's DSCR will remain low for the rating, at about 0.97x in 2014 but the project's very strong liquidity provides a good cushion over the near term. In addition, S&P do not expect that the project will have to draw on reserves to meet debt service obligations. S&P may lower the rating if it do not see improved operating performance in 2014 and the project does not reach S&P's expectation of 0.97x DSCR. S&P would revise the outlook to stable, if operating performance (occupancy in the high 50% range, stable to improving ADR and RevPAR), DSCR strengthens to above 1.1x, and the project maintains its strong liquidity position. DTS8 COFFEE: Incurs $591,000 Net Loss in Jan. 31 Quarter -------------------------------------------------------- DTS8 Coffee Company, Ltd., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $591,028 on $90,327 of sales for the three months ended Jan. 31, 2014, as compared with a net loss of $812,864 on $65,463 of sales for the same period in 2013. For the nine months ended Jan. 31, 2014, the Company reported a net loss of $749,541 on $232,562 of sales as compared with a net loss of $996,386 on $185,256 of sales for the same period a year ago. The Company's balance sheet at Jan. 31, 2014, showed $4.60 million in total assets, $998,252 in total liabilities, all current, $3.60 million in total shareholders' equity. "Our continuation as a going concern is contingent upon our ability to obtain additional financing and to generate revenue and cash flow to meet our obligations on a timely basis. Any failure to generate revenue and profits will raise substantial doubt about our ability to continue as a going concern. We plan to retain cash flow we earn in order to develop our business," the Company said the Quarterly Report. A copy of the Form 10-Q is available for free at: http://is.gd/IiI2Yu About DTS8 Coffee DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.) was incorporated in the State of Nevada on March 27, 2009. Effective Jan. 22, 2013, the Company changed its name from Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd. On April 30, 2012, the Company acquired 100 percent of the issued and outstanding capital stock of DTS8 Holdings Co., Ltd., a corporation organized and existing since June 2008 under the laws of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd. DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet coffee roasting company established in June 2008. DTS8 Coffee's office and roasting factory is located in Shanghai, China. DTS8 Coffee is in the business of roasting, marketing and selling gourmet roasted coffee to its customers in Shanghai, and other parts of China. It sells gourmet roasted coffee under the "DTS8 Coffee" label through distribution channels that reach consumers at restaurants, multi-location coffee shops, and offices. Malone & Bailey, PC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. DTS8 Coffee incurred a net loss of $1.11 million for the year ended April 30, 2013, following a net loss of $45,730 for the year ended April 30, 2012. EASTERN HILLS: Chapter 11 Trustee Seeks Approval of Asset Sale -------------------------------------------------------------- Eastern Hills Country Club owns real property and operates as a country club. It filed bankruptcy due to alleged embezzlement, and falling behind on payments to the Internal Revenue Service, Texas Alcohol and Beverage Commission, and other vendors and suppliers. In 2006, the debtor entered into a plan of merger as part of an agreement to keep it operating, which allows a buyout of the debtor for $500,000 if the "requisite number of equity members" approve it. On Marcy 17, 2014, Robert Yaquinto, Jr., the chapter 11 trustee of the debtor, filed an amended motion to sell the Eastern Hills Country Club free and clear of all liens, claims and encumbrances pursuant to 11 U.S.C. Sec. 363. The amended motion was filed to correct the prayer from the first motion, filed March 12, 2014, in order to also seek the Court's authorization of the sale free and clear of all deed restrictions, namely the buyout provision. The debtor's property is encumbered by tax liens, and possibly mechanics and materialmen's liens. The Trustee believes that any purchase money mortgage debt has been satisfied and is seeking a release from Citibank, the successor to Security Bank & Trust. The professional employed to market the assets received 10 contracts to purchase the debtor's real property. The Trustee seeks authority to sell the property to H&M Eastern Hills, LLC for $3,894,000. H&M's offer includes the payment of a $28,000 break up fee if it is outbid. The Trustee discloses that he has "informed prospective buyers who have indicated an intention to participate in an auction [that] bidding will start at $4,000,000." If other prospective purchasers appear at the hearing on the amended motion, the Trustee proposes to adjourn the hearing and conduct an auction. The Trustee asserts that the sale will maximize proceeds received by the estate and that "anything other than a prompt sale threatens to substantially lower the proceeds available for creditors and increase the expense related to the administration of the Estate." The Trustee further contends that the proposed sale is an arm's length transaction arrived at through disinterested marketing and that H&M is not insider of the debtor nor has any undisclosed interests. Further, the trustee argues, the price offered by H&M is fair market value that "may be tested if a higher or better offer is received." Parties have 24 days from the date served with the amended motion to object. About Eastern Hills Eastern Hills Country Club filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013. The Debtor estimated at least $10 million in assets and less than $1 million in liabilities. The petition was signed by David Harvey as president. Judge Stacey G. Jernigan presides over the case. Richard W. Ward, Esq., serves as the Debtor's counsel. According to Web site, http://www.easternhillscc.com,the Eastern Hills Country Club in Garland Texas, was established in 1954 and boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq. foot putting green, practice facility, and driving range. The golf course has been home of the Texas Womens Open since 2011. The Department of the Treasury, Internal Revenue Service, the State of Texas and VGM Financial Services, 1111 W. San Marnan, Waterloo, IA 50701 assert interest on inventory, accounts receivable and proceeds. Robert Yaquinto, Jr., has been named the Chapter 11 trustee of Eastern Hills Country Club. He is represented by his firm, Sherman & Yaquinto, LLP. EDGENET INC: Wants Former Owners' Committee Disbanded ----------------------------------------------------- Edgenet, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to disband the Official Committee of Noteholders, arguing that the appointment of the special interest noteholders' committee was unnecessary given the facts and circumstances of the case. The Debtors specifically argue that the special interest Note Holders? Committee is unwarranted in their Chapter 11 cases for three reasons: (1) the special interest Note Holders? Committee is not necessary to protect the Note Holders? interests which are already protected by Ernest Wu, the fiduciary contractually vested with the obligation to protect their interests as their attorney- in- fact; (2) the administrative expense of the special interest Note Holders? Committee is not justified under the circumstances in light of the fact the party contractually vested with the right to resolve disputes on behalf of the Note Holders is not a member of the Note Holders? Committee; and (3) the presence of the special interest Note Holders? Committee is counterproductive insofar as it gives rise to the potential for dueling fiduciaries. If objections to the Debtors' request are filed on or before April 3, 2014, and those objections are not otherwise timely resolved, a hearing to consider the objections and the request will be held on April 10, at 10:00 a.m. (prevailing Eastern Time). Domenic E. Pacitti, Esq., Raymond H. Lemisch, Esq., and Margaret M. Manning, Esq., at KLEHR HARRISON HARVEY BRANZBURG LLP, in Wilmington, Delaware; and Morton R. Branzburg, Esq., at KLEHR HARRISON HARVEY BRANZBURG LLP, in Philadelphia, Pennsylvania, represent the Debtors. About Edgenet Inc. Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud- based content and applications that enable companies to sell more products and services with greater ease across multiple channels and devices. Edgenet has three business locations: Waukesha, WI, Brentwood, TN, and its main office in Atlanta, GA. The Company has 80 employees. Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014. Edgenet Inc. estimated assets of at least $10 million and liabilities of $100 million to $500 million. Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware, serves as counsel to the Debtors; Glass Ratner Advisory & Capital Group LLC is the financial advisor; JMP Securities, LLC, is the investment banker, and Phase Eleven Consultants, LLC, is the claims and noticing agent. The U.S. Trustee has been unable to appoint an official unsecured creditors committee as no sufficient interest has been generated from creditors. Fred Marxer, Timothy Choate and Davis Carr, individuals and holders of a segment of the promissory notes issued in 2004 that have been referred to by Edgenet, Inc., et al., requested that the Court will issue an order appointing an official committee of Seller Noteholders, or in the alternative, an official committee of unsecured creditors, with members appointed from the Seller Noteholders who agree to waive any continued security interest arising from the Seller Notes. EMPIRE RESORTS: Appoints Edmund Marinucci as Director ----------------------------------------------------- The Board of Directors of Empire Resorts, Inc., appointed Edmund Marinucci to fill a vacancy in the Board and the board of directors of each subsidiary of Empire created by the resignation of Au Fook Yew. Mr. Marinucci was nominated to stand for election as a director of Empire by Kien Huat Realty III Limited, the Company's largest stockholder, pursuant to a nomination right held by Kien Huat under an Investment Agreement between the Company and Kien Huat dated Aug. 19, 2009. The Investment Agreement provides that Kien Huat has the right to recommend three directors to the Board, subject to the reasonable approval of the Nominating and Corporate Governance Committee. The Nominating Committee reviewed Mr. Marinucci's qualifications and the needs of the Company and had determined to recommend to the Board that Mr. Marinucci be appointed to the board of directors of the Company and each subsidiary to fill the vacancies resulting from the resignation of Mr. Au. Mr. Marinucci has been a partner at PCH Hotels, LLC, a boutique hotel and resort operator based in San Francisco that is an operating division of Pacific Union Company since 1983. From October 1983 to December 2008, Mr. Marinucci served as a president of PCH Hotels, LLC. PCH Hotels owned and managed properties in the U.S. and the Caribbean. Those properties included Meadowood Resort (Napa, California), Windermere Island Club (Bahamas), Divi Resorts (Aruba), Downtown Athletic Club (New York City), Frangipani Resort (Anguilla) and Marriott Resort (Grand Cayman). During his presidency of PCH Hotels, he oversaw the ground-up development of The Hotel Griffon and the renovation and repositioning of the Drisco Hotel (each in San Francisco). Prior to PCH Hotels, Mr. Marinucci served as director of development for HCP Hotels/Aston Resorts in Hawaii. In that position, Mr. Marinucci oversaw all development aspects of the hotel group and grew inventory from 15 to 20 hotel resorts. Mr. Marinucci is a member of The Cornell Hotel Society. Mr. Marinucci received a BS in Hotel Administration from the Cornell University School of Hotel Administration. 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 TODAY: S&P Affirms 'B-' CCR & Revises Outlook to Stable -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Chicago-based Empire Today LLC, and revised the outlook to stable from negative. At the same time, S&P affirmed the 'B-' issue-level rating (the same as the corporate credit rating) on the company's $150 million senior secured notes due 2017. The recovery rating remains '4', indicating S&P's expectation for average (30%-50%) recovery for noteholders in the event of a payment default. "The outlook revision reflects our belief that recent management and operational challenges concerning related party transactions regarding the company's former CEO and CFO and consistency of strategy have been remedied," said Standard & Poor's credit analyst Kristina Koltunicki. "We no longer believe this litigation will hamper the company's liquidity position. We also anticipate that additional procedures have been put in place to prevent the reoccurrence of a similar situation in the future." Standard & Poor's views the company's business risk profile as "vulnerable" and its financial risk profile as "highly leveraged." The business risk profile incorporates S&P's view of its narrow focus in the replacement flooring industry, heavy reliance on the effectiveness of TV advertising to generate customer leads, and susceptibility to shifts in discretionary consumer spending. Empire's financial risk profile reflects its high debt levels and thin cash flow protection measures. S&P expects profit growth to be challenged over the next year and that credit protection measures will remain weak and somewhat volatile because of pressured lead generation. However, S&P believes they should remain in line with 2013 levels. ENDEAVOUR INTERNATIONAL: Moody's Hikes Corp. Family Rating to Caa2 ------------------------------------------------------------------ Moody's Investors Service upgraded Endeavour International Corporation's Corporate Family Rating (CFR) to Caa2 from Caa3, its first priority notes rating to Caa2 from Caa3, and its second priority notes to Caa3 from Ca. Endeavour's Speculative Grade Liquidity rating was changed to SGL-3 from SGL-4 and the outlook was changed to stable from negative. "The rating upgrade to Caa2 reflects the recent equity issuance and other first quarter financing transactions that have improved Endeavour International's liquidity" commented Pete Speer, Moody's Vice President. "While this has lessened the risk of near-term default, the company's financial leverage remains unsustainably high and therefore the ratings uplift was limited to Caa2." Ratings Rationale Endeavour International's Caa2 CFR reflects its very high financial leverage, 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. The company has high debt levels and limited operational control over its property base as it primarily owns non-operating working interests. Production in the Rochelle field was restored in late February 2014 after a mechanical issue delayed production for much of January and February, the latest operating issue that has hindered the company's efforts to boost production volume and cash flows. Rochelle held 38% of the company's 2013 proved reserves and is a large source of expected production growth for 2014. The SGL-3 rating reflects Moody's expectation that Endeavour International will maintain adequate liquidity in 2014. The company replaced its revolving credit facility and letter of credit facilities this quarter with a new $125 million term loan and $130 million letter of credit procurement agreement that provides for Endeavour International's collateral posting requirements in the North Sea. These collateral requirements were later reduced to $90 million. The company's relies solely on its cash balance for liquidity, which was around $40 million following a recent equity, warrants and convertible notes issuance. This cash balance and operating cash flow from its oil weighted production in the North Sea appears adequate to cover planned capital expenditures, required repayments of its monetary production payments and working capital needs in 2014. However, the company's risks for production interruption remain high, providing uncertainty regarding future cash flows and making Endeavour International prone to liquidity shortfalls. The Caa2 rating on the first priority notes and the Caa3 rating on the second priority notes reflect both the overall probability of default of Endeavour International, to which Moody's assigns a PDR of Caa2-PD, and loss given default of LGD 3 (49%) and LGD 5 (78%), respectively. The company's term loan, letter of credit procurement agreement and monetary production payments all have priority claims to Endeavour International's oil & gas properties over the first and second priority notes. The first priority notes and second priority notes have first and second priority liens on 65% of the capital stock of Endeavour's primary foreign subsidiaries and an unsecured intercompany loan payable by the primary foreign subsidiary and all future foreign intercompany loans. The first priority notes and second priority notes have a priority claim to foreign subsidiary assets over Endeavour's convertible notes and bonds outstanding. This positioning in the capital structure results in the first priority notes being rated the same as the Caa2 CFR while the second priority notes are rated Caa3, one notch beneath the CFR, under Moody's Loss Given Default Methodology. The outlook is stable. The ratings could be downgraded if Endeavour International's liquidity were to deteriorate, increasing the risk of default or distressed exchange. In order for the ratings to be upgraded, the company will need to substantially reduce its financial leverage and improve its operating performance and liquidity. Upgrades: Issuer: Endeavour International Corporation Corporate Family Rating, Caa2 from Caa3 Probability of Default Rating, Caa2-PD from Caa3-PD Speculative Grade Liquidity Rating, SGL-3 from SGL-4 First Priority Notes, Caa2, LGD 3 (49%) from Caa3, LGD 3 (38%) Second Priority Notes, Caa3, LGD 5 (78%) from Ca, LGD 5 (75%) Outlook Actions: Outlook, Changed To Stable From Negative Endeavour International Corporation is a publicly traded independent exploration and production company headquartered in Houston, Texas. The principal methodology used in this rating was the Global Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. ENDEAVOUR INTERNATIONAL: Incurs $97 Million Net Loss in 2013 ------------------------------------------------------------ Endeavour International Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss to common stockholders of $97.30 million on $337.66 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss to common stockholders of $128.04 million on $219.05 million of revenues for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $1.52 billion in total assets, $1.46 billion in total liabilities, $43.70 million in series C convertible preferred stock and $18.38 million in total stockholders' equity. A copy of the Form 10-K is available for free at: http://is.gd/u1w4Zl 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. * * * 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. ENERGY FUTURE: Discussions on Restructuring Alternatives Ongoing ---------------------------------------------------------------- Energy Future Holdings on March 31 provided an update on its constructive discussions with certain of its financial stakeholders about various restructuring alternatives to strengthen the company's balance sheet and create a sustainable capital structure to position it for the future. The company believes an agreement on a restructuring plan would minimize time and expense spent in a restructuring. While no agreement has been reached, and there is no guarantee that an agreement will be reached, negotiations are ongoing. As the company continues these discussions regarding potential changes to its capital structure, it is continuing normal business operations, providing the same high levels of service and reliability to customers and meeting ordinary course obligations, such as employee pay and benefits, regulatory obligations, and trade, vendor and similar obligations. These restructuring discussions contemplate implementing a reorganization under Chapter 11 of the U.S. Bankruptcy Code. Throughout a potential Chapter 11 reorganization, the company fully expects that it would continue normal business operations, including continuation of: Employee wages and benefits. Qualified retirement plans and medical benefits for retirees. High levels of service to retail customers under the terms of their agreements. Compliance with all regulatory obligations. Payment in the normal manner for suppliers and vendors for all goods and services provided after the date of any potential filing. The company is negotiating to secure access to additional financial resources to help support, among other things, its continued normal operating and working capital requirements and to facilitate its plans during a potential restructuring. Given the constructive nature of the ongoing discussions, and although the company has available liquidity, the company has elected to not make interest payments on certain of its notes due on April 1. The debt agreements allow for a grace period to make these payments. In addition, the company has filed a Form 12b-25 with the U.S. Securities and Exchange Commission to automatically extend the time within which to file its annual report on Form 10-K for the year ended Dec. 31, 2013. 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. ENERGY FUTURE: Skips Interest Payment, Late in Filing 10-K ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Energy Future Holdings Corp. won't make a $109 million interest payment due on April 1 and took a 15-day extension for filing the 2013 annual report. According to the report, the actions were calculated to foster discussions on a reorganization plan. The grace period on the debt payment is 30 days, the report said. The annual report may contain a so-called going-concern qualification, which would represent another default on credit agreements, the report related. 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. ESTATE FINANCIAL: 9th Circ. Revives Bryan Cave Malpractice Suits ---------------------------------------------------------------- Law360 reported that the Ninth Circuit revived two legal malpractice suits brought against Bryan Cave LLP by trustees for a bankrupt real estate investment firm who want more than $100 million because Bryan Cave attorneys were allegedly aware of securities fraud that they failed to stop. According to the report, the two linked appeals, filed by Bradley D. Sharp and Thomas P. Jeremiassen, bankruptcy trustees of Estate Financial Inc. and its independent investment vehicle Estate Financial Mortgage Fund LLC, contend that Bryan Cave was retained to prevent and correct legal violations. About Estate Financial Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a license real estate brokerage firm since the later 1980's. EFI solicited funding for, and arranged and made, loans secured by various real property. EFI also was the sole manager of Estate Financial Mortgage Fund LLC, which was organized for the purpose of investing in and funding loans originated by EFI which were secured by first deeds of trust encumbering commercial and real estate located primarily in California and has been funding such mortgage loans since 2002. Five creditors of EFI filed an involuntary Chapter 11 petition against the real estate broker on June 25, 2008 (Bankr. C.D. Calif. Case No. 08-11457). EFI consented to the bankruptcy petition on July 16, 2008. Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C. Beall, Esq., at Beall and Burkhardt, represented the Debtor as counsel. A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the Court on July 23, 2008. Robyn B. Sokol, Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, represent the official committee of unsecured creditors as counsel. In its schedules, Estate Financial disclosed total assets of $27,428,550, and total debts of $7,316,755. EVERYWARE GLOBAL: Not in Compliance with Leverage Ratio Req't -------------------------------------------------------------- EveryWare Global, Inc. on March 31 disclosed that the Company is in compliance with its covenants as of 2013 year end. While the Company has not completed the financial results for the period ended on March 31, 2014, it believes it will not be in compliance with the consolidated leverage ratio requirement under the Term Loan agreement as of March 31, 2014. On March 31, 2014, Monomoy Capital Partners, L.P., Monomoy Capital Partners II, L.P. and their affiliated funds provided the Company with an equity commitment letter pursuant to which the Monomoy Funds committed to offer to purchase securities from the Company having an aggregate purchase price in an amount sufficient to exercise the Company's right under the Term Loan agreement to "cure" the violation, but no more than $12.0 million in the aggregate, which amount will be reduced by the amount of any other equity raised to fund a Cure Contribution. The equity commitment letter will expire on December 31, 2014, or earlier if the Company amends the terms of the financial maintenance covenants, if it obtains a waiver of the financial maintenance covenants or if the lenders agree to forbear from exercising any remedies with respect to a default or an event of default with respect to the financial maintenance covenants. The Company has also engaged Alvarez & Marsal to assist in a number of projects, including working capital management, expense reduction, product profitability and margin improvement. The disclosure was made in EveryWare Global, Inc.'s earnings release for the last three months and full year ended December 31, 2013, a copy of which is available for free at: http://is.gd/b4SssF About EveryWare EveryWare is a global marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico, Latin America, Europe and Asia. Its global platform allows it to market and distribute internationally its total portfolio of products, including bakeware, beverageware, serveware, storageware, flatware, dinnerware, crystal, buffetware and hollowware; premium spirit bottles; cookware; gadgets; candle and floral glass containers; and other kitchen products, all under a broad collection of widely-recognized brands. Driven by devotion to design, EveryWare is recognized for providing quality tabletop and kitchen solutions through its consumer, foodservice, specialty and international channels. EveryWare was formed through the merger of Anchor Hocking, LLC and Oneida Ltd. in March of 2012. EXGEN RENEWABLES: S&P Assigns 'BB-' Rating to $300MM Sr. Facility ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' rating to ExGen Renewables I LLC's seven-year, $300 million first- lien senior secured term loan facility due February 2021. At the same time, S&P assigned a recovery rating of '3', indicating its expectation for meaningful (50% to 70%) recovery of principal in a payment default. The outlook is stable. "ExGen Renewables' rating largely reflects a reliance on cash flow from Continental Wind, which is exposed to various wind regimes, wind turbine technology performance and costs, and a distribution test of 1.2x looking forward and backward," said Standard & Poor's credit analyst Dhaval Shah. The rating also reflects exposure to refinancing risk at maturity in 2021. Continental Wind is a portfolio of 13 wind projects with 667 megawatts (MW) that issued $613 million in senior secured notes (BBB-/Stable) in fall 2013 that mature in February 2033. Continental Wind earns cash flow from long-term power purchase agreements and renewable energy agreements with utilities, cooperatives, and municipals and from federal production tax credits. Continental Wind is among the more diverse wind portfolios that S&P has rated. This diversity reflects five wind regimes and use of eight different turbine models. Continental Wind also benefits from some performance and cost control through long-term operations and maintenance (O&M) agreements with turbine manufacturers. S&P views consolidated leverage of $913 million (or $1,369 per kilowatt) as high at the beginning of the debt term and substantial debt will remain at the 2021 maturity (about $156 million in S&P's base case), which introduces significant refinancing risk. Debt service coverage ratios (DSCR) during the term loan period are low in S&P's base case, at 1.16x minimum, which also supports S&P's rating conclusion. S&P assess DSCRs on a consolidated basis, including the debt obligations of Continental Wind and ExGen Renewables. The stable outlook reflects S&P's expectation that cash flow from Continental Wind is likely to remain fairly stable given diversity in the wind regimes and wind turbine technology at the Continental Wind level. S&P expects limited rating upside because of the high level of initial leverage and S&P's expectation based on a year of operating history that there is no evidence that the wind regime is substantially above S&P's expectations. However, S&P could raise the rating if ExGen Renewables amortized debt faster than its expectation, and we have high confidence that the minimum consolidated DSCR would remain above 1.2x and that refinancing risk is materially lower than currently anticipated under S&P's base case. If consolidated coverage levels decline consistently below around 1.12x, S&P would likely lower the ratings. EXTERRAN PARTNERS: Moody's Rates $300MM Sr. Unsecured Notes 'B1' ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Exterran Partners, L.P.'s (EXLP) proposed $300 million senior unsecured notes. The notes will be co-issued by EXLP Finance Corp (unrated). EXLP intends to use net proceeds from the offering to partially finance the acquisition of a fleet of compressor units from MidCon Compression, L.L.C. (MidCon, unrated), a wholly-owned subsidiary of Chesapeake Energy Corporation (Ba2 stable). Moody's upgraded EXLP's existing senior unsecured notes to B1 from B2 and affirmed the Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating and SGL-3 Speculative Grade Liquidity rating at EXLP. The outlook remains stable. "The MidCon acquisition bolsters EXLP's scale on a stand-alone basis and is supportive of the MLP's growing independence from Exterran Holdings, Inc.," stated Michael Somogyi, Vice President and Senior Analyst. "The upgrade of the senior unsecured notes is reflective of a shift in EXLP's capital structure to more unsecured basis as there is now proportionally less secured debt with a priority claim ahead of senior unsecured bondholders." Issuer: Exterran Partners, L.P. Corporate Family Rating, affirmed Ba3 Probability of Default Rating, affirmed Ba3-PD US$350 million senior unsecured notes, upgraded to B1 LGD 5 (77%) US$300 million senior unsecured notes, assigned B1 LGD 5 (77%) Speculative Grade Liquidity, affirmed SGL-3 Rating Outlook, maintained at Stable Ratings Rationale Exterran Partners, L.P. (EXLP) is a publicly traded master limited partnership (MLP) that is owned and controlled by Exterran Holdings, Inc. (EXH) through its 1.6% general partner interest, 39% limited partner interest and ownership of EXLP's incentive distribution rights (IDRs). The acquisition of 440,000 horsepower of compressor units currently servicing Access Midstream Partners L.P. (Access, Ba1 positive) is supportive of EXLP's growth strategy and progress towards operating independently from EXH through the elimination for cost cap reimbursements. Access has agreed to exclusively use Exterran for contract compression in Texas, Oklahoma, Louisiana, Arkansas and Wyoming through 2020, subject to certain exclusions. The acquisition is expected to close in the second quarter of 2014 and the total purchase price is $360 million, which includes $9.4 million of assets to be purchased by EXH. The residual cost for EXLP is $351 million, funded with $150 million equity and the proposed $300 million senior unsecured notes offering. Remaining proceeds after fees and expenses will be used to pay down EXLP's revolver, which had an outstanding balance of $268 million as of 2013 year-end. The compression fleet will add about $45 million in EBITDA to EXLP in 2014. EXLP is currently reliant on support from EXH in the form of cost cap reimbursements. EXLP benefits from an operating cost cap of $22.50/horsepower (HP) per quarter and a $17.7 million SG&A cost cap per quarter during 2014. These cost caps have restrained EXLP's ratings, pointing to an inability to manage operations without relying on a degree of financial support from EXH. EXLP intends to eliminate these cost caps by year end 2014. EXLP's stand-alone leverage metric has declined from about 5.7x at year-end 2010 to 3.6x at year-end 2013. Pro forma for the acquisition, debt/EBITDA (Moody's adjusted) will be about 4.3x at year-end 2014. Although the MidCon acquisition is a leveraging event, debt/EBITDA remains below the company's five-year average, which was 4.6x at year-end 2013. EXLP's proposed $300 million senior unsecured notes and existing $350 million senior unsecured notes are rated B1, one notch below the Ba3 CFR, reflective of their junior position relative to the $650 million senior secured revolving credit facility and $150 million senior secured term loan facility. EXLP's Ba3 CFR is supported by its size and visible growth potential driven by potential asset drop-downs from EXH, as EXH intends to continue to use EXLP as the growth vehicle for its U.S. contract operations. EXLP's ratings are not likely to be upgraded in the near-term given the company's continued financial reliance on EXH. EXLP's ratings could be considered for an upgrade upon proving its ability to manage leverage below 4.0x on a sustained basis and maintaining distribution coverage above 1.2x without any dependence on cost-cap reimbursements from EXH. EXLP's ratings could be downgraded should leverage exceed 5.0x on a sustained basis or if distribution coverage falls below 1.0x for an extended period of time. The principal methodology used in this rating was the Global Oilfield Services Rating Methodology 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. Exterran Partners, L.P. is headquartered in Houston, TX. EXTERRAN PARTNERS: S&P Raises CCR to 'B+' on Improved Performance ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned an sacp of 'b' to compression services provider Exterran Partners L.P. S&P also raised the corporate credit rating on Exterran Partners to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised its issue-level rating on Exterran Partners' senior unsecured debt to 'B' from 'B-' (one notch below the corporate credit rating). The recovery rating on the company's unsecured debt remains a '5', indicating modest (10% to 30%) recovery in the event of a payment default. The upgrade primarily reflects the enhanced support from 39%-owner Exterran Holdings, in the form of $150 million temporary equity backstop and increase operating costs caps; Exterran Partners' improving operating and credit measures; and its improved scale (increased available horsepower) through a previously announced asset acquisition. "We expect stable demand for compression services and equipment should enable EXLP to maintain credit measures close to current levels, with total debt to EBITDA in the 4x area," said Standard & Poor's credit analyst Susan Ding. S&P could lower ratings if credit measures weaken materially beyond its current expectations, including if FFO to debt fell below 10% or debt to EBITDA rose above 5x for a prolonged period. This could occur if natural gas prices weakened materially, resulting in decreased production, lower demand for compression services, and an oversupply of compression capacity. Given that EXLP is required to distribute all of its free cash flow, and therefore leverage will not materially improve, S&P currently do not expect to raise ratings over the next 12 to 18 months. S&P could raise the ratings if Exterran is able to substantially improve its competitive profile with increased scale, scope, and geographic diversity or if credit measures improve substantially, such that leverage is sustained at less than 3.5x. F&H ACQUISITION: AmREIT Executes Lease Amendment with Champps ------------------------------------------------------------- AmREIT on March 31 disclosed that it has executed a lease amendment with Champps Entertainment of Texas, Inc. for the Champps casual dining restaurant location in AmREIT's Uptown Park shopping center in Houston, Texas. Champps' parent company, F&H Acquisition Corp., filed bankruptcy on December 15, 2013. At the time of the bankruptcy filing, F&H operated 35 Champps restaurants, 50 Fox & Hound sports bars, and 16 Bailey's Sports Grills. On February 28, 2014, F&H Acquisition Corp. won bankruptcy court approval for a $125 million sale to junior lenders led by Cerberus Business Finance. The amended Champps lease at Uptown Park provides AmREIT with increased control of the parking areas adjoining Champps to facilitate the ongoing redevelopment of Uptown Park. The amended lease also provides for a reduction in the remaining lease term from five years to two years (February 2016) and established a reduced annual base rental rate as the greater of 11% of gross sales or $418,000. The rental reduction was granted to give AmREIT and Champps time to assess options for downsizing and/or relocating the existing restaurant within Uptown Park. "We are delighted to have created a ?win-win' transaction with Cerberus," said Kerr Taylor, AmREIT CEO. "Champps is able to continue to operate their successful store in Uptown Park -- perhaps the top mixed use project in the state of Texas -- and AmREIT may now accelerate its redevelopment plans for this best of class site within the 17 acre project." About F & H Acquisition Corp. Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors have 101 restaurants located in 27 states and 6,000 employees. Sales decreased by approximately 9 percent over the past two years. The Debtors also experienced significant inflation in commodity prices, energy prices and labor costs. F&H estimated assets in excess of $100 million. According to a court filing, outstanding debt obligations total $119 million, including $68.4 million owing on a first-lien loan with General Electric Capital Corp. as agent. The $11.2 million second-lien obligation has Cerberus Business Finance LLC as agent. Unsecured trade suppliers and landlords are owed $11.2 million. F & H Acquisition Corp., disclosed $122,115,200 in assets and $122,579,631 in liabilities as of the Chapter 11 filing. The senior lenders are to provide $9.6 million in financing for the bankruptcy, with $3.5 million on an interim basis. The parent holding company, F&H Acquisition Corp., is based in Wichita, Kansas. The Debtors have tapped Adam Friedman, Esq., at Olshan Frome Wolosky LLP, in New York; and Robert S. Brady, Esq., Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, as counsel; Imperial Capital LLC as financial advisor; and Epiq Bankruptcy Solutions as claims and noticing agent. The U.S. Trustee has appointed seven members to an official committee of unsecured creditors. The Official Committee of Unsecured Creditors is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Los Angeles, California. FERRO CORP: S&P Revises Outlook to Stable & Affirms 'B+' CCR ------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on Mayfield Heights, Ohio-based Ferro Corp. to stable from developing. At the same time, S&P affirmed its 'B+' corporate credit rating on the company and 'B' rating on its senior unsecured debt. The '5' recovery rating on the unsecured notes is unchanged, and indicates S&P's expectation of modest (10% to 30%) recovery in a default scenario. "The outlook revision reflects our belief that the company's mix of businesses or its financial risk profile have not changed materially following a review by its strategy review committee that began in May 2013," said Standard & Poor's credit analyst Daniel Krauss. "In addition, we view the possibility of chemical company A. Schulman, which had bid for Ferro in early 2013, coming in with a higher bid to acquire the company as remote based on public comments by A. Schulman's management. Over the past year Ferro has successfully implemented a series of restructuring initiatives, which has allowed the company to increase EBITDA margins despite a modest drop in 2013 revenues. Higher earnings and a meaningful reduction in adjusted debt (primarily as a result of a lower unfunded pension status at the end of 2013), has allowed the company to improve credit measures over the past year. For the year ended December 2013, funds from operations (FFO) to total adjusted debt improved to 15% from about 12% in 2012, which is in line with our expectations at the current ratings. We expect that benefits from the company's continued cost-cutting initiatives should allow the company to offset any potential sluggishness in the company's European markets". "The ratings on Ferro Corp. reflect our assessment of the company's business risk profile as "weak" and financial risk profile as "aggressive." Ferro produces a variety of performance materials and chemicals for use primarily in the construction, appliances, automotive, household furnishings, and electronics end markets. Some specific products include glazes, enamels, pigments, dinnerware decoration colors, coatings, and porcelain enamel. The stable outlook is based on our base-case assumption that earnings will improve modestly in 2014, with EBITDA benefiting from the company's ongoing restructuring actions and a pickup in the U.S. housing market. Based on our scenario forecasts, we expect that the company will maintain the FFO to debt ratio at about 15%, which is in line with our expectations at the current rating. Our base case assumes that management will address the 2015 revolver maturity in a timely manner," S&P added. S&P could raise the ratings if revenue growth in the high-single- digit percent area, coupled with EBITDA margin improvement of 300 basis points, resulted in FFO to total debt of between 20% to 25%. S&P could also consider a one-notch upgrade if the company generated stronger free cash flow than expected or used proceeds from any potential divestitures to reduce debt such that the company's financial risk profile improves to a level consistent with a higher rating. S&P could lower the ratings if revenue growth stalls or turns negative and unexpected business challenges reduce the company's EBITDA margins by 200 basis points or more from S&P's expectations, resulting in FFO to total adjusted debt declining to about 12%. S&P could also consider a downgrade if liquidity were to come under pressure resulting from EBITDA cushions under the covenants declining to about 10%, or free cash flow turning negative for an extended period of time. FINJAN HOLDINGS: Incurs $6 Million Net Loss in 2013 --------------------------------------------------- Finjan Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $6.07 million on $744,000 of revenues for the year ended Dec. 31, 2013, as compared with net income of $50.98 million on $0 of revenues in 2012. As of Dec. 31, 2013, the Company had $27.94 million in total assets, $924,000 in total liabilities and $27.02 million in total stockholders' equity. Marcum LLP, in New York, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. As previously reported, the Company's former accountants, Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit that raises substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/MGwMjD About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. FINJAN HOLDINGS: Unit Files Infringement Suit Against Sophos ------------------------------------------------------------ Finjan Holdings, Inc.'s subsidiary, Finjan, Inc., has filed a patent infringement lawsuit against Sophos, alleging infringement of Finjan patents relating to endpoint, web, and network security technologies. The complaint, filed in the U.S. District Court for the Northern District of California, alleges that Sophos' products and services infringe upon six of Finjan's patents. In the complaint, Finjan is seeking undisclosed damages from Sophos. "Finjan has a broad patent portfolio covering behavior-based intrusion prevention and detection technologies generally deployed across the endpoint, web and networking markets, resulting from years of substantial R&D," commented Finjan's President, Phil Hartstein. "With this new case, we continue down a path of protecting our proprietary inventions from unlicensed companies employing these technologies in direct competition to our existing licensing partners. This latest action against Sophos reflects that mandate to actively enforce our patent rights, when necessary." Recognized internationally as a pioneer and leader in web and network security, Finjan's decades-long investment in innovation is captured in its patent portfolio, centered around software and hardware technologies capable of proactively detecting previously unknown and emerging threats on a real-time, behavior-based basis. Finjan has proudly licensed its patents and technology to several major software and technology companies around the world. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $6.07 million on $744,000 of revenues for the year ended Dec. 31, 2013, as compared with net income of $50.98 million on $0 of revenues in 2012. FIRST SECURITY: Incurs $13.4 Million Net Loss in 2013 ----------------------------------------------------- First Security Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $13.44 million on $31.91 million of total interest income for the year ended Dec. 31, 2013, as compared with a net loss of $37.57 million on $36.31 million of total interest income for the year ended Dec. 31, 2012. The Company incurred a net loss of $23.06 million in 2011. As of Dec. 31, 2013, the Company had $977.57 million in total assets, $893.92 million in total liabilities and $83.64 million in total shareholders' equity. A copy of the Form 10-K is available for free at: http://is.gd/kI62uK About First Security Group First Security Group, Inc., is a bank holding company headquartered in Chattanooga, Tennessee. Founded in 1999, First Security's community bank subsidiary, FSGBank, N.A. has 28 full- service banking offices along the interstate corridors of eastern and middle Tennessee and northern Georgia. In Dalton, Georgia, FSGBank operates under the name of Dalton Whitfield Bank; along the Interstate 40 corridor in Tennessee, FSGBank operates under the name of Jackson Bank & Trust. FSGBank provides retail and commercial banking services, trust and investment management, mortgage banking, financial planning, internet banking (www.FSGBank.com). FISKER AUTOMOTIVE: Wants Plan Exclusivity Period Extended to July ----------------------------------------------------------------- Fisker Automotive Holdings Inc. and Fisker Automotive Inc. ask the Court to extend their exclusive period to file a Chapter 11 plan to July 22, 2014 and exclusive period to solicit plan votes to September 22, 2014. Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, relates that from the outset, Fisker Automotive have been clear that their goals are not limited to the completion of a successful sale process. Rather, they have been unequivocal that a successful completion requires the confirmation and consummation of a plan. According to Mr. Keane, this goal has only become more salient in light of the $149.2 million to be realized upon closing the sale of all assets to Wanxiang America Corporation, expected to occur in the near term. It would be a disappointing turn if the value unlocked and monetized by the sale and auction process was lost through in-fighting, litigation, or disputes arising from parochial stakeholder interests, adds Mr. Keane. Mr. Keane points out that Fisker Automotive have remained focused on their efforts to maximize value for all stakeholders. Their achievements include: (a) a highly successful auction and sale process that included 19 rounds of bidding and led to $90 million improvement to the initial bid before Wanxiang emerged as the successful bidder; (b) obtaining the Court's approval for the proposed sale to Wanxiang on February 18, 2014; (c) negotiating replacement financing to bridge to completion of their sale to Wanxiang; (d) obtaining Court approval for replacement financing on a final basis on March 20, 2014; (e) driving forward with claims resolution process to develop additional certainty around their claims pool (and creditor recoveries), including by filing omnibus objections to claims on March 14, 2014; (f) proceeding as expeditiously as reasonably possible to consummate their pending sale to Wanxiang; and (g) ongoing efforts and initial negotiations with various parties-in-interest to develop a structure for a plan of liquidation that reflects the diverse interests of many stakeholders in a fair and balanced manner. Fisker Automotive are therefore proceeding with significant momentum from their successful sale and auction process, which they seek to carry forward, says Mr. Keane. In moving forward with developing a plan structure, Fisker Automotive recognizes that certain stakeholders have asserted rights to the value created through the sale to Wanxiang. Hybrid Technology, LLC and Hybrid Tech Holdings, LLC and the Official Committee of Unsecured Creditors may have significantly divergent views on the allocation of the value realized through the auction and sale process. Mr. Keane stresses that Fisker Automotive remain best positioned to evaluate these competing interests, and implement a plan that maximizes value for all stakeholders as opposed to the particular interests of any one group. This is the first request for exclusivity extension filed by Fisker Automotive and comes fewer than four months after filing for bankruptcy. Hearing date for the extension request is on April 17, 2014, at 10:00 a.m. (ET) and the objection deadline is April 10, 2014. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On Nov. 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Emerald Capital Advisors Corp. is the financial advisors for the Committee. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. On Feb. 19, 2014, the Bankruptcy Court approved the sale of Fisker's assets to Wanxiang America Corporation. The sale closed on March 24. The sale to Wanxiang is valued at approximately $150 million, Fisker said in a news statement. On March 27, 2014, the Court authorized Fisker Automotive Holdings to change its name to FAH Liquidating Corp. and its affiliate, Fisker Automotive Inc., to FA Liquidating Corp., following the sale. FISKER AUTOMOTIVE: Panel Hires 284 Partners as Valuation Expert --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Fisker Automotive Holdings, Inc. and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain 284 Partners, LLC as intellectual property valuation expert to the Committee, nunc pro tunc to Mar. 17, 2014. The Committee requires 284 Partners to: (a) determine the appropriate valuation methods which may be employed; (b) review documents produced by the Debtors and other relevant parties; (c) research third-party sources for economic, market and other data relevant to the valuation and apportionment; (d) conduct interview of appropriate personnel; (e) develop financial models and valuation analyses; (f) prepare expert reports and supporting schedules; (g) discuss the results of analyses and opinions of value and apportionment with Brown Rudnick; (h) prepare for and provide deposition testimony, as necessary; (i) prepare for and provide trial testimony, as necessary; and (j) provide other services as requested by the Committee in furtherance of the services set forth above. 284 Partners will be paid at these hourly rates: Michael J. Lasinski $545 Consultants $150-$425 Support Staff $75-$150 284 Partners will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Lasinski, chief executive officer and managing director of 284 Partners, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on April 17, 2014, at 10:00 a.m. Objections, if any, are due April 10, 2014, at 4:00 p.m. 284 Partners can be reached at: Michael J. Lasinski 284 PARTNERS, LLC 215 E. Washington, Suite 201 Ann Arbor, MI 48104 Tel: +1 (734) 369-8723 E-mail: mlasinski@284partners.com About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On Nov. 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Emerald Capital Advisors Corp. is the financial advisors for the Committee. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. On Feb. 19, 2014, the Bankruptcy Court approved the sale of Fisker's assets to Wanxiang America Corporation. The sale closed on March 24. The sale to Wanxiang is valued at approximately $150 million, Fisker said in a news statement. On March 27, 2014, the Court authorized Fisker Automotive Holdings to change its name to FAH Liquidating Corp. and its affiliate, Fisker Automotive Inc., to FA Liquidating Corp., following the sale. FLINTKOTE COMPANY: Seeks 5-Month Extension of Exclusive Periods --------------------------------------------------------------- The Flintkote Company and Flintkote Mines Limited ask the Court to further extend their exclusive periods to file a Chapter 11 plan to September 30, 2014, and exclusive period to solicit plan acceptances to November 30, 2014. Current exclusive plan filing period is set to expire in April 2014. The Court has granted 26 prior extensions of the exclusive periods, the latest of which was on November 13, 2013. In 2012, Flintkote and Mines received Court confirmation of their reorganization plan, which has been accepted by all classes of creditors and claimants. However, the Plan is hindered by a confirmation appeal filed by Imperial Tobacco Canada Limited, which is pending in the Delaware District Court. The Plan will not go effective until after the District Court affirms the confirmation. The extension request is supported by the official committee of asbestos personal injury claimants and the legal representatives of future asbestos claimants. About The Flintkote Company Headquartered in San Francisco, California, The Flintkote Company is engaged in the business of manufacturing, processing and distributing building materials. Flintkote Mines Limited is a subsidiary of Flintkote Company and is engaged in the mining of base-precious metals. The Flintkote Company filed for Chapter 11 protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004. Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D. Del. Case No. 04-12440) on Aug. 25, 2004. Kevin T. Lantry, Esq., Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E. Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin, LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Debtors in their restructuring efforts. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E. Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del., represent the Asbestos Claimants Committee as counsel. James J. McMonagle, is the legal representative for future claimants. The FCR has retained Dr. Timothy Wyant as claims evaluation consultant. The FRCR is represented by James L. Patton, Jr., Esq., and Edwin J. Harron, Esq., at Young Conaway Stargatt & Taylor, LLP; and Reginald W. Jackson, Esq., at Vorys, Sater, Seymour & Pease LLP. When Flintkote filed for protection from its creditors, it estimated more than $100 million each in assets and debts. When Flintkote Mines Limited filed for protection from its creditors, it estimated assets of $1 million to $50 million, and debts of more than $100 million. The Debtors' Chapter 11 cases have been re-assigned to Judge Mary F. Walrath in line with the retirement of former Bankruptcy Judge Judith Fitzgerald. GENERAL MOTORS: Senator Pushes DOJ to Set Up Fund For Victims ------------------------------------------------------------- Law360 reported that a U.S. Senator convinced that General Motors Co. hid an ignition switch defect affecting 1.6 million recalled vehicles from the bankruptcy court that oversaw its 2009 rebirth said Monday that the U.S. Department of Justice should order the creation of a victims' compensation fund as part of an ongoing criminal investigation. According to the report, Sen. Richard Blumenthal, D.-Conn., told Attorney General Eric Holder in a letter that the DOJ needn't wait for the outcome of a criminal probe surrounding the defect to force GM to set up a compensation fund for the victims. 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. GENERAL MOTORS: Barra Says Failure to Fix Switch 'Very Disturbing' ------------------------------------------------------------------ Jeff Bennett and Siobhan Hughes, writing for The Wall Street Journal, reported that lawmakers prodded General Motors Co. Chief Executive Mary Barra for details of the auto maker's handling of a faulty ignition-switch recall, as she deflected their requests, citing ongoing investigations. According to the report, Ms. Barra called a 2005 decision by a GM engineer not to fix a faulty ignition switch designed for the 2005 Chevrolet Cobalt "very disturbing" and "unacceptable," and said GM has hired an adviser experienced in victims' compensation requests. Several U.S. representatives said they would propose new legislation to tighten regulation, increase funding for investigations, and punish companies that conceal defects, the report related. The April 1 hearing before the House Energy and Commerce investigations subcommittee put a spotlight on multiple failures on the part of the auto maker and the regulators over the years to detect and recall defective switches used in as many as 2.6 million small cars, the report further related. Rep. Jerrold Nadler (D., N.Y.) said he would reintroduce legislation that he says would "prevent companies, such as GM, from concealing evidence of wrongdoing that puts our public health and safety at risk," the report added. 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. GLOBAL AVIATION: Bid Submission Deadline Extended to April 23 ------------------------------------------------------------- Global Aviation Holdings Inc., et al., said in a notice filed with the U.S. Bankruptcy Court for the District of Delaware that the deadline for interested parties to file competing bids for the purchase of all or substantially all of their assets is extended until April 23, 2014. In the event, and only in the event, that the Debtors timely receive at least one qualifying bid in addition to the bankruptcy plan sponsored by Cerberus Business Finance LLC, as agent for first-lien lenders, an auction will take place on April 18. Cerberus has offered to sponsor a bankruptcy plan if it wins the auction and buy the Debtors' assets through the forgiveness of debt. Competing offers must be at least $35 million. Global Aviation has announced that it would shut its World Airways Inc. unit, whose primary customer was the U.S. military, after the first-lien lender declared the debtor-in-possession loan in default. Global Aviation said it will continue to operate its other unit, North American Airlines Inc. In papers filed in bankruptcy court, Global Aviation stated that AECOM National Security Programs, Inc., requested that North American continue to provide flight services and, in consideration for AECOM's payment for those services, North American has requested Cerberus for a limited forbearance under the default notice and for consent to use cash collateral to continue operating flights under the contract with AECOM. Bill Rochelle, the bankruptcy columnist for Bloomberg News, related that Global Aviation said it ?plans? for North American to emerge from bankruptcy reorganization in the ?near future.? 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. GLOBAL GEOPHYSICAL: S&P Lowers CCR to 'D' on Chapter 11 Filing -------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Global Geophysical Services Inc. to 'D' from 'CCC-'. S&P also lowered its issue-level rating on its senior unsecured notes to 'D' from 'CCC-'. The recovery rating on the notes is '3', reflecting S&P's expectation for meaningful recovery (50% to 70%) under a payment default. The rating actions follow Global Geophysical's announcement that it has filed for Chapter 11 bankruptcy protection due to its heavy debt burden, and it will seek court approval for $60 million in debtor-in-possession financing. Its foreign subsidiaries are not included in the bankruptcy filing. The company had about $338 million in debt outstanding on Sept. 30, 2013. "We will reassess our recovery ratings on Global Geophysical's senior unsecured notes following court approval of the company's proposed debtor-in-possession financing," said Standard & Poor's credit analyst Susan Ding. GREAT ATLANTIC: S&P Revises Outlook & Affirms 'CCC' CCR ------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Montvale, N.J.-based The Great Atlantic & Pacific Tea Co. (A&P) to developing from negative. At the same time, S&P affirmed all ratings, including the 'CCC' corporate credit rating. "The outlook revision is a result of the company's higher operating margins," said Standard & Poor's credit analyst Charles Pinson-Rose. "Moreover, the company has executed various assets sales that enhanced its liquidity." The 'CCC' corporate credit rating reflects S&P's view that the company's overall profits may still be vulnerable to continued sales declines over the next year, which could strain the company's liquidity. S&P also view the company's financial risk profile as "highly leveraged" and business risk profile as "vulnerable." The outlook is developing, which means a positive or negative rating action is possible in the next 12 months. GREAT PLAINS: S&P Lowers LT Rating to 'BB' on Operating Losses -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'BB' from 'BB+' on the Oklahoma Development Finance Authority's series 2007 fixed-rate revenue bonds, issued for Great Plains Regional Medical Center (GPRMC). The outlook is negative. "The downgrade and negative outlook reflect GPRMC's continued operating stress, with four consecutive years of operating losses," said Standard & Poor's credit analyst Stephen Infranco. "Furthermore, the deficit operations have accelerated through the seven month period ended January, 2014, generating weak coverage of maximum annual debt service at 1.2x." The operating losses are primarily due to volume softness, as physician recruitment and retention remains a challenge, and limited ability to reduce expenses and gain efficiencies through economies of scale given the hospital's small size and revenue base. The hospital has a very small patient revenue base and therefore more vulnerable to volume declines and physician turnover. The rating also reflects instability in the management team which has seen considerable turnover in the past few years. While the new management team has identified strategies to address the operational issues, future rating actions will hinge on GPRMC's ability to stabilize its volumes and generate at or near breakeven operating results by the next one to two fiscal years. "The negative outlook reflects our view of the uncertainty around whether GPRMC can successfully address its operating challenges over the next one to two years, especially given the trend of declining business volume and physician turnover," added Mr. Infranco. While the new management team has identified strategies for improvement, and will focus on physician recruitment and retention, S&P could lower the rating further if operations and cash flow remain challenged, with continued erosion in the business base. S&P could lower the rating if there is further deterioration in the financial profile with MADS coverage trending at or below 1x or if cash levels drop to less than 150 days. S&P could revise the outlook to stable if the initiatives put forth by the new management team take hold and leads to improved physician retention, growth in volume and ultimately improved operating performance that is trending toward breakeven or slight profitability; while maintaining its good unrestricted reserves. GPRMC is a 54 -staffed-bed acute care provider in Elk City in Beckham County, Okla. Gross revenue of the hospital secures the bonds. GULFPORT ENERGY: S&P Puts 'CCC+' Rating on CreditWatch Positive --------------------------------------------------------------- Standard & Poor's Rating Services said it placed its 'CCC+' issue- level rating on Houston-based Gulfport Energy Corp.'s senior unsecured debt on CreditWatch with positive implications. S&P also affirmed its 'B-' corporate credit rating on Gulfport. The outlook is positive The positive CreditWatch placement reflects S&P's expectation of a higher valuation for Gulfport's reserves at S&P's distressed price deck, based on the meaningful increase in production levels. S&P will resolve the CreditWatch following the lenders' redetermination of the company's borrowing base, which is a key component of S&P's recovery analysis. "The positive CreditWatch placement indicates that we could raise the issue-level rating following the redetermination of the company's borrowing base in April 2014," said Standard & Poor's credit analyst Stephen Scovotti. HAMPTON ROADS: Posts $4.1 Million 2013 Net Income ------------------------------------------------- Hampton Roads Bankshares, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income attributable to the Company of $4.07 million on $76.90 million of total interest income for the year ended Dec. 31, 2013, as compared with a net loss attributable to the Company of $25.09 million on $82.30 million of total interest income in 2012. Hampton Roads reported a net loss attributable to the Company of $97.54 million in 2011. As of Dec. 31, 2013, the Company had $1.95 billion in total assets, $1.76 billion in total liabilities and $183.84 million in total shareholders' equity. Written Agreement The Company and Bank of Hampton Roads entered into a Written Agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions effective June 9, 2010. Under the terms of the Written Agreement, BOHR agreed to certain actions and restrictions on its operations and could not declare or pay dividends to its shareholders without prior regulatory approval. The Written Agreement was terminated on Feb. 20, 2014, and the Company and BOHR are no longer subject to its terms and conditions. The FRB and Bureau of Financial Institutions retain supervisory oversight following termination and have the ability to institute informal measures that could impose restrictions on the business activities of the company and its subsidiaries. Shore was not a party to the Written Agreement. A copy of the Form 10-K is available for free at: http://is.gd/ifGw2S About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and 15 ATMs. HERCULES, CA: Must Extend Tender to Avoid Bond Default ------------------------------------------------------ On March 5, the City of Hercules launched a tender for its electric system revenue bonds in order to allow for a purchase of the system by PG&E. As of Friday, March 28, which was the initial period of the tender, the City had not met the minimum tender amount which would be sufficient to pay off the bonds. As stated by the Phil Bachelor, the City's Interim City Manager, "the city's financial stability depends on retirement of these bonds, and we are running out of time". As detailed in the tender memo, the bonds are expected to default if the tender fails. The extension period runs to April 4, 2014 and information on the Tender Offer is available from: BONDHOLDER COMMUNICATIONS GROUP, LLC Attention: Carla Henderson 30 Broad Street, 46th Floor New York, NY 10004 Call Toll Free: (888) 385-BOND or (888) 385-2663 Tel: (212) 809-2663 Fax: (212) 437-9827 E-mail: chenderson@bondcom.co Website: http://www.bondcom.com/Hercules This is not a solicitation to tender securities. The Tender Offer document and supplements to the document contain a complete description of the tender offer and must be reviewed prior to any decision by holders to tender their securities. You can obtain additional copies of this document and other materials at http://www.bondcom.com/Hercules Finally, your Financial Representative should be able to answer most questions concerning this Tender Offer. Contact: Nickie Mastay, Finance Director Phone: (510) 799-8222 E-mail: nmastay@ci.hercules.ca.us HORIZON LINES: Peter Troob Holds 8.5% of Class A Shares ------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission on March 14, 2014, Peter J. Troob and his affiliates disclosed that they beneficially owned 3,290,299 shares of Class A common stock of Horizon Lines, Inc., representing 8.5 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/pHwA4u About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. The Company's balance sheet at Sept. 22, 2013, showed $642.85 million in total assets, $675.01 million in total liabilities and a $32.16 million total stockholders' deficiency. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. HOT DOG ON A STICK: Yoachums & Witczaks Permit Limited Cash Use --------------------------------------------------------------- HDOS Enterprises wants to use the cash collateral of these creditors, upon which it has prepetition loans under these promissory notes: Creditor Loan Amount -------- ----------- Larry & Rosa Yoachum $500,000 $250,000 Christopher & Linda Witczak $500,000 The creditors have filed papers in Court telling the bankruptcy judge to allow HDOS to use their cash collateral but only upon similar conditions as the stipulation reached between HDOS and Torrey Pines Bank, including monthly debt service interest payments at 7% per annum. In the absence of adequate protection, the creditors object to HDOS's use of their cash collateral. Christopher V. Hawkins, Esq., at Sullivan, Hill, Lewin, Rez & Engel, in San Diego, California, notes that HDOS has not yet met its burden of proof to show that the creditors' interest are adequately protected. Mr. Hawkins adds that there is apparent depletion of the creditors' security interest in cash, prepetition inventory, prepetition accounts receivable and that HDOS continues to use depreciating equipment, all without adequate protection payments and adequate replacement collateral in postpetition assets. Mr. Hawkins may be reached at: Christopher V. Hawkins, Esq. SULLIVAN, HILL, LEWIN, REZ & ENGEL 550 West C Street, 15th Floor San Diego, CA 92101 Tel: 619-233-410 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 on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D. Cal.). The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq., at Friedman Law Group, P.C., in Los Angeles, California. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, serves as claims, noticing and balloting agent. The Law Offices of Brian H. Cole serves as special counsel. The petition was signed by Dan Smith, president and CEO. 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: May Dispose Of Oregon Store Property -------------------------------------------------------- The Bankruptcy Court approved a stipulation among: (1) HDOS Enterprises, (2) Torrey Pines Bank, (3) creditors Christopher J. Witczak, Linda A. Witczak, Larry R. Yoachum, and Rosa Yoachum, and (4) CAPREF Lloyd Center LLC. The bank and the creditors assert a security interest in and lien on all of HDOS's personal property, including a store in Oregon known as Lloyd Center, which HDOS has leased from CAPREF. In February 2014, HDOS advised CAPREF that it was vacating the store and was abandoning any remaining fixtures, furniture and equipment. The purpose of the stipulation is to clarify matters with respect to disposing of some remaining property in the lease. In the stipulation, the parties agree, among other things, that: (a) the bank and creditors do no assert a security interest in or lien on the lease; and (b) any furniture, fixtures or equipment remaining in the store is deemed abandoned to CAPREF free and clear of all liens and claims. 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 on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D. Cal.). The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq., at Friedman Law Group, P.C., in Los Angeles, California. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, serves as claims, noticing and balloting agent. The Law Offices of Brian H. Cole serves as special counsel. The petition was signed by Dan Smith, president and CEO. 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: Can Use Torrey Pines Cash Through May 31 ------------------------------------------------------------ HDOS Enterprises entered into a stipulation with Torrey Pines Bank, wherein they agreed that: (a) From April 1 to May 31, 2014, HDOS can use the cash collateral held by the bank to operate its business and pay business expenses. (b) HDOS will continue to maintain its general, payroll and tax accounts at the bank. HDOS will deposit all cash collateral into the general bank account. (c) Interim use of cash collateral is limited to the approved and budgeted amounts that are necessary operating expenses, with some variance allowed. (d) Commencing April 14, 2014, and biweekly after that, HDOS will provide the bank a cash activity and position report. (e) The bank is provided adequate protection, including regular debt service with interest at the non-default rate of 7 percent. The Court previously approved a similar stipulation between HDOS and Torrey Pines Bank for interim use of cash collateral up to March 31, 2014. As of filing Chapter 11, the bank's secured claim in HDOS is over $1.2 million in principal and interest. 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 on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D. Cal.). The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq., at Friedman Law Group, P.C., in Los Angeles, California. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, serves as claims, noticing and balloting agent. The Law Offices of Brian H. Cole serves as special counsel. The petition was signed by Dan Smith, president and CEO. 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. HULDRA SILVER: Enters Into Due Diligence Agreement Ximen -------------------------------------------------------- Ximen Mining Corp. on March 31 disclosed that it has entered into a due diligence agreement with Huldra Silver Inc. for the purposes of determining the feasibility, terms and conditions of a proposal for the acquisition of Huldra Silver. The transaction is subject to approval from the court and the creditors in the CCAA proceeding and the TSX Venture Exchange. Ximen intends to commence legal, financial and commercial due diligence shortly. Ximen Mining Corp. is a publicly listed company trading on the TSX Venture under the symbol "XIM", and is also listed on the Frankfurt, Munich and Berlin Stock Exchanges in Germany under the symbol "1XM" and a German Securities Number of "A1W2EG". About Huldra Headquartered in Vancouver, Canada, Huldra Silver Inc. -- http://www.huldrasilver.com/-- is a junior exploration company engaged in the business of acquiring, exploring and developing mineral and natural resource properties. IDERA PHARMACEUTICALS: Appoints Two Directors to Board ------------------------------------------------------ Baker Brothers Investments' Julian C. Baker and Kelvin M. Neu, M.D., joined Idera Pharmaceuticals, Inc., Board of Directors, effective March 10, 2014. Founded in 2000, Baker Brothers Investments manages long-term investment funds focused on publicly traded life sciences companies, for major university endowments and foundations. Mr. Baker was elected as a Class II director for a term expiring at the Company's 2015 Annual Meeting of Stockholders. Dr. Neu was elected as a Class I director for a term expiring at the Company's 2014 Annual Meeting of Stockholders. "I would like to welcome Julian and Kelvin to the Board. Idera will benefit immensely from their deep insights on successful clinical development and experience working with many companies to bring novel therapies to market," said Jim Geraghty, chairman of Idera's Board of Directors. "With this and other recent additions to our Board, we are stronger than ever before, with the right balance of expertise needed to support the Company's mission of bringing important therapies for unmet medical needs and orphan indications to patients as rapidly as possible." Julian C. Baker is a managing partner of Baker Brothers Investments. Mr. Baker is currently a director of Genomic Health, Inc., and Incyte Corporation, Inc. Kelvin M. Neu, M.D., is a managing director of Baker Brothers Investments. A physician, Dr. Neu also serves as a director of XOMA Corporation and Presidio Pharmaceuticals, Inc. In accordance with the Company's director compensation program, each of Mr. Baker and Dr. Neu will receive an annual cash retainer of $35,000 for service on the Board, which is payable quarterly in arrears. In addition, the Company's director compensation program includes a stock-for-fees policy, under which each of Mr. Baker and Dr. Neu has the right to elect, on a quarterly basis, to receive Common Stock of the Company in lieu of the cash fees. Additional information about the appointments is available for free at http://is.gd/SKzsRb 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. The Company reported a net loss of $19.2 million on $51,000 of revenue in 2012, compared with a net loss of $23.8 million on $53,000 of revenue in 2011. Revenue in 2012 and 2011 consisted of reimbursement by licensees of costs associated with patent maintenance. The Company's balance sheet at Sept. 30, 2013, showed $39.57 million in total assets, $2.46 million in total liabilities, and stockholders' equity of $37.11 million. HYDROCARB ENERGY: Delays Form 10-Q for Jan. 31 Quarter ------------------------------------------------------ Hydrocarb Energy Corp. filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the period ended Jan. 31, 2014. "Management was unable to obtain certain of the business information necessary to complete the preparation of the Company's Form 10Q for the quarter ended January 1, 2014, and the review of the report by the Company's auditors in time for filing. Such information is required in order to prepare a complete filing. As a result of this delay, the Company is unable to file its quarterly report on Form 10Q within the prescribed time period without unreasonable effort or expense," the Company said in the regulatory filing. The Company expects to file the Form 10-Q within the extension period. About Hydrocarb Energy Hydrocarb Energy, formerly known as Duma Energy Corp, is a publicly-traded Domestic and International energy exploration and production company targeting major under-explored oil and gas projects in emerging, highly prospective regions of the world. With exploration concessions in Africa, production in Galveston Bay and Oil Field Services in the United Arab Emirates, the Company maintain offices in Houston, Texas, Abu Dhabi, UAE and Windhoek, Namibia. Duma Energy incurred a net loss of $40.47 million for the year ended July 31, 2013, a net loss of $4.57 million for the year ended July 31, 2012, and a net loss of $10.28 million for the year ended July 31, 2011. As of July 31, 2013, the Company had $26.27 million in total assets, $16.91 million in total liabilities and $9.36 million in total stockholders' equity. INTERLEUKIN GENETICS: James Weaver Quits as Director ---------------------------------------------------- James Weaver, Chairman of the Board of Directors of Interleukin Genetics, Inc., announced that he was resigning as a director effective March 11, 2014. Pursuant to the terms of the Common Stock Purchase Agreement, dated May 17, 2013, by and among the Company and certain investors, Mr. Weaver served as a director designated by Pyxis Innovations, Inc. Under the terms of the Agreement, Pyxis has the right to appoint a successor to replace Mr. Weaver as its designee to the Board. About Interleukin Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized health company that develops unique genetic tests to provide information to better manage health and specific health risks. Interleukin Genetics disclosed a net loss of $5.12 million in 2012, as compared with a net loss of $5.02 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $10.12 million in total assets, $3.09 million in total liabilities and $7.03 million in total stockholders' equity. Grant Thornton LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company incurred a net loss of $5,120,084 during the year ended December 31, 2012, and as of that date, the Company's total liabilities exceeded its total assets by $13,623,800. These conditions, among other factors, raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "We have retained a financial advisor and are actively seeking additional funding, however, based on current economic conditions, additional financing may not be available, or, if available, it may not be available on favorable terms. In addition, the terms of any financing may adversely affect the holdings or the rights of our existing shareholders. For example, if we raise additional funds by issuing equity securities, further dilution to our then- existing shareholders will result. Debt financing, if available, may involve restrictive covenants that could limit our flexibility in conducting future business activities. We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our technologies, tests or products in development. Our common stock was delisted from the NYSE Amex in 2010 and is currently trading on the OTCQBTM. As a result, our access to capital through the public markets may be more limited. If we cannot obtain additional funding on acceptable terms, we may have to discontinue operations and seek protection under U.S. bankruptcy laws," the Company said in its quarterly report for the ended March 31, 2013. INTERPUBLIC GROUP: S&P Rates $350MM Sr. Unsecured Notes 'BB+' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned New York-based ad agency holding company Interpublic Group of Cos. Inc.'s proposed issuance of $350 million senior unsecured notes due 2024 a 'BB+' issue-level rating, with a recovery rating of '3', indicating S&P's expectation for meaningful (50% to 70%) recovery for noteholders in the event of a payment default. S&P expects the company to use proceeds to refinance the company's $350 million senior unsecured notes due 2014 and for general corporate purposes. "Our 'BB+' corporate credit rating on IPG incorporates the company's position as the fourth largest (prior to the pending merger of Omnicom Group Inc. and Publicis Groupe S.A.) ad agency holding company by revenue, with a broad business mix across advertising and marketing services disciplines and geographies. The advertising industry is somewhat cyclical, and subject to clients switching to competitors or scaling back spending on short notice. IPG's business risk profile is "satisfactory," based on the company's broad business mix of traditional advertising and marketing services and the increased client relationship opportunities that the holding company structure provides compared with stand-alone agencies. We also incorporate the risks of client and competitive pressures on compensation, and we have cautious expectations regarding the scope for EBITDA margin expansion. We view IPG's financial risk profile as "significant" because of our expectation that funds from operations to total debt should remain in the 30% area, and because of lower discretionary cash flow generation compared with peers, notwithstanding its strong liquidity," S&P said. RATINGS LIST Interpublic Group of Cos. Inc. Corporate Credit Rating BB+/Stable/-- New Rating Interpublic Group of Cos. Inc. Senior Unsecured $350M notes due 2024 BB+ Recovery Rating 3 JACKSONVILLE BANCORP: Endeavour Stake at 9.9% as of Feb. 14 ----------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Endeavour Capital Advisors Inc. and its affiliates disclosed that as of Feb. 14, 2014, they beneficially owned 315,392 shares of common stock of Jacksonville Bancorp, Inc., representing 9.9 percent of the shares outstanding. Endeavour previously reported beneficial ownership of 355,192 shares at Dec. 31, 2013. A copy of the regulatory filing is available for free at http://is.gd/M3wehl About Jacksonville Bancorp Jacksonville Bancorp, Inc., a bank holding company, is the parent of The Jacksonville Bank, a Florida state-chartered bank focusing on the Northeast Florida market with eight full-service branches in Jacksonville, Duval County, Florida, as well as the Company's virtual branch. The Jacksonville Bank opened for business on May 28, 1999, and provides a variety of community banking services to businesses and individuals in Jacksonville, Florida. Jacksonville Bancorp disclosed a net loss of $43.04 million in 2012, a net loss of $24.05 million in 2011 and a $11.44 million net loss in 2010. As of Sept. 30, 2013, the Company had $514.54 million in total assets, $481.82 million in total liabilities and $32.72 million in total shareholders' equity. "Both Bancorp and the Bank must meet regulatory capital requirements and maintain sufficient capital and liquidity and our regulators may modify and adjust such requirements in the future. The Bank's Board of Directors has agreed to a Memorandum of Understanding (the "2012 MoU") with the FDIC and the OFR for the Bank to maintain a total risk-based capital ratio of 12.00% and a Tier 1 leverage ratio of 8.00%. As of December 31, 2012, the Bank was well capitalized for regulatory purposes and met the capital requirements of the 2012 MoU. If noncompliance or other events cause the Bank to become subject to formal enforcement action, the FDIC could determine that the Bank is no longer "adequately capitalized" for regulatory purposes. Failure to remain adequately capitalized for regulatory purposes could affect customer confidence, our ability to grow, our costs of funds and FDIC insurance costs, our ability to make distributions on our trust preferred securities, and our business, results of operation, liquidity and financial condition, generally," according to the Company's annual report for the year ended Dec. 31, 2012. JACKSONVILLE BANCORP: Reports $32.4 Million 2013 Net Loss --------------------------------------------------------- Jacksonville Bancorp, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss available to common shareholders of $32.42 million on $22.93 million of total interest income for the year ended Dec. 31, 2013, as compared with a net loss available to common shareholders of $43.04 million on $26.25 million of total interest income for the year ended Dec. 31, 2012. The Company reported a net loss available to common shareholders of $24.05 million in 2011. As of Dec. 31, 2013, the Company had $507.28 million in total assets, $473.35 million in total liabilities and $33.93 million in total shareholders' equity. "The Company and its subsidiaries are subject to extensive regulation and supervision by federal, state and local governmental authorities, including the Federal Reserve, the FDIC, and the OFR. Banking regulations govern the activities in which we may engage and are primarily intended to protect depositors and the banking system as a whole, not the interests of shareholders. These regulations impact our lending and investment practices, capital structure and dividend policy, among other things. The financial services industry is subject to frequent legislative and regulatory changes and proposed changes, including sweeping changes resulting from the Dodd-Frank Act, the full-impact of which cannot be predicted. Changes to such regulations may have a materially adverse effect on our operations by subjecting the Company to additional compliance costs, restrictions on our operations, and other enforcement actions in the event of noncompliance," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/ZhAbLA Additional information is available for free at: http://is.gd/SjaJWU About Jacksonville Bancorp Jacksonville Bancorp, Inc., a bank holding company, is the parent of The Jacksonville Bank, a Florida state-chartered bank focusing on the Northeast Florida market with eight full-service branches in Jacksonville, Duval County, Florida, as well as the Company's virtual branch. The Jacksonville Bank opened for business on May 28, 1999, and provides a variety of community banking services to businesses and individuals in Jacksonville, Florida. JAMES RIVER: Delays Form 10-K for 2013 Over Strategic Review ------------------------------------------------------------ James River Coal Company filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Dec. 31, 2013. The Company's Annual Report on Form 10-K for its fiscal year ended Dec. 31, 2013, will be delayed due to: (i) the strategic review process announced on Feb. 7, 2014; and (ii) the Company's financial statements and other disclosures to be included in its 10-K are not complete because of the time requirements of the strategic review process and the significant accounting and reporting issues related to both the strategic review process and the previously announced adjustments to the Company's mining operations, including the closure and idling of mines. Additionally, given the Company's current liquidity needs and the uncertainty surrounding the outcome of the Company's strategic review process, the Company's auditors have communicated to the Company that if they were to deliver an audit opinion based on the current circumstances, their audit opinion would contain a going concern qualification. As a result, the Company is uncertain when the 10-K will be filed and therefore will not host an investor call to discuss its fourth quarter and full year 2013 results. Based on preliminary information currently available, the Company anticipates that its results of operations for the year ended Dec. 31, 2013, will be significantly different from the results of operations for the year ended Dec. 31, 2012. Fails to Pay Notes Interest In 2011 the Company issued $230 million of its 3.125 percent Convertible Senior Notes due 2018, of which $13.3 million in aggregate principal amount remained outstanding as of Sept. 30, 2013. The next interest payment on the 2018 Notes is due March 17, 2014. The Company does not intend to make this interest payment on the due date. Pursuant to the Indenture governing the 2018 Notes, the Company is entitled to a thirty-day grace period in which to make the interest payment before an "Event of Default" is deemed to have occurred under the Indenture. About James River Headquartered in Richmond, Virginia, James River Coal Company (NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines, processes and sells bituminous steam and industrial-grade coal primarily to electric utility companies and industrial customers. The company's mining operations are managed through six operating subsidiaries located throughout eastern Kentucky and in southern Indiana. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $14.99 million. James River reported a net loss of $138.90 million in 2012, as compared with a net loss of $39.08 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.06 billion in total assets, $818.69 million in total liabilities and $247.34 million in total shareholders' equity. * * * In the May 24, 2013, edition of the TCR, Moody's Investors Service downgraded James River Coal Company's Corporate Family Rating to Caa2 from Caa1. "While the company continues to take actions to reposition operations and shore up its balance sheet, we expect external factors will preclude James River from maintaining credit measures and liquidity consistent with the Caa1 rating level," said Ben Nelson, Moody's lead analyst for James River Coal Company. As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Richmond, Va.-based James River Coal Co. to 'CCC' from 'SD' (selective default). "We raised our rating on James River Coal because we understand that the company has stopped repurchasing its debt at deep discounts, for the time being," said credit analyst Megan Johnston. KATE SPADE: S&P Affirms 'B' CCR & Rates $400MM Sr. Sec. Loan 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on New York-based Kate Spade & Co. The outlook is stable. In addition, S&P is assigning its 'B' secured debt issue-level rating to the company's proposed $400 million senior secured term loan due 2021. S&P is also assigning its '3' secured debt recovery rating to '3', indicating its expectation for meaningful (50% to 70%) recovery for noteholders in the event of a payment default. The recovery rating reflects S&P's expectation for the size of the asset-based lending (ABL) revolving credit facility to be reduced to $200 million from $350 million in conjunction with the company's plans to amend the facility. S&P expects the company to use the proceeds from the term loan to repay its 10.5% senior secured notes due 2019. "Our corporate credit rating affirmation reflects our view that solid performance and growth characteristics of the company's remaining Kate Spade brand will support relatively stable operating performance, given the company's smaller scale following recent divestitures," said Standard & Poor's credit analyst Linda Phelps. "We expect 2014 will continue to be a transitional year for the company as it invests heavily in growth of the Kate Spade brand, completes store closures for the remaining Juicy Couture stores, and downsizes its corporate overhead." Standard & Poor's believes the company's financial risk profile will continue to be "highly leveraged" as credit measures will only improve modestly for 2014. S&P's ratings on Kate Spade also reflect its view that the business risk profile continues to be "weak," reflecting the company's narrow product and geographic focus in the highly competitive and fragmented apparel industry. KIRCH MEDIA: Law Firms Raided Over Work on Deutsche Bank Case ------------------------------------------------------------- Law360 reported that German prosecutors have searched the offices of law firms Hengeler Mueller as well as Gleiss Lutz in connection with their representation of Deutsche Bank AG in its legal row with the heirs of media baron Leo Kirch, who claim the bank helped bring down Kirch's empire. The report related that prosecutors searched both the Munich and Frankfurt offices of the firms, according to prosecutors, as the government's probe into whether any top brass at Deutsche Bank gave any false testimony in the suit over the bank's role in the collapse of the German empire. Headquartered in Ismaning, Germany, KirchMedia GmbH -- http://www.kirchmedia.de/-- was the country's second largest media company prior to its insolvency filing in June 2002. The firm's collapse, caused by a US$5.7 billion debt incurred during an expansion drive, was Germany's biggest since World War II. Taurus Holding is the former holding company for the Kirch group. The case is docketed under Case No. 14 HK O 1877/07 at the Regional Court of Munich. LEE ENTERPRISES: Completes Refinancing of $800-Mil. Debt -------------------------------------------------------- Lee Enterprises, Incorporated on March 31 disclosed that it has completed the refinancing of $800 million of debt, extending maturities to 2019 and 2022. "This long-term financing significantly extends the average maturity of Lee's debt to more than seven years and provides a substantial runway for continued aggressive deleveraging," said Mary Junck, Lee chairman and chief executive officer. "It enables us to keep our full focus on our many initiatives to drive audiences, revenue and cash flow. The favorable terms are a result of Lee's strong track record of stable cash flow and significant debt reduction, along with our powerful print and digital products and huge audiences in attractive markets." Carl Schmidt, Lee vice president, chief financial officer and treasurer, said the blended cash interest rate of the new credit facilities, inclusive of the Pulitzer Notes, and excluding amortization of transaction costs, is 9.25%, almost identical to the current blended rate of 9.20%. He said the pro forma cash interest cost will initially rise approximately $3.4 million annually due primarily to additional funds borrowed to pay fees and expenses related to the financing. "The refinancing significantly reduces exposure to the possibility of rising interest rates in the future, broadens our base of debt investors and has minimal maintenance covenants," he said. He added: "In 2013 we repaid $98.5 million of debt and reached the debt levels projected in our plan of reorganization for September 2015 -- two years early. Through March, the first six months of our 2014 fiscal year, we have repaid another $34.5 million. The new financing structure will allow Lee to continue to delever rapidly, with term loans pre-payable at par from cash flow." Financings completed today include: -- $250 million First Lien Term Loan -- The term loan has original issue discount of 2.0%, will bear interest at LIBOR plus 6.25%, with a floor of 1.0%, and will be payable quarterly, beginning in June 2014. Quarterly principal payments of $6.25 million will be required, with other payments made either voluntarily, based on excess cash flow or proceeds from asset sales. The loan will mature in March 2019. Due to strong market demand, the loan was increased from $200 million to $250 million, which allowed the higher-cost second lien term loan to be reduced. Concurrently with the issuance of the term loan, Lee also entered into a new $40 million first lien revolving facility that remains undrawn and will mature in December 2018. -- $400 million Senior Secured Notes -- The first lien notes will pay interest semiannually on March 15 and September 15 of each year, beginning September 15, 2014, at an annual rate of 9.5%. The notes will mature on March 15, 2022. The notes have customary call protection and were sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933. -- $150 million Second Lien Term Loan -- Lee previously announced a commitment by a group of lenders to finance up to $200 million of 12.0% second lien debt, with interest payable quarterly beginning in June 2014 and maturing in December 2022. The size of that facility has been reduced to $150 million as a result of an increase in the size of the new first lien term loan facility. Under the second lien loan agreement, each lender received at closing on March 31 its pro rata share of warrants to purchase, in cash, an initial aggregate of 6,000,000 shares of Lee Common Stock, $0.01 par value, subject to adjustment, which will represent, when fully exercised, approximately 10.1% of shares currently outstanding on a fully diluted basis. The exercise price of the warrants is $4.19 per share. Subject to certain conditions in the first and second lien term loan agreements, the balance of the second lien term loan can, or will be, reduced at par from cash flows or proceeds from asset sales of Lee's Pulitzer subsidiary after the Pulitzer Notes debt has been satisfied. The new facilities enabled Lee to repay its existing first and second lien credit facilities, which consisted of a first lien with a remaining balance of $593 million and a second lien note of $175 million, as well as fees and expenses related to the refinancing. Lee's long-term debt also includes a remaining balance of $45 million of Pulitzer Notes issued to a subsidiary of Berkshire Hathaway, which bear interest at 9.0% and mature in April 2017. The obligations will be secured, subject to certain priorities and limitations in the various agreements, by perfected security interests in substantially all the assets of the Company and guaranteed by Lee's material subsidiaries. A portion of the unamortized present value adjustments related to the existing financing, which totaled $11.7 million at December 29, 2013, will be charged to expense in the June 2014 quarter, as will a $1.75 million call premium paid on March 31 upon refinancing of the existing second lien credit facility. In addition, certain of the fees related to the new financing will be charged to expense in the June quarter, with the remainder capitalized and amortized over the lives of the respective debt facilities. JPMorgan Securities LLC and Deutsche Bank Securities Inc. acted as joint lead arrangers and joint book-running managers for the financing. About Lee Enterprises Lee Enterprises, Incorporated, headquartered in Davenport, Iowa, publishes the St. Louis Post Dispatch and the Arizona Daily Star along with more than 40 other daily newspapers and about 300 weekly newspapers and specialty publications in 23 states. Revenue for the 12 months ended December 2010 was $780 million. The Company has 6,200 employees, with 4,650 working full-time. Lee Enterprises and certain of its affiliates filed for Chapter 11 (Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a prepackaged plan of reorganization. The Debtor selected Sidley Austin LLP as its general reorganization and bankruptcy counsel, and Young Conaway Stargatt & Taylor LLP as co-counsel; The Blackstone Group as Financial and Asset Management Consultant; and The Debtor disclosed total assets of $1.15 billion and total liabilities of $1.25 billion at Sept. 25, 2011. Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition Agent, is represented in the Debtors' cases by Sandeep "Sandy" Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher & Bartlett LLP. Certain Holders of Prepetition Credit Agreement Claims, Goldman Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and Blackwell Partners, LLC have committed to acquire up to a maximum amount of $166.25 million of loans under a New Second Lien Term Loan Facility pursuant to the Reorganization Plan. This commitment also includes the potential payment of up to $10 million as backstop cash to Reorganized Lee Enterprises to acquire the loans. The Initial Backstop Lenders are represented by Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed, Hadley & McCloy LLP. On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a second version of their prepackaged Chapter 11 reorganization plan. Lee Enterprises declared the prepackaged plan effective on Jan. 30. LEVEL 3: Subsidiary Guarantees 2021 Notes ----------------------------------------- Level 3 Financing, Inc., a wholly owned subsidiary of Level 3 Communications, Inc., entered into a Supplemental Indenture, dated as of March 14, 2014, to the Indenture, dated as of Nov. 14, 2013, among Parent, as guarantor, Level 3 Financing, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Level 3 Financing's 6.125 percent Senior Notes due 2021. The 2021 Guarantee Supplemental Indenture was entered into among Level 3 Financing, Parent, Level 3 Communications, LLC, a wholly owned subsidiary of Parent, and the Trustee. Pursuant to the 2021 Guarantee Supplemental Indenture, Level 3 LLC has provided an unconditional, unsecured guaranty of the 2021 Notes. On March 14, 2014, Level 3 Financing entered into an additional Supplemental Indenture, dated as of March 14, 2014, to the 2021 Indenture. The 2021 Subordination Supplemental Indenture was entered into among Level 3 Financing, Parent, Level 3 LLC and the Trustee. Pursuant to the 2021 Subordination Supplemental Indenture, the unconditional, unsecured guaranty of Level 3 LLC of the 2021 Notes is subordinated in any bankruptcy, liquidation or winding up proceeding of Level 3 LLC to all obligations of Level 3 LLC under the Level 3 Financing Amended and Restated Credit Agreement, dated as of March 13, 2007. On March 14, 2014, Level 3 Financing entered into a Supplemental Indenture, dated as of March 14, 2014, to the Indenture, dated as of Nov. 26, 2013, among Parent, as guarantor, Level 3 Financing, as issuer, and the Trustee, as trustee, relating to Level 3 Financing's Floating Rate Senior Notes due 2018. The 2018 Guarantee Supplemental Indenture was entered into among Level 3 Financing, Parent, Level 3 LLC and the Trustee. Pursuant to the 2018 Guarantee Supplemental Indenture, Level 3 LLC has provided an unconditional, unsecured guaranty of the 2018 Notes. On March 14, 2014, Level 3 Financing entered into an additional Supplemental Indenture, dated as of March 14, 2014, to the 2018 Indenture. The 2018 Subordination Supplemental Indenture was entered into among Level 3 Financing, Parent, Level 3 LLC and the Trustee. Pursuant to the 2018 Subordination Supplemental Indenture, the unconditional, unsecured guaranty of Level 3 LLC of the 2018 Notes is subordinated in any bankruptcy, liquidation or winding up proceeding of Level 3 LLC to all obligations of Level 3 LLC under the Credit Agreement. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. Level 3 incurred a net loss of $109 million on $6.31 billion of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $422 million on $6.37 billion of revenue in 2012. The Company incurred a net loss of $756 million in 2011. The Company's balance sheet at Dec. 31, 2013, showed $12.87 billion in total assets, $11.46 billion in total liabilities and $1.41 billion in total stockholders' equity. * * * In October 2013, Fitch Ratings affirmed the 'B' Issuer Default Ratings (IDRs) assigned to Level 3. As reported by the TCR on June 5, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Broomfield, Colo.- based global telecommunications provider Level 3 Communications Inc. to 'B' from 'B-'. "The upgrade reflects improved debt leverage, initially from the acquisition of the lower-leveraged Global Crossing in October 2011, and subsequently from realization of the bulk of what the company expects to eventually be $300 million of annual operating synergies," said Standard & Poor's credit analyst Richard Siderman. LIBBEY INC: S&P Raises CCR to 'BB-' on Expected Debt Prepayment --------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Toledo, Ohio-based Libbey Inc. to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P assigned a 'BB' issue-level rating to Libbey's proposed $440 million senior secured term loan due 2021. The recovery rating for the term loan is '2', reflecting S&P's expectations for substantial (70% to 90%) recovery in the event of payment default. The company is also seeking an amendment to its existing $100 million asset-based lending facility due 2017 (ABL, unrated), which includes extending the maturity by two years, in addition to incremental structural flexibility. The proceeds from the term loan, in addition to about $10 million of cash and about an $11 million draw on the ABL, will be used to refinance the remaining $405 million of the 6.875% senior secured notes outstanding due 2020, and pay transaction fees and expenses. The debt will be issued at Libbey Glass Inc., a wholly owned subsidiary. S&P also raised the rating on Libbey's existing 6.875% senior secured notes due 2020 to 'BB' from 'BB-'. The recovery rating remains '2'. S&P will withdraw the ratings on these notes following the full repayment of the facilities upon the close of the transaction. Pro forma for the refinancing, approximately $575 million of adjusted debt will be outstanding. The ratings are subject to review upon final documentation. "The upgrade reflects Libbey's consistent operating performance and pro forma credit measures, which we expect to improve over the near term while the company maintains adequate liquidity," said Standard & Poor's credit analyst Stephanie Harter. For the 12 months ended Dec. 31, 2013, S&P estimates the ratio of adjusted total debt to EBITDA declined to 3.5x, and funds from operations (FFO) to total debt has improved to about 19%, compared to 3.8x and 12%, respectively, in the prior period. Pro forma for the refinancing, S&P estimates leverage of about 3.8x. S&P expects the company to improve its credit metrics through a combination of additional debt reductions and sustained EBITDA margin over the next 12 months. Based on S&P's forecast, it estimates that by the end of fiscal 2014, adjusted leverage will be about 3.5x and FFO to total debt will be about 22%. The ratings on Libbey reflect S&P's view that the company's financial risk profile is "aggressive" and that the business risk profile is "fair". S&P has revised its business risk profile to "fair" from "weak" following a reassessment of the company's operating efficiency and utilization from its ongoing cost savings plans. Key credit factors also considered in S&P's fair business risk assessment include Libbey's narrow business focus, capital- intensive operations, and exposure to volatile input costs, despite significant presence in the U.S. food service glassware sector. The outlook is stable, reflecting the company's improving operating trends and S&P's expectation that Libbey will further improve credit measures and maintain adequate liquidity. S&P could consider lowering the rating if the company's operating performance deteriorates significantly, or its financial policies become more aggressive such that debt were to increase to well over 4x. S&P estimates this could occur if gross margin were to decline by 250 basis points coupled with a low- to mid-single- digit revenue growth decline (assuming constant pro forma debt levels). S&P believes this scenario could possibly occur if there was lower demand in the food service sector and consumer spending, coupled with higher raw material costs. S&P could consider an upgrade if Libbey improves and sustains operating performance resulting in improved credit measures, including sustaining leverage below 3x and FFO to total adjusted debt above 30%, while maintaining adequate liquidity. S&P estimates this scenario could occur if fiscal 2014 gross margin were to improve by about 100 basis points, in addition to mid to high-single-digit sales growth. LIGHTSQUARED INC: Says Dish Chair Withheld Key Docs in Debt Row --------------------------------------------------------------- Law360 reported that LightSquared Inc. urged a bankruptcy judge to find in its favor in a dispute surrounding Dish Network Corp. chairman Charlie Ergen's purchase of $1 billion of the private equity-backed company's debt, as punishment for Ergen's counsel allegedly withholding key documents during a trial last month. According to the report, the dispute stems from a lawsuit that the bankrupt telecommunications company, controlled by Philip Falcone's Harbinger Capital Partners LLC, launched last year accusing Ergen of secretly, and in violation of a credit agreement. The Troubled Company Reporter previously reported that U.S. Bankruptcy Judge Shelley Chapman has signed off on a protective order, which authorizes the implementation of procedures to protect "highly sensitive proprietary information regarding certain technical matters" that will be provided by Ergen's company in connection with the confirmation of Lightsquared's plan. The protective order follows Judge Chapman's order directing Ergen's company to turn over documents with the letters "LEs," for Lightsquared, and several versions of the word "terminate" from April 2013 until now. 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. LIGHTSQUARED INC: Closing Arguments Set for May 5 and 6 ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that whether LightSquared Inc. has a reorganization plan worthy of court approval will be the topic of closing arguments to be made on May 5 and 6 in U.S. Bankruptcy Court in New York. The trial continues on the question of whether the bankruptcy judge can approve the Chapter 11 plan by signing a confirmation order, the report related. The confirmation trial began two days after a separate seven-day trial concluded on March 17 on the question of whether secured claims held by companies affiliate with Charles Ergen should be paid only after all other creditors. 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. LIGHTSQUARED INC: Credit Suisse, JPMorgan 'Confident' About Loan ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are both "highly confident" of being able to arrange a $1 billion term loan helping LightSquared Inc. emerge from Chapter 11 reorganization. According to the report, letters from both investment banks were filed with the U.S. Bankruptcy Court in New York where LightSquared, the developer of a satellite-based wireless communications system, is trying to persuade the judge to approve a reorganization plan. The contemplated loan would bear interest at 8 percentage points above the above the London interbank offered rate, the report related. The proposed loan would mature in three or four years and pay interest through issuance of more debt. The loan would be sold to investors for about 97 percent of face value, Credit Suisse said in its letter. J.P. Morgan said it's highly confident the loan would be "well received" in the credit markets, the report further related. 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. MARTIFER SOLAR: Fox Rothschild Approved as Bankruptcy Counsel ------------------------------------------------------------- The Bankruptcy Court, according to Martifer Solar USA, Inc., and Martifer Aurora Solar, LLC's case docket, authorized the Debtors to employ Fox Rothschild LLP as counsel. As reported in the Troubled Company Reporter on March 6, 2014, the Debtors require Fox Rothschild to: (a) advise the Debtors of their rights and obligations and performance of their duties during administration of these Chapter 11 Cases; (b) attend meetings and negotiate with other parties in interest on the Debtors' behalf in these Chapter 11 Cases; (c) take all necessary action to protect and preserve the Debtors' Estates including: the prosecution of actions, the defense of any actions taken against the Debtors, negotiations concerning all litigation in which the Debtors are involved, and objecting to claims filed against the estates which are believed to be inaccurate; (d) negotiate and prepare a plan of reorganization, disclosure statement and all papers and pleadings related thereto and in support thereof and attending court hearings related thereto; (e) represent the Debtors in all proceedings before the Court or other courts of jurisdiction in connection with these Chapter 11 Cases; including, preparing and reviewing all motions, answers and orders necessary to protect the Debtors' interests; (f) assist the Debtors in developing legal positions and strategies with respect to all facets of these proceedings; (g) prepare on the Debtors' behalf necessary applications, motions, answers, orders and other documents; and (h) perform all other legal services for the Debtors in connection with the Chapter 11 Cases and other general corporate and litigation matters, as may be necessary. Fox Rothschild will be paid at these hourly rates: Brett A. Axelrod, Partner $675 Dawn Cica, Partner $550 Neal Cohen, Partner $520 Emily J. Yukich, Partner $510 Matthew J. Rita, Partner $500 Nancy Yaffe, Partner $475 Micaela Rustia Moore, Partner $460 Charles D. Axelrod, Counsel $845 Audrey Noll, Counsel $500 John H. Gutke, Associate $330 Namal Tantula, Associate $315 Rachel Silverstein, Associate $295 Tara Popova, Associate $280 Jacqueline Lechtholz-Zey, Associate $270 Patricia M. Chlum, Paralegal $285 Wyn Saunders, Paralegal $275 Debra K. Eurich, Paralegal $225 Partners $210-$800 Counsel $210-$845 Associates $210-$650 Legal Assistants/Paralegals $110-$335 Fox Rothschild will also be reimbursed for reasonable out-of- pocket expenses incurred. On Jan. 2, 2014, the U.S. Parent, on behalf of the Debtors, provided Fox Rothschild with an advance payment of $350,000 to establish a retainer to pay for legal services rendered or to be rendered in connection with the Restructuring Services. Additionally, Fox Rothschild was provided with the filing fees of $1,213 each to file these Chapter 11 Cases. $157,442.29 of the retainer was applied to Restructuring Services. Fox Rothschild is currently holding $192,557.71 as prepetition retainer for these Chapter 11 Cases. Brett A. Axelrod, partner of Fox Rothschild, 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. Cathay Bank filed an objection dated Feb. 24. It said the engagement must be denied to the extent the motion seeks to employ non-Fox attorney. On March 3, the Debtors responded to Cathay Banks' objection, stating that the opposition undermined the very purpose that it claims to foster. Cathay utilized the contract attorney relationship between Fox Rothschild and Nathan A. Schultz, Esq., as a pretense for seeking to exclude Mr. Schultz from further participation in the Chapter 11 cases. The Debtor explained that, among other things: 1. the Fox application properly seeks authorization for the employment of Mr. Schultz in his capacity as a contract attorney for Fox Rothschild; and 2. Mr. Schultz's continued service as a contract attorney for Fox Rothschild will be beneficial to Debtors' 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 for the Chapter 11 bankruptcy case of Martifer Solar USA Inc. MARTIFER SOLAR: Peter Kravitz Appointed as Independent Director --------------------------------------------------------------- Martifer Solar USA, Inc. and Martifer Aurora Solar, LLC, notified the Bankruptcy Court of the appointment of Peter Kravitz of Solution Trust as independent director of Martifer Solar USA, Inc. 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 for the Chapter 11 bankruptcy case of Martifer Solar USA Inc. MARTIFER SOLAR: Wolf Rifkin Okayed as Calif. Litigation Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Martifer Solar USA, Inc. to employ Wolf, Rifkin, Shapiro, Schulman & Rabkin LLP as special California litigation counsel nunc pro tunc to the Petition Date. As reported in the Troubled Company Reporter on March 11, 2014, Wolf Rifkin will continue representing the Debtor in certain pending litigation matters in California. As of the Petition Date, Wolf Rifkin was handling six pending matters for the Debtor. Wolf Rifkin will be paid at these hourly rates: John Samberg, partner (CA, LV, RN Office) lead Martifer USA counsel in all Wolf Rifkin offices $450 Elsa Horowitz, partner (CA Office) $425 Simon Aron, of-counsel (CA Office) $450 Chris Mixon, associate (RN Office) $350 Royi Moas, associate (LV office) $375 Josh Shapiro, associate (CA office) $395 John Narcise, paralegal (CA office) $200 Noemy Valdez, paralegal (LV office) $175 Partners $395-$450 Associates $350-$395 Paralegals $175-$200 Wolf Rifkin will also be reimbursed for reasonable out-of-pocket expenses incurred. Given that Wolf Rifkin represented the Debtor prepetition, Wolf Rifkin received payments in the ordinary course of its representation. Within 90 days of the Petition Date, Wolf Rifkin received these payments from a third party on behalf of the Debtor: (a) Payment of $70,006.64 received from Martifer Solar, Inc. on Dec. 31, 2013 and applied to the outstanding Martifer USA balance; and (b) Payment of $30,000 received from Martifer Solar, Inc. on Jan. 21, 2014 and applied to the outstanding Martifer USA balance. Wolf Rifkin has a claim against the Debtors for unpaid fees and expenses incurred prior to the Petition Date in the amount of $57,827.61. Wolf Rifkin is not currently holding a retainer paid by the Debtor more than 90 days before the Petition Date. Wolf Rifkin is currently holding in its client trust account a payment of $13,810.37 it received from Martifer USA pre-petition on Jan. 17, 2013 Stephen J. Burke, Esq., partner of Wolf Rifkin, 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: Cathay Bank Sues Over Loan Obligations ------------------------------------------------------ Michael Gerard Fletcher, Esq., at Frandzel Robins Bloom & Csato, L.C., and Natalie M. Cox, Esq., at Kolesar & Leatham, on behalf of Cathay Bank, filed a complaint dated March 7 with the Bankruptcy Court seeking a declaration of the rights and duties of the parties with respect to the controversy against Martifer Aurora Solar, LLC, et al. According to Cathay Bank, it made an asset-based business loan on Nov. 15, 2012, to the Debtor and parent Martifer USA, in the principal sum of $12,000,000. The loan is evidenced by, among other things, a Promissory Note made by the borrowers in favor of the Bank in the sum of $12,000,000. In early August 2013, the Bank discovered that the borrowers were in default of their loan obligations by virtue of being over advanced pursuant to the terms and conditions of the Nov. 15, 2012 BLA. 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 for the Chapter 11 bankruptcy case of Martifer Solar USA Inc. MASHANTUCKET PEQUOT: S&P Assigns 'CCC+' ICR; Outlook Negative ------------------------------------------------------------- Standard & Poor's Ratings Services said it has assigned its 'CCC+' issuer credit rating to Mashantucket, Conn.-based gaming operator Mashantucket (Western) Pequot Tribe with a negative outlook, compared with the stable outlook assigned under S&P's preliminary analysis. At the same time, S&P assigned a 'CCC+' issue-level rating to the Tribe's credit facilities, consisting of a $267.7 million term loan A due 2018, $275 million term loan B due 2020, $20 million term loan C due 2016, and $5 million revolving credit facility due 2016. The issuance was part of the Tribe's comprehensive debt refinancing transactions in 2013. "Our 'CCC+' issuer credit rating on the Tribe reflects the issuer's dependence on favorable business and economic conditions to meet fixed charges," said Standard & Poor's credit analyst Carissa Schreck, and S&P's view of the issuer's business risk profile as "vulnerable" and its financial risk profile as "highly leveraged," according to S&P's criteria. S&P's assessment of the business risk profile as "vulnerable" reflects the Tribe's reliance on a single property for cash flow and the competitive dynamics in the region. The business risk assessment also takes into account S&P's expectation of a substantial increase in competition in Massachusetts starting in 2016, with full-scale casino gaming operations beginning in 2017, which S&P believes will result in a meaningful decline in the Tribe's customer base and cash flow generation. The Tribe's primary source of cash flow is its Foxwoods Resort Casino in Mashantucket, Conn. In the first quarter of fiscal 2014, ended December 2013, EBITDA declined in the low-20% area, well below S&P's expectations, mainly because of poor weather conditions and continued economic weakness and competitive challenges. In 2013, Foxwoods' competitor, Twin River, implemented 80 table games at the property, which contributed to the decline in Foxwoods' operating performance. The "highly leveraged" financial risk profile reflects S&P's expectation that total debt to EBITDA will be above 9x, and EBITDA coverage of fixed charges will be below 1x in 2014. Despite S&P's expectation for cost-cutting at the property, it believes EBITDA coverage of fixed charges will remain weak, about 1x, in 2015. Under S&P's long-term forecast, it believes credit measures will continue to deteriorate in 2016 such that EBITDA coverage of fixed charges will fall well below 1x by 2018. The negative outlook reflects S&P's expectation that EBITDA coverage of fixed charges will decline below 1x in fiscal 2014 (the fiscal year ends Sept. 30). Under S&P's long-term forecast, and incorporating a significant decline stemming from the start of gaming operations in Massachusetts in 2016, S&P believes it is unlikely that cash flow generation will be able to support the capital structure for the long term. S&P also believes that under this scenario, EBITDA coverage of fixed charges will continue to deteriorate below 1x in 2016, and that coverage will be significantly below 1x by fiscal 2018. A downgrade could result if our current performance expectations deteriorate as a result of continued economic and competitive pressures. A downgrade could also result if new competition were to come online sooner than S&P expects, leading to an accelerated decline in cash flow such that S&P believes the Tribe would face a near-term liquidity crisis or a violation of covenants during the subsequent 12 months. An upgrade would require substantial outperformance relative to S&P's current forecast such that it believes the Tribe is able to cover fixed charges on a sustained basis and is able to begin reducing leverage to offset meaningful new competition starting 2016. MCCLATCHY CO: S&P Affirms 'B-' CCR & Revises Outlook to Stable -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed all ratings on U.S. newspaper company The McClatchy Co., including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflects S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. S&P expects that growth in high- margin digital advertising revenue will not fully offset the secular decline in print advertising revenue. Nevertheless, S&P expects the company will continue to reduce debt and limit increases in lease- and pension-adjusted leverage to 6x, while maintaining an adequate cushion of compliance against its financial covenants. S&P views the company's business risk profile as "vulnerable," based on its criteria, reflecting the long-term trend in the newspaper industry related to migration of readership and advertising to online. S&P views the company's financial risk profile as "highly leveraged" because of its high debt-to-EBITDA ratio, and S&P's expectation for steadily declining discretionary cash flow over the long term. S&P assess the company's management and governance as "fair." McClatchy is a leading newspaper publisher, with a portfolio of 30 daily newspapers in six regions. The company's publications generally have limited direct competition from other newspapers, but face a long-term decline in advertising market share to online media. S&P also expects circulation will continue to decline for the foreseeable future, reflecting increasing consumer use of the Internet and other media for news and information. Separate from its newspapers, McClatchy also owns important minority equity investments in two growing online companies: 15% in CareerBuilder LLC in the employment sector, and 25.6% of Classified Ventures LLC in the auto sector. The company has received increasing dividends from its Internet equity investments since 2010. The company generates about one-third of revenues in California and Florida, where until recently, weak real estate market conditions had a severe effect on operations. The company's newspapers contribute a small but growing base of digital ad revenues, which accounted for 23.8% of 2013 total ad revenues versus 21.8% in 2012. Its newspapers' digital operations compete in a fragmented online advertising market, and S&P believes slow growth in digital ad revenues will be outpaced by continued high- single-digit percent declines in print advertising revenues. S&P's assessment of McClatchy's financial risk profile is "highly leveraged." This reflects S&P's expectation that the company's debt leverage (adjusted for operating leases, underfunded pension obligations, and dividends) will likely rise again following the repayment of debt with the distribution from Classified Ventures, as EBITDA gradually declines. S&P expects the company will be able to limit increases in total lease- and pension-adjusted debt to EBITDA to less than 6x as it deals with the ongoing secular decline in print advertising revenue. Lease- and pension-adjusted EBITDA coverage of interest expense remained flat (at 2x) in 2013, compared with 2012, but is likely to come under pressure. S&P expects discretionary cash flow to decline somewhat faster than EBITDA, in a longer-term trend that could jeopardize full repayment of debt in the absence of additional high-multiple Internet asset sales. S&P believes the company will continue to devote the majority of discretionary cash flow to reducing debt, but declining operating performance will result in leverage rising toward 6x over the long term. MDC PARTNERS: S&P Retains 'B-' Unsecured Notes Rating After Add-On ------------------------------------------------------------------ Standard & Poor's Ratings Services said that its issue-level rating on New-York based advertising holding company MDC Partners Inc.'s unsecured notes due 2020 remains 'B-' following the company's proposal for a $75 million add-on. The recovery rating on this debt remains '5', indicating S&P's expectation for modest (10% to 30%) recovery for noteholders in the event of a payment default. The company plans to use proceeds for general corporate purposes, including the funding of deferred acquisition consideration and potential acquisitions. S&P's corporate credit rating remains 'B' with a stable outlook. "Under our base-case scenario, we expect leverage (including our adjustments for operating leases, earn-outs, and put obligations) could remain above 5x through 2014. As a result, over the next 12 months, we expect to continue to characterize the company's financial risk profile as "highly leveraged," which includes leverage above 5x, based on our criteria. Elevated financial risk, together with our assessment of the company's business risk profile as "fair," are key considerations in the 'B' rating," S&P said. S&P's management and governance assessment is "fair." Pro forma for the note offering, lease-adjusted debt (including deferred acquisition consideration and put obligations) to EBITDA (before noncash stock compensation, including affiliate distributions and adjustments for deferred acquisition consideration, but after minority interest) was high, at roughly 6.5x as of Dec. 31, 2013. However, debt to EBITDA is down from roughly 8x in 2012 as a result of EBITDA growth over the last 12 months. The stable rating outlook reflects S&P's expectation that MDC will generate positive discretionary cash flow of roughly $75 million to $100 million in 2014, and that leverage will begin to decrease as EBITDA grows and talent-related spending subsides. S&P could raise the rating over the long term if leverage drops to below 4x on a sustained basis, compliance with financial covenants remains above 20%, and the company maintains adequate liquidity and establishes a less aggressive financial policy. S&P believes the company could achieve these measures in 2015 or 2016, assuming stronger economic trends and barring a continuation of aggressive debt-financed acquisition activity. S&P expects such a scenario would entail continued mid- to high-single-digit percent organic revenue growth and a steady reduction in deferred acquisition- related liabilities. Conversely, although less likely in S&P's view, it could lower the rating if the company does not continue to generate sustainable positive discretionary cash flow, or if covenant headroom falls below 15% with an expectation of further narrowing, stemming from operating weakness and acquisition or earn-out-related payments. RATINGS LIST MDC Partners Inc. Corporate Credit Rating B/Stable/-- Ratings Unchanged MDC Partners Inc. Senior Unsecured $725M* notes due 2020 B- Recovery Rating 5 *Following $75M add-on. MEN'S WEARHOUSE: S&P Assigns 'B+' CCR & Rates $1.1-Bil. Loan 'B+' ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Houston-based men's specialty apparel retailer The Men's Wearhouse Inc. The outlook is stable. Concurrently, S&P assigned a 'B+' issue-level rating to the company's $1.1 billion term loan B due 2021 with a '3' recovery rating, indicating S&P's expectation of meaningful (50%-70%) recovery in the event of a payment default. According to the company, it will use proceeds from the term loan, availability under its new $150 million revolver, junior capital, and cash on hand to fund its acquisition of Jos. A. Bank. "The ratings on The Men's Wearhouse (TMW) incorporate our assessment of the "fair" business risk profile and "aggressive" financial risk profile. The business risk profile reflects the company's participation in the highly competitive and widely fragmented men's specialty apparel retail segment," said credit analyst David Kuntz. "We believe the company enjoys good brand recognition through its two flagship brands--The Men's Wearhouse and Jos. A. Bank. Although the company is sizable when compared with other rated specialty apparel retailers, it is much smaller than its primary competitors, which include moderate department stores such as Macy's, Kohl's, and J.C. Penney. S&P's assessment of business risk also incorporates our view that the company generally has a track record of relatively stable performance and a healthy store fleet. While S&P believes there is some potential upside as the two companies are integrated, these synergies will likely be realized starting in the second year." The stable outlook reflects S&P's view that performance will remain relatively flat over the next year, but that the company will use cash flow generation to reduce funded debt. Although S&P forecasts some modest improvement in the company's credit protection measures, S&P believes they will remain commensurate with an "aggressive" financial risk profile over the next year. While S&P notes that the company has successfully integrated other businesses historically, Jos. A. Bank is much larger than prior acquisitions. S&P believes there is some moderate degree of integration risk over the next year that could increase performance volatility. Upside Scenario S&P could raise the rating if the company is able to integrate Jos. A. Bank without substantial issues and realize synergies and performance gains ahead of S&P's expectations. Under this scenario, revenue growth would be in the mid-single digits and margins would expand by more than 150 basis points (bps). At that time, leverage would be in the low-4.0x area, and S&P could revise its comparable ratings analysis to "neutral" from "negative". Downside Scenario S&P could lower the rating if the company experiences meaningful issues with regards to the acquisition that result in moderate performance erosion. Under this scenario, revenues would be modestly negative and EBITDA margins would decline more than 125 bps. At that time, leverage would be in the mid-5.0x area and S&P could reassess the company's financial risk profile as "highly leveraged". MEN'S WEARHOUSE: Moody's Assigns 'Ba3' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 Corporate Family Rating to The Men's Wearhouse, Inc. Moody's also assigned a Ba2 rating to the company's proposed $1.1 billion senior secured term loan B financing and a SGL-2 Speculative Grade Liquidity rating. The rating outlook is stable. Men's Wearhouse will utilize the proceeds from the new term loan, cash on hand, and $600 million of unsecured financing (which may be provided either by an offering of unsecured notes or a drawdown under a committed unsecured bridge loan facility) to fund the acquisition of Jos. A. Bank Clothiers, Inc. ("Jos. A. Bank") for $1.8 billion and to fund fees and expenses associated with the transaction. The following ratings were assigned: Corporate Family Rating at Ba3 Probability of Default Rating at Ba3-PD $1.1 billion senior secured term loan B due 2021 at Ba2 (LGD 3, 38%) Speculative Grade Liquidity Rating at SGL-2 Ratings Rationale Men's Wearhouse Ba3 Corporate Family Rating reflects its meaningful scale in the men's apparel industry following the Jos. A. Bank acquisition, with over 1700 stores in North America and combined revenue of $3.5 billion. While the company operates in a relatively narrow segment of the apparel industry, primarily selling suits and related products, Moody's believe this category has less fashion risk than most segments of apparel retailing. The rating also reflects the diversification benefits of operating separate brands. While the product mix of Men's Wearhouse and Jos. A. Bank is substantially similar, each brand focuses on a different demographic. The rating is constrained by the high initial debt burden on the company with LTM debt/EBITDA in the mid five times range. While initial leverage is high, Moody's expect the company will reduce leverage below five times within 12 to 18 months from closing of the acquisition through the realization of cost savings, as well as reducing absolute debt levels from free cash flow. Moody's believe the cost saving synergies that management has estimated at $100-150 million are realistic and can be realized over the next few years. The Ba2 rating assigned to the $1.1 billion secured term loan B due 2021 reflects its second lien on accounts receivable and inventory (the $500 million asset based revolver will have a first lien on these assets) and a first lien on substantially all other assets. The rating also reflects the junior capital cushion provided by the expected $600 million of senior unsecured debt (via a bridge loan or senior unsecured note offering) in the company's capital structure. The SGL-2 Speculative Grade Liquidity rating reflects our expectations the company will maintain a good liquidity profile. The company is expected to maintain modest cash balances as cash flow is used to fund investments in the business, restructuring costs that arise in the initial integration of Jos. A. Bank, and then to debt repayment. The company will have access to a $500 million asset based revolver which is expected to have limited utilization beyond funding seasonal working capital needs. The company's secured term loan will also have no financial maintenance covenants. The stable rating outlook reflects our expectations Men's Wearhouse will be able to integrate Jos. A. Bank with limited disruption and that it will substantially achieve its expected run-rate synergies of $100-150 million in the next few years. The stable rating outlook also contemplates that free cash flow will be utilized to reduce debt over time. Ratings could be upgraded if the company demonstrates successful integration of the Jos. A. Bank acquisition which would be evidenced by improved operating margins for the combined company reflecting the achievement of a meaningful portion of its targeted synergies. The company would also need to make progress reducing absolute debt levels from the high levels at the close of the transaction. Quantitatively ratings could be upgraded if debt/EBITDA was below 4.25 times and interest coverage exceeded 2.75 times while maintaining a good overall liquidity profile. Ratings could be downgraded if the integration of Jos. A. Bank were to encounter meaningful execution issues. In view of the high initial debt burden there is no room for financial policies to become more aggressive, such as utilizing free cash flow for share repurchases or further acquisitions. Quantitatively ratings could be downgraded if Moody's expected debt/EBITDA to be sustained above 5 times for an extended period. Headquartered in Fremont, California, Men's Wearhouse operates 1,124 in North American under the Men's Wearhouse, K&G and Moores brands. Jos. A. Bank Clothiers, Inc sells its full product line through 629 stores in 44 states and the District of Columbia as well as its website. Combined revenue for the companies is approximately $3.5 billion. 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. MF GLOBAL: Corzine, Former Execs Can't Escape Trustee Suit ---------------------------------------------------------- Law360 reported that a New York federal judge on March 24 refused to toss a lawsuit brought against ex-MF Global Holdings Ltd. CEO Jon Corzine and two other former executives for allegedly sinking the company through a dodgy trading strategy, saying the complaint shows the defendants acted in bad faith. According to the report, in September, MF Global litigation trustee Nader Tavakoli filed a two-count amended complaint accusing Corzine and others of masterminding a scheme to inflate MF Global's stock price through the trading strategy that ultimately caused the company's downfall. The case is Deangelis v. Corzine et al., Case No. 1:11-cv-07866 (S.D.N.Y.). About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MIDTOWN SCOUTS: Court Extends Plan Exclusivity Period to May 13 --------------------------------------------------------------- The Bankruptcy Court, at the request of Midtown Scouts Square Property, LP, and Midtown Scouts Square, LLC, extended their exclusive period to file a reorganization plan to May 13, 2014. The exclusive plan solicitation period is also extended to July 14, 2014. Midtown Scouts sought the extension because of the Court's pending ruling on the claims of Richey Family Limited Partnership, L.E. Richey, Todd Richey, and Bank of Houston. In August 2013, the Richeys filed a proof of claim for $1.4 million to which Midtown Scouts objected. Mazelle S. Krasoff, Esq., at Hoover Slovacek LLP, in Houston, Texas, relates that the claims alleged by the Richeys are potentially substantial and could significantly impact any plan filed, including whether the Richeys have an equity interest in Midtown Scouts. In their objection to the extension, the Richeys suggested that there is no need to wait for a ruling on their claims and that Midtown Scouts should proceed and show progress in presenting a plan. The first deadline for Midtown Scouts to file a plan was September 6, 2013. The deadline has been extended four times. About Midtown Scouts Square Midtown Scouts Square Property, LP, and affiliate Midtown Scouts Square, LLC, own two commercial properties located in Midtown Houston, Texas. The first property is a mixed use 36,000-square- foot two-storey office/restaurant building originally constructed in 1975, while the second property is a 104,000-square foot eight- storey parking garage with ground floor retail space, both in Bagby Street, in Houston. The two entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-32920) on May 9, 2013. The petitions were signed by Erich Mundinger as president of general partner. Judge Karen K. Brown presides over the case. In its schedules, MSS Property disclosed $17,408,328 in assets and $16,666,325 in liabilities. Edward L. Rothberg, Esq. at Hoover Slovacek, LLP, serves as the Debtor's counsel. Hawash Meade Gaston Neese & Cicack, LLP, serves as special litigation counsel. The U.S. Trustee has not appointed an official committee of unsecured creditors in the Debtors' bankruptcy cases. MILLENNIUM LABORATORIES: S&P Assigns B+ CCR & Rates $1.8BB Debt B+ ------------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B+' corporate credit rating to Millennium Laboratories Inc. The outlook is stable. At the same time, S&P assigned a 'B+' issue- level rating with a '3' recovery rating to the new $1.82 billion first-lien credit facility, which includes an undrawn $50 million revolving credit line. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%) recovery in the event of a payment default. "Our ratings on Millennium reflect our assessment of the company's 'weak' business risk profile and 'aggressive' financial risk profile," said Standard & Poor's credit analyst Gail Hessol. S&P's business risk profile assessment reflects Millennium's relatively small size, narrow business focus, limited market share, meaningful reimbursement exposure to government programs and price-sensitive commercial contracts, and S&P's view that the company operates in a highly competitive and fragmented market space with fairly low barriers to entry. The company's geographic diversity across the U.S., moderate competitive advantage in a form of quick test turnaround time, and above-average profitability only partially offset these weaknesses. The stable outlook reflects S&P's expectation that Millennium's double-digit growth rate and strong cash flow generation will result in credit measures consistent with an "aggressive" financial risk profile at the end of 2014. "We could lower the rating in the event that Millennium's operating performance falls meaningfully short of our expectations and results in 2014 debt to EBITDA significantly above 5.0x. This scenario could encompass a single-digit revenue decline coupled with a 300 basis point (bp) EBITDA contraction and could materialize if one of Millennium's large competitors such as Laboratory Corp. or Quest Diagnostics strategically expanded into the pain management drug testing field and won significant market share from Millennium. In addition, it could be induced by a substantial reimbursement rate cut resulting in lower revenues and compressed margins for Millennium. Potential emergence of alternative pain management approaches and medications with lower propensity to cause addiction also could significantly curtail the demand for pain management drug testing and adversely affect the company's prospects," S&P said. S&P could consider raising the rating if the company were able to reduce adjusted leverage below 4x and sustain it at that level. S&P estimates that a revenue growth rate in the mid-20% areas and at least a 300-bp improvement in EBITDA margins could provide a credit measures improvement required for an upgrade. S&P would also need to be confident that the prevailing reimbursement environment and competitive landscape are favorable enough to enable the company to sustain strong profitability. MILLENNIUM LABORATORIES: Moody's Assigns 'B1' Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating and a B1-PD Probability of Default Rating to Millennium Laboratories, LLC. This is the first time Moody's has assigned ratings to Millennium. Moody's also assigned a B1 (LGD 4, 50%) rating to the company's proposed senior secured credit facilities. Moody's understands that the proceeds of the proposed offering will be used to refinance existing debt and fund a distribution to shareholders. The rating outlook is stable. The ratings are: Corporate Family Rating at B1 Probability of Default Rating at B1-PD $50 million senior secured revolving credit facility expiring in 2019 at B1 (LGD 4, 50%) $1,765 million senior secured term loan due in 2021 at B1 (LGD 4, 50%) Ratings Rationale Millennium's B1 Corporate Family Rating reflects the high leverage the company will initially have following the close of the dividend/recapitalization transaction. The rating also reflects Moody's expectation of continued rapid growth -- which will be largely organic -- and very strong margins. Moody's anticipates that the company's increased scale and solid free cash flow will allow Millennium to quickly reduce leverage through a combination of EBITDA growth and debt repayment. However, even with its rapid growth, Millennium remains relatively small when compared to many other corporate issuers. Additionally, the majority of Millennium's revenue will continue to come from its core toxicology testing service line as the revenue contribution from new services will remain relatively modest in the near term. The stable rating outlook reflects Moody's expectation that the company will reduce leverage as it grows its core business and pursues synergistic and cross selling opportunities with newer service lines, including pharmacogenetic testing and services provided by the newly acquired RxAnte. While Moody's anticipates that reimbursement pressure will continue, Millennium's healthy margins and free cash flow should allow for continued investment in growth opportunities as well as debt repayment. Moody's outlook also incorporates the expectation that the company will refrain from additional debt financed distributions to shareholders. Given Moody's expectation that leverage will decline following the debt financed distribution, a downgrade of the rating is not expected in the near term. However, if the company were to experience operating difficulty in its core business or undertake a significant debt financed acquisition or shareholder initiative, the rating could be downgraded. More specifically, the rating could be downgraded if debt to EBITDA is expected to be sustained above 5.0 times. If the company continues to gain scale and diversify its service offerings while maintaining its strong margins and without incurring additional debt, Moody's could upgrade the rating. For example, the rating could be upgraded if adjusted debt to EBITDA is expected to approach 4.0 times. 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. Millennium, headquartered in San Diego, CA, provides health care professionals with medication monitoring and drug detection services, pharmacogenetic testing, and clinical tools, scientific data and education used to personalize treatment plans to improve clinical outcomes and patient safety. MINERALS TECHNOLOGIES: Moody's Assigns 'Ba3' Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service assigned to Minerals Technologies, Inc. a Ba3 Corporate Family Rating ("CFR"), Ba3 senior secured debt ratings, and an SGL-2 Speculative Grade Liquidity Rating. The ratings have been assigned in connection with proposed acquisition financing. The rating outlook is stable. "The first time ratings acknowledge the potential synergies from the transaction, but MTI will need to start achieving these synergies in order to meet expectations for the assigned ratings," said Ben Nelson, Moody's Assistant Vice President and lead analyst for Minerals Technologies, Inc. Issuer: Minerals Technologies, Inc. Corporate Family Rating, Assigned Ba3 Probability of Default Rating, Assigned Ba3-PD $200 million Senior Secured Revolving Credit Facility, Assigned Ba3 (LGD3 48%) $1.56 billion Senior Secured Term Loan B, Assigned Ba3 (LGD3 48%) Speculative Grade Liquidity Rating, Assigned SGL-2 Outlook, Stable The ratings are subject to Moody's review of final terms and conditions of the proposed transaction. The transaction is expected to close in the second quarter of 2014. Ratings Rationale MTI's Ba3 CFR reflects the size of the AMCOL acquisition relative to the company's existing business, integration risk associated from such a large transaction with no direct business overlap, reliance on a few products for a majority of cash flow, and exposure to cyclical end markets. Financial leverage is high for the rating category, but interest coverage and cash flow metrics are solid. In addition, management has been very clear concerning its intention to de-lever subsequent to this acquisition. Moderate size and scale, good customer and geographic diversification, and good liquidity also support the rating. MTI has agreed to acquire AMCOL for $1.8 billion, or about an 11 times multiple based on management-adjusted EBITDA. The proposed financing includes $1.56 billion in funded debt and about $400 million of balance sheet cash to fund the purchase of AMCOL, refinance existing debt, and pay related fees and expenses. This results in a pro forma adjusted leverage position near 5 times Debt/EBITDA excluding anticipated synergies, and in the mid 4 times including anticipated synergies (calculated using Moody's standard analytical adjustments) which Moody's consider high for the Ba3 CFR. Moody's believes that anticipated cost synergies represent the most significant near-term benefit of the proposed transaction with potential longer-term benefits, such as the development of new products, being less certain and more difficult to factor into the ratings. Management expects to achieve at least $50 million in synergies within the next three years, well over 15% of both companies' combined EBITDA in 2013. The rating assumes that management will be able to achieve a significant portion of these synergies and generate solid cash flow in the interim. Moody's expect retained cash flow will run in the mid teens (RCF/Debt) through 2015 and thereafter strengthen to the 20% range following the completion of most transaction- and integration-related spending. The expected interest coverage and cash flow metrics are strong for the rating category, aided by the use of low-cost bank debt to fund the proposed transaction. The combined business will have positions in precipitated calcium carbonate used primarily as a filler to reduce costs in the papermaking process; bentonite used primarily in construction, energy, and metal casting applications; and other businesses such as refractory products for the steel industry. End market diversity is improved relative to MTI on a standalone basis, but the company remains susceptible to broad-based downturns. Revenues fell by more than 20% and with the fixed costs associated with mining and chemical manufacturing, operating profits fell even more significantly in 2009. The rating assumes that the company will start to achieve cost synergies and start to repay debt in advance of such a downturn, supporting our longer-term view that the business is sufficiently resilient to avoid leverage moving above 6 times or retained cash flow falling below 10% in end market specific or broad-based downturn scenarios. The stable outlook assumes that the company will maintain good liquidity, make progress toward achieving acquisition-related synergies, and reduce leverage toward 4 times by the end of 2015. Moody's could downgrade the rating if Moody's expect retained cash flow to fall below 15% or financial leverage to remain well above 4 times beyond 2015. Failure to achieve planned synergies on a timely basis or deterioration in liquidity could also have negative rating implications. Moody's could upgrade the rating with significant absolute debt reduction, expectations for leverage sustained below 4 times on a through-the-cycle basis, and retained cash flow sustained above 20%. The principal methodology used in this rating was the Global Chemical Industry Rating Methodology published in December 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Minerals Technologies, Inc. is a publicly-traded industrial minerals company. MTI produces mineral products such as precipitated calcium carbonate ("PCC"), lime, limestone, and talc used primarily in the paper industry. The company also produces refractory products used primarily for relining basic oxygen furnaces in integrated steel mills. MTI generated about $1.0 billion in revenues in 2013. AMCOL International Corporation is a publicly-traded industrial minerals company. AMCOL produces bentonite used in the foundry, pet litter, consumer, construction, drilling fluids, and water treatment markets. Most end markets use the bentonite products as a liner or sealant. AMCOL generated about $1.0 billion in revenues in 2013. MINERALS TECHNOLOGIES: S&P Assigns Preliminary 'BB-' CCR -------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'BB-' corporate credit rating to Mineral Technologies Inc. (MTI). The outlook is stable. At the same time, based on preliminary terms and conditions, S&P assigned a preliminary senior secured debt rating of 'BB' (one notch above the corporate credit rating) and a preliminary recovery rating of '2' to MTI's proposed five-year $200 million revolving credit facility and seven-year $1.56 billion term loan. S&P expects to assign final ratings after the transaction closes. "The ratings on MTI reflect our assessment of its 'fair' business risk profile and 'aggressive' financial risk profile," said Standard & Poor's credit analyst Cynthia Werneth. MTI is acquiring AMCOL for about $1.8 billion, including assumed debt, but before transaction fees and expenses, subject to a successful tender offer for its shares and other customary closing conditions. The purchase price represents approximately 11x EBITDA before synergies that management expects to total at least $50 million. The company will finance the transaction with approximately 80% debt and 20% cash on hand. MTI will also use financing proceeds to refinance nearly all of its outstanding debt. The parties expect the transaction to close in April 2014. MTI develops, produces and markets worldwide a range of specialty mineral, mineral-based, and synthetic mineral products and supporting systems and services. MTI is the world's largest producer of precipitated calcium carbonate (PCC), a mineral used primarily as a filler (displacing more expensive pulp) in printing and writing papers. The company manufactures several customized PCC product forms using proprietary processes. Nearly half of its sales of PCC to papermakers is currently from "satellite" plants located near paper mills, providing onsite technical support and reducing transport costs. MTI also produces and sells PCC products on a merchant basis for non-paper applications, as well as ground calcium carbonate and talc to diverse end markets. Owned and leased limestone mines provide a portion of the company's raw material requirements. MTI also produces refractory products used primarily in high-temperature applications in the steel, nonferrous metal, and glass industries. MTI makes products and systems for application on furnace walls to prolong the life of furnace linings, as well as other related products such as pre- cast shapes for iron and steel ladles. MTI also sells services and application and measurement equipment, and calcium metal and metallurgical wire products. AMCOL is the world's largest producer of bentonite, which it mines from owned and leased reserves and supplements with purchases from third parties. AMCOL also mines chromite (used in steel alloy casting and other metal-producing applications) and leonardite (used in metal casting, as a drilling fluid additive, and in agricultural applications). AMCOL uses bentonite and other minerals to manufacture performance materials (used in foundry, consumer, construction, water treatment, and pet litter applications) and, to a lesser extent, construction products (geosynthetic and clay liners used in landfills and construction, waterproofing products, and drilling fluids). In addition, AMCOL has a fast-growing energy services business that provides services to improve the production, cost, compliance, and environmental impact of activities performed in the oil and gas industry. The stable outlook reflects S&P's expectation that credit measures will remain appropriate for the "aggressive" financial risk profile during the next year, including FFO to debt of 15% to 20%. Despite the challenges associated with such a large acquisition, MTI management's track record of operating improvements during the past several years underscores S&P's view that it will be able to integrate AMCOL and obtain projected synergies. This should result in substantial discretionary cash flow. Based on MTI's history of modest debt leverage, and management's commitment to lower debt following the transaction, S&P expects cash flow leverage metrics to strengthen meaningfully during the next few years, notwithstanding our expectation of potential small, bolt-on acquisitions. As a result, S&P could raise the ratings by one notch if integration of the acquired operations goes smoothly and MTI reduces debt to the extent that FFO to debt appears likely to increase to and remain above 20% on a sustainable basis. S&P could lower the ratings if, contrary to its expectations, MTI does not reduce debt and operating performance weakens. This could occur if, for example, 2015 revenues remain flat with projected 2014 pro forma levels for the combined company, and EBITDA margins declined by more than 3 percentage points. In that case, S&P believes FFO to debt would be in the low-teens percentage area and debt to EBITDA would exceed 5x. MMODAL INC: Taps Klestadt & Winters as Conflicts Counsel -------------------------------------------------------- MModal Inc. and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Klestadt & Winters, LLP, as conflicts counsel, to represent the Debtors for certain discrete matters where Dechert LLP may not be able to act as a result of an actual or potential conflict of interest or where the Debtors, Dechert, or other counsel to the Debtors. The current hourly rates charged by K&W are $425 to $650 for partners, $195 to $375 for associates and $150 for paralegal services. The firm will also be reimbursed for any necessary out- of-pocket expenses. Tracy L. Klestadt, Esq. -- tklestadt@klestadt.com -- a managing partner at Klestadt & Winters, 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. Klestadt discloses that K&W received a retainer deposit from the Debtors on March 18, 2014, in the amount of $100,000, on account of services to be rendered and expenses incurred in connection with the contemplated Chapter 11 filing. The remaining retainer balance after payment for prepetition services is $97,530. A hearing to consider approval of the 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. MMODAL INC: Seeks to Hire Lazard as Investment Banker ----------------------------------------------------- MModal Inc., et al., seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Lazard Freres & Co. LLC to serve as investment banker to, among other things, review and analyze the Debtors' businesses, operations and financial projections and evaluate the Debtors' potential debt capacity in light of their projected cash flows. Lazard will be paid a monthly fee of $150,000 until the earlier of (i) the completion of a transaction for which a restructuring fee is paid, or (ii) the termination of Lazard's engagement. Lazard will also be paid a fee equal to $3,500,000 payable upon the earlier of consummation of a Restructuring or Sale Transaction, except that if a Sale Transaction occurs prior to consummation of a Restructuring and the Sale Transaction does not involve all or substantially all of the Debtors, the fee will be payable upon the earliest of (i) consummation of a subsequent Sale Transaction, which together with the prior transaction, involves all or substantially all of the Debtors, (ii) consummation of a Restructuring or (iii) the effective date of a plan of reorganization. One-half of Monthly Fees in excess of $750,000 that have actually been paid to Lazard will be credited against any Transaction Fee; provided that the credit will only apply to the extent that such fees are approved in entirety by the Court. In addition to the fees payable to Lazard, the Debtors will reimburse Lazard for all reasonable expenses incurred, including travel and lodging, data processing and communications charges, courier services, and reasonable fees and expenses of outside counsel. Prior to the Petition Date, Lazard was paid $690,000 of Monthly Fees for prepetition services, and received $26,111 for the reimbursement of expenses. Brandon Aebersold, a managing director of Lazard Freres & Co. LLC, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Aerbersold, however, discloses that, in addition to our current engagement by the Debtors, Lazard has provided services to certain of the Debtors and to certain entities affiliated with the Debtors in the past. Lazard advised CBay Systems Holding Limited in 2010 in connection with the relisting of its shares. In addition, also in 2010, Lazard advised MedQuist Holdings, Inc., in connection with its existing senior secured credit facility and senior subordinated notes and in connection with an acquisition transaction. The Court will convene a hearing on April 30, 2014, at 9:45 a.m. (Eastern Time), to consider approval of the employment application. 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. MMODAL INC: Seeks to Employ Prime Clerk as Administrative Advisor ----------------------------------------------------------------- MModal Inc., et al., seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Prime Clerk LLC as administrative advisor to, among other things, assist with solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with those services, process requests for documents from parties-in-interest, including, if applicable, brokerage firms, bank back-officers and institutional holders. The firm will be paid $200 per hour for solicitation analysts and $225 per hour the direction of solicitation. The firm will also be reimbursed for any necessary out-of-pocket expenses. Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $25,000. Michael J. Frishberg, the co-president and chief operating officer of Prime Clerk LLC, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. A hearing to consider approval of the Debtors' request to employ Prime Clerk as administrative advisor is scheduled for April 30, 2014, at 9:45 a.m. (Eastern Time). Objections are due April 7. The Debtors have previously sought and obtained Court authority to appoint Prime Clerk as claims and noticing agent. 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. MONTREAL MAINE: Suits Moving from Illinois to Maine --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that 19 lawsuits in Illinois against Montreal Maine & Atlantic Railway Ltd., whose runaway train killed 47 in Lac- Megantic, Quebec, will be transferred to U.S. District Court in Maine, where the railroad's bankruptcy is pending. According to the report, U.S. District Judge Nancy Torresen from Bangor, Maine, wrote a 27-page opinion on March 21 where she concluded that the 19 Illinois federal-court suits are all related to the bankruptcy and must be transferred to Maine, even though MM&A itself is no longer a defendant in the suits. Judge Torreson said at least one non-bankrupt defendant in all of the 19 suits is covered by the $25 million insurance policy MM&A purchased before the disaster, the report related. The possible diminution of the railroad's insurance made it related to the bankruptcy, thus giving her the power to transfer the cases to the same district where the bankruptcy is pending. The decision to move the cases to Maine was made in In re Montreal Maine & Atlantic Railway Ltd., 13-mc-00184, U.S. District Court, District of Maine (Bangor). About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and D. Sam Anderson, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75 percent of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. The other 25 percent would be earmarked for claimants seeking compensation for property that was damaged when much of the town burned. Former U.S. Senator George Mitchell, a Democrat who represented Maine in the U.S. Senate from 1980 to 1995 and who is now chairman emeritus of law firm DLA Piper LLP, would administer the plan and lead the effort to wrap up MM&A's Chapter 11 bankruptcy. MOUNTAIN PROVINCE: Hikes Public Offering to C$17.8 Million ---------------------------------------------------------- Mountain Province Diamonds Inc. said that due to strong demand, the Company has increased the size of its previously announced public offering to 3,500,000 common shares, at a price of C$5.10 per Common Share for gross proceeds of C$17,850,000. The Offering is being led by BMO Capital Markets. Concurrent with the bought deal private placement, the Company intends undertaking a non-brokered private placement of Common Shares of the Company, at a price of not less than C$5.10 per Common Share. The Non-brokered Private Placement may be sold to Bottin (International) Investments Ltd. (controlled by Dermot Desmond) ("Bottin") and other qualified investors. The Company intends to use the net proceeds of the offering for the continued development of the Company's Gahcho Kue project and for general corporate purposes. The Offering and the Non-brokered Private Placement are expected to close on or about March 28, 2014, and is subject to the Company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange and NYSE MKT. About Mountain Province Diamonds Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49 percent interest in the Gahcho Kue Project. Mountain Province disclosed a net loss of C$3.33 million for the year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011, and a net loss of C$14.53 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed C$81.07 million in total assets, C$12.42 million in total liabilities and C$68.64 million in total shareholders' equity. MSI CORPORATION: Hires Logue Law to Prosecute Derailment Claims --------------------------------------------------------------- MSI Corporation seeks authorization from the Hon. Jeffery Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Logue Law Firm LLC as special counsel. On Feb. 13, 2014, a Norfolk Southern train derailed, causing more than 20 rail/tank cars to enter into MSI's property. Some of the rail/tank cars were carrying crude oil and propane. One of the rail cars crashed into MSI's building, damaging the building itself and destroying a significant piece of processing equipment. It has been reported that thousands of gallons of crude oil also leaked from four tank cars onto MSI's property. Matthew T. Logue will be the lawyer primarily assigned to this case but other lawyers from Logue Law may assist as well. Logue Law will investigate and prosecute estate claims arising from or related to the Derailment. Logue Law has agreed to the following proposed fee arrangement as described in the engagement letter: (a) with respect to claims against MSI's insurers for first- party benefits under its insurance policies (the "Insurance Claims"), Logue Law will handle and if necessary litigate the Insurance Claims on a 10% contingency fee basis, calculated by taking 10% of any monies or value that the Firm secures from MSI's insurers. (b) with respect to claims against third-parties (the "Third Party Claims"), the Firm will handle and if necessary litigate the Third Party Claims on a 33-1/3% contingency fee basis, calculated by taking one third of any monies or value secured from third parties. (c) with respect to expenses incurred in connection with investigating, advancing and/or prosecuting claims arising from or related to the Derailment, MSI will advance such expenses. To the greatest extent possible, the Firm will advise MSI of anticipated expenses in excess of $2,500 prior to incurring such expense. MSI may refuse to incur any expense prior to the Firm incurring such expense if MSI believes, in its reasoned business judgment, that such expense is unnecessary or otherwise inappropriate. Expenses may include, but are not limited to, expert fees, recording fees, deposition transcripts, notary service, overnight or special delivery service, postage, photocopying, etc. (d) any expenses advanced by Logue Law in connection with the investigation and prosecution of claims shall be reimbursed to Logue, subject to any required approvals by the Bankruptcy Court. Matthew T. Logue, member of Logue Law, 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. Logue Law can be reached at: Matthew T. Logue, Esq. LOGUE LAW FIRM, LLC 304 Ross Street, 5th Floor Pittsburgh, PA 15219 Tel: (412) 456-1266 Fax: (866) 480-1630 E-mail: matt@loguefirm.com About MSI Corp. MSI Corporation filed a bare-bones Chapter 11 petition (Bankr. W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013. Judge Jeffery A. Deller presides over the case. The Vandergrift, Pennsylvania-based company estimated at least $10 million in assets and less than $10 million in liabilities. Albert's Capital Services LLC is the Debtor's chief restructuring officer. Michael J. Roeschenthaler, Esq., and Scott E. Schuster, Esq., at McGuireWoods LLP, in Pittsburgh, serve as the Debtor's counsel. Geary & Loperfito LLC serves as special counsel. No unsecured creditors was formed because no one responded to the U.S. Trustee's communication for service on the committee. MUNICIPAL MORTGAGE: Chairman & Two Other Directors Retire --------------------------------------------------------- Municipal Mortgage & Equity, LLC, announced the retirement of its Chairman, Mark Joseph and long time Board members Doug McGregor and Fred Pratt. Mr. Joseph said, "[T]his a good time for a changing of the guard. I thank everyone for their support during my long tenure and wish the company well in the future." On behalf of the employees and continuing members of the Board, Michael Falcone, chief executive officer, stated, "MuniMae is extraordinarily grateful to these men for their many years of service to the Company. Literally without them MuniMae would not exist today. Mark was a founder, with his former partner Garrett G. Carlson, of the predecessor company to MuniMae in 1986 and the long tenure of most of senior management is a testament to his guiding vision for the Company and the integrity of his leadership. After 28 years at the helm, we certainly understand his desire to step down. Along with Mark, Fred and Doug provided extraordinary leadership throughout the financial crisis and were instrumental in positioning MuniMae for future growth. We understand completely their decision to not stand for reelection to the Board and appreciate the extraordinary effort that they have made on behalf of our shareholders and the service they have provided to the Company for more than a decade." As part of the transition, the Board elected current director Francis X. Gallagher, Jr., as Chairman effective upon Mr. Joseph's retirement. Current director J.P. Grant, III, will replace Mr. Gallagher as chairman of the Governance Committee. Steven S. Bloom will continue as chairman of the Audit Committee and Frederick W. Puddester will succeed Mr. McGregor as chairman of the Compensation Committee upon Mr. McGregor's retirement at the end of his current term. Also, effective immediately, all continuing independent members of the Board, consisting of Messrs. Bloom, Gallagher, Grant and Puddester, will be members of each of the three committees. Mr. Falcone further stated, "beginning in 2011 we started increasing the size of the Board in anticipation of these departures. The remaining board members represent a diverse cross section of real estate, management and financing experience. Collectively this talented group of individuals will help guide the Company in our evaluation of future opportunities and our ongoing efforts to improve shareholder value." Both Mr. McGregor and Mr. Pratt were scheduled to conclude their current terms as directors at the 2014 annual meeting and recently informed the Company that they would not stand for reelection. Mr. Pratt retired effective March 14, 2014, and Mr. McGregor will retire upon the conclusion of his term at the upcoming annual meeting. Although his current term was to expire at the 2015 annual meeting, Mr. Joseph decided to retire. About Municipal Mortgage Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996 as a Delaware limited liability company and is classified as a partnership for federal income tax purposes. When the Company became a publicly traded company in 1996, it was primarily engaged in originating, investing in and servicing tax- exempt mortgage revenue bonds issued by state and local government authorities to finance affordable multifamily housing developments. Since then, the Company made several acquisitions that significantly expanded its business. However, in 2008, due to the financial crisis, the Company began contracting its business. The Company has sold, liquidated or closed down all of its different businesses except for its bond investing activities and certain assets and residual interests related to the businesses and assets that the Company sold due to its liquidity issues. The Company has a majority position in International Housing Solutions S.a.r.l., a partnership that was formed to promote and invest in affordable housing in overseas markets. In addition, at Dec. 31, 2010, the Company has an unfunded equity commitment of $5.1 million, or 2.67% of total committed capital with respect to its role as the general partner to the South Africa Workforce Housing Fund SA I ("SA Fund"). The SA Fund was formed to invest directly or indirectly in housing development projects and housing sector companies in South Africa. A portion of the funding of SA Fund is participating debt provided by the United States Overseas Private Investment Corporation, a federal government entity, and the remainder is equity primarily invested by institutional and large private investors. The Company expects to continue this business. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, KPMG LLP, in Baltimore, Maryland, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has been negatively impacted by the deterioration of the capital markets and has liquidity issues which have resulted in the Company having to sell assets and work with its creditors to restructure or extend its debt arrangements. The Company's balance sheet at Sept. 30, 2013, showed $1.03 billion in total assets, $500.36 million in totla liabilities and $539.49 million in total equity. MUSCLEPHARM CORP: Amends Report on BioZone Acquisition ------------------------------------------------------ MusclePharm Corporation previously filed with the U.S. Securities and Exchange Commission a current report on Form 8-K to disclose the consummation of the acquisition of substantially all of the assets of BioZone Pharmaceuticals, Inc., and its subsidiaries, BioZone Laboratories, Inc., and Baker Cummins Corporation. All assets acquired from BioZone Pharmaceuticals, Inc., are now held in BioZone Laboratories, Inc., a wholly owned subsidiary of MusclePharm. This transaction is an asset purchase, not a stock purchase. However, not all of the assets were acquired and not all of the liabilities were assumed by the Company from BioZone Pharmaceuticals, Inc., and its subsidiaries. The Company amended the Current Report to include the required historical financial statements of BioZone Pharmaceuticals, Inc., and the required pro forma financial information. A copy of the Unaudited Financial Statements of BioZone Pharmaceuticals, Inc., as of and for the three and nine months ended Sept. 30, 2013, and 2012, are available for free at: http://is.gd/TpikIO A copy of the Audited Financial Statements of BioZone Pharmaceuticals, Inc., as of and for the years ended Dec. 31, 2012, and 2011, are available for free at http://is.gd/6MMByP A copy of the Unaudited Pro Forma Condensed Combined Balance Sheet of the Company as of Sept. 30, 2013, and the Unaudited Pro Forma Condensed Combined Statements of Income of Registrant for the years ended Dec. 31, 2012, and 2011, are available for free at: http://is.gd/3aTeUD About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $13.72 million. MusclePharm incurred a net loss of $18.95 million in 2012, a net loss of $23.28 million in 2011, and a net loss of $19.56 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $41.54 million in total assets, $18.87 million in total liabilities and $22.67 million in total stockholders' equity. NAVISTAR INTERNATIONAL: Inks 3rd Amendment to 2012 NPA ------------------------------------------------------ Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, and The Bank of Nova Scotia, as a managing agent and as a committed purchaser, Liberty Street Funding LLC, as a conduit purchaser, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Corp., as a conduit purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser, entered into Amendment No. 3 to Note Purchase Agreement. The NPA Amendment amends the Note Purchase Agreement, dated as of Aug. 29, 2012, among NFSC, NFC and the Purchaser Parties to, among other things, extend the Scheduled Purchase Expiration Date to March 12, 2015. A copy of the Amendment No. 3 to the Note Purchase Agreement is available for free at http://is.gd/5RusPv About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar International reported a net loss attributable to the Company of $898 million for the year ended Oct. 31, 2013, a net loss attributable to the Company of $3.01 billion for the year ended Oct. 31, 2012. The Company's balance sheet at Oct. 31, 2013, showed $8.31 billion in total assets, $11.91 billion in total liabilities and a $3.60 billion total stockholders' deficit. * * * In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service affirmed the ratings of Navistar International Corporation, including the B3 Corporate Family Rating (CFR). The ratings reflect Moody's expectation that Navistar's successful incorporation of Cummins engines throughout its product line up will enable the company to regain lost market share, and that progress in addressing component failures in 2010 vintage-engines will significantly reduce warranty expenses. As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Illinois-based truckmaker Navistar International Corp. (NAV) to 'CCC+' from 'B-'. "The rating downgrades reflect our increased skepticism regarding NAV's prospects for achieving the market shares it needs for a successful business turnaround," said credit analyst Sol Samson. As reported by the TCR on Jan. 24, 2013, Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for Navistar International Corporation and Navistar Financial Corporation at 'CCC' and removed the Negative Outlook on the ratings. The removal reflects Fitch's view that immediate concerns about liquidity have lessened, although liquidity remains an important rating consideration as NAV implements its selective catalytic reduction (SCR) engine strategy. Other rating concerns are already incorporated in the 'CCC' rating. NEW LEAF: H J & Associates Replaces EisnerAmper as Accountants -------------------------------------------------------------- New Leaf Brands, Inc., terminated its relationship with EisnerAmper LLP, as the Company's independent registered public accounting firm on Feb. 18, 2014. The decision to change accountants was approved by the Company's Board of Directors. The termination was not a result of any disagreement with the accounting firm. EisnerAmper LLP's reports on the Company's financial statements for the years ended Dec. 31, 2011, and 2010 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that EisnerAmper LLP's reports included an explanatory paragraph as to the Company'se ability to continue as a going concern for all periods presented. EisnerAmper LLP advised the Company's Audit Committee that during its performance of audit procedures for 2011 and 2010, EisnerAmper LLP had identified material weaknesses as defined in Public Company Accounting Oversight Board Standards No. 5 in the Company's internal control over financial reporting. On Jan. 17, 2014, the Company engaged H J & Associates, LLC, as the Company's independent registered public accounting firm. During the Company's two most recent fiscal years and the subsequent interim period prior to retaining H J & Associates, LLC, (1) neither the Company nor anyone on its behalf consulted H J & Associates, LLC. In a letter dated March 17, 2014, EisnerAmper stated the following: "We have read Item 4.01 of Form 8-K/A dated March 17, 2014 of New Leaf Brands, Inc. and agree with the statements concerning our firm contained therein. We have no basis to agree or disagree with other statements of the registrant contained therein." About New Leaf Old Tappan, N.J.-based New Leaf Brands, Inc., is a diversified beverage holding company acquiring brands, distributors and manufacturers within the beverage industry. EisnerAmper LLP, in New York City, expressed substantial doubt about New Leaf's ability to continue as a going concern following the 2011 financial results. The independent auditors noted that the Company has suffered recurring losses from operations, has a working capital deficiency, was not in compliance with certain financial covenants related to debt agreements, and has a significant amount of debt maturing in 2012. The Company reported a net loss of $6.68 million on $2.27 million of net sales for 2011, compared with a net loss of $9.13 million on $4.26 million of net sales for 2010. As of Sept. 30, 2012, the Company had $761,958 in total assets, $4.06 million in total liabilities and a $3.30 million in total stockholders' deficit. NEOMEDIA TECHNOLOGIES: Widens Net Loss to $214 Million in 2013 -------------------------------------------------------------- NeoMedia Technologies, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $214.11 million on $5.02 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $19.38 million on $2.34 million of revenues during the prior year. As of Dec. 31, 2013, the Company had $5.30 million in total assets, $284.57 million in total liabilities, all current, $4.81 million in series C convertible preferred stock, $348,000 in series D convertible preferred stock and a $284.43 million total shareholders' deficit. Kingery & Crouse, P.A., in Tampa, FL, issued a "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, has significant working capital and shareholder deficits and may have ongoing requirements for additional capital investment. These factors raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/qimVPe About NeoMedia Technologies Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode scanning solutions. The Company's technology allows mobile devices with cameras to read 1D and 2D barcodes and provide "one click" access to mobile content. NEWLEAD HOLDINGS: Issues Add'l 2.1-Mil. Settlement Shares to MGP ---------------------------------------------------------------- NewLead Holdings Ltd., on March 7, 2014, issued and delivered to MGP Partners Limited 400,000 additional settlement shares pursuant to the terms of the Settlement Agreement approved by the Supreme Court of the State of New York, County of New York, on Dec. 2, 2013. In addition, on March 12, 2014, MGP requested 420,000 additional settlement shares, and on March 14, 2014, MGP requested each of 590,000 additional settlement shares and 700,000 additional settlement shares, pursuant to the terms of the Settlement Agreement approved by the Order. Following the issuances of the above amounts, the Company will have approximately 7,567,591 million shares outstanding. The Order approved, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement among NewLead Holdings Ltd., Hanover Holdings I, LLC, and MG Partners Limited, in the matter entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case No. 160776/2013. Hanover commenced the Action against the Company on Nov. 19, 2013, to recover an aggregate of $44,822,523 of past-due indebtedness of the Company, which Hanover had purchased from certain creditors of the Company pursuant to the terms of separate purchase agreements between Hanover and each of those creditors, plus fees and costs. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company, Hanover and MGP upon execution of the Order by the Court on Dec. 2, 2013. Pursuant to the terms of the Settlement Agreement approved by the Order, on Dec. 2, 2013, the Company issued and delivered to MGP, as Hanover's designee, 175,000 shares of the Company's common stock, $0.10 par value. Between Jan. 3, 2014, and Feb. 28, 2014, the Company issued and delivered to MGP an aggregate of 1,200,000 (split adjusted) additional settlement shares pursuant to the terms of the Settlement Agreement approved by the Order. A copy of the Form 6-K is available for free at: http://is.gd/ZxNBv0 About NewLead Holdings Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead Holdings incurred a net loss of $403.92 million on $8.92 million of operating revenues for the year ended Dec. 31, 2012, as compared with a net loss of $290.39 million on $12.22 million of operating revenues for the year ended Dec. 31, 2011. The Company incurred a net loss of $86.34 million on $17.43 million of operating revenues in 2010. As of June 30, 2013, the Company had $84.27 million in total assets, $166.18 million in total liabilities and a $81.91 million total shareholders' deficit. Going Concern Doubt PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities, all of which raise substantial doubt about its ability to continue as a going concern. NIELSEN HOLDINGS: S&P Revises Outlook to Pos. & Affirms 'BB' CCR ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on New York City-based global information and measurement company Nielsen Holdings N.V. (Nielsen) to positive from stable. At the same time, S&P affirmed all ratings on Nielsen, including the 'BB' corporate credit rating. At the same time, S&P assigned its 'BBB-' issue-level rating and '1' recovery rating to Nielsen Finance LLC's proposed senior secured credit facilities. The facility will consist of a $575 million revolving credit facility due 2019, a $1.3 billion term loan A due 2019, a $500 million term loan B-1 facility due 2017, a $1.1 billon term loan B-2 dollar facility due 2021, and a term loan B-2 euro facility. The '1' recovery rating indicates S&P's expectations for very high (90%-100%) recovery in the event of a payment default. Nielsen Finance LLC is a wholly owned subsidiary of Nielsen Holdings N.V. In addition, S&P is assigning its 'BB' issue-level rating and '3' recovery rating to Nielsen Finance LLC's proposed senior unsecured notes due 2022. The '3' recovery rating indicates S&P's expectations for meaningful (50%-70%) recovery for lenders in the event of a payment default. The company will use proceeds from these proposed transactions to repay the company's existing senior secured credit facility. The outlook revision reflects S&P's expectation that adjusted leverage could decline to below 4x by the end of 2014. Adjusted leverage, which includes adjustments for pensions, OPEBs, operating leases, and surplus cash and includes ownership of Arbitron for only one quarter, was 4.4x as of Dec. 31, 2013 (4.1x including a full year of the Arbitron acquisition, which closed on Sept. 30, 2013). Leverage will not increase as a result of these proposed transactions. In addition, through this refinancing, the company is addressing the sizable 2016 debt maturity (about $3 billion) that had historically limited our liquidity assessment to "adequate." These maturities are now spread out over multiple years, from 2017 through 2021. As a result, S&P is revising its liquidity assessment to "strong." As the leading global provider of media measurement and retail sales and market share data, Nielsen benefits from strong market positions in its two principal businesses. Nielsen's television audience measurement service is the industry standard in the U.S. and is unlikely to be displaced over our ratings horizon. S&P expects Nielsen's operating performance will remain stable, given that a high proportion of sales is under multiyear contracts and it has strong renewal rates (over 70% of "Watch" and "Buy" business segment revenues are recurring). S&P assess Nielsen's management, which includes a new CEO and CFO as of February 2014, as "fair" under S&P's criteria. While the new CEO, Mitch Barnes, has been at Nielsen in a number of roles, he is untested in this new position. S&P's "satisfactory" business risk profile reflects its view that Nielsen's strong market position could come under pressure longer term. Its superior position in the traditional TV audience measurement could become less important as audience fragmentation accelerates and smaller players develop more innovative audience measurement services. To remain competitive, Nielsen must continue to make sizable capital investments in new innovative products that measure online with mobile usage and engagement, and gain acceptance of them with ad agencies and clients. Increased competition, together with business reinvestment, could temper cash flow growth. S&P views Nielsen's financial risk profile as "significant" (as per S&P's criteria) because of its expectations that adjusted leverage will decline to below 4x by the end of 2014. Adjusted leverage was 4.4x as of Dec. 31, 2013 (includes ownership of Arbitron for only one quarter). S&P's adjusted leverage calculation includes adjustments for operating leases, pensions, accrued interest, and net of surplus cash. S&P also includes restructuring and acquisition costs in its EBITDA calculation. PETTERS GROUP: Court Allows Use of $1.3 Million Cash Collateral --------------------------------------------------------------- The Bankruptcy Court allows Douglas A. Kelley, as Chapter 11 trustee for Petters Company, Inc., et al., to use at most $1.3 million of cash collateral to pay for approved professional fees, expenses, ongoing litigation costs, and other administrative expenses. The decision is a result of a joint request by Mr. Kelley and the Official Committee of Unsecured Creditors, and is supported by Randall L. Seaver, trustee for Petters Capital, LLC. Excluded in the Court-approved use of cash collateral is the $78.5 million dividend received by Petters Group Worldwide, LLC, as shareholders of Bluestem Brands, Inc. The Bluestem dividend is potentially encumbered by blanket security interests asserted by PCI, Petters Capital as well as a limited security interest asserted by Opportunity Finance, LLC. The Court also allows replacement liens for PCI and Petters Capital in all postpetition assets of PGW. Since 2010, the Court has approved three prior unopposed requests of the trustee and creditors to use cash collateral. James A. Lodoen, Esq. -- Jlodoen@lindquist.com -- at Lindquist & Vennum LLP, in Minneapolis, Minnesota, relates that PGW has over $2.8 million of recoveries since filing for bankruptcy, of which $1.5 million has been used. About Petters Company, Inc. Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Douglas Kelley, the Chapter 11 Trustee of Petters Company, Inc., et al., is represented by James A. Lodoen, Esq., at Lindquist & Vennum LLP, in Minneapolis, Minn. The trustee tapped Haynes and Boone, LLP as special counsel, and Martin J. McKinley as his financial advisor. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. PLY GEM HOLDINGS: Incurs $79.5 Million Net Loss in 2013 ------------------------------------------------------- Ply Gem Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $79.52 million on $1.36 billion of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $39.05 million on $1.12 billion of net sales in 2012. The Company had a net loss of $84.50 million in 2011. The Company reported a net loss of $17.43 million on $332.91 million of net sales for the three months ended Dec. 31, 2013, as compared with a net loss of $15 million on $268.64 million of net sales for the same period during the prior year. As of Dec. 31, 2013, the Company's balance sheet showed $1.04 billion in total assets, $1.09 billion in total liabilities and a $51.99 million total stockholders' deficit. "Despite an uneven recovery in the U.S. housing market, our 2013 sales reflect the positive impact of our acquisitions of Gienow and Mitten, which were completed during our second quarter, as well as, a significant increase in demand for our U.S. new construction window products during the first half of the year. However, the market experienced a pull-back that began during the third quarter and intensified during the fourth quarter due to severe weather, compounded by the continued lag in demand for our higher profit margin big ticket repair and remodeling products." said Gary E. Robinette, Ply Gem's president and CEO. A copy of the Form 10-K is available for free at: http://is.gd/oIVkq8 About Ply Gem Based in Cary, North Carolina, Ply Gem Holdings Inc. is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. * * * In May 2010, Standard & Poor's Ratings Services raised its (unsolicited) corporate credit rating on Ply Gem to 'B-' from 'CCC+'. "The ratings upgrade reflects our expectation that the company's credit measures are likely to improve modestly over the next several quarters to levels that we would consider more in line with the 'B-' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree. PLYMOUTH OIL: Plymouth Energy Seeks Chapter 7 Conversion -------------------------------------------------------- Plymouth Energy L.L.C., an unsecured creditor of debtor Plymouth Oil Company, LLC, filed on March 7, 2014, a motion seeking conversion of the Debtor's Chapter 11 case to liquidation under Chapter 7 of the Bankruptcy Code. Energy asserts that the Debtor has been out of business for seven months, the Debtor's plan was not confirmed and its's only possible remaining business has "no reasonable probability of success" as stated by the Court. The Debtor will also have its plant foreclosed on April 14, 2014. Further, Energey states that the Debtor is administratively insolvent. Energy also asserts that the Debtor has been late in filing monthly reports on a regular basis and it has not paid its most recent quarterly fee to the U.S. Trustee. According to Energy, the Debtor may argue that the case should not be dismissed because the Debtor is involved in an impending lawsuit against Energy, in which the Debtor claims it is owed by Energy $1.9 million to $3.9 million. Energy states that it strongly disputes lawsuit and litigation is ongoing. Further, Energy states that there is a long line of cases standing for the proposition that the mere hope of prevailing on potential litigation claims is not sufficient basis to defeat a showing of cause to convert. Objections to the request were due April 1, 2014. About Plymouth Oil Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition (Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23, 2012. In its amended schedules, the Debtor disclosed $21,623,349 in total assets and $12,891,586 in total liabilities. Plymouth Oil -- http://www.plymouthoil.com-- owned a $30 million extraction plant located at 22058 K-42 Merrill, Iowa, directly across from the new Plymouth Energy Ethanol Plant. Founded by local investors, Plymouth Oil Company, started operations in February 2010 purchasing raw corn germ and refining this material into de-oiled germ meal and kosher food-grade cooking oil. The plant was capable of pumping out 90 tons of corn oil each day and about 300 tons of DCGM (defatted corn germ meal) daily, which is used for hog, poultry and dairy feed. The plant was later shut down. Bankruptcy Judge Thad J. Collins presides over the case. Bradley R. Kruse, Esq., and Adam J. Freed, Esq., at Brown, Winick, Graves, Gross, Baskerville and Schoenebaum, P.L.C., represent the Debtor as counsel. The petition was signed by David P. Hoffman, president. Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven Vande Brake, and Iowa Corn Opportunities, LLC, are represented by lawyers at Baird Holm LLP in Omaha, Nebraska. On Oct. 28, 2013, the Bankruptcy Court denied confirmation of the Debtor's Chapter 11 plan and allowed secured lenders owed $8.3 million on a bridge loan to foreclose. A copy of the Plan is available at http://bankrupt.com/misc/plymouthoil.doc120.pdf PORTER BANCORP: Reports $3.4 Million 2013 Net Loss -------------------------------------------------- Porter Bancorp, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common shareholders of $3.39 million on $43.22 million of interest income for the year ended Dec. 31, 2013, as compared with a net loss attributable to common shareholders of $33.43 million on $57.72 million of interest income for the year ended Dec. 31, 2012. The Company incurred a net loss attributable to common shareholders of $105.15 million in 2011. As of Dec. 31, 2013, the Company had $1.07 billion in total assets, $1.04 billion in total liabilities and $35.93 million in total stockholders' equity. Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred substantial losses in 2013, 2012 and 2011, largely as a result of asset impairments. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios. Additional losses or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/s4BTdt About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. QUANTUM FUEL: Reports $23 Million 2013 Net Loss ----------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to stockholders of $23.04 million on $31.90 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss attributable to stockholders of $30.91 million on $22.71 million of revenues during the prior year. The Company incurred a net loss attributable to common stockholders of $38.49 million in 2011. As of Dec. 31, 2013, the Company had $66 million in total assets, $49.02 million in total liabilities and $16.97 million in total stockholders' equity. A copy of the Form 10-K is available for free at: http://is.gd/f9PeIj Amends 742,746 Resale Prospectus The Company amended its registration statement on Form S-3 relating to the resale by Iroquois Master Fund, Ltd., Richard Niemiec, Paul Datillio, et al., of up to 742,746 shares of the Company's common stock issuable upon the exercise of warrants, of which (i) 607,748 were issued in a private placement transaction that the Company completed in three tranches on June 22, 2012, June 28, 2012, and July 25, 2012, and (ii) 134,998 were issued in a private placement transaction the Company completed on Nov. 2, 2011. The Company is not selling any shares of common stock in this offering and, therefore, will not receive any proceeds from this offering. The Company amended the registration statement to delay its effective date. The Company will bear all of the expenses and fees incurred in registering the shares offered by this prospectus. The Company's common stock is quoted on The Nasdaq Capital Market under the symbol "QTWW." The last reported sale price of the Company's common stock on March 12, 2014, was $9.81 per share. A copy of the Form S-3/A is available for free at: http://is.gd/OXzgzl Quantum Fuel registered with the SEC 125,000 shares of common stock issuable under the Company's 2011 Stock Incentive Plan for a proposed maximum aggregate offering price of $1.18 million. A copy of the Form S-8 prospectus is available for free at: http://is.gd/yaZbnp 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. QUARTZ HILL: Colorado Creditors Want Case Dismissed --------------------------------------------------- The estate of William B. Kemper and Marjorie Robbins asks the Court to dismiss the Chapter 11 cases of Quartz Hill Mining, LLC and Superior Gold, LLC, filed in Florida, asserting that the matter is in essence a single asset real estate case in Colorado. E. Alan Hampson, Esq., in Lakewood, Colorado, explains that Quartz Hill and Superior Gold's only asset is a property in Colorado that is subject to a long-standing Colorado litigation pending foreclosure. According to Mr. Hampson, the bankruptcy cases were filed to avoid posting a supersedeas bond in Gilpin County Colorado Case No. 92CV55, after the Debtors suffered an adverse judgment on February 12, 2014. The petitions were filed to prevent a sheriffs' sale of the property, he adds. Mr. Hampson points out that the petitions contain numerous misstatements including having a principal business address in Florida. This business presence assertion is the result of powers of attorney given to Florida-based counsel, John Moffa, signed on March 5, 2014, for the sole purpose of filing the bankruptcy petition in Florida. Quartz Hill and Superior Gold, Mr. Hampson declares, have filed the Chapter 11 cases for no valid bankruptcy purpose. They are not attempting to preserve the value of a going concern, reorganize a business or to maximize the value of their estate, but are merely attempting to obtain a tactical litigation advantage over creditors in the pending Colorado litigation, he notes. Quartz Hill Mining, LLC sought protection under Chapter 11 of the Bankruptcy Code (Case No. 14-15419, Bankr. S.D.Fla.) 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. QUICKSILVER RESOURCES: Incurs $32 Million Net Loss in Q4 -------------------------------------------------------- Quicksilver Resources Inc. reported a net loss of $31.77 million on $114.24 million of total revenue for the three months ended Dec. 31, 2013, as compared with a net loss of $548.49 million on $223.96 million of total revenue for the same period in 2012. For the year ended Dec. 31, 2013, the Company reported net income of $161.61 million on $561.56 million of total revenue as compared with a net loss of $2.35 billion on $709.03 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2013, showed $1.36 billion in total assets, $2.37 billion in total liabilities and a $1 billion total stockholders' deficit. "Over the last year, Quicksilver has reduced debt, enhanced liquidity, and advanced projects," said Glenn Darden, Quicksilver's chief executive officer. "We have more work to do, but with the improvements made, and what we believe will be more to come, 2014 is shaping up to be a significant year for this company." Total liquidity at Dec. 31, 2013, is approximately $353 million in the form of $255 million of cash and marketable securities, and $98 million of availability under the Combined Credit Agreements. A copy of the press release is available for free at: http://is.gd/okLrwf About Quicksilver Quicksilver Resources Inc. is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company is widely recognized as a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999 and is listed on the New York Stock Exchange under the ticker symbol KWK. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. * * * As reported by the TCR on June 17, 2013, Moody's Investors Service downgraded Quicksilver Resources Inc.'s Corporate Family Rating to Caa1 from B3. "This rating action is reflective of Quicksilver's revised recapitalization plan," stated Michael Somogyi, Moody's Vice President and Senior Analyst. "Quicksilver's inability to complete its recapitalization plan as proposed elevates near-term refinancing risk given its weak operating profile and raises concerns over the sustainability of the company's capital structure." In the June 27, 2013, edition of the TCR, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from 'B-'. "We lowered our corporate credit rating on Quicksilver Resources because we do not believe the company will be able to remedy its unsustainable leverage," said Standard & Poor's credit analyst Carin Dehne-Kiley. QUICKSILVER RESOURCES: Swings to $161.6-Mil. Net Income in 2013 --------------------------------------------------------------- Quicksilver Resources Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $161.61 million on $561.56 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss of $2.35 billion on $709.03 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2013, shows $1.36 billion in total assets, $2.37 billion in total liabilities and a $1 billion total stockholders' deficit. A copy of the Form 10-K is available for free at: http://is.gd/AmhZRl To Issue 21MM Shares Under Plan Quicksilver Resources registered with the SEC 21,000,000 shares of common stock issuable under the Company's Seventh Amended and Restated 2006 Equity Plan for a proposed maximum aggregate offering price of $56.07 million. A copy of the Form S-8 prospectus is available for free at http://is.gd/qXErjN About Quicksilver Quicksilver Resources Inc. is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company is widely recognized as a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999 and is listed on the New York Stock Exchange under the ticker symbol KWK. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. * * * As reported by the TCR on June 17, 2013, Moody's Investors Service downgraded Quicksilver Resources Inc.'s Corporate Family Rating to Caa1 from B3. "This rating action is reflective of Quicksilver's revised recapitalization plan," stated Michael Somogyi, Moody's Vice President and Senior Analyst. "Quicksilver's inability to complete its recapitalization plan as proposed elevates near-term refinancing risk given its weak operating profile and raises concerns over the sustainability of the company's capital structure." In the June 27, 2013, edition of the TCR, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from 'B-'. "We lowered our corporate credit rating on Quicksilver Resources because we do not believe the company will be able to remedy its unsustainable leverage," said Standard & Poor's credit analyst Carin Dehne-Kiley. RES-CARE INC: Moody's Rates Proposed Debt Facilities 'Ba2' ---------------------------------------------------------- Moody's Investors Service assigned Ba2 ratings to Res-Care, Inc.'s proposed $250 million senior secured revolving credit facility, $200 million senior secured term loan A, and $200 million senior secured delayed-draw term loan A. The credit facilities will be used to refinance the company's existing term loan A and revolving credit facility, as well as fund a $130 million dividend to Res- Care shareholders. The delayed-draw term loan is anticipated to be drawn within 12-months of closing to refinance the existing 10.75% senior unsecured notes. Concurrently, Moody's changed the Probability of Default Rating to B1-PD from Ba3-PD, and affirmed the company's Ba3 Corporate Family Rating, B1 rating on the company's existing $200 million senior unsecured notes, and Speculative Grade Liquidity (SGL) rating of SGL-2. The ratings outlook is stable. The change in Probability of Default Rating to B1-PD from Ba3-PD, in line with our Loss Given Default Methodology ("LGD"), reflects the expectation for a 65% family recovery rate as the company's capital structure is anticipated to become an all first lien bank debt structure following the use of the delayed-draw term loan to refinance the unsecured notes, which are callable on 1/15/2015. The following rating actions were taken (LGD point estimates are subject to change and all ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation): $250 million sr. secured revolving credit facility, due 5 years, assigned Ba2 (LGD2, 27%); $200 million sr. secured term loan A, due 5 years, assigned Ba2 (LGD2, 27%); $200 million sr. secured delayed-draw term loan A, due 5 years, assigned Ba2 (LGD2, 27%); Corporate Family Rating, affirmed at Ba3; Probability of Default Rating, downgraded to B1-PD from Ba3-PD; $200 million 10.75% senior unsecured notes, affirmed at B1 (LGD5, 76%); Speculative-grade liquidity rating, affirmed at SGL-2. The ratings on the company's existing revolving credit facility and term loan A are affirmed at Ba1 (LGD2, 19%) and will be withdrawn at the close of the transaction. Ratings Rationale The Ba3 Corporate Family Rating is supported by Res-Care's leading market position, demonstrated by revenue size, in the highly fragmented markets servicing individuals with special needs. The rating is supported by expected revenue growth from the industry trend of moving the population with intellectual and developmental disabilities (ID/DD) from institutions operated by states into smaller, lower-cost community settings overseen by private providers such as Res-Care. The company's high occupancy level and disciplined acquisition strategy further supports the rating. At the same time, the rating is constrained by states' budgetary pressures which could pressure Medicaid programs and increasing minimum wage requirements, both of which could pressure profitability margins. In addition, the Affordable Care Act's employee healthcare coverage mandates may further increase labor expense. Lastly, while the Selk Lawsuit has been settled, the rating continues to be constrained by the litigious nature of the industry. Res-Care's SGL-2 speculative grade liquidity rating reflects our expectation for good liquidity over the next twelve months. Moody's expects the company to maintain unrestricted cash on hand of around $20-$40 million, with continued generation of positive free cash flow, excluding the previously mentioned debt financed dividend. Res-Care's proposed $250 million revolving credit facility is anticipated to have $92 million of advances at close with approximately $43 million of letters of credit outstanding, leaving availability on the revolver around $115 million. Good headroom on the proposed financial maintenance covenants, maximum net leverage and minimum interest coverage, is expected over the next twelve months. The stable outlook considers the expectation that Res-Care will reduce leverage following the increase in debt to finance a dividend to shareholders. The outlook additionally considers the expectation for Res-Care to maintain a good liquidity profile, disciplined approach towards future acquisitions, and a wide geographic reach that helps mitigate state-specific event-risks such as Medicaid reimbursement rate reductions. The ratings could be upgraded if Res-Care's adjusted debt-to- EBITDA declines and is sustained below 3 times and adjusted retained cash flow-to-net debt increases and is sustained above 20%. The ratio improvements need to be coupled with a somewhat stable reimbursement environment. The ratings could be downgraded if Res-Care does not meet our current expectations and its adjusted debt-to-EBITDA increases towards 5 times and adjusted retained cash flow-to-net debt declines below 15%. Further, if the company begins to experience legal liabilities materially above historical trends such that liquidity and/or the company's ability to execute on its strategy weaken, Moody's could lower the ratings. A more aggressive than expected acquisition strategy or additional debt financed dividends that increase leverage or weaken the company's liquidity could also have negative rating implications. The principal methodology used in this rating was the Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Res-Care, Inc., headquartered in Louisville, Kentucky, is a provider of residential, therapeutic, job training, pharmacy and educational support services to individuals with special needs, including persons with intellectual and developmental disabilities, at-risk youth and those experiencing barriers to employment. The company is owned by Onex Corporation. In 2013, Res-Care generated approximately $1.6 billion of revenue and $50 million of net income. RESPONSE BIOMEDICAL: Incurs $6 Million Net Loss in 2013 ------------------------------------------------------- Response Biomedical Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net loss and comprehensive loss of $5.99 million on $4.94 million of gross profit on product sales for the year ended Dec. 31, 2013, as compared with a net loss and comprehensive loss of $5.28 million on $4.24 million of gross profit on product sales for the year ended Dec. 31, 2012. The Company incurred a net loss and comprehensive loss of $5.37 million in 2011. As of Dec. 31, 2013, the Company had $14.20 million in total assets, $15.68 million in total liabilities and a $1.48 million total shareholders' deficit. For the three months ended Dec. 31, 2013, the Company reported net income and comprehensive income of $3.17 million on $3.13 million of product sales as compared with net income and comprehensive income of $693,000 on $3.05 million of product sales for the same period in 2012. Response's Chief Executive Officer, Jeff Purvin, commented on Response's 2013 performance, saying, "In addition to markedly increasing our gross margin during the year, we increased or maintained our sales levels almost everywhere in the world, except for in China. This is because we are implementing an entirely new business strategy in China, a country which has historically represented more than 60% of our annual sales. After almost two years worth of effort, we gained China regulatory clearances for our products during the fourth quarter of 2013. This allowed us to quickly take action to improve the quality of our distribution channels in China. Soon after obtaining our regulatory clearances, our relationships with our two original distributors in China ended and we promptly replaced them with two new distributors who we believe are substantially better motivated and qualified to grow our sales in China. Sales to our new distributors in China in the fourth quarter replaced the quarter's drop in sales from our two original distributors while sales in the rest of the world were essentially unchanged compared to the same quarter last year." PricewaterhouseCoopers LLP, in Vancouver, British Columbia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring losses from operations and has an accumulated deficit at Dec. 31, 2013, that 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/o0JvWK About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. REVOLUTION DAIRY: Seeks Final Decrees Closing Ch.11 Cases --------------------------------------------------------- Bliss Dairy, as successor in interest to Revolution Dairy and Highline Dairy, chapter 11 debtors, seeks final decrees in their respective cases and for the cases to be closed pursuant to 11 U.S.C. Sec. 350 and Federal Bankruptcy Rule 3022. Bliss Dairy relates that the debtors' joint plan was confirmed on October 31, 2013, and that all payments required by the plan have been paid, except for fees owed to the United States Trustee due to a dispute, which will be resolved prior to a hearing or be presented for the Court to resolve at the hearing. Bliss Dairy also explained that the adversary proceeding brought by WesternAg Credit, PCA against the debtors and others has been resolved and a motion for approval of a settlement of all issues in that lawsuit has been filed. Bliss Dairy discloses that it will have paid over $800,000 to professionals, $2,350,000 to secured creditors, and over $895,000 to unsecured creditors under the plan by the time of the motion is heard on April 15, 2014 at 11:00 a.m. Objections to the motion are due by April 7, 2014. Bliss Dairy is represented by: Michael N. Zundel, Esq. Adam S. Affleck, Esq. T. Edward Cundick, Esq. PRINCE YEATES & GELDZAHLER 15 W. South Temple, Ste 1700 Salt Lake City, UT 84101 Tel: 801-524-1000 E-mail: mnz@princeyeates.com asa@princeyeates.com tec@princeyeates.com About Revolution Dairy Revolution Dairy LLC is one of the largest dairy farms in Utah. Revolution Dairy and affiliate Highline Dairy, LLC, filed bare- bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and 13-20771) in Salt Lake City on Jan. 27, 2013. Each of the Debtors estimated $10 million to $50 million in assets and liabilities. Managers of Revolution and Highline -- Robert and Judith Bliss -- also sought Chapter 11 protection (Case No. 13-20772). Revolution Dairy, LLC, is represented by Michael N. Zundel, Esq., Adam S. Affleck, Esq., and T. Edward Cundick, Esq., at Prince, Yeates & Geldzahler. Highline Dairy, LLC, is represented by George B. Hoffman, Esq., at Parsons Kinghorn & Harris. Robert and Judith Bliss are represented by David T. Berry, Esq., at Berry & Tripp P.C. The Debtors' cases are jointly administered under Case No. 13-20770. The U.S. Trustee appointed five members to the official committee of unsecured creditors. The Committee tapped Snell and Wilmer L.L.P. as its counsel. Berkeley Research Group LLC serves as the panel's financial advisor. Judge R. Kimball Mosier entered on Nov. 1, 2013, an order confirming the Joint Chapter 11 Plan of Revolution Dairy et al. The effective date of the Plan was deemed to be Oct. 31, 2013. The Plan contemplates the formation of Bliss LLC. On or before the Effective Date, Robert E. Bliss, Timothy S. Bliss, Michael Bliss, and Justin Bliss would organize Bliss LLC into which Revolution Dairy, LLC and Highline Dairy, LLC will merge. All Bliss Dairy Assets and all assets of Revolution and Highline will be transferred and assigned free and clear of liens, claims, and interests, to Bliss LLC on the Effective Date. These transfers will be effected by merger of Revolution and Highline into Bliss LLC or by appropriate transfer documents. Bliss LLC will, in turn, assume the obligation to pay all Bliss Dairy Debts and all of Revolution's and Highline's debts according to the terms of the Plan. RYNARD PROPERTIES: Wants to Use Fannie Mae's Cash Collateral ------------------------------------------------------------ Rynard Properties Ridgecrest LP asks for authorization from the U.S. Bankruptcy Court for the Western District of Tennessee to use Fannie Mae's cash collateral until September 2014. The Debtor's income is derived from the operation and management of the 256 unit multifamily apartment complex known as Ridgecrest Apartments. The Debtor is indebted to its primary lender, Fannie Mae, in the approximate amount of $6 million. Fannie Mae holds a security interest in all the Debtor's accounts, accounts receivable, rents and real property. The Debtor believes that the total value of the collateral pledged to Fannie Mae is approximately $ 16 million. The Debtor's continued use of its cash, accounts receivable and rents is necessary to ensure that the Debtor has adequate working capital to fund operations. Adequate working capital is essential to the maintenance and upkeep of the apartment complex and payment of their vendors. The use of cash collateral will ensure that the Debtor is able to pay the ongoing expenses that arise in the ordinary course of its business and to ensure the continuous operation of the business during the pendency of the Chapter 11 case. If the Debtor is unable to meet payroll, pay for current utilities and supplies, and satisfy the numerous day-to-day expenses incurred in its operation of the plants, the Debtor will be forced to shut down. The Debtor submits that the "protections contained in the order and use of cash collateral within the framework of the budget will constitute adequate protection for the interest of Fannie Mae regarding such use of cash collateral as well as adequate protection for the interest of Fannie for the continued use by the Debtor of the other assets in which Fannie Mae has a lien. The budget contains provisions for Fannie Mae mortgage adequate protection payment, insurance and taxes for payment each month under this interim and final request." A copy of the budget is available for free at: http://bankrupt.com/misc/RYNARDPROPERTIEScashcollbudget.pdf Rynard Properties Ridgecrest LP is a Tennessee limited partnership. Its principal place of business is 2881 Rangeline Road, Memphis, TN 38127, and the Debtor operates a 256 unit multifamily apartment complex of Section 8 housing named Ridgecrest Apartments and currently has TESCO operating the complex as leasing agent. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 14-22674) on March 13, 2014. John Bartle signed the petition as secretary/treasurer of Ridgecrest LLC, general partner of the Debtor. In its schedules, the Debtor disclosed $16,231,959 in total assets and $8,734,000 in total liabilities. Toni Campbell Parker serves as the Debtor's counsel. Judge Jennie D. Latta oversees the case. The Debtor says it has no creditors holding unsecured priority claims. According to the docket, the Chapter 11 plan and disclosure statement are due July 11, 2014. RYNARD PROPERTIES: Files Schedules of Assets and Liabilities ------------------------------------------------------------ Rynard Properties Ridgecrest LP filed with the U.S. Bankruptcy Court for the Western District of Tennessee its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $15,000,000 B. Personal Property $1,231,959 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,500,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $234,000 ----------- ----------- TOTAL $16,231,959 $8,734,000 Rynard Properties Ridgecrest LP is a Tennessee limited partnership. Its principal place of business is 2881 Rangeline Road, Memphis, TN 38127, and the Debtor operates a 256 unit multifamily apartment complex of Section 8 housing named Ridgecrest Apartments and currently has TESCO operating the complex as leasing agent. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 14-22674) on March 13, 2014. John Bartle signed the petition as secretary/treasurer of Ridgecrest LLC, general partner of the Debtor. Toni Campbell Parker serves as the Debtor's counsel. Judge Jennie D. Latta oversees the case. The Debtor says it has no creditors holding unsecured priority claims. According to the docket, the Chapter 11 plan and disclosure statement are due July 11, 2014. SAGITTARIUS RESTAURANTS: S&P Affirms 'B' CCR; Outlook Stable ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Lake Forest, Calif.-based Sagittarius Restaurants LLC. The outlook is stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's $250 million first-lien credit facility, consisting of a $40 million revolver and a $210 million term loan. The recovery rating on the credit facility remains unchanged at '3', indicating meaningful (50%-70%) recovery of principal for lenders in the event of payment default. The company plans to use proceeds from the term loan add-on to repay $$52 million of the company's PIK operating company (OpCo) subordinated notes. "The rating affirmation on Sagittarius follows the company's plan to increase its term loan and use the proceeds to repay a portion of the PIK OpCo subordinated notes. In our view, the company's "highly leveraged" financial risk profile assessment remains unchanged, as the proposed transaction is leverage neutral and only modestly improves EBITDA interest coverage to around 2.0x from 1.7x in 2013," said credit analyst Samantha Stone. "The current rating is predicated on our expectation that credit metrics will modestly improve, but will remain within the "highly leveraged" financial risk profile over the next 24 months. The ratings on Lake Forest, Calif.-based Sagittarius, which operates and franchises quick-service Mexican and American food restaurants under the Del Taco brand, also reflect our assessment of the company's "weak" business risk profile. Our business risk assessment incorporates the company's exposure to volatile commodity costs, participation in the highly competitive quick- service restaurant industry, and the risks associated with its geographic concentration on the West Coast." The stable outlook on Sagittarius reflects S&P's expectation that credit measures will remain commensurate with a "highly leveraged" financial risk profile. S&P believes the company will balance its cash flows among capital investments and debt reduction to offset the PIK notes. S&P expects the company to maintain "adequate" liquidity and leverage in the low-6.0x area over the next 24 months. S&P also expects modest margin expansion this year as restaurant initiatives more than offset higher labor expenses and commodity cost inflation. Downside scenario S&P would consider a downgrade if operating performance is weaker than expected because of heightened competition or if EBITDA falls by 15% or more as a result of greater-than-anticipated commodity cost increases. This could likely occur if, for example, costs rise by about 150 basis points (bps) or more, and negative same- store sales lead to interest coverage approaching 1.5x and covenant cushion tightens to under 15%. Upside scenario S&P do not anticipate an upgrade over the near term, given the company's elevated debt and our operating assumptions. However, S&P could raise the ratings if credit ratios are in line with an "aggressive" financial risk profile, which could entail leverage below 5x, which S&P views as highly unlikely over the near term, given our operating assumptions and the company's current debt balances. SANTA FE GOLD: Tyhee Issues Notice of Bridge Loan Default --------------------------------------------------------- Santa Fe Gold Corporation on March 31 disclosed that the purported class action filed by Tony Cavanaugh, on behalf of himself and all others similarly situated, in the Second Judicial District Court of the State of New Mexico, County of Bernalillo, against the Company, the five current members of its Board of Directors, and Tyhee Gold Corp. and Tyhee Merger Sub, Inc. has been dismissed without prejudice. Santa Fe also discloses that Tyhee has failed to promptly pay to Santa Fe a "break fee" of $300,000, which Tyhee is obligated, pursuant to the terms of the merger agreement, to pay as promptly as reasonably practical to Santa Fe, because Santa Fe terminated the merger agreement as a result of Tyhee's failure to consummate a "qualified financing" of $20 million. In return, Tyhee has provided Santa Fe with purported notice claiming a default under its bridge loan agreement. Tyhee has only advanced approximately $1.75 million of principal and accrued interest under the $3.0 million facility. Given the terms of the bridge loan and merger agreements, Santa Fe believes that Tyhee's default notice is wrongful. As such, Santa Fe has provided Tyhee notice of its intention to vigorously pursue enforcement of all its legal claims against Tyhee. The foregoing description of the Merger Agreement and Bridge Loan Agreement does not purport to be complete, and is qualified in its entirety by reference to (a) the Merger Agreement, which is included as Exhibit 2.1 to Santa Fe's Current Report on Form 8-K, dated January 27, 2014, which has been filed with the SEC and is available at www.sec.gov and (b) the Bridge Loan Agreement, a copy of which was filed, as Exhibit 2.1 to Santa Fe's Current Report on Form 8-K, with the SEC on February 19, 2014 and is available at www.sec.gov About Santa Fe Gold Santa Fe Gold is a U.S.-based mining and exploration enterprise focused on acquiring and developing gold, silver, copper and industrial mineral properties. Santa Fe controls: (i) the Summit mine and Lordsburg mill in southwestern New Mexico; (ii) a substantial land position near the Lordsburg mill, comprising the core of the Lordsburg Mining District; (iii) the Mogollon gold- silver project, within trucking distance of the Lordsburg mill; (iv) the Ortiz gold property in north-central New Mexico; (v) the Black Canyon mica deposit near Phoenix, Arizona; and (vi) a deposit of micaceous iron oxide (MIO) in Western Arizona. Santa Fe Gold intends to build a portfolio of high-quality, diversified mineral assets with an emphasis on precious metals. SEARS HOLDINGS: To Spin-Off Land's End Business ----------------------------------------------- Sears Holdings Corporation's board of directors approved the separation of its Lands' End business by means of a pro-rata spin- off transaction. To effect the spin-off, Sears Holdings will distribute all of the outstanding shares of common stock of Lands' End, Inc., on a pro rata basis to holders of Sears Holdings common stock, except that holders of Sears Holdings' restricted stock that is unvested as of the record date will receive cash awards in lieu of shares. These cash awards will be subject to vesting requirements. The distribution will be made to Sears Holdings' stockholders of record as of 5:30 p.m. Eastern time on March 24, 2014, the record date for the distribution. The distribution is expected to occur on April 4, 2014. In the distribution, Sears Holdings stockholders will receive 0.300795 shares of Lands' End common stock for each share of Sears Holdings common stock held as of 5:30 p.m. Eastern time on the record date. Fractional shares of Lands' End common stock will not be distributed. Instead, fractional shares that Sears Holdings stockholders would otherwise have been entitled to receive after application of the foregoing ratio will be aggregated and sold in the public market by the distribution agent. The aggregate cash proceeds of these sales, net of brokerage fees and other expenses, then will be distributed pro rata to those stockholders who otherwise would have been entitled to receive fractional shares. Following the spin-off, Sears Holdings will continue to be listed on the NASDAQ Global Select Market under the symbol "SHLD," while Lands' End expects to list its common stock on the NASDAQ Capital Market under the symbol "LE." The Company expects that, from a date determined by NASDAQ through the distribution date, there will be two markets in Sears Holdings common stock: a "regular-way" market and an "ex-distribution" market. Sears Holdings common stock that trades on the regular- way market will trade with an entitlement to shares of Lands' End common stock on the distribution date. Sears Holdings common stock that trades on the ex-distribution market will trade without an entitlement to shares of Lands' End common stock on the distribution date. The Company expects that entitlements to the shares of Lands' End common stock being distributed in the spin-off will also begin trading on a "when-issued" market on NASDAQ from a date determined by NASDAQ through the distribution date, after which time all shares of Lands' End common stock and Sears Holdings common stock will be traded on a regular settlement basis, or "regular-way" market. Following the spin-off, Lands' End will be a publicly traded company independent from Sears Holdings, and Sears Holdings will not retain any Lands' End common stock. The distribution is subject to the satisfaction or waiver of a number of conditions described in the registration statement filed by Lands' End with the U.S. Securities and Exchange Commission. Sears Holdings also reserves the right to withdraw and cancel the distribution if, at any time prior to the distribution date, the board of directors of Sears Holdings determines, in its sole discretion, that the distribution is not in the best interest of Sears Holdings or its stockholders, or that market conditions are such that it is not advisable to consummate the distribution. In connection with the spin-off, Lands' End is pursuing an asset- based senior secured revolving credit facility, which would provide for maximum borrowings of approximately $175 million with a letter of credit sub-limit, and a senior secured term loan facility of approximately $515 million. The Company expects that the proceeds of the Term Loan Facility will be used to pay a $500 million dividend to a subsidiary of Sears Holdings immediately prior to consummation of the spin-off and to pay fees and expenses associated with the foregoing facilities of $15 million. About Sears Hoffman Estates, Illinois-based Sears Holdings Corporation (Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full- line and specialty retail stores in the United States and Canada. Sears Holdings operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation. Sears Holdings also owns a 94 percent stake in Sears Canada and an 80.1 percent stake in Orchard Supply Hardware. Key proprietary brands include Kenmore, Craftsman and DieHard, and a broad apparel offering, including such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and Covington brands. It also has the Country Living collection, which is offered by Sears and Kmart. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the retailer in its restructuring efforts. The Company's balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. For the year ended Feb. 1, 2014, the Company reported a net loss attributable to Holdings' shareholders of $1.36 billion on $36.18 billion of merchandise sales and services as compared with a net loss attributable to Holdings' shareholders of $930 million on $39.85 billion of merchandise sales and services for the year ended Feb. 2, 2013. As of Feb. 1, 2014, the Company had $18.26 billion in total assets, $16.07 billion in total liabilities and $2.18 billion in total equity. Junk Rating Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to Caa1 from B3. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." SSH HOLDINGS: S&P Puts 'B' CCR on CreditWatch Negative ------------------------------------------------------ Standard & Poor's Rating Services placed all ratings, including the 'B' corporate credit rating, on SSH Holdings Inc., the direct parent of Egg Harbor Township, N.J.-based Spencer Spirit Holdings Inc., on CreditWatch with negative implications. In addition, S&P placed its ratings on the subsidiaries on CreditWatch with negative implications. Mall-based retailer Spencer Spirit Holdings Inc. is working towards an agreement to potentially acquire specialty retailer Brookstone Inc., which is preparing to file for bankruptcy protection in coming days. Spencer is expected to pay about $120 million for struggling Brookstone, which missed an interest payment to creditors in January, according to published reports. Public information about the details of the potential transaction or impact on the pro forma acquirer's capital structure remains limited. At this time S&P maintains its view of SSH's financial risk profile as "highly leveraged" based on the company's aggressive capital structure that includes costly payment-in-kind (PIK) toggle notes issued last year. The business risk profile remains "weak," reflecting the retailer's exposure to highly seasonal, holiday and costume businesses, as well as growth plans in the increasingly competitive Halloween pop-up sector. S&P expects to take a rating action and resolve the CreditWatch when details of the transaction are announced, and given the 'B' corporate credit rating and former negative outlook, there is some rating downside if additional leverage is added. S&P could affirm the rating if there is no substantial change in the company's overall capital structure. SUN BANCORP: Files Form 10-K, Had $10 Million Loss in 2013 ---------------------------------------------------------- Sun Bancorp, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss available to common shareholders of $9.94 million on $105.08 million of total interest income for the year ended Dec. 31, 2013, as compared with a net loss available to common shareholders of $50.49 million on $115.43 million of total interest income in 2012. The Company incurred a net loss available to common shareholders of $67.50 million in 2011. As of Dec. 31, 2013, the Company had $3.08 billion in total assets, $2.84 billion in total liabilities and $245.33 million in total shareholders' equity. "Although we have taken a number of steps to reduce our credit exposure, at December 31, 2013, we had approximately $40.5 million in nonperforming assets and it is possible that we will continue to incur elevated credit costs over the near term, which would adversely impact our overall financial performance and results of operations. We cannot assure you that we will return to profitability in the near term or at all," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/KeIbHG About Sun Bancorp Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank holding company headquartered in Vineland, New Jersey, with its executive offices located in Mt. Laurel, New Jersey. Its primary subsidiary is Sun National Bank, a full service commercial bank serving customers through more than 60 locations in New Jersey. On April 15, 2010, Sun National Bank entered into a written agreement with the OCC which contained requirements to develop and implement a profitability and capital plan which provides for the maintenance of adequate capital to support the Bank's risk profile in the current economic environment. TAMPA WAREHOUSE: Regions Bank Wants Case Converted or Dismissed --------------------------------------------------------------- Regions Bank asks the Bankruptcy Court to reject Tampa Warehouse, LLC's reorganization plan filed on March 5, 2014, and dismiss the case or convert it to liquidation under Chapter 7 of the Bankruptcy Code, saying that it has lost faith in the company's management and commitment in advancing the Chapter 11 case. The bank believes that it is best for the case to be dismissed or converted to liquidation so that no further damage is done to its collateral. Tampa Warehouse and Fred D. Godley owe more than $18 million to Regions Bank. The loan is secured by a mortgage lien and security interest encumbering land and improvements of a property at 6422 Harney Road, in Tampa. Jimmy R. Summerlin, Jr., Esq. -- JimmyS@hickorylaw.com -- at Young, Morphis, Bach & Taylor, LLP, in Hickory, North Carolina, contends that Tampa Warehouse has no chance of a successful reorganization in view of the bank's plan objection, because the bank's claim heavily outweighs the potential class of unsecured creditors. Mr. Summerlin notes that Tampa Warehouse never proposed to satisfy its bank obligation under any business scheme and that its finances are dominated by the bank's claim. Mr. Summerlin further asserts that Chapter 11 would not enable Tampa Warehouse to cram down any plan upon the bank. The Court will hear Regions Bank's dismissal request on April 9, 2014, at 9:30 in the morning. Regions Bank is an Alabama state chartered bank. About Tampa Warehouse Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million in assets and between $10 million and $50 million in liabilities. The Debtor said its principal asset is located at 6422 Harney Road, in Tampa, Florida. Fred D. Godley, as member and manager, signed the bankruptcy petition. Owners of the Debtor are: Charlotte Housing for the Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and Rocky Mount Housing for the Elderly (12.403%). According to the docket, the deadline to file proofs of claim against the Debtor is on April 15, 2014. Judge Laura T. Beyer oversees the case. The Debtor is represented by represented by Joshua B Farmer, Esq., at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North Carolina. Michael R. Nash, CPA, PLLC, serves as accountants. The Bankruptcy Administrator said in December that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the case. Jimmy R. Summerlin, Jr., Esq., at Young, Morphis, Bach & Taylor, LLP, represents lender Regions Bank. TELX GROUP: S&P Rates New 1st Lien Secured Credit Facilities 'B-' ----------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B-' corporate credit rating on The Telx Group Inc. The outlook is stable. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's proposed first-lien senior secured credit facilities, consisting of a proposed $110 million revolving credit facility due 2019 and a $450 million first-lien term loan due 2020. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%) recovery for lenders in a payment default. Additionally, S&P assigned its 'CCC' issue-level rating and '6' recovery rating to the proposed $185 million second-lien term loan due 2021. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery for lenders in a payment default. S&P expects the company to use proceeds from the proposed credit facility, along with the $78 million of new holding company notes (unrated), to refinance its senior secured credit facility ($369 million outstanding as of Dec. 31, 2013), and redeem its $170 million of 12% senior unsecured notes due 2019. In addition, the company will pay an approximately $150 million dividend to its financial sponsors. "The rating affirmation reflects our expectation that the proposed transaction, despite increasing leverage, will not materially affect liquidity or coverage ratios, as cash-based interest expense remains mostly unchanged due to the redemption of its high-coupon mezzanine debt," said Standard & Poor's credit analyst Michael Altberg. Pro forma for the refinancing and dividend payment, S&P expects lease-adjusted debt to EBITDA for 2014 to be steep, at about 13.1x based on its projections. Excluding noncash rent expense, lease- adjusted debt to EBITDA is still high, at about 10.5x. The proposed $78 million holding company notes carry a 13.5% coupon, payable in kind for the life of the notes. As a result, S&P expects cash interest coverage to be healthy, at about 3x on a pro forma basis. Additionally, the transaction does not alter S&P's expectations for free operating cash flow (FOCF), although S&P believes that FOCF will be negative in 2014 based on elevated capital spending. The ratings on Telx reflect the company's "fair" business risk profile and "highly leveraged" financial risk profile. S&P's business risk assessment reflects the highly competitive environment for data center operators, and the capital-intensive requirements of its expansion strategy. Partially tempering these risk factors are the favorable intermediate-term growth prospects of the data center industry, the relative stickiness of Telx's business model of providing interconnection services within strategically located facilities, and good degree of revenue predictability reflecting multiyear contracts and low monthly revenue churn compared to peers. The stable rating outlook reflects S&P's expectation that despite the company's high debt leverage, liquidity should remain adequate over the next 12 months based on borrowing availability under the revolving credit facility and S&P's estimate that FFO to debt will remain in the low-single digit percent area. In addition, S&P believes that FOCF could turn positive in 2015 or 2016 assuming a decline in capital spending. At the current rating level, a downgrade would likely result from unforeseen pressure on the company's liquidity position. For example, S&P could lower the rating if the company were to severely miss our revenue growth expectations or fail to improve utilization in newly expanded facilities, in conjunction with ongoing substantial cash outlays, negative FOCF, and substantial revolver usage. The company's elevated leverage likely precludes an upgrade in the near term. Longer term, S&P could consider an upgrade if the company reduced leverage to the 6x to 7x range, especially if this were accompanied by continued growth, positive FOCF, and continued low revenue churn. THOMPSON CREEK: To Offer $1 Billion Worth of Securities ------------------------------------------------------- Thompson Creek Metals Company Inc. filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to the sale of up to $1,000,000,000 in the aggregate of: * common shares; * first preferred shares, which may be represented by depositary shares; * debt securities; * guarantees by the subsidiary guarantors of the Company's debt securities; * warrants; * stock purchase contracts; * stock purchase units; or * any combination of the foregoing. The Company's common shares are traded on the New York Stock Exchange and the Toronto Stock Exchange under the symbols "TC" and "TCM," respectively. A copy of the Form S-3 prospectus is available for free at: http://is.gd/X0GKqA About Thompson Creek Metals Thompson Creek Metals Company Inc. is a growing, diversified North American mining company. The Company produces molybdenum at its 100%-owned Thompson Creek Mine in Idaho and Langeloth Metallurgical Facility in Pennsylvania and its 75%-owned Endako Mine in northern British Columbia. The Company is also in the process of constructing the Mt. Milligan copper-gold mine in central British Columbia, which is expected to commence production in 2013. The Company's development projects include the Berg copper-molybdenum-silver property and the Davidson molybdenum property, both located in central British Columbia. Its principal executive office is in Denver, Colorado and its Canadian administrative office is in Vancouver, British Columbia. More information is available at http://www.thompsoncreekmetals.com The Company's balance sheet at March 31, 2013, showed $3.42 billion in total assets, $2.04 billion in total liabilities and $1.37 billion in stockholders' equity. * * * As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Denver- based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from 'B-'. "These rating actions follow Thompson Creek's announcement of weaker production and higher cost expectations through next year," said Standard & Poor's credit analyst Donald Marleau. In the May 9, 2012, edition of the TCR, Moody's Investors Service downgraded Thompson Creek Metals Company Inc.'s Corporate Family Rating (CFR) and probability of default rating to Caa1 from B3. Thompson Creek's Caa1 CFR reflects its concentration in molybdenum, relatively small size, heavy reliance currently on two mines, and the need for favorable volume and price trends in order to meet its increasingly aggressive capital expenditure requirements over the next several years. TOWER INTERNATIONAL: S&P Raises CCR to 'BB-'; Stable Outlook ------------------------------------------------------------ Standard & Poor's Ratings Services said that it raised its corporate credit on Michigan-based auto supplier Tower International Inc. to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P raised its issue rating on the company's $420 million senior secured term loan to 'BB-' from 'B+'. The '4' recovery rating on the debt remains unchanged, indicating S&P's expectation that debtholders would realize average recovery (30%- 50%) in the event of a default. The rating on Tower reflects S&P's view of the company's financial risk profile as "significant," based on declining debt levels and improved free operating cash flow generation, and its business risk profile as and "weak," based on the cyclical and highly competitive industry it operates in. The outlook is stable. "We expect that Tower will be able to manage its debt level in line with our expectations (at less than 4.0x) and will be able to generate FOCF to total debt of at least 10%," said Standard & Poor's credit analyst Lawrence Orlowski. While unlikely in the coming year, S&P could raise the rating if it expects debt to EBITDA at or less than 3.0x on a sustainable basis. Moreover, S&P would also expect the company to generate FOCF to adjusted debt of at least 15% on a sustained basis. S&P could lower the rating if global vehicle demand began to decline or if the company was not able to maintain operational efficiency, thereby weakening its ability to generate solid FOCF in line with S&P's expectation for the rating or pushing its debt level above 4x. This could occur if, for instance, revenue growth were flat to negative in 2015 and the gross margin (excluding depreciation and amortization expenses) fell below 15.5%. UTSTARCOM INC: Himanshu Shah Stake at 25.9% as of March 11 ---------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Himanshu H. Shah and his affiliates disclosed that as of March 11, 2014, they beneficially owned 9,852,302 shares of common stock of UTStarcom Holdings Corp. representing 25.99 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/UGkKRa About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $6.67 million. UTStarcom Holdings reported a net loss of $35.57 million in 2012, net income of $11.77 million in 2011 and a net loss of $65.29 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $390.64 million in total assets, $217.32 million in total liabilities and $173.31 million in total equity. VAIL LAKE: Hearing on Case Dismissal Bid Moved to June 26 --------------------------------------------------------- Angela Chen Sabella and Dynamic Financial Corp. filed a motion to dismiss the bankruptcy case of Vail Lake Rancho California, LLC, which the debtor opposed. After the movants and the debtor entered into their first stipulation continuing dates and deadlines regarding the motion, the debtor and certain major constituents participated in a mediation "and since that time . . . have made great progress towards arriving at a consensual, global resolution." As a result, the debtor and the movants "agreed to continue the hearing on the Motion and related due dates for briefs in order to allow the parties who participated in the mediation to focus their attention on a global resolution." Under a second stipulation, the debtor's deadline to file a supplement is June 5, the movants' deadline to file a reply to any supplement is June 19, and the hearing on the motion will be on June 26, 2014 at 2:30 p.m. About Vail Lake Rancho California Vail Lake Rancho California, LLC, and its affiliates own the California campground Vail Lake Resort. Vail Lake is a large reservoir in western Riverside County, California, located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles east of Temecula, California. Properties cover approximately 9,000 acres and have an estimated water storage capacity of approximately 51,000 acre-feet. On Dec. 26, 2012, creditors of Vail Lake filed an involuntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail Lake. In a filing on June 6, 2013, the Debtor said it consents to the entry of an order for relief and does not contest the involuntary Chapter 11 petition. On June 5, 2013, the company sent 5 related entities -- Vail Lake USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational Management, LLC -- to Chapter 11 bankruptcy. The new debtors have sought and obtained an order for joint administration of their Chapter 11 cases with Vail Lake Rancho (Case No. 12-16684). The Debtors are represented by attorneys at Cooley LLP and Phillips, Haskett & Ingwalson, A.P.C. The Debtor also employed Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank serving as the Debtors' chief restructuring officer. The Debtors' consolidated assets, as of May 31, 2013, total $291,016,000 and liabilities total $52,796,846. VAIL LAKE: Has 2nd Stipulation to Use Cash Collateral ----------------------------------------------------- Vail Lake Rancho California, LLC and Cambridge Financial of California, LLC, the Debtors' primary secured lender which filed over $116 million of claims, entered into a first stipulated use of cash collateral which expired on February 28, 2014. The debtors, Cambridge, and certain other secured creditors entered into the second stipulation following mediation as a result of which the "Debtors are optimistic about the prospect of reaching a global settlement that paves the way for confirmation of a chapter 11 plan." The debtors disclose in their motion to approve the new stipulation that the "Second Stipulation is part of the Debtors' overall strategy to sell certain of the Debtors' non-core properties to preserve the Debtors' core operating properties." The debtors explain that "[a]bsent the use of the Cash Collateral, the Debtors will not have sufficient working capital and financing to continue the operation of their businesses and to administer and preserve their value." The stipulation validates certain liens and amounts asserted by the secured creditors. The debtors justify the validation because the cases have been pending for over seven months, the debtors reviewed the claims, and no other parties have challenged the claims. In exchange for the validations, no replacement liens or super-priority administrative claims were granted as adequate protection. The second stipulation allows for use of cash collateral consistent with the approved budget so long as there are no defaults under the stipulated terms, including promptly collecting and depositing all cash collateral, providing Cambridge with monthly detailed accounting reports and access to financial information. It also provides Cambridge with up to $400,000 from the proceeds of any sales related to certain real property and Cambridge agreed to carve out up to $750,000 from its secured claim to pay the debtors' professionals, such amount to serve as the only Section 506(c) surcharge available to the debtors and their professionals. The stipulation further details the parties' agreement to the sale of certain real property under Section 363 of the Bankruptcy Code. Specifically, XD Conejo will serve as the stalking horse bidder for one parcel and will be allowed to credit bid the amount of its debt evidenced by its proof of claim number 30 from its junior secured position, subject to senior lien claims. The debtors and their secured creditors also request that any order approving the stipulation "include that sale of Parcel F is to be conducted on a parallel track with the sale of Parcel E, with the sale of Parcel F to be held immediately after, and in no event later than five days after, the sale of Parcel E"; and "include that the holder of the claim evidenced by Cambridge VLR claim no. 23 be the stalking horse bidder in the sale of Parcel F." The debtors disclose that they will be filing sale motions for these parcels incorporating these terms. The Honorable Louise DeCarl Adler will consider approval of the second stipulation on April 10, 2014 at 2:00 p.m. About Vail Lake Rancho California Vail Lake Rancho California, LLC, and its affiliates own the California campground Vail Lake Resort. Vail Lake is a large reservoir in western Riverside County, California, located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles east of Temecula, California. Properties cover approximately 9,000 acres and have an estimated water storage capacity of approximately 51,000 acre-feet. On Dec. 26, 2012, creditors of Vail Lake filed an involuntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail Lake. In a filing on June 6, 2013, the Debtor said it consents to the entry of an order for relief and does not contest the involuntary Chapter 11 petition. On June 5, 2013, the company sent 5 related entities -- Vail Lake USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational Management, LLC -- to Chapter 11 bankruptcy. The new debtors have sought and obtained an order for joint administration of their Chapter 11 cases with Vail Lake Rancho (Case No. 12-16684). The Debtors are represented by attorneys at Cooley LLP and Phillips, Haskett & Ingwalson, A.P.C. The Debtor also employed Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank serving as the Debtors' chief restructuring officer. The Debtors' consolidated assets, as of May 31, 2013, total $291,016,000 and liabilities total $52,796,846. VCW ENTERPRISES: UST Seeks Conversion or Dismissal -------------------------------------------------- The United States Trustee filed a motion for an order compelling VCW Enterprises, Inc., d/b/a M&W Precast, f/k/a Modern Precast Concrete, Inc., to file plan implementation and disbursement reports and to pay all outstanding statutory fees or else have its case converted to chapter 7. The UST explained that the debtor's plan was confirmed on May 30, 2013, but that the debtor failed to file and serve the post-confirmation reports required by local bankruptcy rules and the trustee's operating guidelines for the fourth quarter of 2013. Moreover, the debtor is not current on payment of post-confirmation fees to the UST pursuant to 28 U.S.C. Sec. 1930(a)(6), which cannot be determined without the required reports. As a result, the UST argues that cause exists for dismissal or conversion of the case pursuant to 11 U.S.C. Sec. 1112(b). A hearing is set for April 24, 2014 at 11:00 a.m., by which time the debtor's reports will be due for the first quarter of 2014. About Modern Precast Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr. E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading, Pennsylvania. Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa., serve as counsel to the Debtor. The Debtor estimated up to $50 million in both assets and liabilities. West Family Associates, LLC (Case No. 12-21306) and West North, LLC (Case No. 12-21307) also sought Chapter 11 protection. The petitions were signed by James P. Loew, chief financial officer. Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast is a leading manufacturer and distributor of precast concrete structures, pipes and related products. Modern also purchases and resells related products. Modern operates from two facilities, a 91,010 square-foot facility in Easton, Pennsylvania and a 43,784 square-foot facility in Ottsville, Pennsylvania. Modern is a single source supplier of virtually every precast concrete product needed for residential, commercial/industrial, Department of Transportation and municipality projects. Modern, on a consolidated basis, generated revenues of $23.4 million and $19.4 million and operating EBITDA of $1.4 million and ($382,000) for years 2010 and 2011, respectively. The Debtors have tapped Beane Associates, Inc. as financial restructuring advisor; and Barry D. Kleban, Esq., and Aaron S. Applebaum, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, as attorneys. Griffin Financial Group, LLC serves as investment banker. The Official Committee of Unsecured Creditors is represented by Ciardi Ciardi & Astin. The Committee tapped Eisneramper LLP as its accountants and financial advisor. On Jan. 18, 2013, the Bankruptcy Court approved the sale of the substantially all of the Debtors' assets to OldCastle Precast, Inc., for a total proposed purchase price of $7,800,000 to the Debtors, subject to certain adjustments. The Debtor changed its name to VCW Enterprises, Inc., doing business as M&W Precast, following the sale. VCW Enterprises, doing business as M&W Precast, formerly known as Modern Precast Concrete, Inc., on May 30, 2013, won confirmation of its First Amended Plan of Liquidation that provides for (i) the disposition of the Debtor's remaining assets; (ii) the establishment of the Liquidating Trust; and (iii) a mechanism to distribute the proceeds to the holders of Allowed Claims. The Plan also provides for payment in full of all Allowed Administrative Claims. VIASYSTEMS GROUP: S&P Cuts CCR to 'B+' on Slow Recovery From Fire ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on St. Louis, Mo.-based Viasystems Group Inc. to 'B+' from 'BB-'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's $550 million senior secured notes due 2019 to 'B+' from 'BB-'. The recovery rating remains '4', reflecting S&P's expectation for average recovery (30% to 50%) in the event of payment default. "The rating action reflects the revision of our financial risk profile assessment to 'aggressive' from 'significant' based on Viasystems' leverage, which we expect to remain in the 4x area over the next 12 months, and free operating cash flow, which we expect to be negative as the company rebuilds capacity after the factory fire," said Standard & Poor's credit analyst Christian Frank. Profits have improved sequentially in the quarters following the fire, albeit at a slower pace than S&P had expected. The ratings also reflect the company's "weak" business risk profile derived from its competitive and fragmented operating environment and the cyclicality of the PCB industry. The stable outlook reflects S&P's view that 2013 represents a near-term low point in operating performance because first-half results were materially affected by the Guangzhou fire, and that strength in the company's automotive and telecommunications segments will allow it to improve from second-half run rates in 2014. S&P could raise the rating if strong end-market demand results in EBITDA growth, such that leverage falls to the low- to mid-3x area and the company generates positive FOCF. S&P could lower the rating if increased competition, or rising input or labor costs, cause margins to compress resulting in leverage over 5x or negative FOCF on a sustained basis. VIGGLE INC: Amends Term Loan Agreement with Deutsche Bank --------------------------------------------------------- Viggle Inc. entered into an amendment to the Company's term loan agreement with Deutsche Bank Trust Company Americas. The Term Loan Facility with Deutsche Bank currently has $30,000,000 in principal amount. Pursuant to the Amendment, the principal amount was increased to $35,000,000. Repayment of the Term Loan Facility is guaranteed by Robert F.X. Sillerman, the Company's executive chairman, chief executive officer, director and prinipal stockholder, and the guaranty continues in place following the Amendment. Concurrently with the Amendment on March 11, 2014, the Company also entered into a Pledge and Security Agreement with Deutsche Bank pursuant to which the Company agreed to provide Deutsche Bank a security interest in and a pledge of $5,000,000 cash account as collateral to secure the prompt and timely payment of all obligations under the Term Loan Facility. The Pledge and Security Agreement will remain in place as long as there are any obligations outstanding under the Term Loan Facility. Software License and Services Agreement The Company entered into a Software License and Services Agreement with SFX Entertainment, Inc, on March 10, 2014. Pursuant to the terms of the License Agreement, SFX paid the Company $5,000,000 to license the Company's audio recognition software and related loyalty platform for a term of ten years. SFX may use the software for its own internal business purposes and may sublicense the software only to its affiliates or to its co-promoters. In addition, the Company will provide support and professional services. Rates for support and development services will be charged at $150, which the Company may increase after the first year to its average hourly rate for the services. The Company will also pay SFX 50 percent of its net revenues from the license of the software to any third party. If SFX elects to renew the agreement after the initial ten year term for an additional ten year term, it will make an additional $5 million payment to the Company upon the renewal. During the term of the agreement, the Company may not license the software to any third party that directly competes with SFX in the promotion of dance music. SFX agrees that it will not use the software for any business that directly competes with the Company in the field of entertainment rewards. To the extent that the Company offers terms and conditions to a third-party licensing the software that are, when taken as a whole, more favorable than the terms and conditions provided to SFX, the Company agrees to provide SFX with the same terms and conditions as the third party on a prospective basis. Mr. Sillerman, the Company's executive chairman, chief executive officer, director and principal stockholder, is also Chairman and chief executive officer of SFX, and Mr. Mitchell J. Nelson, who serves as a member of the Company's Board of Directors, also provides legal services to SFX. In addition, two additional members of the Company's Board, Mr. Michael Meyer and Mr. John D. Miller, also serve on the Board of SFX. Due to the affiliate nature of the transaction, a special committee of the independent members of the Company's Board approved the transaction. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle incurred a net loss of $91.40 million on $13.90 million of revenues for the year ended June 30, 2013, as compared with a net loss of $96.51 million on $1.73 million of revenues during the prior year. As of Dec. 31, 2013, the Company had $60.63 million in total assets, $53.94 million in total liabilities, $37.71 million in series A convertible redeemable preferred stock, and a $31.02 million total stockholders' deficit. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2013, has deficiencies in working capital and equity that raise substantial doubt about its ability to continue as a going concern. VIGGLE INC: Amends Form S-1 Registration Statement -------------------------------------------------- Viggle Inc. amended its Form S-1 registration statement relating to the offering of an undetermined amount of shares of the Company's common stock. The Company effected a reverse stock split on a 1-for-80 basis on March 19 , 2014. The Company also will effect a recapitalization of its outstanding preferred stock, converting all preferred stock into shares of common stock. The Company's common stock is currently quoted on the OTCQB marketplace and trades under the symbol "VGGL." The last reported sale price of the Company's common stock on the OTCQB marketplace on March 14, 2014, was $ 32.00 per share after giving effect to the reverse stock split. The public offering price of the Company's shares of common stock in this offering is expected to be between $____ and $_____ per share. The Company has applied to list its common stock on the Nasdaq Capital Market and expect that listing to occur concurrently with the closing of this offering. A copy of the Form S-1/A is available for free at: http://is.gd/gSqR2Z About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle incurred a net loss of $91.40 million on $13.90 million of revenues for the year ended June 30, 2013, as compared with a net loss of $96.51 million on $1.73 million of revenues during the prior year. As of Dec. 31, 2013, the Company had $60.63 million in total assets, $53.94 million in total liabilities, $37.71 million in series A convertible redeemable preferred stock, and a $31.02 million total stockholders' deficit. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2013, has deficiencies in working capital and equity that raise substantial doubt about its ability to continue as a going concern. VITERA HEALTHCARE: S&P Lowers CCR to 'B-'; Stable Outlook --------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Tampa, Fla.-based Vitera Healthcare Solutions LLC to 'B-' from 'B'. The outlook is stable. At the same time, S&P lowered the issue-level rating on the company's $30 million senior secured revolving credit facility and $360 million first-lien term loan to 'B' from 'B+' with a recovery rating of '2', indicating S&P's expectation for substantial (70% to 90%) recovery of principal in the event of default. In addition, S&P lowered the issue level rating on the $180 million senior secured second-lien term loan to 'CCC' from 'CCC+' with a recovery rating of '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. "The downgrade reflects Vitera's rising leverage, which we expect will reach nearly 8x on a pro forma basis by fiscal year-end 2014, due to operational and integration issues arising from the acquisition of Greenway Medical Technologies Inc.," said Standard & Poor's credit analyst Andrew Chang. "The stable outlook reflects our view that, despite an elevated leverage profile over the near term as Vitera integrates the Greenway acquisition, the company will generate at least break-even FOCF while maintaining adequate liquidity," added Mr. Chang. "We currently view Vitera's business risk profile as "weak." Despite recent acquisitions of Greenway and SuccessEHS, the company is still a small participant in a highly fragmented heath care information technology (HCIT) market, which includes companies with greater scale and financial resources. Further, integration of Greenway, although still early, has been challenging due to the departure of certain sales staff and revenues below expectations arising from a higher-than-expected revenue mix shift to subscription sales from license sales. While we maintain our view that Greenway's stronger product portfolio will benefit Vitera over a longer term, we remain cautious of operational risks as Vitera integrates the acquisition and implements cost cuts, especially as it migrates its customers to Greenway's faster-growing platform," S&P noted. S&P considers absolute profitability to be "below average" but volatility of profitability as "fair" given the relatively stable nature of the software business. S&P views the industry risk as "intermediate" and the country risk as "very low." In S&P's assessment, the company's management and governance is "fair." S&P views Vitera's financial risk profile as "highly leveraged." S&P expects pro forma adjusted leverage to increase to near the 8x area by fiscal year-end 2014 from the mid-6x area as of fiscal year-end 2013 as higher margin license sales decline during the integration process. Funds from operations (FFO) to debt is expected to be near 6%, which is at the lower end of S&P's "highly leveraged" category. At the same time, S&P expects FOCF to be breakeven to modestly positive during the year given relatively high recurring revenues and moderate capital expenditures. WALL STREET SYSTEMS: Moody's Rates New $485MM 1st Lien Debt 'B3' ---------------------------------------------------------------- Moody's Investors Service rated Wall Street Systems Holdings, Inc's ("WSS") new $485 million first lien senior secured credit facilities at B3 and affirmed the Corporate Family Rating ("CFR") and the Probability of Default Rating ("PDR") at B3 and B3-PD, respectively. WSS will use proceeds of the refinancing, along with proceeds from the planned sale of its FSS business, to repay the existing $381 million first lien debt and $165 million second lien debt. The outlook is stable. The ratings of the existing debt will be withdrawn following closing of the new credit facilities. Ratings Rationale Due to the lower interest rate and reduced debt, reported interest expense will decline by $17 million (from $42 million in 2013), improving liquidity. As part of the refinancing, WSS will sell its FSS business to ION Trading Technologies, which is a subsidiary of ION Investment Group. Although the leverage will improve to the mid-5x EBITDA level (Moody's adjusted) as a result of the debt reduction, Moody's believe that WSS is likely near the end of its deleveraging and that a debt-financed equity distribution is a near term risk given the new credit facilities' $75 million accordion option. The B3 CFR reflects WSS's high leverage given WSS's relatively small scale as a niche provider of software and services for corporate treasury management, foreign exchange trade processing, and Central Bank reserve management. As WSS has already generated significant operational efficiencies over the past two years, Moody's believe that there will be limited opportunity for further cost reductions. WSS has a solid market position, although as a niche participant, and the company has a recurring revenue base driven by a subscription-based model and minimal client attrition (e.g., 95%+ revenue retention rate). This produces stable funds from operations (FFO) though somewhat variable cash from operations (CFO) due to working capital movements. The stable outlook reflects Moody's expectation that WSS will maintain its solid market position and generate low single-digit annual organic revenue growth, as WSS further penetrates the foreign exchange trading and central bank markets. Moody's expects debt to EBITDA (Moody's adjusted) to decline to around 5x times over the next year as a result of EBITDA growth and modest debt amortization. Nevertheless, as WSS has reduced debt to the mid 5x level (Moody's adjusted), Moody's believe that WSS will not sustain leverage below the mid 5x level prior to making another debt-financed distribution. The ratings could be upgraded if WSS were to increase market share such that revenues and operating income are on-course to grow organically in the upper single digits, resulting in increasing EBITDA and free cash flow (FCF). Moody's would further expect that WSS would demonstrate a more conservative financial policy by using this increased FCF to reduce debt by at least 10% per year and refraining from debt-financed acquisitions or equity distributions. Based on these actions, Moody's would expect that the ratio of debt to EBITDA (Moody's adjusted) would be sustained below 5.5x. The rating could be downgraded if WSS were to experience net customer attrition or steadily declining EBITDA margins (Moody's adjusted), both of which would imply a weakening competitive position. Moreover, the rating could also be downgraded if WSS were to pursue a more aggressive financial policy, including debt- financed acquisitions or share repurchases, such that we expect that debt to EBITDA (Moody's adjusted) will remain above 6x. Assignments: Issuer: Wall Street Systems Holdings, Inc Senior Secured Bank Credit Facility, Assigned B3 Senior Secured Bank Credit Facility, Assigned B3 Senior Secured Bank Credit Facility, Assigned a range of LGD3, 47% Senior Secured Bank Credit Facility, Assigned a range of LGD3, 47% Outlook Actions: Issuer: Wall Street Systems Holdings, Inc Outlook, Remains Stable Affirmations: Issuer: Wall Street Systems Holdings, Inc Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 WSS, based in New York, NY, is a provider of treasury management, central banking, and foreign exchange processing software and services, owned by ION Investment Group (a TA Associates company). The principal methodology used in this rating was 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. WAVE SYSTEMS: Trims 2013 Net Loss to $20.3 Million -------------------------------------------------- Wave Systems Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $20.32 million on $24.40 million of total net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $33.96 million on $28.84 million of total net revenues in 2012. The Company incurred a net loss of $10.79 million in 2011. For the three months ended Dec. 31, 2013, the Company reported a net loss of $3.67 million on $5.61 million of total net revenues as compared with a net loss of $13.01 million on $7.13 million of total net revenues for the same period in 2012. As of Dec. 31, 2013, the Company had $11.82 million in total assets, $20.80 million in total liabilities and a $8.98 million total stockholders' deficit. "The past six months were the start of a period of critical transition for Wave -- marked by numerous changes to our operations, a more focused sales and marketing strategy, and targeted headcount changes across the organization," said Wave CEO Bill Solms. "We have established ways to improve efficiency across every aspect of our business, especially in how we develop, market, and sell our products." KPMG 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 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. A copy of the Form 10-K is available for free at: http://is.gd/siBs6r 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. WILLOW CREEK: Court Grants Motion to Dismiss Ch.11 Case ------------------------------------------------------- Bankruptcy Judge Laurel E. Davis granted the request of Willow Creek San Martin Building LLC for voluntary dismissal of its bankruptcy case. The Court further ordered that the debtor is prohibited from filing a future chapter 7 or 11 bankruptcy case for 60 days. The debtor owns real property and improvements leased to a tenant, Willow Creek San Martin Assisted Living, LLC, that operates a nursing home. Its real property secures loans made by two creditors, Clayton Mortgage and K.E. Farmer, LLC, used to build the nursing home operated by the tenant. The debtor's case is designated as a single asset real estate case. In its motion, supported by a declaration of its manager, the debtor argued that cause exists to dismiss its case under 11 U.S.C. Sec. 1112(b)(4) because the debtor is unable to obtain take out financing or bridge lending to fund a plan of reorganization and "is suffering a substantial and continue loss to and diminution of the estate as a result of the insufficient rents from its tenant" which are the debtor's sole source to service its secured debts. Due to the lack of funding, the debtor asserted that it "has no other choice but to dismiss the Bankruptcy Case and wind down its business" and that dismissal is in the best interests of the its creditors because all of its assets are fully encumbered by its secured creditors Clayton and KE Farmer, thereby "leaving no assets for liquidation for other creditors." The debtor further disclosed that it "lacks the funds to pursue any claims against Clayton which litigation will be costly, contentious, and complex." Last, the debtor noted that it is current on payment of fees owed to the United States Trustee. About Willow Creek San Building LLC Willow Creek San Martin Building LLC sought Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 14-10041) in Las Vegas, on Jan. 5, 2014. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), disclosed $40,674,094 in assets and $32,988,437 in liabilities as of the Chapter 11 filing. The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Ogonna M. Atamoh, Esq., and James D. Boyle, Esq., at Cotton, Driggs, Walch, Holley, Woloson & Thompson, in Las Vegas, Nevada. WPCS INTERNATIONAL: Incurs $3.5MM Loss in Jan. 31 Quarter --------------------------------------------------------- WPCS International Incorporated filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $3.54 million on $8.29 million of revenue for the three months ended Jan. 31, 2014, as compared with a net loss attributable to the Company of $1.22 million on $7.57 million of revenue for the same period in 2013. For the nine months ended Jan. 31, 2014, the Company reported a net loss attributable to the Company of $9.91 million on $23.48 million of revenue as compared with a net loss attributable to the Company $723,983 on $26.81 million of revenue for the same period a year ago. As of Jan. 31, 2014, the Company had $22.37 million in total assets, $15.18 million in total liabilities and $7.19 million in total equity. Sebastian Giordano, Interim CEO of WPCS, commented, "Since the launch of BTX Trader ("BTX") in December 2013, we have continued to make significant progress in the roll-out of our Bitcoin trading platform. Today, our platform remains available for free download on our Windows-based desktop application. The next phase of our platform development is to allow access to the beta version via the web. We will begin generating revenue from this platform during the second quarter of calendar year 2014." Mr. Giordano continued, "In addition to the successful beta launch of BTX, our primary objective continues to be in stabilizing operations, improving cash flow and strengthening our balance sheet. Since implementing an aggressive turnaround strategy in August 2013, we have made significant strides, in part, by divesting and closing underperforming operations, reducing expenses and improving performance in our ongoing contracting operations. We believe this strategy has and will continue to improve our financial condition and be beneficial towards future shareholder value." A copy of the Form 10-Q is available for free at: http://is.gd/cgVLM4 About WPCS International WPCS -- http://www.wpcs.com-- is a design-build engineering company that focuses on the implementation requirements of communications infrastructure. The company provides its engineering capabilities including wireless communications, specialty construction and electrical power to the public services, healthcare, energy and corporate enterprise markets worldwide. As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP as its new independent registered public accounting firm. CohnReznick LLP resigned on Dec. 20, 2013, The Company's former auditors, CohnReznick LLP, in Roseland, New Jersey, expressed substantial doubt about WPCS International's ability to continue as a going concern following the annual report for the year ended April 30, 2013. The independent auditors noted that the Company has incurred net losses and negative cash flows from operating activities, had a working capital deficiency as of and for the years ended April 30, 2013, and 2012, and has an accumulated deficit as of April 30, 2013. The Company reported a net loss of $6.8 million on $42.3 million of revenue in fiscal 2013, compared with a net loss of $20.6 million on $65.5 million in fiscal 2012. YARWAY CORP: Seeks Aug. 15 Extension of Plan Exclusivity -------------------------------------------------------- Yarway Corporation asks the Court for an extension of the periods wherein it has the exclusive right to file a plan of reorganization and solicit acceptances of that plan. The court has already granted a previous extension. The Debtor requests a new extension of the filing period through and including August 15, 2014, and the exclusive solicitation period through and including October 14, 2014. The Debtor states that cause exists to extend the exclusive filing period. The Debtor supports this assertion, by stating it has made good faith progress toward reorganization since it is working with creditors and it is evaluating certain litigation options. Moreover, the Debtor states that it has demonstrated reasonable prospects for filing a viable plan because it has sufficient liquidity to pursue a plan and negotiations with the Committee and future claimants is ongoing. The Debtor also relates that cause exist because of the size and complexity of the case. The case involves assets of over $100 million and known liabilities exceeding $165 million and the case is complex because the Debtor is facing 5,000 pending asbestos-related personal injury lawsuits. Additionally, the Debtor states that their case has been pending for less than year. The Bankruptcy Court of the District of Delaware set a hearing date for April 9, 2014 at 10:00 a.m. to consider the Debtor's request. Objections to the request are due today. About Yarway Corporation Yarway Corporation sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11025) on April 22, 2013, to deal with claims arising from asbestos containing products it allegedly sold as early as the 1920s. Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as the Simplex Engineering Company and originally manufactured pipe clamps, steam traps, valves and controls. Based in Pennsylvania, Yarway was a privately-owned company until 1986 when KeyStone International, Inc. bought equity in the company. Yarway became a unit of Tyco International Ltd. when Tyco purchased KeyStone in 1997. Yarway's asbestos-related liabilities derive from Yarway's (i) purported use of asbestos-containing gaskets and packing, manufactured by others, in its production of steam valves and traps from the 1920s to 1970s, and (ii) alleged manufacture of expansion joint packing that was allegedly made up of a compound of Teflon and asbestos from the 1940s to the 1970s. Over the past five years, about 10,021 new asbestos claims have been asserted against Yarway, including 1,014 in Yarway's 2013 fiscal year ending March 31, 2013. The Debtor estimated assets and debts in excess of $100 million as of the Chapter 11 filing. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11 case. Logan and Co. is the claims and notice agent. On May 6, 2013, the U.S. Trustee for Region 3, appointed an official committee of asbestos personal injury claimants. The Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale, Chartered, as lead bankruptcy counsel. YRC WORLDWIDE: Authorized Common Shares Hiked to 95 Million ----------------------------------------------------------- YRC Worldwide Inc. held a special meeting of stockholders on March 14, 2014, at which the shareholders: (i) approved the amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock, from 33,333,333 to 95,000,000; and (ii) approved the issuance and sale pursuant to the Sales to certain investors of a number of shares of Common Stock that would result in those investors together beneficially owning greater than 19.99 percent of the total number of issued and outstanding shares of Common Stock and of the outstanding voting power of the Company's securities after that issuance, sale and conversion, in accordance with Nasdaq Listing Rule 5635(b). A full-text copy of the Form 8-K is available for free at: http://is.gd/RVe9nS 20 Million Shares Prospectus Amendment YRC Worldwide amended its registration statement relating to the resale from time to time of up to an aggregate of 20,061,171 shares of the Company's common stock, par value $0.01 per share, by Avenue Funds, Carlyle Funds, HG Vora Special Opportunities Master Fund, Ltd., et al. The Company's Common Stock is traded on the NASDAQ Global Select Market under the symbol "YRCW." On March 13, 2014, the last reported sale price of the Company's Common Stock on the NASDAQ was $22.39 per share. The Company amended the Registration Statement to delay its effective date. A copy of the Form S-3, as amended, is available for free at: http://is.gd/LmX8zl About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. For the year ended Dec. 31, 2013, the Company incurred a net loss of $83.6 million on $4.86 billion of operating revenue as compared with a net loss of $136.5 million on $4.85 billion of operating revenue in 2012. As of Dec. 31, 2013, the Company had $2.06 billion in total assets, $2.66 billion in total liabilities and a $597.4 million total shareholders' deficit. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service has upgraded the Corporate Family Rating for YRC Worldwide Inc. ("YRCW") from Caa3 to B3, following the successful closing of its refinancing transactions. In the Jan. 31, 2014, edition of the TCR, Standard & Poor's Ratings Services said that it raised its ratings on Overland Park, Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc. (YRCW), including the corporate credit rating to 'CCC+' from 'CCC', and removed them from CreditWatch negative, where they were placed on Jan. 10, 2014. "The upgrades reflect YRCW's improved liquidity position and minimal debt maturities as a result of its proposed refinancing," said Standard & Poor's credit analyst Anita Ogbara. YRC WORLDWIDE: Solus Alternative Stake at 8.9% as of March 14 ------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Solus Alternative Asset Management LP and its affiliates disclosed that as of March 14, 2014, they beneficially owned 2,576,095 shares of common stock of YRC Worldwide Inc. representing 8.91 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/teBiB8 About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. For the year ended Dec. 31, 2013, the Company incurred a net loss of $83.6 million on $4.86 billion of operating revenue as compared with a net loss of $136.5 million on $4.85 billion of operating revenue in 2012. As of Dec. 31, 2013, the Company had $2.06 billion in total assets, $2.66 billion in total liabilities and a $597.4 million total shareholders' deficit. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service has upgraded the Corporate Family Rating for YRC Worldwide Inc. ("YRCW") from Caa3 to B3, following the successful closing of its refinancing transactions. In the Jan. 31, 2014, edition of the TCR, Standard & Poor's Ratings Services said that it raised its ratings on Overland Park, Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc. (YRCW), including the corporate credit rating to 'CCC+' from 'CCC', and removed them from CreditWatch negative, where they were placed on Jan. 10, 2014. "The upgrades reflect YRCW's improved liquidity position and minimal debt maturities as a result of its proposed refinancing," said Standard & Poor's credit analyst Anita Ogbara. * Court Reverses Ruling on Swipe Fees in Favor of Banks ------------------------------------------------------- Danielle Douglas, writing for The Washington Post, reported that in a victory for the banking industry, a U.S. appeals court struck down a district court decision that ordered the Federal Reserve to rewrite its rules governing fees that banks collect each time a debit card is swiped. According to the report, the ruling reverses a July decision by U.S. District Court Judge Richard Leon, who said that the central bank set the cap too high under pressure from the banking lobby. The Fed gave banks the thumbs-up to charge retailers as much as 21 cents a transaction, about half the previous 44-cent charge per swipe. Consumers will not feel any immediate impact from the ruling since banks and merchants operated under the Fed's cap throughout the legal battle, the report related. The appeals court decision is a blow to merchants who have fought for nearly four years to limit the interchange fee, or "swipe fee," the report further related. Merchants have argued that consumers are the ultimate victims of these fees because the costs are usually passed on to them in the form of higher prices. "The Fed ignored congressional intent and worked to shield debit card companies and big banks. A self-described victory for the banks usually results in higher costs for consumers," the report cited Mallory Duncan, general counsel for the National Retail Federation, as saying. * Courts in Same State Disagree on Discharging Taxes ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that two federal appellate courts in Massachusetts reached opposite result one day apart on the question of whether taxes owing on late-filed tax returns are discharged, or wiped out, in bankruptcy. According to Mr. Rochelle, on March 7, U.S. District Judge William G. Young in Boston ruled that taxes in late-filed returns aren't wiped out in bankruptcy, citing 2005 amendments to Section 523(a) of the U.S. Bankruptcy Code that defined the word "return." Judge Young rested his decision partly on the reasoning in a January 2012 opinion by Circuit Judge Carolyn King from the U.S. Court of Appeals in New Orleans in McCoy v. Mississippi State Tax Commission. On March 6, the day before Judge Young's decision, a three-judge Bankruptcy Appellate Panel in Massachusetts ruled the opposite, saying that state taxes are discharged so long as the taxpayer files a late return before the state taxing authority assesses taxes, the report related. U.S. Bankruptcy Judge Mildred Caban also relied on the 2005 amendments to Section 523(a). Mr. Rochelle said Judge Caban relied partly on an admission in court by the Massachusetts taxing authority that a late-filed return is nonetheless a return so long as it's filed before the state assesses taxes. Consequently, Judge Caban's opinion may not apply in states where the law is different, Mr. Rochelle noted. Judge Caban also based her opinion on the notion that subsection 523(a)(1)(b)(ii) would be superfluous if late-filed returns were also non-dischargeable, Mr. Rochelle further related. Before the amendment, most courts held that debt on a late-filed return was discharged so long as the return satisfied the so-called Beard test by looking like a tax return, Mr. Rochelle pointed out. Assuming there is a further appeal in one case or the other, the U.S. Court of Appeals for the First Circuit in Boston will decide whether it will follow McCoy and the Fifth Circuit in New Orleans. The case is Gonzalez v. Massachusetts Department of Revenue, 13- 026, U.S. Bankruptcy Appellate Panel for the First Circuit (Boston). * Ill. Court Revives Insurer's Fight With Bankrupt Contractor ------------------------------------------------------------- Law360 reported that an Illinois appeals court has nixed West Bend Mutual Insurance Co.'s default win in a subrogation suit against a bankrupt contractor over property damage caused during construction, holding in an opinion released on March 21 that the contractor couldn't be punished for its former agent and attorney's negligence. According to the report, the appeals court vacated the default judgment against 3RC Mechanical and Contracting Services LLC even though the contractor's former registered agent and attorney, Brian Kocis, never forwarded to his replacement the many notices and motions that West Bend sent. * Individual Keeps Bonus on Conversion to Chapter 7 --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that when individuals start in Chapter 7, convert to Chapter 11, and then reconvert to Chapter 7, courts are split on whether earnings attributable to the Chapter 11 period can be kept by the bankrupts after reconversion to Chapter 7. According to the report, the Bankruptcy Appellate Panel in San Francisco concluded on March 12 that the individual bankrupt can keep income earned during Chapter 11. After a couple reconverted their joint bankruptcy to Chapter 7, the husband received a $100,000 bonus for work he performed while in Chapter 11, the report related. The couple turned the money over to the trustee and immediately sued to get it back. The bankruptcy judge gave the money to the bankrupts, and U.S. Bankruptcy Judge Meredith Jury reached the same conclusion in her opinion for the three-judge appellate panel. There is no explicit answer in the bankruptcy statute, Mr. Rochelle said. Section 1115 of the statue was amended in 2005 to say that money earned by an individual while in Chapter 11 is part of the bankrupt estate, not separate property the individual can keep regardless. On the other hand, Section 348(f)(1)(A) expressly says that earnings while in Chapter 13 go to the bankrupt if the case is converted to Chapter 7. The statute is silent about conversions from Chapter 11 to Chapter 7, Mr. Rochelle noted. The case is Markosian v. Wu (In re Markosian), 13-50778, U.S. Bankruptcy Appellate Panel for the Ninth Circuit (San Francisco). * Individuals Can Keep Earned-Income Tax Credit ----------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a bankruptcy trustee cannot capture an individual's earned-income tax credit in Kansas, using so-called strong-arm powers, the Bankruptcy Appellate Panel in Denver ruled on March 4. According to the report, the federal government and many states enacted the earned-income tax credit where a low-income worker can receive a tax refund larger than taxes paid. U.S. Bankruptcy Judge Thomas R. Cornish, writing for the three- judge appellate panel, said the tax credit is the "largest federal anti-poverty program in the U.S." and is a form of "work-based welfare," the report related. In Kansas, the tax credit is an exempt asset for someone who files bankruptcy, Mr. Rochelle noted. It's not exempt for someone not in bankruptcy. The trustee relied on the strong-arm powers to claim a right to take the tax credit for creditors even though it's exempt property in Kansas, Mr. Rochelle said. The strong-arm power arises from a trustee's hypothetical status as a someone with a judgment lien against the bankrupt. The case is Williamson v. Murray (In re Murray), 13-034, U.S. Bankruptcy Appellate Panel for the Tenth Circuit (Denver). * Judge Tentatively Rules S&P Must Face Deception Claims -------------------------------------------------------- Karen Gullo, writing for Bloomberg News, reported that McGraw Hill Financial Inc.'s Standard & Poor's unit must face California's claims it deceived the state's pension funds in its ratings of mortgage-back securities, a judge said in a provisional ruling. According to the report, California Superior Court Judge Curtis Karnow in San Francisco said he was inclined to deny the company's request to throw out the state's claims of deceptive conduct from a lawsuit alleging S&P violated false-advertising and business practices laws. The state accuses S&P of using "magic numbers" to inflate ratings of mortgage-backed securities bought by the California Public Employees' Retirement System and the state's teacher pension fund, the report related. The funds lost more than $1 billion on the investments, according to the state. S&P is being sued for fraud by the U.S. Justice Department in a separate case in federal court in Santa Ana, California, the report further related. The U.S. accuses the company of lying about its ratings being free of conflicts of interest. The firm has said it provided the same credit ratings as Moody's Corp. and Fitch Ratings on residential mortgage-backed securities and collateralized debt obligations before the credit crisis. The Justice Department has said it may seek as much as $5 billion in penalties for losses to federally insured financial institutions that relied on New York-based S&P's ratings prior to the collapse of the U.S. housing market that wiped out the value of many of the securities, the report added. The state case is California v. McGraw-Hill Cos., CGC 13-528491, California Superior Court (San Francisco). The federal case is U.S. v. McGraw Hill Financial Inc., 13-cv- 00779, U.S. District Court, Central District of California (Santa Ana). * Credit Suisse to Pay $885 Million to Settle FHFA Lawsuits ----------------------------------------------------------- Elena Logutenkova and Jeffrey Vogeli, reported that Credit Suisse Group AG, Switzerland's second-biggest bank, agreed to pay $885 million to settle lawsuits by the Federal Housing Finance Agency over mortgages sold to Fannie Mae and Freddie Mac. According to the report, the company will book a charge of 275 million francs ($312 million) after taxes in the fourth quarter of 2013, resulting in a restatement of results to a net loss of 8 million francs for the period, the Zurich-based bank said. Credit Suisse was among 18 lenders sued by the FHFA in 2011 to recoup losses on about $200 billion in mortgage-backed securities sold to the two government-sponsored companies before the financial crisis, the report related. Nine companies, including JPMorgan Chase & Co., Deutsche Bank AG and UBS AG, have agreed to pay more than $9.2 billion to settle similar lawsuits by FHFA. "It's definitely good for Credit Suisse to have this thing out of the way," the report cited Guido Hoymann, a Frankfurt-based analyst with Bankhaus Metzler, as saying. Chief Executive Officer Brady Dougan in February called mortgage- related litigation one of the bank's two most important legal issues alongside the U.S. investigation into whether it helped Americans evade taxes, the report further related. The company has said the agreement with FHFA resolves the largest mortgage- related investor litigation. * Foundering Retailers Drag Malls Into A Failure Vortex ------------------------------------------------------- Richard Collings, writing for The Deal, reported that legacy brick-and-mortar retailers have floundered since the great recession as consumers snapped their wallets shut, choosing to pare down household debt. And the lingering effects of the recession -- a smaller middle class, chronic long-term unemployment -- seemed to alter consumers' shopping habits. The ease of online bargain-hunting moved shoppers to the Web, perhaps permanently. Even consumers with cash to spend and the time to spend it have forsaken window-shopping in favor of browser-based browsing. "Internet-based retail is not the sole reason for store closings," Joel Schneider, senior vice president of Hilco Real Estate LLC, a unit of Hilco Global that renegotiates leases on behalf of tenants, told The Deal. "As a nation, the U.S. is over-retailed, with retail square footage per capita or per person higher than in other developed countries, so from a supply standpoint there is too much retail real estate in many markets." Backing up Schneider's claim as to retail square footage is a report from Cushman & Wakefield Inc. finding that the U.S. "leads the world in shopping center 'gross leasable area' per capita at nearly 23 square feet per person, well ahead of other countries," the report related. Other countries, such as Canada and the U.K., are reported to have a fraction of the U.S.' retail square footage per capita, in comparison, the report further related. Retail space in the U.S. totals more than 12 billion square feet, including nearly 100,000 shopping centers with a total of 6.8 billion leasable square feet, Cushman found. The result: A profusion of boarded-up stores, "retail space for rent" signs and landlords scrambling for new tenants, the report said. Some of the newly opened space will be taken by retailers and restaurants that have figured out how to prosper amid the new economic reality. Those tenants will demand -- and can afford -- the best locations. The rest will be filled by entities that don't rely on the fickle spending habits of strapped consumers. * No Increase in Number of Low-Rated Junk Companies --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, citing Moody's Investors Service, reports that there will be no increase in the number of companies needing bankruptcy protection. Moody's issued a report saying there are 159 companies with credit ratings of B3 or lower with a negative outlook, or about half of the approximately 300 companies on the list when Moody's first counted in 2009, Mr. Rochelle related. The 159 low-rated companies represent 10.4 percent of all junk-rated companies, Moody's said in its March 21 report. Moody's said that seven companies have been on the low-rated list since inception in 2009. Moody's still predicts that the current junk-default rate of 1.6 percent will decline to 1.4 percent in June before rising to 2.8 percent one year from now, the Bloomberg report further cited. * Christian Bartholomew Joins Jenner & Block DC Office as Partner ----------------------------------------------------------------- Jenner & Block LLP on March 31 disclosed that Christian R. Bartholomew, prominent litigator and former Securities and Exchange Commission (SEC) senior trial counsel, has joined the firm as a partner in its D.C. office. He is a member of the firm's Securities Litigation and Enforcement Practice. Mr. Bartholomew joins a broad-based securities litigation team that is widely recognized as one of the finest in the nation. He offers more than 20 years of experience in handling securities enforcement matters and has successfully resolved numerous securities investigations by the SEC, Department of Justice, Financial Industry Regulatory Authority, and other federal and state regulators enforcement for a broad range of financial institutions and public companies. As a former undefeated SEC trial lawyer with an equally impressive track record in private practice, Christian is also uniquely positioned to handle both regulatory litigation as well as the private litigation that can arise as a result of these investigations. He has a well-earned reputation as a fierce client advocate who brings real trial credibility to the table in negotiations and other dealing with regulators. "With the arrival of Christian, we strengthen our commitment to ensuring that our D.C. office is a destination for handling large, multi-regulator securities investigations and related class actions," said Susan C. Levy, Jenner & Block's managing partner. "We are pleased to have him on the team." From his robust experience representing clients in internal and regulatory investigations regarding sensitive whistleblower allegations, Mr. Bartholomew has emerged as a recognized leader in the area of the SEC's Dodd-Frank whistleblower rules. He has written and spoken extensively on the issue. "We simply could not have found a better fit for us and our clients," said Thomas C. Newkirk, co-chair of the firm's Securities Litigation and Enforcement Practice. "Christian has strong relationships with in-house counsel, company management, regulators and compliance officials. With his experience and presence, we are confident that he will bolster Jenner & Block's position as counsel of choice for bet-the-company litigation." Mr. Bartholomew worked the past nearly three years at Weil, Gotshal & Manges LLP, where he was a partner in Weil's Securities Litigation practice and leader of its SEC enforcement practice in Washington and Miami. From 2000 to 2011, he was a litigation partner at Morgan, Lewis and Bockius LLP, rising to vice chairman of its Securities Enforcement Practice Group. He earlier served for five years as Senior Trial Counsel for the Southeast Regional office of the SEC, where he was undefeated during his tenure, winning several precedent-setting matters. Mr. Bartholomew said, "Jenner & Block is universally recognized as one of America's truly pre-eminent trial law firms. That reputation, and the opportunity to be part of a family of like- minded trial attorneys, and not just litigators, is enormously attractive to me, particularly in light of the increased emphasis that regulators are placing on trying cases. I'm very excited to be a partner at such a firm." About the Firm's Securities Litigation & Enforcement Practice The Firm's deep bench of former government lawyers serves as the foundation for a robust practice that regularly represents clients in SEC and other investigations alleging financial fraud, accounting irregularities, disclosure and internal control deficiencies, insider trading, Ponzi schemes, foreign corrupt practices and other misconduct. As a firm that can pursue claims against accountants, insurance companies and Wall Street, Jenner & Block has the conflicts profile and trial skills of a litigation boutique, with the sophisticated transactional and bankruptcy practice that offers a full range of perspectives on both sides of the docket. Because of the firm's experience suing Wall Street, it frequently represents institutional investors, such as hedge funds, foreign banks and Fortune 500 companies, in claims to recover losses from complex securities and derivatives, including CDOs, ARS and RMBS. It also defends private securities claims, representing public and private companies in class actions, derivative shareholder litigation and tender offer litigation. About Jenner & Block Jenner & Block -- http://www.jenner.com-- is a national law firm with approximately 450 attorneys and offices in Chicago, Los Angeles, New York and Washington, D.C. Celebrating its 100th anniversary in 2014, the firm is known for its prominent and successful litigation practice and experience handling sophisticated and high-profile corporate transactions. Firm clients include Fortune 100 companies, large privately held corporations, financial services institutions, emerging companies and venture capital and private equity investors. In 2013, The American Lawyer magazine named Jenner & Block to the AmLaw A-List of the top 20 law firms in the country, for the second consecutive year and the fifth time overall since the ranking was established a decade ago. The firm also has been named by American Lawyer as the nation's leading pro bono firm in four of the past six years. * William Strong Joins Longford Capital's Litigation Finance Co. ---------------------------------------------------------------- Longford Capital on March 31 disclosed that William H. (Bill) Strong, 61, will join the private investment company specializing in litigation finance as chairman, effective May 1. At that time, Mr. Strong also will be admitted as a partner of Longford Capital Management, LP, and as a member of Longford Investment Group, LLC. A prominent international investment banker, Mr. Strong has worked in the financial services industry for more than 35 years, most recently as a member of Morgan Stanley's Global Management Committee and co-CEO for its Asia Pacific Region, and previously as vice chairman of Investment Banking. During his career, he has advised clients in more than 25 countries involved in capital- raising transactions across all product classes. He has held posts in Chicago, New York, London, and Hong Kong. Mr. Strong is the former chairman of the Board of Trustees of the Chicago Symphony Orchestra Association and serves as a life trustee; he also serves as a trustee of the Newseum, Inc., in Washington, D.C., and as a member of the Global Advisory Board of the Kellogg School of Management of Northwestern University. "I have worked with Bill for over 20 years. He is a superb finance executive and a thoughtful, experienced leader," said Paul J. Finnegan, co-CEO of Madison Dearborn Partners, LLC, a leading private equity firm with aggregate capital of over $13 billion. At Longford Capital, Mr. Strong will spearhead the development of litigation finance as a rapidly growing form of specialty finance. Longford Capital makes equity investments in meritorious, business-to-business legal claims with $25 million to more than $1 billion in controversy. "Bill is one of the most widely respected finance executives in the United States and overseas. His deep grasp of capital markets and trusted relationships within the global banking and investment communities will help us build on our strengths and accelerate the use of litigation finance as a powerful tool for companies involved in litigation. We expect Bill's active leadership to reinforce our position as an innovator in the commercial litigation finance industry," said William P. Farrell, Jr., co-founder and managing director of Longford Capital. "This emerging finance sector will experience significant growth. From an asset class development perspective, litigation finance today is where private equity was in the early 1980s," said Mr. Strong. The demand for litigation finance has continued to grow since it began to gain the attention of corporate law firms and corporate claim owners in the United States less than five years ago. This form of specialty finance is more developed in other jurisdictions, including Australia and the United Kingdom. Longford Capital is among a handful of investment companies in the United States dedicated to commercial litigation finance. "In my experience, commercial litigation finance can be quite beneficial to corporate litigants. I have secured significant trial verdicts for clients that have had the benefit of litigation financing and I wouldn't hesitate to represent a client funded by Longford Capital," stated Barry Ostrager, partner and former longtime chair of the litigation department of Simpson Thacher & Bartlett LLP. "Few, if any, litigation finance firms have the combination of litigation, business, and finance talent that Longford Capital offers. I will be working to expand the platform Longford Capital has already developed to respond to strong market demand for this form of financing," Mr. Strong added. Previously, Mr. Strong served as a member of the Board of Visitors of the United States Military Academy at West Point, New York, having been appointed by President George W. Bush. He was appointed by Indiana Governor Mitchell E. Daniels, Jr. to serve as a trustee of Indiana University; and by the chief executive of the Hong Kong Special Administrative Region, The Hon. Leung Chun-ying, to the Financial Services Development Council in Hong Kong. Mr. Strong is a Certified Public Accountant, a graduate of Purdue University, and earned an MBA degree from Northwestern University's Kellogg School of Management. About Longford Capital Longford Capital -- http://www.longfordcapital.com-- is a private investment company that provides capital for use by companies pursuing meritorious legal claims. Typically, it funds attorneys' fees and other costs necessary to pursue claims in return for a share of a favorable settlement or award. The firm manages a diversified portfolio of legal claims and considers investments in subject matter areas where it has developed considerable expertise, including, business-to-business contract claims, antitrust and trade regulation claims, intellectual property claims (including patent, trademark, copyright, and trade secret), fiduciary duty claims, fraud claims, claims in bankruptcy and liquidation, domestic and international arbitrations, and a variety of others. ********* 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 ***