/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140403.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 3, 2014, Vol. 18, No. 92 Headlines 1250 OCEANSIDE: Creditors Oppose Sun Kona's Bid to Estimate Claim 3600 K AVENUE: Case Summary & 2 Unsecured Creditors ALLY FINANCIAL: Fitch Raises LT Issuer Default Rating to 'BB+' ALLY FINANCIAL: NYSE Delists 7.375% Notes due Dec. 16, 2044 AMERICAN APPAREL: Delays 2013 Form 10-K Over NYSE Noncompliance AMISTAD CHRISTIANA: Voluntary Chapter 11 Case Summary AMIT PROPERTIES: Voluntary Chapter 11 Case Summary ANACOR PHARMACEUTICALS: Reports $84.7 Million Net Income in 2013 ASPEN GROUP: Incurs $1.7 Million Net Loss in Jan. 31 Quarter AVAGO TECHNOLOGIES: Moody's Assigns Ba2 Corporate Family Rating AVIANCA HOLDINGS: Fitch Rates $250MM Unsecured Notes 'B+' BAYFRONT MARINA: Case Summary & 20 Largest Unsecured Creditors BIOFUELS POWER: Director Rich DeGarmo Quits for Personal Reasons BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt BOMBARDIER INC: Fitch Affirms 'BB-' IDR & Rates $1.8BB Notes 'BB-' BON-TON STORES: Declares Cash Dividend of 5 Cents Per Share BOSS KING: Case Summary & 3 Unsecured Creditors BROWNIE'S MARINE: Incurs $788,000 Net Loss in 2013 BROWNSVILLE MD: Plan Solicitation Exclusivity Set to Expire BUDD COMPANY: Former Auto Supplier in Chapter 11 BUDD COMPANY: Bankrupt Former Auto Supplier Has $1.2-Bil. Debt BUDD COMPANY: Wants to Form Retirees Committee BUDD COMPANY: Settles Potential Claims With ThyssenKrupp BUDD COMPANY: Case Summary & 20 Largest Unsecured Creditors BUFFET PARTNERS: Creditors' Panel Hires Munsch Hardt as Attorneys BUFFET PARTNERS: Panel Taps Mesirow as Financial Advisors BUFFET PARTNERS: Creditors' Panel Hires Pachulski Stang as Counsel BUFFET PARTNERS: Court Approves Brookwood as Investment Banker CAESARS ENTERTAINMENT: Gets Partial OK for Resort in South Korea CALYPTE BIOMEDICAL: Authorized Common Shares Hiked to 2.4-Bil. CAPROCK OIL: MaloneBailey LLP Raises Going Concern Doubt CEREPLAST INC: Court Approves Chapter 7 Liquidation CEREPLAST INC: Files Amended Application to Hire Austin as Counsel CHAMPION INDUSTRIES: Number of Directors Fixed at Seven CHANNEL CONSTRUCTION: Case Summary & 29 Top Unsecured Creditors CLUBCORP CLUB: S&P Affirms 'B+' CCR & Cuts Sr. Debt Rating to 'B+' COASTLINE INVESTMENTS: Files Schedules of Assets and Liabilities COGENT COMMUNICATIONS: Moody's Affirms 'B3' Corp. Family Rating COGENT COMMUNICATIONS: S&P Assigns 'B-' Rating to $200MM Sr. Notes COMMUNITY HEALTH: Case Summary & 20 Largest Unsecured Creditors COMMUNITY MEMORIAL: Seeks Approval to Sell Mackinaw Property COMPETITIVE TECHNOLOGIES: Seeks to Void Former CFO's Actions COPYTELE INC: Incurs $3.6 Million Net Loss in Jan. 31 Quarter CROSSOVER FINANCIAL I: Court Confirms Reorganization Plan CROWN CASTLE: Fitch Rates New $500MM Sr. Unsecured Notes 'BB-' CROWN CASTLE: Moody's Rates $500MM Senior Unsecured Notes 'B1' CROWN CASTLE: S&P Assigns BB- Rating to $500MM Sr. Unsecured Notes DELTA AIR LINES: U.S. Supreme Court Backs Frequent-Flier Programs DEMCO INC: Sec. 341 Creditors' Meeting on June 23 DJA CORP: Case Summary & 12 Unsecured Creditors DOLAN COMPANY: Obtains Interim Approval of Stock Trading Protocol DOLAN COMPANY: Seeks to Employ Kirkland & Ellis as Counsel DOLAN COMPANY: Can Employ Kurtzman Carson as Claims & Admin. Agent DOLAN COMPANY: Employs Pachulski as Local Delaware Counsel DOME PETROCHEMICAL: Case Summary & 12 Unsecured Creditors ECOSPHERE TECHNOLOGIES: Reports $19.2 Million Net Income in 2013 EDGENET INC: Former Owner Wants Investigation Period Extended EFUSION SERVICES: Court Approves Powell Theune as Counsel EFUSION SERVICES: April 10 Evidentiary Hearing on Case Dismissal ELBIT IMAGING: Gamida Receives Acquisition Proposal ELBIT IMAGING: Fails to Comply with NASDAQ's $1 Bid Price Rule ELEPHANT TALK: Delays Form 10-K for 2013 ELITE PHARMACEUTICALS: Board Classified Into 3 Classes ELITE PRECISION: Case Summary & 11 Unsecured Creditors EMPIRE RESORTS: Incurs $27 Million Net Loss in 2013 EMPRESAS OMAJEDE: BPPR Says Plan Outline Should be Rejected ENERGY FUTURE: Owners May Almost Walk Away from Company ERF WIRELESS: CFO Richard Royall Resigns, Replacement Named EVERYWARE GLOBAL: S&P Puts 'B' CCR on CreditWatch Negative EXIDE TECHNOLOGIES: Wells Fargo Opposes Hiring of MCAM FINJAN HOLDINGS: Unit Issued Patent for Mobile Code Protection FIRED UP: Seeks Approval to Use Cash Collateral FIRED UP: Rejecting Leases for 15 of 19 Closed Restaurants FIRED UP: 31% of Suppliers Identified as Critical Vendors FIRST WIND: Moody's Assigns B3 Rating to $75MM Sr. Secured Notes FLETCHER INT'L: Mass. Pension Fund Sues Founder for Fraud FOREST OIL: Liquidity Position No Impact on Moody's 'B3' CFR FREESEAS INC: RBSM LLP Raises Going Concern Doubt GENERAL MOTORS: CEO Barra Learned Late About Faulty Switches GENERAL MOTORS: Senators Challenge Barra, Push for Faster Change GLOBAL EAGLE: Rose Snyder & Jacobs Raises Going Concern Doubt GLOBAL GEOPHYSICAL: Wins Interim Approval of 1st Day Motions GLOBAL GEOPHYSICAL: DIP Loan Has Interim Okay; TPG Declares War GLOBAL GEOPHYSICAL: Has Prime Clerk as Claims Agent GOOD SAMARITAN: S&P Revises Outlook on 'B+' Rating to Negative GORDON STREET APARTMENTS: Voluntary Chapter 11 Case Summary GREEN FIELD: Tucson Embedded Objects to Sealing of Examiner Report GREEKTOWN HOLDINGS: Suspending Filing of Reports with SEC GREENE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors HERON LAKE: Reports $5.9 Million Net Income in Jan. 31 Quarter HERCULES OFFSHORE: Selling $300 Million Senior Notes Due 2022 HOMESTEAD AT WHITEFISH: Case Summary & 15 Unsecured Creditors HOT DOG ON A STICK: Court Approves Information Access Protocol HOT DOG ON A STICK: Can Hire Rust Omni as Claims Noticing Agent HOUSTON REGIONAL: April 11 Conference in Astros Appeal ID PERFUMES: Grants GAB Exclusive License to "Adam Levine" IMAGEWARE SYSTEMS: Incurs $9.8 Million Net Loss in 2013 IN PLAY MEMBERSHIP: To Present Plan for Confirmation April 28 INDUSTRIAL ENTERPRISES: Plan Hinges on Litigation Recoveries INTERFAITH MEDICAL: Court Expands Scope of Ernst & Young's Work JEH COMPANY: Sells Two 2010 Ford Focus Vehicles JEH COMPANY: Mercedes-Benz Financial Objects to Plan K ANTHONY INC: Case Summary & 16 Unsecured Creditors KIDSPEACE CORP: U.S. Trustee Opposes Executive Bonuses under Plan LANDSTAR ENTERPRISES: Voluntary Chapter 11 Case Summary LAS VEGAS SANDS: Fitch Assigns 'BB+' Issuer Default Rating LINDSAY GENERAL: Creditors to Have 70% of GetAutoInsurance.com LONGVIEW POWER: S&P Assigns 'B' Rating to $150MM Credit Facility LPATH INC: Incurs $6.5 Million Net Loss in 2013 LSP MADISON: Moody's Affirms 'Ba2' Senior Secured Term Debt LTI HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating MARANI BRANDS: Bodie Investment Stake 9.8% as of March 18 MATRIX ASSET: To Delist Shares; Expresses Going Concern Doubt MERIDIAN SUNRISE: Giving a Debtor a Big Club Against Lenders METROGAS SA: Discloses ARS256-Mil. Income for 2103 MOBIVITY HOLDINGS: Completes Acquisition of SmartReceipt MONTREAL MAINE: Firm Barred from Representing Victims' Panel MORNINGSTAR MARKETPLACE: Court Okays Smigel Anderson as Attorney MOTORSPORT RANCH: Court Dismisses Chapter 11 Case MOUNT SAINT MARY: Moody's Affirms 'Ba2' Bond Rating; Outlook Neg. MT. GOX: U.S. Judge Orders Founder to Dallas NAUSETPOINT CORP: Case Summary & 20 Largest Unsecured Creditors NAVISTAR INTERNATIONAL: Plans to Offer $350MM Convertible Notes NCFO BUILDING: Case Summary & 20 Largest Unsecured Creditors NORTEK INC: S&P Affirms 'B' CCR & Rates $350MM Sr. Loan 'BB-' NORTH ADAMS REGIONAL: State Officials Working to Reopen Facility NUVILEX INC: Incurs $458,700 Net Loss in Jan. 31 Quarter OREMEX SILVER: Delays Filing of Financial Statements; Seeks MCTO ORIANA TECHNOLOGIES: Vector Collects on Notes Receivable PA ENTERTAINMENT: Case Summary & 15 Largest Unsecured Creditors PITT PENN: Court Approves Electronic Balloting Procedures PLANDAI BIOTECHNOLOGY: Amends Report on Accountant Resignation PVR PARTNERS: Moody's Hikes Rating on Sr. Unsecured Notes to B1 QUANTUM FOODS: Can Hire Winston & Strawn as Chapter 11 Counsel QUANTUM FOODS: Hires FTI to Provide CRO and Support Personnel QUANTUM FOODS: Court Okays Young Conaway as Delaware Co-Counsel QUANTUM FOODS: Gets Court Approval to Hire BMC as Claims Agent QUANTUM FOODS: Has Final Authority to Tap $60 Million Crystal Loan QUIZNOS CORP: 7 Members Appointed to Creditors' Committee RAY FISHER PHARMACY: Case Summary & 20 Top Unsecured Creditors REGENCY OF BOROUGH: Case Summary & 20 Largest Unsecured Creditors RIVIERA HOLDINGS: In Talks With Lenders Over Default SALINAS INVESTMENTS: Case Summary & 14 Unsecured Creditors SANUWAVE HEALTH: Closes $10MM Private Placement Led By RA Capital SCIENTIFIC LEARNING: Noel Moore Stake at 7.7% as of Dec. 31 SCRUB ISLAND: Hearing on Plan Outline on April 14 SEARS HOLDINGS: Incurs $1.4 Billion Net Loss in 2013 SECUREALERT INC: Acquires Israel-Based GPS Surveillance System SESAC HOLDCO: Moody's Rates $115MM First Lien Term Debt 'B2' SMOKEY MOUNTAIN: Sec. 341 Creditors' Meeting Today STELERA WIRELESS: UST Names 2-Member Equity Committee STHI HOLDINGS: Moody's Places B2 CFR on Review for Downgrade TEAM NATION: Suspending Filing of Reports with SEC TRUVEN HEALTH: Moody's Lowers Corp. Family Rating to 'B3' TRUVEN HEALTH: S&P Affirms 'B' CCR & Lowers Debt Rating to 'B' TUSCANY INTERNATIONAL: Can Proceed with May 2 Auction of Assets UNITED EQUITY: Case Summary & 11 Unsecured Creditors UNIVERSAL HOSPITAL: S&P Lowers Corp. Credit Rating to 'B' USG CORP: To Redeem Remaining $75 Million Convertible Notes VIGGLE INC: To Effect a 1-for-80 Reverse Stock Split VISCOUNT SYSTEMS: Obtains $750,000 From Private Placement WALNUT BUSINESS: Voluntary Chapter 11 Case Summary WEST FLORIDA RECYCLING: Case Summary & 20 Top Unsecured Creditors WILDCAT APARTMENTS: Voluntary Chapter 11 Case Summary WJO INC: Sec. 341 Creditors' Meeting Set for April 14 YOSHI'S SAN FRANCISCO: Sec. 341 Creditors' Meeting on April 21 YRC WORLDWIDE: Marc Lasry Stake at 25.5% as of March 14 * Coldwell to Auction Virginia Equestrian Estate on April 26 * Computershare Acquires SG Vestia Systems * Encore Capital Closes Acquisition of Interest in Grove Capital * KCC Recognized as Best Claims Administrator by ALM * Walter F. Benenati Among OBJ's Top Bankruptcy Law Firms * Recent Small-Dollar & Individual Chapter 11 Filings ********* 1250 OCEANSIDE: Creditors Oppose Sun Kona's Bid to Estimate Claim ----------------------------------------------------------------- A group of creditors asked U.S. Bankruptcy Judge Robert Faris to deny the request of Sun Kona Finance I, LLC to estimate its claim at $627 million for the purpose of confirming the Chapter 11 plan of 1250 Oceanside Partners. The group led by the trustees of The William and Virginia Batiste Revocable Trust questioned the validity of the claim, saying the transactions which form the basis for the claim are "highly unusual and irregular." "The court must find for the purposes of plan confirmation that [Sun Kona] does not have a secured claim," the group said, adding that any claim the company does have is much less than the $627 million that is stated in its claim. In October last year, the Batiste-led group filed two separate cases against Sun Kona. The first case seeks to reclassify Sun Kona's claim as an equity interest in Oceanside, disallow or subordinate it to unsecured claims. The other case alleges that, as general partner of Oceanside, Sun Kona should be held liable for all of the debts of Oceanside. Meanwhile, Oceanside believes it is not necessary to estimate the claim at such amount for purposes of confirmation. It urged the court to determine that Sun Kona, for confirmation purposes, has a claim against the company in an amount at least equal to $357 million and, on that basis, approve the proposed plan. The Batiste creditors are represented by: A. Bernard Bays, Esq. Michael Carroll, Esq. Christian Chambers, Esq. Bays Lung Rose & Holma Topa Financial Center 700 Bishop Street, Suite 900 Honolulu, Hawaii 96813 Tel: (808) 523-9000 E-mail: abb@legalhawaii.com mcarroll@legalhawaii.com cchambers@legalhawaii.com About 1250 Oceanside Partners 1250 Oceanside Partners, Front Nine, LLC, and Pacific Star Company, LLC, owners of the 1,800-acre Hokuli'a luxury real estate development near Kona on the island of Hawaii, sought Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6, 2013, in Honolulu. The Debtors were formed by developer Lyle Anderson and were part of his development "empire", which included developments in Hawaii, Arizona, New Mexico and Scotland. The secured lender, Bank of Scotland, declared a default and obtained control of the Debtors in January 2008. Development of the property, which has 3.5 miles of waterfront on the Kona coast, stopped after the developers were declared in default under the loan. Oceanside and Front Nine own most of the land within the Hokuli'a project, which is the principal development. Pacific Star owns the land referred to as "Keopuka", near Hokuli'a. The Hokuli'a was to have 730 residential units, an 18-hole golf course, club and other amenities. The Debtors say their assets are worth $68.1 million while they are jointly liable to $625 million of debt to Sun Kona Finance LLC, which acquired the Hawaii loan from Bank of Scotland. Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in its restructuring effort. They replaced the law firm of Gelber, Gelber & Ingersoll as general counsel. 1250 Oceanside Partners, its affiliates and lender Sun Kona Finance I LLC, won court approval of the disclosure statement explaining a reorganization plan that would turn over ownership to its secured lender. Sun Kona would provide a $65 million exit facility to help make payments under the plan and to fund the reorganized company when it leaves court protection. The Bankruptcy Court will convene a hearing commencing April 2, 2014, at 9:30 a.m., to consider confirmation of the Third Amended Plan co-proposed by the Debtor and Sun Kona. A creditors committee has not been appointed. James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi & Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel. 3600 K AVENUE: Case Summary & 2 Unsecured Creditors --------------------------------------------------- Debtor: 3600 K Avenue, Ltd. 3600 K Avenue Plano, TX 75074 Case No.: 14-40711 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Email: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth Kercher, president of general partner. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb14-40711.pdf ALLY FINANCIAL: Fitch Raises LT Issuer Default Rating to 'BB+' -------------------------------------------------------------- Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The Rating Outlook is Stable. Key Rating Drivers The rating upgrades reflect increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). The upgrades also incorporate Ally's improved performance under the Federal Reserve's most recent DFAST stress test as compared to last year. The Stable Outlook reflects Fitch's view that while Ally has addressed a number of structural and organizational challenges facing the company over the last several years, it still remains exposed to potential challenges in its operating environment. For example, addressing the ResCap litigation and the U.S. government's large ownership position while meaningfully increasing the amount of deposit funding are all key milestones that have supported upward rating momentum, but normalizing asset quality performance, below-average profitability, and deposit sensitivity in a rising rate environment all limit the likelihood of additional upward rating momentum over the Outlook horizon. Profitability has gradually improved over the last several years, supported by strong loan and lease originations and expanding margins. However, results remain lackluster and below industry peers. Fitch expects operating performance to continue to improve in 2014, supported in part by economic growth, further improvement in the U.S. labor market, stable credit performance and incremental margin expansion. Furthermore, Fitch expects Ally's management team to remain focused on reducing non-interest expenses as the company rationalizes its cost structure to reflect its new strategic focus as a domestic auto lender, after the sale of its international auto lending operations to General Motors Financial Company in 2013. Retail auto net charge-offs increased to 80 basis points (bps) in 2013, up 4bps year over year, but remained well below historical levels. Fitch expects credit performance will continue to normalize, driven primarily by a portfolio mix shift and loan seasoning although the credit environment is expected to remain fairly benign over the near term. Ally's deposit platform, Ally Bank, is a key strategic asset which has enabled the company to lower its cost of funds and more effectively compete in the market. That said, Fitch expects Ally to continue to utilize a diverse mix of funding sources while maintaining its investor relationships across various debt markets (e.g. unsecured debt markets, securitizations, bank loans). Fitch views this strategy positively as it reduces concentration risk and provides more funding flexibility in the event that wholesale funding sources (securitization and public debt markets) dry up or become cost prohibitive, or if the online deposit platform experiences material outflows in a rising interest rate environment. Ally maintains adequate liquidity with $19.2 billion of total consolidated liquidity at year-end 2013. This compares to unsecured debt maturities of $10.7 billion over the next two years. At the parent company, Ally had $13.3 billion of total liquidity including $6.5 billion of committed unused capacity on its credit lines, which compares to estimated unsecured debt maturities of $10.1 billion over the next two years. Fitch views unused credit line capacity as potentially less reliable than cash or high-quality liquid assets, given that it generally requires eligible assets to collateralize incremental funding. Fitch believes the amount of eligible assets could be reduced during a period of market stress, thereby impacting the company's liquidity position. Fitch believes Ally's current liquidity position is adequate and, when combined with future asset paydowns, provides sufficient sources to fund new loan originations and meet its debt obligations at least through 2015. That said, Fitch would view an improvement in core holding company liquidity (cash and high- quality liquid assets) relative to holding company debt positively. Ally remains well capitalized, as reflected by Basel I Tier I capital and Tier I common ratios of 11.8% and 8.8%, respectively, as of Dec. 31, 2013. The company estimates that the impact of enhanced Basel III capital requirements on its Tier 1 common ratio would be between 20bps and 40bps. Fitch views the company's capital position as adequate given the risk profile of its balance sheet. Rating Sensitivities Fitch's Stable Outlook reflects the view that positive rating momentum is limited over the next 12-24 months. Longer term, however, positive ratings momentum could potentially be driven by further improvements in profitability and operating fundamentals, measured growth in the currently competitive lending environment and additional actions to further enhance funding and liquidity sources while maintaining strong capital levels at both the parent and operating company levels. In particular, the durability of the internet-based deposit platform in a rising rate environment will be a key determinant in evaluating the strength of Ally's funding profile. A material decline in profitability or asset quality, reduced capital and liquidity levels, an inability to access the capital markets for funding on reasonable terms, and potential new and more onerous rules and regulations are among the drivers that could generate negative rating momentum. The rating actions are as follows: Ally Financial Inc. -- Long-term IDR upgraded to 'BB+' from 'BB'; -- Senior unsecured debt upgraded to 'BB+' from 'BB'; -- Viability rating upgraded to 'bb+' from 'bb'; -- Perpetual preferred securities, series A upgraded to 'B' from 'B-'; -- Short-term IDR affirmed at 'B'; -- Short-term debt affirmed at 'B'; -- Support rating affirmed at '5'; -- Support Floor affirmed at 'NF'. GMAC Capital Trust I -- Trust preferred securities, series 2 upgraded to 'B+' from 'B'. The Rating Outlook is Stable. ALLY FINANCIAL: NYSE Delists 7.375% Notes due Dec. 16, 2044 ----------------------------------------------------------- The New York Stock Exchange LLC filed a Form 25 with the U.S. Securities and Exchange Commission to remove from listing 7.375 percent Notes due Dec. 16, 2044, of Ally Financial Inc. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. As of Dec. 31, 2013, the Company had $151.16 billion in total assets, $136.95 billion in total liabilities and $14.20 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the Dec. 17, 2013, edition of the TCR, Fitch Ratings upgraded Ally Financial's long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB' from 'BB-'. The upgrade of Ally's ratings follows the approval of Residential Capital LLC's (ResCap's) bankruptcy plan by the Bankruptcy Court releasing Ally from all ResCap related claims, which combined with the recent mortgage settlements with the FHFA and the FDIC, essentially removes any mortgage-related contingent liability to Ally. As reported by the TCR on Dec. 23, 2013, Moody's Investors Service upgraded the corporate family rating (CFR) of Ally Financial Inc. to Ba3 from B1. The upgrade of Ally's corporate family rating follows the U.S. Bankruptcy Court's approval of ResCap LLC's (unrated) Chapter 11 plan, which releases Ally from mortgage- related creditor claims originating from its ownership of ResCap. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. AMERICAN APPAREL: Delays 2013 Form 10-K Over NYSE Noncompliance --------------------------------------------------------------- American Apparel, 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 is in the process of preparing its plan of compliance in response to the letter the Company received from NYSE MKT LLC indicating that the Company is not in compliance with the continued listing standards of the NYSE MKT set forth in Section 1003(a)(iv) of the NYSE MKT LLC Company Guide. As previously disclosed, in order to maintain its listing, the Company must submit the plan of compliance by March 21, 2014, addressing how it intends to regain compliance with Section 1003(a)(iv) of the Company Guide by April 15, 2014, and management has devoted considerable resources to the development of the Plan of Compliance. The Company is also actively pursuing several possible financing alternatives as a means to increase the Company's available cash to fund debt service requirements and operational needs. Also, as previously disclosed, the Company is engaged in discussions with Capital One Business Credit Corp. (fka Capital One Leverage Finance Corp.) with respect to a waiver of the Company's noncompliance with, and event of default resulting from such noncompliance with, certain financial maintenance covenants under its credit facility with Capital One Business Credit Corp. for the fourth quarter of 2013 and an amendment to the Capital One Credit Facility that would reset such covenants going forward. "The foregoing matters have had an adverse impact on the Company's ability to timely complete its Annual Report," the Company said in the regulatory filing. "The Company's staff and resources have been substantially committed to developing the Plan of Compliance and seeking financing alternatives, including its discussions with Capital One Business Credit Corp. In addition, any financing transaction or amendment and waiver with respect to the Capital One Credit Facility, depending on whether or not it were completed and the terms thereof, would impact the Company's financial statements disclosures as of and for the year ended December 31, 2013 and other information required to be disclosed in the Annual Report." The Company said it would use the net proceeds from any that financing transaction to fund the Company's near-term interest payments on certain of its indebtedness, including the April interest payment on its senior secured notes, and other liquidity needs. "In light of the foregoing, the process of completing the financial statements and the related information required to be included in the Annual Report could not be completed by the scheduled filing deadline for the Annual Report," the Company tells the Commission. Net sales for the year ended Dec. 31, 2013, are estimated at $634 million, an increase of 3 percent from $617 million for the year ended Dec. 31, 2012. Net loss for the year ended Dec. 31, 2013, is estimated at $105 million as compared with $37 million for the year ended Dec. 31, 2012, primarily as a result of a loss on extinguishment of debt related to the Company's April 2013 refinancing, mark-to-market adjustments on the warrants, and added costs associated with the new distribution center. As a result of the net loss for 2013, stockholders' deficit as of Dec. 31, 2013, is estimated at $76 million, as compared with stockholders' equity of $22 million as of Dec. 31, 2012. Additional information is available for free at: http://is.gd/h3WPhI About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. The Company incurred a net loss of $37.27 million in 2012, as compared with a net loss of $39.31 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $332.93 million in total assets, $389.12 million in total liabilities and a $56.19 million total stockholders' deficit. * * * As reported by the Troubled Company Reporter on Feb. 26, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'CCC' from 'B-' on Los Angeles-based American Apparel Inc. The outlook is developing. The Troubled Company Reporter, on Nov. 21, 2013, reported that American Apparel Inc. had its corporate family rating cut one level to Caa2 by Moody's Investors Service. The clothing retailer's probability of default was also lowered one level and the outlook is negative. AMISTAD CHRISTIANA: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Amistad Cristiana Inc dba Centro De Adoracion Amistad Cristiana 1147 Skyline Road Dale, TX 78616 Case No.: 14-10504 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Hon. Christopher Mott Debtor's Counsel: Frank B. Lyon, Esq. FRANK B. LYON-ATTORNEY AT LAW Two Far West Plaza #170 3508 Far West Blvd. Austin, TX 78731 Tel: 512-345-8964 Fax: 512-697-0047 Email: franklyon@me.com Estimated Assets: $2.50 million Estimated Liabilities: $1.80 million The petition was signed by Pastor Victor Flores, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. AMIT PROPERTIES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Amit Properties, LLC P.O. Box 3117 Corpus Christi, TX 78463 Case No.: 14-20151 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Hon. Richard S. Schmidt Debtor's Counsel: Ralph Perez, Esq. CAVADA LAW OFFICE 4646 Corona Dr., Ste. 165 Corpus Christi, Tx 78411 Tel: 361-814-6500 Fax: 361-814-8618 Email: ralph.perez@cavadalawoffice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gadi Shushan, member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. ANACOR PHARMACEUTICALS: Reports $84.7 Million Net Income in 2013 ---------------------------------------------------------------- Anacor Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $84.76 million on $17.22 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $56.08 million on $10.74 million of total revenues during the prior year. The Company incurred a net loss of $47.94 million in 2011. The Company's balance sheet at Dec. 31, 2013, shows $172.16 million in total assets, $50.73 million in total liabilities and $121.43 million in total stockholders' equity. Ernst & Young LLP, in Redwood City, California, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. As reported in the TCR on Mar 25, 2013, Ernst & Young LLP, in Redwood City, California, in its report on the Company's financial statements for the year ended Dec. 31, 2012, expressed substantial doubt about the Company's ability to continue as a going concern, citing the Company's recurring losses from operations and its need for additional capital. A copy of the Form 10-K is available for free at: http://is.gd/mynnGp About Anacor Pharmaceuticals Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds - tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. * * * This concludes the Troubled Company Reporter's coverage of Anacor Pharmaceuticals until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. ASPEN GROUP: Incurs $1.7 Million Net Loss in Jan. 31 Quarter ------------------------------------------------------------ Aspen Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.72 million on $1 million of revenues for the three months ended Jan. 31, 2014, as compared with a net loss of $1.03 million on $831,562 of revenues for the same period during the prior year. For the nine months ended Jan. 31, 2014, the Company reported a net loss of $4.22 million on $2.81 million of revenues as compared with a net loss of $4.05 million on $2.25 million of revenues for the same period a year ago. As of Jan. 31, 2014, the Company had $3.67 million in total assets, $5.29 million in total liabiities and a $1.62 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/LKZD0R About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. The Company reported a net loss of $6.01 million on $2.68 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $2.13 million on $2.34 million of revenues during the prior year. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the transition period ending April 30, 2013. The independent auditors noted that the Company has a net loss allocable to common stockholders and net cash used in operating activities for the four months ended April 30, 2013, of $1,402,982 and $918,941, respectively, and has an accumulated deficit of $12,740,086 at April 30, 2013. These matters raise substantial doubt about the Company's ability to continue as a going concern. AVAGO TECHNOLOGIES: Moody's Assigns Ba2 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service assigned ratings to Avago Technologies Finance Pte. Ltd's, including a Ba2 Corporate Family Rating ("CFR") and Ba1 to the new senior secured facilities. Moody's also withdrew the Baa3 Issuer Rating. The outlook is stable. These actions close the ratings review opened December 16, 2013. Ratings Rationale "Avago's opening leverage of about 5x LTM February 2014 EBITDA (Moody's adjusted, including parent debt), is high relative to similarly-rated semiconductor firms, although rapid deleveraging is anticipated from debt reduction and profit expansion" noted Terry Dennehy, Senior Analyst at Moody's Investors Service. "As well, the acquisition of LSI Corp. will diversify Avago's revenue streams into the storage market". Avago will extend its product base further into the growing datacenter market. Like Avago, LSI has a portfolio of largely proprietary products, most with product lifecycles of several years or more, which adds predictability to revenues and the fab-lite manufacturing model lessens the impact of business cycles on free cash flow. Avago has operated with a relatively low cost structure, and will seek to implement those cost controls on LSI operations as the basis for the improved profits. Due to the scale and breadth of LSI's operations and the significant differences in operating cost structures, Moody's believe that the LSI integration will be challenging, particularly as Avago integrates the engineering teams. Nevertheless, Avago's management team does have some background, given its prior experience reducing Avago's cost base following its late 2005 leveraged buyout. The Ba1 rating of the Senior Secured debt reflects the collateral, the upstream guarantees from operating subsidiaries, the $1 billion of structurally subordinated convertible debt at the parent holding company and the cushion of unsecured liabilities at the operating subsidiaries. The stable outlook reflects our expectation that Avago will integrate LSI without significant operational disruption, incurring integration costs of about $110 million and will achieve annual cost synergies of at least $140 million. Due to the integration costs and limited required amortization, Moody's expect deleveraging over the next year primarily through EBITDA growth, with debt to EBITDA (Moody's adjusted) declining toward 3.5x by mid to late 2015 as cost synergies are realized, a level which is more in-line with similarly-rated peers. The ratings could be upgraded if Avago has successfully integrated LSI as evidenced by Avago's gross margin and EBITDA margin (Moody's adjusted) sustained in the 50s and 30s percent level, respectively. Moody's would also expect for Avago to direct Free Cash Flow ("FCF") to debt reduction such that debt to EBITDA declines to below 2.5x on a sustained basis, with some further deleveraging anticipated. The rating could be downgraded if the integration of LSI lacks significant progress, as evidenced by realized cost synergies below $100 million or a material operational disruption, or if revenues are growing less than mid-single digits percent annually. The rating could also be downgraded if Avago is not on-course to reduce debt to EBITDA (Moody's adjusted) to below 4x over the next year. Assignments: Issuer: Avago Technologies Finance Pte. Ltd. Senior Secured Bank Credit Facility, Assigned Ba1 Senior Secured Bank Credit Facility, Assigned Ba1 Senior Secured Bank Credit Facility, Assigned a range of LGD3, 37 % Senior Secured Bank Credit Facility, Assigned a range of LGD3, 37 % Probability of Default Rating, Assigned and Reinstated to Ba2-PD Speculative Grade Liquidity Rating, Assigned and Reinstated to SGL-1 Corporate Family Rating, Assigned and Reinstated to Ba2 Outlook Actions: Issuer: Avago Technologies Finance Pte. Ltd. Outlook, Changed To Stable From Rating Under Review Withdrawals: Issuer: Avago Technologies Finance Pte. Ltd. Issuer Rating, Withdrawn , previously rated Baa3 Avago Technologies Finance Pte. Ltd, co-headquartered in San Jose, California and Singapore, designs, develops, manufactures and sells a broad array of analog/mixed-signal semiconductor components for wireless communications, storage, wired infrastructure, and industrial and automotive electronics. The principal methodology used in this rating was Global Semiconductor Industry Methodology published in December 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. AVIANCA HOLDINGS: Fitch Rates $250MM Unsecured Notes 'B+' --------------------------------------------------------- Fitch Ratings has assigned a long-term rating of 'B+'/RR5 to Avianca Holdings S.A.'s unsecured notes reopening of up to USD250 million due in 2020. These notes will have terms and conditions identical to the USD 300 million Notes issued in 2013 rated by Fitch. The company expects to use the proceeds to general corporate purposes, including financing its capital expenditures program. Fitch currently rates Avianca Holdings and its subsidiaries as follows: Avianca Holdings S.A. (Avianca Holdings): -- Long-term Issuer Default Rating (IDR) 'BB-'; -- Long-term local currency IDR 'BB-'; -- USD300 million unsecured notes due in 2020 'B+/RR5'. Aerovias del Continente Americano S.A. (Avianca): -- Long-term IDR 'BB-'; -- Long-term local currency IDR 'BB-'. Grupo Taca Holdings Limited (Grupo Taca): -- Long-term IDR 'BB-'. Avianca Holdings' IDRs reflect its important regional market position as the leading carrier in Colombia and Central America; geographic diversification; stable EBITDAR margins; high gross adjusted leverage, and adequate liquidity. The ratings also consider the vulnerability of the company's cash flow generation to higher fuel prices and the inherent risks of the airline industry, balanced by the carrier's ability to maintain margins based on the leader position in the markets where it operates. The ratings incorporate the company's substantial fleet renewal plan and its expected impact in the company's competitive market position, margins, financial leverage and free cash flow. The company's credit profile is viewed as weak for the rating category. The 'B+/RR5' rating for the company's unsecured notes incorporate the subordination of the company's unsecured notes with respect to significant levels of secured debt, and below average recovery prospects in the event of default. The unsecured notes are co-issued by Avianca Holdings SA, Grupo TACA Ltd, and Avianca Leasing LLC. The Stable Outlook reflects expectations that Avianca Holdings will expand its operations and withstand competitive pressure while keeping its credit profile stable. Key Rating Drivers Solid Regional Market Position, Stable Margins Positively Incorporated, Avianca Holdings has a dominant market position in Colombia's airline market, which is the third most important in the region after Brazil and Mexico. Colombia's domestic and international passenger segments are estimated at approximately 17 million and 8 million, respectively, of passengers transported in 2013. The company's Colombia domestic market and intra home markets (including Colombia, Peru, Ecuador, El Salvador, Costa Rica and Guatemala) are 56% and 67%, respectively. The company's market share in Peru's domestic market is around 14%. EBITDAR margins are expected to be around 17%. Avianca Holdings' financial performance remained stable the last three years when compared with other regional players that have reached material deterioration in margins during the same period. This situation reflects the company's pricing power - from its solid business position in its main markets - and its capacity to transfer part of increases in costs. The company's EBITDAR and EBITDAR margin were USD828 million and 18%, respectively, which positively compares with levels of USD543 million and 14.3% in 2011. Adequate Business Diversification Avianca Holdings' business model combines operations in Colombia, Central America, and South America, which allows the company to rotate capacity according to market conditions. Its geographic diversification allows the company to maintain consistently solid load factors of around 80% during the last three years, ended in December 2013. The company's business diversification is viewed as adequate with international passengers, domestic passengers, cargo operations, and the loyalty program segments representing approximately 61.4%, 22.4%, 10.9%, and 5.3% of the company's total revenues. The company's business diversification is not expected to materially change in the short to medium term. Weakening Liquidity Driven by Exposure to Venezuela The company's liquidity position has deteriorated during the last quarters as a result of an increase in its cash position related to Venezuelan operations. By the end of Dec. 31, 2013 the company's total cash position was a USD735 million, which includes a total cash trapped in Venezuela of around USD297 million or 40% of the company's total cash. Although the company has announced recently that it is executing a major reduction of its operations in Venezuela, the capacity and timing to repatriate the cash in Venezuela remains unclear. For the purpose of the company's liquidity analysis Fitch is not considering the cash in Venezuela. With this consideration, Avianca Holdings S.A.'s adjusted cash position (USD439 million) to LTM revenues (USD4.6 billion) ratio is estimated at 9.5%. The ratings incorporated the view that the company will maintain a cash position (excluding Venezuela exposure) consistently above 9% during 2014. In addition, the company faces debt payment of USD314 million and USD265 million due during 2014 and 2015, respectively, which will be refinanced. High Adjusted Gross Leverage The ratings are constrained by the company's high adjusted leverage. The company had approximately USD4.2 billion in total adjusted debt at the end of December 2013. This debt consists primarily of USD2.3 billion of on-balance-sheet debt, most of which is secured, and an estimated USD1.9 billion of off-balance- sheet debt associated with lease obligations. The company's rentals payments during 2013 were USD273 million. The company's gross adjusted leverage, measured by total adjusted debt/EBITDAR ratio, was 5.0x at the end of December 2013. The ratings factor in the expectation that the company's gross adjusted leverage will remain in the 5x to 5.5x range during the next two years ended in December 2015. Business deleverage is not expected to occur in the short term to medium term. Limited FCF Generation Driven by Fleet Capex The company's execution of its fleet renewal program is viewed strategically positive over the medium term; however, the fleet capital expenditure plan will put pressure on the company's FCF generation over the next years. The company's capex related to aircraft equipment for the 2014 - 2016 period is estimated at USD1.3 billion, which includes approximately USD600 million in fleet capex being executed during 2014. In 2013, the company's FCF generation was negative in USD176 million, resulting in FCF margin (LTM FCF/ LTM Revenues) of -3.8%. 2013 FCF calculation considers USD446 million, USD585 million, and USD37 million in cash flow from operations, capex, and paid dividends, respectively. The company's FCF margin is expected to remain negative around -5% during 2014. Avianca Holdings' available seat kilometers was 36.5 billion and 38.7 billion in 2012 and 2013, respectively, and it is expected to grow around 9% in 2014. Credit Linkages and Notes' Guarantees Structure Incorporated The ratings also reflect the Avianca Holdings' corporate structure and the credit linkage with its subsidiaries, Avianca and Grupo Taca. Combined, these two operating companies represent the main source of cash flow generation for the holding company. The significant legal and operational links between the two operating companies are reflected in the existence of cross-guarantee and cross-default clauses related to the financing of aircraft acquisitions for both companies. Avianca Holdings' unsecured notes are fully and unconditionally guaranteed on an unsecured, senior basis by Grupo Taca as a co- issuer and its subsidiaries Taca International Airlines S.A., LACSA S.A. and Trans American Airlines S.A. - Taca Peru. Avianca Leasing's obligations as a co-issuer of the notes is unconditionally guaranteed on an unsecured, senior basis by Avianca up to USD200 million. Rating Sensitivities Positive -- Although the prospect of an upgrade is unlikely in the foreseeable future, Fitch could consider a positive rating action if Avianca Holdings generates margins and FCF above expectations incorporated in the ratings, resulting in lower financial adjusted leverage and the improvement of its liquidity profile. Negatively -- Conversely, a negative rating action could be considered if the company's credit profile (FCF, financial adjusted leverage, or liquidity position) weakens, especially in a fuel spike or falling demand scenario. Deterioration in the company's credit metrics resulting in gross adjusted leverage above 6x and liquidity position of cash to LTM revenues consistently below 7% will likely result in a downgrade. BAYFRONT MARINA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Bayfront Marina & Yacht Basin, LLC dba Bay Front Grill 96 Bryant Road Waretown, NJ 08758 Case No.: 14-16268 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Michael B. Kaplan Debtor's Counsel: Eugene D. Roth, Esq. LAW OFFICE OF EUGENE D. ROTH Valley Pk. East 2520 Hwy 35, Suite 307 Manasquan, NJ 08736 Tel: (732) 292-9288 Fax: (732) 292-9303 Email: erothesq@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Keith Boyce, member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb14-16268.pdf BIOFUELS POWER: Director Rich DeGarmo Quits for Personal Reasons ---------------------------------------------------------------- Rich DeGarmo resigned from his position as a director of Biofuels Power Corporation's company for personal reasons. In connection with Mr. DeGarmo's resignation, the Company's remaining director appointed Steven S. McGuire, age 58, to serve as a board member until the Company's next stockholders meeting and to serve as the Company's Chairman. Mr. McGuire has served as chief executive officer of the Company's former parent Texoga Technologies Corp. since 1996 and has served as a consultant to the Company since inception. Mr. McGuire also serves as Project Manager for the Company's Houston Clean Energy Park. Mr. McGuire was formerly Chairman, CEO or president of three energy and technology companies that had operations in three countries and over 100 employees. Mr. McGuire is a 1977 graduate of the University of Illinois, Champaign-Urbana (B.S. Physics) and is an active member of the Society of Petroleum Engineers and the Society of Professional Well Log Analysts. Biofuels Power Humble, Tex.-based Biofuels Power Corporation is a distributed energy company that is pioneering the use of biodiesel to fuel small electric generating facilities that are located in close proximity to end-users. BPC's first power plant is currently located near Houston, Texas in the city of Oak Ridge North. Biofuels Power disclosed net income of $342,456 on $0 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $1.28 million on $0 of revenue during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $1.21 million in total assets, $5.91 million in total liabilities and a $4.70 million total stockholders' deficit. Clay Thomas, P.C., in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered significant losses and will require additional capital to develop its business until the Company either (1) achieves a level of revenues adequate to generate sufficient cash flows from operations; or (2) obtains additional financing necessary to support its working capital requirements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt ------------------------------------------------------------ Bingo.com, Ltd., filed with the U.S. Securities and Exchange Commission on March 25, 2014, its annual report on Form 10-K for the year ended Dec. 31, 2013. Davidson & Company LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has suffered recurring losses from operations and has a net capital deficiency. The Company reported a net loss of $788,000 on $1.94 million of total revenue in 2013, compared with a net loss of $46,200 on $1.77 million of total revenue in 2012. The Company's balance sheet at Dec. 31, 2013, showed $3.61 million in total assets, $238,540 in total liabilities, and stockholders' equity of $3.37 million. A copy of the Form 10-K is available at: http://is.gd/tMip4O Bingo.com, Ltd., is in the business of owning and marketing a bingo based entertainment website that provides a variety of Internet games plus other forms of entertainment, including an online community, chat rooms, and more. Located at www.bingo.com, the Company has built one of the leading bingo portals on the Internet. The Company leases office facilities in Vancouver, British Columbia, Canada, The Valley, Anguilla, British West Indies and London, United Kingdom. BOMBARDIER INC: Fitch Affirms 'BB-' IDR & Rates $1.8BB Notes 'BB-' ------------------------------------------------------------------ Fitch Ratings has affirmed the Issuer Default Rating (IDR) and long-term debt ratings for Bombardier Inc. (BBD) at 'BB-'. Fitch has also assigned a rating of 'BB-' to BBD's planned issuance of approximately $1.8 billion of senior unsecured notes. Proceeds from the new notes will be used to redeem the company's EUR 785 million ($1.1 billion) 7.25% notes due 2016 and $162 million of 6.3% notes due 2014. Proceeds in excess of amounts required for debt repayment would be available for general corporate purposes. The Rating Outlook is Stable. KEY RATING DRIVERS Fitch has affirmed BBD's ratings despite the negative impact on leverage from the planned transaction. Fitch's view of BBD's credit profile and future performance has not changed since the ratings were downgraded one notch in January 2014. Fitch continues to believe liquidity is adequate, without including approximately $500 million of cash proceeds from planned debt in excess of amounts used for debt repayment. Proceeds will strengthen BBD's balance sheet while the company develops the CSeries and could potentially be used for short periods of no more than one or two quarters to support temporary liquidity needs related to timing differences without affecting the ratings. However, Fitch could consider a negative rating action if excess cash appears to be permanently deployed due to weaker operating results or larger capital expenditures than expected. Fitch continues to anticipate BBD will reduce debt and leverage materially after development spending returns toward much lower levels and the CSeries enters service in the second half of 2015. The ratings for BBD incorporate an extended period of negative free cash flow and high leverage while the company develops the CSeries as well as several other aircraft. Entry into service for the CSeries is expected in the second half of 2015 which would be at least 18 months later than projected when BBD launched the program. Entry into service for the CS300, which has received more than two-thirds of firm orders for the CSeries, would occur approximately six months later. Development delays have increased the total cost of the program as well as risks to the program's long term profitability. Fitch expects the delays may lead to penalties and defer future debt reduction. FCF may not become solidly positive on an annualized basis until late 2015 and was negative $1.5 billion in 2013. Near-term pressure on FCF includes low margins and development spending at Bombardier Aerospace (BA) as well as low margins at Bombardier Transportation (BT) that are improving more slowly than originally expected. BBD's total capital spending likely peaked in 2013, reflecting plans to reduce annual capital spending at BA by $700 million or more over the next two years. Debt/EBITDA at Dec. 31, 2013 was 6.2x and may decline only slightly below 6x by the end of 2014 when including the planned net increase in debt. Fitch expects FFO Adjusted Leverage of 5.5x at Dec. 31, 2013 could increase towards 7x in 2014 before returning to a lower level. A decline in leverage should result from a gradual improvement in operating earnings and, over the longer term, future debt reduction. The Stable Outlook incorporates Fitch's view that BBD's credit metrics, adjusted for the new debt, are near trough levels and that liquidity, including cash and availability under bank facilities, should be sufficient through 2014 before FCF begins to improve. However, BBD's weak credit metrics make it vulnerable to any future negative developments which, if not resolved effectively, could result in a negative rating action. A developing rating concern is the impact on BBD from economic sanctions on Russia. Ilyushin Finance Co. has placed firm orders for 32 CS300 aircraft, which Fitch believes could be at risk depending on how events unfold. Also, BA expects delays are possible in negotiating an agreement with Rostec to build and sell turboprop aircraft in Russia. Furthermore, Russia and other members of the Commonwealth of Independent States are a promising source of future growth for BT's signaling, railcar and locomotive business, and the imposition of trade limits with Russia could diminish this opportunity. Other concerns include margin pressure at BA that reflects costs for the CSeries and weak demand in the smaller end of the business jet market. Demand is better for large business jets. Orders for regional jets and turboprops have been low as the market shifts toward larger aircraft but could increase modestly, partly reflecting increasing airline profitability. Although BA's backlog is at a solid level, many aircraft orders are for fleet business jets and CSeries aircraft which will be delivered over several years. First flight for the CSeries was achieved in September 2013, nine months after the original target date. The CSeries is the largest and most important development program at BA, and the company's ability to recoup its investment and establish a competitive position in the 100-149 seat category will require satisfactory performance of new technologies and sufficient orders to establish a viable market for the aircraft. There are currently 201 firm orders from 17 customers and lessees for the CSeries compared to BBD's target of 300 orders from 20 - 30 customers by the time the CSeries enters service. Program risks should decline as flight testing progresses and BBD demonstrates its ability to meet performance targets for the CSeries, including fuel efficiency and noise reduction. Margins at BT have been slower than planned due to recurring execution challenges on certain contracts. The segment margin was 5.8% in 2013 before special items, compared to a long term target of 8%. Operating challenges are gradually being addressed but remain a risk. BT operates in more stable markets than BA, partly reflecting significant revenue from government customers that have supported BT's orders and backlog. Rating concerns are mitigated by BBD's diversification and strong market positions in the aerospace and transportation businesses and BA's portfolio of commercial aircraft and large business jets. The company has continued to refresh its aircraft portfolio which should position it to remain competitive. The Global 7000 and 8000 aircraft are scheduled for entry into service in 2016 and 2017, respectively, and the Learjet 70 and 75 entered service in the fourth quarter of 2013. First flight for the Learjet 85, originally planned for the fourth quarter of 2013, has been further postponed to an unspecified date due to a required software update. BBD's liquidity at Dec. 31, 2013 included approximately $3.4 billion of cash and equivalents, and availability under a $750 million bank revolver that matures in 2017. In addition, BT has a EUR 500 million revolver that matures in 2016. Both facilities were unused. BA and BT also have LC facilities that are used to support performance risk and secure advance payments from customers. The bank facilities contain various leverage and liquidity requirements for both BA and BT, which remained in compliance at Dec. 31, 2013. Minimum required liquidity at the end of each quarter is $500 million at BA and EUR600 million at BT. BBD does not disclose required levels for other covenants. Fitch expects covenants may be adjusted if necessary to incorporate the impact of BBD's planned debt in order to mitigate the risk of covenant defaults. In addition to the two committed facilities, BBD uses other facilities including a performance security guarantee (PSG) facility that is renewed annually as well as bilateral agreements and bilateral facilities with insurance companies and banks. BA uses committed sale and leaseback facilities ($138 million outstanding at Dec. 31, 2013) to help finance its trade-in inventory of used business aircraft. In addition, BT uses off-balance-sheet, non-recourse factoring facilities in Europe under which nearly $1.5 billion was outstanding. Usage under factoring facilities has increased significantly during the past four years and has nearly doubled since the end of 2011. Fitch expects these facilities will continue to be available, but BBD's cash flow and liquidity could be reduced if the availability of funding declines. Liquidity is offset by current debt maturities due in 2014 that totaled $215 million at Dec. 31, 2013; debt maturities are minimal in 2015 and total approximately $1.9 billion in 2016. These amounts are before adjustments for debt repayment related to the planned debt issuance. In addition to long-term debt, BBD had nearly $800 million of other current financial liabilities at the end of 2013 including refundable government advances, sale and leaseback obligations, lease subsidies and other items. BBD also has contingent liabilities related to aircraft sales and financing and to foreign currency risk. BA's contingent liabilities have been generally stable or slightly lower, except trade-in commitments for used aircraft which have increased due to the growth in orders for larger business jets. Pension contributions to defined benefit plans are estimated by BBD at $410 million in 2014 which would be down slightly from $481 million in 2013. At the end of 2013, net pension obligations declined below $1.7 billion from $2.5 billion at the end of 2012 due to an increase in discount rates and positive asset returns. The obligation included $725 million of unfunded plans. Funded plans at the end of 2013 were 90% funded. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a negative rating action include: -- Liquidity is insufficient to carry BBD through the current development cycle at BA. Fitch would view liquidity as a significant concern if cash balances fall below approximately $1.5 billion, before considering the impact of proceeds from incremental debt, compared to $3.4 billion at Dec. 31, 2013; -- Inability by BBD to return to consistently positive annualized FCF by the end of 2015; -- The CSeries is delayed again, or orders do not reach BBD's target of 300 aircraft before entry into service; -- Demand for commercial and business jet markets is weaker than expected, leading to flat or lower total deliveries in 2014. A positive rating action is unlikely in the near term. However, future developments that could, individually or collectively, support a positive rating action over the long term include: -- The CSeries enters service in the second half of 2015 with sufficient orders to generate a positive return on the program; -- BT improves project execution and builds stronger margins; -- FCF becomes sufficiently positive to fund debt reduction after development spending for aerospace programs winds down. Fitch has affirmed BBD's ratings as follows: -- IDR at 'BB-'; -- Senior unsecured revolving credit facility at 'BB-'; -- Senior unsecured debt at 'BB-'; -- Preferred stock at 'B'. The Rating Outlook is Stable. BBD's debt, as calculated by Fitch, totaled nearly $7.3 billion at Dec. 31, 2013. The amount includes sale and leaseback obligations and is adjusted for $347 million of preferred stock which Fitch gives 50% equity interest. The debt amount excludes adjustments for interest swaps reported in long-term debt as the adjustments are expected to be reversed over time. BON-TON STORES: Declares Cash Dividend of 5 Cents Per Share ----------------------------------------------------------- The Bon-Ton Stores, Inc.'s Board of Directors declared a cash dividend of five cents per share on the Class A Common Stock and Common Stock of the Company payable May 5, 2014, to shareholders of record as of April 17, 2014. About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 270 department stores, which includes 10 furniture galleries, in 25 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, in the Detroit, Michigan area, under the Parisian nameplate. For the 39 weeks ended Nov. 2, 2013, the Company reported a net loss of $64.89 million. The Company incurred a net loss of $21.55 million for the year ended Feb. 2, 2013, following a net loss of $12.12 million for the year ended Jan. 28, 2012. The Company's balance sheet at Nov. 2, 2013, showed $1.80 billion in total assets, $1.75 billion in total liabilities and $48.87 million in total shareholders' equity. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on The Bon-Ton Stores Inc. BOSS KING: Case Summary & 3 Unsecured Creditors ----------------------------------------------- Debtor: The Boss King Group, LLC 109 Heron Drive Kathleen, GA 31047 Case No.: 14-50772 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: Wesley J. Boyer, Esq. KATZ, FLATU, POPSON AND BOYER, LLP 355 Cotton Avenue Macon, GA 31201 Tel: 478-742-6481 Email: wjboyer_2000@yahoo.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ronnie Smith, authorized individual. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/gamb14-50772.pdf BROWNIE'S MARINE: Incurs $788,000 Net Loss in 2013 -------------------------------------------------- Brownie's Marine Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $788,286 on $2.87 million of total net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $2.01 million on $2.86 million of total net revenues during the prior year. As of Dec. 31, 2013, the Company had $1.16 million in total assets, $1.76 million in total liabilities and a $598,626 total stockholders' deficit. Bradford & Company, LLC, in Las Vegas, Nevada, 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 and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "The Company will need to raise additional funds and is currently exploring alternative sources of financing. BWMG has issued a number of convertible debentures as an interim measure to finance working capital needs ... and may continue to raise additional capital through sale of restricted common stock or other securities, and obtaining some short term loans. The Company has paid for legal and consulting services with restricted stock to maximize working capital, and intends to continue this practice when possible. In addition, the Company implemented some cost saving measures and will continue to explore more to reduce operating expenses. "If BWMG fails to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale back or cease operations, liquidate assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/yYTKdW About Brownie's Marine Brownie's Marine Group, Inc., does business through its wholly owned subsidiary, Trebor Industries, Inc., d/b/a Brownie's Third Lung, a Florida corporation. The Company designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, and scuba and water safety products. BWMG sells its products both on a wholesale and retail basis, and does so from its headquarters and manufacturing facility in Fort Lauderdale, Florida. The Company's common stock is quoted on the OTC BB under the symbol "BWMG". The Company's Web site is http://www.browniesmarinegroup.com/ BROWNSVILLE MD: Plan Solicitation Exclusivity Set to Expire ----------------------------------------------------------- The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas in March entered an order extending to April 3, 2014, the exclusive period for which Brownsville MD Ventures, LLC, may solicit acceptances, rejections and confirmation of its First Amended Chapter 11 Plan of Reorganization. As reported by the Troubled Company Reporter on March 25, 2014, the Court on Feb. 26 approved the disclosure statement, saying it contains "adequate information" for creditors to decide on whether to support the company's restructuring plan. The bankruptcy judge also gave the company the go-signal to begin the solicitation of votes from creditors. Creditors entitled to vote were required to cast their ballots on or before March 28, which was the deadline for filing objections to confirmation of the plan. An April 1 hearing was set to consider approval of the plan. The Plan proposes to sell its real property in Brownsville, with net sale proceeds to be used to pay claims of creditors, including the claims of Cameron County and Pineda Grantor Trust II. The plan contemplates either a sale of the property by Dec. 31, or if it isn't sold within this year, the trust will receive title to the property free and clear of all liens, claims and encumbrances except for the lien of Cameron County. The reorganized company will fund its cash obligations under the plan with cash on hand, with cash realized from the return of funds held on deposit by the trust, and by selling the property. The proposed listing price for the property will be between $15 million to $18 million. On March 28, 2014, secured creditor Pineda Grantor Trust II filed an objection to the Plan, claiming that the Plan isn't proposed in good faith. According to Pineda, the Plan places the entire risk of its reorganization squarely on the shoulders of Pineda together with all the attendant risk that the Debtor will not sell the property during the term of the Plan. The Debtor plans to market the property for so long as Debtor can use Pineda's cash collateral. "After the Debtor runs out of cash and if the property is not sold, Pineda will receive the property with additional taxes owed and its cash collateral depleted. During this time, the property continues to depreciate as the windows are leaking and general maintenance is not being made," Ronald A. Simank, Esq., at Schauer & Simank, P.C., the attorney for Pineda, said in the March 28 court filing. Pineda claims that the Plan also is not feasible. It provides a very limited period of time to sell the property. The Debtor has marketed the property for over two years and has yet to enter into a viable contract to sell the property. The Debtor may have as little as a month to market and sell the property to perhaps six months. The possibility of the Debtor of selling the property within this time period for an amount equal to or in excess of Pineda's secured claim is too speculative to be confirmable. Pineda further claims that the Debtor projects that sufficient money will be generated from the sale of the property to pay all creditors, but the property value is sufficiently below the amount of Pineda's debt such that there is no equity for the benefit of unsecured creditors in the case. Mr. Simank can be reached at: Schauer & Simank, P.C. 615 North Upper Broadway, Suite 700 Corpus Christi, Texas 78401-0781 Tel: (361) 884-2800 Fax: (361) 884-2822 About Brownsville MD Ventures Brownsville MD Ventures, LLC, was formed in 2004 for the purpose of acquiring real property and improvements in Brownsville, Texas. The company leased the property to Brownsville Doctors Hospital, LLC, which operated a hospital on the premises. The tenant has ceased operations, and the property has been vacant since August 2012. Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas. Chester Gonzalez, the managing member and the chairman of the board of managers, signed the bankruptcy petition. The Debtor disclosed $24 million in assets and $14.7 million in liabilities in its schedules. The Debtor's property was appraised by Compass Bank in July 2011 with a fair market value in excess of $20,000,000. Pineda Grantor Trust II, as assignee of Compass Bank (which provided a loan to finance the acquisition of the property), is the secured lender. Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin, Texas, serves as the Debtor's counsel. The Debtor tapped The Rentfro Law Firm PLLC as special counsel to provide legal advice regarding business matters. Judge Richard S. Schmidt presides over the case. BUDD COMPANY: Former Auto Supplier in Chapter 11 ------------------------------------------------ The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection on March 31, 2014, to seek approval of a settlement of potential claims against its parent, ThyssenKrupp AG, to help it address about $1.2 billion in liabilities, mostly owed to former employees. The company -? which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers ?- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. According to a statement, Budd's parent company, ThyssenKrupp North America (TKNA), has agreed, subject to approval of the Bankruptcy Court, to assume all of the Budd pension obligations so that pensioners will continue to receive pension payments without interruption or discount. Budd currently has approximately $400 million in cash, but nearly $1 billion in liabilities. Budd is going to liquidate in chapter 11 now to assure that each of its creditors is treated fairly and equitably. Retiree Committee One of Budd's first requests is asking the court to appoint an official committee of retirees to represent the interests of former workers. The costs of the retirees' committee and its professionals will be paid by Budd. During the chapter 11 case, Budd will continue to pay retiree benefits without change or interruption until ordered otherwise by the court. The Company said it will continue to pay benefits to its retirees as required by Section 1114 of the Bankruptcy Code until order of the Court to the contrary. Budd looks forward to working with the retirees' committee and all other parties to address these and other issues, and to confirming a chapter 11 plan that will provide fair and equitable treatment to Budd's retirees and all of its other creditors. TKNA Settlement Budd says TKNA is assuming responsibility for all Budd's workers compensation claims and assumed sponsorship of the Budd 401(k) plan, neither of which should be affected by Budd's bankruptcy case. TKNA also agreed to continue to provide administrative support to Budd. The Debtor said in a court filing that it believes that all unsecured creditors (including retirees) will significantly benefit from a settlement agreement that the Debtor negotiated with its affiliates, which include TKNA. The Debtor is seeking bankruptcy court approval of the settlement. The settlement agreement provides for, among other things, the Debtor's affiliates to assume all of the Debtor's pension plan liabilities. Charles Moore, the chief restructuring officer, estimates that the settlement, if approved by the Court, will result in significant benefit to unsecured creditors, perhaps increasing unsecured creditor recoveries in this case by up to 50%. The settlement provides for the Debtor's Affiliates (in addition to assuming the Debtor's pension plan liabilities) to pay the Debtor $10.3 million and release the Debtor of claims that the independent CRO believes are worth tens of millions of dollars. History and Road to Bankruptcy In 1978, ThyssenKrupp AG ("TKAG") acquired Budd. Budd currently is a wholly owned subsidiary of ThyssenKrupp North America, Inc. ("TKNA"), which is a direct subsidiary of TKAG. Thus, Budd is a member of the global TKAG group. The TKAG group operates in almost 80 countries, employs over 150,000 people world-wide, and generates sales of approximately $50 billion annually. TKNA and its approximately 37 subsidiaries located in the United States generate annual revenue of over $7 billion. In 2006, Budd sold and/or closed substantially all of its operations, including by: (a) selling its subsidiary, ThyssenKrupp Stahl (aluminum foundries) to Speyside Equity, LLC; (b) selling its plastics materials manufacturing and molding operations to Continental Structural Plastics Inc.; (c) selling its North American automotive body and chassis operations to Martinrea International Inc.; and (d) closing its Detroit plant. In 2012, Budd sold stock of its sole remaining operating facility, the Waupaca foundry operations, to KPS Capital Partners LP. In connection with and after the sale of the Waupaca facility, Budd reviewed its books and analyzed its financial ability to satisfy its legacy liabilities. It was this review that led to Budd?s investigation and, ultimately, commencement of the Chapter 11 case. To determine the most effective method of completing Budd's controlled liquidation, in the Spring of 2013, the Board: (a) determined an investigation was an appropriate exercise of its fiduciary duties; and (b) commenced an independent investigation into claims and causes of action between Budd, on the one hand, and the affiliates, on the other hand. In May 2013, the board tasked Charles Moore as CRO to head the investigation, and authorized the utilization of Conway MacKenzie Management Services, LLC as crisis manager and Dickinson Wright PLLC as independent special counsel. The CRO investigated all material transactions between Budd and the affiliates occurring on or after October 1, 2007. The CRO determined that Budd held potential claims against its affiliates, including avoidance claims based on the recharacterization of certain intercompany loans as equity contributions and the subsequent "repayment" of these "loans". The CRO determined that three transfers to TKNA and TK Finance totaling approximately $407 million may be subject to avoidance on the basis that such Transfers were constructively fraudulent. The investigation led the CRO to negotiate the settlement agreement and a related prepetition agreement. Pursuant to the prepetition agreement, Budd has received approximately $384 million of cash from TK Finance. First Day Motions To enable the Debtor to commence the tasks relating to the administration of the chapter 11 case, to facilitate creditor participation in the Chapter 11 Case, and to maximize recoveries on account of the Debtor's assets, the Debtor has requested various types of relief in "first day" pleadings and applications to: -- direct the United States Trustee to appoint a retiree committee; -- enter into a global settlement with its affiliates; -- continue using its existing bank accounts; -- hire Proskauer Rose LLP as Chapter 11 counsel; -- hire Dickinson Wright PLLC as special counsel; -- hire Epiq Bankruptcy Solutions, LLC, as noticing, claims and balloting agent; and -- approve an agreement with Conway MacKenzie Management Services, LLC, to provide the services of Charles M. Moore as CRO and other support personnel. A copy of CEO Brian Bastien's affidavit in support of the first day motions is available for free at: http://bankrupt.com/misc/Budd_1st_Day_Declaration.pdf BUDD COMPANY: Bankrupt Former Auto Supplier Has $1.2-Bil. Debt -------------------------------------------------------------- The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection with more than $1.2 billion in liabilities. According to Brian Bastien, the president, treasurer, assistant secretary, and chief executive officer, although the Debtor has some environmental and asbestos related liabilities, the vast majority of the Debtor's creditors are its former employees, and the vast majority of the Debtor's liabilities arise from medical, pension, and other post-retirement obligations owed to its former employees. Net of applicable insurance, Budd had, as of Sept. 30, 2013, approximately $1.2 billion in book-value liabilities on its books, consisting substantially of these: Amount of Type of Liability Number of Creditors Liabilities ----------------- ------------------- ----------- Retiree Pension / SERP 10,000 $211 million Retiree Medical and OPEB 5,900 $933 million Product Liability / Asbestos 356 $23 million Environmental 10 $8 million Workers Compensation 66 $4.5 million As of the Petition Date, substantially all of the Debtor's material assets consist of: (a) $384 million cash; (b) a long term tax attribute recorded on the Debtor's balance sheet, which is believed to be of no actual value; (c) interests in insurance policies, including substantial insurance policies to cover asbestos liability claims; and (d) the Debtor's interests in the settlement agreement with affiliates. The Debtor commenced a Chapter 11 case to liquidate in a manner that will provide its stakeholders with transparency, serve the best interests of its creditors, and provide fair and equitable treatment to all of its creditors. The company said that its significant cash assets "likely will be insufficient" to satisfy its long-term liabilities, the vast majority of which are owed to its retirees. $933 Million in Retiree Benefits The Debtor currently provides health care and other benefits to approximately 5,900 of its retired employees and/or their respective spouses, surviving spouses, domestic partners, and dependents pursuant to certain ERISA qualified welfare plans. The actuarial value of liabilities associated with the Budd Retire Benefits is approximately $933 million. About 10,000 former employees are vested to participate in the Pension Plans. Budd is current on all of its funding obligations under the Pension Plans. However, as of Feb. 28, 2014: (a) the book value of the ERISA Pension Plans' underfunding was $197 million (on a going concern basis); and (b) the Debtor had an estimated book-value liability under the SERP of $12 million. Each month, the Debtor pays $95,000 in benefits under the SERP. The Debtor's next minimum funding contribution payment under the ERISA Pension Plans is due July 15, 2014 in the amount of approximately $3.9 million. TKNA will assume all of the Debtor's sponsorship, administrative, and payment obligations under the Pension Plans if the Settlement Agreement is approved and becomes effective. As a result of its historic manufacturing operations, the Debtor has known (and perhaps unknown) environmental liabilities: (a) arising under the federal Superfund law ("CERCLA") and/or under various state and local environmental laws and regulations (possibly including common law); and (b) arising under and/or memorialized by consent decrees, cost sharing agreements, consent orders, settlement agreements, and other documents executed by or otherwise binding upon the Debtor. The Debtor is not currently engaged in any manufacturing activities, does not own or lease any real property, and believes that it is current on all of its known environmental liability obligations. Accordingly, the Debtor believes that all of its environmental liabilities are contingent, unliquidated, and/or disputed. As of the Petition Date, the Debtor was a defendant in 356 actions pending before state and federal district courts asserting claims based upon asbestos-related diseases or conditions. In the ordinary course of business, new asbestos-related suits are filed against Budd. The Debtor has interests in myriad insurance policies, some dating back decades, that provide varying levels of coverage against asbestos-related claims, and uses its cash assets and insurance interests to both: (a) aggressively defend itself from asbestos-related suits; and (b) pay asbestos-related judgments and settlements. Historically, (a) a significant majority of the asbestos-related lawsuits filed against the Debtor have been withdrawn, dismissed, or otherwise resulted in no liability for the Debtor; and (b) the remaining have been resolved for a relatively small amount. The Debtor has now and may in the future incur obligations to former employees that were injured in the course of employment for the Debtor. As of March 1, 2014, workers compensation claims known to Budd consisted of approximately 66 claims arising under laws of the States of Kentucky, Michigan, Ohio, Pennsylvania, and Tennessee having a book-value liability of $4.5 million. Amounts drawn under the letters of credit could have been offset against Budd's cash, under the terms of the cash management agreement. Under a prepetition agreement, TKNA: (a) on account of the workers' compensation claims, reduced by $4.5 million the short term borrowings (cash) remitted to Budd and, in connection therewith; (b) assumed all Workers Compensation Claims; (c) agreed to make all payments due on account of workers compensation claims in the ordinary course of its business; and (d) agreed to indemnify and hold harmless Budd, its officers, directors, agents, professionals, and legal representatives to the fullest extent permitted by law from and against any losses, claims, damages, obligations, penalties, judgments, awards, fees (including legal fees), costs, disbursements or liabilities relating to or arising out of workers compensation claims. About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. BUDD COMPANY: Wants to Form Retirees Committee ---------------------------------------------- Concurrently with its Chapter 11 bankruptcy petition, The Budd Company, Inc., filed a motion for entry of an order: (1) directing the United States Trustee to appoint a retirees committee to serve as authorized representative for non-union retirees; (2) unless the UAW timely confirms that it is the authorized representative of the UAW retirees, (i) deeming the UAW to have elected not to serve as authorized representative of the UAW retirees, (ii) directing the appointment of UAW retirees to the retirees committee, and (iii) deeming the retirees committee to be the authorized representative of the UAW retirees; and (3) approving retirees committee selection procedures. The Debtor will continue to honor without interruption obligations to its retirees in accordance with Section 1114 of the Bankruptcy Code, and at this time does not expect to modify those obligations prior to the effective date of a chapter 11 plan. The Debtor believes that this is a favorable outcome for retirees, who will continue to receive benefits uninterrupted while a retirees committee (expenses of which Budd expects to pay in accordance with any Court orders) negotiates on their behalf. By commencing the Chapter 11 case now, while it has $384 million in cash, the Debtor hopes to provide retirees and other creditors with significant cash distributions on account of their allowable claims. Among other things, this will allow retirees to use that cash (or any other form of consideration they may receive under a chapter 11 plan) to make informed decisions about their health care and retirement. UAW and Non-Union Retirees The Debtor is categorizing retirees into two groups: (a) former employees, or their respective spouses, surviving spouses, domestic partners, and dependents, who worked in an employment unit covered by a collective bargaining agreement and/or a plant closing agreement between the Debtor and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local Unions ("UAW"); and (b) former full-time management and other salaried individuals who did not work in an employment unit covered by a CBA between the Debtor and the UAW, and their respective spouses, surviving spouses, domestic partners, and dependents (the "Non-Union Retirees"). As of the Petition Date: (a) 4,691, or approximately 80%, of the retirees were UAW Retirees; and (b) the actuarial value of the retiree benefits owed to the UAW Retirees was approximately $830.5 million. Pursuant to certain CBAs and national insurance plans, the UAW Retirees receive the following benefits: (a) medical, prescription-drug, dental, vision, and hearing benefits; and (b) life insurance, which constitute welfare benefits under ERISA. The National Agreements, along with each corresponding National Insurance Plan, were negotiated so as to continue in effect for periods ranging from three to five years. Around the expiration of each National Agreement, the terms and conditions of the subsequent National Agreement were re-negotiated. This process continued until 2001, when the Debtor and UAW entered into the last National Agreement, which was given an expiration date of October 28, 2005. All of Budd's CBAs have expired by their own terms. As of the Petition Date: (a) approximately 1,209, or approximately 20%, of the Retirees were Non-Union Retirees; and (b) the actuarial value of the Retiree Benefits owed to Non-Union Retirees was approximately $101.5 million. The Non-Union Retirees life insurance, as well as medical, prescription-drug, dental, vision, and hearing benefits pursuant to benefits plans that constitute welfare plans under ERISA. The Debtor strongly believes that it is in the best interests of the Debtor's estate, the Retirees, and judicial economy that the Debtor engage in discussions regarding modification of Retiree Benefits with authorized representatives of both UAW Retirees and Non-Union Retirees (if not together, then on parallel tracks). Moreover, the Debtor believes there is no reason to delay these discussions, which should begin as soon as practicable, and that there is potential prejudice to Retirees if discussions are significantly delayed. To modify its retiree benefits under Section 1114 of the Bankruptcy Code, the Debtor is required to confer and negotiate in good faith regarding consensual modification of Retiree Benefits with authorized representative(s) of both the UAW Retirees and the Non-Union Retirees. Selection Procedures The Debtor proposes these selection procedures: a. No later than three days after entry of the order granting this Motion, the Debtor shall cause a Notice and Questionnaire to appear on: (i) the Chapter 11 case Web site maintained by the Debtor's notice and claims agent; and (ii) the website maintained by the Debtor's benefits administrator. b. No later than three days after entry of the order granting the Motion, the Debtor will mail a Questionnaire to each of: (i) the top 50 Non-Union Retirees (by total defined benefit obligation, "Total DBO"); and (ii) unless the UAW has agreed as of such date to be the authorized representative of the UAW Retirees, the top 15 (or fewer if there are less than 15) UAW Retirees (by Total DBO) from each former plant location of the Debtor. c. No later than five days after entry of the order granting the Motion, the Debtor will file with the Court a certificate of service of mailing of the Questionnaire. d. If the UAW agrees to serve as the authorized representative for the UAW Retirees on or before the 10th day after entry of the order granting the motion, then no UAW Retiree will be eligible for appointment to the Retirees Committee. e. If the UAW, by authorized agent or counsel, does not notify counsel to the Debtor and the U.S. Trustee in writing within 10 days of entry of the order granting the motion that it will be the authorized representative for the UAW Retirees under and for purposes of section 1114 of the Bankruptcy Code, then the UAW shall be deemed by the Court to have elected not to serve as authorized representative for the UAW Retirees. f. If the UAW declines, or is deemed by the Court to have declined, to serve as authorized representative for the UAW Retirees, then the U.S. Trustee shall appoint one or more UAW Retirees to the Retirees Committee. g. The U.S. Trustee will work promptly to select the Retirees to serve on the Retirees Committee from those Retirees that submit a Questionnaire by the return deadline set forth on the Questionnaire. h. After the Retirees Committee has been formed, the U.S. Trustee shall file an appropriate notice with the Court. About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. BUDD COMPANY: Settles Potential Claims With ThyssenKrupp -------------------------------------------------------- The Budd Company, Inc., is seeking bankruptcy court approval of a global settlement with its parent company, ThyssenKrupp North America, Inc., a direct subsidiary of ThyssenKrupp AG. An investigation by Charles Moore, the CRO, determined that Budd held potential claims against its affiliates, including avoidance claims based on the recharacterization of certain intercompany loans as equity contributions and the subsequent "repayment" of these "loans". The CRO determined that three transfers to TKNA and TK Finance totaling approximately $407 million may be subject to avoidance on the basis that such transfers were constructively fraudulent. The investigation led the CRO to negotiate the settlement agreement and a related prepetition agreement. The prepetition agreement became effective immediately upon its execution, provided significant and meaningful consideration to Budd, and facilitated Budd's commencement of the Chapter 11 case. The key benefits of the settlement memorialized in the prepetition agreement are: a. Release of Funds Owed to Budd under the Short Term Borrowings. ThyssenKrupp Finance, USA, Inc. ("TK Finance"), an affiliate, released to Budd approximately $390 million in cash, constituting amounts owed to Budd under the Cash Management Agreement, without exercising any right to setoff with respect to claims that TK Finance, or other Affiliates, may have against Budd (other than with respect to workers' compensation claims). b. Assumption of Workers' Compensation Obligations. TKNA assumed liability for all of Budd's workers' compensation liabilities (in connection with such assumption, TK Finance reduced the Short Term Borrowings remitted to Budd by Budd's book value of workers' compensation claims (approximately $4.5 million)). c. Amendment of Tax Sharing Agreement. Budd and certain of its Affiliates amended the Tax Sharing Agreement to provide for, among other things, an obligation of TKNA to indemnify Budd from all tax obligations, including a potential $20 million known liability. d. Amendment of Services Agreement. Budd and the Affiliates amended their Services Agreement to provide Budd with continued administrative services (which are critical to Budd's administration of the Chapter 11 case) for 18 months at no cost. e. Transfer of Sponsorship of the Budd 401(k) Plan. TKNA assumed sponsorship of The Budd Company Preferred Savings and Investment Plan (the "401(k) Plan"). As opposed to the Prepetition Agreement, the Settlement Agreement will not become effective until and unless it is approved by this Court. The key benefits of the settlement memorialized in the Settlement Agreement are: a. Assumption of Budd's ERISA Qualified Pension Plans. Within 30 days of the Settlement Agreement becoming effective, TKNA shall assume sponsorship of and full financial responsibility for The Budd Company Pension Plan for Executive and Administrative Employees and The Budd-UAW Consolidated Retirement Benefit Plan (together, the "ERISA Pension Plans"). The ERISA Pension Plans are tax qualified and also covered by the Pension Benefit Guaranty Corporation ("PBGC") under the pension insurance program established by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). As of February 28, 2014, the ERISA Pension Plans had unfunded benefit liabilities of approximately $197 million, as calculated on an ongoing basis. b. Assumption of the Budd SERP. Within 30 days of the Settlement Agreement becoming effective, TKNA shall assume sponsorship of and full financial responsibility for The Budd Company Supplemental Pension Plan (the "SERP" and together with the ERISA Pension Plans, the "Pension Plans"), for which Budd had an estimated liability of approximately $12 million as of February 28, 2014. The SERP is not tax qualified and is not covered by the PBGC. c. Cash Consideration. Within 7 days of the Settlement Agreement becoming effective, TKNA will pay Budd $10.3 million (subject to possible reduction for missed minimum funding contributions to the ERISA Pension Plans after the Petition Date). d. Global Release. Budd shall receive a release of all claims and causes of action that Affiliates may have against Budd, which include known claims potentially worth tens of millions of dollars (net of claims Budd may hold against Affiliates). "The Settlement Agreement is in the best interests of Budd and its creditors, and should be approved. The Settlement Agreement protects all of Budd's creditors from the dilutive effect the claims that the PBGC (but for the Settlement Agreement) could assert against Budd upon termination of the ERISA Pension Plans, which claims would exceed $394 million. In addition to other benefits of the Settlement Agreement, the mutual waivers and releases in the Settlement Agreement provide Budd a net release of tens of millions of dollars' worth of potential claims against it. Exchange of the releases will avoid the potential for long, complex, and expensive litigation for Budd that (if pursued) almost certainly would lead to materially lower creditor recoveries. The CRO estimates that the Settlement in its entirety will increase significantly recoveries to unsecured creditors, perhaps by 50%," Jeremy T. Stillings, Esq., at Proskauer Rose LLP, counsel to the Debtor, tells the court. The Debtor has requested a hearing on the Motion on Friday, April 18, 2014, at 11:00 a.m. CDT, before the Honorable Jack B. Schmetterer, in Courtroom 682 in the United States Courthouse, 219 South Dearborn Street, Chicago, Illinois. About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. BUDD COMPANY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: The Budd Company, Inc. 111 W. Jackson Blvd., Suite 2400 Chicago, IL 60604 Case No.: 14-11873 Type of Business: Former maker of stainless steel passenger rail cars. Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jack B. Schmetterer Debtor's Counsel: Jeremy T Stillings, Esq. Jeff J. Marwil, Esq. Brandon W. Levitan, Esq. PROSKAUER ROSE LLP 70 W. Madison St. Chicago, IL 60602 Tel: 312 962-3529 Email: jstillings@proskauer.com blevitan@proskauer.com jmarwil@proskauer.com Debtor's Special Counsel: DICKINSON WRIGHT PLLC Debtor's Crisis Manager: CONWAY MACKENZIE MANAGEMENT SERVICES, LLC Chief Restructuring Officer: CHARLES M. MOORE Debtor's Noticing, Claims and Balloting Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC Estimated Assets: $100 million to $500 million Estimated Debts: More than $1 billion The petition was signed by Brian Bastien, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Smiley, Willie $783,841 18617 Cherrylawn Detroit, MI Taylor, David $783,841 5166 Iroquois Detroit, MI Brown, Dennis $773,856 32245 Sutton Chesterfield, MO Ferguson, Maxine 13909 Rossini Dr. Detroit, MI $768,549 Norrell, Terrence $755,737 1934 Ethel Detroit, MI Hawthorne, Henry $732,378 2726 Shelter Island Dr. 232 San Diego, CA Foster, Frederick $724,857 40 S Yewdall St. Philadelphia, PA Moore, Jerome $721,641 10310 Dartmouth Oak Park, MI Richardson, Keith $721,312 174 W Range Ave. Philadelphia Ross, Earl $718,880 P.O. Box 271 Iloilo City Philippines Taylor, George $707,340 27833 San Jose Ct. Lathrup Vllage, MI Charyszyn, John $707,002 1921 Woodfield Dr. Jamison, PA Nelson Anthony $707,002 519 E. Sanger St. Philadelphia PA Siemion, Daniel $705,099 519 E. Sanger St. Philadelphia PA Honcock, Mark $697,470 750 Honora St. Warrington PA Brown, Larry $590,155 7011 N 15th St. Apt. 2D1 Philadelphia, PA Trochio, Gregory $689,702 7450 Dyke Rd. Algonac MI Garber, Eugene $689,655 2929 Rising Sun Rd. Ardmore PA Hymon, Alvin $684,337 12531 Wade Detroit, MI Lucido, Joseph $679,239 28713 Joan St. St. Clair Shores, MI Watycha, John $679,239 23563 Kim Dr. Clinton Township, MI BUFFET PARTNERS: Creditors' Panel Hires Munsch Hardt as Attorneys ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Buffet Partners, L.P., et al. seeks authorization from the Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the Northern District of Texas to retain Munsch Hardt Kopf & Harr, P.C. as attorneys for the Committee, effective Feb. 11, 2014. The professional services that Munsch Hardt will render to the Committee, as counsel, include, among other things: (a) assist, advise and represent the Committee with respect to the administration of the Bankruptcy Case; (b) provide all necessary legal advice with respect to the Committee's powers and duties; (c) assist the Committee in working to maximize the value of the Debtors' assets for the benefit of the Debtors' unsecured creditors; (d) assist the Committee with respect to evaluating and negotiating a plan of reorganization and, if necessary, either challenging or supporting as appropriate, the confirmation of a plan and the approval of an associated disclosure statement; (e) conduct any investigation, as the Committee deems appropriate, concerning, among other things, the assets, liabilities, financial condition and operating issues of the Debtors; (f) commence and prosecute any and all necessary and appropriate actions and proceedings on behalf of the Committee in the Bankruptcy Case; (g) prepare, on behalf of the Committee, necessary applications, pleadings, motions, answers, orders, reports and other legal papers; (h) communicate with the Committee's constituents and other as the Committee may consider necessary or desirable in furtherance of its responsibilities; (i) appear in Court and represent the interests of the Committee; and (j) perform all other legal services for the Committee which are appropriate, necessary and proper in connection with the Bankruptcy Case. Munsch Hardt will be paid at these hourly rates: Kevin M. Lippman, Shareholder $460 Deborah M. Perry, Shareholder $400 Isaac J. Brown, Associate $235 Audrey Monlezun, Paralegal $200 Shareholders $335-$720 Associates $235-$375 Paralegals $165-$265 Munsch Hardt will also be reimbursed for reasonable out-of-pocket expenses incurred. Deborah M. Perry, shareholder of Munsch Hardt, 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 Northern District of Texas will hold a hearing on the application on April 9, 2014, at 2:00 p.m. Munsch Hardt can be reached at: Deborah M. Perry, Esq. MUNSCH HARDT KOPF & HARR PC 500 N. Akard St., Ste. 3800 Dallas, TX 75201-6659 Tel: (214) 855-7565 Fax: (214) 978-5335 About Buffet Partners Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a restaurant chain with 29 restaurants in Arizona, Arkansas, New Mexico, Oklahoma and Texas. With a 65+ year operating history, Furr's -- http://www.furrs.net-- operates straight-line and scatter-bar buffet units that feature a variety of all-you-can-eat and home-cooked foods served at an affordable price. Buffet Partners was formed to purchase Furr's in September 2003. Headquartered in Plano, Texas, Buffet Partners and an affiliate sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No. Case No. 14-30699) on Feb. 4, 2014. Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors. Bridgepoint Consulting is the financial advisor. Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in liabilities as of the Chapter 11 filing. William T. Neary, U.S. Trustee for Region 6, appointed five creditors to serve in the Official Committee of Unsecured Creditors. The restaurant was founded in 1946 by Roy Furr, and expanded to approximately 60 locations as a family-owned business for over 35 years. In 1980, it was acquired by Kmart Corporation. Kmart ultimately sold Furr's in a leveraged buy-out which subsequently went public in 1986. Following a take-private transaction, the Company entered a period of decline due to its debt burden, culminating in a restructuring and reorganization under chapter 11 in 2003 in Dallas, Texas. BUFFET PARTNERS: Panel Taps Mesirow as Financial Advisors --------------------------------------------------------- The Official Committee of Unsecured Creditors of Buffet Partners, L.P., et al. asks permission from the Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the Northern District of Texas to retain Mesirow Financial Consulting, LLC as financial advisors to the Committee, as of Feb. 13, 2014. The Committee requires Mesirow Financial to: (a) assist in the review of reports or filings as required by the Bankruptcy Court or the Office of the U.S. Trustee, including, but not limited to, schedules of assets and liabilities, statements of financial affairs and monthly operating reports; (b) review of the Debtors' financial information, including, but not limited to, analyses of cash receipts and disbursements, financial statement items and proposed transactions for which Bankruptcy Court approval is sought; (c) review and analysis of reporting regarding cash collateral and any debtor-in-possession financing arrangements and budgets; (d) evaluation of potential employee incentive, retention and severance plans; (e) assist with identifying and implementing potential cost containment opportunities; (f) assist with identifying and implementing asset redeployment opportunities; (g) analyze assumption and rejection issues regarding executory contracts and leases; (h) review and analyze of the Debtors' proposed business plans and the business and financial condition of the Debtors generally; (i) assistance in evaluating reorganization strategy and alternatives available to the creditors; (j) review and critique of the Debtors' financial projections and assumptions; (k) prepare enterprise, asset and liquidation valuations; (l) assist in preparing documents necessary for confirmation; (m) advice and assist the Committee in negotiations and meetings with the Debtors and the lenders; (n) advice and assist on tax consequences of proposed plans of reorganization; (o) assist with the claims resolution procedures, including, but not limited to, analyses of creditors' claims by type and entity; (p) litigation consulting services and expert witness testimony regarding confirmation issues, avoidance actions or other matters; and (q) other functions as requested by the Committee or its counsel to assist the Committee in these Chapter 11 cases. Mesirow Financial will be paid at these hourly rates: Senior Managing Director, Managing Director and Director $895-$950 Senior Vice President $725-$795 Vice President $625-$695 Senior Associate $495-$595 Associate $295-$445 Paraprofessional $160-$250 With respect to this engagement, Mesirow Financial has agreed to a $600 per hour maximum rate. Mesirow Financial will also be reimbursed for reasonable out-of- pocket expenses incurred. Monty Kehl, senior managing director of Mesirow Financial, 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 Northern District of Texas will hold a hearing on the application on April 9, 2014, at 2:00 p.m. Mesirow Financial can be reached at: Monty L. Kehl MESIROW FINANCIAL CONSULTING, LLC 353 North Clark Street Chicago, IL 60654 Tel: +1 (312) 595-8566 E-mail: mkehl@mesirowfinancial.com About Buffet Partners Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a restaurant chain with 29 restaurants in Arizona, Arkansas, New Mexico, Oklahoma and Texas. With a 65+ year operating history, Furr's -- http://www.furrs.net-- operates straight-line and scatter-bar buffet units that feature a variety of all-you-can-eat and home-cooked foods served at an affordable price. Buffet Partners was formed to purchase Furr's in September 2003. Headquartered in Plano, Texas, Buffet Partners and an affiliate sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No. Case No. 14-30699) on Feb. 4, 2014. Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors. Bridgepoint Consulting is the financial advisor. Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in liabilities as of the Chapter 11 filing. William T. Neary, U.S. Trustee for Region 6, appointed five creditors to serve in the Official Committee of Unsecured Creditors. The restaurant was founded in 1946 by Roy Furr, and expanded to approximately 60 locations as a family-owned business for over 35 years. In 1980, it was acquired by Kmart Corporation. Kmart ultimately sold Furr's in a leveraged buy-out which subsequently went public in 1986. Following a take-private transaction, the Company entered a period of decline due to its debt burden, culminating in a restructuring and reorganization under chapter 11 in 2003 in Dallas, Texas. BUFFET PARTNERS: Creditors' Panel Hires Pachulski Stang as Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Buffet Partners, L.P., et al. asks for permission from the Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the Northern District of Texas to retain Pachulski Stang Ziehl & Jones LLP as counsel to the Committee, as of Feb. 11, 2014. The Committee has retained Pachulski Stang for the primary purpose of attempting to maximize the amount of money that would be made available to be distributed to the Debtors' unsecured creditors. Subject to further Court order, PSZ&J is expected to render, among other services, the following services to the Committee: (a) assisting, advising and representing the Committee in its consultations with the Debtors regarding the administration of these Cases; (b) assisting, advising and representing the Committee with respect to the Debtors' retention of professionals and advisors with respect to the Debtors' business and these Cases; (c) assisting, advising and representing the Committee in analyzing the Debtors' assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; (d) assisting, advising and representing the Committee in any manner relevant to reviewing and determining the Debtors' rights and obligations under leases and other executory contracts; (e) assisting, advising and representing the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the Debtors' operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to these Cases or to the formulation of a plan; (f) assisting, advising and representing the Committee in connection with any sale of the Debtors' assets; (g) assisting, advising and representing the Committee in its analysis of and any objection to any disclosure statement; (h) assisting, advising and representing the Committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization; (i) assisting, advising and representing the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; (j) assisting, advising and representing the Committee in the evaluation of claims and on any litigation matters, including avoidance actions; and (k) providing such other services to the Committee as may be necessary in these Cases. Pachulski Stang will be paid at these hourly rates: Jeffrey N. Pomerantz $875 Bradford J. Sandler $775 Shirley S. Cho $725 Patricia Jeffries $295 Pachulski Stang will also be reimbursed for reasonable out-of- pocket expenses incurred. Bradford J. Sandler, partner of Pachulski Stang, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Northern District of Texas will hold a hearing on the application on April 9, 2014, at 2:00 p.m. Pachulski Stang can be reached at: Bradford J. Sandler, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: bsandler@pszjlaw.com About Buffet Partners Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a restaurant chain with 29 restaurants in Arizona, Arkansas, New Mexico, Oklahoma and Texas. With a 65+ year operating history, Furr's -- http://www.furrs.net-- operates straight-line and scatter-bar buffet units that feature a variety of all-you-can-eat and home-cooked foods served at an affordable price. Buffet Partners was formed to purchase Furr's in September 2003. Headquartered in Plano, Texas, Buffet Partners and an affiliate sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No. Case No. 14-30699) on Feb. 4, 2014. Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors. Bridgepoint Consulting is the financial advisor. Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in liabilities as of the Chapter 11 filing. William T. Neary, U.S. Trustee for Region 6, appointed five creditors to serve in the Official Committee of Unsecured Creditors. The restaurant was founded in 1946 by Roy Furr, and expanded to approximately 60 locations as a family-owned business for over 35 years. In 1980, it was acquired by Kmart Corporation. Kmart ultimately sold Furr's in a leveraged buy-out which subsequently went public in 1986. Following a take-private transaction, the Company entered a period of decline due to its debt burden, culminating in a restructuring and reorganization under chapter 11 in 2003 in Dallas, Texas. BUFFET PARTNERS: Court Approves Brookwood as Investment Banker -------------------------------------------------------------- Buffet Partners, L.P., et al. sought and obtained permission from the U.S. Bankruptcy Court for the Northern District of Texas to employ Brookwood Associates, LLC as investment banker. The Debtors require Brookwood Associates to: (a) assist in the preparation of a Confidential Information Memorandum ("CIM") setting forth information describing the Debtors' business as well as related presentation materials for distribution to potential lenders, investors or purchasers; (b) set up a Virtual Data Room to hold, distribute and monitor due diligence information; (c) identify and contact potential investors or purchasers for the Transaction on a confidential basis; (d) attend appropriate meetings with potential investors and lenders and assist in the analysis of offers and with negotiation of the terms and structure of the Transaction, including providing valuation analyses as appropriate; (e) advise and attend meetings of the Debtor's Board of Directors, creditor groups, official constituencies and other interested parties, as the Debtors and Brookwood Associates determine to be necessary or desirable; (f) provide expert testimony in connection with the Cases; and (g) perform such other services as may be agreed upon between the parties. The compensation arrangement for Brookwood Associates, subject to court approval, includes the following terms: -- Brookwood Associates will receive a non-refundable advisory fee of $75,000, of which $40,000 shall be due and payable upon approval of the Agreement by this Court and $35,000 due and payable by Mar. 31, 2014. -- as long as the engagement of Brookwood has not terminated, the Debtors shall pay Brookwood a monthly fee of $20,000 per month, starting 90 days after the execution of the Agreement and payable in advance on each monthly anniversary thereafter. -- upon consummation of a Transaction, the Debtors shall pay to Brookwood a transaction fee in an amount equal to (i) 10% of the net proceeds that exceed $30,000,000 by any bidder; or (ii) if the net proceeds are less than $30,000,000 and are from a non-Chatham related third party, 1% of such net proceeds less the advisory fees already paid. -- in addition, Brookwood will seek reimbursement of its reasonable out-of-pocket expenses incurred in connection with this engagement including travel expenses, provided that such expenses shall not exceed $15,000 without prior approval by the Debtors. -- the Debtors will indemnify Brookwood and hold it harmless pursuant to the terms of the Agreement. Amy V. Forrestal, managing director of Brookwood Associates, 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. Brookwood Associates can be reached at: Amy V. Forrestal BROOKWOOD ASSOCIATES, LLC 3575 Piedmont Road 15 Piedmont Center, Suite 820 Atlanta, GA 30305 Tel: (404) 874-7433 ext. 1570 Fax: (404) 564-5101 E-mail: af@brookwoodassociates.com About Buffet Partners Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a restaurant chain with 29 restaurants in Arizona, Arkansas, New Mexico, Oklahoma and Texas. With a 65+ year operating history, Furr's -- http://www.furrs.net-- operates straight-line and scatter-bar buffet units that feature a variety of all-you-can-eat and home-cooked foods served at an affordable price. Buffet Partners was formed to purchase Furr's in September 2003. Headquartered in Plano, Texas, Buffet Partners and an affiliate sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No. Case No. 14-30699) on Feb. 4, 2014. Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors. Bridgepoint Consulting is the financial advisor. Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in liabilities as of the Chapter 11 filing. William T. Neary, U.S. Trustee for Region 6, appointed five creditors to serve in the Official Committee of Unsecured Creditors. The restaurant was founded in 1946 by Roy Furr, and expanded to approximately 60 locations as a family-owned business for over 35 years. In 1980, it was acquired by Kmart Corporation. Kmart ultimately sold Furr's in a leveraged buy-out which subsequently went public in 1986. Following a take-private transaction, the Company entered a period of decline due to its debt burden, culminating in a restructuring and reorganization under chapter 11 in 2003 in Dallas, Texas. CAESARS ENTERTAINMENT: Gets Partial OK for Resort in South Korea ---------------------------------------------------------------- Caesars Entertainment Corporation announced that LOCZ Korea Corporation, a joint venture between Caesars, Lippo Group and OUE Limited, has received preliminary approval from the South Korean Ministry of Culture, Sport and Tourism to include foreigner-only casino gaming in its planned integrated resort in Incheon, South Korea. "We are grateful to the Korean government for their initial approval, paving the way for the opportunity to build and operate our first integrated resort in Korea," said Gary Loveman, Caesars Entertainment chairman, CEO and president. "We are excited about the opportunity to expand our network and brands to Asia. Foreign visitation to South Korea has grown significantly, and we look forward to creating a world-class destination to further support Korea's economic growth and tourism goals." Highlights for the planned integrated resort include hotels and resort amenities, live entertainment venues, a standalone convention center and a foreigners-only casino. A preliminary master plan anticipates potential future expansion to accommodate growth in the number of resort visitors. The consortium hopes to open the Incheon integrated resort in time to welcome visitors arriving in Korea for the 2018 Olympics in Pyeongchang. Caesars may elect to include Caesars Growth Partners, LLC, in the development of the project. Caesars Growth Partners, LLC, is a joint venture between Caesars Entertainment and Caesars Acquisition Company ((NASDAQ: CACQ). In such an event, Caesars anticipates that Caesars Growth Partners would make the capital investment associated with the project, with Caesars Entertainment acting as the operator and sharing in the management fee associated with the project. Additional information is available for free at: http://is.gd/f2w8mv About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $26.09 billion in total assets, $27.59 billion in total liabilities and a $1.49 billion total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CALYPTE BIOMEDICAL: Authorized Common Shares Hiked to 2.4-Bil. -------------------------------------------------------------- A special meeting of Calypte Biomedical Corporation stockholders was held on March 14, 2014, during which the stockholders approved an amendment to the Company's Restated Certificate of Incorporation to (i) increase the number of authorized shares of Common Stock from 800,000,000 to 2,400,000,000 and (ii) decrease the par value of the Common Stock to $0.005. About Calypte Biomedical Portland, Oregon-based Calypte Biomedical Corporation develops, manufactures, and distributes in vitro diagnostic tests, primarily for the diagnosis of Human Immunodeficiency Virus ("HIV") infection. Following the Company's 2011 results, OUM & Co. LLP, in San Francisco, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring operating losses and negative cash flows from operations, and management believes that the Company's cash resources will not be sufficient to sustain its operations through 2012 without additional financing. The Company reported a net loss of $693,000 in 2011, compared with net income of $8.84 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $1.81 million in total assets, $6.79 million in total liabilities and a $4.98 million total stockholders' deficit. Bankruptcy Warning The Company said in the 2011 annual report that, in July 2010 the Company entered into a series of agreements providing for (i) the restructuring of the Company's outstanding indebtedness to Marr and SF Capital and (ii) the transfer of the Company's interests in the two Chinese joint ventures, Beijing Marr and Beijing Calypte, to Kangplus. Under the Debt Agreement, $6,393,353 in outstanding indebtedness was agreed to be converted to 152,341,741 shares of the Company's common stock, and the Company's remaining indebtedness to Marr, totaling $3,000,000 was cancelled. In consideration for that debt restructuring, the Company transferred its equity interests in Beijing Marr to Kangplus pursuant to the Equity Transfer Agreement and transferred certain related technology to Beijing Marr. The Company has also agreed to transfer its equity interests in Beijing Calypte to Marr or a designate of its choosing. The transactions contemplated by the Debt Agreement and the Equity Transfer Agreement are subject to Chinese government registration of the transfer of the equity interests. This registration has now been approved, and the Shares were issued in March 2012. Under the debt agreement with SF Capital, $2,008,259 in outstanding indebtedness was converted to 47,815,698 shares of the Company's common stock. Notwithstanding this debt restructuring, the Company's significant working capital deficit and limited cash resources place a high degree of doubt on its ability to continue its operations. In light of the Company's existing operations and financial challenges, the Company is exploring strategic and financing options. Failure to obtain additional financing will likely cause the Company to seek bankruptcy protection. CAPROCK OIL: MaloneBailey LLP Raises Going Concern Doubt -------------------------------------------------------- Caprock Oil, Inc., filed with the U.S. Securities and Exchange Commission on March 25, 2014, its annual report on Form 10-K for the year ended Dec. 31, 2013. MaloneBailey LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has losses from continuing operations and has a working capital deficit. The Company reported a net loss of $1.49 million on $2.62 million of total revenue in 2013, compared with a net loss of $771,000 on $2.84 million of revenue in 2012. The Company's balance sheet at Dec. 31, 2013, showed $6.27 million in total assets, $5.65 million in total liabilities, and a stockholders' equity of $618,000. A copy of the Form 10-K is available at: http://is.gd/DkMv4E Caprock Oil Inc., formerly Stratum Holdings, Inc., is a holding company. The Company operates in two segments: domestic Exploration & Production and Canadian Energy Services. The Company's operations are focused on the domestic exploration and production business. In domestic exploration and production business, the Company's wholly owned subsidiaries, CYMRI, L.L.C. (CYMRI) and Triumph Energy, Inc. (Triumph), owns working interests in approximately 60 producing oil and gas wells in Texas and Louisiana, with net production of approximately 700 million cubic feet equivalent per day. It also operates in the Canadian Energy Services business through two wholly owned subsidiaries, Decca Consulting, Ltd. and Decca Consulting, Inc. (Decca). CEREPLAST INC: Court Approves Chapter 7 Liquidation --------------------------------------------------- A bankruptcy judge ordered Cereplast Inc. to liquidate its business under Chapter 7. At a hearing on March 26, Judge Basil Lorch of the U.S. Bankruptcy Court for the Southern District of Indiana granted the motion of Horizon Technology Finance to convert Cereplast's bankruptcy case to a Chapter 7 liquidation. Horizon Technology, a secured lender of Cereplast, filed the motion shortly after the company filed for bankruptcy protection on Feb. 10 to stop a foreclosure that would have occurred the next day. Horizon Technology alleged that Cereplast only filed for bankruptcy protection as a means to stop the sale of its assets, which serve as collateral for the $4 million loan it extended to the company. The secured lender cited the termination of Cereplast's employees, among other things, to convince the court to convert the company's case to a Chapter 7 liquidation. About Cereplast Inc. Seymour, Indiana-based Cereplast, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-90200) on Feb. 10, 2014, estimating $10 million to $50 million in both assets and debts. Cereplast has developed and is commercializing proprietary bio- based resins through two complementary product families: Cereplast Compostables(R) resins which are compostable, renewable, ecologically sound substitutes for petroleum-based plastics, and Cereplast Sustainables(TM) resins (including the Cereplast Hybrid Resins product line), which replaces up to 90 percent of the petroleum-based content of traditional plastics with materials from renewable resources. In connection with the Bankruptcy Filing, the Company's common stock began trading under a new trading symbol, "CERPQ" effective Feb. 19, 2014. Judge Basil H. Lorch III oversees the case. Cereplast is represented by Tamara Marie Leetham, Esq., at Austin Legal Group, as counsel. Horizon Technology Finance Corporation, as successor to Compass Horizon Funding Company LLC and Horizon Credit I, LLC, has asked the Court to convert the Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. Horizon is lender to the Debtor under the venture loan and security agreement dated Dec. 21, 2010, under which Horizon extended credit totaling $4.0 million. Horizon has been granted a security interest in all assets of the Debtor. The debt due Horizon is in payment default. The sale of the Collateral was scheduled for Feb. 11, 2014, but the Debtor sought to restrain the sale in proceedings pending in the Superior Court of the State of California, for the County of Los Angeles, as Cause No. CGC-08-482329. The Debtor's request for a restraining order was denied on Feb. 10, and the Chapter 11 case was commenced on the same day. Horizon is represented by Whitney L. Mosby, Esq., at Bingham Greenebaum Doll LLP. CEREPLAST INC: Files Amended Application to Hire Austin as Counsel ------------------------------------------------------------------ Cereplast Inc. has filed an amended application to hire Austin Legal Group, APC as its legal counsel. In the court filing, Cereplast disclosed that the company and the California-based law firm have further reached an agreement that in addition to the firm's hourly charges, certain costs and expenses may be incurred during its bankruptcy which would be subject to the filing of an application for reimbursement and court approval. About Cereplast Inc. Seymour, Indiana-based Cereplast, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-90200) on Feb. 10, 2014, estimating $10 million to $50 million in both assets and debts. Cereplast has developed and is commercializing proprietary bio- based resins through two complementary product families: Cereplast Compostables(R) resins which are compostable, renewable, ecologically sound substitutes for petroleum-based plastics, and Cereplast Sustainables(TM) resins (including the Cereplast Hybrid Resins product line), which replaces up to 90 percent of the petroleum-based content of traditional plastics with materials from renewable resources. In connection with the Bankruptcy Filing, the Company's common stock began trading under a new trading symbol, "CERPQ" effective Feb. 19, 2014. Judge Basil H. Lorch III oversees the case. Cereplast is represented by Tamara Marie Leetham, Esq., at Austin Legal Group, as counsel. Horizon Technology Finance Corporation, as successor to Compass Horizon Funding Company LLC and Horizon Credit I, LLC, has asked the Court to convert the Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. Horizon is lender to the Debtor under the venture loan and security agreement dated Dec. 21, 2010, under which Horizon extended credit totaling $4.0 million. Horizon has been granted a security interest in all assets of the Debtor. The debt due Horizon is in payment default. The sale of the Collateral was scheduled for Feb. 11, 2014, but the Debtor sought to restrain the sale in proceedings pending in the Superior Court of the State of California, for the County of Los Angeles, as Cause No. CGC-08-482329. The Debtor's request for a restraining order was denied on Feb. 10, and the Chapter 11 case was commenced on the same day. Horizon is represented by Whitney L. Mosby, Esq., at Bingham Greenebaum Doll LLP. CHAMPION INDUSTRIES: Number of Directors Fixed at Seven ------------------------------------------------------- At the annual meeting of shareholders of Champion Industries, Inc., held March 17, 2014, the shareholders voted to fix the number of directors at seven and elected these directors to the Board: (1) Louis J. Akers; (2) Philip E. Cline; (3) Harley F. Mooney, Jr.; (4) Michael Perry; (5) Marshall T. Reynolds; (6) Neal W. Scaggs; and (7) Glenn W. Wilcox, Sr. The shareholders also approved, in an advisory (non-binding) vote, the Company's executive compensation disclosed in the proxy statement for the annual meeting. 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. As of July 31, 2013, the Company had $26.51 million in total assets, $33.35 million in total liabilities and a $6.83 million total shareholders' deficit. CHANNEL CONSTRUCTION: Case Summary & 29 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Channel Construction, Inc. PO Box 33359 Juneau, AK 99803 Case No.: 14-00103 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court District of Alaska (Anchorage) Judge: Hon. Herbert A. Ross Debtor's Counsel: Cabot C. Christianson, Esq. CHRISTIANSON & SPRAKER 911 W 8th Ave., Suite #201 Anchorage, AK 99501 Tel: (907) 258-6016 Fax: (907)258-2026 Email: cabot@cclawyers.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million A list of the Debtor's 29 largest unsecured creditors is available for free at http://bankrupt.com/misc/akb14-103.pdf CLUBCORP CLUB: S&P Affirms 'B+' CCR & Cuts Sr. Debt Rating to 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on U.S.-based golf and business club operator ClubCorp Club Operations Inc. The outlook is stable. At the same time, S&P revised its recovery rating on ClubCorp Club Operations Inc.'s upsized approximately $600 million outstanding senior secured term loan due 2020 and $135 million revolver due 2018 to '3', indicating its expectation for meaningful (50% to 70%) recovery for lenders in the event of a payment default, from '1' (90% to 100% recovery expectation). S&P subsequently lowered the issue-level rating on this debt to 'B+' from 'BB', in accordance with its notching criteria. ClubCorp expects to use the proceeds from the proposed $300 million add-on term loan primarily to repay its $270 million in outstanding senior unsecured notes. S&P's 'B+' corporate credit rating on ClubCorp reflects its assessment of the company's financial risk profile as "highly leveraged" and its assessment of the company's business risk profile as "satisfactory," according to S&P's criteria. "Our assessment of ClubCorp's financial risk profile as highly leveraged reflects the company's strong appetite for deploying capital to pursue strategic acquisitions. ClubCorp's acquisition activity has been fairly moderate the past few years, and our base-case forecast for total lease-adjusted debt to EBITDA is in the 4x area through 2015 (not incorporating acquisitions). While this would otherwise indicate a more favorable "aggressive" financial risk profile assessment, we believe ClubCorp's longer- term strategy is to utilize its debt capacity for acquisitions, potentially significantly increasing leverage for a period of time," S&P said. "We would view a spike in total lease-adjusted debt to EBITDA for productive acquisitions to about 6x as in line with the current rating. In addition, following the company's 2013 IPO, ClubCorp continues to be majority owned by financial sponsor KSL Capital Partners, which has executed a historically aggressive financial policy of significant dividends (KSL received $357 million in distributions from 2007 to 2009). Mitigating these factors is that the majority of ClubCorp's operations are owned or long-term leased, in contrast with competing operators across the golf industry, which predominantly manage club operations and do not hold large ownership interests. Because ClubCorp owns its golf facilities, these hard assets contribute to its financial flexibility, as one facility could be sold without disrupting the remaining golf operations," S&P added. "Our assessment of ClubCorp's business risk as satisfactory reflects the company's relatively stable golf business and low overall profit volatility, supported by a strong customer demographic, historically high retention rates, and a diverse network of properties that would be difficult to replicate, creating meaningful barriers to entry in the markets in which ClubCorp operates. However, we view the business clubs segment (22% of the company's revenue in 2013) as more vulnerable. It is characterized by low barriers to entry, the existence of competing alternative venues, and intense price competition in the demand for consumer dollars in this market," S&P noted. The club membership business depends on the ability to attract and retain members and maintain or increase levels of club usage by its members and their guests. Although the economy, consumer preferences, weather, and demographic trends affect club membership and usage, the company benefits from a business model based largely on recurring dues revenue. In 2013, dues represented approximately 50% of total revenue. However, while nearly 50% of total revenue is recurring in nature, the other more discretionary portion of revenue has exhibited volatility. Although the top 10 clubs contribute only 23% of revenues, there is some geographic concentration, with approximately 50% of revenue from Texas and California. S&P views this geographic concentration as a moderate business risk, given the susceptibility of particular regions of the country to experience varying degrees of economic challenges. However, ClubCorp's overall operating trends were relatively stable considering the magnitude of the recent recession and the meaningful decline in housing values in some of its key markets. COASTLINE INVESTMENTS: Files Schedules of Assets and Liabilities ---------------------------------------------------------------- Coastline Investments LLC filed its summary of schedules of assets and liabilities with the U.S. Bankruptcy Court for the Central District of California, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $12,000,000 B. Personal Property $2,061 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,053,224 E. Creditors Holding Unsecured Priority Claims $5,800 F. Creditors Holding Unsecured Non-priority Claims $105,530 ----------- ----------- TOTAL $12,002,061 $8,164,554 A copy of the Debtor's amended schedules is available for free at http://is.gd/y6nfde Coastline Investments, doing business as Hilltop Suites Hotel, and Diamond Waterfalls LLC, doing business as Diamond Bar Inn & Suites, filed bare-bones Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Case No. 14-13028 and 14-13030) in Los Angeles on Feb. 18. The Pomona, California-based Debtors each estimated at least $10 million in assets and $1 million to $10 million in liabilities. Shih-Chung Liu, who has a 100 percent membership in the companies, signed the bankruptcy petitions. The Debtors are represented by attorneys at Levene Neale Bender Rankin & Brill LLP, in Los Angeles. The Hon. Richard M Neiter oversees the case. COGENT COMMUNICATIONS: Moody's Affirms 'B3' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service has affirmed Cogent Communications Group, Inc.'s B3 corporate family rating (CFR), B3-PD probability of default rating (PDR) and SGL-1 speculative grade liquidity (SGL). The outlook remains stable. As part of the rating action, Moody's has also assigned a Caa1(LGD5-74%) rating to the new $200 million senior unsecured notes due 2021 to be issued by Cogent Communications Finance, Inc, a newly formed direct and unrestricted subsidiary of the company which will be merged with and into the company following the reorganization. The proceeds from the new note offering will be used for general corporate purposes including the repurchase the company's common stock or for special or recurring dividends to its stockholders. The proceeds will be deposited into an escrow account along with enough cash infusion from the company in order to meet the interest payment on the notes until the completion of the reorganization. One of the conditions to the release of the proceeds from the note offering in the escrow account to the company is the assumption of all obligations under the notes and the indenture by the company. The rating is subject to a review of the final documentation and the completion of the corporate restructuring with Cogent assuming the role of the borrower for the new senior unsecured notes. Based on Moody's expectation that the notes will be assumed by Cogent post the restructuring, Moody's has also upgraded the instrument ratings on the existing senior secured notes due 2018 at Cogent to B1 (LGD2-24%) from B2 (LGD3-40%) give the support from the new senior unsecured notes. Upgrades: Issuer: Cogent Communications Group, Inc. Senior Secured Regular Bond/Debenture, Upgraded to B1 (LGD2, 24%) from B2 (LGD3, 40%) Assignments: Issuer: Cogent Communications Finance, Inc. Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5, 74%) Outlook Actions: Issuer: Cogent Communications Group, Inc. Outlook, Remains Stable Affirmations: Issuer: Cogent Communications Group, Inc. Probability of Default Rating, Affirmed B3-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed B3 Ratings Rationale Cogent's B3 Corporate Family Rating is supported by a strong liquidity profile and Moody's expectation for double digit revenue growth and modest margin expansion from a growing and diverse customer base. The company's low cost structure and targeted niche sales approach make it a strong competitor against much larger companies which have higher legacy cost structures. The rating is constrained by limited free cash flow as a result of increased shareholder returns, relatively high leverage, its small scale and a highly competitive environment. The ratings for the debt instruments reflect both the overall probability of default of Cogent, to which Moody's assigns a PDR of B3-PD, and the loss given default assessments of individual debt instruments. In the LGD model assumption, Moody's assumes that the new $200 million senior unsecured notes due 2021 will be assumed by Cogent following the redemption of the $92 million convertible notes and the completion of the organizational restructuring. Cogent's $245 million senior secured notes due 2018 are rated B1 (LGD2 - 24%), two notches above the CFR to reflect the support provided by the Caa1 (LGD5-74%) rated senior unsecured notes post closing of the restructuring in June 2014. The stable outlook is based on Moody's views while the company's earnings and cash flows will grow, shareholder returns will increase in tandem. Moody's expects the Company will maintain sufficient liquidity and debt levels will remain relatively constant. The company's low cost structure and niche sales approach, in conjunction with its increasingly aggressive dividend policy, will prevent the company from generating meaningful positive free cash flow for the near future. Upward rating pressure could build if the Company demonstrates the ability to sustain free cash flow in excess of 5% of total debt and maintain adjusted leverage at or below 4x, which would likely result from better than expected operating performance. Downward rating pressure could develop if adjusted leverage trends towards 5.5x-6.0x, which may result from top line weakness due to an acceleration in price decline or higher customer churn. Also, any deterioration in liquidity could have negative ratings implications, especially without a revolving credit facility as a stopgap. The principal methodology used in this rating was the Global Communications Infrastructure Rating Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Cogent Communications ("Cogent" or "the Company"), with headquarters in Washington, DC, is a multinational Tier 1 Internet service provider. The Company offers Internet access and data transport over its fiber optic, IP network. Cogent also offers colocation via 43 Internet Data Centers and serves business and service provider companies with Ethernet-over-fiber services for Internet access. The Company generated $348 million in revenues for the full year ended 12/31/2013. COGENT COMMUNICATIONS: S&P Assigns 'B-' Rating to $200MM Sr. Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B-' issue-level rating and '6' recovery rating to Cogent Communications Group Inc.'s proposed $200 million senior notes due 2021. The '6' recovery rating indicates our expectation for negligible (0%-10%) eeedsrecovery in the event of payment default. S&P expects Cogent to use proceeds to eventually repay the $92 million face value convertible notes that we expect to be put to the company in June 2014. The remainder of the proceeds will be held on the balance sheet for a potentially longer period, and S&P believes will be used for share buybacks or special dividends. The 'B+' corporate credit rating on Washington, D.C.-based Internet service provider Cogent is unchanged and the outlook remains stable. S&P expects the transaction to increase adjusted leverage to the high-4x area at the end of 2014, including its expectation for the repayment of the company's convertible notes. With leverage below 5x, and our expectation for low double-digit EBITDA growth and significant positive free operating cash flow in 2014, we believe Cogent's financial risk profile remains "aggressive". RECOVERY ANALYSIS Key analytical factors: -- S&P has assigned a '6' recovery rating and 'B-' issue-level rating to the proposed $200 million of senior unsecured notes. -- S&P's '3' recovery rating and 'B+' issue-level rating on the existing secured notes remains unchanged. -- S&P's simulated default scenario envisions increased competition from broadband and transport providers causing industry prices to fall significantly despite volume growth, resulting in a sharp decline in profit margins and ultimately straining liquidity to the point of payment default. -- S&P has valued the company on a going-concern basis using a 4.0x multiple of its projected run rate EBITDA at emergence of $45 million. -- The 4x multiple (at the low end of the 4.0x to 5.0x range S&P ascribes to data transport companies) reflects that the company holds the majority of its fiber under long-term indefeasible rights of use agreements (IRUs), which S&P views less favorably than owned fiber, and that it is primarily a long-haul provider, which S&P views less favorably than metro fiber providers. Simulated default assumptions: -- Simulated year of default: 2018 -- EBITDA at emergence: $45 million -- EBITDA M=multiple: 4x Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $171 Million Valuation split in % (obligors/nonobligors): 70/30 -- Collateral value available to secured creditors: $153 million -- Secured first-lien debt: $250 million -- Recovery expectations: 50% to 70% -- Total value available to unsecured claims: $18 million -- Senior unsecured debt and pari-passu claims: $303 million -- Recovery expectations: 0% to 10% Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST Cogent Communications Group Inc. Corporate Credit Rating B+/Stable/-- New Rating Cogent Communications Group Inc. $200 million senior notes due 2021 B- Recovery Rating 6 COMMUNITY HEALTH: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Community Health Systems, Inc. 690 Third Street Beloit, WI 53511 Case No.: 14-11319 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Western District of Wisconsin (Madison) Judge: Hon. Robert D. Martin Debtor's Counsel: Rebecca R. DeMarb, Esq. KERKMAN DUNN SWEET DEMARB 121 S. Pinckney Street, Suite 525 Madison, WI 53703 Tel: 608-310-5502 Email: rdemarb@kerkmandunn.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard A. Perry, chief executive officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wiwb14-11319.pdf.pdf COMMUNITY MEMORIAL: Seeks Approval to Sell Mackinaw Property ------------------------------------------------------------ The trustee liquidating the assets of Community Memorial Hospital has filed a motion seeking court approval to sell a real property in Mackinaw City, Michigan. James Boyd, the liquidating trustee, proposes to sell a vacant land real property to Ronald and Linda Gwilt for $10,000 or to any buyer with a higher offer. Interested buyers must submit their offers by noon the first business day following court approval of the proposed sale, according to court papers. They are required to provide a signed purchase agreement on terms as favorable as the Gwilts' offer but with an overbid of at least $11,000, and a deposit of at least $1,000. If the trustee receives a higher offer for the property, a public auction will be conducted via telephone at the office of his legal counsel Kuhn Darling Boyd & Quandt P.L.C., in Traverse City, Michigan. Bidding will occur in increments of $1,000. If no bidders come forward, the trustee will close the sale with the Gwilts. In connection with the proposed sale of the property, the trustee also seeks court approval to pay, at closing, a real-estate commission of $1,000, any outstanding taxes, title insurance and any other normal and customary expenses associated with the sale. About Community Memorial Hospital Community Memorial Hospital, operator of the Cheboygan Memorial Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 12-20666) on March 1, 2012. Judge Daniel S. Opperman oversees the case. Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq., at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent the Debtor as counsel. The Debtor's financial advisor is Conway Mackenzie Inc. The Debtor disclosed $23,085,273 in assets and $26,329,103 in liabilities. Opened in 1942, the Debtor is an independent, not-for-profit entity, organized exclusively for charitable, scientific and educational purposes, and holds tax exempt status in accordance with Section 501(c)(3) of the Internal Revenue Code. The Cheboygan Memorial Hospital is a 25-bed critical access hospital located in Cheboygan, Cheboygan County, a community on the Lake Huron coast. The Debtor has 395 employees. McLaren Health Care Corporation proposed to acquire substantially all of the Debtor's operating assets at its primary hospital campus, for $5,000,000, plus (2) all amounts required for the Debtor to cure and assume the assigned Assumed Contracts and Leases. Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a five-member official committee of unsecured creditors in the Chapter 11 case of Community Memorial Hospital. Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan, represents the Unsecured Creditors' Committee as counsel. COMPETITIVE TECHNOLOGIES: Seeks to Void Former CFO's Actions ------------------------------------------------------------ Competitive Technologies, Inc.'s board of directors determined that Johnnie Johnson may have acted contrary to the best interests of Competitive Technologies, Inc., and its stockholders in connection with certain contracts, agreements, initiatives or other actions Mr. Johnson entered into on behalf of the Company without obtaining the Board's approval. The Company said Mr. Johnson may have breached fiduciary duties owed to the Company and its stockholders under Delaware law during his employment as the chief financial officer and consultant for the Company. "To protect the best interest of the Company and its stockholders, the Board further determined that Johnson did not have the authority to act on behalf of the Company in connection to the Actions and rendered such Actions rejected, null and void," the Company said in a regulatory filing with the U.S. Securities and Exchange Commission. "The Board also authorized certain officers to take all measures appropriate and necessary to nullify the Actions." About Competitive Technologies Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX: CTTC) -- http://www.competitivetech.net/-- was established in 1968. The Company provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. Competitive Technologies incurred a net loss of $3 million on $546,139 of gross profit from product sales in 2012, as compared with a net loss of $3.59 million on $1.86 million of gross profit from product sales in 2011. The Company's balance sheet at Sept. 30, 2013, showed $4.70 million in total assets, $10.42 million in total liabilities, and a $5.71 million total shareholders' deficit. Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman McCann P.C.), in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that at Dec. 31, 2012, the Company has incurred operating losses since fiscal year 2006. COPYTELE INC: Incurs $3.6 Million Net Loss in Jan. 31 Quarter ------------------------------------------------------------- CopyTele, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.61 million on $0 of revenue from patent assertion activities for the three months ended Jan. 31, 2014, as compared with a net loss of $2.09 million on $0 of revenue from patent assertion activities for the same period in 2013. As of Jan. 31, 2014, the Company had $10.32 million in total assets, $11.54 million in total liabilities, all current, $4.44 million in contingencies and a $5.66 million total shareholders' deficiency. A copy of the Form 10-Q is available for free at: http://is.gd/plnv07 About CopyTele Melville, N.Y.-based CopyTele, Inc.'s principal operations include the development, production and marketing of thin flat display technologies, including low-voltage phosphor color displays and low-power passive E-Paper(R) displays, and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over several communications media. CopyTele incurred a net loss of $10.08 million for the year ended Oct. 31, 2013, as compared with a net loss of $4.25 million during the prior year. CROSSOVER FINANCIAL I: Court Confirms Reorganization Plan --------------------------------------------------------- U.S. Bankruptcy Judge Sidney B. Brooks in March entered an order confirming Crossover Financial I, LLC's reorganization plan. The judge held in a March 20 order that the Fifth Amended Chapter 11 Plan of Reorganization dated Nov. 20, 2013, has satisfied the requirements for confirmation. According to the Plan, the secured claims of Colorado Capital Ventures, LLC, and Colorado Capital Ventures 2, LLC, are unimpaired. The secured claims of Allen and Vellone, P.C., and the noteholders are impaired. The noteholders will receive the balance of the proceeds of sale of the Debtor's real property on a pro rata basis of the principal amount of the respective promissory notes after the payment of unclassified administrative expenses and claims of Colorado Capital and Allen and Vellone. It is not expected that unsecured claims will receive any distributions. To the extent that potential litigation is commenced by the Debtor and results in any monetary recovery, the net monetary recovery (after deduction of any associated fees, costs, or other expenses) will be distributed the holders of unsecured claims on a pro rata basis. Mitchell Yellen, the sole member of the Debtor, will not receive any property under the Plan, and her membership interest will be cancelled. Copies of the confirmation order and the latest iteration of the Plan are available for free at: http://bankrupt.com/misc/Crossover_Financial_Plan_Order.pdf About Crossover Financial I Crossover Financial I, LLC, based in Elizabeth, Colorado, was formed on Aug. 12, 2005. Mitchell B. Yellen is the manager and sole member. The Company was formed for the purpose of raising funds through a Private Placement Memorandum to be loaned to an entity known as HPR, LLC, in connection with the acquisition and development of 440 acres of real property located near Monument, Colorado. HPR consisted of three members: Colorado Commercial Builders, Inc. (37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP (42.5%). Mitchell Yellen held an interest in the Yellen Family Partnership, LLLP. The project stalled primarily as a result of a collapse in the residential real estate development market in 2007 and potential developers pulled out of the project. There has been no further development activity on the Real Property since 2007. Faced with the prospect of a lengthy foreclosure proceeding, the Debtor entered into to an agreement with HPR whereby the Real Property was transferred to the Debtor by way of a deed-in-lieu of foreclosure. Upon acquiring the Real Property, the Debtor attempted to bring in additional developers to continue the project but those efforts were unsuccessful. The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-24257) on June 15, 2011. Judge Sidney B. Brooks presides over the case. Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in Denver, serves as bankruptcy counsel. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. The petition was signed by Mitchell B. Yellen. Karen McClaflin of Home Source Realty, LLC, Colorado acts as real estate broker for the Estate. An official unsecured creditors committee has not been appointed. CROWN CASTLE: Fitch Rates New $500MM Sr. Unsecured Notes 'BB-' -------------------------------------------------------------- Fitch Ratings has assigned a 'BB-' rating to Crown Castle International Corp.'s proposed $500 million senior unsecured note offering. Crown has an IDR of 'BB' and the Outlook is Stable. Crown intends to use the net proceeds from the offering to refinance its existing $500 million of 7.125% senior unsecured notes due 2019. Key Rating Drivers Crown's ratings are supported by the strong recurring cash flows generated from its leasing operations, the robust EBITDA margin that should continue to increase as a result of new lease-up opportunities, and the scale of its tower portfolio. Crown's primary focus on the U.S. market, compared with seeking growth in emerging markets, reduces operating risk. These factors lend considerable stability to cash flows and lead to a lower business risk profile than most typical corporate credits. A key factor in future revenue and cash flow growth for Crown, as well as the rest of the tower industry, is the growth in wireless network capacity needed to meet demand for mobile broadband services. Growth in 4G services will drive amendment activity and new lease-up revenues from the major operators, leading to at least midsingle-digit growth prospects for the next couple of years. Fitch expects Crown to deleverage through a mix of cash flow growth and debt reduction over the course of 2014. This should improve credit protection measures back within rating expectations. Fitch projects leverage based on full year EBITDA to be in the 5.5x to 5.7x range by the end of 2014. Crown materially expanded its tower portfolio in December 2013 when it closed on the $4.83 billion acquisition of exclusive rights to lease and operate towers from AT&T, Inc. Approximately $3.95 billion of the transaction was funded by proceeds from common and preferred equity offerings completed in October 2013, with the remainder funded by revolver drawings and cash on hand. Incremental term loans totaling $700 million were then used to repay a portion of the revolver. Crown has meaningful FCF generation, balance sheet cash, and favorable maturity schedule relative to available liquidity. Cash, excluding restricted cash, was $223 million as of Dec. 31, 2013. For the year, FCF was approximately $658 million. Crown spent $568 million on capital during this period with a significant portion allocated for land purchases, which is discretionary in nature. CCOC had drawn $374 million on its $1.5 billion senior secured revolving credit facility as of Dec. 31, 2013. The revolving credit facility matures in November 2018. The financial covenants within the credit agreement include a total net leverage ratio of 6.0x, and consolidated interest coverage of 2.5x. The financial leverage covenant has an additional step-down to 5.5x in March 2014. For 2014, Crown expects adjusted funds from operations of approximately $1.5 billion. Contractual maturities for 2014 and 2015 are $101 million and $100 million, respectively. Crown converted to a real estate investment trust (REIT) for tax purposes on Jan. 1, 2014. The company has indicated that the total cash distribution in 2014 will approximate $470 million. Fitch believes the company will have flexibility to manage its leverage as a REIT over the next several years, as its $2.2 billion net operating loss carry-forwards will allow it to manage required REIT distributions. Rating Sensitivities Positive: Longer-term, Crown may consider lowering its leverage target, which could lead to an upgrade. In Fitch's view, if the company operated in the 5.0x to 5.5x range, an upgrade could be considered. Negative: Future developments that may, individually or collectively, lead to Fitch taking a negative rating action include: -- If Crown does not deleverage the company below 6x by year- end 2014; or -- If Crown makes additional material acquisitions that are debt financed. CROWN CASTLE: Moody's Rates $500MM Senior Unsecured Notes 'B1' -------------------------------------------------------------- Moody's Investors Service has assigned a B1 rating to Crown Castle International Corp.'s proposed $500 million senior unsecured notes maturing 2022. The rating outlook is stable. Moody's expects the company to use the net proceeds from the offering, together with cash on hand, to purchase or redeem all of its outstanding 7.125% Senior Notes due 2019 and pay fees and expenses related to the foregoing. By replacing the notes due 2019 with the notes due 2022 , Crown Castle is lengthening tenor and, with the lower expected coupon, reducing interest costs, both credit pluses. The following rating was assigned with a stable outlook: Crown Castle International Corp. -- B1 new senior unsecured notes due 2022. Ratings are subject to revision if there are any material changes to the terms and conditions of the transaction as advised to Moody's. Moody's expects to withdraw the ratings of the company's 7.125% Senior Notes due 2019 upon purchase or redemption. Ratings Rationale Crown Castle's rating reflects the company's position as the leading independent wireless tower operator in the US with a strong operational profile and the ability to generate significant free cash flow despite the recent resumption of share purchase activity and initiation of a new dividend beginning in the first quarter of 2014. The rating also reflects the significant proportion of revenue that Crown Castle derives under contractual agreements with the largest US wireless operators. Moody's expects the carriers will continue to improve the coverage and capacity of their networks by adding additional communications equipment to Crown Castle's wireless infrastructure. At the same time, Crown Castle's rating is constrained by the significant increase in debt levels since 2011 to finance a string of acquisitions. The rating also incorporates the company's significant customer concentration, as the top four wireless carriers account for around 84% of Crown Castle's pro forma revenue. In addition, because the proposed AT&T acquisition will have a lower average tenancy ratio of 1.7 tenants per tower, compared to Crown Castle's existing communications sites (which average roughly 3 tenants per tower for sites operated more than 5 years), the company's EBITDA margins will likely be pressured over the near-term. Rating Outlook The rating outlook is stable, reflecting Crown Castle's solid operating performance, visible revenue growth via a significant backlog of contractual rents and increasing wireless carrier demand. The stable outlook also reflects our expectations of continued EBITDA and cash flow expansion that will support improvement in the company's credit profile and leverage metrics over the rating horizon. What Could Change the Rating -- Down The ratings may face downward pressure if weakening industry fundamentals, a return to more aggressive financial policies (e.g., return of capital to shareholders via share repurchases) or lower-than-expected cash flow growth result in the following Moody's adjusted key credit metrics on a sustained basis: total debt to EBITDA expected to be sustained above 7.5x, (EBITDA- Capex)/Interest trending under 1.5x and free cash flow to adjusted total debt in the low single digits. What Could Change the Rating -- Up Moody's expects the company's de-leveraging trend to continue, and further upward ratings migration would be dependent upon Crown Castle allocating a significant portion of free cash flow generation towards absolute debt reduction. Quantitatively, upwards rating pressure may develop if Crown Castle manages its capital structure to the following Moody's adjusted key credit metrics on a sustained basis: total debt to EBITDA trending towards 6x, (EBITDA-Capex)/Interest exceeding 2x and free cash flow to adjusted total debt in the high single digits. Moody's subscribers can find additional information in the Crown Castle Credit Opinion published on www.moodys.com. The principal methodology used in this rating was Global Communications Infrastructure Rating Methodology published in June 2011. Crown Castle owns, owns, operates, and leases towers and other infrastructure for wireless communications. Crown Castle offers significant wireless communications coverage to all of the top 100 US markets and to substantially all of the Australian population. Crown Castle owns, operates and manages approximately 40,000 and approximately 1,700 wireless communication sites in the US and Australia, respectively. CROWN CASTLE: S&P Assigns BB- Rating to $500MM Sr. Unsecured Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating and '5' recovery rating to telecom tower operator Crown Castle International Corp.'s proposed $500 million senior unsecured notes. The '5' recovery rating indicates S&P's expectation for modest (10% to 30%) recovery in the event of payment default. S&P expects the company to use proceeds to redeem its approximate $500 million of 7.125% senior notes due 2019. The 'BB' corporate credit rating and stable outlook on the company remain unchanged. The rating reflects the company's "excellent" business risk profile and "highly leveraged" financial risk profile. S&P expects financial metrics to be at the weaker end of the "highly leveraged" category, including leverage of above 6x. RATINGS LIST Crown Castle International Corp. Corporate Credit Rating BB/Stable/-- New Rating Crown Castle International Corp. Senior Unsecured $500 mil. notes BB- Recovery Rating 5 DELTA AIR LINES: U.S. Supreme Court Backs Frequent-Flier Programs ----------------------------------------------------------------- Brent Kendall, writing for The Wall Street Journal, reported that the U.S. Supreme Court gave airlines stronger legal protections for how they operate their frequent-flier benefits, in a case involving a rabbi who was booted out of an airline's rewards program. According to the report, the high court ruled unanimously that the Minnesota rabbi can't proceed with a lawsuit against Delta Air Lines Inc. subsidiary Northwest Airlines based on allegations that he was unfairly removed from the airline's WorldPerks program. Northwest revoked the Platinum Elite membership of Rabbi Binyomin Ginsberg in 2008, relying on a clause that said the airline "in its sole judgment" could remove a customer who abused the program, the report related. The rabbi, who logged around 75 flights a year on Northwest, said the airline told he him he was being kicked out because he complained too much about travel problems and sought excessive compensation from the airline. The rabbi's subsequent lawsuit made several claims under state law, including an allegation that the airline violated a contractual duty to act in good faith, the report further related. The Supreme Court, in a 15-page opinion by Justice Samuel Alito, said the rabbi's lawsuit was related to airline prices and services, and thus was barred by a 1978 federal law on airline deregulation, the report added. The decision overturned a lower- court ruling allowing the rabbi's case to proceed. About Delta Air Lines Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- provides scheduled air transportation for passengers and cargo throughout the United States, and around the world. The Company's route network is centered on the hub system it operate at airports in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK, Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo- Narita. The hub operations include flights, which gather and distribute traffic from markets in the geographic region surrounding the hub to domestic and international cities and to other hubs. The network is supported by a fleet of aircraft, which is varied in terms of size and capabilities. On Dec. 31, 2009, the Company's wholly owned subsidiary Northwest Airlines, Inc., merged with and into Delta. The wholly owned subsidiary of the Company is Northwest Airlines Corporation. Northwest and 12 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. * * * The Troubled Company Reporter, on March 6, 2014, reported that Fitch Ratings has upgraded Delta Air Line's IDR to 'BB-'. Fitch has also upgraded Delta's Seattle project bonds to 'BB-' from 'B+' and assigned ratings of 'BB+' to Delta's 2012 secured credit facility. The Rating Outlook is Positive. DEMCO INC: Sec. 341 Creditors' Meeting on June 23 ------------------------------------------------- The U.S. Trustee will convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Demco, Inc. on June 23, 2014, at 1:00 p.m. The meeting will be held at Buffalo UST - Olympic Towers. Demco, Inc., aka Decommissioning & Environmental Management Company, is a specialty trade contractor based in West Seneca, New York, which provides demolition services, nuclear work, environmental clean-up, disaster response and a variety of other services throughout the United States and, on a project-by-project basis, internationally. Some of Demco's better known demolition projects in the past have included the Rocky Flats Nuclear Power Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial Auditorium, and the Sunflower Army Ammunition Plant. Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 12-12465) on Aug. 6, 2012. Bankruptcy Judge Michael J. Kaplan presides over the case. Daniel F. Brown, Esq., at Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the Debtor in its restructuring effort. Freed Maxick CPAs, P.C. serves as its accountants, and Horizons Consulting, LLC, serves as its tax consultants. The Debtor estimated assets and debts at $10 million to $50 million. The petition was signed by Michael J. Morin, controller. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three creditors to serve on the Official Committee of Unsecured Creditors. First Niagara Bank, the cash collateral lender, is represented by William F. Savino, Esq., at Damon Morey. DJA CORP: Case Summary & 12 Unsecured Creditors ----------------------------------------------- Debtor: DJA, Corp. dba BA Trevi Zone 32250 Mission Trail Lake Elsinore, CA 92530 Case No.: 14-14117 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Central District Of California (Riverside) Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Stephen R Wade, Esq. THE LAW OFFICES OF STEHPEN R WADE 350 W Fourth St Claremont, CA 91711 Tel: 909-985-6500 Fax: 909-399-9900 Email: laurel@srwadelaw.com Estimated Assets: $704,100 Estimated Liabilities: $1.94 million The petition was signed by Michel Knight, president. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-14117.pdf DOLAN COMPANY: Obtains Interim Approval of Stock Trading Protocol ----------------------------------------------------------------- The Dolan Company, et al., sought and obtained interim approval from the U.S. Bankruptcy Court for the District of Delaware of procedures relating to the transfers of the Company's common stock and 8.5% series B cumulative preferred stock. As of Dec. 31, 2013, the Debtors estimate that they have net operating losses in the amount of approximately $150 million. The NOLs are of significant value to the Debtors and their estates because the Debtors can carry forward their NOLs to offset their future taxable income for up to 20 years, thereby reducing their future aggregate tax obligations. In addition, the NOLs may be utilized by the Debtors to offset any taxable income generated by transactions consummated during the Chapter 11 cases. Because an "ownership change" may negatively impact the Debtors' utilization of the NOLs, the Debtors propose these procedures: * Any "substantial shareholder" -- entity that has direct or indirect beneficial ownership of at least 4.5% of the common stock or 4.5% of the preferred stock -- must serve and file a declaration. * Prior to effectuating any transfer of the equity securities that would result in another entity becoming a substantial shareholder, the parties to such transaction must serve and file a notice of the intended stock transaction. * The Debtors have 14 calendar days after receipt of the stock transaction notice to object to the proposed transaction. * If the Debtors do not object, the proposed transaction may proceed. * Any transfer of the Equity Securities in violation of the procedures will be null and void ab initio. A final hearing on the motion will be held on April 17, 2014, at 11:00 am. (prevailing Eastern Time). Any objections must be filed on or before April 10. 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: Seeks to Employ Kirkland & Ellis as Counsel ---------------------------------------------------------- The Dolan Company, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Kirkland & Ellis LLP as their attorneys to, among other things, advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties. K&E's current hourly rates for matters related to the Chapter 11 cases range as follows: Partners $665 to $1,225 Of Counsel $415 to $1,195 Associates $450 to $835 Paraprofessionals $170 to $355 The following professionals presently are expected to have primary responsibility for providing services to the Debtors: Marc Kieselstein, P.C. $1,125 Jeffrey D. Pawlitz, Esq. $775 Joseph M. Graham, Esq. $595 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Kieselstein, a partner at Kirkland & Ellis LLP, in Chicago, Illinois, 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. Kieselstein discloses that Vista Equity Partners is the portfolio parent to both ACTIVE Network, a contract counterparty to the Debtors, and Sage Software, Inc., one of the Debtors' top unsecured creditors. Vista Equity Partners represented more than 1% of K&E's fee receipts for the 12-month period ending Feb. 28, 2014. Mr. Kieselstein said that on Feb. 5, 2014, the Debtors paid $150,000 to K&E as a classic retainer and the Debtors subsequently made additional classic retainer payments to K&E totaling $1,180,679 in the aggregate. Vicki Duncomb, vice president and chief financial officer, of the Company, relates that the Debtors utilized a review process to assess potential counsel based on their expertise in the relevant legal issues and in similar proceedings. Using that review process, the Debtors' chief executive officer, chief operating officer, and general counsel interviewed K&E and recommended that the Debtors employ the firm as bankruptcy counsel. A hearing on the employment application will be on April 17, 2014, at 11:00 a.m. (ET). Objections are due April 10. 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: Can Employ Kurtzman Carson as Claims & Admin. Agent ------------------------------------------------------------------ The Dolan Company, et al., obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as the claims and noticing agent and the claims agent protocol to, among other things, (a) distribute required notices to parties-in-interest, (b) receive, maintain, docket and otherwise administer the proofs of claim filed in the Debtors' cases, and (c) provide other administrative services. 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: Employs Pachulski as Local Delaware Counsel ---------------------------------------------------------- The Dolan Company, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Pachulski Stang Ziehl & Jones LLP as co-counsel to, among other things, provide legal advice regarding local rules, practices, and procedures. The principal attorneys and paralegals presently designated to represent the Debtors and their current standard hourly rates are: Laura Davis Jones, Esq. $995 Michael R. Seidl, Esq. $645 Timothy P. Cairns, Esq. $645 Margaret L. McGee, Esq. $295 The firm will also be reimbursed for any necessary out-of-pocket expenses. Ms. Jones, a partner in the law firm of Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, 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. Ms. Jones discloses that Great American Insurance Company is an insurer of the Debtors. The firm currently represents Great American Insurance and certain other insurers in a California state court litigation matter that is unrelated to the Debtors and the Chapter 11 cases. The firm has received payments from the Debtors during the year prior to the Petition Date in the amount of $79,122, including the Debtors' aggregate filing fees for the Chapter 11 cases, in connection with the preparation of initial documents and the prepetition representation of the Debtors. The firm represented the client in the 12-month period prepetition. Ms. Jones said the billing rates and material financial terms for the postpetition period remain the same as of the prepetition period. Pursuant to the Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses, Ms. Jones said the firm did not agree to any variations from, or alternatives to, your standard or customary billing arrangements for the engagement. Vicki Duncomb, vice president and chief financial officer of The Dolan Company, relates that PSZ&J has informed the Debtors that its rates are consistent between bankruptcy representations, including related transactional and litigation services. Ms. Duncomb also states that the firm does not have different billing rates and terms for non-bankruptcy engagements that can be compared to the billing rates and terms for the Debtors' engagement of PSZ&J. A hearing on the employment application is scheduled for April 17, 2014, at 11:00 a.m. (prevailing Eastern time). Objections are due April 10. 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. DOME PETROCHEMICAL: Case Summary & 12 Unsecured Creditors --------------------------------------------------------- Debtor: Dome Petrochemical, L.C. 3121 Buffalo Speedway, #6108 Houston, TX 77098 Case No.: 14-31836 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Karen K. Brown Debtor's Counsel: Barnet B Skelton, Jr, Esq. ATTORNEY AT LAW 712 Main St, Ste 1705 Houston, TX 77002 Tel: 713-659-8761 Fax: 713-659-8764 Email: barnetbjr@msn.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Rodman A. Eggen, manager. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb-14-31836.pdf ECOSPHERE TECHNOLOGIES: Reports $19.2 Million Net Income in 2013 ---------------------------------------------------------------- Ecosphere Technologies, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $19.16 million on $6.71 million of total revenues for the year ended Dec. 31, 2013, as compared with net income of $1.05 million on $31.13 million of total revenues during the prior year. As of Dec. 31, 2013, the Company had $21.32 million in total assets, $2.52 million in total liabilities and $3.72 million in total redeemable convertible cumulative preferred stock, and $15.07 million in total equity. Salberg & Company, P.A., in Boca Raton, Florida, 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 a loss from operations and cash used in operations along with an accumulated deficit. These matters 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/MoSxaC About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. EDGENET INC: Former Owner Wants Investigation Period Extended ------------------------------------------------------------- Ernest Wu, in his capacity as owner's representative for certain former owners of Edgenet, Inc., et al., asks the U.S. Bankruptcy Court for the District of Delaware to extend the investigation period set forth in the Final Cash Collateral Order as he has not been able to complete and will not be able to complete his investigation within the period provided under the Final Cash Collateral Order. Mr. Wu is represented by Joseph Grey, Esq., at Cross & Simon, LLC, in Wilmington, Delaware. A hearing on the request will be held on April 10, 2014, at 10:00 a.m. Objections are due April 3. 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. EFUSION SERVICES: Court Approves Powell Theune as Counsel --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized eFusion Services LLC to employ Powell Theune PC as counsel, effective Dec. 20, 2013. As reported in the Troubled Company Reporter on Jan. 30, 2014, the Debtor required Powell Theune to: (a) provide the Debtor with legal counsel with respect to its powers and duties as Debtor and Debtor-in-possession; (b) prepare on behalf of the Debtor the necessary applications, complaints, answers, motions, reports and other legal papers, and representing the Debtor in negotiations and at all hearings in this case and related proceedings; (c) assist the Debtor in the preparation and confirmation of a Chapter 11 disclosure statements and plans, if appropriate; and (d) perform other legal services for Debtor, which may be necessary herein. Powell Theune will be paid at these hourly rates: Philipp C. Theune $275 Paralegals $125 Powell Theune will also be reimbursed for reasonable out-of-pocket expenses incurred. On Dec. 11, 2013, Powell Theune received a retainer in the amount of $7,480, paid by the Debtor, the bulk of which has been used on pre-petition fees and costs. The balance remains in Powell Theune's COLTAF account. Philipp C. Theune, Esq., attorney at Powell Theune, 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. Powell Theune can be reached at: Philipp C. Theune, Esq. POWELL THEUNE PC 6595 West 14th Ave., Suite 100 Lakewood, CO 80206 Tel: (303) 832-1150 Fax: (303) 845-6934 E-mail: ptheune@PowellTheune.com eFusion Services LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 13-30740) on Dec. 20, 2013. The petition was signed by Paul Lufkin, Manager of eFusion Management LLC. The Debtor disclosed total assets of $35 million and total liabilities of $28.6 million. The Hon. Michael E. Romero presides over the case. The Debtor employed Powell Theune PC as its counsel. Richard A. Weiland, the U.S. Trustee for Region 19, was not able to form an Official Committee of Unsecured Creditors in the bankruptcy case of eFusion Services LLC because there were too few unsecured creditors who are willing to serve on the Committee. EFUSION SERVICES: April 10 Evidentiary Hearing on Case Dismissal ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado will hold an evidentiary hearing on April 10, 2014, at 9:30 a.m., to consider creditors McCann, Dorsey and Maley's joint motion to dismiss the Chapter 11 case of eFusion Services, LLC. As reported in the Troubled Company Reporter on March 5, 2014, the Debtor objected to the motion to dismiss, stating that it did not file for bankruptcy to stop any efforts of the creditors MDM as MDM was not engaged in any efforts to foreclose on their collateral; did not file the petition in bad faith, especially when compared to MDM's bad faith conduct; and will prove so at a full hearing. In February 2014, the creditors said that the Debtor has no debts to reorganize and no business to rehabilitate. According to the creditors, the Debtor is a holding company with no cash, no income, no ability to generate income, nine creditors, no money to pay its counsel only one month into this case. This case was filed in bad faith for the benefit of the Debtor's majority owner, eFusion Management and its principal Paul Lufkin so that they could attempt to salvage a deal they failed to close for almost a year. Daniel J. Garfield, Esq., at Foster Graham Milstein & Calisher LLP, counsel of the creditors, said the creditors and the Debtor agreed in December 2012 that the Debtor would purchase companies for $35 million and pay Dorsey and McCann $27 million by February 2013. Despite multiple extensions of the payment deadline, the Debtor failed to raise any funds, and Dorsey and McCann exercised their right to terminate the purchase. The Debtor now claims that no termination occurred and asserts that Dorsey and McCann were not truthful concerning the finances of the companies. This dispute, above all other facts, explains the Debtor's bad faith petition, Mr. Garfield said. eFusion Services LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 13-30740) on Dec. 20, 2013. The petition was signed by Paul Lufkin, Manager of eFusion Management LLC. The Debtor disclosed total assets of $35 million and total liabilities of $28.6 million. The Hon. Michael E. Romero presides over the case. The Debtor employed Powell Theune PC as its counsel. Richard A. Weiland, the U.S. Trustee for Region 19, was not able to form an Official Committee of Unsecured Creditors in the bankruptcy case of eFusion Services LLC because there were too few unsecured creditors who are willing to serve on the Committee. ELBIT IMAGING: Gamida Receives Acquisition Proposal ---------------------------------------------------- Elbit Medical Technologies Ltd., a subsidiary of Elbit Imaging Ltd., announced that on March 7, 2014, Gamida Cell Ltd., in which Elbit Medical holds approximately 30.8 percent of the voting power, received a non-binding proposal contemplating its purchase by a global pharmaceutical company. The proposed consideration for that purchase is expected to include a payment of a significant amount upon closing, as well as certain milestone-based payments (contingent upon development, regulatory approvals or sales related to Gamida Cell's product), with such proposed consideration expected to amount to up to several hundred million dollars. No definitive agreement has been signed to date and there is no certainty that the negotiation of that non-binding proposal will lead to the conclusion of a definitive agreement or that a transaction will be completed. The execution of a definitive agreement is subject to certain conditions precedent, including but not limited to, the approval of the authorized corporate organs of each of Gamida Cell, Elbit Medical, other shareholders of Gamida Cell and the Purchaser. About Elbit Imaging Ltd. Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. The Company's balance sheet at Sept. 30, 2013, showed NIS4.83 billion in total assets, NIS4.96 billion in total liabilities and a NIS122.24 million shareholders' deficiency. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors - - and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELBIT IMAGING: Fails to Comply with NASDAQ's $1 Bid Price Rule -------------------------------------------------------------- Elbit Imaging Ltd. received a written notification from the Listing Qualifications Department of The NASDAQ Stock Market LLC advising the Company that for the previous 30 consecutive business days the bid price for the Company's ordinary shares had closed below the minimum $1.00 per share required under NASDAQ Listing Rule 5450(a)(1). The notification letter states that the Company will be afforded 180 calendar days to regain compliance with the minimum bid price requirement. In order to regain compliance, the closing bid price for the Company's ordinary shares must be a least $1.00 per share for a minimum of ten consecutive business days. The compliance period expires on Sept. 8, 2014. The Company intends to monitor the bid price for its ordinary shares between now and Sept. 8, 2014, and will consider all available options to resolve the deficiency and regain compliance with the minimum bid price requirement. If necessary, the Company may effect a reverse stock split to regain compliance with the minimum bid price requirement. In the event that the bid price deficiency is not cured by the end of the applicable compliance period, the Company's ordinary shares would be subject to delisting. About Elbit Imaging Ltd. Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. The Company's balance sheet at Sept. 30, 2013, showed NIS4.83 billion in total assets, NIS4.96 billion in total liabilities and a NIS122.24 million shareholders' deficiency. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors - - and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELEPHANT TALK: Delays Form 10-K for 2013 ---------------------------------------- Elephant Talk Communications Corp. 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 the Form 10-K could not be filed on a timely basis because the Company required additional time to work with its outside professionals to complete its review and finalize the Form 10-K, including how its losses to date, when combined with the Company's recently completed financing efforts would impact the Company's liquidity position. The Company expects to file the Form 10-K within the additional time allowed by the report. About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk disclosed a net loss attributable to the Company of $23.13 million in 2012, a net loss attributable to the Company of $25.31 million in 2011 and a net loss attributable to the Company of $92.48 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $46.45 million in total assets, $22.53 million in total liabilities and $23.91 million in total stockholders' equity. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations has an accumulated deficit of $203.3 million and continues to generate negative cash flows that raise substantial doubt about its ability to continue as a going concern. ELITE PHARMACEUTICALS: Board Classified Into 3 Classes ------------------------------------------------------ The Board of Directors of Elite Pharmaceuticals, Inc., amended and restated the Company's By-Laws. Section 3.03 of the By-Laws was amended in its entirety, new sections 2.06 and 2.07 of the By-Laws were added and former Sections 2.06 through 2.10 of the By-Laws were renamed Sections 2.08 through 2.12. The Company's Board of Directors is now classified into three separate classes of directors, as nearly equal in number as possible, with each respective class to serve a three-year term and until their successors are duly elected and qualified. The annual meeting of shareholders, tentatively scheduled for May 21, 2014, will be the first election of directors after adoption of the Board Classification, and as a result, at the Annual Meeting (A) two Class I directors will be elected to an initial one-year term expiring at the 2015 annual meeting and until their respective successors are elected and qualified, (B) two Class II directors will be elected to an initial two-year term expiring at the 2016 annual meeting and until their respective successors are elected and qualified and (C) two Class III directors will be elected to an initial three-year term expiring at the 2017 annual meeting and until their respective successors are elected and qualified. At each annual meeting commencing with the 2015 annual meeting, directors will be elected to succeed those directors whose terms then expire, with each person so elected to serve for a three-year term and until his or her respective successor is elected and qualified. Additional information is available for free at: http://is.gd/JvZhux About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. Elite Pharmaceuticals reported net income attributable to common shareholders of $1.48 million on $3.40 million of total revenues for the year ended March 31, 2013, as compared with a net loss attributable to common shareholders of $15.05 million on $2.42 million of total revenues for the year ended March 31, 2012. The Company's balance sheet at Dec. 31, 2013, showed $18.27 million in total assets, $23.20 million in total liabilities and a $4.92 million total stockholders' deficit. Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company has experienced significant losses resulting in a working capital deficiency and shareholders' deficit. These conditions raise substantial doubt about its ability to continue as a going concern. ELITE PRECISION: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: Elite Precision Fabricators 2239 Saint Beulah Chapel Road Montgomery, TX 77316 Case No.: 14-31773 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Karen K. Brown Debtor's Counsel: James B. Jameson, Esq. ATTORNEY AT LAW P. O. Box 980575 Houston, TX 77098 Tel: 713-807-1705 Fax: 713-807-1710 Email: jbjameson@jamesonlaw.net Estimated Assets: $5.43 million Estimated Liabilities: $6.41 million The petition was signed by Shannon Thornton, president. A list of the Debtor's 11 unsecured creditors is available for free at http://bankrupt.com/misc/txsb14-31773.pdf EMPIRE RESORTS: Incurs $27 Million Net Loss in 2013 --------------------------------------------------- Empire Resorts, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss applicable to common shares of $27.05 million on $70.96 million of net revenues for the year ended Dec. 31, 2013, as compared with a net loss applicable to common shares of $2.26 million on $71.97 million of net revenues during the prior year. As of Dec. 31, 2013, the Company had $39.04 million in total assets, $48.82 million in total liabilities and a $9.77 million total stockholders' deficit. A copy of the Form 10-K is available for free at: http://is.gd/2fIvF6 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. EMPRESAS OMAJEDE: BPPR Says Plan Outline Should be Rejected ----------------------------------------------------------- Banco Popular De Puerto Rico ("BPPR"), a secured creditor of Empresas Omajede Inc., is objecting to the disclosure statement explaining the proposed Chapter 11 plan of Empresas. Ubaldo M. Fernandez, Esq., at O'Neill & Borges LLC, counsel to BPPR, says the Disclosure Statement fails to meet the required legal standards under the Bankruptcy Code. According to Mr. Fernandez, the Disclosure Statement should not be approved because it (i) fails to provide essential information required for BPPR to make an informed decision on the Plan as required by Section 1125 of the Code, and (ii) Plan does not satisfy the provisions of Section 1129 of the Code and, is patently un-confirmable. Mr. Fernandez relates that the most blatant inadequacy of the Disclosure Statement is that it fails to provide any information as to the Debtor's lessees and the status of the existing lease agreements for the Debtor's properties. This information, together with the lack of reporting by the Debtor as to the accounts receivables for its lessees, fatally impairs the capacity of creditors to assess the feasibility of the Plan, he tells the Court. The Plan and Disclosure Statement The disclosure statement accompanying Empresas Omajede's plan of reorganization dated Dec. 9, 2013, provides that: -- Holders of allowed administrative expense claims (estimated to be $20,000) will receive 100 percent recovery. The secured claim of Banco de Desarrollo Economico de Puerto Rico (estimated to be $430,472) will be allowed in its entirety. Banco Popular de Puerto Rico has estimated recovery of 100 percent of its $2,518,192 secured claim. -- Holders of Allowed General Unsecured Claims will be paid 100 percent of their claims, as may be fully determined and allowed by the Court, including the claim of the State Insurance Fund, without interest, in deferred equal consecutive monthly instalments commencing on the 30th day of the month following the Effective Date and continuing on the 30th day of the following 59 months. These claims are estimated in the amount of $983,380 and will be paid $15,919 monthly. -- The shares of Debtor's shareholders will be retained and are unaltered. After confirmation of the Plan, the Debtor will continue with its current management. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/EMPRESAS_DS.pdf About Empresas Omajede Empresas Omajede, Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012. Nelson E. Galarza serves as financial advisor. The Debtor disclosed $16,718,614 in assets and $4,935,883 in liabilities in its schedules. The Debtor is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets located at La Ectronica Building, 1608 Bori St., in San Juan, Puerto Rico. ENERGY FUTURE: Owners May Almost Walk Away from Company ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that KKR & Co., TPG Inc., and Goldman Sachs Capital Partners, the owners of Energy Future Holdings Corp., may end up with as little as 1 percent of the equity in the reorganized energy producer, said three people with direct knowledge of the negotiations on a so-called prepackaged Chapter 11 plan. According to the report, last year, creditors rejected a proposal from the owners that would have allowed them to retain 15 percent of the equity. In return for virtually walking away, the owners would be given releases of claims that creditors otherwise might pursue, the people said. The talks may enable Energy Future to delay filing in Chapter 11 for a month, giving participants more time to work on a reorganization plan, 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. ERF WIRELESS: CFO Richard Royall Resigns, Replacement Named ----------------------------------------------------------- Richard Royall on March 14, 2014, tendered his resignation as CFO of ERF Wireless, Inc., in order to devote more time to his accounting practice in Houston on a full time basis. Mr. Royall has indicated to ERF Wireless that he will continue to serve as a member of the Board of Directors and will continue to support the Company's on-going business activities from that position. The position of CFO for ERF Wireless has been filled effective March 17, 2014, by the appointment of Mr. Greg Smith to that position. Mr. Smith has previously held multiple executive positions at ERF Wireless and was the Company's first CFO in the 2004-2008 time period as well as serving as the initial CEO. In addition, effective March 18, 2014, Mr. Wesley Sherer has accepted the position of Controller and will report directly to Mr. Smith as CFO. About ERF Wireless Based in League City, Texas, ERF Wireless, Inc., provides secure, high-capacity wireless products and services to a broad spectrum of customers in primarily underserved, rural and suburban parts of the United States. ERF Wireless incurred a net loss attributable to the Company of $4.81 million 2012 following a net loss attributable to the Company of $3.37 million in 2011. As of Sept. 30, 2013, ERF Wireless had $5.31 million in total assets, $10.43 million in total liabilities and a $5.12 million total shareholders' deficit. EVERYWARE GLOBAL: S&P Puts 'B' CCR on CreditWatch Negative ---------------------------------------------------------- Standard & Poor's Ratings Services placed all its ratings, including the 'B' corporate credit rating, on Lancaster, Ohio- based manufacturer and distributor of tableware EveryWare Global Inc. on CreditWatch with negative implications. The CreditWatch placement means S&P could either lower or affirm the ratings following the completion of its review. The CreditWatch placement reflects S&P's belief that EveryWare's liquidity may be constrained over the next four quarters as a result of two scheduled leverage covenant step-downs that will occur in March and December 2014. Continued weak economic conditions have hurt the company's performance over 2013. However, an accounting adjustment for inventory balances related to a furnace closure significantly compressed EBITDA in the fourth quarter. S&P believes the company will report less than 10% covenant cushion at quarter-end December 2013. In addition, the company received an equity cure from its financial sponsor owner for the March 2014 quarter as it was not expected that the company would be in compliance with its leverage ratio test. S&P could lower the ratings if it believes the cushion on the leverage covenant would remain below 10% and the company cannot improve and sustain cushion of at least 15% over the near term. Alternatively, S&P could affirm the ratings if it believes the company will sustain covenant cushion of at least 15%. S&P will resolve the CreditWatch listing for EveryWare following its review of the company's annual report and liquidity as well as its financial policy, including any debt reduction plans. EXIDE TECHNOLOGIES: Wells Fargo Opposes Hiring of MCAM ------------------------------------------------------ Wells Fargo Bank, N.A. is blocking efforts by Exide Technologies and its unsecured creditors to win court approval to hire MCAM, Inc. as consultant and broker. Exide and the committee representing its unsecured creditors had proposed to hire the firm to help market and potentially sell the company's patent portfolio. In a court filing, Wells Fargo complained that it wasn't consulted regarding Exide's plan to hire MCAM despite the fact that the patent portfolio was pledged to the bank as collateral for the senior secured notes issued under an indenture dated Jan. 25, 2011. Wells Fargo serves as trustee and collateral agent under the indenture pursuant to which Exide issued its $675 million in face amount of 8-5/8% Senior Secured Notes due 2018. "Given the indenture trustee's lien in the patent portfolio, the application should be denied unless certain accommodations are made in recognition of the indenture trustee's lien," said the bank's lawyer, Richard Robinson, Esq., at Reed Smith LLP, in Wilmington, Delaware. Mr. Robinson can be reached at: Richard A. Robinson, Esq. Reed Smith LLP 1201 N. Market Street, Suite 1500 Wilmington, DE 19801 Tel: (302) 778-7500 Fax: (302) 778-7575 Email: rrobinson@reedsmith.com About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. FINJAN HOLDINGS: Unit Issued Patent for Mobile Code Protection -------------------------------------------------------------- Finjan Holdings, Inc.'s subsidiary Finjan, Inc., has been issued a new U.S. patent - 8,677,494 (the '494 patent). The '494 patent is the most recent addition to the Finjan patent portfolio which now exceeds 40 issued and pending patents worldwide. This most recent patent issuance relates to a proprietary malicious mobile code runtime monitoring systems and methods, which Finjan began developing in the mid 1990's to address potential network security threats through better recognition of malicious code segments passing through Internet infrastructure and networks to endpoint devices. The techniques described in the '494 patent cover protection systems and methods offering security for one or more personal computers or other intermittently or persistently network accessible devices or processes. Specifically, the inventive aspects of the patent cover various defenses from undesirable or otherwise malicious operations of Java TN applets, ActiveXTM controls, JavaScriptTM scripts, Visual Basic scripts, add-ins, and downloaded/uploaded programs which are often downloaded by users without considering the inherent security risks. Finjan was founded to develop technologies such as those captured in the '494 patent and has secured patent protection for innovations that beneficially affect PC users on a daily basis. "Finjan has been recognizable at the center of the software security technology sector for nearly two decades," said Finjan's president, Phil Hartstein. "This recent patent issuance is significant as it affirms the importance of our continued commitment to our innovative culture. We expect to continue this trend of issuing patents into our portfolio, both in the United States and abroad, and investing in new technologies to combat relentlessly evolving threats in the cybersecurity space." About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Converted Organics disclosed a net loss of $8.42 million in 2012, as compared with a net loss of $17.98 million in 2011. Finjan Holdings's balance sheet at Sept. 30, 2013, showed $30.35 million in total assets, $927,000 in total liabilities and $29.42 million in total stockholders' equity. Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit that raises substantial doubt about the Company's ability to continue as a going concern. FIRED UP: Seeks Approval to Use Cash Collateral ----------------------------------------------- Fired Up, Inc., which intends to close additional unprofitable locations while in bankruptcy protection, is seeking court approval to use cash collateral in the ordinary course of business. The Debtor also wants the court to grant preliminary approval of the motion pending a final hearing. FRG Capital, LLC holds a blanket lien upon the Debtor's assets. FRG is controlled by insiders of the Debtor and consents to the use of cash collateral. GE Capital Franchise Corporation has liens upon the Debtor's interest in real and/or personal property at four of its locations. Independent Bank has a lien upon one of Debtor's locations. Prosperity has a lien upon a single location. Xerox has a lien upon an individual piece of equipment. The Debtor says that it needs to access cash collateral until a plan of reorganization is confirmed. The company says it's critical to have access to cash and other business property to continue to operate in the ordinary course of business and to pay normal operating expenses. According to the Debtor, borrowing funds postpetition to cover cash collateral as of the Petition Date and begin generating non- encumbered postpetition cash collateral will decrease the value of its business. The Debtor proposes to provide adequate protection to all parties with an interest in cash collateral in this manner: a. All creditors with an interest in cash collateral will be granted a replacement lien to the same extent, priority and validity as its prepetition lien; b. The Debtor will continue to operate its business in the ordinary course of business thus generating additional cash collateral; and c. The Debtor will maintain insurance upon the property giving rise to the cash collateral. The Debtor has proposed a budget for the month of April 2014. $17.7 Million of Secured Debt The Debtor said in a court filing that it estimates the book value of its tangible personal property assets at approximately $7.3 million. The Debtor also holds significant intangible property, including trademarks and other intellectual property. The company estimates that it owes $17.7 million in contractual secured debt, including $13.4 million to FRG Capital, LLC, $1.9 million to GE Capital Franchise Finance Corp., $600,000 to Independent Bank of Waco and $1.2 million to Prosperity Bank. The company owes $260,000 in delinquent ad valorem taxes; its current ad valorem property tax obligations, incurred but not due, are approximately $2.2 million. Debtor has current priority obligations to employees consisting of approximately $950,000 in wages, $400,000 in accrued vacation time and $70,000 in bonuses earned and owed. The Debtor owes $1.9 million in priority tax claims. The Company's draft schedules, which are still being prepared, reflect unsecured debts of $13.8 million, but this amount very likely overstates the Debtor's actual liabilities. Major unsecured liabilities include $2.8 million owed to AEI Fund Management, Inc. with regard to two shortfall notes, $3.3 million in contingent obligations with regard to leases to be rejected, $2.2 million owed to a former vendor and $620,000 owed to Independent Bank of Waco for a loan on a surrendered ground lease. Much of the remaining amounts scheduled consist of current amounts owed to vendors and estimated tax amounts to be paid under triple net leases in the future. In terms of numbers, only a handful of priority and general unsecured operating debts (e.g. vendors, utilities, taxes) have not been kept current and were not current at the time of filing. About Fired Up Fired Up, Inc., the Austin, Texas-based owner and operator of the Johnny Carino's Italian restaurant chain, sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March 27, 2014, in Austin. The Debtor is represented by attorneys at Barron & Newburger, P.C., in Austin. It estimated assets and debt of $10 million to $50 million. As of the bankruptcy filing, Fired Up had 2,900 employees and owned and operated 46 company-owned stores known as Johnny Carino's Italian in seven states (Texas, Arkansas, Colorado, Louisiana, Idaho, Kansas and Missouri) and 61 franchised or licensed locations in 17 states and four other countries (Bahrain, Dubai, Egypt and Kuwait). The company began its own "out of court" reorganization in the last quarter of 2013 by closing 20 unprofitable restaurants. The company later opted to seek bankruptcy protection to tie up the "loose ends" of its self-imposed "reorganization" that did not appear capable of being tied up without litigation. In particular, the provisions of the Bankruptcy Code with respect to the rejection of burdensome leases and the ability to propose and pay out its debts pursuant to a Plan without piecemeal prosecution by random uncooperative creditors undermining same were particularly attractive. For the fiscal year ending June 27, 2012, the company reported total revenues of $125.7 million, net income of $614,000, and guest counts of 8.6 million. For the fiscal year ending June 26, 2013, the company reported total revenues of $120.8 million, a net loss of $5.9 million, and guest counts totaling 8.5 million. Creed Ford III is the majority shareholder and has served as president and CEO since 2008. Mr. Ford and Norman J. Abdallah formed Fired Up in 1997 for the purpose of acquiring the then six- unit Johnny Carino's Italian Kitchen chain from Brinker International, Inc. FIRED UP: Rejecting Leases for 15 of 19 Closed Restaurants ---------------------------------------------------------- Fired Up, Inc. filed an emergency motion to reject leases with respect to 15 closed restaurant locations nunc pro tunc to the Petition Date. Approximately seven months prior to the Petition Date, as part of an attempt to reverse the financial losses it was experiencing, the Debtor commenced a unit-by-unit analysis of its company Stores. The analysis clearly showed that: (i) 34 company stores were consistently profitable or, at worst breaking even; (ii) 14 company stores were consistently losing money; and (iii) 18 stores were "on the cusp." The Debtor made the determination to close those locations with respect to which it did not believe with some certainty it could mitigate or eliminate its losses in a relatively short period of time. Between September of 2013 and the Petition Date, it closed 19 stores. As operations have ceased, the Debtor says it is appropriate to reject 15 real property leases. The Debtor is not seeking to reject four of the leases on the 19 closed stores at this time, as the Debtor is pursuing options for the sale of its property and/or transfer of the leases which will net far more to the Debtor than it will save by rejection at this time. The Debtor is rejecting the leases with respect to these store locations: Store # Lessor/Servicer Location ------- --------------- -------- 85 AEI Income & Growth Fund 2638 Derek Drive Lake Charles, LA 98 AEI Income & Growth Fund 25 5700 N. Elizabeth Street Pueblo, CO 42 Cassidy Turley Midwest, Inc. 421 E. Nolana Loop McAllen, TX 44 Cassidy Turley Midwest, Inc. 389 S. Wadsworth Blvd. Lakewood, CO 66 Cassidy Turley Midwest, Inc. 510 LBJ Freeway (West IH-635) Irving, TX 81 Cassidy Turley Midwest, Inc. 960 N. Hwy 287 Mansfield, TX 76063 84 Cassidy Turley Midwest, Inc. 411 B East Loop 281 Longview, TX 75605 51 Gentilis, Inc. 3402 St. Michael Dr. Texarkana, TX 75503 95 Moondance, Inc. 5900 S. Hulen St. Fort Worth, TX 76132 46 National Retail Properties 3805 I-10 South Beaumont, TX 77705 50 National Retail Properties 595 E. Round Grove Road Lewisville, TX 75067 47 Native Land Investments, Ltd. 2473 28th Street Greeley, CO 80634 96 RC NELMS JR. HILLCREST TRUST 1725 Loop 323 WSW Tyler, TX 75701 59 Wilmington Center, LLC 2840 Highway 6 & 50, Grand Junction, CO 90 Magdalena Properties 5750 Hwy. 6, Missouri City, TX 77459 104 Pleasant Ridge Development 11600 Pleasant Ridge Rd., West Little Rock, AR 72223 37 AEI Accred. Inv. Fund 2002 2033 Ken Pratt Blvd., Longmont, CO 80501 About Fired Up Fired Up, Inc., the Austin, Texas-based owner and operator of the Johnny Carino's Italian restaurant chain, sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March 27, 2014, in Austin. The Debtor is represented by attorneys at Barron & Newburger, P.C., in Austin. It estimated assets and debt of $10 million to $50 million. As of the bankruptcy filing, Fired Up had 2,900 employees and owned and operated 46 company-owned stores known as Johnny Carino's Italian in seven states (Texas, Arkansas, Colorado, Louisiana, Idaho, Kansas and Missouri) and 61 franchised or licensed locations in 17 states and four other countries (Bahrain, Dubai, Egypt and Kuwait). Creed Ford III is the majority shareholder and has served as president and CEO since 2008. Mr. Ford and Norman J. Abdallah formed Fired Up in 1997 for the purpose of acquiring the then six- unit Johnny Carino's Italian Kitchen chain from Brinker International, Inc. FIRED UP: 31% of Suppliers Identified as Critical Vendors --------------------------------------------------------- Fired Up, Inc. filed an emergency motion to pay prepetition claims of key suppliers and service providers. Counsel to the Debtor, Barbara M. Barron, Esq., at Barron & Newburger, P.C., explains that as of the Petition Date, Debtor was generally paying its vendors on current terms or terms with which they were willing to live with the exception of Ben E. Keith, a former vendor with whom the Debtor was engaged in litigation. While it is currently doing business with over 215 vendors, the Debtor has identified 67 vendors whom it deems at this time to be "critical." Of these 67 vendors, 15 are owed nothing, 25 are owed less than $1,000, and 16 or owed less than $15,000. The aggregate amount owed to these vendors is $1,260,022. Approximately 44% of the aggregate amount owed the critical vendors other than Ford Restaurant Group is owed to Glazier Foods Company, which is the major food supplier for all of the company stores. The Debtor's purchases from Glazier average approximately $1.25 million monthly; the Debtor is on 30 day terms; as of the filing date, approximately one-third of the debt incurred to Glazier monthly was outstanding. Other food suppliers on the list include two other general food suppliers (e.g. Food Services of America and Sysco Lincoln) which supply foods in areas not covered by Glazier. It also includes ten produce and four dairy suppliers, as Debtor prides itself on attempting to use the freshest ingredients available at a reasonable price. According to Ms. Barron, the Debtor, because of its volume, has been able to negotiate good contracts with respect to price and terms, however, while its suppliers should want to keep the Debtor as a customer, they cannot be expected to offer special terms or products with significant past due amounts owed -- be it seven figures to Glazier or three figures to a small produce house. Moreover, because of the many proprietary products which the Debtor must stock, it would require a considerable effort to change food vendors, even assuming new vendors could be found. Ford Restaurant Group is owned by Creed Ford III and Lynn Ford, who hold or control the majority of shares of the Debtor. While the nature of the services provided by this entity are certainly critical (e.g. financial, IT) it is not seeking payment at this time of any of the sums it is owed prepetition. About Fired Up Fired Up, Inc., the Austin, Texas-based owner and operator of the Johnny Carino's Italian restaurant chain, sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March 27, 2014, in Austin. The Debtor is represented by attorneys at Barron & Newburger, P.C., in Austin. It estimated assets and debt of $10 million to $50 million. As of the bankruptcy filing, Fired Up had 2,900 employees and owned and operated 46 company-owned stores known as Johnny Carino's Italian in seven states (Texas, Arkansas, Colorado, Louisiana, Idaho, Kansas and Missouri) and 61 franchised or licensed locations in 17 states and four other countries (Bahrain, Dubai, Egypt and Kuwait). Creed Ford III is the majority shareholder and has served as president and CEO since 2008. Mr. Ford and Norman J. Abdallah formed Fired Up in 1997 for the purpose of acquiring the then six- unit Johnny Carino's Italian Kitchen chain from Brinker International, Inc. FIRST WIND: Moody's Assigns B3 Rating to $75MM Sr. Secured Notes ---------------------------------------------------------------- Moody's Investors Service has assigned a B3 rating to First Wind Capital, LLC's (Capital) offering of $75 million of senior secured notes due 2018. Separately, Moody's have affirmed Capital's existing B3 senior secured rating, B3 Corporate Family Rating (CFR), B3 Probability of Default Rating (PDR), SGL-2 speculative grade liquidity rating and changed the rating outlook to stable from positive. Proceeds from the note offering will be used to fund Capital's equity requirement for projects under construction and to enhance the consolidated entity's liquidity profile. "The affirmation of Capital's ratings considers the contracted nature of the company's cash flow, the return to service of the Kahuku wind farm and the maintenance of an adequate liquidity profile" said Scott Solomon, Moody's Vice President. "The rating, however, remains constrained at the current rating level by Capital's highly leveraged consolidated profile and weak internal cash flow generation" added Solomon. The change in Capital's rating outlook to stable from positive reflects reduced expectations for project-level distributions. This is driven in part by a more meaningful mandatory debt repayment requirement than previously envisioned under a loan agreement at Northeast Wind Capital II, LLC (NWC: Ba3 senior secured, stable), a joint venture between subsidiaries of Capital and Emera Inc. (Emera: not rated). NWC owns nine operating wind projects in the Northeast with a combined generating capacity of 419 megawatts. Ratings Rationale Capital has grown the scale and scope of its fleet of operating wind farms while maintaining an adequate liquidity profile. Capital's current portfolio includes at least partial ownership in sixteen separate operating facilities compared to eleven at year- end 2011. Moreover, three projects are currently under construction with one located in Texas, a new geographic region for the company, while another is a solar project in Massachusetts, a new technology for the company. While these two projects present new but manageable challenges, they also provide incremental portfolio diversification and contracted cash flows. The third project under construction is the 148 megawatt Oakfield wind project in Maine. First Wind has purchase power agreements or financial hedges on all of its projects. Approximately 93% of Capital's estimated 2014 revenues and 86% of estimated revenues through 2018 are subject to fixed price power purchase agreements or hedges. Cash flow certainty derived from these contracts, however, is challenging given that payments under the PPA's are payable only when the projects generate electricity. Typically, wind resource levels fluctuate from year-to-year. For example, 2013 was a challenging year as evidenced by a decline in the portfolio's net capacity factor to 23.2% from 26.2% in the prior comparable period. Moreover, the high degree of financial leverage in place at Capital's projects has historically limited Capital's ability to generate sufficient cash flow to service its debt. According to our calculations, aggregate non-financing related distributions made to Capital by its subsidiary projects in each of the past two fiscal years were in amounts less than Capital's actual interest expense. The modest funding shortfall was covered with corporate cash, which was replenished in mid-2013 with proceeds from the sale of Capital's 85% ownership in the Hawaii-based Kawailoa wind project. Kahuku's return to full operation in February (a fire in August 2012 caused an extended outage) combined with the expected commercial operation of the three projects under construction should increase the aggregate amount of subsidiary dividends available to Capital. Certain wind sensitivities, however, suggest that recurring project level distributions in 2014 and 2015 could also be in amounts less than Capital's interest expense, which will increase from historical levels due to the proposed $75 million add-on offering. Subsidiary level distributions are expected to improve further beginning 2016 as the projects currently under construction will have had a full year of operations. Specifically, Moody's anticipate Capital's standalone interest coverage ratio and ratio of available cash flow after debt service to recourse debt to be not less than 1.3 times and 3%, respectively. The rating and stable outlook is supported by an expectation that Capital and its parent, First Wind Holdings, Inc. (Holdings: not rated), will continue to maintain sufficient unrestricted cash balances to meet any funding shortfall through 2015. Capital's ratings could see positive momentum upon achieving sustainable improvement in its standalone financial metrics such that interest coverage exceeds 1.5 times and its ratio of available cash flow after debt service to recourse debt is greater than 6%. Failure by Capital and Holdings to maintain adequate liquidity could create downward rating pressure. The principal methodology used in this rating was the Unregulated Utilities and Power Companies published in August 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. FLETCHER INT'L: Mass. Pension Fund Sues Founder for Fraud --------------------------------------------------------- Beth Healy, writing for The Boston Globe, reported that the Massachusetts Bay Transportation Authority Retirement Fund on Monday filed a lawsuit against New York investment manager Alphonse "Buddy" Fletcher Jr., his firm, Fletcher Asset Management, and some other parties on accusations that he defrauded them of more than $50 million. Specifically, the lawsuit accuses Fletcher et al. of conducting a "long-running fraud" in which they misused money for their own benefit, inappropriately took inflated management fees, and overstated the value of assets. The report noted that the pension fund's holding is now worthless, and the bankruptcy trustee investigating the case has alleged that Mr. Fletcher never invested the money as promised. The report said Mr. Fletcher did not return a call to his office. The other defendants named in the case, Quantal International Ltd., a San Francisco valuation firm, and a former Fletcher employee, Stewart Turner, also did not returns calls. According to the report, the plaintiffs -- which include the $1.6 billion MBTA fund, the Fletcher Fixed Income Alpha Fund, and three other Fletcher entities -- are seeking $50 million, according to the complaint, as well as management and attorney's fees and interest. The report also said the lawsuit is being pursued by the bankruptcy trustee, Richard Davis, the person responsible for managing claims by creditors. "We do anticipate additional cases in the coming months," Mr. Davis said. The report said the funds suing Mr. Fletcher are considered separate legal entities. They are suing to recoup money for their investors. Last Friday, the U.S. Bankruptcy Court for the Southern District of New York confirmed a plan to liquidate one of the entities, Fletcher International Ltd. The report also recounted that the MBTA pension fund acknowledged the lawsuit Monday but declined to comment further. In January, the pension fund also sued the auditor Grant Thornton in Chicago, Quantal, and another auditor, EisnerAmper of New York, in the Fletcher matter. Grant Thornton has denied wrongdoing. About Fletcher International Fletcher International, Ltd., filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in Manhattan. The Bermuda exempted company estimated assets and debts of $10 million to $50 million. The bankruptcy documents were signed by its president and director, Floyd Saunders. David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in New York, serves as counsel and Appleby (Bermuda) Limited serves as special Bermuda counsel. The Debtor disclosed $52,163,709 in assets and $22,997,848 in liabilities as of the Chapter 11 filing. Fletcher International Ltd. is managed by the investment firm of Alphonse "Buddy" Fletcher Jr. Fletcher Asset Management was founded in 1991. During its initial four years, FAM operated as a broker dealer trading various debt and equity securities and making long-term equity investments. Then, in 1995, FAM began creating and managing a family of private investment funds. The Debtor is a master fund in the Fletcher Fund structure. As a master fund, it engages in proprietary trading of various financial instruments, including complex, long-term, illiquid investments. The Debtor is directly owned by Fletcher Income Arbitrage Fund and Fletcher International Inc., which own roughly 83% and 17% of the Debtor's common shares, respectively. Arbitrage's direct parent entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged Fund, both of which are incorporated in the Cayman Islands and are subject to liquidation proceedings in that jurisdiction, and which own roughly 76% and 22% of Arbitrage's common stock, respectively. The Debtor currently has a single subsidiary, The Aesop Fund Ltd. After filing for Chapter 11 protection, Fletcher immediately started a lawsuit in bankruptcy court to stop the involuntary bankruptcy in Bermuda. Judge Gerber at least temporarily halted liquidators appointed in the Cayman Islands from moving ahead with proceedings in Bermuda. The lawsuit to halt the Bermuda liquidation is Fletcher International Ltd. v. Fletcher Income Arbitrage Fund, 12-01740, in the same court. Richard J. Davis, Chapter 11 trustee appointed in the case, has hired Michael Luskin, Esq., Lucia T. Chapman, Esq., and Stephanie E. Hornung, Esq., at Luskin, Stern & Eisler LLP as his counsel. The Chapter 11 trustee filed a proposed liquidating plan in November 2013. The disclosure statement was approved on Jan. 17, 2014. FOREST OIL: Liquidity Position No Impact on Moody's 'B3' CFR ------------------------------------------------------------ Moody's Investors Service commented that Forest Oil Corporation's bank lenders have agreed to amend the leverage covenant in its secured borrowing base revolving credit facility, which should provide Forest with sufficient flexibility to access the liquidity this facility provides through at least 2015. Notwithstanding this positive development, Forest's B3 Corporate Family Rating (CFR), Caa1 notes rating and negative outlook are not impacted, pending demonstrable progress in reversing recent production declines and achieving production growth from its Eagle Ford Shale asset. Ratings Rationale The last rating action on Forest Oil Corporation was a downgrade of the company's Corporate Family Rating (CFR) to B3 with a negative outlook on March 5, 2014. The principal methodology used in this rating/analysis 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. Forest Oil Corporation is an independent exploration and production company headquartered in Denver, Colorado. FREESEAS INC: RBSM LLP Raises Going Concern Doubt ------------------------------------------------- FreeSeas Inc. filed with the U.S. Securities and Exchange Commission on March 24, 2014, its annual report on Form 20-F for the year ended Dec. 31, 2013. RBSM LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. The Company reported a net loss of $48.7 million on $6.07 million of operating revenues in 2013, compared with a net loss of $30.89 million on $14.26 million of operating revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed total assets of $87.63 million, total liabilities $74.84 million, and total shareholders' equity of $12.79 million. A copy of the Form 20-F is available at: http://is.gd/Z1QwzG About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. As of Sept. 30, 2013, the Company had $107.35 million in total assets, $106.63 million in total liabilities, all current, and $711,000 in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. GENERAL MOTORS: CEO Barra Learned Late About Faulty Switches ------------------------------------------------------------ Adam Auriemma, writing for The Wall Street Journal, reported that General Motors Co. Chief Executive Mary Barra acknowledged as much in testimony on Capitol Hill this week as congressional investigators sought to find out exactly when GM executives knew that faulty ignition switches in some cars were linked to fatal accidents. "I cannot tell you why it took years for a safety defect to be announced in that program," Ms. Barra said, the report related. "But I can tell you that we will find out." It's not just GM, the Journal noted, as the larger an organization gets, the less likely it is that bad news will travel smoothly up the chain. At big corporations, say organizational experts and former auto-industry executives, the mantra is "go along to get along," and doing the right thing -- which can mean stopping work on products vital to the bottom line -- is often incompatible with pleasing the boss. That dynamic leaves top executives insulated, protected from daily headaches and legal liabilities, perhaps, but vulnerable to learning about problems far too late, the report related. "You get blindsided when things deteriorate," said Martin Zimmerman, a former chief economist and group vice president at Ford Motor Co., the report cited. "You want to know about mistakes. You want to get them corrected." 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: Senators Challenge Barra, Push for Faster Change ---------------------------------------------------------------- Siobhan Hughes and Jeff Bennett, writing for The Wall Street Journal, reported that General Motors Co. Chief Executive Mary Barra withstood a second day of withering attacks from lawmakers with one senator saying the nation's largest auto maker should face criminal liability and another saying she needed to fix its "culture of coverup." According to the report, testifying before a Senate subcommittee, Ms. Barra again sought to steer a careful course of contrition without admission. But she faced a panel with four former prosecutors and little patience for her carefully-worded responses to why it took nearly a decade to recall cars with defective ignition switches. As she did before a House panel the day before, Ms. Barra insisted that a full account must wait for the results of an internal investigation led by former U.S. Attorney Anton Valukas, the report related. On April 2, Democratic Sen. Claire McCaskill, once a Missouri prosecutor, and her colleagues picked apart almost every claim by GM, challenging Ms. Barra's contention that the cars were safe to drive, accusing the company of withholding a key document from trial lawyers and a GM engineer of lying during a deposition, the report further related. At one point in the hearing, the recently named CEO acknowledged Ms. McCaskill's assertion that a GM engineer appeared to have lied under oath. Sen. Richard Blumenthal, a former Connecticut attorney general, told Ms. Barra that she should tell drivers of the Cobalt and other recalled vehicles not to drive until the cars have been fixed -- something Ms. Barra declined to do, the report added. "What you're doing now is incurring both legal and moral responsibility for the actions that you're taking or failing to take," the Democrat said. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GLOBAL EAGLE: Rose Snyder & Jacobs Raises Going Concern Doubt ------------------------------------------------------------- Global Eagle Entertainment Inc. filed with the U.S. Securities and Exchange Commission on March 25, 2014, its annual report on Form 10-K for the year ended Dec. 31, 2013. Rose, Snyder & Jacobs LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has incurred recurring operating losses and has not generated cash flows from operations. The Company reported a net loss of $114.74 million on $259.72 million of total revenue in 2013, compared with a net loss of $42.8 million on $69.21 million of total revenue in 2012. The Company's balance sheet at Dec. 31, 2013, showed $578.88 million in total assets, $222.7 million in total liabilities, and a stockholders' equity of $356.18 million. A copy of the Form 10-K is available at: http://is.gd/izaNOO Global Eagle Entertainment Inc., a content and connectivity distribution and services company, provides in-flight video content, e-commerce, and information services for the airline industry worldwide. The company operates through two segments, Connectivity and Content. The Connectivity segment offers Wi-Fi Internet connectivity through Ku-band satellite transmissions that allow airline passengers to access in-flight Internet, live television, on-demand content, shopping, and flight and destination information. The Connect segment selects, manages, and distributes wholly-owned and licensed media content, video and music programming, applications, and video games to airline, maritime, and other away-from-home non-theatrical markets. Global Eagle Entertainment Inc. is headquartered in Los Angeles, California. GLOBAL GEOPHYSICAL: Wins Interim Approval of 1st Day Motions ------------------------------------------------------------ Global Geophysical Services Inc. has won interim court approval of its first-day motions. A hearing on the motions was held at 2:00 p.m. (Central time) on Thursday, March 27, 2014 before the Honorable Richard S. Schmidt, in Corpus Christi, Texas. A final hearing on certain first day motions will be held on April 25, 2014 at 9:00 a.m. (Central time). Global Geophysical sought Chapter 11 protection from creditors to mull over various restructuring alternatives. Sean M. Gore, the CFO, said in a court filing, "From the protection of chapter 11, the Debtors and their advisors are developing a dual-track strategic path forward. First, with the additional liquidity of the debtor-in-possession financing, the Debtors believe that a stand-alone plan of reorganization is possible. Deleveraging would immediately add substantial additional liquidity, perhaps as much as $20-$30 million per year, by relief from debt service. At the same time, the Debtors, with the aid of their restructuring advisors, will explore and develop alternative strategies, which could include a process for a sale of assets, a merger or business-combination transaction, or another form of recapitalization. Notably, certain noteholders, as the proposed DIP Lenders, continue to have confidence in the Debtors and their future, and are willing to provide additional financing." A copy of Mr. Gore's affidavit in support of the first-day motions is available for free at: http://bankrupt.com/misc/Autoseis_1st_Day_Affidavit.pdf The Debtors on the Petition Date filed various motions, including motions to: -- continue their prepetition insurance programs; -- reject an unexpired non-residential real property lease with respect to a commercial office space located at 840 Gessner, Houston, Texas. -- pay foreign claims; -- continue using prepetition bank accounts maintained at 13 different banks around the globe; -- prohibit utilities from discontinuing service after providing adequate assurance of payment in the amount equal to one-half of one month's utility service payment (calculated as a historical average over the past 12 months); -- obtain postpetition financing; -- pay prepetition wages and benefits of 824 employees; -- pay claims of critical vendors; and -- establish procedures for transfers of equity securities. The Debtors say they need unfettered access to goods, materials, equipment, and services from, and uninterrupted business and employment relationships with, foreign creditors. While the Company is in the process of restating its financial results for certain time periods, the Debtors expect to report revenues of approximately $292.5 million for 2013, of which 65 percent are derived from operations outside the United States. As to payment of critical vendors, the Debtors explained that they have limited or no options when it comes to arranging replacement suppliers on anything less than a medium- to long-term basis. The Debtors determined that approximately $11.7 million represents the maximum amount that the Debtors believe they may be required to pay to ensure the continued supply of essential goods and services (but the Debtors and their advisors will undertake substantial efforts to attempt to limit the actual payments to an amount that is substantially less than $11.7 million). With respect to the equity trading procedures, the Debtors explained that they have incurred significant net operating losses ("NOLs") on a consolidated basis of approximately $250 million as of December 31, 2013, and may have substantial net unrealized built-in losses in their assets and other tax attributes. The Debtors are not asking the court to approve any sell-down procedures with respect to claims trading, or implement any sell- down procedures. They are merely asking the court to set a record date for purposes of notice, should it become necessary to seek such procedures in the future. About Global Geophysical Global Geophysical Services Inc., a provider of seismic data for the oil and gas drilling industry, sought bankruptcy protection, intending to reorganize on its own with additional capital or explore a sale or other transaction. Based in Missouri City, Texas, Global Geophysical disclosed assets of $468.7 million and liabilities totaling $407.3 million as of Sept. 30, 2013. Liabilities include $81.8 million on a secured term loan owing to TPG Specialty Lending Inc. and Tennenbaum Capital Partners LLC. TPG is the lenders' agent. Global also owes $250 million on two issues of 10.5 percent senior unsecured notes, with Bank of New York Mellon Trust Co. as indenture trustee. Global Geophysical and five affiliates, including Autoseis, Inc. (lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas (Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014. The Debtors have tapped Baker Botts LLP as general bankruptcy counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local counsel, Alvarez & Marsal as restructuring advisors, and Prime Clerk as claims and noticing agent. GLOBAL GEOPHYSICAL: DIP Loan Has Interim Okay; TPG Declares War --------------------------------------------------------------- Global Geophysical Services Inc.'s prepetition lender is opposing the Debtors' motion for approval of their debtor in possession financing facility to be provided by certain of their prepetition unsecured bondholders, pointing out that it can provide alternative financing on the same economic terms offered by the bondholder. TPG Specialty Lending Inc. and its affiliates, the prepetition secured lenders, say priming their liens and security interests on a non-consensual basis in favor of the bondholders' DIP facility is neither necessary nor permissible. TPG says it has negotiated and documented a fully committed interim debtor in possession financing facility sufficient to meet the Debtors' demonstrated cash flow requirements for the next 30 days, alleviate customer concerns as to the Debtors' ability to meet their contractual obligations, and to avoid any "immediate and irreparable harm" to the Debtors' estates. The proposed interim DIP facility from the prepetition lenders provided for a $21 million (now $25 million) commitment that would clearly allow the Debtors to meet their immediate cash requirements and all other budgeted cash needs for the next 30 days without controversy or the need for costly and time consuming litigation. In response to the Bondholder DIP term sheet, the Prepetition Agent and Prepetition Lenders advised the Debtors that they were prepared to modify the terms of their proposed interim debtor in possession financing facility to match the economic terms of the Bondholder DIP to (a) increase the amount available on an interim basis to $25 million, (b) reduce the origination fee to 3%, (c) reduce the interest rate to LIBOR +850 with a 1.50% LIBOR floor, and increase the Permitted Variance to 15%. Once again, the Debtors refused the Prepetition Agent's and Prepetition Lenders' proposal. Rather than accept the prepetition lenders, however, the Debtors have chosen to prosecute a fight with the Prepetition Lenders over a nonconsensual priming facility, a fight that is not necessary at this time and, in fact, may never be necessary. "By insisting on a priming lien, the Bondholder DIP Lenders have signaled that they are prepared to lend only on a 'riskless' first out basis against assets sufficient to repay a $60 million debtor in possession financing even in a liquidation. They are not, however, as the Debtors suggest, 'putting their money where their mouth is.' If they were truly willing to do that (which they clearly are not), they would have provided financing on a junior basis. Rather, than 'putting their money where their mouth is,' the Bondholder DIP Lenders are merely playing out an option -- financing a business plan that ultimately may benefit them in their bondholder capacity, while at the same time earning fees and interest on a 'riskless' first priority loan," TPG tells the Court. The $60-Mil. DIP Facility The Debtors say that after a record year in 2013, they find themselves with more than $330 million of indebtedness and less than $2 million in cash as of the Petition Date. The Debtors have an urgent and immediate need for liquidity. Following a competitive process, the Debtors have obtained up to $60 million in debtor-in-possession financing from certain of their noteholders and Wilmington Trust, as administrative and collateral agent. The DIP Facility will permit the Debtors to quickly fund the new projects that have caused a bottle neck in liquidity, and provide a sound basis for a successful reorganization. The Debtors explained that they chose to take the financing provided by various institutions as an indication that they are supportive of the efforts of these investors to maximize the value of the estate for all stakeholders, rather than agree to restrictive financing terms offered by secured lenders who are incentivized to extract only the first $82 million of value. The Debtors have filed a motion to enter into a senior secured postpetition financing on these terms: * DIP Lenders: The holders of the Debtors' 10% Senior Notes due 2017 that have committed to collectively provide 100% of the DIP commitment: ASOF II Investments, LLC $13.87 million Candlewood Special Situations Master Fund, LTd. and CWD OC 522 Master Fund, Ltd. $11.61 million Credit Suisse Loan Funding, LLC $7.61 million PEAK6 Achievement Master Fund Ltd. $4.81 million Third Avenue Trust, on behalf of Third Avenue Focused Credit Fund $18.14 million Wingspan Master Fund, LP., by Wingspan GP, LLC $3.96 million ------------------ $60.00 million * Proposed Administrative Agent: Wilmington Trust, National Association * DIP Facility: Fully underwritten $60 million multiple draw term loan facility, available in two tranches: $25 million upon entry of the interim order and an additional $35 million upon entry of the final order. * Backstop: The DIP Facility commitment received by the Debtors is a backstop by certain Noteholders. In consideration for providing a backstop of the DIP Facility, each DIP Lender will receive a fee in the amount of its pro rata share of 3% of the total committed amount of the DIP Facility. * DIP Facility Termination Date: All DIP Obligations will become due and payable on the 15-month anniversary of the commencement of the cases. * Interest Rates: L + 8.50% with a LIBOR floor of 1.5%. * Default Interest: During the continuance of an event of default, the DIP Loans will bear interest at an additional 2% per annum. * Priming of Liens: The interim order provides for liens under 364(d) that will prime the liens of the Prepetition Lenders. * Adequate protection: In connection with the priming liens in favor of the DIP Lenders, the Debtors will provide and show adequate protection of the liens and rights of their prepetition secured lenders, including payment to the Prepetition Lenders of postpetition interest at the non-default rate, and payment to the Prepetition Lenders of the reasonable fees and expenses of counsel and a financial advisors to the Prepetition Lenders. * Avoidance Actions. Upon entry of a Final Order, the proceeds of avoidance actions under chapter 5 of the Bankruptcy Code will be available for payment of the DIP superpriority claims and the adequate protection claim. Interim DIP Order The bankruptcy has granted interim approval of the DIP financing from bondholders following a preliminary hearing on March 27. A final hearing on the motion is slated for April 25, 2014. A copy of the DIP financing motion is available for free at: http://bankrupt.com/misc/Autoseis_DIP_Financing_Motion.pdf A copy of the Interim DIP order is available for free at: http://bankrupt.com/misc/Autoseis_Interim_DIP_Order.pdf About Global Geophysical Global Geophysical Services Inc., a provider of seismic data for the oil and gas drilling industry, sought bankruptcy protection, intending to reorganize on its own with additional capital or explore a sale or other transaction. Based in Missouri City, Texas, Global Geophysical disclosed assets of $468.7 million and liabilities totaling $407.3 million as of Sept. 30, 2013. Liabilities include $81.8 million on a secured term loan owing to TPG Specialty Lending Inc. and Tennenbaum Capital Partners LLC. TPG is the lenders' agent. Global also owes $250 million on two issues of 10.5 percent senior unsecured notes, with Bank of New York Mellon Trust Co. as indenture trustee. Global Geophysical and five affiliates, including Autoseis, Inc. (lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas (Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014. The Debtors have tapped Baker Botts LLP as general bankruptcy counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local counsel, Alvarez & Marsal as restructuring advisors, and Prime Clerk as claims and noticing agent. Counsel to TPG can be reached at: David M. Bennett, Esq. THOMPSON & KNIGHT LLP 1722 Routh Street, Suite 1500 Dallas, Texas 75201 Tel: 214-969-1700 Fax: 214-969-1751 E-mail: david.bennett@tklaw.com - and - Tye C. Hancock, Esq. Joseph E. Bain, Esq. THOMPSON & KNIGHT LLP 333 Clay Street, Suite 3300 Houston, Texas 77002 Telephone: 713-653-8690 Facsimile: 713-654-1871 E-mail: tye.hancock@tklaw.com joseph.bain@tklaw.com - and - Adam C. Harris, Esq. Lawrence V. Gelber, Esq. David M. Hillman, Esq. Brian C. Tong, Esq. SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, New York 10022 Telephone: 212-756-2000 Facsimile: 212-593-5955 E-mail: adam.harris@srz.com lawrence.gelber@srz.com david.hillman@srz.com brian.tong@srz.com GLOBAL GEOPHYSICAL: Has Prime Clerk as Claims Agent --------------------------------------------------- Global Geophysical Services Inc. and its debtor-affiliates sought and obtained Court approval to employ Prime Clerk in the Chapter 11 cases to, among other tasks, (i) serve as the noticing agent to mail notices to the estates' creditors, equity security holders, and parties in interest; (ii) provide computerized claims, objection, soliciting, and balloting database services; and (iii) provide expertise, consultation, and assistance in claim and ballot processing and other administrative services with respect to the Debtors' bankruptcy cases. The Debtors have thousands of creditors, equity security holders, potential creditors, and parties in interest to whom the Debtors and/or the office of the Clerk of the Bankruptcy Court for the Southern District of Texas must serve various notices, pleadings, and other documents filed in the cases. The size of the Debtors' creditor body makes it impracticable for the Debtors to, without assistance, undertake the task of sending notices and dealing with claims. For its claims and noticing services, Prime Clerk will charge the Debtors at these hourly rates: Hourly Rate ----------- Analyst $40 Technology Consultant $90 Consultant $120 Senior Consultant $150 Director $190 For the firm's solicitation, balloting and tabulation services, the rates are: Hourly Rate ----------- Solicitation Analyst $200 Director of Solicitation $220 The firm will charge $0.10 per page for printing, $0.10 per page for fax noticing and no charge for e-mail noticing. Hosting of the case Web site -- http://cases.primeclerk.com/ggs/-- is free of charge. The firm's on-line claim filing services is free of charge. Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $10,000. The claims agent can be reached at: PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Attn: Shai Waisman Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Global Geophysical Global Geophysical Services Inc., a provider of seismic data for the oil and gas drilling industry, sought bankruptcy protection, intending to reorganize on its own with additional capital or explore a sale or other transaction. Based in Missouri City, Texas, Global Geophysical disclosed assets of $468.7 million and liabilities totaling $407.3 million as of Sept. 30, 2013. Liabilities include $81.8 million on a secured term loan owing to TPG Specialty Lending Inc. and Tennenbaum Capital Partners LLC. TPG is the lenders' agent. Global also owes $250 million on two issues of 10.5 percent senior unsecured notes, with Bank of New York Mellon Trust Co. as indenture trustee. Global Geophysical and five affiliates, including Autoseis, Inc. (lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas (Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014. The Debtors have tapped Baker Botts LLP as general bankruptcy counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local counsel, Alvarez & Marsal as restructuring advisors, and Prime Clerk as claims and noticing agent. TPG is represented by David M. Bennett, Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson & Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq., David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth & Zabel LLP. GOOD SAMARITAN: S&P Revises Outlook on 'B+' Rating to Negative -------------------------------------------------------------- Standard & Poor's Ratings Services revised the outlook on its 'B+' rating on Lebanon County, Pa.'s series 2004 and 2002 revenue bonds, issued for the Good Samaritan Hospital of Lebanon (GSH), to negative from stable. The outlook revision reflects Standard & Poor's assessment of GSH's accelerated operational losses in fiscal 2013, which were short of budgeted expectations and led to very weak debt service coverage with continued pressure through the fiscal 2014 eight- month interim period, ended Feb. 28, 2014. The outlook revision also reflects S&P's expectation that operational pressure will likely persist, causing GSH's financial profile to decrease further through the one-year outlook period. At the same time, the rating service affirmed its 'B+' rating on the hospital's revenue debt. "We believe the negative outlook reflects the hospital's persistent and high operating losses and exceptionally weak debt service coverage, based on our calculations," said Standard & Poor's credit analyst Margaret McNamara. "We could lower the rating over the one-year outlook period if management were unable to stem operating losses such that debt service coverage remains below 1x, if unrestricted reserves were to deteriorate such that days' cash on hand decreases below 70 days', or if the hospital's competitive position were to weaken further as evidenced by market share decreases. Alternatively, we could revise the outlook to stable if operating performance were to improve consistently with the hospital maintaining coverage in excess of 1x." While operating pressure continued, volume was relatively stable in fiscal 2013; volume continued to show stability in fiscal 2014. Standard & Poor's remains concerned with certain risks related to larger providers in the greater service area, physician recruitment, and retention issues. The rating service understands that Good Samaritan Health Services Foundation is exploring an affiliation agreement with WellSpan Health. While Standard & Poor's views this positively and believes it will alleviate some physician-related issues and create several synergies for Good Samaritan Health Services Foundation, the two organizations are still in the very early phases of the process. Standard & Poor's rating does not incorporate potential benefits of the affiliation. Despite these challenges, the rating reflects GSH's status as the sole provider of health care services in Lebanon County. Meanwhile, the weak balance sheet remains, what Standard & Poor's considers, adequate for the rating despite persistent operating losses due to good nonoperating income and, more recently, a cash infusion of approximately $4 million from the sale of the health system's dialysis center. GORDON STREET APARTMENTS: Voluntary Chapter 11 Case Summary ----------------------------------------------------------- Debtor: Gordon Street Apartments, LLC P.O. Box 3117 Corpus Christi, TX 78463 Case No.: 14-20152 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Hon. Richard S. Schmidt Debtor's Counsel: Ralph Perez, Esq. CAVADA LAW OFFICE 4646 Corona Dr., Ste. 165 Corpus Christi, Tx 78411 Tel: 361-814-6500 Fax: 361-814-8618 Email: ralph.perez@cavadalawoffice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gadi Shushan, member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. GREEN FIELD: Tucson Embedded Objects to Sealing of Examiner Report ------------------------------------------------------------------ Tucson Embedded Systems, Inc., objected to the proposed sealing of the report filed by Steven A. Felsenthal, Esq., the examiner appointed in the Chapter 11 cases of Green Field Energy Services, Inc., et al., arguing that (1) there is a strong presumption of public access to judicial records and (2) the Examiner cannot satisfy the burden of proof required to establish that an exception under Section 107(b) of the Bankruptcy Code applies to permit the filing of his report under seal. Tucson Embedded also pointed out that the Debtors have no commercial operations to protect as the Debtors' operations have ceased and the Debtors have proposed a plan to liquidate all of their assets. In this context, there is no benefit to protecting any alleged "commercial information," Tucson Embedded asserted. Tucson Embedded is represented by Marc S. Casarino, Esq. -- casarinom@whiteandwilliams.com -- at White and Williams LLP, in Wilmington, Delaware; and Donald L. Gaffney, Esq. -- dgaffney@swlaw.com -- and Evans O?Brien, Esq. -- eobrien@swlaw.com -- at Snell & Wilmer L.L.P., in Phoenix, Arizona. * * * A telephonic hearing to determine which portions of the Examiner's Report, if any, to be redacted will be conducted on April 4, 2014, at 9:00 a.m. (ET). About Green Field Energy Green Field Energy Services, Inc., is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company's services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services. Green Field Energy and two affiliates filed Chapter 11 petitions in Delaware on Oct. 27, 2013, after defaulting on an $80 million credit provided by an affiliate of Royal Dutch Shell Plc (Bankr. D. Del. Case No. 13-bk-12783). The Debtors are represented by Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois. The Debtors' investment banker is Carl Marks Advisory Group LLC. Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. In its schedules, Green Field disclosed $306,960,039 in total assets and $447,199,869 in total liabilities. Judge Kevin Gross approved the disclosure statement explaining the Debtors' Plan of Liquidation and scheduled the hearing to consider confirmation of the Plan for April 23, 2014, at 2:00 p.m. (Eastern Time). Objections to the confirmation of the Plan are due April 15. Allowed general unsecured claims estimated to total $78,800,000, will be paid 13% of their full amount, while allowed senior noteholder claims estimates to total $254,000,000 will be paid 25% of their asserted amount. The Liquidation Plan is premised upon a settlement reached by and among the Debtors, SWEPI, LP, Michel Moreno and Turbine Powered Technology, LLC, which centers around the contribution of the MOR/TGS Interests by the Moreno Entities to NewCo in exchange for certain interests in NewCo and the releases by Debtors and certain holders of claims. The Plan is premised upon a waiver of Deficiency Claim of the Senior Secured Notes Indenture Trustee and Senior Secured Noteholders. Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six members to the official committee of unsecured creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. The Bankruptcy Court authorized the United States Trustee for Region 3 to appoint Steven A. Felsenthal, Esq., as examiner. GREEKTOWN HOLDINGS: Suspending Filing of Reports with SEC --------------------------------------------------------- Greektown Holdings, L.L.C., filed a Form 15 with the U.S. Securities and Exchange Commission to voluntarily deregister its common stock, par value $0.01 per share, preferred stock, par value $0.01 per share and warrants. As a result of the filing of the Form 15, the Company's obligation to file certain reports and forms with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). The Debtors hired Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, as their bankruptcy counsel; Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, as their special counsel; Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. The Official Committee of Unsecured Creditors tapped Clark Hill PLC as its counsel. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. On June 1, 2009, the Debtors filed a proposed Chapter 11 Plan of Reorganization. On Dec. 7, 2009, certain noteholder entities, the Official Committee of Unsecured Creditors of the Debtors, and Deutsche Bank Trust Company Americas, as indenture trustee, proposed their own plan of reorganization for the Debtors. On Jan. 22, 2010, the Bankruptcy Court entered an order confirming the Noteholder Plan. The Plan was declared effective on June 30, 2010, after Greektown Casino Hotel obtained unanimous approval from the Michigan Gaming Control Board on June 28 of the transfer of the Company's ownership from the Sault Ste. Marie Tribe of Chippewa Indian to new investors. * * * As reported by the TCR on Feb. 28, 2014, Standard & Poor's Ratings Services assigned Detroit-based gaming operator Greektown Holdings LLC its 'B-' corporate credit rating. The 'B-' corporate credit rating reflects S&P's assessment of Greektown's business risk profile as "vulnerable" and its assessment of the company's financial risk profile as "highly leveraged," according to S&P's criteria. GREENE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Greene Technologies Incorporated P.O. Box 616 Greene, NY 13778 Case No.: 14-60524 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Northern District of New York (Utica) Debtor's Counsel: Edward J. Fintel, Esq. EDWARD J. FINTEL & ASSOCIATES P.O. Box 6451 120 Walton Street, Ste. 203 Syracuse, NY 13217-6451 Tel: (315) 424-8252 Fax: (315) 424-7990 Email: ejfintel@aol.com Total Assets: $1.17 million Total Liabilities: $986,548 The petition was signed by Carol M. Rosenkrantz, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nynb14-60524.pdf HERON LAKE: Reports $5.9 Million Net Income in Jan. 31 Quarter -------------------------------------------------------------- Heron Lake Bioenergy, LLC, filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $5.93 million on $40.91 million of revenues for the three months ended Jan. 31, 2014, as compared with a net loss of $828,739 on $44.12 million of revenues for the same period in 2013. As of Jan. 31, 2014, the Company had $65.02 million in total assets, $31.45 million in total liabilities and $33.56 million in total members' equity. A copy of the Form 10-Q is available for free at: http://is.gd/9dlJtA About Heron Lake Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol plant in Heron Lake, Minnesota. After completing a conversion in November 2011, the Company is now a natural gas fired ethanol plant. Its subsidiary, HLBE Pipeline Company, LLC, owns 73 percent of Agrinatural Gas, LLC, the pipeline company formed to construct, own, and operate a natural gas pipeline that provides natural gas to the Company's ethanol production facility through a connection with the natural gas pipeline facilities of Northern Border Pipeline Company in Cottonwood County, Minnesota. Its subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities at Lakefield and Wilder, Minnesota. At nameplate, the Company's ethanol plant has the capacity to process approximately 18.0 million bushels of corn each year, producing approximately 50 million gallons per year of fuel-grade ethanol and approximately 160,000 tons of distillers' grains with soluble. Boulay PLLP, in Minneapolis, Minnesota, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2013. The independent auditors noted that the Company has incurred losses due to difficult market conditions and had lower levels of working capital than was desired. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning The Company has entered into an amended and restated master loan agreement with AgStar Financial Services, PCA, under which the Company has two forms of debt as of Oct. 31, 2013, a term note and a revolving term note. The Company's total indebtedness to AgStar as of Oct. 31, 2013, was approximately $22.6 million, consisting of approximately $16.6 million under the term note and approximately $6 million under the revolving term note. The Company's loan agreements with AgStar are secured by substantially all business assets and are subject to various financial and non-financial covenants that limit distributions and debt and require minimum debt service coverage, net worth, and working capital requirements. The Company was in compliance with the covenants of its loan agreements with AgStar as of Oct. 31, 2013. In the past, the Company's failure to comply with the covenants of the master loan agreement and failure to timely pay required installments of principal has resulted in events of default under the master loan agreement, entitling AgStar to accelerate and declare due all amounts outstanding under the master loan agreement. "If AgStar accelerated and declared due all amounts outstanding under the master loan agreement, the Company would not have adequate cash to repay the amounts due, resulting in a loss of control of the Company's business or bankruptcy," the Company said in the Annual Report for the year ended Oct. 31, 2013. HERCULES OFFSHORE: Selling $300 Million Senior Notes Due 2022 ------------------------------------------------------------- Hercules Offshore, Inc., entered into a purchase agreement with Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., UBS Securities LLC and Capital One Securities, Inc., as representatives of the initial purchasers listed on Schedule I to the Purchase Agreement, relating to the sale by the Company to the Initial Purchasers of $300 million aggregate principal amount of the Company's 6.750 percent Senior Notes due 2022. The Notes were sold at par. The Company's obligations under the Notes will be, jointly and severally, fully and unconditionally guaranteed, on a senior unsecured basis, by each of the Company's current and future domestic restricted subsidiaries that incur or guarantee indebtedness under a credit facility, including the Company's existing revolving credit facility. The net proceeds from the Notes offering will be approximately $294.8 million, after deducting the Initial Purchasers' discount and estimated offering expenses. The Company expects to use all of the net proceeds, together with cash on hand, to fund its pending tender offer and consent solicitation for all of the Company's outstanding $300 million aggregate principal amount of 7.125 percent senior secured notes due 2017 and to redeem any of the 7.125 percent Notes not purchased in the tender offer. The sale of the Notes to the Initial Purchasers pursuant to the Purchase Agreement is expected to close on March 26, 2014. The closing is subject to the satisfaction or waiver of customary conditions. Tender Offer Hercules Offshore has commenced a cash tender offer for any and all of its outstanding 7.125 percent senior secured notes due 2017 and a solicitation of consents to certain proposed amendments to the indenture governing the Notes. As of March 12, 2014, there is $300 million in aggregate principal amount of the Notes outstanding. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on April 9, 2014, unless extended or earlier terminated by Hercules Offshore. Holders validly tendering their Notes on or prior to 5:00 p.m., New York City time, on March 25, 2014, unless extended or earlier terminated by Hercules Offshore, will receive total consideration of $1,057.44 per $1,000 principal amount of Notes accepted in the offer, which includes a cash consent payment of $6.25 per $1,000 principal amount of Notes tendered. Holders validly tendering their Notes after the Consent Expiration but prior to the Expiration Date will not be eligible to receive the Consent Payment, but will receive tender consideration of $1,051.19 per $1,000 principal amount of Notes accepted in the offer. Holders of Notes tendered and accepted for purchase in the tender offer also will be paid accrued and unpaid interest up to, but not including, the date of payment for the Notes. Tendered Notes may be withdrawn at any time on or prior to Consent Expiration. Other than as required by applicable law, tendered Notes may not be withdrawn after the Withdrawal Time. Holders tendering their Notes will be required to consent to certain proposed amendments to the indenture governing the Notes. The initial settlement is expected to occur promptly following the Consent Date and satisfaction of the Conditions, on or around March 26, 2014. The final settlement will be promptly after the Expiration Date, and is expected to be on April 10, 2014, the next business day following the Expiration Time. Hercules Offshore has engaged Deutsche Bank Securities Inc. to act as dealer manager and solicitation agent in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to Deutsche Bank Securities Inc., at (212) 250-7527 (collect) or (855) 287-1922 (US toll-free). Requests for documentation may be directed to D.F. King & Co., Inc., at (800) 488-8075 (US toll-free). About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $68.11 million in 2013, a net loss of $127 million in 2012 and a net loss of $76.12 million in 2011. As of Dec. 31, 2013, the Company had $2.30 billion in total assets, $1.47 billion in total liabilities and $823.70 million in equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HOMESTEAD AT WHITEFISH: Case Summary & 15 Unsecured Creditors ------------------------------------------------------------- Debtor: The Homestead at Whitefish LLC aka The Homestead aka Homestead at Whitefish fka Chinook Lake LLC PO Box 1748 Whitefish, MT 59937 Flathead-MT Tax ID / EIN: 20-5735688 Case No.: 14-60353 Chapter 11 Petition Date: March 31, 2013 Court: United States Bankruptcy Court District of Montana (Butte) Debtor's Counsel: James A Patten, Esq. PATTEN PETERMAN BEKKEDAHL Ste 300, The Fratt Bldg 2817 2nd Ave. N Billings, MT 59101 Tel: (406) 252-8500 Fax: (406) 294-9500 Email: japatten@ppbglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul M. Johansen, authorized individual. A list of the Debtor's 15 largest unsecured creditors is available for free at HOT DOG ON A STICK: Court Approves Information Access Protocol -------------------------------------------------------------- At the behest of the Official Committee of Unsecured Creditors in the Chapter 11 case of HDOS Enterprises, the U.S. Bankruptcy Court approved an information access protocol under sections 105(a) and 107(b), and 1102(b)(3) of the Bankruptcy Code. Specifically, these procedures for the protection of confidential and privileged information are approved: a. The Official Committee of Unsecured Creditors will, until the earliest to occur of dissolution of the Committee, dismissal, or conversion of the chapter 11 case, and a further Court order, set up and maintain a website. For the sake of efficiency and economy and ease of access by creditors, the Committee shall keep creditors informed as required by the statute by directing them to a website -- http://www.pszjlaw.com/hdos.html-- it shall maintain with specific links for Committee reports and case information. Further, in fulfillment of its obligation to solicit and receive comments from general unsecured creditors as set forth in subsection 1102(b)(3)(B) of the Bankruptcy Code, the Committee's website information page(s) will include contact information for the Committee's counsel, including an email address to allow unsecured creditors to send questions and comments in connection with the Case. b. The Committee shall not be required to disseminate to any Entity (as defined in section 101(15) of the Bankruptcy Code): (i) without further order of the Court, Confidential Information or (ii) Privileged Information. The Committee shall not be required to disclose any Confidential Information it receives from the Debtor in connection with any examination pursuant to Bankruptcy Rule 2004, or in connection with any formal or informal discovery in any contested matter, adversary proceeding, or other litigation. c. If a creditor submits a written request to the Committee for the Committee to disclose information, the Committee shall as soon as practicable, but no more than 20 days after receipt of the Information Request, provide a response to the Information Request, including providing access to the Information requested or the reasons for which the Committee cannot comply with the Information Request. If the Response is to deny the Request because the Committee believes the Information Request implicates Confidential Information or Privileged Information or otherwise, or that the Information Request is unduly burdensome, the Requesting Creditor may, after a good faith effort to meet and confer with an authorized representative of the Committee regarding the Information Request and the Response, seek to compel such disclosure for cause pursuant to a motion filed with the Court. d. The motion shall be served on the counsel for the Committee and the Debtor and the hearing on such motion shall be noticed and scheduled as required by the Local Rules for the Central District of California. Nothing herein shall be deemed to preclude the Requesting Creditor from requesting that the Committee provide the Requesting Creditor a log or other index of any information specifically responsive to the Requesting Creditor's Information Request that the Committee deems to be Confidential Information or Privileged Information nor shall anything herein be deemed to preclude the Committee from objecting to such request. Furthermore, nothing herein shall be deemed to preclude the Requesting Creditor from requesting that the Court conduct an in camera review of any information specifically responsive to the Requesting Creditor's Information Request that the Committee asserts is Confidential Information or Privileged Information. 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 Hire Rust Omni as Claims Noticing Agent --------------------------------------------------------------- The Hon. Neil W. Bason of the U.S. Bankruptcy Court for the Central District of California authorized HDOS Enterprises to employ Rust Consulting Omni Bankruptcy, a division of Rust Consulting, In., as the claims, noticing and balloting agent for the Clerk of the Bankruptcy Court, nunc pro tunc to Feb. 13, 2014. As reported in the Troubled Company Reporter on March 13, 2014, the Debtor and the Clerk's Office require Rust Omni to: (a) serve notice of the claims bar date; (b) serve notice of objections to claims and required notices related pleading filed therewith; (c) serve other miscellaneous notices or pleadings to any entities, as the Debtor or the Court may deem necessary or appropriate for an orderly administration of this Chapter 11 case; and (d) after mailing of a particular notice, timely file with the Clerk's Office a certificate of declaration of service that includes a copy of the notice involved, a list of persons with addresses to whom the notice was mailed ant the date and manner of mailing. Rust Omni will be paid at these hourly rates: Clerical Support $22.50-$40.50 Project Specialists $51.75-$67.50 Project Supervisors $67.50-$85.50 Consultants $85.50-$112.50 Technology/Programming $90.00-$141.75 Senior Consultants $126.00-$157.50 Rust Omni will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian L. Osborne, president of Rust Omni, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Rust Omni can be reached at: Brian L. Osborne RUST CONSULTING OMNI BANKRUPTCY 5955 Desoto Avenue, Ste 100 Woodland Hills, CA 91367 Tel: (818) 906-8300 Fax: (818) 783-2737 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. HOUSTON REGIONAL: April 11 Conference in Astros Appeal ------------------------------------------------------ David Barron, writing for The Houston Chronicle, reported that U.S. District Judge Lynn Hughes, who is hearing the Houton Astros' appeal of the bankruptcy court order formally placing Comcast SportsNet Houston in Chapter 11, has set another conference for April 11. The conference will be limited to those who attended a seven-hour, closed-door mediation session on Friday in his chambers. That group included Rockets owner Leslie Alexander, Astros owner Jim Crane and Comcast executives Robert Pick and Arthur Block. The report said the parties signed an order last week consenting to mediation by Judge Hughes and also stipulated that the judge will still be able to hear the Astros' appeal. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. ID PERFUMES: Grants GAB Exclusive License to "Adam Levine" ---------------------------------------------------------- ID Perfumes, Inc., entered into a worldwide distribution agreement with Great American Beauty, Inc., under which the Company has granted to Great American Beauty the exclusive worldwide rights to sell, market, promote and distribute the "Adam Levine" branded fragrances and toiletries. The term of the Agreement is for a period of one year and will be automatically extended for additional six month terms unless cancelled by either party. Pursuant to the terms and conditions of the Agreement, GAB is required to use its best efforts to sell and promote the Products. GAB will be required to maintain or obtain suitable facilities for storage and distribution of the Products and obtain any and all consents, approvals, licenses permits and similar authorization in any country or jurisdiction in which the Products are sold. In consideration for the rights to distribute the Products, GAB will pay the company a fee equal to five percent of Wholesale Net Sales and a 40 percent profit split based on a fully loaded monthly profit and loss basis. All payments due ID Perfumes are to be made monthly. Also on March 12, 2014, the Company executed a Manufacturing Agreement with GAB. The Manufacturing Agreement grants to GAB a one-time right to convert raw component inventory into finished goods. GAB will purchase the raw materials from ID Perfumes at cost of approximately $1.3 million. The Manufacturing Agreement also provides for GAB to directly purchase juice/oil from ID?s contract supplier, Givaudan. On Feb. 27, 2014, the Company executed a non-binding Letter of Intent with GAB which provides in part that the parties will enter into negotiations for the execution of a Stock Purchase Agreement whereby ID Perfumes will acquire all of the issued and outstanding shares of common stock of GAB. The purchase price for the shares of GAB common stock is to be $30 million payable in cash, equity or debt or a combination of each of the foregoing. The Letter of Intent provides for a 90 day Due Diligence Period and for the execution of a definitive agreement within 30 days following the execution of the Due Diligence Period. The LOI will terminate on the earlier of; 30 days following the Due Diligence Period, Aug. 1, 2014, or the date either party terminates negotiations for the execution of a definitive agreement. About ID Perfumes ID Perfumes, Inc., manufactures, markets, and distributes fragrances and fragrance related products. The company produces and distributes its fragrance products under license agreements with Selena Gomez and Adam Levine. ID Perfumes, Inc., sells it products to department stores, perfumeries, specialty retailers, mass-market retailers, and the United States and international wholesalers and distributors. It primarily has operations in the United States, Latin America, and Canada. The company was formerly known as Adrenalina and changed its name to ID Perfumes, Inc., in February 2013. ID Perfumes, Inc., was founded in 2004 and is headquartered in Hallandale Beach, Florida. The Company reported a net loss of $12.01 million in 2008, compared with a net loss of $5.26 million in 2007. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $3.72 million on $6.03 million of sales as compared with a net loss of $3.02 million on $4.19 million of sales for the same period during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $2.83 million in total assets, $17.24 million in total liabilities and a $14.41 million total shareholders' deficiency. Going Concern The Company said in its quarterly report for the period ended Sept. 30, 2013, that it has significant operating losses since inception which raise substantial doubt about the Company's ability to continue as a going concern. The Company has incurred net losses of $3.7 million and $3 million in the first nine months of 2013 and 2012, respectively. The Company was involved in litigation that resulted in the termination of a license. The operations of the Company have been funded through loans, related party borrowings, customer deposits, contributed capital, factoring and obtaining operating services from vendors. Management's plans to generate cash flow during 2013 include expanding the Company's operations through building new relationships and entering into new license agreements to introduce new fragrance lines and raising additional capital through debt or equity offerings and continue to obtain operating services from vendors in an effort to fund the Company's anticipated expansion. There is no assurance additional capital or debt financing will be available to the Company on acceptable terms. IMAGEWARE SYSTEMS: Incurs $9.8 Million Net Loss in 2013 ------------------------------------------------------- Imageware Systems Incorporated filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $9.84 million on $5.30 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $10.19 million on $3.95 million during the prior year. For the three months ended Dec. 31, 2013, the Company reported a net loss available to common shareholders of $1.80 million on $929,000 of total revenues as compared with net income availabe to common shareholders of $62,000 on $926,000 of total revenues for the same period a year ago. As of Dec. 31, 2013, the Company had $7.54 million in total assets, $4.21 million in total liabilities and $3.33 million in total shareholders' equity. "2013 was a pivotal year for ImageWare, as we formed partnerships with two of the world's largest IT services providers, Fujitsu and T-Systems," said Jim Miller, chairman and CEO of ImageWare. "We are starting to see a shift in companies evangelizing biometrics, moving from the small biometric companies trying to prove their practical application in the commercial and consumer markets, to many large corporations understanding the real-world benefits of bringing biometrics to the mainstream public. This shift has created an attractive opportunity for ImageWare and we plan to leverage our large partners' sales and marketing power to capitalize on it." A copy of the Form 10-K is available for free at: http://is.gd/ztF8EI About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. IN PLAY MEMBERSHIP: To Present Plan for Confirmation April 28 ------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado approved the disclosure statement explaining In Play Membership Golf, Inc.'s Chapter 11 plan and authorized the Debtor to transmit plan solicitation packages to creditors. The Debtor is slated to seek confirmation of the Plan based on this court-approved timeline: -- Plan solicitation packages must be sent to creditors and parties entitled to vote on the Plan by March 14, 2014; -- Ballots accepting or rejecting the Plan must be submitted on or before 5:00 p.m. on April 14, 2014 to Debtor's counsel Jeffrey Weinman, Weinman & Associates, P.C., 730 17th Street, #240, Denver, CO 80202-3506. -- On or before April 14, 2014 any objection to confirmation of the Plan shall be filed with the Court and a copy served on the Debtor's counsel. -- A hearing for consideration of confirmation of the Plan and such objections (confirmation hearing) is set for April 28, 2014 at 10:00 a.m. before the undersigned Judge in the United States Bankruptcy Court for the District of Colorado, Courtroom C501, Byron Rogers Courthouse, 1929 Stout St., Denver, Colorado. -- Pursuant to the prior agreement of the parties, a hearing on the Motion for Relief from Stay filed by Mile High Bank and the Debtor's Objection is set concurrently with the confirmation hearing on April 28, 2014 at 10:00 a.m. -- Any motion to convert or dismiss the case made prior to or at the confirmation hearing will be heard at the hearing scheduled on April 28. The Chapter 11 Plan The Debtor filed on March 7, 2014, a fourth amended plan of reorganization and accompanying disclosure statement. The previous versions of the Plan focused on the sale of the Debtor's properties to Oread Capital & Development, LLC, with which the Debtor had entered into a contract. Due to the filing of the bankruptcy of Eagle Mountain Golf Course, LLC, and the discovery of the fact that the Debtor could not perform under the terms of the Oread contract because Eagle Mountain did not hold title to the Texas Golf Course, as well as a number of other reasons, the Oread contract is unenforceable due to impossibility of performance as well as the Debtor's legal inability to obtain confirmation of a plan as well as a number of other provisions in the contract. While Oread still has an interest in possibly purchasing the Debtor's properties, there are no letters of intent or binding agreements relating thereto, the Debtor said. Indeed, no new offers have materialized. The Debtor said it will continue to discuss a possible sale of the golf course with interested parties, including Oread. A full-text copy of the Fourth Amended Disclosure Statement is available at http://bankrupt.com/misc/INPLAYds0307.pdf The Plan provides that: -- On the Effective Date, Debtor shall pay Mile High Banks $500,000. -- Upon the Effective Date, Mile High Banks shall provide Debtor with a $200,000 secured line of credit with a fixed interest rate of 6% to be paid monthly (interest only) and which will mature on the Closing Date. The line of credit will be used exclusively for ordinary course expenses related to the operation of the golf course. About In Play Membership Golf In Play Membership Golf, Inc., doing business as Deer Creek Golf Club and Plum Creek Golf and Country Club, filed a Chapter 11 petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22, 2013. Jeffrey A. Weinman, Esq., at Weinman & Associates, P.C., and Patrick D. Vellone at Allen & Vellone, P.C., represent the Debtor in its restructuring effort. Allen & Vellone, P.C. serves as the Debtor's co-counsel. The Debtor estimated assets and liabilities of at least $10 million. INDUSTRIAL ENTERPRISES: Plan Hinges on Litigation Recoveries ------------------------------------------------------------ The Bankruptcy Court in Delaware approved the second amended disclosure statement explaining the second amended plan of liquidation for Industrial Enterprises of America Inc. The hearing to consider confirmation of the Plan is set for April 30 at 11:30 a.m. ET. Confirmation objections are due April 23. Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman & Leonard, is the Chapter 11 trustee for debtor-affiliates Pitt Penn Holding Co., Pitt Penn Oil Co. LLC, Industrial Enterprises of America, Inc., EMC Packaging, Inc., Today's Way Manufacturing LLC, and Unifide Industries LLC. The Liquidation Plan is solely for Industrial Enterprises of America. The IEAM Plan says recoveries for creditors are dependent in part on the successful outcome of post effective date litigation recoveries. The gross amount asserted in the litigation cases is roughly $60,000,000. The IEAM Plan proposes to pay the Omtammot LLC secured claim in full. The claim is estimated to be $4,001,000 plus 28% of all recoveries net of attorneys' fees and expenses and commission from any pending and future causes of action in the Debtor's case. The Omtammot claim is impaired and entitled to vote on the Plan. Meanwhile, the Plan says payment to the Holders of general unsecured claims, estimated to be $2,915,400, will depend on the post effective date litigation recoveries. The Plan says Holders of subordinated claims against IEAM, estimated to be $20,991,000, and Holders of existing IEAM Interests will only receive a distribution after higher priority claims are satisfied. The Chapter 11 Trustee says the Debtor's actual net cash position at Oct. 31, 2013, was $4,845,000. For the period from Nov. 1, 2013, through June 30, 2014, the net cash position is projected to erode by $1,926,000, to yield a projected net cash position of $2,919,000. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/IEAM2ndDS.pdf The Debtors originally filed a bankruptcy exit plan on January 22, 2010. That plan was subsequently amended a couple of times, the latest on January 20, 2011, following objections by various entities. The Second Amended Plan was scheduled for confirmation at a hearing for July 21, 2011. Objections to the Second Amended Plan were filed by the IRS, the Department of Justice and PACE Reich P.C. Due to the government objections, the Debtors sought adjournment of the confirmation hearing. Following the negotiation of a settlement with Baker & McKenzie, the Debtors informed the Court in April 2012 that they would be in a position to substantially restructure the plan in light of the fact that a portion of the plan consideration could be paid in cash rather than solely through stock, notes or contingent interests. The Court directed the Debtors to file their plan by September 28, 2012. The Debtors subsequently sought an adjournment to October 31, 2012. The Court gave the Debtors until October 17, 2012, to file an amended plan. In November 2012, OMTAMMOT, LLC, filed a Joint Chapter 11 Plan of Reorganization on behalf of Industrial Enterprise of America, Inc., and its affiliates dated Nov. 21, 2012. The Debtors also filed a Third Amended Plan. The competing plans, the litigation resulting from those plans, and other disputes among the Debtors and Omtammot caused the cases to progress slowly, prompting the Court to issue a show cause order as to why the cases should not be converted to Chapter 7. At the April 25, 2013, hearing the Court decided to have a Chapter 11 trustee replace the Debtors' management. Mr. Pernick was named as truste on May 3, 2013. About Pitt Penn and Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. Norman L. Pernick was appointed as the chapter 11 trustee for the Debtors. The trustee tapped Cole, Schotz, Meisel, Forman & leonard, P.A., as counsel, and CohnReznick LLP as his exclusive financial advisor. INTERFAITH MEDICAL: Court Expands Scope of Ernst & Young's Work --------------------------------------------------------------- The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York approved the motion of Interfaith Medical Center Inc. to expand the employment of Ernst & Young LLP as its independent auditor, nunc pro tunc to May 7, 2013. The Debtor said it wants to expand the scope of the firm's retention and employment to allow the firm to evaluate its compliance with subdivisions (9) and (12) of section 2807-k of the New York State Public Health Law for the year ended Dec. 31, 2012. The firm will provide the following services: a) The core audit services under the audit engagement letter, which include the following services: i. auditing and reporting on the financial statements of the Debtor for the year ended Dec. 31, 2012; and ii. auditing and reporting on each major program of the Debtor for the year ended Dec. 31, 2012 in accordance with the single audit act amendments of 1996, and the provisions of OMB Circular A-133 Audits of States, Local Governments and Non-Profit Organizations. b) The Non-Core Audit Services under the audit engagement letter, which include the following services: i. other audit-related services outside the scope of the core audit services, such as research and accounting consultation services related to periodic accounting consultations held with management and services associated with the Debtor's reorganization filings, including without limitation services relating to incremental audit procedures and consultations regarding accounting and disclosures in interim and annual financial statements and procedures related to independence matters and Bankruptcy Court requirements, including any services required by bankruptcy employment and fee application requirements. The Debtor told the Court that the firm agreed to provide audit services in exchange for a fixed fee of $290,000. The Debtor said it will reimburse the firm for any direct expenses incurred in connection with the firm's current retention in this Chapter 11 case and in connection with the firm's performance of the compliance services. The Debtor assured the Court that the firm is "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Interfaith Medical Center Headquartered in Brooklyn, New York, Interfaith Medical Center, Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford- Stuyvesant and an ambulatory care network of eight clinics in central Brooklyn, in Crown Heights and Bedford-Stuyvesant. The Company filed for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 12-48226) on Dec. 2, 2012. The Debtor disclosed $111,872,972 in assets and $193,540,998 in liabilities as of the Chapter 11 filing. Liabilities include $117.9 million owing to the New York State Dormitory Authority on bonds secured by the assets. Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as bankruptcy counsel to the Debtor. Nixon Peabody LLP is the special corporate and healthcare counsel. CohnReznick LLP serves as financial advisor. Donlin, Recano & Company, Inc. serves as administrative agent. The Official Committee of Unsecured Creditors tapped Alston & Bird LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC as its financial advisor. Eric M. Huebscher, the patient care ombudsman, tapped the law firm of DiConza Traurig LLP, as his counsel. JEH COMPANY: Sells Two 2010 Ford Focus Vehicles ----------------------------------------------- JEH Company and its affiliates won bankruptcy court approval to two Ford Focus vehicles identified as 2010 Model Ford Focus VIN Nos. ending in 8885 and 8677 for $4,000 and $5,000 respectively. The Debtor is authorized to pay all proceeds of the sale of the vehicles to Frost Bank, or its assignee in connection with the sale of these vehicles. About JEH Company JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company, Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013. Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in Ft. Worth, serves as counsel to the Debtors. JEH Company was organized in 1982 by Jim and Marilyn Helzer. According to http://www.jehroofingcompany.com/,JEHCO buys roofing material directly from the manufacturer and sell it to contractors, builders, and homeowners. JEH Leasing owns and leases equipment and vehicles primarily for use in the business of JEHCO. Stallion is in the quarter horse and thoroughbred horse business. In its schedules, JEH Company disclosed $13,606,753 and $18,351,290 in liabilities as of the Petition Date. JEH Stallion Station, Inc., disclosed $364,007 in assets and $3,982,012 in liabilities as of the Petition Date. JEH Leasing Company, Inc., disclosed $1,242,187 in assets and $155,216 in liabilities as of the Petition Date. JEH COMPANY: Mercedes-Benz Financial Objects to Plan ---------------------------------------------------- Mercedes-Benz Financial Services USA LLC f/k/a DCFS USA LLC, is objecting to the confirmation of the Chapter 11 Plan proposed by JEH Company. Mercedes-Benz, which claims to have a perfected security interest in a 2008 Mercedes CL63, vehicle identification number WDDEJ77X68A014737, says the Plan is contradictory on whether or not it provides for Mercedes-Benz to retain its lien until its allowed secured claim is paid in full and therefore does not comply with 11 U.S.C. Sec. 1129(b)(2)(A)(i)(I) and subjects Mercedes-Benz to the loss of its lien pursuant to 11 U.S.C. Sec. 1141(C), Stephen G. Wilcox, Esq., at Wilcox Law, PLLC, tells the Court. MB points out that the Plan proposes to either surrender the collateral or sell the collateral for less than fair market value, but does not state the date on which the fair market value is to be determined. According to Mr. Wilcox, the Plan must provide that Mercedes-Benz retains its lien until the allowed secured claim is paid in full and that the claim shall be considered paid only after Mercedes-Benz has been paid the full amount of its claim by good and sufficient funds. The Plan proposes sell or surrender the MB collateral within a 60- day period following the effective date. The effective date is not a defined date, but instead is dependant upon actions under and outside of the control of Debtors. The Plan, therefore, does not meet the requirements of 11 U.S.C. Sec. 1123(a)(3), Mr. Wilcox avers. The Debtor should be required to state an exact date for the date that the Collateral will be either sold ("Sell-By Date") or surrendered ("Surrender Date"). Mercedes-Benz Financial's counsel can be reached at: Stephen G. Wilcox, Esq. Clare Russell, Esq. WILCOX LAW, PLLC P.O. Box 11509 Fort Worth, Texas 76110-0509 Tel: (817) 870-1694 Fax: (817) 870-1181 E-mail: swilcox@wilcoxlaw.net The Chapter 11 Plan JEH Company, et al., on Jan. 21, 2014 filed a proposed Plan of Reorganization and Disclosure Statement. The Debtors say the Plan provides an opportunity for partial or full recovery of unsecured creditors. The Plan proposes to treat secured creditors as follows: * In the event Bridgewell Resources, LLC, G.A.P. Roofing, Inc., and Worthington National Bank each does not agree in writing that its claim will be treated as an unsecured claim, then an adversary proceeding will be filed against the claimant. The secured claim of the claimants, to the extent allowed, will be paid in full from the effective date of the Plan through the date of the payment. * To the extent that an agreement is reached with Frost Bank on the amount due to the bank, then the secured claim of Frost Bank will be paid no earlier than on the Effective Date, nor later than 30 days following the Effective Date, provided that the Debtor retains sufficient assets to satisfy the claims of ad valorem tax creditors. * The secured claim of Wells Fargo and all claims of Wells Fargo will be considered fully paid and satisfied by the prior sale and/or surrender to Wells Fargo by the 30th day following the Effective Date, except as otherwise agreed to by that party. To pay off general unsecured creditors, the Debtors will liquidate all assets of the estates of JEHCO and JEH Leasing Company with specific direction to emphasize a market return for collection or sale of accounts receivable, equipment and real property assets. The first payment to each creditor will be due and owing beginning on the 60th day of the Effective Date and then due and owing when for any period of 60 days cash proceeds of the liquidation of assets exceed by $100,000 the secured claims against the proceeds, and a reserve equal to the next three months budget for expenses. If at any time when the remaining assets of JEHCO are believed to have a value of $100,000 or less, then the debtor will promptly liquidate all remaining assets and dispersed the remaining proceeds to unsecured creditors. The equity interest holders will receive no payments for any equity interests at any time. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/JEH_Co_DS_Jan14.pdf A hearing to consider approval of the Disclosure Statement was slated for March 31, 2014. About JEH Company JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company, Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013. Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in Ft. Worth, serves as counsel to the Debtors. JEH Company was organized in 1982 by Jim and Marilyn Helzer. According to http://www.jehroofingcompany.com/,JEHCO buys roofing material directly from the manufacturer and sell it to contractors, builders, and homeowners. JEH Leasing owns and leases equipment and vehicles primarily for use in the business of JEHCO. Stallion is in the quarter horse and thoroughbred horse business. In its schedules, JEH Company disclosed $13,606,753 and $18,351,290 in liabilities as of the Petition Date. JEH Stallion Station, Inc., disclosed $364,007 in assets and $3,982,012 in liabilities as of the Petition Date. JEH Leasing Company, Inc., disclosed $1,242,187 in assets and $155,216 in liabilities as of the Petition Date. K ANTHONY INC: Case Summary & 16 Unsecured Creditors ---------------------------------------------------- Debtor: K. Anthony, Incorporated 8420, 8440, 8702, 8707 Crenshaw Blvd. Inglewood, CA 90301 Case No.: 14-16094 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Richard M Neiter Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd 6th Fl Beverly Hills, CA 90212-2929 Tel: 310-271-6223 Fax: 310-271-9805 Email: michael.berger@bankruptcypower.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Brady Johnson, president. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb-16094.pdf KIDSPEACE CORP: U.S. Trustee Opposes Executive Bonuses under Plan ----------------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3, objects to the confirmation of KidsPeace Corp., et al.'s First Modified Joint Chapter 11 Plan of Reorganization, specifically with respect to proposed implementation of the KidsPeace Executive Incentive Plan for four individuals who are or who appear to be insiders as defined under Section 101(31)(B) of the Bankruptcy Code. The U.S. Trustee points out that in each instance, the primary if not only prerequisite to obtain the proposed bonus payments is that the recipient remain in the employ of the Debtors on the respective payment dates. The U.S. Trustee asserts that there are no realistic, let alone challenging targets or accomplishments which must be met by any of the prospective recipients of the bonus payments, and that notwithstanding the Debtors' identification of the proposed compensation and bonus plans as employee incentive plans, they are actually retention plans, and must therefore meet the rigorous criteria for approval of a retention plan under Section 503(c)(1) as opposed to the less stringent standard for incentive plans under Section 503(c)(3). The Plan proposes to pay $400,000 in bonuses to four top executives: Mike Slack, executive vice president - business development, Kidspeace Corp., and a member of the Board of Directors; Susan Mullen, executive vice president - programs, KidsPeace Corp., and a member of the Board; Susan Leyburn, Vice President Compliance; and Andrew Clark, MD, Medical Director. The Plan also proposes to pay bonuses to William R. Isemann, President and Chief Executive Officer; and James Horan, Executive Vice President and Chief Financial Officer. U.S. Bank National Association, as successor custodian relating to the issuance of policies that insure scheduled payments of the principal and interest on certain debt obligations of the Debtors, contends that to the extent the Plan directs the Custodian to take actions which go beyond the provisions of the Custody Agreement, the Custodian has taken the position that a clear order of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania directing it to take those actions is a precondition to it taking those actions. The Custodian said it filed an objection to the confirmation of the Plan simply to preserve its right to review and comment on that portion of the confirmation order containing language directing it to take those actions set forth in the Plan. U.S. Bank is represented by Kathryn D. Sallie, Esq., and Timothy J. Nieman, Esq., at Rhoads & Sinon LLP, in Harrisburg, Pennsylvania; and Ira H. Goldman, Esq. -- igoldman@goodwin.com -- at Shipman & Goodwin LLP, in Hartford, Connecticut. The Plan is scheduled for approval at an April 4 hearing. About KidsPeace Corp. KidsPeace Corp., a provider of behavioral services for children, filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa. Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania. KidsPeace operates a 96-bed pediatric psychiatric hospital in Orefield, Pennsylvania. Assets are $86.7 million, and debt on the books is $158.6 million, according to a court filing. The Debtor, which sought bankruptcy protection with eight affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel; EisnerAmper LLP as financial advisor, and Rust Omni as claims and notice agent. Assets total $158,587,999 at the end of 2012. The Debtors owe approximately $56,206,821 in bond debt, and they have been told that their pension liability is allegedly about $100,000,000 of which the Debtors currently reflect $83,049,412 on their books. KidsPeace sought Chapter 11 (i) as a means to implement a negotiated restructuring of bond debt currently aggregating approximately $51,310,000 plus accrued interest to a reduced amount of approximately $24 million in new 30-year bonds with interest at 7.5 percent, and (ii) to continue on-going negotiations with the Pension Benefit Guaranty Corporation in hopes of reducing the PBGC asserted obligation of $100+ million to an amount that the Debtors can reasonably expect to satisfy. The Debtor disclosed $157,930,467 in assets and $168,768,207 in liabilities as of the Chapter 11 filing. Since March 2012, MK has been exploring possible affiliation or acquisition opportunities; however, no offer of an affiliation or acquisition has been presented to the Debtors. Gemino Healthcare Finance, LLC, the prepetition revolving lender, is represented by James S. Rankin, Jr., Esq., at Parker, Hudson, Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr., Esq. UMB Bank, N.A., on behalf of bondholders, Performance Food Group d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty Corporation, and Teresa Laudenslager were appointed to an official committee of unsecured creditors in the Debtors' cases. The Official Committee of Unsecured Creditors is represented by Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as counsel. FTI Consulting, Inc. serves as the panel's financial advisor. The bankruptcy court will convene a hearing on April 3, 2014, at 11:00 a.m., to consider confirmation of the Debtors' First Modified Joint Plan of Reorganization. LANDSTAR ENTERPRISES: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Landstar Enterprises, Inc. 9182 Greenfield Dearborn, MI 48126 Case No.: 14-45563 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Thomas J. Tucker Debtor's Counsel: Kurt Thornbladh, Esq. THORNBLADH LEGAL GROUP, PLLC 7301 Schaefer Dearborn, MI 48126 Tel: (313) 943-2678 Email: kthornbladh@gmail.com Estimated Assets: $1 million Estimated Liabilities: $772,790 The petition was signed by Rashad Al-Mehdi, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. LAS VEGAS SANDS: Fitch Assigns 'BB+' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has assigned a 'BBB-' rating to VML US Finance LLC's (VUF) amended $4.4 billion senior secured credit facility, which includes a $2.4 billion term loan and a $2 billion revolver. Fitch's existing Issuer Default Ratings (IDRs) for VUF and its indirect parent companies, Sands China Ltd (Sands China), Las Vegas Sands LLC (LVS LLC) and Las Vegas Sands Corp (LVSC) are 'BB+'. The Rating Outlook is Positive. The credit facility is guaranteed by VUF and Venetian Macau Limited (VML), Sands China's main operating subsidiary and a gaming concession holder in Macau. VML's concession expires in June 2022, full two years after the credit facility's maturity, unless extended by Macau's government. VML owns Venetian Macao, Sands Cotai Central (SCC), Four Seasons Macao, Sands Macao and the Parisian project. The collateral pledged for the facility has not been made public, but Fitch expects the collateral to include all of the assets mentioned above with the possible exception of The Parisian. Key Rating Drivers The new facility improves VML's liquidity by pushing out its maturity wall from 2016 to 2020 and increasing the revolver capacity from $500 million to $2 billion. However, $1.18 billion is available pro forma for VML drawing on the revolver to paydown $820 million of the non-extending term loans. VML's liquidity as of Dec. 31, 2013 pro forma for the increased revolver and net of cage cash (estimated at $200 million by Fitch) is roughly $3.9 billion. Along with free cash flow (FCF), liquidity is sufficient to meet VML's capital development plans while maintaining the company's ramp-up in shareholder friendly initiatives. Fitch estimates VML's run-rate discretionary FCF at slightly in excess of $2.5 billion. Sands China's 2013 year-end dividends annualizes to $1.8 billion. Sands China also paid a special dividend of $800 million in 2013. The company projects that it will spend $1.25 billion - $1.50 billion on development capital expenditures in Macau for 2014 ($825 million on The Parisian) and $1.7 billion in 2015 ($1.15 billion on The Parisian). The Parisian is slated to open late 2015 with no major capital plans past that at VML. The refinancing is leverage neutral with gross leverage remaining at around 1.4x. Fitch projects 12% gaming revenue growth for 2014 in Macau, which may prove to be conservative given that revenues have grown 20% year-to-date through March. The 12% growth forecast is driven by 20% growth in the mass market while VIP growth will generally be in line with Chinese GDP growth. Growth will be supported by the growing Chinese economy (Fitch projects 7.3% annual GDP growth in 2014 and 7% in 2015); the improved infrastructure in and around Macau (e.g. a new ferry terminal connecting to Cotai will open in mid-2014); continued ramp up of LVSC's SCC; and the development on Hengqin Island adjacent to Macau. LVSC is best positioned to capitalize on the mass market growth, with approximately 1 million square feet of gaming space. This gaming space, plus an extensive complement of amenities and hotel rooms, allows LVS to freely adjust to the demands of the market. The 'BBB-' rating on the credit facility is one notch above VUF's IDR and reflects the meaningful overcollateralization of the credit facility by VML's assets, which generated $2.9 billion of EBITDA in 2013. Uncertainty with respect to VML's ability to extend its gaming concession past 2022 is a risk albeit a remote one. The Macau government said that it may begin discussions on extending concessions in 2015. Positively, the government indicated that it has no interest in increasing the number of concession holders past six. Main Drivers for the 'BB+' IDR The 'BB+' IDR is linked to LVSC's and its subsidiaries' IDRs and reflects LVSC's strong financial profile supported by manageable debt levels, significant cash balances and robust discretionary free cash flow (FCF). LVS also maintains a strong business position supported by high quality assets in attractive regulatory regimes, which provides the company with the best global market exposure in the industry. The ratings also consider LVSC's history of being an aggressive developer of large-scale gaming-centric integrated resorts, lack of a track record with respect to maintaining to stated financial policies, and the pending Department of Justice (DOJ) and Securities and Exchange Commission (SEC) investigations. The Positive Outlook reflects the solid ramp up of SCC; Fitch's favorable outlook for Macau; LVSC's significant unencumbered non- core pool of assets; and LVSC's relatively modest capex pipeline with no other new integrated resort projects aside from The Parisian being shovel-ready for at least another two years (e.g. South Korea and/or Japan) with the Spain plans now being canceled. The Positive Outlook also takes into account the company's recently articulated gross leverage target range of 2x-3.5x before incurring additional debt related to future development of integrated resorts. Fitch believes that this range can potentially support an investment grade IDR given LVSC's business risk. Fitch calculates LVSC's consolidated gross leverage for the year-end 2013 at 2.5x (net of cash based corporate expenses and income attributable to minority interest) versus Fitch's 4x threshold for LVSC for 'BBB-' IDR of 4.0x gross leverage. There is about 0.5x difference in Fitch's calculation of gross leverage relative to the company's. When considering an upgrade of LVSC's IDR to 'BBB-' Fitch will take into account cushion in the gross leverage ratio relative to Fitch's 4.0x threshold. An upgrade of the IDR to 'BBB-' would be possible even with a thin cushion relative to the 4.0x leverage threshold possibly after LVSC incurs debt to fund a leveraging shareholder friendly transaction. Fitch will factor into its upgrade decision the timing and scope of potential upcoming capital projects as well as LVSC's ability and perceived willingness to deleverage and/or build liquidity in anticipation of large scale capital plans. Rating Sensitivities Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Maintaining leverage below 4x on a gross basis and 3x on a net basis for an extended period with some cushion relative to potential new development opportunities; -- Keeping to its articulated financial policies including maintaining gross leverage at below 3.5x before accounting for the development of new integrated resorts; -- Favorable resolution of inquiries and lawsuits related to governance matters discussed above. Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Leverage exceeding 5x on a gross basis and 4x on a net basis for an extended period, likely driven by pursuing multiple largescale projects at once; -- Deviating from to its articulated financial policies including contributing at least 25% equity towards projects; -- Loss of a license/concession as a result of inquiries related to governance matters discussed above. Fitch rates LVSC and its subsidiaries as follows: Las Vegas Sands Corp. -- IDR 'BB+', Outlook Positive. Las Vegas Sands LLC -- IDR 'BB+', Outlook Positive; -- US$1.25 billion secured revolving credit facility 'BBB-'; -- US$2.25 billion secured term loan B 'BBB-'. Sands China Ltd. (Sands China) -- IDR 'BB+', Outlook Positive. VML US Finance LLC (VML US) -- IDR 'BB+', Outlook Positive; -- US$500 million Macao secured revolving credit facility 'BBB-'; -- US$3.2 billion Macao secured term loan 'BBB-'. Marina Bay Sands Pte. Ltd. (MBS) -- IDR 'BB+', Outlook Positive; -- SGD 500 million Singapore secured revolving credit facility 'BBB-'; -- SGD 4.6 billion Singapore secured term loan 'BBB-'. LINDSAY GENERAL: Creditors to Have 70% of GetAutoInsurance.com -------------------------------------------------------------- Lindsay General Insurance Agency, LLC and its debtor-affiliates proposed a Chapter 11 plan that offers 70% of the equity of GetAutoInsurance.com, LLC, the surviving entity upon exit from bankruptcy. According to the Disclosure Statement, it is anticipated that part and parcel of the reorganization of Lindsay General Insurance Agency, LLC, Destiny General Agency, LLC, Get AUtoInsurance.com Agency, LLC and MAP General Agency, Inc., will be the consolidation of the four bankrupt entities with the new entity being named GetAutoInsurance.com, LLC, which will be a Georgia limited liability company. The chief liabilities of the Debtors as of the Petition Date consisted of secured claims of Eastside Commercial Bank ($2.6 million), tax claims ($45,000) and claims of various creditors, priority and unsecured. Amounts owed to other creditors are: Amount Owed to Debtor Other Creditors ------ --------------- Lindsay General Insurance Agency $14,775,000 Destiny General Agency $5,296,000 GetAutoInsurance.Com Agency $508,349 Map General Agency $4,536,638 Eastside Commercial has a security interest in all assets of Lindsay General Insurance and, indirectly, a claim on all monies held by three other debtor entities. General unsecured claims are expected to total $51.1 million. The Plan proposes to treat claims and interests as follows: -- The Reorganized Debtor plans to issue on the Effective Date to Eastside a debenture in the face amount of the debt owed to Eastside as of the day of issuance of the debenture ($2.6 million) bearing interest at the rate of prime +.50%. The debenture will be payable at the rate of $10,000 per month until paid in full. -- Driver's Insurance Group, Inc., owner of 100% of the Debtors, and holder of a claim against the Debtors in the amount of $4,000,000, will convert its equity position from 100% of the constituent entities to 20% of the Reorganized Debtor. Driver's equity interest will be cancelled and its $4 million claim will be deemed satisfied. -- Other creditors will be issued equity equal to 70% of the ownership of the Reorganized Debtor. The equity will be in the form of-non voting preferred shares or units. -- The Reorganized Debtor will issue an ownership stake of 10% to contributors of cash equity capital. The Reorganized Debtor aspires to raise $300,000 to enhance its equity position, of which $150,000 will be in the form of a new institutional loan, and the remaining amount through an infusion of new cash equity capital. A hearing on the Disclosure Statement was slated for March 27. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Lindsay_General_Plan_Outline.pdf About Lindsay General MAP General Agency, Inc., was formed in Texas in September 2000 and formerly operated as general agency marketing for related insurance carriers. Lindsay General Insurance Agency, LLC was formed in Texas in November 2004 and formerly operated as a managing general agency providing marketing, policy and claims processing for related insurance carriers and managing general agencies. Destiny General Agency LLC was formed in Texas in January 2005 and formerly operated as a general agency providing marketing for related insurance carriers. GetAutoInsurance.com Agency, LLC was formed in Texas in April 2005 and formerly operated as an insurance agency selling insurance policies online and through its call center operation for various insurance carriers. Together these entities were forced into bankruptcy as a result of related insurance carriers being placed under state regulatory supervision and the resulting loss of business due to cessation of contractual relationships. Lindsay General, et al., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 13-52732) in Atlanta on Feb. 7, 2013. Lindsay estimated assets and debts of $10 million to $50 million. The Debtors are represented by Evan M. Altman, Esq., and George Geeslin, Esq., in Atlanta. LONGVIEW POWER: S&P Assigns 'B' Rating to $150MM Credit Facility ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its point-in- time 'B' rating to Longview Power LLC's $150 million debtor-in- possession credit facility due November 2015. This rating only applies to the DIP facility and does not represent the expected rating on the successor loan if this DIP facility is converted into exit financing. Because the DIP facility rating is a point-in-time rating, it is effective only for the date of this report, and S&P will not review, modify, or provide ongoing surveillance of the rating. The rating is based on, among other things, the DIP facility credit agreement dated Nov. 27, 2013, and the Final Order issued by the U.S. Bankruptcy Court dated Nov. 21, 2013. A Standard & Poor's rating on a DIP facility reflects its view of the likelihood of full cash repayment through the company's reorganization and emergence from Chapter 11. DIP facility rating also typically acknowledges potential rating enhancement if S&P believes the assets securing the facility would likely result in full recovery if liquidation becomes necessary. However, in cases where a DIP facility has options to convert it to an exit facility financing subject to conditions that collectively do not give very high confidence on the emergence capital structure, S&P caps the DIP loan rating to 'B' to reflect the potential risk to DIP lenders. Since the Longview DIP loan has an exit facility conversion feature that is under the control of only a share of the initial DIP lenders, S&P caps the Longview DIP loan rating at 'B' in line with its criteria. S&P do not know what the emergence capital structure would be and so cannot determine the company's overall creditworthiness at that time or how the converted DIP loan would rank against any other of the company's financial obligations. S&P concludes the underlying Longview DIP facility credit risk would be at least 'B' and so S&P assigned its 'B' rating to it. Longview is undertaking a repair program during the bankruptcy process to resolve operational problems and materially improve operating performance. The plant is currently operational. In addition, Longview is seeking to resolve disputed mechanics liens of $336 million and its related counterclaims against these vendors for design, construction, and equipment defects that have substantially impaired the plant's operating capacity. While in Chapter 11, the mechanics liens rank below the DIP facility in payment and security. Longview hopes to emerge from bankruptcy between the second quarter of 2014 and the end of 2015. S&P believes that Longview has favorable prospects to emerge from bankruptcy based on the following considerations assuming that final mechanics liens exposure is negligible. However, S&P do not know how the mechanics liens will be resolved. S&P's analysis of the Chapter 11 process suggests that the maximum DIP drawdown would be well below $150 million, after factoring in a higher-than-expected cash balance and Foster Wheeler's funding of the nose repair. Dunkard Creek performs critical water treatment operations and is owned by the ultimate owner of Longview and Mepco. LPATH INC: Incurs $6.5 Million Net Loss in 2013 ----------------------------------------------- LPath, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $6.56 million on $7.98 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $2.75 million on $6.68 million of total revenues during the prior year. Lpath disclosed a net loss of $3.11 million in 2011. The Company's balance sheet at Dec. 31, 2013, shows $15.66 million in total assets, $5.70 million in total liabilities and $9.96 million in total stockholders' equity. A copy of the Form 10-K is available for free at: http://is.gd/g2HMfc About Lpath, Inc. San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LSP MADISON: Moody's Affirms 'Ba2' Senior Secured Term Debt ----------------------------------------------------------- Moody's Investors Service has affirmed LSP Madison Funding, LLCs (Madison Funding) Ba2 senior secured term loan rating due December 2019. Subsequent with this rating action, Moody's revised the outlook to positive from stable. Ratings Rationale The rating affirmation and outlook revision to positive factors in Madison Funding's divestiture of its equity interests in the Safe Harbor hydro generating facility, which closed last week following approval from the Federal Energy Regulatory Commission (FERC), and considers positive market developments in ISO New England which benefits the Madison Funding portfolio. Moody's calculate that most of the key financial metrics are now expected to score in the "Baa" sub-factor under Moody's Power Generation Projects methodology (compared to "Ba" previously). With the sale of Safe Harbor, the remaining assets in the portfolio consist of the 560 megawatt (MW)(average winter and summer rating) University Park North facility, the 328MW University Park South facility (both in Chicago) and the 236MW Wallingford facility in Wallingford, Connecticut. Our rating also factors in LS Power's ongoing efforts to commercialize assets in the Madison Funding portfolio. Since the original rating assignment in June 2012, numerous asset sales have occurred with the associated proceeds being the primary contributor to the nearly $500 million of term loan debt reduction at Madison Funding since the original rating. With respect to future sales within Madison Funding, Moody's view the Wallingford peaker as having stronger sales value to the sponsor relative to the two peakers in the Chicago area. As such, Moody's would consider the sale of Wallingford and its removal from the collateral package as a credit negative to the rating given the further reduction in cash-flow diversity, notwithstanding the $75 million in debt reduction that would accompany its divestiture. As per the terms of the credit agreement, Moody's understand that following the completion of the Safe Harbor sale, Madison Funding paid down its existing term loan balance by $150 million on Friday, March 28th, resulting in a current outstanding debt balance of approximately $203 million, or $182 per kilowatt ($/kw). While Safe Harbor's removal from the collateral pool reduces asset and cash flow diversity, the portfolio's future cash flow improves meaningfully given the material interest cost savings earned over the remaining tenor of the loan. In ISO New England, recently announced plant retirements directly resulted in a substantial uptick in forward capacity market (FCM) prices for the 2017/2018 auction year. The Wallingford peaking unit is now expected to earn $7.05 per kilowatt-month (kW-mo), nearly triple our original forecast of $2.00/kW-mo for 2017/2018. Our forecast, at the time, incorporated excess generation supply that existed in ISONE coupled with high levels of demand response that cleared in the market. Based on our calculations, Wallingford's capacity revenue will increase nearly 40% in 2017 to $15 million from $8 million and 35% in 2018 to approximately $12 million from $7 million. The combination of debt reduction from the Safe Harbor divestiture, material interest cost savings over the remainder of the term loan, and increased revenue expectations from the Wallingford plant results in the portfolio's funds from operations to debt (FFO/Debt) ratio and debt service coverage ratio (DSCR) averaging 25% and over 4.0 times over the three-year period from 2014 to 2016. Given the 100% cash sweep structure in the financing, Moody's believe the term loan can be repaid slightly prior to loan maturity in 2019. Furthermore, our review of a downside scenario where none of the peakers' dispatch over the remaining term results in financial cash flow metrics that score in the high-Ba to low-Baa range over the 2014-2016 time frame. The positive outlook reflects continued sound operations and financial performance exceeding Moody's expected results. The rating could be upgraded if debt reduction continues apace and financial metrics remain solidly in the "Baa" category. Meaningful long-term contracts for merchant capacity could result in upward rating pressure. The rating could face downward rating pressure if operational issues persist or industry fundamentals weaken materially resulting in financial metrics in the "Ba" rating category. Madison Funding consists of three peaking units totaling approximately 1,124 megawatts (MW) based on average winter and summer rating capacity. The peaking units include the nominally rated 560 MW University Park North (UPN) and 328 MW University Park South (UPS) units in Chicago, IL; and the 236 MW Wallingford unit in Wallingford, CT. The peaking units have at least ten years of operating history and are run by recognized operators in NAES and Wood Group. Madison Funding is wholly owned by LSP Madison Holdings, which is in turn owned by a $3.1 billion private equity fund (the Fund) managed by LS Power Group (LSP). LSP currently owns and manages 18 fossil and renewable power generation assets with nearly 8,000 MW of capacity and two large scale electric transmission businesses. LTI HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned initial ratings to LTI Holdings, Inc.; Corporate Family and Probability of Default of B2 and B2-PD respectively. LTI Holdings, Inc. will guarantee secured obligations of its borrowing subsidiary, LTI Flexible Products, Inc. (collectively known and doing business as Boyd Corporation, or "Boyd") consisting of a $275 million term loan and a $35 million revolving credit, both of which were assigned ratings of [B2, LGD-4, 51%]. The rating outlook is stable. Boyd, a custom manufacturer of precision components converted from engineered polymer and composite raw materials (e.g. gaskets, seals, and thermal, impact & RFI/EMI protection components) is majority owned by affiliates of Snow Phipps Group, LLC. It is acquiring certain die-cut businesses from Brady Corporation (un- rated) for $60 million. Proceeds from the term loan will be used to fund the purchase, refinance existing Boyd indebtedness, and pay a dividend as well as cover related costs and expenses. Ratings Rationale The B2 Corporate Family Rating considers the modest size of the combined organization, elevated financial leverage and integration challenges associated with acquiring units that will account for roughly half of revenue going forward but whose historical margins have been considerably lower than Boyd's. It further recognizes a degree of customer concentration and end-market exposure to industries that can experience volatile swings such as commercial, off-highway and recreational vehicles, or short product cycles such as mobile computing devices. As a supplier to much larger original equipment manufacturers, Boyd's volumes are dependent upon the success of its customers' products over which it has little direct influence. Similarly, for OEM customers with longer platform lives, Boyd has to contend with agreed price-downs over time in a business in which raw material costs constitute a high percentage of cost of goods sold. However, for shorter life cycle products, more rapid product turn-over can provide frequent opportunities to re-price and recover changes in variable costs. Boyd's track record to date suggests deft management of this cost/price issue (Its components represent a small fraction of the client's total product cost) but it has had a relatively benign material cost environment of late which may not always be the case. Boyd has achieved healthy margins and has long-standing customer relationships, the majority of which are on a sole source basis. Despite its size, Boyd is believed to be one of the larger firms in this highly fragmented space. In addition it currently serves as a supply chain consolidator for several large customers reflecting its importance and technical & logistical skills. The company's profitability is considered sustainable and benefits from the engineered/custom nature of its products and early engagement in a product's design. Boyd's experience in operating similar manufacturing plants to those of the acquired Brady units offers some scope for improving profitability but will involve some up-front costs and risks. Boyd's profitability combined with relatively light capital expenditure requirements is expected to produce strong coverage metrics for the rating category as well as ongoing free cash flow. The B2, LGD-4, 51% rating of the credit facilities reflects the product from the application of a B2-PD probability of default and their expected loss given default experience as senior secured obligations. While their claims will be senior to certain unsecured trade and other liabilities, Moody's model recognizes certain administrative priorities ahead of the lenders which, along with the covenant-light nature of the credit agreement, constrains expected recovery rates in downside scenarios. The stable outlook incorporates prospects for continued volumes across key end-markets, sustained profitability, low single digit growth, good liquidity, solid interest coverage and free cash flow generation. Stronger ratings or a positive outlook could develop should the company demonstrate successful integration of the acquired operations, improve its end-market diversification into less cyclical sectors along without impinging its margins and the apply free cash flow toward debt reduction beyond the required amortization. Quantitatively this would involve debt/EBITDA well below 4 times, EBITA/interest sustained above 3 times, and free cash flow/debt above 8%. Downward pressure could arise if debt/EBITDA approached 6 times, negative free cash flow were experienced over several periods or EBITA/interest fell below 1.5 times. Ratings assigned: LTI Holdings, Inc. Corporate Family, B2 Probability of Default, B2-PD LTI Flexible Products, Inc. $35 million secured revolving credit, B2, LGD-4, 51% $275 million secured term loan, B2, LGD-4, 51% The principal methodology used in this rating was the Global Manufacturing Industry published in December 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. LTI Holdings, Inc, doing business as Boyd Corporation, is headquartered in Modesto, CA. Pro forma revenues will be approximately $400 million. MARANI BRANDS: Bodie Investment Stake 9.8% as of March 18 --------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission on March 18, 2014, Bodie Investment Group, Inc., disclosed that it beneficially owned 41,742,000 shares of common stock of Marani Brands, Inc., representing 9.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/wBAEuh About Marani Brands Based in North Hollywood, Calif., Marani Brands, Inc. (OTC BB: MRIB) primarily engages in the distribution of wine and spirit products manufactured in Armenia. The Company's signature product is Marani Vodka, a premium vodka which is manufactured exclusively for the Company in Armenia. The Company's balance sheet at March 31, 2010, showed $1,137,841 in assets and $3,188,227 of liabilities, for a stockholders' deficit of $2,050,386. As reported in the Troubled Company Reporter on October 19, 2009, Gruber & Company, LLC, in Saint Louis, Missouri, expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's consolidated financial statements for the years ended June 30, 2009, and 2008. The auditing firm said that the Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. MATRIX ASSET: To Delist Shares; Expresses Going Concern Doubt ------------------------------------------------------------- Matrix Asset Management Inc. on April 1 reported its financial and operating results for the fourth quarter ended December 31, 2013. A conference call to discuss the fourth quarter results is scheduled for April 1, 2013 at 9:00 a.m. Eastern Time. The conference may be accessed by calling 1-855-353-9183 and entering access code 58018. Alternatively a webcast of this conference is available at https://web.conf-centre.com/ by entering conference reference 1153646 and access code 58018. President and CEO, David Levi commented, "I thank all of our investors for their support during a very challenging past year. We voluntarily delisted from the Toronto Stock Exchange and have undertaking a strategic review of the Company in order to address its present debt obligations and to provide liquidity options for its shareholders." Mr. Levi added, "The delisting of the Company's Common shares does not affect any of the funds managed by subsidiaries of Matrix." Selected Fourth Quarter and Year End 2013 Highlights -- At December 31, 2013, asset under management ("AUM") were $232 million, compared to $332 million as at September 30, 2013 and $1.1 billion as at December 31, 2012. -- Total revenue for the fourth quarter was $2.6 million compared to $3.2 million during the same period last year. -- Recurring expenses for the fourth quarter were $1.8 million compared to $5.7 million during the same period last year. -- Net loss for the fourth quarter was $(1.2) million compared to net loss of $(3.2) million for the same period last year. Total current liabilities of $6.3 million as at December 31, 2013 are scheduled for repayment over the next 12 months. -- Working capital deficit improved over the quarter by $0.3 million to $2.9 million. See "Liquidity and Capital Resources". -- On September 30, 2013, Matrix announced that it had entered into financing arrangements for a term credit facility of up to $5 million which bears interest at 12% per annum calculated and paid quarterly. In addition, the Company agreed to pay a processing fee of 6.5% per annum, calculated and paid quarterly. $4 million and $1 million of the facility was advanced to the Company on September 30, 2013 and December 30, 2013, respectively. Subsequent Events: -- Subsequent to the termination of the Management Agreement between the GrowthWorks Canadian Fund Ltd. ("Canadian Fund") and GrowthWorks WW Management Ltd. ("GWWV"), the Company has taken legal action to claim damages for lost management and administration fee revenue for the remaining term of the contract (five years), unpaid management and administration fees, unpaid incentive payments and unpaid capital retention administration fees. In addition, the Company is seeking compensation for damages that the Company has and will incur as a result of being forced to renegotiate a lending facility at less favorable terms. The possible compensation that may arise from this event is unknown and would be determined following the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. The Canadian Fund has reserved the right to claim damages in respect of any breaches of the Management Agreement by GWWV. There can be no assurance as to the outcome of claims made by the Canadian Fund with respect to such breaches, if any, or by GWWV with respect to what Matrix believes is a wrongful termination of the Management Agreement. -- On December 3, 2013, the Company announced that it intends to apply for alternative listing and voluntarily delist from the TSX. On March 25, 2014 the Company confirmed its application to voluntarily delist from the TSX which became effective March 28, 2014. -- Subsequent to the year ended December 31, 2013, the Company accrued a $0.1 million success fee in relation to the sale of portfolio assets held by Working Opportunity Fund (EVCC) Ltd. ("WOF") Liquidity and Capital Resources As at December 31, 2013, Matrix had total assets of $5.3 million, a decrease of $20.1 million from $25.4 million at December 31, 2012. During the year, current assets decreased by $5.0 million while long term assets decreased $15.1 million. Total liabilities of $13.1 million as at December 31, 2013 decreased by $11.0 million compared to $24.1 million as at December 31, 2012. Current liabilities decreased by $8.1 million while long term liabilities decreased by $2.9 million. The Company requires capital for operating purposes, including funding current and long term liabilities and current and future operations. Subsidiaries of the Company registered under securities laws must also maintain minimum levels of working capital in order to meet regulatory requirements under securities laws. If these minimum working capital requirements are not maintained, these registrations may be revoked. As a result of the term credit facility provided on September 30, 2013 and December 30, 2013, the Company believes that it has rectified its previously announced working capital deficiency but securities regulators have not finalized their review of the matter and any confirmation of that rectification is still pending. There can be no assurance that these subsidiaries will restore and maintain compliance with working capital requirements to the satisfaction of regulatory authorities and a failure to do so would have a material adverse effect on the Company's ability to operate and its financial position and future operating results. Matrix's liquidity position and capital resources are dependent on cash flows from operations which in turn are dependent on AUM. Matrix's AUM is subject to a number of risks and uncertainties and has declined significantly with the result of the dispositions related to the SEAMARK Sale and the Marquest Transaction. Matrix's working capital position has also deteriorated significantly over the past two years. Failing to meet payment obligations, including in respect of secured indebtedness or failing to maintain compliance with working capital requirements under securities laws, may have a material adverse effect on Matrix's financial condition, operating results and ability to carry on business. As at December 31, 2013, Matrix had a working capital deficiency of ($2.9) million, comprised of $3.4 million current assets and ($6.3) million in current liabilities. Matrix's retained earnings deficit as at December 31, 2013 was $(32.4) million and the net loss from continuing operations for the year was $(5.7) million. Significant items contributing to the working capital deficit are: (1) $4.8 million in trades payable and accrued liabilities; (2) $0.9 million of employment related obligations, primarily non- recurring lump sum payments due during the next 12 months; and (3) $0.6 million in operating lease related obligations. The financial statements and MD&A were prepared on a going concern basis, which assumes that Matrix will continue to realize its assets and discharge its liabilities as they become due. Management's cash flow forecasts indicate that the Company is expected to have resources available to continue to operate as a going concern; however the forecasts are based on a number of assumptions with respect to future cash flows and the Company's ability to discharge its current liabilities during 2014. There can be no assurance that Matrix will re-structure or re-finance these debt obligations in a manner that will allow Matrix to continue to operate. Uncertainties surrounding these assumptions may cast significant doubt on the ability of Matrix to discharge its liabilities in the normal course of business and continue to operate as a going concern. There is material uncertainty surrounding Matrix's ability to generate positive cash flows to generate savings from cost reduction programs (and as to the quantum of such savings), to re- pay, re-finance and/or re-structure debt obligations, to collect fund management fees and incentive participation dividends from managed funds with poor liquidity, to collect tax refunds and as to the outcome of regulatory reviews and filings and prospects for future transactions. If the Company is unable to re-pay or re- finance its debt obligations, the obligations and associated security may be enforced, which would have a material adverse effect on the Company's business, financial position and operating results and the Company's ability to continue to operate. The auditor's report in respect of Matrix's consolidated financial statements for the year ended December 31, 2013 was unqualified, however did contain and Emphasis of Matter notation with respect to Matrix's working capital deficit as at December 31, 2013, net loss for the year and Matrix's ability to continue to operate as a going concern. It is not possible to predict whether strategic options pursued by Matrix will result in sufficient improvements to Matrix's financial condition to allow Matrix to continue as a going concern. If the going concern assumption ceases to be appropriate, adjustments will be necessary to the carrying amounts and/or classification of Matrix's assets and liabilities. Further, a comprehensive restructuring plan could materially change the carrying amounts and classifications reported in the consolidated financial statements. In addition to the funds raised by the September and December 2013 financing, on August 7, 2012, the Board of Directors approved Matrix raising up to $2.0 million in debt through term loan arrangements, including with insiders of Matrix. During the third quarter of 2012, Matrix raised approximately $0.6 million under term loans advanced by the CEO of Matrix and the largest shareholder of Matrix. These two loans were evidenced by unsecured promissory notes that mature on the earlier of 30-day written notice by the lenders and the date of closing of a transaction by Matrix or any of its subsidiaries resulting in cash proceeds to Matrix of $7 million or more. The notes bear interest at a rate of 8.0% per annum, calculated and compounded monthly. These terms may be adjusted to match terms negotiated with additional third party lenders, although maturity dates may vary by lender. During to the fourth quarter of 2013, the lenders agreed, for no additional consideration, to extend the maturity date to March 31, 2015. On December 31, 2013 the Company entered into an additional $0.1 million loan with the largest shareholder of Matrix with the same terms and due date. There can be no assurance as to the amount of additional capital that will be raised through these arrangements. Matrix is a venture capital asset management company with offices across Canada. As at December 31, 2013, the Company managed approximately $0.2 billion in assets operated through GrowthWorks Capital Ltd., which manages funds in the venture capital sector. MERIDIAN SUNRISE: Giving a Debtor a Big Club Against Lenders ------------------------------------------------------------ Stephen J. Lubben, writing for The New York Times' DealBook, reported that a federal district court's opinion in Meridian Sunrise Village v. NB Distressed Debt Investment Fund Ltd. is one of the most important recent decisions for distressed debt investors and loan investors generally. The report related that the case involves a relatively small loan, of about $75 million, with U.S. Bank as lead agent and lots of others taking subsidiary roles in lending the money to the debtor. The loan agreement looks to be pretty standard for anyone who has seen a few syndicated loan agreements. But it nonetheless seems to have thrown the federal courts in Washington State for a bit of a loop. The problems began when Bank of America sold its piece of the loan to a distressed debt fund, the report further related. The debtor normally had a right to approve transfers of the loan -- subject to the usual rule that consent could not be unreasonably withheld, whatever that means -- but the right to consent went away when the debtor was in default. Thus, the debtor being in Chapter 11 would seem to remove any barriers to Bank of America's move. But the bankruptcy court, and then the district court, disagreed, according to the report. The problem, as they saw it, was that the loan agreement limited loan transfers to "financial institutions." And the courts in Washington tell us that hedge funds are not "financial institutions" -- something that may come as a bit of a surprise to the drafters of the Dodd-Frank Act. The opinion further faults the distressed debt fund for selling part of the stake it got from Bank of America to another fund, the report said. Apparently, the courts viewed this as an attempt to manipulate the Bankruptcy Code's voting rules, which turn on getting approval by creditors in a class "that hold at least two- thirds in amount and more than one-half in number of the allowed claims of such class." The case is Meridian Sunrise Village LLC v. NB Distressed Debt Investment Fund Ltd. (In re Meridian Sunrise Village LLC), 13-cv- 05503, U.S. District Court, Western District of Washington (Tacoma). About Meridian Sunrise Village LLC Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18, 2013. The Debtor, a single asset real estate under 11 U.S.C. Sec. 101(51B), disclosed $70.6 million in total assets and $65.9 million in total liabilities in its schedules. James L. Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush Strout & Kornfeld LLP represent the Debtor. The Debtor owns the property known as the New Meridian Sunrise Village in 10507 156th St. E. Puyallup, Washington. The Debtor has valued the property at $70 million, which property secures debt of $64.4 million to U.S. Bank, National Association. A copy of the schedules attached to the petition is available at http://bankrupt.com/misc/wawb13-40342.pdf Alan D. Smith -- ADSmith@perkinscoie.com -- and Brian A. Jennings, WSBA -- BJennings@perkinscoie.com -- at Perkins Coie, LLP represent U.S. Bank National Association, as administrative agent. James L. Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush Strout & Kornfeld LLP, in Seattle, represent the Debtor in its restructuring effort. METROGAS SA: Discloses ARS256-Mil. Income for 2103 -------------------------------------------------- MetroGAS S.A. filed with the U.S. Securities and Exchange Commission on March 24, 2014, its annual report on Form 6-K for the year ended Dec. 31, 2013. As of the date of issuance of its financial statements, it is neither possible to foresee the outcome of the tariff negotiation process nor to determine its final consequences on the Company's results and operations which raise substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. The Company reported net income of ARS256.83 million on ARS1.94 billion of revenues in 2013, compared with a net loss of ARS178.83 million on ARS1.48 billion of revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed total assets of ARS2.34 billion, total liabilities ARS1.92 billion and total shareholders' equity of ARS424.12 million. A copy of the Form 6-K is available at: http://is.gd/hnB72d About MetroGAS S.A. Headquartered in Buenos Aires, Argentina, MetroGAS S.A. is a sociedad anonima organized under the laws of the Republic of Argentina. The registered office and principal place of business is located at Gregorio Araoz de Lamadrid 1360 - Ciudad Autonoma de Buenos Aires. The Company was formed in 1992 and on Dec. 1, 1992, it was registered as a corporation pursuant the laws of the Republic of Argentina. The term of duration of the Company expires on Dec. 1, 2091, and its principal business is the provision of natural gas distribution services. * * * As reported in the Troubled Company Reporter - Latin America on Nov. 4, 2013, Standard & Poor's Ratings Services assigned a 'CCC' rating to Metrogas S.A.'s recently issued additional series A notes for about $7.3 million to pay in kind the accrued interests on the outstanding notes. At the same time, S&P affirmed its 'CCC' corporate credit rating on Metrogas. The outlook is negative. MOBIVITY HOLDINGS: Completes Acquisition of SmartReceipt -------------------------------------------------------- Mobivity Holdings Corp. has completed its acquisition of the assets and operations of SmartReceipt, Inc., a marketing solutions company whose software products transform traditional retail transaction receipts for Subway, Baskin-Robbins, Dairy Queen and others into engaging "smart" receipts that feature coupons and special offers for consumers. SmartReceipt was a privately owned company based in Santa Barbara, California. Dennis Becker, chief executive officer of Mobivity, said, "We believe this acquisition has the potential to significantly transform Mobivity's product offering portfolio and create what we believe will be the largest installed base of any SaaS mobile loyalty program provider in the industry, with more than 17,000 locations. Going forward, the capability to integrate SmartReceipt's printed receipt data in combination with Mobivity's current SMS and Stampt mobile loyalty app allows our retailer customers to generate actionable data to craft specialized offers, coupons and messages based on actual individual purchasing histories. Additionally, we see opportunities to further integrate the technology beyond its current use to assist retailers to continue to retain their most loyal customers." Like Mobivity's product offerings, SmartReceipt employs a SaaS- based monthly recurring revenue business model with most of its client base within the Quick Serve Restaurant (QSR) industry. Its customers pay a set monthly fee per location for use of the service. SmartReceipt's solution is compatible with over 80% of Point-of-Sale (POS) systems available in the marketplace today and transmits the printed receipt data from POS systems to SmartReceipt's cloud-based platform, enabling the QSR to store transactional data and dynamically control the receipt content in real-time. Up to 1.2 million receipt transactions are processed daily by SmartReceipt across more than 7,500 locations throughout the U.S., including major brands such as Subway, Baskin-Robbins and Dairy Queen. Mike Bynum, president of Mobivity, commented, "In just the past month since we made the announcement, we have had tremendous interest from existing Mobivity customers in the SmartReceipt product offering, and vice versa. The enthusiasm by leading retailers around the country to the capabilities and unique integration of these technologies certainly provides us a level of excitement as we begin to roll out these products on an integrated basis. With more than 17,000 combined locations, we see significant opportunities for cross-selling going forward." The terms of the transaction are more fully described by Mobivity in a current report on Form 8-K, a copy of which is available for free at http://is.gd/W4eXew A copy of the Asset Purchase Agreement is available for free at: http://is.gd/NPZgmB About Mobivity Holdings Mobivity Holdings Corp. was incorporated as Ares Ventures Corporation in Nevada in 2008. On Nov. 2, 2010, the Company acquired CommerceTel, Inc., which was wholly-owned by CommerceTel Canada Corporation, in a reverse merger. Pursuant to the Merger, all of the issued and outstanding shares of CommerceTel, Inc., common stock were converted, at an exchange ratio of 0.7268-for-1, into an aggregate of 10,000,000 shares of the Company's common stock, and CommerceTel, Inc., became a wholly owned subsidiary of the Company. In connection with the Merger, the Company changed its corporate name to CommerceTel Corporation on Oct. 5, 2010. In connection with the Company's acquisition of assets from Mobivity, LLC, the Company changed its corporate name to Mobivity Holdings Corp. and its operating company to Mobivity, Inc, on Aug. 23, 2012. Mobivity Holdings disclosed a net loss of $7.33 million in 2012, as compared with a net loss of $16.31 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $9.96 million in total assets, $1.51 million in total liabilities and $8.45 million in total stockholders' equity. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring operating losses and negative cash flows from operations and dependence on additional financing to fund operations which raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "[A]ll of our assets are currently subject to a first priority lien in favor of the holders of our outstanding convertible notes payable in the current aggregate principal amount of $4,521,378. The notes are due on October 15, 2013, if we are unable to repay or refinance our obligations under those notes by October 15, 2013, the holders of the notes will have the right to foreclose on their security interests and seize our assets. To avoid such an event, we may be forced to seek bankruptcy protection, however a bankruptcy filing would, in all likelihood, materially adversely affect our ability to continue our current level of operations. In the event we are not able to refinance or repay the notes, but negotiate for a further extension of the maturity date of the notes, we may be required to pay significant extension fees in cash or shares of our equity securities or otherwise make other forms of concessions that may adversely impact the interests of our common stockholders," the Company said in its annual report for the year ended Dec. 31, 2012. MONTREAL MAINE: Firm Barred from Representing Victims' Panel ------------------------------------------------------------ Judge Louis H. Kornreich of the U.S. Bankruptcy Court for the District of Maine ruled that the unofficial committee wrongful death claimants and its counsel have failed to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure, and as a result of that failure, the Unofficial Committee and its counsel will not be heard on any pending matter in the Chapter 11 case of Montreal Maine & Atlantic Railway, Ltd. Further hearings on the adequacy of the disclosure statement explaining the Plan filed by the Unofficial Committee and the motion to bar the trustee's prosecution of certain claims will be held on April 8, 2014, at 10:00 a.m. The Unofficial Committee represents the estates of the 47 victims of the explosion in Lac-Megantic, Quebec, from the derailment of a train operated by the Debtor. The Trustee overseeing the Chapter 11 case alleged that the Unofficial Committee failed to comply with Rule 2019 and asked the Court to impose sanctions for failure to comply such rule. The Unofficial Committee argued that the Trustee's motion is a thinly veiled attempt by the Trustee to forage information regarding client communications and fee arrangements for use in the Trustee's campaign to portray his unprovoked war on the wrongful death victims as being somehow their fault for having engaged counsel, or the fault of their counsel for being engaged on a contingent-fee basis. George W. Kurr, Jr., Esq., at GROSS, MINSKY & MOGUL, P.A., in Bangor, Maine; and Daniel C. Cohn, Esq., and Taruna Garg, Esq., at MURTHA CULLINA LLP, in Boston, Massachusetts, represent the Unofficial Committee. 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. MORNINGSTAR MARKETPLACE: Court Okays Smigel Anderson as Attorney ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Pennsylvania authorized Morningstar Marketplace LTD to hire Smigel, Anderson & Sacks, LLP as attorneys nunc pro tunc to January 30, 2014. As reported in the Troubled Company Reporter on Feb. 11, 2014, the Debtor said it desires to employ the firm on a general prepetition retainer of $13,870. Within the one year prior to the Petition Date, the firm received $8,000 for professional services and for reimbursement of expenses. All charges will be billed at the firm's standard hourly billing rates: Hourly Rate ----------- Robert L. Knupp, Esq. $300 Louise S. Hutchinson, Esq. $275 Adam G. Klein, Esq. $250 Associates $200 Paralegal $150 Robert L. Knupp attested that his firm represents no other entity in connection with the case, is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14), and represents or holds no interest adverse to the interests of the estate with respect to matters upon which it is to be employed. About Morningstar Marketplace Morningstar Marketplace, LTD, operator of a flea market business in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on Feb. 3, 2014. Judge Mary D France presides over the case. Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the Debtor. The Debtor estimated $100 million to $500 million in assets and liabilities. MOTORSPORT RANCH: Court Dismisses Chapter 11 Case ------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas dismissed the Chapter 11 case of MotorSport Ranch Houston, L.L.C. Judy A. Robbins, the U.S. Trustee, asked the Court to convert the case to one under Chapter 7 of the Bankruptcy Code or, in the alternative, dismiss the case with prejudice to re-filing for 180 days. The U.S. Trustee said the Debtor reported assets of $13,660,374 and liabilities of $6,502,902. The Debtor's principal assets consist of an interest in (a) the real property consisting of 381.11 acres of land and improvements in Brazoria County, Texas and commonly referred to as One Performance Drive, Angleton, Texas, which is valued at $13.1 million; (b) prepetition receivables, which are valued at $113,854; (c) five vehicles which are valued at $0; (d) equipment which is valued at $386,520; and (e) cash in a bank account of $60,000. The Debtor reported secured debts of $6,287,605, priority debts of $188,846, and general unsecured debts of $26,450. According to the U.S. Trustee, cause exists to convert or dismiss the case because the Debtor: 1. has failed to file a disclosure statement, or to file or confirm a plan, within a reasonable period of time; and 2. the Debtor will incur quarterly fees for the first quarter of 2014, and the U.S. Trustee is unable to determine the amount due at this time in the absence of statements of disbursements. About MotorSport Ranch Houston Angleton, Texas-based MotorSport Ranch Houston, LLC, dba MotorSport Properties, Ltd., and MSR Houston filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36422) on Aug. 30, 2012, in Houston. Judge David R. Jones oversees the case. The Debtor scheduled $13,660,374 in assets and $6,502,902 in liabilities. The petition was signed by James A. Redmond, president. The U.S. Trustee was unable to appoint a committee of unsecured creditors because it was not able to solicit sufficient interest to form a creditors' committee. MOUNT SAINT MARY: Moody's Affirms 'Ba2' Bond Rating; Outlook Neg. ----------------------------------------------------------------- Moody's Investors Service has affirmed the Ba2 rating on Mount Saint Mary's University's, MD Series 2006 and 2007 revenue bonds issued through Frederick County, Maryland. The rating outlook remains negative. Ratings Rationale The Ba2 rating reflects Mount Saint Mary's University's (the Mount) challenging market position, resulting in entering class volatility, combined with structural operating deficits and limited economies of scale to curtail expenses over the long term without adversely impacting competitiveness. The university is highly leveraged and has comparatively weak liquidity. The rating also incorporates consistently favorable gift support contributing to some recent liquidity improvement despite operational challenges. The maintenance of the negative outlook despite positive financial performance in FY 2013 is based on our expectation of weak operating performance in FY 2014 due to a lower than expected entering class. The university will be challenged to consistently achieve positive operating results due to a high dependence on student charges in a price sensitive and narrow market. There is no debt capacity at the current rating level. Challenges -- The university has very thin liquidity of $21.2 million compared to $20.0 million of bank debt that could be accelerated with violation of a 1.1 times debt service coverage covenant. -- The Mount operates in a highly competitive student market drawing primarily from the Mid-Atlantic region where there is a smaller pool of high school students and ongoing price sensitivity. The yield on admitted students dipped to a low 12.9% in fall 2013 leaving the university short of its enrollment goal. -- Operating margins will narrow in FY 2014 after FY 2013's unusually strong performance and operating deficits will likely resume given revenue and expense pressures (when including depreciation as an expense). -- Despite the need for strong financial controls given a volatile market and thin liquidity, the university is only now developing financial forecasting and budgeting processes in line with industry best practices. -- Management and the board are updating its campus master plan, which will provide input towards the next capital campaign. The university has limited debt capacity and few resources to significantly invest in initiatives or capital, absent further philanthropic support. Strengths -- Continued growth in net tuition revenue on an absolute basis and net tuition per student are positive trends contrary to the majority of small tuition dependent private universities. Net tuition per student of $16,494 in FY 2013 is up 10% from FY 2009. -- The university is positioning itself to grow its graduate population through programmatic expansion in nearby Frederick. If successful, enrollment and tuition revenue diversification could contribute to greater financial stability over time. -- Based on its clear mission driven model, the Mount benefits from healthy philanthropic support averaging $6.9 million in gift revenue from FY 2009-FY 2013. The university received a comparatively large $3.2 million unrestricted bequest in FY 2013, which bolstered operating performance and liquidity. Outlook The negative outlook incorporates our expectation of thin operating performance and more narrow revenue growth in the near term given a challenging student market and enrollment decline in fall 2013 that without expense containment to balance operations could result in a weaker credit profile. What Could Make The Rating Go UP A rating upgrade would be considered with growth in absolute liquidity, multi-year stabilization of enrollment and generation of adequate cash flow margins with debt service coverage consistently well above the 1.1 times financial covenant. What Could Make The Rating Go DOWN A rating downgrade would be considered if liquidity declines or if there are further enrollment losses, including failure to meet the budgeted Fall 2014 enrollment target. Other possible rating triggers include a decline in student charges, a return to weak cash flow margins or violation of its financial covenant. MT. GOX: U.S. Judge Orders Founder to Dallas -------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that a U.S. judge has ordered Mt. Gox founder and Chief Executive Mark Karpeles to come to Texas, where the Japanese bitcoin exchange has filed for U.S. bankruptcy protection. According to the report, at a hearing in U.S. Bankruptcy Court in Dallas, Judge Stacey Jernigan set an April 17 date for Mr. Karpeles to answer questions under oath from lawyers who represent customers with frozen bitcoin accounts. Mr. Karpeles lives in Japan, where administrators are looking for some of the roughly 550,000 bitcoins that the company lost earlier this year, the report related. He also controls a Japanese entity that owns 88% of Mt. Gox, according to papers filed in U.S. Bankruptcy Court in Dallas. "He has made himself a fact witness by signing [court papers and] by holding himself out to this court and the world as the...CEO or sole officer of Mt. Gox," Judge Jernigan said during the hearing, the report further related. About Mt. Gox Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter 15 of the U.S. Bankruptcy Code on March 9, 2014, days after the company sought bankruptcy protection in Japan. The bankruptcy in Japan came after the bitcoin exchange lost 850,000 bitcoins valued at about $475 million "disappeared." The Japanese bitcoin exchange that halted trading in February 2014. It filed for bankruptcy protection in the U.S. to prevent customers from targeting the cash it holds in U.S. bank accounts. The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229 (Bankr. N.D. Tex.). The Chapter 15 Petitioner is Robert Marie Mark Karpeles, the company's chief executive officer. Mr. Karpeles is represented by John E. Mitchell, Esq., and David William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas. The company said it has estimated assets of $10 million to $50 million and debts of $50 million to $100 million. NAUSETPOINT CORP: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: NausetPoint Corporation dba GBS Supply Co. dba Goldberg Hardware 3302 Derby Lane Williamsburg, VA 23185 Case No.: 14-71155 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Hon. Frank J. Santoro Debtor's Counsel: Karen M. Crowley, Esq. CROWLEY, LIBERATORE, RYAN & BROGAN, P.C. Town Point Center, Suite 300 150 Boush Street Norfolk, VA 23510 Tel: 757-333-4500 Fax: 757-333-4501 Email: kcrowley@clrbfirm.com - and - Joshua David Stiff, Esq. CROWLEY, LIBERATORE, RYAN & BROGAN 150 Boush Street, Suite 300 Norfolk, VA 23510 Tel: 757-333-4518 Email: jstiff@clrbfirm.com Total Assets: $393,036 Total Liabilities: $2.32 million The petition was signed by Eric J. Lawrence, president and CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb-71155.pdf NAVISTAR INTERNATIONAL: Plans to Offer $350MM Convertible Notes --------------------------------------------------------------- Navistar International Corporation plans to issue, subject to market conditions, $350 million of senior subordinated convertible notes due 2019. In addition, the company will grant the initial purchasers an option to purchase up to an additional $52.5 million of convertible notes. The Company expects to use the net proceeds from the offering to retire a portion of its outstanding 3.00 percent senior subordinated convertible notes due October 2014. The convertible notes and the shares of the Company's common stock issuable upon conversion of the notes, if any, have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The company only plans to offer the convertible notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act. 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 Jan. 31, 2014, showed $7.65 billion in total assets, $11.53 billion in total liabilities and a $3.87 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. NCFO BUILDING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: NCFO Building I Ltd. 2440 S. IH 35 San Marcos, TX 78666-5921 Case No.: 14-10497 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Hon. Tony M. Davis Debtor's Counsel: Joseph D. Martinec, Esq. MARTINEC, WINN, VICKERS & MCELROY, P.C. 919 Congress Avenue, Suite 200 Austin, TX 78701 Tel: (512) 476-0750 Fax: (512) 476-0753 Email: martinec@mwvmlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth E. Studdard, CFO. The Debtor listed City of San Marcos as its largest unsecured creditor holding a claim of $4,936. NORTEK INC: S&P Affirms 'B' CCR & Rates $350MM Sr. Loan 'BB-' ------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its ratings, including its 'B' corporate credit rating, on Providence, R.I.- based Nortek Inc. The outlook is stable. At the same time, S&P assigned its 'BB-' issue-level rating to Nortek's proposed $350 million senior secured term loan. S&P's recovery rating on the proposed term loan is '1', indicating its expectation for very high (90% to 100%) recovery under its default scenario. Proceeds from the proposed term loan are intended to fund Nortek's acquisition of Thomas & Betts' heating, cooling, and ventilation business (which includes the Reznor products) and repay its existing term loan. The stable rating outlook reflects S&P's opinion that Nortek will generate modest positive free cash flow in the next 12 to 18 months to support its high debt requirements. S&P's rating and outlook also reflects its assessment of Nortek's highly leveraged financial risk assessment, with forecast leverage of 5x or more, and adequate liquidity position. A downgrade could occur if EBITDA were to decrease more than 35% from S&P's projected 2014 to 2015 level because of another recession and reduced construction activity or rapidly rising raw material costs. For a lower rating, the company's interest coverage would have to fall to 1.5x or lower. An upgrade could occur if a greater-than-expected recovery in residential construction activity occurs, Nortek manages to maintain leverage in the low 4x area and FFO to debt in the mid- teens-percentage area, and the company would no longer be viewed to be private equity controlled. S&P would also need to view the company's financial policy -- as it relates to acquisitions and growth initiatives -- as being committed to maintaining leverage and FFO to debt within this range. NORTH ADAMS REGIONAL: State Officials Working to Reopen Facility ---------------------------------------------------------------- Deirdre Fernandes, writing for The Boston Globe, reported that Attorney General Martha Coakley said state officials were aiming to open the emergency room at North Adams Regional Hospital in 10 days or less, after the hospital's sudden closing left the Berkshire County community with limited health care services. The state has been in negotiations with Berkshire Medical Center in recent days in hopes the Pittsfield hospital could take over some operations at the North Adams facility. The state plans to work quickly to license Berskshire Medical Center to operate at the North Adams hospital, Coakley said, and is working with federal officials to get their approval, too. The state will probably have to spend several million dollars to help reopen the hospital, said state Senator Benjamin Downing, a Democrat form Pittsfield, according to the report. About Northern Berkshire Northern Berkshire Healthcare, Inc., is a non-profit healthcare corporation in northern Berkshire County, Massachusetts. Together with its affiliates, Northern Berkshire Healthcare operates the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. North Adams Regional Hospital is an 85 staffed bed community hospital located in North Adams, Mass. (110 miles west of Boston). Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presides over the Debtors' cases. Steven T. Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq., and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston, Mass., serve as the Debtors' bankruptcy counsel. The Debtors' Financial Advisors are Carl Marks Advisory Group LLC. GCG Inc. serves as claims and noticing agent. Northern Berkshire disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. The Committee tapped Duane Morris LLP as its counsel. The Debtors obtained confirmation of their Chapter 11 plan on April 10, 2012. Northern Berkshire Healthcare said on June 5, 2012, it has emerged from Chapter 11 reorganization. NUVILEX INC: Incurs $458,700 Net Loss in Jan. 31 Quarter -------------------------------------------------------- Nuvilex, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $458,772 on $0 of product sales for the three months ended Jan. 31, 2014, as compared with a net loss of $376,843 on $0 of product sales for the same period in 2013. For the nine months ended Jan. 31, 2014, the Company incurred a net loss of $10.78 million on $0 of product sales as compared with a net loss of $1.27 million on $12,160 of product sales for the same period a year ago. As of Jan. 31, 2014, the Company had $5.66 million in total assets, $479,277 in total liabilities and $5.18 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/YzniF6 About Nuvilex Inc. Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to focus on developing and marketing products designed to improve the health and well-being of those who use them. Nuvilex incurred a net loss of $1.59 million on $12,160 of product sales for the 12 months ended April 30, 2013, as compared with a net loss of $1.89 million on $66,558 of total revenue during the prior year. Robison, Hill & Co., in Salt Lake City, Utah, 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. OREMEX SILVER: Delays Filing of Financial Statements; Seeks MCTO ---------------------------------------------------------------- Oremex Silver Inc. on April 1 disclosed that its audited financial statements, CEO and CFO certifications, and management discussion & analysis for the year ended November 30, 2013 were not released as scheduled on March 30, 2014. It is now anticipated that the release will occur no later than May 30, 2014. The Company has been unable to meet the filing deadline as a result of the recent proxy contest initiated by two concerned shareholders of the Company that resulted in a replacement of the entire board of directors of the Company effective on December 31, 2013. Since that date, the board of directors has been working diligently to obtain and review all of the financial records of the Company, in addition to the operations and state of affairs of the Company generally. The board of directors has also spent considerable effort compiling the financial records of the Company in preparation of the Annual Filings. It was hoped that the Annual Filings would be completed and filed prior to the deadline, but due to the time involved in transitioning management, auditors were not able to complete the audit within the prescribed timeframe and the Company was not in a position to meet the March 30, 2013 deadline for filing the Annual Filings. As a result of the delay, the Company has voluntarily requested that the Securities Commissions in British Columbia and Alberta and issue a temporary order that prohibits certain current directors, officers and insiders of Oremex from trading in securities of Oremex for so long as the Annual Filings are not filed. The issuance of such management cease trade order generally does not affect the ability of persons who have not been directors, officers or insiders of the issuer to trade in their securities. Oremex intends to provide updates in accordance with National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults with respect to further developments in respect of this matter promptly following their occurrence, including the issuance of bi-weekly status update reports until such time as Annual Filings are completed. About Oremex Oremex is a Canadian company focusing on the exploration and development of silver projects along a highly productive mineralized belt in Mexico. The Company has a portfolio of silver projects including a mineral resource of 50.8 million ounces of silver at its Tejamen deposit. ORIANA TECHNOLOGIES: Vector Collects on Notes Receivable -------------------------------------------------------- Vector Resources Inc., a capital pool company, on April 1 disclosed that that it has been reimbursed for the cash advanced that it had made to Oriana Technologies Inc. in the amount of $25,000 in November 2012 and $50,000 in February 2013 plus the accrued interest of $5,506.85 on Note B. Having collected on Note A and Note B, Vector has released its rights under the General Security Agreement and Hypothec in accordance with the Termination and Forbearance Agreement dated March 31, 2014 between the Corporation, Oriana and Select-TV Solutions Inc. With the terms of the Receipt, Release and Waiver signed by the Corporation, Oriana and STVS, the parties further acknowledge and confirm that the remaining terms and conditions of the Forbearance Agreement concerning the additional promissory note of a face value of $150,000 shall remain in full force until this New Note has been settled as contemplated by the said Forbearance Agreement. About Vector Resources Inc. Vector Resources Inc is a capital pool company. Since its incorporation, other than its initial public offering under the CPC Policy in November 2011 and the transactions in relation thereto, the Corporation has not commenced commercial operations and currently has no assets other than cash and promissory notes receivable, and liabilities. About Oriana Technologies Inc. Headquartered in Quebec, Canada, Oriana Technologies Inc. offers interactive television (ITV) set top boxes and wireless devices in North America. PA ENTERTAINMENT: Case Summary & 15 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Philadelphia Entertainment and Development Partners, L.P. c/o Mashantucket Pequot Tribe 25 Norwich/Westerly Road North Stonington, CT 06359 Case No.: 14-12482 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Magdeline D. Coleman Debtor's Counsel: Stuart M. Brown, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, DE 19801 Tel: 302-468-5640 Fax: 302-778-7913 Email: stuart.brown@dlapiper.com Debtor's Special Litigation Counsel: COZEN O'CONNOR Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by Brian R. Ford, authorized signatory. List of Debtor's 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ RBS Citizens, National Association Deficiency Unknown 910 Douglas Pike, RSD395 Claim Smithfield, RI 02917 Attn: James M. Ray Tel: (401) 757-4068 Email: james.ray@citizensbank.com -and- Duane Morris LLP 30 South 17th Street Philadelphia, PA 19103 Attn: David R. Augustin, Esq. Tel: (215) 979-1313 Email: DRAugustin@duanemorris.com Cozen O'Connor Professional $6,457,765 1900 Market Street Services Philadelphia, PA 19103 Attn: F. Warren Jacoby Tel: (215) 665-2154 Email: fjacoby@cozen.com Washington Philadelphia Unpaid Fees $5,704,029 Investors, L.P. 8595 Collier Blvd. Ste 107 Naples, FL 34114 One Medford Way Medford, NJ 08055 Tel: (856) 266-6443 Email: brianrford@brianrford.com Brian R. Ford Unpaid Fees $4,008,575 8595 Collier Blvd. Ste 107 Naples, FL 34114 One Medford Way Medford, NJ 08055 Tel: (856) 266-6443 Email: brianrford@brianrford.com Foxwoods Development Company, LLC Trade Debt $2,638,577 PO Box 3777, Route 2 Mashantucket, CT 06338 Attn: Joseph A. Colebut Tel: (860) 312-4449 Email: josephcolebut@mptn-nsn.gov Klehr Harrison Harvey Professional $1,267,276 Branzburg LLP Services Market Street Suite 1400 Philadelphia, PA 19103 Attn: William Harvey Tel: (215) 569-2700 Email: wharvey@klehr.com Obermayer Rebmann Maxwell & Professional $940,757 Hippel LLP services One Penn Center 19th Floor 1617 JFK Blvd. Philadelphia, PA 19103 Attn: Thomas Leonard Tel: (215) 665-3000 Email: thomas.leonard@obermayer.com Blank Rome LLP Professional $812,231 One Logan Square services 130 North 18th Street Philadelphia, PA 19103-6998 Attn: Joseph Finkelstein Tel: (215) 569-5500 Email: jfinkelstein@blankrome.com Eckert Seamans Cherin & Mellott Professional $677,930 213 Market Street Services 8th Floor Harrisburg, PA 17101 Attn: Leroy Zimmerman Tel: (717) 237-6000 Email: lzimmerman@eckertseamans.com TN Ward Company Trade Debt $500,000 129 Coulter Avenue Ardmore, PA 19003 Attn: Thomas Falvey Tel: (610) 649-0400 Email: tfalvey@tnward.com EwingCole Trade Debt $370,700 Federal Reserve Bank Building 100 N. 6th Street Philadelphia, PA 19106-1590 Attn: Joseph T. Kelly Tel: (215) 923-2020 Email: jkelly@ewingcole.com Tierney Communications Trade Debt $110,864 200 South Broad Street, 10th Floor Philadelphia, PA 19102 Attn: Molly Watson Tel: (215) 790-4100 Email: mwatson@tierneyagency.com Orth-Rodgers & Associates, Inc. Trade Debt $73,098 230 South Broad Street Philadelphia, PA 19102 Attention: Jeffrey L. Greene Tel: (215) 735-1932 Bellevue Associates Trade Debt $23,112 Pennoni Associates Trade Debt $22,182 PITT PENN: Court Approves Electronic Balloting Procedures --------------------------------------------------------- UpShot Services LLC on April 1 disclosed that marking a significant first in Chapter 11 history, the U.S. Bankruptcy Court for the District of Delaware approved electronic balloting procedures in the Pitt Penn Holding Company, Inc., et al. matter. Cole, Schotz, Meisel, Forman & Leonard, P.A., counsel to the Chapter 11 Trustee, and claims & noticing agent UpShot Services LLC worked together to devise the industry's first electronic balloting procedures using UpShot's SmartSign. This technology allows creditors to vote instantaneously online rather than via the traditional method of completing paper forms sent through the United States Postal Service. "Our goal in implementing electronic balloting is to bring greater efficiency to the voting and solicitation process for all involved parties," said Norman Pernick of Cole Schotz, the Chapter 11 Trustee overseeing the Pitt Penn proceedings. "We look forward to a successful outcome as we apply this novel technology and approach in the Pitt Penn matter." UpShot SmartSign allows creditors to fill out, electronically sign and submit any document in a restructuring case, including proofs of claim, ballots, W-9 forms, proofs of interest, releases and any other document that requires a physical signature. This technological advance reduces claims & ballot processing time and costs by up to 95 percent over traditional methods by virtually eliminating all manual data entry. Documents signed and submitted via UpShot SmartSign are compliant with state and federal regulations regarding electronic signatures, so UpShot SmartSign documents have the same legal standing as an original signature. "At UpShot, our goal is to make Chapter 11 a more efficient, and eventually paperless, process," commented Travis Vandell, UpShot's co-founder and CEO. "We've made significant progress towards this goal with electronic claims filing procedures in active cases, and now are making new strides with the adoption of electronic balloting." About UpShot Services LLC Headquartered in Denver, Colo., UpShot Services LLC is a claims & noticing firm founded by industry veterans who pioneered a new standard of efficiency to serve the administrative needs of companies in corporate bankruptcy. UpShot helps debtors and their professionals navigate the intricacies of claims, noticing, balloting and other Chapter 11 milestones without the burden of high administrative costs. Its easy-to-use, scalable technology and industry expertise enable corporate debtors and their professionals to do more with less, with 24/7 support from experienced experts at every stage of corporate restructuring. About Cole, Schotz , Meisel, Forman & Leonard, P.A. Cole Schotz serves clients nationally throughout the United States with offices in New York, New Jersey, Delaware, Maryland and Texas. The firm represents hundreds of closely held businesses and individuals -- many for decades -- as well as Fortune 500 companies. Founded in 1928, the firm has grown to over 115 attorneys who work in eleven primary areas of practice: Bankruptcy & Corporate Restructuring; Construction Services, Corporate, Finance and Business Transactions; Employment Law; Environmental Law; Intellectual Property, Litigation; Real Estate; Real Estate Special Opportunities Group; Tax, Trusts & Estates and White Collar Defense & Investigations. About Pitt Penn and Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. Norman L. Pernick was appointed as the chapter 11 trustee for the Debtors. The trustee tapped Cole, Schotz, Meisel, Forman & leonard, P.A., as counsel, and CohnReznick LLP as his exclusive financial advisor. PLANDAI BIOTECHNOLOGY: Amends Report on Accountant Resignation -------------------------------------------------------------- Plandai Biotechnology, Inc., filed with the U.S. Securities and Exchange Commission an amended report on Form 8-K/A regarding the resignation of Patrick Rodgers, CPA, P.A., as the Company's independent certifying accountant. The Company disclosed that effective March 6, 2014, the Public Company Accounting Oversight Board revoked the registration of Patrick Rodgers due to his violations of PCAOB rules and auditing standards in auditing the financial statements and PCAOB rules and quality control standards with respect to Rogers' clients; the Company was not one of the clients for which Rogers was sanctioned. On Jan. 22, 2014, the Company accepted the resignation of Patrick Rodgers from his engagement to be the independent certifying accountant for the Company. Other than an explanatory paragraph included in Rodgers' audit report for the Company's fiscal years ended June 30, 2013, and 2012 relating to the uncertainty of the Company's ability to continue as a going concern, the audit reports of Rodgers on the Company's financial statements for the last fiscal year ended June 30, 2013 and 2012 through January 22, 2014, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. The Company provided Mr. Rodgers a letter to sign to confirm his agreement with the statements made by the Company concerning the scope and results of Mr. Rodgers' engagement but he refused to sign it. About Plandai Based in Seattle, Washington, Plandai Biotechnology, Inc., through its recent acquisition of Global Energy Solutions, Ltd., and its subsidiaries, focuses on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the health and wellness industry. Its principle holdings consist of land, farms and infrastructure in South Africa. Plandai incurred a net loss of $2.96 million on $359,143 of revenues for the year ended June 30, 2013, as compared with a net loss of $3.83 million on $74,452 of revenues during the prior fiscal year. The Company's balance sheet at Sept. 30, 2013, showed $8.89 million in total assets, $13.11 million in total liabilities and a $4.22 million deficit allocated to the Company. As reported by the TCR on Feb. 4, 2014, Terry L. Johnson, CPA, replaced Patrick Rodgers, CPA, P.A., as the Company's independent accountant. Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, 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 incurred losses since inception, has a negative working capital balance at June 30, 2013, and has a retained deficit, which raises substantial doubt about its ability to continue as a going concern. PVR PARTNERS: Moody's Hikes Rating on Sr. Unsecured Notes to B1 --------------------------------------------------------------- Moody's Investors Service upgraded PVR Partners, L.P.'s senior unsecured notes to B1 from B2 and withdrew PVR's Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating and SGL- 3 Speculative Grade Rating. PVR's positive outlook was also removed. These actions were prompted in response to the completion of PVR's merger with Regency Energy Partners LP (Regency, Ba3 Positive) on March 21, 2014. Issuer: PVR Partners, L.P. Upgrades: Senior Unsecured Rating, Upgraded to B1 (LGD4,60%) from B2 (LGD5, 76%) Withdrawals: Corporate Family Rating, Withdrew Ba3 Probability of Default Rating, Withdrew Ba3-PD Speculative Grade Liquidity Rating, Withdrew SGL-3 Outlook Action: Outlook Removed Ratings Rationale Pursuant to the merger agreement, PVR was merged with and into Regency, with Regency continuing as the surviving entity. As a result, PVR's senior unsecured notes were upgraded to B1 to match Regency's existing unsecured note rating. Regency and Regency Finance Corp. assumed all of PVR's outstanding notes which totaled $1.2 billion. The subsidiary guarantors party to the PVR notes will fully and unconditionally guarantee all payment obligations of Regency and Regency Finance with respect to the Outstanding PVR Notes. Given Regency's existing notes have similar subsidiary guarantee arrangements, PVR's notes will rank pari passu with Regency's existing notes. Moody's are withdrawing PVR's CFR, PDR and SGL rating as well as its positive outlook because PVR has ceased to exist following the merger closure date. The principal methodology used in this rating was the Global Midstream Energy published in December 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. PVR Partners, L.P. (PVR) is a publicly traded Master Limited Partnership (MLP) that was acquired by Dallas, Texas based Regency Energy Partners LP for approximately $5.6 billion on March 21, 2014. QUANTUM FOODS: Can Hire Winston & Strawn as Chapter 11 Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Quantum Foods, LLC, et al., to employ Winston & Strawn LLP as bankruptcy counsel. As reported in the Troubled Company Reporter on March 4, 2014, the principal attorneys presently designated to represent the Debtors, and their current standard hourly rates, are: a. Daniel J. McGuire, Esq. $800 per hour b. Gregory M. Gartland, Esq. $685 per hour c. Caitlin S. Barr, Esq. $425 per hour The range of hourly rates generally charged by Winston & Strawn, subject to periodic adjustment, is: Partners $650-$1,285/hour Associates $425-$695/hour Paraprofessionals $160-$345/hour The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. McGuire, a member of the law firm of Winston & Strawn, LLP, in Chicago, Illinois, assured 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. McGuire disclosed that Winston & Strawn received a retainer in the amount of $50,000 on January 10, 2014, and an additional retainer of $50,000 on February 14, 2014, in connection with the planning and preparation of initial documents and its proposed postpetition representation of the Debtors. A portion of the Retainer was applied to outstanding balances existing as of the Petition Date, the Retainer will be replenished so that it remains at $50,000 at all times. The remainder will constitute a general retainer as security for postpetition services and expenses. Mr. McGuire also disclosed that his firm represented in the past two years Anham FZCO, a top distributor of the Debtors' products, Quizno's, a top end user of the Debtors' products, and Steakhouse Steaks, a top distributor of the Debtors, in matters unrelated to the Debtors' Chapter 11 cases. He further discloses that his firm currently represents American Food Distributors, AT&T, Comcast Cable, ConAgra Food Ingredients Inc., Constellation Energy, General Electric Capital Corporation, Heinz North America, Marsh USA Inc., Midland Paper Company, Nestle, Quizno's, Tyson Foods, Inc., Union Bank, Verizon Wireless, WalMart, and Waste Management, Inc. Mr. McGuire stated that consistent with the U.S. Trustee's Appendix B - Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses, his firm has not agreed to a variation of its standard or customary billing arrangements for its engagement and none of the firm's professionals included in the engagement have varied their rate based on the geographic location of the Chapter 11 cases. He added that his firm was retained by the Debtors pursuant to an engagement agreement dated January 10, 2014. He assures the Court that the billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the employment application. Furthermore, Mr. McGuire said the Debtors have approved or will be approving a prospective budget and staffing plan for his firm's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments, Mr. McGuire added. Edgar Reilly, the chief administrative officer and general counsel of Quantum Foods, LLC, related that in selecting Winston & Strawn, the Debtors reviewed the rates of the firm, including rates for bankruptcy services, and compared them to outside law firms that the Debtors have used in the past to determine that the rates are reasonable. He confirmed that the rates Winston & Strawn charged the Debtors in the period prior to the Petition Date are the same as the rates the firm has indicated it will charge the Debtors postpetition. About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Winston & Strawn, City Capital Advisors, LLC and FTI Consulting, Inc. Young, Conaway, Stargatt & Taylor, LLP, is the local counsel. City Capital Advisors is the investment banker. BMC Group is the claims and notice agent. QUANTUM FOODS: Hires FTI to Provide CRO and Support Personnel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Quantum Foods, LLC, et al., to employ FTI Consulting, Inc., to provide Michael Buenzow as designated chief restructuring officer of the Debtors, and other temporary employees to provide restructuring support services. As reported in the Troubled Company Reporter on March 5, 2014, FTI will, among other things, evaluate current liquidity position and expected future cash flows and advise the Company in the process of obtaining and maintaining debtor-in-possession financing and assist the Company in preparing a collateral package in support of the financing. The CRO will lead management efforts to further identify and implement both short-term and long-term profit improvement, liquidity generating and debt reduction initiatives in an effort to improve the ongoing viability of the Company. Pursuant to the Engagement Agreement, the Debtors agreed to compensate FTI for the services of Temporary Employees at the following hourly rates: Senior Managing Directors $780-$895 Managing Directors $675-$745 Directors $560-$675 Senior Consultants $410-$530 Consultants $280-$380 Upon Mr. Buenzow's CRO role becoming effective, fees for Mr. Buenzow will no longer be based on the aforementioned hourly rate structure. Fees for Mr. Buenzow's services as CRO will be billed at a flat monthly rate of $125,000 for each full month during which he is engaged as the CRO. The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Buenzow, a Senior Managing Director with FTI Consulting, Inc., 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. On or about May 20, 2013, FTI received $25,000 from the Debtors, which funds were to be held by FTI to be applied to FTI's professional fees, charges and disbursements for a previous engagement where FTI provided certain financial advisory and consulting advice to the Debtors. The Debtors paid FTI $931,322 for fees and expenses in connection with the financial advisory and consulting engagement, which represented the entire fees and expenses due to FTI for the engagement. Accordingly, the initial $25,000 Retainer remained outstanding. Subsequently, on January 10, 2013, FTI received an additional payment of $100,000 from the Debtors that was added to the Retainer to increase the total Retainer to $125,000. Since May 20, 2013, FTI has been paid $931,322 from the Debtors for fees and expenses incurred during the engagement in addition to the $125,000 Retainer. Prior to the Petition Date, FTI applied $25,000 of the existing Retainer of $125,000 to outstanding prepetition fees and expenses. At present, there is $100,000 of remaining Retainer amounts. The total amount received by FTI from the Debtors in the previous 12 months totals $1,056,322. About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Winston & Strawn, City Capital Advisors, LLC and FTI Consulting, Inc. Young, Conaway, Stargatt & Taylor, LLP, is the local counsel. City Capital Advisors is the investment banker. BMC Group is the claims and notice agent. QUANTUM FOODS: Court Okays Young Conaway as Delaware Co-Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Quantum Foods, LLC, et al., to employ Young Conaway Stargatt & Taylor, LLP, as Delaware bankruptcy co-counsel. As reported in the Troubled Company Reporter on March 5, 2014, the principal attorneys and paralegal presently designated to represent the Debtors, and their current standard hourly rates, are: M. Blake Cleary, Esq. $670 Kenneth J. Enos, Esq. $430 Andrew L. Magaziner, Esq. $350 Michelle Smith, paralegal $200 Other attorneys and paralegals from Young Conaway may from time to time also serve the Debtors with rates ranging from $280 to $975 per hour for attorneys and $65 to $245 per hour for paralegals and other paraprofessionals. The firm will also be reimbursed for any necessary out-of-pocket expenses. Young Conaway received a retainer in the amount of $35,000 on January 17, 2014, in connection with the planning and preparation of initial documents and its proposed postpetition representation of the Debtors. Mr. Cleary, a partner at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, assured 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. Cleary disclosed that his firm currently represents AT&T, Verizon Wireless, IHOP, Crystal Financial LLC, Petro Group LTD., and Great American Insurance Company in matters unrelated to the Debtors' Chapter 11 cases. Consistent with the United States Trustees' Appendix B - Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses, Mr. Cleary said Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement and none of the firm's professionals included in the engagement have varied their rate based on the geographic location of the Chapter 11 cases. Mr. Cleary added that Young Conaway was retained by the Debtors pursuant to an engagement agreement dated as of January 17, 2014. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application. The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the postpetition period as appropriate, Mr. Cleary tells the Court. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Edgar Reilly, the Chief Administrative Officer and General Counsel of Quantum Foods, LLC, related that the Debtors engaged Young Conaway as their bankruptcy Delaware co-counsel at the recommendation of Winston & Strawn, LLP, the Debtors' primary counsel. In selecting Young Conaway, the Debtors reviewed the rates of Young Conaway, including rates for bankruptcy services, and compared them to outside law firms that the Debtors have used in the past to determine that the rates are reasonable, Mr. Reilly further related. About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Winston & Strawn, City Capital Advisors, LLC and FTI Consulting, Inc. Young, Conaway, Stargatt & Taylor, LLP, is the local counsel. City Capital Advisors is the investment banker. BMC Group is the claims and notice agent. QUANTUM FOODS: Gets Court Approval to Hire BMC as Claims Agent -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Quantum Foods, LLC and its affiliated debtors to hire BMC Group, Inc., as claims and noticing agent. As reported in the Troubled Company Reporter on Feb. 28, 2014, although the Debtors have yet to file their schedules of assets and liabilities, they anticipate that there will be in excess of 200 entities to be noticed. In view of the number of anticipated claimants and the complexity of the Debtors' business, the Debtors submit that the appointment of a claims and noticing agent is both necessary and in the best interests of the Debtors' estates and their creditors. Prior to the Petition Date, the Debtors provided BMC a retainer in the amount of $20,000. The fee scheduled agreed upon by the parties was not included in the engagement agreement that was filed together with the application. The Debtors believe the rates and terms are consistent with the market for comparable services. About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Winston & Strawn, City Capital Advisors, LLC and FTI Consulting, Inc. Young, Conaway, Stargatt & Taylor, LLP, is the local counsel. City Capital Advisors is the investment banker. BMC Group is the claims and notice agent. QUANTUM FOODS: Has Final Authority to Tap $60 Million Crystal Loan ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware gave Quantum Foods, LLC, et al., final authority to obtain $60 million in postpetition financing from Crystal Financial LLC as administrative agent and collateral agent. The Debtors are also given final authority to use cash collateral securing their prepetition indebtedness. All DIP Obligations will be immediately due and payable and all authority to use the proceeds of the DIP Facility and to use Cash Collateral will cease on the date that is the earliest to occur of any of the following: (a) Aug. 18, 2014, (b) the date on which the maturity of the DIP Obligations is accelerated and the commitment under the DIP Facility have been irrevocably terminated as a result of the occurrence of an event of default; (c) the failure of the Debtors to obtain entry of the Final DIP Order on or before the date which is 30 days after the date that the Interim DIP Order was entered; (d) effective date of a Chapter 11 plan; or (e) the closing of a sale following entry of an order authorizing the sale of all or substantially all of the assets of the Debtors. A full-text copy of the DIP Budget is available for free at http://bankrupt.com/misc/QUANTUMFOODSdipbudget.pdf About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Winston & Strawn, City Capital Advisors, LLC and FTI Consulting, Inc. Young, Conaway, Stargatt & Taylor, LLP, is the local counsel. City Capital Advisors is the investment banker. BMC Group is the claims and notice agent. QUIZNOS CORP: 7 Members Appointed to Creditors' Committee --------------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S. Bankruptcy Court for the District of Delaware that seven members were appointed to the official committee of unsecured creditors in the Chapter 11 cases of QCE Finance LLC, et al. The Committee members are: (1) Aprendo Strada, Inc. 1353 Ave. Luis Vigoreaux, PMB 259 Guaymabo, P.R. 00966 Phone: (787) 460-4401 (2) DDR Corp. Attn: Eric Cotton, Esq. 3300 Enterprise Parkway Beachwood, OH 44122 Phone: (216) 755-5662 Fax: (216) 755-1600 (3) FX Networks Attn: Susy Li, Esq. 10201 West Pico Boulevard, Building 103 Los Angeles, CA 90035 (4) Ghazi Hajj 20969 Delgado Terrace Boca Raton, FL 33433 (5) Maple Leaf Bakery Inc. Attn: Brett Hill 1011 East Touhy Avenue, Suite 508 Des Plaines, IL 60018 Phone: (847) 655-8163 Fax: (847) 655-8110 (6) Pepsi-Cola Company Attn: Taylor L. Ricketts 1100 Reynolds Blvd. Winston-Salem, NC 27105 Phone: (336) 896-5863 Fax: (336) 896-6003 (7) John Brandon Turner 395 S. Vine Street Denver, CO 80209 RAY FISHER PHARMACY: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Ray Fisher Pharmacy, Inc. fdba Diabetes Supply of California, Inc. fdba Diabetic Supply of California, Inc. dba Fisher Ray Pharmacy dba Fisher Ray Pharmacy Equipment & Supplies dba Fisher Pharmacy, Inc. dba Fisher Ray Pharmacy Equipment dba Ray Fisher Pharmacy dba Ray Fisher dba Ray Fisher Medical Equipment & Supplies dba Ray Fisher Pharmacy & Medical Supplies, Inc. dba Ray Fisher Pharmacy Equipment dba Ray Fisher Pharmacy Equipment and Supplies dba Ray Fisher Pharmacy Inc., a Corporation dba Ray Fisher Pharmacy Inc., a California Corporation dba Ray Fisher Pharmacy United Drugs 6629 N Blackstone Fresno, CA 93710 Case No.: 14-11595 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Eastern District of California (Fresno) Judge: Hon. Fredrick E. Clement Debtor's Counsel: Alan M. Kindred, Esq. LEECH TISHMAN FUSCALDO & LAMPL, LLC 215 N Marengo Ave #135 Pasadena, CA 91101 Tel: 818-636-5933 Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Randy H. Asai, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/caeb14-11595.pdf REGENCY OF BOROUGH: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Regency of Borough Park, LLC 5150 Overland Avenue Culver City, ca 90230 Case No.: 14-16041 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Hon. Thomas B. Donovan Debtor's Counsel: Jerome Bennett Friedman, Esq. FRIEDMAN LAW GROUP, P.C. 1900 Ave of the Stars 11th Fl Los Angeles, CA 90067-4409 Tel: 310-552-8210 Fax: 310-733-5442 Email: jfriedman@jbflawfirm.com Total Assets: $150,000 Estimated Liabilities: $36.30 million The petition was signed by Renee Davis, president of JAM Property Management, Inc., manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-16041.pdf RIVIERA HOLDINGS: In Talks With Lenders Over Default ---------------------------------------------------- Riviera Holdings Corporation disclosed that as of December 31, 2013, it was in default under its Series A Credit Agreement and the Series B Credit Agreement. As a result, the interest rate the Company pay on amounts outstanding under each credit agreement may increase. "An increase in the interest rate would negatively affect our available cash and results from operations. Further, the Required Lenders (as defined in the Series A Credit Agreement and the Series B Credit Agreement, respectively) and administrative agent under the Series A Credit Agreement and the Series B Credit Agreement, respectively, have the right to accelerate repayment of all amounts owed under each of the agreements and requires us to repay such amounts immediately," the Company said. "In the event that we were to repay all such amounts owed, we would not have sufficient capital resources to cover our operating losses and would need to obtain additional capital, including additional equity financing, debt financing or capital contributions from stockholders, if available to us. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. Failure to secure any necessary additional financing would have a material adverse effect on our operations and ability to continue as a going concern. Any additional equity financing may result in substantial dilution to our then existing stockholders." The Company disclosed in a regulatory filing with the Securities and Exchange Commission that subsequent to emergence from bankruptcy, the Company has generated net losses from continuing operations before income tax benefits of $26.8 million, $56.6 million and $19.3 million for the years ended December 31, 2013 and 2012 and for the period April 1, 2011 through December 31, 2011, respectively, and has an accumulated deficit of $71.3 million at December 31, 2013. The Company has total cash and cash equivalents of $20.7 million and a net working-capital deficit of $33.5 million at December 31, 2013. The net working-capital deficit includes $50.0 million of the Company's Series A Credit Agreement and $32.8 million of the Company's Series B Credit Agreement, both of which are classified as currently payable due to the defaults. The Company said it is currently in negotiations with its lenders, who are also stockholders, under the Credit Agreements concerning new financial covenants and other amendments to the Credit Agreements to resolve the existing default. There can be no assurance that the Company will be successful in doing so or that such amendments will be on favorable terms to the Company. These conditions raise substantial doubt about the Company's ability to continue as a going concern, said Ernst & Young LLP, in Las Vegas, Nevada, the Company's outside auditor, in its March 31, 2014 audit report. At Dec. 31, 2013, the Company had $206,558,000 in total assets, including $65,135,000 in current assets, against total liabilities of $120,980,000, which include current liabilities of $98,649,000. A copy of the Company's annual report is available at: http://is.gd/Y0ytIU About Riviera Holdings Riviera Holdings Corporation, through its wholly owned subsidiary, Riviera Operating Corporation, owns and operates the Riviera Hotel & Casino located on Las Vegas Boulevard in Las Vegas, Nevada. Riviera Hotel & Casino, which opened in 1955, has a long-standing reputation for delivering traditional Las Vegas-style gaming, entertainment and other amenities. On July 12, 2010, RHC, ROC and the Riviera Black Hawk casino filed petitions for relief under the provisions of Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Nevada. On Nov. 17, 2010, the Bankruptcy Court entered a written order confirming the Debtors' Second Amended Joint Plan of Reorganization. On December 1, 2010, the Plan became effective. On April 1, 2011, the Debtors emerged from reorganization proceedings under the Bankruptcy Code. Thomas H. Fell, Esq., at Gordon Silver, represented the Debtors in the Chapter 11 cases. XRoads Solutions Group, LLC, served as the financial and restructuring advisor. Garden City Group Inc. served as the claims and notice agent. On April 26, 2012, RHC completed the sale of Riviera Black Hawk casino to Monarch Casino and Resorts, Inc., and its wholly-owned subsidiary Monarch Growth Inc. The Buyer purchased Riviera Black Hawk by acquiring all of the issued and outstanding shares of common stock of RHC's subsidiary Riviera Black Hawk. The Buyer paid $76 million for the stock, subject to certain post-closing working capital adjustments. At the closing, ROC paid or satisfied substantially all of RBH's indebtedness (which consisted of inter-company accounts and equipment leases) and placed $2.1 million of working capital in a restricted bank account. Accordingly, the Company has reflected the business, including gain on sale, as discontinued operations. In July 2013, Moody's Investors Service downgraded Riviera Holdings' ratings, including its Corporate Family Rating to Caa3 from Caa2 and its Probability of Default Rating to Caa3-PD from Caa2-PD. At the same time, Moody's downgraded Riviera's first lien term loan and revolver to Caa2 from Caa1, its second lien term loan to Ca from Caa3 and its Speculative Grade Liquidity rating to SGL-4 from SGL-3. The rating outlook is negative. The downgrade reflected Moody's view that Riviera's capital structure is unsustainable given growing operating losses and its inability to cover debt service and capex needs given limited available cash balances. Moody's at that time said that, although the company continues to pay required interest on time, it remains in technical default of financial covenants. SALINAS INVESTMENTS: Case Summary & 14 Unsecured Creditors ---------------------------------------------------------- Debtor: Salinas Investments c/o Law Offices of William B Kingman PC 4040 Broadway, Suite 450 Case No.: 14-50847 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Ronald B. King Debtor's Counsel: William B. Kingman, Esq. LAW OFFICES OF WILLIAM B. KINGMAN, PC 4040 Broadway, Suite 450 San Antonio, TX 78209 Tel: (210) 829-1199 Email: bkingman@kingmanlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Roberto Salinas, managing partner. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb14-50847.pdf SANUWAVE HEALTH: Closes $10MM Private Placement Led By RA Capital ----------------------------------------------------------------- SANUWAVE Health, Inc., has closed a private placement with institutional and select accredited investors raising total gross proceeds of $10.1 million. The financing was led by established life-sciences investor RA Capital Management, LLC, a Boston-based healthcare crossover fund that invests in development-stage private and public drug, medical device, and diagnostic companies and also included existing shareholders. Included in the total is the conversion into equity, under the same terms as the private placement, of $815,000 of convertible notes with existing shareholders, including a member of the management team. Net proceeds will be used to fund the Company's pivotal supplemental Phase III clinical trial in diabetic foot ulcers using the Company's dermaPACE(R) device and for working capital and general corporate purposes. In conjunction with the private placement and the note conversion, the Company issued common stock, and preferred stock convertible into common stock, totaling 20.2 million shares of common stock on a fully converted basis at a price of $0.50 per share. The Company also issued to the investors warrants to purchase up to 25.25 million shares of common stock at an exercise price of $0.50 and 15.15 million shares of common stock at $1.50. The warrants are immediately exercisable and have an exercise term of five years and one year, respectively. "With the support from a very well respected life-sciences institution - RA Capital - and continued support from existing shareholders and our entire staff, we have substantially improved our balance sheet. This funding strengthens our financial stability, allows us to pursue our growth strategies, and accelerates the timing for moving to a national exchange," commented Joseph Chiarelli, chief executive officer of SANUWAVE. "These additional financial resources should provide us with the capital necessary to submit our PMA, assuming positive results, in the fourth quarter of 2014 for the dermaPACE device." Kevin Richardson, Chairman of SANUWAVE, also commented, "We are pleased to have RA Capital as a new investor for SANUWAVE. Their support and understanding of our technology and strategy enhances our team's ability to deliver positive results. In addition, if it were not for our existing shareholders' support and perseverance, we would not now be in this position - being able to achieve a primary goal of the Company." Newport Coast Securities acted as sole placement agent in connection with this transaction. Additional information is available for free at: http://is.gd/0d33R1 About SANUWAVE Health Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global regenerative medicine company focused on the development and commercialization of noninvasive, biological response activating devices for the repair and regeneration of tissue, musculoskeletal and vascular structures. BDO USA, LLP, in Atlanta, Georgia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations, has a net working capital deficit, and is economically dependent upon future issuances of equity or other financing to fund ongoing operations, each of which raise substantial doubt about its ability to continue as a going concern. SANUWAVE Health reported a net loss of $6.40 million on $769,217 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $10.23 million on $802,572 of revenue in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.75 million in total assets, $7.80 million in total liabilities and a $6.04 million total stockholders' deficit. SCIENTIFIC LEARNING: Noel Moore Stake at 7.7% as of Dec. 31 ----------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Noel G. Moore disclosed that as of Dec. 31, 2013, he beneficially owned 1,836,710 shares of common stock of Scientific Learning Corporation representing 7.7 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/a6TJtL About Scientific Learning Corp Scientific Learning is an education company. The Company accelerates learning by applying proven research on how the brain learns in online and on-premise software solutions. The Company provides its learning solutions primarily to United States K-12 schools in traditional brick-and-mortar, virtual or blended learning settings and also to parents and learning centers, in more than 40 countries around the world. The Company's sales are concentrated in K-12 schools in the U.S., which in during the year ended December 31, 2011 were estimated to total over 116,000 schools serving approximately 55 million students in almost 14,000 school districts. During the year ended Dec. 31, 2011, the K-12 sector accounted for 87 percent of the sales of the Company. The Company reported a net loss of $9.65 million in 2012, as compared with a net loss of $6.47 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $13.24 million in total assets, $19.82 million in total liabilities and a $6.57 million net capital deficiency. In its report on the Company's consolidated financial statements for the year ended Dec. 31, 2012, Ernst & Young, LLP, in San Jose, Cal., expressed substantial doubt Scienfic Learning's ability to continue as a going concern, citing the Company's recurring losses from operations, deficiency in working capital and its need to raise additional capital. SCRUB ISLAND: Hearing on Plan Outline on April 14 ------------------------------------------------- Scrub Island Development Group Limited and Scrub Island Construction Limited on March 19 delivered a Joint Plan of Reorganization and explanatory disclosure statement to the Bankruptcy Court in Tampa, Florida. Pursuant to the Plan, the Debtors will continue to focus on developing Scrub Island Resort, Spa & Marina, located in the British Islands, and for SIDG to emerge from Chapter 11 as a viable business entity. Following the effective date, Reorganized SIDG will continue to operate the Scrub Island Resort as a Marriott Autograph Collection Hotel. The Plan says an entity will invest $9,075,000 in Reorganized SIDG in exchange for a majority ownership in the reorganized entity. The funds will be paid to FirstBank Puerto Rico. In addition, certain SIDG shareholders will contribute $6,000,000 in exchange for a minority stake in the reorganized entity. The Debtors believe the going concern value of SIDG's business is greater than the liquidation value of its assets. The Debtors said holders of unsecured claims will have a substantially greater return under the Plan than if FirstBank Puerto Rico were to foreclose on its secured claims or if the Debtors were liquidated under Chapter 7. Under the Plan, FirstBank will have an allowed secured claim of $37,500,000. Reorganized SIDG will make a cash payment of $7,500,000 following the closing of the investment, thereby reducing the bank's claim. As to the remaining amount, the Debtors will execute a term note in favor of the bank, which term note will have a maturity of five years and pay interest at 350 basis points over the 1-month LIBOR rate, but shall never be less than 4.25%. For the first 24 months, Reorganized SIDG will make interest only payments and, for the next 36 months, it will be required to make monthly payments of principal and interest based on an amortization period of 25 years. Reorganized SIDG will also make a cash payment of $1,275,000 from the Plan investment, which funds will be used as an interest reserve for the new term note. The term note is secured by a first lien on all of the Scrub Island real estate. According to the Plan, FirstBank will also have an allowed deficiency claim of $84,895,719, which is classified in Class 11. The Plan says Holders of an allowed unsecured claim in Class 11 will receive distributions in cash over a five year period from Reorganized SIDG in an amount equal to 100% of that Holder's allowed Class 11 Unsecured Claim. The Plan also says the Debtors believe the total allowed claims and disputed claims in Class 11 are roughly $910,000. A copy of the Disclosure Statement explaining the Plan is available at http://bankrupt.com/misc/SCRUBISLANDplanDS.pdf The Court will hold a hearing on the Disclosure Statement and to fix time for the filing of Fee and Other Administrative Expense Applications on April 14, 2014 at 9:30 a.m.. * * * On February 28, the Debtors and FirstBank filed a motion requesting approval of an agreement reached between the two parties. The agreement states that FirstBank, who has senior secured claim on the real property, comprising the Scrub Island Resort, will not sell or negotiate its claims against the Debtors to any party other than Shaner Sunshine LLC or its affiliates through and including April 1, 2014, without the Debtors' prior consent. The Bankruptcy Court filed on March 3, 2014, an order approving the "No Shop" agreement, and the exclusivity terms. The Debtors sought approval of the agreement because they state that they are engaged in various negotiations. At the forefront of these negotiations are discussions between the Debtors, FirstBank, and Shaner pursuant to which Shaner will become the majority equity participant in the Debtors and will contribute cash to fund a plan that will restructure the claims of FirstBank in a consensual manner. The Debtors assert that all parties believe that a consensual plan is obtainable. The Debtors state that as part of any consensual plan between the parties, the Debtors and their shareholders will agree to release claims against FirstBank and its officers, directors and other affiliates. In exchange, the Debtors state that FirstBank has agreed that, if the Debtors file a plan of reorganization on or before March 19, 2014, it will not sell or transfer its claims or loan documents and will engage in no negotiations to sell or transfer its claims or loan documents with any third parties through and including April 1, 2014, without the Debtors' written consent. The Debtors further state that prohibiting the transfer of FirstBank's claims will aid the confirmation process and will permit a consensual plan of reorganization to be brought before the Court for approval at the earliest possible time. The Debtors filed on March 7, 2014, a motion requesting an extension of the exclusive periods wherein only they have the right to file a plan of reorganization and disclosure statement. The Debtors previously filed a motion to extend the time to file the plan. The Court approved that motion and extended the deadline to March 7. In this new motion, Debtors are requesting the court to further extend the deadline to March 19. The Debtors state they need the March 19 extension because they are currently in discussions and negotiations with key creditors regarding their claims, assumption of executor contracts, and other critical issues relating to the formulation of their plan of reorganization. The Debtors state they need additional time to complete these discussions and negotiations. The Bankruptcy Court filed on March 7, 2014, an order granting the March 19 extension. About Scrub Island Scrub Island Development Group Ltd., the owner of a British Virgin Islands luxury resort, and its affiliate, Scrub Island Construction Limited, sought bankruptcy protection (Bankr. M.D. Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a receivership Scrub Island claims was secretly put in place by its lender. The bankruptcy case is assigned to Judge Michael G. Williamson. The 230-acre resort operates as a Marriott Autograph Collection property. It has 52 rooms and suites, a spa and a 55-slip marina. Scrub Island Development Group scheduled $125,569,235 in total assets and $130,695,731 in total liabilities. The Debtors are represented by Charles A. Postler, Esq., and Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida. FirstBank Puerto Rico, the prepetition secured lender, is represented by W. Keith Fendrick, Esq., at Holland & Knight LLP, in Tampa, Florida. The Debtors are represented by Charles A. Postler, Esq., and Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida. FirstBank Puerto Rico, the Debtor's prepetition secured lender, is represented by W. Keith Fendrick, Esq., at Holland & Knight LLP, in Tampa, Florida. The Official Committee of Unsecured Creditors appointed in Scrub Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice, Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A., as general counsel. SEARS HOLDINGS: Incurs $1.4 Billion Net Loss in 2013 ---------------------------------------------------- Sears Holdings Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.36 billion on $36.18 billion of merchandise sales and services in 2013 as compared with a net loss of $930 million on $39.85 billion of merchandise sales and revenues in 2012. The Company incurred a net loss of $3.14 billion in 2011. As of Feb.1, 2013, the Company had $18.26 billion in total assets, $16.07 billion in total liabilities and $2.18 billion in total equity. A copy of the Form 10-K is available for free at: http://is.gd/fVWZ10 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. 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." SECUREALERT INC: Acquires Israel-Based GPS Surveillance System -------------------------------------------------------------- SecureAlert, Inc., has agreed to acquire GPS Global Tracking & Surveillance System Ltd. (GPS Global), a privately-held technology research, development and services company, from Eli Sabag, an individual residing in Israel. The purchase price for the Shares is $7,811,404 and is payable in cash and shares of Company's common stock. GPS Global brings to SecureAlert a suite of innovative technology solutions and services for locating, tracking, tracing, monitoring and surveillance of offenders, vehicles, facilities and human resources. In addition to expanding its global presence, SecureAlert gains a significant R&D presence in a nation well- known for its many entrepreneurial innovations in technology, electronics and security systems. Closing of the acquisition is expected on or about April 1, 2014, subject to conditions, representations and warranties customary in transactions of this type. Further details regarding the GPS Global acquisition are contained in a Current Report on Form 8-K, a copy of which is available for free at http://is.gd/FyQre2 Founded in 2007, GPS Global's advanced technology and software are the foundation for some of the most efficient and precise location, tracking, monitoring and surveillance technology solutions offered in the fast-growing worldwide monitoring industry. SecureAlert plans to capitalize on GPS Global's success and the country's considerable R&D resources by locating development of its next-generation product in Israel. "We evaluated many successful companies as acquisition candidates to launch our expansion strategy, which in turn will accelerate SecureAlert's progress toward establishing a strong leadership position in the evolving electronic monitoring industry," said SecureAlert Chairman Guy Dubois. "GPS Global brings considerable and immediate value to SecureAlert by virtue of its seasoned management team, Israel-based R&D capabilities and extensive business connections across many international markets." GPS Global's owner and Chairman Eli Sabag served as an officer in an elite Israeli Defense Forces unit, and has many years of experience in providing premium security and investigation services to corporate, institutional and private clients around the world. Mr. Sabag will spearhead SecureAlert's business development in Europe, Asia and other markets outside the Americas. He will also lead consolidation of SecureAlert's R&D efforts at its Israel facilities. "We are excited for GPS Global to become a part of SecureAlert, and to use our combined talents and resources to propel the world's most innovative electronic monitoring technologies into expansive new markets," said Mr. Sabag. "Together we expect to develop and introduce a new generation of cost-efficient, high-end solutions to meet the needs of thousands of government agencies and businesses of all sizes." A copy of the Share Purchase Agreement is available for free at: http://is.gd/0eZN5y About SecureAlert Sandy, Utah-based SecureAlert, Inc., markets and deploys offender management programs, combining patented GPS tracking technologies, fulltime 24/7/365 intervention-based monitoring capabilities and case management services. SecureAlert incurred a net loss attributable to the Company's common stockholders of $18.95 million for the year ended Sept. 30, 2013, following a net loss attributable to the Company's common stockholders of $19.93 million for the fiscal year ended Sept. 30, 2012. As of Dec. 31, 2013, the Company had $28.57 million in total assets, $5.72 million in total liabilities and $22.84 million in total equity. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred losses, negative cash flows from operating activities, notes payable in default and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. SESAC HOLDCO: Moody's Rates $115MM First Lien Term Debt 'B2' ------------------------------------------------------------ Moody's Investors Service has assigned a B2 rating to SESAC Holdco II LLC's ("SESAC" or the "company") proposed $115 million incremental first-lien term loan and downgraded the ratings on the existing first-lien term loan tranche ($233 million outstanding) and senior secured revolving credit facility to B2 from B1 and Probability of Default Rating to B3-PD from B2-PD. Moody's also affirmed SESAC's B2 Corporate Family Rating (CFR). The rating outlook is stable. Net proceeds will be used to retire the entire second-lien credit facility, which currently has $110 million outstanding. The transaction has no impact on the CFR because the term loan add-on will refinance the second-lien facility, without a material increase in debt. However, given the elimination of second-lien junior debt from SESAC's capital structure, the first-lien credit facility's rating was downgraded by one notch to B2 to reflect the higher loss absorption this class of debt will now sustain in a distressed scenario under Moody's Loss Given Default (LGD) Methodology. Moody's also revised the expected mean family recovery rate to 65% from 50% due to the new single-class of bank debt in the capital structure, which is reflected in the PDR's one notch downgrade to B3-PD. SESAC will seek an amendment to the first-lien credit agreement to upsize the facility's accordion feature for the add-on tranche, which is expected to mirror the terms, conditions and maturity of the existing first-lien term loan. Moody's view the refinancing transaction favorably due to the comparatively lower interest rate on the incremental term loan, which will reduce annual cash interest expense by roughly $5 million. Ratings Assigned: $115 Million Senior Secured Incremental First-Lien Term Loan due 2019 -- B2 (LGD-3, 35%) Ratings Downgraded: Probability of Default Rating to B3-PD from B2-PD $15 Million Senior Secured Revolving Credit Facility due 2018 to B2 (LGD-3, 35%) from B1 (LGD-3, 33%) $233 Million (originally $235 Million) Senior Secured First- Lien Term Loan due 2019 to B2 (LGD-3, 35%) from B1 (LGD-3, 33%) Ratings Affirmed: Corporate Family Rating -- B2 The assigned rating is subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. Moody's will withdraw the Caa1 rating and LGD assessment on the second-lien term loan facility upon full repayment. Ratings Rationale SESAC's B2 CFR reflects the company's high financial leverage of 5.9x total debt to EBITDA (Moody's adjusted as of December 31, 2013), which stems from the December 2012 LBO, and small scale relative to competitors. Moody's projects the company will de- lever to the mid-5x range over the next twelve months fueled by continued growth and high retention in the affiliate base and licensee network, which should support EBITDA expansion, and aided by the scheduled debt amortization and mandatory excess cash flow sweep on the term loan. SESAC generated LTM revenue of approximately $167 million through December 2013, representing a small percentage of the Performing Rights Organization (PRO) market (estimated at roughly 7% share), which is dominated by its much larger competitors, ASCAP and BMI. SESAC's ratings also capture the history of aggressive financial behavior, including dividend payments and preferred share redemptions totaling over $175 million since fiscal year 2008. Though the terms of the bank credit agreement limit the company's ability to distribute cash to shareholders, Moody's are mindful that amendments or refinanced credit facilities with less restrictive covenants could circumvent restricted payments. Following the November 2013 departure of SESAC's Chairman and CEO, Stephen Swid, there is some concern since Moody's believes much of SESAC's historic success was attributable to his influence and valuable connections in the music industry. Easing this concern is the fact that SESAC's President and COO, Pat Collins, and his senior management team will remain in place and continue to manage the day-to-day operations of the business. The potential for prolonged litigation associated with the current antitrust allegations against SESAC is also factored in the B2 CFR. Ratings are supported by Moody's expectation for positive free cash flow generation, stable EBITDA margins and continued revenue and EBITDA growth. Moody's believes this will be driven by SESAC's further share gains in an underpenetrated PRO market, growth in higher margin segments and negotiated price increases in existing contracts. Ratings are also supported by the stable contractual nature and diversification of its growing licensee contracts, with the two largest licensees accounting for just under 7% of total revenue, largest affiliate representing less than 6% of royalties paid, relatively high barriers to entry in the PRO space and favorable regulatory trends. The contractual nature of the business and high retention rates provide the company not only with a stable and predictable revenue stream, but also consistent annual rate increases and automatic renewals, which help drive year-over-year growth. Rating Outlook SESAC's stable rating outlook reflects Moody's expectation of continued top-line revenue and EBITDA growth in the mid-to-high single-digit range resulting in modest de-leveraging over the rating horizon. Moody's project free cash flow to be in the range of $15-$20 million, allowing SESAC to de-lever to the mid-5x range over the next 12-15 months. What Could Change the Rating - Up Given the company's high financial leverage of 5.9x (Moody's adjusted as of December 31, 2013), SESAC is weakly positioned in the B2 rating category. However, Moody's would consider a rating upgrade if the company were to meaningfully reduce leverage to the low 4x range driven by our expectation of continued revenue and EBITDA expansion. Moody's would also look for continued free cash flow generation resulting in free cash flow to debt around 10%. What Could Change the Rating - Down Ratings could see downward pressure if financial leverage is sustained above 6.0x (Moody's adjusted) or if EBITDA growth is insufficient to keep free cash flow as a percentage of debt around 5%. Additional leveraging transactions or sizable distributions to shareholders could also result in a downgrade. To the extent any plaintiff is successful in the pending lawsuits against the company resulting in significant damages above the contemplated litigation escrows, Moody's could lower the rating. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Nashville, Tennessee, SESAC is a Performing Rights Organization (PRO) which represents songwriters, music publishers and other creators of music. The company is the smallest of the three PROs in the US and generates revenue from the public performances of their affiliates' music, by collecting licensing income from broadcasters and other users of music and distributing royalties to its affiliate base of songwriters, publishers and composers. In December 2012, private equity firm Rizvi Traverse Management LLC ("Rizvi Traverse") acquired 75% of SESAC (management owns the remaining 25%) in a LBO for roughly $591 million. Revenue for the twelve months ended December 31, 2013 totaled approximately $167 million. SMOKEY MOUNTAIN: Sec. 341 Creditors' Meeting Today -------------------------------------------------- The U.S. Trustee will convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Smokey Mountain Developers, LLC on April 3, 2014, at 11:00 a.m. The meeting will be held at BK Meeting Room, First Floor Knoxville, TN. Proofs of claim are due July 7, 2014. Smokey Mountain Developers LLC filed a Chapter 11 petition (Bankr. D. Tenn. Case No. 13-51532) on Aug. 30, 2013 in Greeneville, Tennessee. Michael E. Collins, Esq. at Greeneville, in Tennessee, serves as counsel to the Debtor. STELERA WIRELESS: UST Names 2-Member Equity Committee ----------------------------------------------------- The U.S. Trustee appointed two members to an Equity Security Holders' Committee in the Chapter 11 cases of Stelera Wireless, LLC. The Equity Committee members are: 1. G. Edward Evans 401 N. Wabash Ave., Unit 301 Chicago, IL 60611 Representative: G. Edward Evans Phone: 405-474-7100 2. John D. Curtis, Sr. 26110 Countryside Spicewood, TX 78669 Representative: John D. Curtis, Sr. Telephone: 214-384-3800 About Stelera Wireless, LLC Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 13-13267) on July 18, 2013. Tim Duffy signed the petition as chief technology officer/manager. Judge Niles L. Jackson presides over the case. The Debtor disclosed $18,005,000 in assets and $30,809,314 in liabilities as of the Chapter 11 filing. Christensen Law Group, PLLC, serves as the Debtor's primary counsel. Mulinix Ogden Hall & Ludlam, PLLC, serves as additional bankruptcy counsel. Wilkinson Barker Knauer, LLP, serves as the Debtor's special counsel. American Legal Claims Services, LLC serves as official noticing agent. Falkenberg Capital Corporation serves as the Debtor's broker. The official committee of unsecured creditors is represented by attorneys at Gablegotwals. The Troubled Company Reporter reported on Dec. 10, 2013, the Hon. Niles Jackson of the U.S. Bankruptcy Court for the Western District of Oklahoma authorized Stelera Wireless to sell its Federal Communications Commission licenses to: AT&T Mobility Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as backup purchaser. In an auction held Nov. 20, 2013, AT&T's bid was the highest and best offer for the FCC licenses, while Atlantic's, the stalking horse purchaser, was the second highest. Pursuant to the APA, the aggregate purchase price to be paid by AT&T will be $6,020,000. Judge Jackson has extended the Debtor's exclusive periods to file a Chapter 11 Plan until May 1, 2014, and solicit acceptances for that Plan until July 1. STHI HOLDINGS: Moody's Places B2 CFR on Review for Downgrade ------------------------------------------------------------ Moody's Investors Service placed all ratings of STHI Holdings Corporation, the parent company of Sterigenics Holdings, Inc. (collectively, "Sterigenics"), under review for downgrade. These include the company's B2 Corporate Family Rating and B2-PD Probability of Default rating. The review was prompted by Sterigenics' announcement that it has entered into a definitive agreement to acquire Nordion Inc., a provider of products and services to the global health science market. The total transaction is valued at approximately US$727 million and will be funded using a combination of new debt facilities and equity financing, Sterigenics' cash on hand, and a portion of Nordion's cash on hand. "The review reflects the potential increase in business risks as well as the possibility of higher leverage from the incremental debt to be incurred to finance the acquisition," explained Moody's Senior Analyst, John Zhao. "However, this transaction will help secure a longer-term supply for Cobalt-60, a radioactive isotope used in Sterigenics' gamma radiation sterilization business, from Nordion which is its existing primary supplier." In Moody's opinion, Nordion's business profile is weak due to its comparatively weak operating margins, earnings volatility, business risks related to uncertain future supply and potential environmental liabilities of some key raw materials, customer concentration, and legal risks related to on-going internal investigations. For these reasons, Sterigenics could face material integration risks as it seeks to assimilate Nordion. Moody's review will focus on the business risks of the post- transaction company, as well as the funding structure and its impact on the company's credit metrics. Nordion is focused on the development, processing, and shipment of radioactive isotopes to provide products for prevention, diagnosis and treatment of disease. Nordion's revenues and earnings are susceptible to volatility of some key raw materials which are in limited supply. For instance, one of the key risks in the future may arise from the disruption of supply of Molybdenum-99 (Mo-99), a reactor-based medical isotope. Nordion depends upon a nuclear reactor operated by Atomic Energy of Canada Ltd. (AECL) in Chalk River, Ontario, for the supply of the majority of its Mo-99. However, the Canadian government, which owns AECL, has stated that it intends to stop producing medical isotopes from the NRU reactor by 2016. The following ratings were placed under review for downgrade: Corporate Family Rating of B2; Probability of Default Rating of B2-PD; and $475 million Senior Secured Notes due 2018, rated B2 (LGD 3, 46%) Ratings Rationale The B2 Corporate Family rating (currently under review for downgrade) is constrained by Moody's expectation that the company will continue to operate with high leverage and modest free cash flow and interest coverage. Sterigenics' business has high fixed operating costs and capital expenditures, which limits free cash flow and can lead to significant earnings volatility. Other risks include the company's small absolute size and supplier and customer concentration. The rating also reflects the potential for event risk associated with the highly sensitive nature of the company's raw materials, including radioactive isotopes and toxic gases. The B2 rating is supported by Sterigenics' leading position in the contract sterilization market, a niche but growing area. The contract sterilization industry has high barriers to entry and customer switching costs, leading to relatively stable market shares and long-term customer relationships. These factors, along with price increases and the industry trend of increased outsourcing of sterilization services by medical device manufacturers, will support positive revenue and EBITDA growth over the next 12 to 18 months. The company's focus on medical device and food safety markets also supports the rating as these markets are less sensitive and cyclical in economic downturns. STHI Holding Corporation, the parent company of Sterigenics Holdings Inc., (collectively, "Sterigenics"), headquartered in Oak Brook, IL, is a provider of contract sterilization and ionization services for medical devices, food safety, and advanced materials applications. Sterigenics is owned by GTCR, a Chicago based private equity firm. For the twelve months ended September 30, 2013, Sterigenics recognized revenues of approximately $316 million. 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. TEAM NATION: Suspending Filing of Reports with SEC -------------------------------------------------- Team Nation Holdings, Corp., filed with the U.S. Securities and Exchange Commission a Form 15 for the purpose of terminating the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934. Under the Exchange Act, the Company is eligible for termination because there were less than 500 record holders of its common shares and the total assets of the Company have not exceeded $10 million on the last day of each of the Company's most recent three fiscal years. As a result of the Form 15 filing, the Company's duty to file any reports will be suspended. About Team Nation Newport Beach, Calif.-based Team Nation Holdings Corporation is a management and services company specializing in management solutions for title companies and providing title production services. The Company reported net income of $323,051 on $1.08 million of total revenue for the nine months ended Sept. 30, 2011, compared with net income of $375,694 on $1.25 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $3.04 million in total assets, $5.57 million in total liabilities, and a $2.52 million total shareholders' deficit. As reported by the TCR on April 13, 2011, Kelly & Company, in Costa Mesa, Calif., said in its report that the Company's significant debt servicing requirements, its ongoing operating losses and negative cash flows along with the depressed value of its common stock gives raise to substantial doubt about the Company's ability to continue as a going concern. The Company has sustained recurring losses and negative cash flows from operations, at Dec. 31, 2010 it had negative working capital of $4.2 million, total liabilities of $6.9 million, and a stockholders' deficit of $3.9 million. The Company's only significant source of revenue, and its sole customer, is a related party. The Company expects that it will need to raise substantial additional capital to accomplish its business plan over the next several years and plans to generate the additional cash needed through the sale of its common stock that currently has a depressed value. The Company's most significant asset is a group of eight non-current notes receivable - related party issued by the Company's directors, amounting to $2.2 million at Dec. 31, 2010 (representing 73% of total assets). TRUVEN HEALTH: Moody's Lowers Corp. Family Rating to 'B3' --------------------------------------------------------- Moody's Investors Service downgraded Truven Health Analytics, Inc.'s ratings by one notch, reflecting Moody's view that earnings, cash flow, and credit metrics will not meet previous expectations over the next 12 to 18 months. The ratings downgraded include the Corporate Family Rating, to B3 from B2; Probability of Default Rating, to B3-PD from B2-PD; the outstanding senior secured credit facilities, including its $50 million revolving credit facility and its $535 million first lien term loan, to B1 from Ba3; and its outstanding senior unsecured notes, to Caa2 from Caa1. The term loan is being upsized by approximately $100 million to finance the acquisition of a provider of strategic and operational consulting services, repay outstanding revolver borrowings, and pay associated fees and expenses. The rating outlook is stable. The downgrade reflects Moody's expectation that the company will continue to face near-term operating challenges, which could further delay the company's progress in reducing adjusted debt to EBITDA to below 6.0 times on a sustained basis. On a pro forma basis for the proposed acquisition, Moody's expects Truven's leverage to be approximately 6.4 times for the twelve months ended December 31, 2013. The downgrade also reflects Moody's view that Truven will rely on its revolving credit facility to a greater degree than previously anticipated to fund near-term seasonal working capital needs, reducing available liquidity sources. Truven Health Analytics, Inc.: Ratings downgraded/LGD assessments revised: Corporate Family Rating, to B3 from B2 Probability of Default Rating, to B3-PD from B2-PD $50 million senior secured revolving credit facility, to B1 (LGD 3, 31%) from Ba3 (LGD 2, 29%) $535 million senior secured first lien term loan (being upsized by $100 million), to B1 (LGD 3, 31%) from Ba3 (LGD 2, 29%) $327 million senior unsecured notes due 2020, to Caa2 (LGD 5, 85%) from Caa1 (LGD 5, 84%) The rating outlook is stable. Ratings Rationale Truven's B3 Corporate Family Rating reflects its high financial leverage, small absolute size based on revenue and earnings, weak cash flow and interest coverage, and modest equity cushion following a late-2013 goodwill impairment charge. Truven has faced operating challenges in recent quarters, including higher-than- expected technology infrastructure costs, delayed customer decision making due to healthcare reform uncertainties, and the reduction of business from a key federal government customer. However, the company's credit profile benefits from its leading market presence, and its good customer and product diversity, with historically high client retention rates. Over the intermediate- term, Moody's expects the company to benefit from favorable industry fundamentals and regulatory requirements imposed by the federal and state governments, as well as from an increase in pay- for performance initiatives on behalf of commercial payors. In addition, while the industry has few legal barriers to entry, the company's leading market presence, strong reputation, and analytics database which are difficult to replicate provide it with a defensible position within this niche market segment. The stable outlook reflects our view that the company's credit metrics will slightly improve or remain at current levels over the next 12 to 18 months, despite operating headwinds and delayed customer decision making. The stable outlook also incorporates our expectation that the company will maintain at least an adequate liquidity profile. The ratings could be downgraded if the company faces top-line and earnings pressure such that financial leverage increases, or if operating margins, cash flow, or sources of liquidity deteriorate. In addition, the ratings could be lowered if the company engages in material debt-financed shareholder initiatives. The ratings could be upgraded if the company exhibits earnings growth and debt repayment, combined with positive free cash flow, such that adjusted debt to EBITDA is sustained below 6.0 times, and free cash flow to debt is sustained above 3%. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Ann Arbor, Michigan, Truven Health Analytics, Inc. ("Truven"), formerly known as the healthcare business of Thomson Reuters, is a leading provider of data and analytics solutions and services to healthcare constituents throughout the United States. The company's data and analytics products provide its customers with solutions to identify cost savings, improve outcomes, fight fraud and abuse and increase operational efficiencies. The company's primary customers include hospitals, government agencies, clinicians employers, health plans, and pharmaceutical companies. Truven is privately-owned by its financial sponsor, Veritas Capital, and generated revenue of approximately $501 million during 2013, including certain accounting adjustments to deferred revenue. TRUVEN HEALTH: S&P Affirms 'B' CCR & Lowers Debt Rating to 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Truven Health Analytics Inc. The outlook is stable. At the same time, S&P lowered the issue-level rating on the company's credit facility ($50 million revolver and $631 term loan B that includes the $100 million incremental add-on) to 'B' from 'B+'. S&P revised the recovery rating to '3' from '2', indicating a meaningful (50%-70%) recovery in the event of principal default. S&P also affirmed the 'CCC+' issue-level rating on the $327 million unsecured notes. The recovery rating is '6', indicating negligible (0%-10%) recovery in the event of principal default. "The ratings on Truven reflect our assessment of the company's "weak" business risk profile, which primarily reflects its narrow focus in the competitive niche health analytical services industry and limited history operating as a standalone company since separating from Thompson Reuters. Somewhat offsetting factors include its broad customer base and significant source of recurring revenues," said credit analyst Tahira Wright. "The "highly leveraged" financial risk profile reflects our expectation that credit metrics will result in leverage of 5.8x and funds from operations (FFO) to debt of around 11%. Truven provides health care data and analytics solutions through a subscription based model which aims to reduce waste, fraud, and abuse through cost savings initiatives among other services." S&P's stable rating outlook on Truven reflects its expectation that recovering margins and successful restructuring actions will result in positive free cash flow in 2014. S&P forecasts modest EBITDA growth will result in slow deleveraging, but that leverage is likely to remain above 5x through 2015. Downside scenario S&P could lower the rating if it believes Truven's credit metrics weaken because of lackluster performance in 2014. This could be results from the company's inability to control costs operating as a stand-alone company. A 200-basis-point (bp) dip would result in leverage approaching 7x and FFO to debt of around 8%. This would also cause the company to operate with a cash flow deficit and rely heavily on its revolver to fund operating expenses, which would also result in compressed cushion below 10% on its existing debt covenants. Upside scenario S&P could consider a higher rating if Truven is able to outperform its base-case scenario by demonstrating revenue growth in the high-teens and improve margins by 200 bps. This would result in leverage falling below 5x and FFO to debt in the mid-teens. In this instance, S&P would also need to believe that Truven will likely maintain leverage at this new improved level, rather than using growing debt capacity to pursue larger scale acquisition or reward its private equity owners. TUSCANY INTERNATIONAL: Can Proceed with May 2 Auction of Assets --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the bidding procedures governing the sale of all or substantially all of Tuscany International Holdings (U.S.A.) Ltd., et al.'s assets and allow the Debtors to proceed with an auction on May 2, 2014. The Debtors have notified the Court that they are continuing to negotiate an asset purchase agreement with a newly formed entity that will be controlled by certain of the Company's senior secured prepetition and debtor-in-possession lenders, as buyer, and Credit Suisse AG, Cayman Islands branch, as administrative agent. As previously reported by The Troubled Company Reporter, Pursuant to a stalking horse agreement, the Stalking Horse Bidder will provide the aggregate consideration of (i) $125,000,000 if the heli-transportable Drilling Rig #115 and the heli- transportable Drilling Rig #116, together with all related equipment ("Heli-Rigs") are sold by Seller before the Effective Date or (ii) $155,000,000 if certain Heli-Rigs are not sold by Seller before the Effective Date, in each case which the Stalking Horse Bidder may allocate, in its sole discretion, between cash and a credit bid of the Prepetition Senior Obligations and/or the DIP Obligations in exchange for substantially all of the Purchased Assets. A potential bidder must deliver a copy of its bid no later than April 25 so that if one or more qualified bids, in addition to the stalking horse bid, are received, the May 2 auction will proceed. The auction will be conducted at the offices of Latham & Watkins LLP, in New York. About Tuscany International Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. sought protection from creditors under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10193) in Delaware on Feb. 2, 2014. Tuscany USA also intends to commence ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. Headquartered in Calgary, Alberta, Tuscany is engaged in the business of providing contract drilling and work-over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America. Tuscany has operating centers in Colombia, Brazil, and Ecuador. The Colombian and Brazilian businesses are operated by certain non-debtor affiliates, while the Ecuador business is operated by branch office of debtor TID. As of the Petition Date, Tuscany entities owned 26 rigs, of which 12 are located in Colombia, nine in Brazil and five in Ecuador. Of the 26 rigs, 15 were contracted and operational as of the Petition Date and five were directly owned by the Debtors. Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon, Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent, and administrative agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP provides tax services. UNITED EQUITY: Case Summary & 11 Unsecured Creditors ---------------------------------------------------- Debtor: United Equity Management, LLC 3200 Trinity Rd Louisville, KY 40206-3057 Case No.: 14-31263 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Judge: Hon. Thomas H. Fulton Debtor's Counsel: R. Eric Craig, Esq. WEBER & ROSE, PSC 471 West Main Street, Suite 400 Louisville, KY 40202 Tel: (502) 589-2200 Fax: (502) 805-0705 Email: ecraig@weberandrose.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Darren Brangers, managing member. A list of the Debtor's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/kywb_14-31263.pdf UNIVERSAL HOSPITAL: S&P Lowers Corp. Credit Rating to 'B' --------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Minneapolis, Minn.-based Universal Hospital Services Inc. to 'B' from 'B+'. The outlook is negative. S&P also lowered its rating on the company's first-lien debt to 'BB-' (two notches above the corporate credit rating) from 'BB', and its rating on its second-lien debt to 'B' (the same as the corporate credit rating) from 'B+'. S&P's recovery rating of '1' on the first-lien debt and '4' on the second-lien debt are unchanged. The '1' recovery rating indicates S&P's expectation for very high (90% to 100%) recovery of principal and its '4' recovery rating indicates its expectation for average (30% to 50%) recovery of principal, both in the event of payment default. "We have revised our assessment of the company's business risk profile to "fair" from "satisfactory", reflecting operating challenges. Our assessment takes account of its narrow scope of operations in medical equipment leasing, management and servicing; declining high-margin peak-need equipment rentals; uncertainties about UHS' health care facility customers' desire to outsource equipment management; and minimal growth in patient census," said credit analyst Gail Hessol. "Still, UHS' competitive position benefits from well-established and extensive customer relationships derived from its traditional peak-need business, in which it continues to hold a leading market share. Competition comes mainly from customers that choose to own and manage their equipment." The rating outlook on UHS is negative. S&P would consider lowering the rating if it expected substantial cash flow deficits to continue beyond 2014, which would occur if revenue growth remains sluggish, the gross margin declines about 200 basis points (bps), and annual capital expenditures remain near or above $70 million. This performance would indicate a weakening of UHS' business risk profile. S&P could revise the outlook to stable if it gains confidence that UHS can generate free operating cash flow in 2015 and beyond. This would likely depend on a combination of accelerating growth, only mild gross profit margin erosion of about 100 bps, and moderating capital expenditures. USG CORP: To Redeem Remaining $75 Million Convertible Notes ----------------------------------------------------------- USG Corporation has issued a notice of redemption on March 18, 2014, to redeem the remaining $75 million in aggregate principal amount of USG's outstanding 10 percent contingent convertible senior notes due 2018. The notice of redemption provides that the convertible senior notes called for redemption would be redeemed at a stated redemption price equal to 105 percent of the aggregate principal amount of those notes, plus accrued and unpaid interest to (but not including) the redemption date, for a total payment of $1,087.77 per $1,000 principal amount of notes being redeemed. In lieu of redemption, holders may elect prior to the redemption date to convert their convertible senior notes into shares of USG common stock. The convertible senior notes are convertible into 87.7193 shares of USG common stock per $1,000 principal amount of notes, which is equivalent to a conversion price of $11.40 per share. Based on recent trading prices of USG common stock, USG believes that the holders of the convertible senior notes currently would elect to convert their notes called for redemption rather than receive the redemption price. If all convertible senior notes are converted to shares, there will be no accrued interest paid for the time since the last interest payment date. To the extent holders of the convertible senior notes do not elect to convert their notes called for redemption prior to the redemption date, USG expects to use a combination of cash, cash equivalents and borrowings under its credit facilities to fund the redemption price. In November 2013, USG issued a notice of redemption to redeem the initial $325 million of the $400 million in aggregate principal amount of USG's 10 percent convertible senior notes due 2018 outstanding at that time. Less than all of the outstanding notes were called for redemption in order to avoid limitations to USG's net operating loss carryforwards under the Internal Revenue Code in the event the ownership of certain USG stockholders changes by more than 50 percent over a three-year period. Due to recent trading activity, USG believes it can now call for redemption the remaining outstanding convertible senior notes without the risk of any limitation on the use of our net operating loss carryforwards. About USG Corporation Based in Chicago, Ill., USG Corporation -- http://www.usg.com/-- through its subsidiaries, manufactures and distributes building materials producing a wide range of products for use in new residential, new nonresidential and repair and remodel construction, as well as products used in certain industrial processes. The company filed for Chapter 11 protection on June 25, 2001 (Bankr. Del. Case No. 01-02094). When the Debtors filed for protection from their creditors, they disclosed $3.252 billion in assets and $2.739 billion in liabilities. The Debtors emerged from bankruptcy protection on June 20, 2006. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $125 million on $3.22 billion of net sales, as compared with a net loss of $390 million on $2.91 billion of net sales during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $3.71 billion in total assets, $3.64 billion in total liabilities and $72 million total stockholders' equity including noncontrolling interest. * * * As reported by the TCR on March 12, 2014, Standard & Poor's Ratings Services raised its corporate credit rating on Chicago- based USG Corp. to 'B+' from 'B'. "The upgrade reflects our view that improving U.S. housing construction will allow for increased selling prices and higher volume in USG's gypsum and worldwide ceiling segments, through which USG will continue to improve its leverage to about 4.7x by the end of 2014, and to below 4.5x by the end of 2015," said Standard & Poor's credit analyst Maurice Austin. As reported by the TCR on Oct. 30, 2013, Moody's Investors Service upgraded USG Corp.'s Corporate Family Rating to B3 from Caa1. The upgrade reflects better than anticipated overall 3Q13 operating performance. In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has upgraded the ratings of USG Corporation, including the company's Issuer Default Rating (IDR) to 'B' from 'B-'. The upgrade reflects USG's improving profitability and credit metrics this year and the expectation that this trend continues through at least 2014. VIGGLE INC: To Effect a 1-for-80 Reverse Stock Split ---------------------------------------------------- Viggle Inc. amended its Articles of Incorporation to effect a reverse stock split of all issued and outstanding shares of common stock at a ratio of 1 for 80. Owners of fractional shares outstanding after the Reverse Stock Split will be paid cash for those fractional interests. The effective date of the Reverse Stock Split is March 19, 2014. Amends Employment Agreements On March 17, 2014, the Company amended the employment agreements of Robert F.X. Sillerman, the Company's executive chairman and chief executive officer; Gregory Consiglio, the Company's president and chief operating officer; John C. Small, the Company's chief financial officer; and Kevin Arrix, the Company's chief revenue officer. The amended employment agreements are conditioned on the completion of the Company's primary share offering currently contemplated to be underwritten by Ladenburg Thalmann and will be effective on the later of May 1, 2014, or the date the Offering is consummated. The amendments provide that the annual salary for each of the Executives will be decreased to $1 per year. In addition, each of the Executives will receive a guaranteed lump sum payment of $250,000 per year. Mr. Sillerman's Guaranteed Amount will be decreased by the amount of the total value of all fringe benefits, perquisites or other amounts that the Company and Mr. Sillerman agree at the beginning of each year will be provided to him for that year (whether or not paid in cash) and that the Company is required to report as compensation to Mr. Sillerman on Form W-2. If the total of the Guaranteed Amount plus the Perquisites received by Mr. Sillerman in any year of the term exceeds the Guaranteed Amount, an amount equal to the excess compensation received by Mr. Sillerman for that year will be deducted on a pro- rata basis from the Executive's Guaranteed Amount during the following year. Mr. Arrix will receive an additional payment of $83,000 on or before May 15, 2014, representing a bonus due for work performed prior to the execution of the amended agreement. Each of the Executives may receive his Guaranteed Amount in cash, or, provided that if the Company's Compensation Committee approves, and if either the Company or Executive so elect, in shares of the Company's common stock. The value of each share will be determined by compiling the weighted average daily closing price of the Employer's common stock for the 12 month period ending on the last day of the month preceding the date the Guaranteed Amount is to be paid. In addition, each of the Executives will receive a grant of restricted shares equal to 1.25 percent of its issued and outstanding common stock (including common shares underlying in- or at-the-money options and warrants and common shares issued in the proposed exchange of the Company's preferred stock for common stock) as measured immediately prior to the Offering. The grant will vest in equal annual installments over five years. 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. VISCOUNT SYSTEMS: Obtains $750,000 From Private Placement --------------------------------------------------------- Viscount Systems, Inc., completed a private placement of 8,333,329 shares of common stock at a price of $0.09 per share for total proceeds of $750,000. The Company also issued a total of 4,166,659 warrants, each warrant exercisable to acquire an additional share of the Company at an exercise price of $0.20 per share for a period of five years from the closing date. In connection with the offering, the Company paid to a registered broker-dealer a commission of $71,000 in cash and share purchase warrants to acquire 788,888 shares of common stock of the Company at a price of $0.09 per share for a period of five years from the closing date. The warrants may be exercised on a cashless basis. About Viscount Systems Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer, developer and service provider of access control security products. The Company's bank credit facility was suspended on December 30, 2011 due to the bank's assessment of the Company's financial position. Management has determined that the Company will need to raise a minimum of C$500,000 by way of new debt or equity financing to continue normal operations for the next twelve months. Management has been actively seeking new investors and developing customer relationships, however a financing arrangement has not yet completed. Short-term loan financing is anticipated from related parties, however there is no certainty that loans will be available when required. These factors raise substantial doubt about the ability of the Company to continue operations as a going concern. Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has an accumulated deficit of $8,590,355 and reported a loss of $2,679,186 for the year ended Dec. 31, 2012, raising substantial doubt about the Company's ability to continue as a going concern. Viscount Systems incurred a net loss and comprehensive loss of C$2.67 million in 2012, as compared with a net loss and comprehensive loss of C$2.95 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed C$1.28 million in total assets, C$3.94 million in total liabilities and a C$2.65 million total stockholders' deficit. WALNUT BUSINESS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Walnut Business Park, LLC dba Avrio Walnut Center 3060 N WALNUT ROAD, UNIT 110 Las Vegas, NV 89115 Case No.: 14-12179 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: David J. Winterton 1140 Town Center DR, Ste 120 Las Vegas, NV 89144 Tel: (702) 363-0317 Fax: 702-363-1630 Email: david@davidwinterton.com Estimated Assets: $2.28 million Estimated Liabilities: $9.09 million The petition was signed by Michael Derbas, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. WEST FLORIDA RECYCLING: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: West Florida Recycling, L.L.C. 8038 N. Palafox St. Pensacola, fl 32534 Case No.: 14-30341 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Northern District of Florida (Pensacola) Judge: Hon. William S. Shulman Debtor's Counsel: Todd M. LaDouceur, Esq. TODD M. LADOUCEUR, P.A. 118 E. Garden Street Pensacola, FL 32502 Tel: 850-436-7000 Fax: 850-436-7000 Email: tladouceur@gjtbs.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Larry Hoover, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flnb14-30341.pdf WILDCAT APARTMENTS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Wildcat Apartments, LLC P.O. Box 3117 Corpus Christi, TX 78463 Case No.: 14-20154 Chapter 11 Petition Date: March 31, 2014 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Hon. Richard S. Schmidt Debtor's Counsel: Ralph Perez, Esq. CAVADA LAW OFFICE 4646 Corona Dr., Ste. 165 Corpus Christi, Tx 78411 Tel: 361-814-6500 Fax: 361-814-8618 Email: ralph.perez@cavadalawoffice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gadi Shushan, member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. WJO INC: Sec. 341 Creditors' Meeting Set for April 14 ----------------------------------------------------- The U.S. Trustee will convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of WJO, Inc. on April 14, 2012, at 9:00 a.m. The meeting will be held at 3 Municipal Way, Public Hall, Langhorne, PA 19047. Deadline for filing proofs of claim is April 13, 2014. About WJO Inc. Bristol, Pennsylvania-based WJO, Inc., operates six family practices located in Newtown, Bristol, Bensalem, Bustleton, South Philadelphia, and Bethlehem, Pennsylvania and consists of Board Certified Osteopathic Physicians specializing in Family Medicine. Prior to the petition date, and to allow the Company to restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx III, LP, and East Coast TMR, Inc., were merged into WJO. WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 10-19894) on Nov. 15, 2010. The Debtor disclosed $19,923,802 in assets and $6,805,255 in liabilities as of the Chapter 11 filing. Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy counsel. Pond Lehocky Stern Giordano serves as the Debtor's special counsel to represent it in worker's compensation proceedings pertaining to the Therapeutic Magnetic Resonance treatments. Patrick Yun serves as the Debtor's financial advisor. Attorneys at Keifer & Tsarouhis LLP serve as counsel to the official committee of unsecured creditors. ParenteBeard LLC serves as the Committee's accountant and financial advisor. The U.S. Trustee appointed David Knowlton as patient care ombudsman in the case. The Ombudsman is represented in the case by Karen Lee Turner, Esq., at Eckert Seamans Cherin & Mellott, LLC, as counsel. Tristate Capital Bank, the cash collateral lender, is represented in the case by lawyers at Benesch Friedlander Coplan & Aronoff LLP. On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3, obtained permission from the Hon. Jean K. Fitzsimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy estate of WJO, Inc. Maschmeyer Karalis P.C. serves as the Chapter 11 Trustee's general bankruptcy counsel. YOSHI'S SAN FRANCISCO: Sec. 341 Creditors' Meeting on April 21 -------------------------------------------------------------- The U.S. Trustee will convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Yoshi's San Francisco aka Yoshi's San Francisco LLC, on April 21, 2014, at 10:00 a.m. The meeting will be held at Office of the U.S. Trustee, 1301 Clay St. Room 680N, Oakland, CA 94612. Deadline for proofs of claim is April 21, 2014. About Yoshi's San Francisco An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif. Case No. 12-49432) was filed on Nov. 28, 2012, against Yoshi's San Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub, music venue, and Japanese restaurant located in Oakland. The alleged creditors are Yoshi's Japanese Restaurant, allegedly owed $1.28 million; Apex Refrigeration Corp., owed $504; and East Bay Restaurant Supply Inc., owed $2,707. Judge Roger L. Efremsky oversees the case, taking over from Judge M. Elaine Hammond. Scott H. McNutt, Esq., and Shane J. Moses, Esq., at McNutt Law Group, represent the Debtor as counsel. YSF opened its doors in December 2007. The project was part of a partnership involving the City and County of San Francisco and a real estate developer, Fillmore Development Commercial, LLC. YSF is a California limited liability company with two members, both of which are corporate entities. The majority member is Yoshi's Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is the principal member and manager. The minority member is Fillmore Jazz Club, LLC, a group of investors managed by Michael Johnson, who also manages the developer, FDC. There is a provision in the YSF operating agreement that requires unanimous agreement to take certain actions that have a permanent effect on the company such as the filing of a voluntary Chapter 11 restructuring. This predictably led to acrimony and gridlock, and prevented YSF management from taking what it believed were the those actions necessary in the face of the company's continued financial situation. On Oct. 29, 2012, FDC filed a lawsuit in state court seeking appointment of a receiver to take over control of YSF. YSF recognized that this would be ultimately unproductive, because it would be highly disruptive and potentially lead to loss of the Yoshi's name, as well as the manager who has been the driving force behind Yoshi's for 40 years. YSF determined that the only option to allow the continued operation of Yoshi's and protect the interests of all creditors was for creditors of Yoshi's to file an involuntary bankruptcy petition against YSF. Fillmore is represented by Sara L. Chenetz, Esq., at Blank Rome LLP. YRC WORLDWIDE: Marc Lasry Stake at 25.5% as of March 14 ------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Marc Lasry and his affiliates disclosed that as of March 14, 2014, they beneficially owned 8,205,062 shares of common stock of YRC Worldwide Inc. representing 25.5 percent of the shares outstanding. The reporting persons previously owned 1,738,391 shares at Dec. 22, 2013. A copy of the regulatory filing is available for free at http://is.gd/mBkEFr 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. The Company incurred a net loss of $83.6 million in 2013 following a net loss of $136.5 million 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. * Coldwell to Auction Virginia Equestrian Estate on April 26 ------------------------------------------------------------ Coldwell Banker Residential Brokerage on April 1 disclosed that a 72-acre equestrian estate with an elegant 7,929-square-foot Tudor home, eight-stall barn, and rolling pastures in the scenic hills of Virginia's Rappahannock County will sell in a court-ordered auction April 26. "This remarkable estate has every luxury feature you can imagine, with some of the best equestrian facilities you'll see anywhere," said Stephen Karbelk, CAI, AARE, auctioneer and Realtor with Coldwell Banker Residential Brokerage , which will manage the sale for the U.S. Bankruptcy Court. The auction will begin at 11:00 a.m. at the property. Located in Huntly, Va., at 64 Gordon Clan Lane and 14 Little Long Mountain, the property has significant frontage along Zachary Taylor Highway (Rt. 522) and is conveniently located 10 minutes south of Front Royal. "Nearly every point on this property has breathtaking views of the hills, located among the state's award-winning wineries and exceptional restaurants, including the Inn at Little Washington, one of the nation's most acclaimed five-star restaurants," said Mr. Karbelk. The Dwight Matthews-designed home has five bedrooms, five baths, a heated indoor pool, a sauna, and exquisite woodwork throughout the house. The large deck looks out over the expansive mountain views. The estate will be offered in three parcels -- the home on 24.84 acres, the barn on 28.79 acres and a third parcel of 18.83 acres, which is partially fenced with open pasture and trees. "Someone could buy all three parcels and have a remarkable estate. But the parcels stand alone, and each will be attractive in its own right. For example, the parcel with the barn has office space, a unique stone carriage house for showcasing horses and hosting parties, and a large outdoor riding arena with cross fencing and water hookups, with significant frontage on Rt. 522, as well as two homes that could be used by the owner or rented out," said Mr. Karbelk. The 18.83 parcel with the pasture also fronts on Rt. 522. Open houses are scheduled for 1 to 3 p.m. Sunday, April 13, and from 1:00 p.m. to 3:00 p.m. Saturday, April 19. The property may also be viewed by appointment. For additional information, please contact Stephen Karbelk, CAI, AARE, Realtor & Auctioneer, Coldwell Banker Residential Brokerage at 571-481-1037 or stephen.karbelk@cbmove.com For more information: Stephen Karbelk, 571-481-1037 * Computershare Acquires SG Vestia Systems ------------------------------------------ Computershare Limited has acquired SG Vestia Systems Inc. ('SG Vestia') from Societe Generale S.A. SG Vestia provides employee equity plan administration services to North American and European clients. "We are pleased to build upon our significant presence in Canada and look forward to welcoming SG Vestia clients to Computershare," said David Nugent, Senior Vice President of Computershare Plan Managers Canada. "SG Vestia clients will benefit from our focus on exceptional client servicing, technology, and full suite of equity plan administration solutions." Computershare has extensive integration experience from acquisitions over the past decade, and continues to apply best practices to offer clients industry-leading services and solutions. Richard Roger, Head of Societe Generale Securities Services (SGSS) Corporate Segment said, "In line with the SGSS strategy of focusing on its core EMEA geographies, we are pleased to have found a specialized partner that will continue to offer Societe Generale and its clients high quality share registry and shareholder administration services in North America. In Computershare, we have found a committed partner that will also execute the transition sensitively and continue to invest in the acquired business." "This acquisition provides a wonderful opportunity to expand our global equity compensation business," said Wayne Newling, President of Computershare Canada. "With our extensive experience integrating similar businesses around the globe, SG Vestia clients and their stakeholders can count on Computershare to successfully meet their needs." About Computershare Limited (CPU) Computershare (asx:CPU) -- http://www.computershare.com-- is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications. It is also specializes in corporate trust, mortgage, bankruptcy, class action, utility and tax voucher administration, and a range of other diversified financial and governance services. Founded in 1978, Computershare is renowned for its expertise in high integrity data management, high volume transaction processing and reconciliations, payments and stakeholder engagement. Many of the world's leading organizations use the company to streamline and maximize the value of relationships with their investors, employees, creditors and customers. Computershare is represented in all major financial markets and has over 14,000 employees worldwide. * Encore Capital Closes Acquisition of Interest in Grove Capital ---------------------------------------------------------------- Encore Capital Group, Inc., an international specialty finance company on April 1 disclosed that it has closed its acquisition of a controlling stake in Grove Capital Management (Grove), a management company that purchases credit portfolios and has a focus on UK insolvencies and Spanish assets. The acquisition has received regulatory approval from the Financial Conduct Authority in the UK. The Grove transaction broadens Encore's presence in the UK and enables it to bring a full range of offerings to issuers in the UK market. Grove's largest business is the purchase and management of insolvencies, consisting primarily of individual voluntary arrangements (IVA), and bankruptcy receivables. An IVA is a formal, voluntary repayment plan negotiated with creditors and entered into by individuals or businesses that wish to avoid a bankruptcy. "This acquisition is yet another example of Encore's purposeful expansion into new geographies and asset classes," said Ken Vecchione, chief executive officer of Encore. "Now that the transaction is complete, Encore offers a broader array of financial services in the UK." Grove differentiates itself and drives strong collections performance through its sophisticated analytics, deep knowledge of the consumer, and strong relationship with TDX Group, the largest servicing platform for IVAs in the UK. As a result, Grove has quickly grown to be among the leading investors in UK insolvency assets. Kevin Fuller, chief executive officer of Grove, said, "We're excited to start the next stage in our growth. We believe we can now be an even better partner for our UK clients and accelerate our growth in Spain and other European markets, while maintaining the agility and responsiveness that have been key to our success." Mr. Vecchione said, "We believe this transaction, along with our other recent acquisitions, provides us with increased optionality by enabling us to allocate capital in multiple asset classes in multiple geographies, to bring our shareholders the best returns." About Grove Capital Management Grove Capital Management is a specialist fund management firm, focused on investment in consumer receivables. Launched in 2010 to capitalize on growth in debt portfolio sales in the UK, Spain and other markets, Grove has invested over GBP100 million in its first 3 years of operations. Through its deep market knowledge, access to superior data and agile servicing approach, Grove sources and acquires portfolios at attractive forecast returns and drives further collection performance post-purchase, delivering strong investor results. About Encore Capital Group, Inc. Encore Capital Group, an international specialty finance company with operations spanning seven countries, provides debt recovery solutions for consumers and property owners across a broad range of assets. Through its subsidiaries, the Company purchases portfolios of consumer receivables from major banks, credit unions, and utility providers, and partners with individuals as they repay their obligations and work toward financial recovery. Through its Propel Financial Services subsidiary, the Company assists property owners who are delinquent on their property taxes by structuring affordable monthly payment plans and purchases delinquent tax liens directly from selected taxing authorities. Through its subsidiaries in the United Kingdom, Cabot Credit Management and Marlin Financial Services, the Company is a market- leading acquirer and manager of consumer debt in the United Kingdom and Ireland. Through its Refinancia subsidiary, the Company services distressed consumer debt in Colombia and Peru. Encore's success and future growth are driven by its sophisticated and widespread use of analytics, its broad investments in data and behavioral science, the significant cost advantages provided by its highly efficient operating model and proven investment strategy, and the Company's demonstrated commitment to conducting business ethically and in ways that support its consumers' financial recovery. Headquartered in San Diego, Encore -- http://www.encorecapital.com -- is a publicly traded NASDAQ Global Select company and a component stock of the Russell 2000, the S&P SmallCap 600, and the Wilshire 4500. * KCC Recognized as Best Claims Administrator by ALM ----------------------------------------------------- ALM's The National Law Journal recognized KCC www.kccllc.com , a Computershare company, as "The Best Claims Administrator" in their readers choice rankings. A leading administrative-support services provider for the legal and financial industries, KCC won this category for the third consecutive year for its corporate restructuring and class action administration services. From data technology products and banking services to law firm marketing and legal research -- Best of The National LawJournal Readers Rankings showcases the firms who prevailed among their competitors providing essentials to compete in today's legal market. "We are pleased to be recognized for the third consecutive year in The National Law Journal's readers choice rankings," said KCC president, Bryan Butvick. "This award motivates us to continue to provide industry-leading technology solutions and outstanding service to legal and financial professionals." KCC streamlines the administrative process of corporate restructuring, class action, and legal document management through innovative solutions and industry expertise. Founded in 2001 by former attorneys, KCC focuses on clients' needs from the perspective of legal professionals. ALM is a leading provider of specialized business news, research and information, focused primarily on the legal and commercial real estate sectors. About KCC KCC -- http://www.kccllc.com-- a Computershare company, provides administrative-support services that help legal professionals realize time and cost efficiencies. With an integrated suite of corporate restructuring, class action and legal document management solutions, KCC alleviates the administrative challenges of today's legal processes and procedures. KCC has gained client and industry recognition for its industry expertise, professional- level client service and proprietary technologies. About Computershare Limited (CPU) Computershare (asx:CPU) -- http://www.computershare.com-- is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications. It also specializes in corporate trust, mortgage, bankruptcy, class action, utility and tax voucher administration, and a range of other diversified financial and governance services. Founded in 1978, Computershare is renowned for its expertise in high integrity data management, high volume transaction processing and reconciliations, payments and stakeholder engagement. Many of the world's leading organizations use us to streamline and maximize the value of relationships with their investors, employees, creditors and customers. Computershare is represented in all major financial markets and has over 14,000 employees worldwide. * Walter F. Benenati Among OBJ's Top Bankruptcy Law Firms --------------------------------------------------------- Law Offices of Walter F. Benenati of Orlando, FL has been honored with a recognition by Orlando Business Journal in its selection of "Top Bankruptcy Law Firms." Announcing a special recognition appearing in the March, 2014 issue of Orlando Business Journal published by American City Business Journals. Law Offices of Walter F. Benenati was selected for the following honor: "Top Bankruptcy Law Firms" A spokesperson from Law Offices of Walter F. Benenati commented on the recognition: "This is quite an honor for us. The fact that Orlando Business Journal included Law Offices of Walter F. Benenati in its selection of "Top Bankruptcy Law Firms," signals that our constant efforts towards business excellence are paying off. We are proud to be included in this recognition." Attorney Walter Benenati has devoted his efforts and focus in the law fields of bankruptcy, personal injury, and foreclosure defense. "We have become one of the biggest filers of bankruptcies due to our commitment to customer service and communication with our client", Mr. Benenati said. Coming from humble beginnings, Benenati is the first person in his family to graduate from college. "I have toiled away working hard since I was 13 years old. Having filed bankruptcy several years ago, my experience enables to empathize with my client's financial problems", Mr. Benenati said. Following the publication of Law Offices of Walter F. Benenati's selection for Orlando Business Journal's Top Bankruptcy Law Firms list, American Registry seconded the honor and added Law Offices of Walter F. Benenati to the "Registry of Business Excellence(TM)". An exclusive recognition plaque, shown here, has been designed to commemorate this honor. For more information on Law Offices of Walter F. Benenati, located in Orlando, FL please call 407-777-7777, or visit http://www.407bankrupt.com * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re Daniel Steinberg Bankr. C.D. Calif. Case No. 14-11558 Chapter 11 Petition filed March 26, 2014 In re Michael Siek Bankr. D. Conn. Case No. 14-50434 Chapter 11 Petition filed March 26, 2014 In re ER General Contractor and Management, LLC Bankr. D. D.C. Case No. 14-00159 Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/dcb14-00159.pdf represented by: Joseph M. Goldberg, Esq. AMMERMAN AND GOLDBERG E-mail: ammngoldva@aol.com In re Thomas Koebel Bankr. S.D. Fla. Case No. 14-16884 Chapter 11 Petition filed March 26, 2014 In re Manuel Ibanez Bankr. S.D. Fla. Case No. 14-16921 Chapter 11 Petition filed March 26, 2014 In re Dienst Sewer & Water, Inc. Bankr. N.D. Ill. Case No. 14-11011 Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/ilnb14-11011.pdf represented by: Joshua D. Greene, Esq. ARCHER BAY, P.A. E-mail: jgreene@archerbay.com In re New Palestine Self Storage, LLC Bankr. S.D. Ind. Case No. 14-02474 Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/insb14-02474.pdf represented by: KC Cohen, Esq. KC COHEN, LAWYER, P.A. E-mail: kc@esoft-legal.com In re Richard Bartunek Bankr. S.D. Ind. Case No. 14-02496 Chapter 11 Petition filed March 26, 2014 In re 624-630 Westfield Corporation, a Corporation Bankr. D. N.J. Case No. 14-15696 Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/njb14-15696.pdf Filed as Pro Se In re Fun City Seafood Steamers, LLC Bankr. E.D.N.Y. Case No. 14-41418 Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/nyeb14-41418.pdf Filed as Pro Se In re Old John, Inc. Bankr. E.D.N.Y. Case No. 14-41426 Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/nyeb14-41426.pdf represented by: Lawrence F. Morrison, Esq. THE MORRISON LAW OFFICES, PC E-mail: morrlaw@aol.com In re Porto Resources, LLC Bankr. E.D.N.Y. Case No. 14-41430 Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/nyeb14-41430.pdf Filed as Pro Se In re Salehzadeh White Plains Mall, Corp. Bankr. S.D.N.Y. Case No. 14-22362 Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/nysb14-22362.pdf represented by: Anne J. Penachio, Esq. PENACHIO MALARA, LLP E-mail: apenachio@pmlawllp.com In re Salehzadeh Westchester Pavilion, Inc. Bankr. S.D.N.Y. Case No. 14-22363- Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/nysb14-22363.pdf represented by: Anne J. Penachio, Esq. PENACHIO MALARA, LLP E-mail: apenachio@pmlawllp.com In re Neel, Nadia, Hamid, Habib Consulting, Inc. Bankr. S.D.N.Y. Case No. 14-22364 Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/nysb14-22364.pdf represented by: Anne J. Penachio, Esq. PENACHIO MALARA, LLP E-mail: apenachio@pmlawllp.com In re David Osborne Bankr. W.D. Pa. Case No. 14-21172 Chapter 11 Petition filed March 26, 2014 In re Anita Robertson-Ulloa Bankr. E.D. Tenn. Case No. 14-50495 Chapter 11 Petition filed March 26, 2014 In re Supreme Oilfield Energy Services, LLC Bankr. S.D. Tex. Case No. 14-50062 Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/txsb14-50062.pdf represented by: Adolfo Campero, Jr., Esq. CAMPERO & ASSOCIATES, P.C. E-mail: acampero@camperolaw.com In re Rodney Hawkins Bankr. W.D. Wash. Case No. 14-41620 Chapter 11 Petition filed March 26, 2014 In re CCDI, LLC Bankr. W.D. Wash. Case No. 14-12201 Chapter 11 Petition filed March 26, 2014 See http://bankrupt.com/misc/wawb14-12201.pdf Filed as Pro Se In re Alfrred LaPeter Bankr. D. Ariz. Case No. 14-04278 Chapter 11 Petition filed March 27, 2014 In re Hill Family Trust aka Eleanor Hill Revocable Trust Bankr. D. Colo. Case No. 14-13785 Chapter 11 Petition filed March 27, 2014 See http://bankrupt.com/misc/cob14-13785.pdf Filed as Pro Se In re Yacht Tenders, Inc. Bankr. S.D. Fla. Case No. 14-17042 Chapter 11 Petition filed March 27, 2014 See http://bankrupt.com/misc/flsb14-17042.pdf represented by: John A. Moffa, Esq. MOFFA & BONACQUISTI, P.A. E-mail: john@mbpa-law.com In re Vonwayne Charles Bankr. S.D. Fla. Case No. 14-17065 Chapter 11 Petition filed March 27, 2014 In re Paul Pyong Yu Enterprises, Inc. dba Paul's Liquors Bankr. D. Md. Case No. 14-14739 Chapter 11 Petition filed March 27, 2014 See http://bankrupt.com/misc/mdb14-14739.pdf represented by: Angela Lee, Esq. WEON G. KIM LAW OFFICE E-mail: anglee0425@gmail.com In re Supreme, LLC Bankr. D. N.J. Case No. 14-15877 Chapter 11 Petition filed March 27, 2014 See http://bankrupt.com/misc/njb14-15877.pdf represented by: Stephen B. Ravin, Esq. SAUL EWING, LLP E-mail: sravin@saul.com In re Napper, LLC Bankr. E.D.N.Y. Case No. 14-41436 Chapter 11 Petition filed March 27, 2014 See http://bankrupt.com/misc/nyeb14-41436.pdf Filed as Pro Se In re Patsy Fierro Bankr. E.D.N.Y. Case No. 14-41439 Chapter 11 Petition filed March 27, 2014 In re Luigi Zucaro Bankr. E.D.N.Y. Case No. 14-41440 Chapter 11 Petition filed March 27, 2014 In re Ultimate Fitness, LLC Bankr. N.D.N.Y. Case No. 14-10660 Chapter 11 Petition filed March 27, 2014 See http://bankrupt.com/misc/nynb14-10660.pdf represented by: Richard Croak, Esq. E-mail: rcroak@richardcroak.com In re Karshop, Inc. Bankr. M.D.N.C. Case No. 14-10320 Chapter 11 Petition filed March 27, 2014 See http://bankrupt.com/misc/ncmb14-10320.pdf represented by: Samantha K. Brumbaugh, Esq. IVEY, MCCLELLAN, GATTON & TALCOTT, LLP E-mail: skb@imgt-law.com In re Vernon Jackson Bankr. W.D. Tenn. Case No. 14-23257 Chapter 11 Petition filed March 27, 2014 In re Funseekers Clubhouse No. 4, L.P. Bankr. N.D. Tex. Case No. 14-31443 Chapter 11 Petition filed March 27, 2014 See http://bankrupt.com/misc/txnb14-31443.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. E-mail: eric@ealpc.com In re Body a New Medical Spa, LLC Bankr. S.D. Tex. Case No. 14-31700 Chapter 11 Petition filed March 27, 2014 See http://bankrupt.com/misc/txsb14-31700.pdf represented by: John Akard, Jr., Esq. JOHN AKARD JR., P.C. E-mail: johnakard@attorney-cpa.com In re E Ridge, LLC Bankr. E.D. Wash. Case No. 14-01117 Chapter 11 Petition filed March 27, 2014 See http://bankrupt.com/misc/waeb14-01117.pdf represented by: John D. Munding, Esq. CRUMB & MUNDING E-mail: munding@crumb-munding.com In re Re-Cycle, LLC Bankr. E.D. La. Case No. 14-10739 Chapter 11 Petition filed March 30, 2014 See http://bankrupt.com/misc/laeb14-10739.pdf represented by: Thomas E. Schafer, III, Esq. E-mail: tomschafer37@icloud.com In re Lawrence Family Properties, LLC Bankr. N.D. Ohio Case No. 14-12004 Chapter 11 Petition filed March 30, 2014 See http://bankrupt.com/misc/ohnb14-12004.pdf represented by: Jonathan P. Blakely, Esq. E-mail: jblakelylaw@windstream.net In re Junction, Inc. Bankr. E.D. Va. Case No. 14-50452 Chapter 11 Petition filed March 30, 2014 See http://bankrupt.com/misc/vaeb14-50452.pdf represented by: John D. McIntyre, Esq. WILSON & MCINTYRE, PLLC E-mail: jmcintyre@wmlawgroup.com ********* 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 ***