/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140526.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 26, 2014, Vol. 18, No. 144 Headlines 3011 NORTHWEST: Case Summary & 18 Largest Unsecured Creditors ABERDEEN LAND: Hires KapilaMukamal as Financial Consultants ACCIPITER COMMUNICATIONS: Panel Hires Stinson Leonard as Counsel AGFEED USA: Plan Filing Exclusivity Extended to June 5 ALLEGRO APARTMENTS: Case Summary & 12 Unsecured Creditors ALPHA NATURAL: Bank Debt Trades at 4% Off ARALCO SA: Bondholders Said Preparing Bid to Avert Chapter 11 ARCHDIOCESE OF MILWAUKEE: Creditors See Appeal as Bar to Plan ARIZONA CHEMICAL: Moody's Affirms Ba3 CFR & Rates New Debt Ba3 ARIZONA CHEMICAL: S&P Assigns BB- Rating to Proposed 1st Lien Debt AUTOMATED BUSINESS: Plan Disclosure Statement Due by May 30 AUTOMATED BUSINESS: Panel Hires Dixon Hughes as Financial Advisors AUXILIUM PHARMACEUTICALS: 7 Directors Elected at Annual Meeting BERNARD L. MADOFF: Judge Paves Way for End of Clawback Suits BOOZ ALLEN: Dividend Increase No Impact on Moody's 'Ba3' CFR BUNGE LTD: Fitch Affirms 'BB+' Preference Shares Rating CABEL PROPERTIES: Files for Chapter 11 to Assume Agreement CABEL PROPERTIES: Proposes Klehr Harrison as Counsel CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off CAESARS ENTERTAINMENT: Bondholders Feel the Pressure CANCER GENETICS: Stockholders Elect 8 Directors CASH STORE: Implements Leadership Changes Under Reorganization CERAGENIX CORP: 10th Circ. Denies Whistleblower's Arbitration Bid CHECK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors CLAIRE'S STORES: Amends Fiscal 2014 Annual Report COLUMBIA SAVINGS: FDIC Named as Receiver; UFB Assumes Deposit CONSTRUCTORA DE HATO: Has Until July 1 to File Plan & Outline CREATIVE CIRCLE: S&P Assigns 'B' CCR; Outlook Stable DOLAN COMPANY: Equity Panel Hires Brown Rudnick as Co-counsel DOLAN COMPANY: Equity Panel Retains Bayard as Co-counsel DOLAN COMPANY: Equity Panel Taps Goldin Associates as Advisors DUPLICATION MANAGEMENT: Lawyers Stuck With Contingency Fees EASTMAN KODAK: Settling Remaining Environmental Remediation Claims EASTMAN KODAK: John McMullen Named VP & Chief Financial Officer ENERGY FUTURE: Chapter 11 Case to Remain in Delaware ENERGY FUTURE: Has $1.9 Billion Second Lien DIP Facility ENERGY FUTURE: To Continue Non-Insider Compensation Programs ENERGY FUTURE: Wants Schedules Filing Deadline Moved to June 30 ENERGY FUTURE: Discloses Initial Results of First Lien Settlement ENERGY TRANSFER: $500MM Upsize No Impact on Moody's Ba2 Rating ENERGY TRANSFER: Fitch Assigns 'BB+' Rating to 2024 Notes ENVISION HEALTHCARE: Moody's Hikes Corporate Family Rating to B1 EXIDE TECH: Wants Plan Exclusivity Extended Until July 31 FIRST FINANCIAL: Three Directors Elected at Annual Meeting FISKER AUTOMOTIVE: AlixPartners to Provide IP Valuation Services FLORIDA GAMING: Receiver Wants to be Relieved from Duties FREEPORT TECHNOLOGIES: Case Summary & 20 To Unsecured Creditors FRESH & EASY: Disclosure Statement Approval Hearing on May 30 GENERAL MOTORS: Union Says New Co. Still Owes $450M in Benefits GETTY IMAGES: Bank Debt Trades at 4% Off GLOBAL AVIATION: To Sell Remaining Assets at Auction GMG CAPITAL: Creditors Have Until June 27 to File Claims GRACE OF GOD MINISTRIES: Case Summary & 7 Top Unsecured Creditors H & L MEDICAL: Case Summary & 20 Largest Unsecured Creditors HDG MANSUR: Case Summary & Largest Unsecured Creditors HDGM ADVISORY: Sharia Fund Manager Files Ch. 11 to Halt Judgment HDOS ENTERPRISES: Wants Plan Filing Date Extended to Aug. 4 HEALOGICS INC: Moody's Places B2 CFR on Review for Downgrade HERITAGE PARTNERS: Stroock Ducks $80M Malpractice Suit HEXCEL CORP: S&P Raises CCR From 'BB+', Removed From Rating Watch HOSPITALITY STAFFING: Case Removal Period Extended to June 23 HOSPITALITY STAFFING: Plan Filing Exclusivity Extended to June 27 HOWREY LLP: Creditors Slam Trustee's $4.2-Mil. Deal HUB 1: Case Summary & 12 Largest Unsecured Creditors INTERFAITH MEDICAL: June 9 Hearing on Bid to Dismiss Ch. 11 Case IRISH BANK: Judge Sontchi Explains Chapter 15 Ruling JAMES RIVER: Committee Seeks Approval to Hire LeClairRyan JAMES RIVER: Committee Taps Blackstone as Investment Banker JAMES RIVER: Committee Wants to Hire GCG as Information Agent JAMESPORT DEVELOPMENT: Gets Court Approval to Hire Accountant JMR DEVELOPMENT: Bid to Convert Case to Ch. 7 Granted KID BRANDS: Gets Default from Lender, Can't Pay Debt KID BRANDS: Suspends Wood Furniture Operations of LaJobi Unit KID BRANDS: Files Form 10-Q, Incurs $31.7 Million Net Loss in Q1 LCI HOLDING: Justice Department Appeals IRS 'Gift' Case LEAR CORPORATION: Agrees to $8.75MM Auto Parts Price-Fixing Deal LEVEL 3: Stockholders Elected 11 Directors LOFINO PROPERTIES: First Financial, Ch.11 Trustee File Joint Plan LOFINO PROPERTIES: Southland Property to Be Auctioned Off May 29 LOFINO PROPERTIES: June 5 Hearing on Glicny's Bid to Foreclose LPV SOUTHAVEN: Case Summary & 20 Largest Unsecured Creditors LRB NURSES REGISTRY: Voluntary Chapter 11 Case Summary LUPATECH S.A.: Chapter 15 Case Summary MARTIFER AURORA: Needs Time to File Plan; Still Selecting Buyer METRO FORT: Case Summary & 2 Largest Unsecured Creditors MILLER HEIMAN: Bank Debt Trades at 4% Off MONARCH COMMUNITY: Shareholders Elected Three Directors MONTAGE TECHNOLOGY: Receives NASDAQ Listing Non-Compliance Notice MT. GOX: Plan To Resurrect Exchange Can Be Pitched To Trustee NAVIENT CORP: Ability to Repay Debt is Under Pressure, Fitch Says NET ELEMENT: Drew Freeman Appointed to Board of Directors NOBLE LOGISTICS: Court Approves Sale to Gladstone OCZ TECHNOLOGY: Files Liquidating Plan for July Confirmation OVERSEAS SHIPHOLDING: Plan Outline Hearing Moved to Tuesday OVERSEAS SHIPHOLDING: Rights Offering Raised to $1.505 Billion OVERSEAS SHIPHOLDING: Settles Class Suit, Rift With CEXIM & DSF PEANUT CORP: Former Exec Pleads Guilty In Deadly Salmonella Case PEREGRINE FINANCIAL: Reaches $10M Deal With Ponzi Victims POST HOLDINGS: Moody's Confirms 'B1' Corporate Family Rating PLATINUM PROPERTIES: To Fund Plan From Asset Sale to PPMC Q&Q REALTY: Case Summary & 5 Largest Unsecured Creditors ROTHSTEIN ROSENFELDT: Wife Hit With Judgment for Stolen Property SALT VERDE: Moody's Hikes Gas Revenue Bond Rating to 'Ba1' SEGA BIOFUELS: Negotiates with Creditors, Amends Plan SENTINEL MANAGEMENT: Former CEO Urges Acquittal SHA LLC: A.M. Best Affirms 'B' FSR & Alters Outlook to Negative SIFCO SA: Bondholders Raise Specter of Fraudulent Transfer SMHC LLC: Court Okays Paul Nida as Special Counsel SUNTECH POWER: Cayman Liquidators File Status Report SUNTECH POWER: Swiss Administrator Calls for Creditors Meeting SURVEYMONKEY INC: S&P Keeps B Secured Facility Rating Over Upsize TLC HEALTH: Can Employ Hodgson Russ as Special Counsel TOMSTEN INC: Plan Agent's Claim Objection Deadline Extended TOYS R US: Bank Debt Trades at 16% Off TRANSBRASIL S.A.: Trustees Want Sanctions Over Subpoena TRAVELPORT HOLDINGS: Unit to Sell 7.5MM Common Shares of Orbitz UNIVERSAL LOGISTICS: Voluntary Chapter 11 Case Summary VAIL RESORT: Court Ruling No Impact on Moody's Ba2 CFR VANTIV LLC: Moody's Rates Senior Debt Facilities '(P)Ba3' VANTIV LLC: S&P Lowers CCR to 'BB', Off CreditWatch VAREL INTERNATIONAL: S&P Raises CCR From 'B-', Removed From Watch VELTI DR LIMITED: UK Administrators File Ch. 15 Petition VPR OPERATING: Committee Plan Declared Effective Despite Appeal WALKER LAND: Galusha Higgins to Provide Audit and Accounting Work WASHINGTON MUNICIPAL PROPERTIES: Voluntary Chapter 9 Case Summary WEST EDGE: Voluntary Chapter 11 Case Summary WHITEHALL JEWELERS: Registration of Securities Revoked WOODFOREST SQUARE: Case Summary & 7 Largest Unsecured Creditors ZALE CORP: GAMCO to Assert Appraisal Rights Under Delaware Law * Sinkfield Clone Loses on Strip Off in 11th Circuit * Hoenig Says Bankruptcy Is Preferred Path for Big-Bank Failures * Senate Version of Asbestos Trust Transparency Bill Emerges * N.Y. Cracks Down on Debt Collectors in $16 Million Accord * Key Democrats Signal Opposition to Fannie-Freddie Overhaul * U.S. Consumer Credit Posts Largest Gain in a Year * Some Investors Bet on Return to Reverse Mortgages * Regulators See Growing Financial Risks Outside Traditional Banks * Yellen Foresees Continued Low Borrowing Rates * C. Scott Chabina Bags M&A Advisor's 2014 40 Under 40 Award * David R. Gette Joins Marks Paneth as Tax Partner * BOND PRICING -- For Week From May 19 to 23, 2014 ********* 3011 NORTHWEST: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: 3011 Northwest 36th Street, L.L.C. 3620 NW 30 Avenue Miami, FL 33142 Case No.: 14-21803 Chapter 11 Petition Date: May 22, 2014 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Robert A Mark Debtor's Counsel: Ronald G Neiwirth, Esq. GORDON & REES LLP 200 South Biscayne Blvd., Ste. 4300 Miami, FL 33131 Tel: 305-428-5300 Fax: 877-634-7245 Email: rneiwirth@gordonrees.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brandon T. Timinsky, 3011 NW 36 St. LLC, managing member. A list of the Debtor's 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb14-21803.pdf ABERDEEN LAND: Hires KapilaMukamal as Financial Consultants ----------------------------------------------------------- Aberdeen Land II, LLC seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Soneet R. Kapila and KapilaMukamal, LLP as financial consultants and accountants, nunc pro tunc to May 1, 2014. The Debtor requires KapilaMukamal to: (a) evaluate the Debtor's financial condition including assessing the Debtor's operations and cash flow, assisting in projecting and monitoring monthly cash flow, and accounting and reporting on the use of cash collateral; (b) prepare monthly financial reports of the estate, as well as the schedules and statement of financial affairs the Debtor as required by the Bankruptcy Code; (c) review and evaluate the Debtor's chapter 11 plan and disclosure statement or other Plan(s) that may be filed in this case; (d) assist in the operation of the Debtor, if applicable; (e) review and prepare any and all financial information required of the Debtor's including its assets and liabilities; (f) review and analysis of the organizational structure of and Financial interrelationships among the Debtor, including a review of the books and records of such companies or persons as may be requested; (g) review and analysis of transfers to and from the Debtor to third parties, both pre-petition and post-petition; (h) attendance at meetings with the Debtor, its creditors, the attorneys of such parties, and with federal, state, and local tax authorities, if requested; (i) assist the Debtor in tax compliance; (j) review of the books and records of the Debtor for potential preference payments, fraudulent transfers, or any other matters that the Debtor may request; and (k) the rendering of such other assistance in the nature of accounting services, financial consulting or other financial projects as the Debtor may deem necessary, including assistance with the Debtor's Plan of Liquidation and Disclosure Statement as requested by Debtor's counsel. KapilaMukamal will be paid at these hourly rates: Partners $380-$530 Professionals $120-$320 Para Professionals $100-$150 KapilaMukamal will also be reimbursed for reasonable out-of-pocket expenses incurred. Soneet R. Kapila, founding partner of KapilaMukamal, 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. KapilaMukamal can be reached at: Soneet R. Kapila KAPILAMUKAMAL, LLP 1000 South Federal Hwy, Suite 200 Ft. Lauderdale, FL 33316 Tel: (954) 761-1011 Fax: (954) 761-1033 E-mail: skapila@kapilaco.com About Aberdeen Land II Aberdeen Land II, LLC, doing business as Aberdeen, owns a 1,316-acre master- planned community near Jacksonville, Florida. The project is designed for 1,623 single-family homes and 395 multi-family units. More than 1,000 units have been sold, leaving Aberdeen with 856 undeveloped lots and 28.1 acres zoned for commercial or residential use. Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04103) on July 1, 2013, in Jacksonville, Florida. The Debtor has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila & Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC, as special counsel, and Fishkind & Associates as expert consultants. Aberdeen owes $24 million in bonds that financed the project and more than $20 million to secured lenders with mortgages on the property. In its amended schedules, the Debtor disclosed $41,165,861 in assets and $31,189,704 in liabilities as of the petition date. No creditors' committee was appointed in the case. ACCIPITER COMMUNICATIONS: Panel Hires Stinson Leonard as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Accipiter Communications, Inc. dba Zona Communications sought and obtained permission from the U.S. Bankruptcy Court for the District of Arizona to retain Stinson Leonard Street LLP as counsel for the Committee, effective Apr. 23, 2014. It is anticipated that Stinson Leonard will provide, among other things, the following legal services to the Committee: (a) analysis of the Debtor's financial situations, and rendering advice to the New Committee in determining courses of action necessary for an effective reorganization; (b) preparation of and filling of pleadings and documents which may be required; (c) representation of the Committee at the meetings and hearings; (d) representation of the Committee in any and all adversary and contested matters, and other Court proceedings; (e) negotiations with the Debtor and other parties-in-interest; (f) investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's related entities and business interests, and any matter relevant to the Debtor's case. (g) participation in the Debtor's Chapter 11 case to the extent it affects the rights and interests of the unsecured creditors of the Debtor including, without limitation, the formulation of a Chapter 11 plan of reorganization and confirmation of that plan; (h) preparation of a request for appointment of a trustee or examiner pursuant to 11 U.S.C. Section 1104; (i) prepare, file and contest a motion to convert the case to Chapter 7 for a material default in the confirmed Chapter 11 plan; (j) the performance of any and all such other services as are in the interests of the Committee relevant to the Debtor's Chapter 11 case; and (k) such other representation as seems appropriate and necessary for the benefit of the Committee. Stinson Leonard will be paid at these hourly rates: Alisa C. Lacey $535 Christopher Simpson $435 Christopher Graver $440 Rebecca McGee (paralegal) $200 Stinson Leonard will also be reimbursed for reasonable out-of- pocket expenses incurred. Alisa C. Lacey, partner of Stinson Leonard, 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. Stinson Leonard can be reached at: Alisa C. Lacey, Esq. STINSON LEONARD STREET LLP 1850 N. Central Avenue, Suite 2100 Phoenix, AZ 85004-4584 Tel: (602) 279-1600 Fax: (602) 240-6925 E-mail: alisa.lacey@stinsonleonard.com About Accipiter Communications Accipiter Communications, Inc., a Phoenix-based company that provides telecommunications services to unserved or underserved, mostly rurally-situated residences and businesses in central Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-04372) in its hometown on March 28, 2014. Accipiter provides telecommunications services to 1,409 residential subscribers and 231 business subscribers, including an elementary school, an enforcement agency, a fire station, two municipal water supply facilities, and a bank. The Debtor is able to provide telecommunications services to rural customers only by participating in two federal programs: revenue subsidies from the federal Universal Service Fund ("USF"), which is administered under the authority of the Federal Communications Commission (the "FCC"), and capital debt financing provided under a rural telecommunications loan program administered by the Rural Utilities Service (the "RUS"), an agency of the U.S. Department of Agriculture (the "USDA"). As of the Petition Date, the Debtor owed $20.8 million in aggregate principal to the RUS. The Debtor believes there is approximately $414,000 in prepetition general unsecured claims held by trade vendors or other parties against the Debtor. The Debtor is a privately-held company, with 55.4% of the stock held by Lewis van Amerongen. The bankruptcy case is assigned to Judge George B. Nielsen Jr. The Debtor has tapped Perkins Coie LLP as counsel. AGFEED USA: Plan Filing Exclusivity Extended to June 5 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware approved AgFeed USA's reqeust for an extension of the exclusive periods to file and solicit acceptances of a Chapter 11 plan of reorganization. The Exclusive Plan filing period is extended through and including June 5, 2014. The solicitation period is extended through and including Aug. 4. Judge Brendan L. Shannon said the order is without prejudice to the Debtors seeking further extensin of tthe exclusivity periods. As reported by the Troubled Company Reporter, AgFeed USA and its affiliated debtors filed on April 21, 2014, a motion requesting an extension of the exclusive period for the filing of a plan and soliciting acceptances. The Debtors' exclusive plan filing period was to expire April 21 and the solicitation period was to expire June 18, absent an extension. The Debtors said they remain active and engaged in ongoing negotiations with a number of constituencies in an effort to resolve the outstanding issues in connection with the plan and therefore reach an agreement. The Debtors also asserted that they have successfully addressed various important issues including closing two sales, successfully defended a motion to appoint an examiner, responded to discovery and negotiated a continuance of a motion to appoint Chapter 11 Trustee, and reached a settlement with the Securities and Exchange Commission. The Debtors argued that if granted the extension they intend to use it to achieve as much consensus as possible and begin the process of achieving plan confirmation on or before April 30. The Debtors said the termination of the exclusive period would adversely impact them by allowing any party in interest to file a plan, this the Debtors say would upset the negotiating balance they have achieved and would foster a chaotic environment, therefore harm the Debtor's efforts to preserve and maximize the value of their estates. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. In October 2013, AgFeed completed the sale of the U.S. operations to three buyers for $79.45 million, including $53.4 million in cash. In November 2013, the Court authorized AgFeed to sell its Chinese assets to Hong Kong firm Good Charm International Development Ltd. in a deal that is expected to net the debtor $45 million once several highly negotiated price adjustments are factored in. An auction was held for the Chinese facilities on Nov. 20, although no one emerged to top what was originally a $50.5 million bid. The price was lowered by $3.45 million in view of what the contract called "newly discovered" operational problems and "deterioration of the performance" of feed mills. * * * In December 2013, AgFeed filed a proposed plan of liquidation showing all creditors as being paid in full, with interest. The Plan proposes to create a trust to prosecute lawsuits and collect remaining assets. As reported by the Troubled Company Reporter on May 21, 2014, the Debtors filed their First Amended Chapter 11 Plan of Liquidation and accompanying disclosure statement. The Plan is supported by the Official Committee of Equity Security Holders. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Agfeed_1076_DS.PDF ALLEGRO APARTMENTS: Case Summary & 12 Unsecured Creditors --------------------------------------------------------- Debtor: Allegro Apartments, LLC 2100 Valley Lo Lane Glenview, IL 60025 Case No.: 14-19324 Chapter 11 Petition Date: May 22, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Timothy A. Barnes Debtor's Counsel: Alex Pirogovsky, Esq. PIROGOVSKY LAW, LTD. 3000 Dundee Road, Suite 318 Northbrook, IL 60062 Tel: 847-999-0832 Fax: 847 580-4951 Email: alex@alexplaw.com Total Assets: $2.42 million Total Liabilities: $5.73 million The petition was signed by Mark Mushinsky, member. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb14-19324.pdf ALPHA NATURAL: Bank Debt Trades at 4% Off ----------------------------------------- Participations in a syndicated loan under which Alpha Natural Resources is a borrower traded in the secondary market at 96.06 cents-on-the-dollar during the week ended Friday, May 23, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.23 percentage points from the previous week, The Journal relates. Alpha Natural Resources pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on May 31, 2020, and carries Moody's Ba2 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. ARALCO SA: Bondholders Said Preparing Bid to Avert Chapter 11 ------------------------------------------------------------- Gerson Freitas Jr., writing for Bloomberg News, reported that Aralco SA-Acucar & Alcool, the Brazilian sugar and ethanol producer that filed for bankruptcy protection in March, will negotiate new debt terms directly with bondholders in a bid to cancel the judicial restructuring request, according to two people with knowledge of the talks. A group representing about 80 percent of bonds will present the Aracatuba, Brazil-based company a proposal to forgo or delay some payments, or a combination of both, the Bloomberg report said, citing the people who asked not to be named because the extra- judicial process is confidential and may not lead to a binding accord. Bondholders are also negotiating a standstill agreement with creditor banks, one of the people said, the report related. To nullify the bankruptcy protection process, an accord would have to be reached before the Brazilian court accepts the filing, the report further related. Sugar-producer bonds have plummeted after a glut of the sweetener pushed prices to the lowest in almost four years while Brazil?s inflation-fighting gasoline price caps also serve to contain domestic ethanol prices, the report noted. ARCHDIOCESE OF MILWAUKEE: Creditors See Appeal as Bar to Plan ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that for the Archdiocese of Milwaukee, the most significant event so far in its three-year-old bankruptcy takes place next month in the U.S. Court of Appeals in Chicago, where sexual-abuse claimants will try to revive a lawsuit dismissed by a district judge. Had it not been dismissed in district court, the suit could have made $54 million from a cemetery trust available to pay claims, according to the report. The bankruptcy judge in the meantime will decide whether the pending appeal deprives her of the ability to approve the church's Chapter 11 reorganization plan, the report related. The official creditors' committee, representing victims of clergy sexual abuse, oppose the plan, which provides about $4 million to compensate abuse victims, as inadequate, in large part because it doesn't include the cemetery trust created with what they believe was a fraudulent transfer of money belonging to the archdiocese, the report further related. With the appeal in mind, U.S. Bankruptcy Judge Susan V. Kelley in Milwaukee contemplated an unusually long waiting period before holding a hearing on approval of the plan in October, which means a decision might come down in the meantime saying whether sexual abuses claimants are entitled to the cemetery trust money, Mr. Rochelle said. About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. * * * Judge Susan Kelly has set the confirmation hearing for mid-October 2014. Specifically, the dates for the confirmation hearing are Oct. 14, 15, 16, and 17, to begin at 10:00 a.m. each day. ARIZONA CHEMICAL: Moody's Affirms Ba3 CFR & Rates New Debt Ba3 -------------------------------------------------------------- Moody's Investors Service affirmed the Ba3 Corporate Family Rating (CFR) of Arizona Chemical Holdings Corporation, and assigned Ba3 and B1 ratings to its new $675 million first lien term loan and $205 million second lien term loan facilities, respectively. Proceeds from the new term loans will be used to refinance existing debt, to pay a sponsor dividend of roughly $410 million, and for fees and expenses. Moody's also rated the company's newly refinanced 5-year $60 million revolver at Ba3. Arizona Chemical is privately held by American Securities LLC's (75%) and Rh"ne Capital LLC's (25%), and had revenues of nearly $1 billion in 2013. The outlook is stable. Ratings assigned: AZ Chem US Inc. $60mm Sr. Sec. Revolving Credit Facility due 2019 -- Ba3 (LGD3, 43%) $675mm Sr. Sec. 1st Lien Term Loan B due 2021 -- Ba3 (LGD3, 43%) $205mm Sr. Sec. 2nd Lien Term Loan B due 2022 -- B1 (LGD4, 61%) Ratings affirmed: Arizona Chemical Holding Corporation Corporate Family Rating -- Ba3 Probability of Default Rating -- Ba3-PDR Outlook -- Stable AZ Chem US Inc. Sr. Sec. 1st Lien Term Loan due 2017 -- Ba3 (LGD3, 43%)* Outlook -- Stable * To be withdrawn upon completion of the refinancing Ratings Rationale The Ba3 Corporate Family Rating (CFR) is constrained primarily by Arizona Chemical's elevated leverage (4.6x pro forma for the transaction, including Moody's standard adjustments), and the frequency with which the sponsor has taken sizeable special dividends (this is the fourth such transaction since 2010). Factors further constraining the ratings include the company's small revenue base, reliance on crude tall oil based products, and large well funded competitors. While Moody's expect margins to remain strong in 2014 (though lower than the particularly strong levels of 2011 and early 2012), margins are governed by the availability of substitutable products and can fluctuate significantly. The ratings are supported by strong free cash flow and profit margins, along with Moody's expectation that margins will remain attractive as a result of the advantaged feedstock position. Other key factors supporting the Ba3 CFR are the company's market positions, geographic diversification, record of debt reduction, and long-lived customer and supplier relationships. The ratings are further aided by high barriers to entry and a strong relationship with International Paper - the key raw material provider and minority owner. Arizona Chemical's liquidity is supported by cash flow from operations, a newly extended $60 million five year revolving credit facility, and reasonable cash balances ($41 million as of March 31, 2014). Cash Flow from Operations was greater than $130 million in 2013 and over the LTM ending March 31, 2014. The revolver had no outstanding borrowings as of March 31, 2014. While the revolver has a springing leverage covenant which is tested when borrowings exceed 30% of availability, Moody's do not expect it to be tested over the next 12-18 months. The new term loan facilities are covenant-lite. The first lien has a 50% cash flow sweep, beginning in December 31, 2014, which has leverage based step-down provisions. There is no regular dividend distribution at Arizona Chemical, but the company has frequently paid special debt-financed dividends. The stable outlook reflects Moody's expectation that Arizona Chemical will generate adequate amounts of free cash flow over the next 12-18 months to fund any normal business circumstances and will reduce leverage below 4x. The rating has limited upside due to the proposed dividend recapitalization resulting in increased leverage. The rating could be downgraded if EBITDA margins deteriorate, if leverage exceeds 4.5x in 12 months, and if free cash flow to debt (excluding special dividends) nears breakeven and is not used primarily for debt repayment. The second lien term loan is rated one notch below the CFR and first lien term loan due to its subordinated position in the capital structure. Arizona Chemical Holdings Corporation, headquartered in Jacksonville, Florida, is a global leader in the production and sales of pine based specialty chemicals. The company was acquired by private equity sponsor American Securities LLC in 2010, from private equity owner Rh"ne Capital LLC, who retained a minority interest. The initial owner, International Paper (Baa3), also retains a minority interest and provides key feedstock supply contracts with Arizona Chemical. Revenues for the LTM ending March 31, 2014 were $989 million. ARIZONA CHEMICAL: S&P Assigns BB- Rating to Proposed 1st Lien Debt ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB-' issue rating and '2' recovery rating to AZ Chem US Inc.'s proposed first-lien senior secured credit facilities, including a $60 million revolving credit facility and $675 million term loan. The '2' recovery rating indicates S&P's expectation for substantial recovery (70% to 90%) in the event of a payment default. At the same time, S&P assigned its 'B-' issue-level rating and '6' recovery rating to the company's proposed $205 million second-lien term loan facility, indicating S&P's expectation of negligible recovery (0% to 10%) in the event of a payment default. Ratings are based on preliminary terms and conditions. S&P also affirmed its 'B+' corporate credit rating on ultimate parent company Arizona Chemical Holdings Corp. The outlook is stable. "The ratings on Jacksonville Fla.-based Arizona Chemical reflect the company's concentration in the niche-based pine chemicals market, where it compares favorably to competing products, and its exposure to cyclical end markets," said Standard & Poor's credit analyst Seamus Ryan. The ratings also reflect the company's track record of debt-funded dividend distributions following regular debt prepayments from cash flow, which S&P expects to allow the company to maintain debt to EBITDA below 5x. The stable outlook reflects S&P's expectation that operating performance will remain somewhat stable and allow the company to generate free cash flow to reduce leverage. S&P also expects that the company will not increase leverage beyond the proposed level and will take steps to maintain debt to EBITDA well below 5x. S&P could lower the ratings if the company increases its debt leverage beyond the level proposed in this transaction to fund returns to shareholders. S&P could also lower the ratings if a combination of weak demand volume, falling selling prices, and raw material price increases leads to revenue and gross margin contracting by about 3% and 100 basis points, respectively. These scenarios would likely cause the company's debt to EBITDA to weaken to above 5x. Given Arizona Chemical's concentration in a niche business, as well as financial policy limitations because of its financial sponsor ownership, an upgrade over the next year is unlikely. Nevertheless, S&P could raise the ratings if the company's earnings volatility moderates or it strengthens its business risk profile through new investments. AUTOMATED BUSINESS: Plan Disclosure Statement Due by May 30 ----------------------------------------------------------- The U.S. Bankruptcy Court in Greenbelt, Maryland, granted the request of Automated Business Power, Inc., and Automated Business Power Holding Co., for an extension of the Debtors' time to file a disclosure statement explaining their Chapter 11 Plan. The Debtors filed a proposed Plan of Reorganization on May 5, 2014. Judge Paul Mannes said extensions will be granted only upon application of a party in interest, after notice and a hearing, and for good cause shown. The Debtors said in papers filed earlier this year that there has not been sufficient time to formulate a plan of reorganization. The Debtors said they have been compelled to engage in time- consuming litigation with their secured creditor, PNC Bank, concerning cash collateral, post-petition financing and other less controversial subjects, including employment of the Debtors' professionals. Now that a number of the controversies have been resolved, the Debtors said they would be able to devote the necessary time to formulate and negotiate a plan. PNC Bank, National Association, as agent and lender, objected to an extension request. PNC said permitting the exclusive period to expire would place the parties on equal footing and encourage negotiations. It would also provide a needed counter balance -- the prospect of a competing plan would make a party think twice before proposing a plan wholly unacceptable to the other. About Automated Business Power Military supplier Automated Business Power, Inc., and Automated Business Power Holding Co. filed their Chapter 11 petitions (Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013. Automated Business Power has been engaged in the design and production of advanced filed deployable uninterruptible power supplies, AC-to-DC power supplier, DC-to-DC converters, uninterruptible power systems, Power/Voice/Data cases, speakers, speaker/voice systems and ancillary equipment tactical transceivers, power amplifiers, SATCOM, and other communications equipment. The petitions were signed by Daniel Akman as president. The Debtors estimated assets of at least $50 million and liabilities of at least $10 million. The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP, in Washington, D.C. The Debtor tapped Dickinson Wright and Michael R. Holzman as Special ESOP Plan Counsel. PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle Tancredi, Esq., at Gebhardt & Smith LLP. AUTOMATED BUSINESS: Panel Hires Dixon Hughes as Financial Advisors ------------------------------------------------------------------ Automated Business Power, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Maryland to employ Dixon Hughes Goodman LLP to perform an audit of the Debtors' 2013 financial statements. The Debtors also seek permission to pay the fees and expenses of Dixon Hughes in the ordinary course of the Debtors' business, without the requirement that Dixon Hughes apply to the Court for approval of their fees, as long as the fees and expenses of Dixon Hughes does not exceed an estimated amount by more than 15%. The firm estimates that the fees and expenses associated with the audit of the Debtors' 2013 financial statements to be $41,000 or less. The $41,000 figure includes $1,500 for the "inventory observation" performed by the firm on Dec. 31, 2013. The firm says it has not received a retainer against fees and expenses. The firm also does not hold a prepetition claim against the Debtors. Dixon Hughes can be reached at: DIXON HUGHES GOODMAN, LLP Certified Public Accountants and Advisors 6525 Morrison Boulevard, Suite 500 Charlotte, NC 28211 About Automated Business Power Military supplier Automated Business Power, Inc., and Automated Business Power Holding Co. filed their Chapter 11 petitions (Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013. Automated Business Power has been engaged in the design and production of advanced filed deployable uninterruptible power supplies, AC-to-DC power supplier, DC-to-DC converters, uninterruptible power systems, Power/Voice/Data cases, speakers, speaker/voice systems and ancillary equipment tactical transceivers, power amplifiers, SATCOM, and other communications equipment. The petitions were signed by Daniel Akman as president. The Debtors estimated assets of at least $50 million and liabilities of at least $10 million. The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP, in Washington, D.C. The Debtor tapped Dickinson Wright and Michael R. Holzman as Special ESOP Plan Counsel. PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle Tancredi, Esq., at Gebhardt & Smith LLP. AUXILIUM PHARMACEUTICALS: 7 Directors Elected at Annual Meeting --------------------------------------------------------------- Auxilium Pharmaceuticals, Inc., held its annual meeting of stockholders on May 21, 2014, at which the stockholders: 1. elected Rolf A. Classon, Adrian Adams, Peter C. Brandt, Oliver S. Fetzer, Ph.D., Paul A. Friedman, M.D., Nancy S. Lurker and William T. McKee as directors to serve on the Company's Board of Directors until the Company's 2015 Annual Meeting of Stockholders or until their respective successors will have been duly elected and qualified; 2. ratified the selection by the Audit and Compliance Committee of the Board of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2014; 3. approved, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related materials disclosed in the Proxy Statement for the Meeting; 4. approved the amendment and restatement of the Company's Certificate of Incorporation to increase the authorized common stock capital of the Company from 120,000,000 to 150,000,000 shares; and 5. approved the amendment and restatement of the Auxilium Pharmaceuticals, Inc., 2004 Equity Compensation Plan to increase the number of shares of Company common stock authorized for issuance under the Plan by 2,500,000 shares from 15,800,000 to 18,300,000 shares and to increase the fungible share counting ratio from 1.7 shares to 1.88 shares. About Auxilium Auxilium Pharmaceuticals, Inc., is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specialist audiences. With a broad range of first- and second-line products across multiple indications, Auxilium is an emerging leader in the men's healthcare area and has strategically expanded its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas. Auxilium now has a broad portfolio of 12 approved products. Among other products in the U.S., Auxilium markets edex(R) (alprostadil for injection), an injectable treatment for erectile dysfunction, Osbon ErecAid(R), the leading device for aiding erectile dysfunction, STENDRATM (avanafil), an oral erectile dysfunction therapy, Testim(R) (testosterone gel) for the topical treatment of hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting implantable testosterone replacement therapy, XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of Peyronie's disease and XIAFLEX for the treatment of Dupuytren's contracture. The Company also has programs in Phase 2 clinical development for the treatment of Frozen Shoulder syndrome and cellulite. To learn more, please visit www.Auxilium.com. As of March 31, 2014, the Company had $1.19 billion in total assets, $985.73 million in total liabilities and $210.14 million in total stockholders' equity. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium Pharmaceuticals, Inc., including the Corporate Family Rating to B3 from B2. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. In the May 6, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit rating on Auxilium Pharmaceuticals Inc. to 'CCC' from 'B-'. "Our rating action on Auxilium is predicated on our assessment of its liquidity profile as "weak" and our expectation that the company is likely to deplete its liquidity sources over the next 12 months," said credit analyst Maryna Kandrukhin. BERNARD L. MADOFF: Judge Paves Way for End of Clawback Suits ------------------------------------------------------------ Law360 reported that a New York federal judge has ruled that defendants facing clawback suits from the trustee handling Bernie Madoff's estate may move to dismiss those claims by showing that he failed to plausibly allege a lack of good faith, according to court documents. According to the report, in a ruling issued April 27 but filed on May 12, U.S. District Judge Jed S. Rakoff said that each of the defendants -- various investors who profited as a result of Madoff's notorious $65 billion Ponzi scheme -- may challenge trustee Irving Picard's assumption that they were sophisticated market participants who, while not necessarily aware of the scheme, violated their duties by failing to investigate its suspicious returns. "In these ordinary circumstances, it is undisputed that a 'securities investor has no inherent duty to inquire about his stockbroker,' and nothing in [the Securities Investor Protection Act] creates such a duty. ... Absent a duty to investigate, a customer's failure to do so does not equate with a lack of good faith," the opinion said, the report related. Judge Rakoff added that applying Picard's standard of good faith would place a burden on investors that could threaten their confidence and overall market stability, the report further related. Judge Rakoff cited a 2011 ruling by a fellow Southern District judge, which held that claims under SIPA contending that a defendant must be shown to have acted with "willful blindness" in order to establish that they failed to act with good faith, which was reaffirmed by another decision the following year, the report added. BOOZ ALLEN: Dividend Increase No Impact on Moody's 'Ba3' CFR ------------------------------------------------------------ Moody's Investors Service said that the announced ten percent increase in Booz Allen Hamilton Inc.'s quarterly dividend to $0.11 per share from $0.10 per share, payable on June 30, 2014, is a credit negative event but does not impact the company's ratings including its Ba3 corporate family rating or its SGL-1 speculative grade liquidity rating. Booz Allen Hamilton is a provider of management and technology consulting services to the U.S. government in the defense, intelligence and civil markets. Booz Allen is headquartered in McLean, Virginia, and reported revenues of approximately $5.5 billion for the last twelve months ended March 31, 2014. BUNGE LTD: Fitch Affirms 'BB+' Preference Shares Rating ------------------------------------------------------- Fitch Ratings has affirmed Bunge Ltd.'s 'BBB' long-term IDR. The ratings apply to approximately $5.9 billion of total outstanding debt (granting 50% equity credit for Bunge's convertible preference shares). Key Rating Drivers Bunge's overall earnings are concentrated in the agribusiness segment that presently contributes around three-quarters of overall revenues and operating income. The agribusiness industry has favorable long-term demand prospects from increased protein consumption in developing nations as well as higher use of biofuels across the globe. Unadjusted debt leverage fluctuates in conjunction with commodity prices, tending to increase when pricing rises as incremental debt is needed to finance working capital demand. Fitch sees Bunge's unadjusted leverage generally falling in the range of 2.5x to 3.5x, and leverage adjusted for readily marketable inventories (RMI) staying below 1.0x. Bunge placed its sugar and bioenergy businesses under strategic review, specifically related to the poor performance of the industrial operations since the company meaningfully expanded the business in February 2010. Since that time, the sugar and bioenergy segment has significantly underperformed leading to pressure on Bunge's overall margin. Timing of the action as well as amount and use of proceeds are uncertain. Bunge has extensive external sources of liquidity that acts as strength while internal cash flow generation vacillates due to inherent unpredictability of commodity pricing dramatically affecting working capital needs. Bunge had $3.55 billion in capacity available under its revolving bank agreements and commercial paper program. Bunge also had approximately $4.56 billion in readily marketable inventories of agricultural commodities (including Fitch's 10% discretionary haircut) as of March 31, 2014. Leading Global Position in Oilseed Processing Bunge's ratings reflect the company's strong presence in oilseed processing, and some diversification across its business portfolio. Following the divestiture of the retail fertilizer business and a possible sale of the sugar businesses as a result of the strategic review currently underway, Bunge is more reliant on earnings and cash flow generated from the agribusiness segment, which currently represents around three-quarters of revenues and operating income. Relatively steady EBIT of the operating segment over the past years at approximately $1 billion annually offset losses from the sugar and bioenergy division. Despite a rough start to the year, earnings support through the year will stem from greater commercialization of Brazilian and Argentinian harvests as well as potentially larger U.S. crops. Excessive supply of soybeans in China may continue to pressure margins over the near-term. Fitch also anticipates that overall earnings growth will be supported by increased contributions from food and ingredients coupled with decreasing losses from the sugar segment. Fitch feels that Bunge can maintain overall EBITDA in the range of $1.7 billion to $2 billion in most years underpinned by a minimum of $1 billion of annual operating income derived from the agribusiness segment. Long-term, the outlook for the agriculture industry is favorable given higher consumption of protein in developing countries and increasing demand for biofuels. Commodity Price Variations Impact Working Capital Bunge along with other agricultural processors are subject to commodity pricing volatility arising from a number of uncertainties including weather conditions, animal disease outbreaks, and government agricultural policy changes. Higher priced inventories drive increased leverage and pressure cash flows, and vice versa when prices decline. As such, free cash flow (FCF, operating cash flow less dividends and capital spending) jumps from positive to negative virtually every year. FCF was negative $1.7 billion, $937 million and negative $173 million for 2012, 2013, and the LTM ending March 31, 2014, respectively. A price spike from drought conditions in the U.S. negatively affected cash flow and working capital levels in 2012, while more stable pricing resulting from abundant harvests has helped to steady cash flows hence. Cash flows this year will benefit from capital preservation efforts, especially in the sugar business that will ease overall spending to around $900 million. Fitch sees the possibility of consecutive years of positive FCF in 2014, albeit modest. Extensive External Liquidity Backstops Internal Cash Flow Volatility Bunge's extensive external sources of liquidity act as a strength while internal cash flow generation fluctuates due to the inherent instability of commodity pricing. Bunge had $4.8 billion in committed liquidity capacity under its revolving bank agreements and commercial paper program at the end of the first quarter, of which $3.55 billion was available. Bunge Finance Europe B.V. recently executed a new three-year $1.75 billion revolving credit facility maturing in March 2017, replacing a prior $1.75 billion credit facility. Bunge can extend the new facility by two one- year periods and expand capacity by $250 million, subject to mutual agreement with the lenders. Fitch recognizes additional support to Bunge's already strong liquidity provided by RMI of agricultural commodities including soybeans and sugar that totaled $4.56 billion on March 31, 2014. RMI is highly liquid given widely available markets and international pricing mechanisms. In addition, Bunge also participates in a $700 million receivables securitization program and has $632 million in balance sheet cash and cash equivalents. Short-Term Debt Stressing Leverage Incremental debt utilized to finance working capital demands places stress on leverage; however, Fitch sees gross leverage (total debt to EBITDA) generally staying in the range of 2.5 times (x) to 3.5x. Fitch recognizes Bunge's commitment to an investment grade credit rating via sustained balance sheet strength and financial discipline. Total debt leverage rose to 3.5x for the LTM ending March 31, 2014 from 2.5x at the end of 2013 due to a higher level of short term borrowings to fund inventories of soybeans as South America commercializes its harvest. Higher earnings weighted to the second half of the year coupled with a reduced debt load should yield gross leverage at the lower half of the historical range, in Fitch's estimation. Bunge's coming long-term debt maturities are manageable given the company will see $382 million in 5.1% unsecured notes maturing in July 2015. Fitch also considers RMI in the evaluation of credit measures utilizing a 10% discretionary reduction to Bunge's reported RMI. In the RMI-adjusted debt leverage calculation, Fitch excludes incremental debt utilized to fund the RMI and reduces EBITDA by the amount of interest on the debt used to finance RMI (i.e RMI interest is reclassified to costs of goods sold). Similarly, interest expense on debt used to finance RMI is excluded from EBITDA and interest expense in the calculation of EBITDA-to- interest coverage ratios. Using the adjustments, RMI-adjusted debt leverage was 0.8x and 0.4x, and RMI-adjusted interest coverage was 4.8x and 6.2x for the LTM ending March 31, 2014 and full year 2013, respectively. Rating Sensitivities Future developments that may individually or collectively, lead to a negative rating action: -- Fitch is comfortable with Bunge operating with gross debt leverage in the range of 2.5x to 3.5x. However, rating pressure will arise if EBITDA compression and/or a higher debt load leads to sustained unadjusted leverage exceeding 3.5x or RMI-adjusted leverage rising above 1.0x; -- A consistent lack of FFO coverage of capital spending and dividends, such that meaningful incremental debt funding becomes necessary; -- A material increase in leverage from a significant debt financed transaction, most likely a large acquisition. Fitch sees a positive rating action as unlikely over the intermediate term. However, Fitch will favorably view a commitment to operate with total debt leverage in the vicinity of the low 2.0x range, coupled with material FCF generation for multiple years. Fitch affirms Bunge's rating with a Stable Outlook as follows: Bunge Limited: -- Long-term IDR at 'BBB'; -- Preference shares at 'BB+'. Bunge Limited Finance Corp. (BLFC): -- Long-term IDR at 'BBB'; -- Senior unsecured bank facility at 'BBB'; -- Senior unsecured notes at 'BBB'. Bunge Finance Europe B.V. (BFE): -- Long-term IDR at 'BBB'; -- Senior unsecured bank facility at 'BBB'. Bunge N.A. Finance L.P. (BNAF): -- Long-term IDR at 'BBB'; -- Senior unsecured notes at 'BBB'. CABEL PROPERTIES: Files for Chapter 11 to Assume Agreement ---------------------------------------------------------- Cabel Properties, LLC, has sought Chapter 11 bankruptcy protection to assume a purchase agreement in connection with a quarry in Pennsylvania. On Jan. 26, 2009, William R. Goodwin, Middle Creek Quarry, Inc. and Bill Goodwin Excavating, Inc. entered into a purchase agreement with Geoege A. Cabel pursuant to which Mr. Cabel and Cabel Associates agreed to purchase certain real property located at Owego Turnpike, Palmyra Township, Wayne County, PA, and which is operated as a quarry. Thereafter, beginning in May 2013, the Debtor assumed the rights and obligations of the purchasers under the purchase agreement. Pursuant to a management agreement entered into on or about Jan. 26, an affiliate of the Debtor agreed to manage the quarry during the term of the purchase agreement. Prior to the Petition Date, the Debtor and its affiliates commenced an action in the Court of Common Pleas for Wayne County, No 569-CIVIL-2013, seeking various relief against the sellers under the Purchase Agreement. During the pendency of the State Court action, the sellers purported to convey 50% of the quarry to E.R. Linde Construction Corp. The Debtor's rights under the purchase agreement and the management agreement constitute the primary assets of its estate and have substantial value. The Debtor said it has commenced the Chapter 11 case in order to assume the purchase agreement, or otherwise consummate the purchase agreement, and thereby acquire the quarry. About Cabel Properties Cabel Properties, LLC, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 14-02370) in Wilkes-Barre, Pennsylvania, on May 20, 2014. Judge John J Thomas presides over the case. The Tafton, Pennsylvania-based company is represented by Jeffrey D Kurtzman, Esq., at Klehr, Harrison, Harvey, Branzburg LLP, in Philadelphia. CABEL PROPERTIES: Proposes Klehr Harrison as Counsel ---------------------------------------------------- Cabel Properties, LLC, filed an application asking the bankruptcy court for approval to employ Klehr Harrison Harvey Branzburg LLP as its bankruptcy counsel, nunc pro tunc to the Petition Date. Klehr Harrison will bill at its normal hourly rates: Position Hourly Rate -------- ----------- Partners $325 to $600 Associates $205 to $325 Paralegals $120 to $190 The principal attorneys at the firm designated to represent the Debtor's and their current hourly rates are: Hourly Rate ----------- Jeffrey Kurtzman, Partner $480 Kathryn F. Perkins, Associate $240 Jeffrey Kurtzman, a partner at the firm, attests that the firm does not have any connection with or represent any adverse interest to the Debtor, its creditors or any other party-in- interest. About Cabel Properties Cabel Properties, LLC, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 14-02370) in Wilkes-Barre, Pennsylvania, on May 20, 2014. Judge John J Thomas presides over the case. The Tafton, Pennsylvania-based company is represented by Jeffrey D Kurtzman, Esq., at Klehr, Harrison, Harvey, Branzburg LLP, in Philadelphia. CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off ------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 93.79 cents-on-the-dollar during the week ended Friday, May 23, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.55 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 1, 2018, and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. CAESARS ENTERTAINMENT: Bondholders Feel the Pressure ---------------------------------------------------- Natalie Harrison and Natalie Wright, writing for IFR/RLPC, reported that current bondholders of debt-laden gaming giant Caesars may see their future negotiating power being seriously weakened as the credit agreement amendment proposes to remove the corporate parent's guarantee behind bonds issued by the opco, Caesars Entertainment Operating Company. According to the report, analysts say this would significantly weaken the position of current bondholders when CEOC, which is groaning under some US$18bn in debt, heads to restructuring. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. Caesars Entertainment reported a net loss of $2.93 billion on $8.55 billion in 2013, as compared with a net loss of $1.50 billion in 2012. The Company's balance sheet at March 31, 2014, showed $24.37 billion in total assets, $26.65 billion in total liabilities and a $2.27 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 April 10, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiaries, Caesars Entertainment Operating Co. (CEOC) and Caesars Entertainment Resort Properties (CERP), as well as the indirectly majority-owned Chester Downs and Marina, to 'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that Caesars' capital structure is unsustainable, and the amount of cash the company will burn in 2014 and 2015 creates conditions under which S&P believes a restructuring of some form is increasingly likely over the near term absent an unanticipated significantly favorable change in operating performance. CANCER GENETICS: Stockholders Elect 8 Directors ----------------------------------------------- Cancer Genetics, Inc., held its annual meeting of shareholders on May 22, 2014, at which the shareholders: (1) elected John Pappajohn (Chairman of the Board), Panna L. Sharma (President and Chief Executive Officer), Keith L. Brownlie, Edmund Cannon, Raju S.K. Chaganti, Ph.D., Franklyn G. Prendergast, M.D., Ph.D., Paul R. Rothman, M.D., and Michael J. Welsh, M.D., to the Board of Directors to hold office until the next annual meeting or until their respective successors are duly elected and qualified or their earlier resignation or removal; (2) ratified the appointment of McGladrey LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2014; and (3) approved certain changes to the Company's 2011 Equity Incentive Plan which includes an amendment to increase the shares reserved for issuance thereunder by 1,650,000 shares. The amendment and restatement of the 2011 Plan previously had been approved by the Board, subject to approval by the Company's shareholders. The Board had previously also approved the grants of an aggregate of 461,000 options and 110,000 shares of restricted stock which were made subject to shareholder approval of the 2011 Plan, including 50,000 shares of restricted stock to Mr. Sharma, 90,000 options and 10,000 shares of restricted stock to Edward J. Sitar, the Company's chief financial officer, 200,000 options to Dr. Chaganti, 100,000 options and 25,000 shares of restricted stock to Mr. Pappajohn and 10,000 options and 5,000 shares of restricted stock to each non-employee director. About Cancer Genetics Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. Cancer Genetics reported a net loss of $12.37 million in 2013 following a net loss of $6.66 million in 2012. As of Dec. 31, 2013, the Company had $55.15 million in total assets, $9.69 million in total liabilities and $45.46 million in total stockholders' equity. CASH STORE: Implements Leadership Changes Under Reorganization -------------------------------------------------------------- The Cash Store Financial Services Inc. on May 22 disclosed that it has made a number of executive leadership changes as part of its reorganization efforts pursuant to the proceedings under the Companies' Creditors Arrangement Act. Effective immediately, the following individuals are no longer with the Company: Gordon Reykdal - Chief Executive Officer Kevin Paetz - Chief Operating Officer and President Halldor Kristjansson - Senior Executive Vice President, Banking and Credit Barret Reykdal - Senior Vice President, Retail Financial Services Michael Thompson - Senior Vice President, Corporate Affairs In addition, the Company has terminated its services agreements with Bill Johnson and Dean Ozanne. Over the course of the next week, the Chief Restructuring Officer, William Aziz, will be working with members of the Cash Store Financial management team to implement a revised leadership structure. Further details regarding the Company's CCAA proceedings are available on the Monitor's website at http://cfcanada.fticonsulting.com/cashstorefinancial/ About Cash Store Financial Headquartered in Edmonton, Alberta, Cash Store Financial Services Inc. (TSX: CSF) is a lender and broker of short-term advances and provider of other financial services in Canada. Cash Store Financial operates 510 branches across Canada under the banners "Cash Store Financial" and "Instaloans". Cash Store Financial also operates 27 branches in the United Kingdom. Cash Store Financial is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial reported a net loss and comprehensive loss of C$35.53 million for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.52 million for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$164.58 million in total assets, C$165.90 million in total liabilities and a C$1.32 million shareholders' deficit. CERAGENIX CORP: 10th Circ. Denies Whistleblower's Arbitration Bid ----------------------------------------------------------------- Law360 reported that the Tenth Circuit affirmed a lower court's decision to deny a former Ceragenix Pharmaceuticals Inc. executive's motion to compel arbitration in a suit alleging the now-defunct company's officers and directors fired him in retaliation for reporting insider trading. According to the report, a three-judge panel for the appellate court said a Colorado district court was correct in finding that bankrupt Ceragenix's CEO, chief financial officer and board members were not bound by the arbitration clause in Carl Genberg's employment agreement since they could not be considered alter egos of the company. Genberg had accused the company's top brass and attorney of firing him, withholding pay and defaming him after he helped draft a letter to the company's board saying its treatment of shareholders was in violation of U.S. Securities and Exchange Commission proxy rules, the report related. "On appeal Mr. Genberg doesn't seem to dispute these conclusions so much as contend the defendants should be bound to arbitrate under the alternative theories of agency and estoppel," Circuit Judge Neil M. Gorsuch wrote in the opinion for the court, the report further related. "But he didn't fairly present these legal theories to the district court, that court did not consider them in its ruling, and so under our precedent they are deemed forfeit or waived," the report said. The case is Genberg v. Porter, et al., Case No. 13-1140 (10th Cir.). CHECK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Check Holdings, LLC aka Landmark aka Landmark Group 601 S. Henderson Rd., Suite 153 King of Prussia, PA 19406 Case No.: 14-11304 Chapter 11 Petition Date: May 23, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Norman L. Pernick, Esq. COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, PA 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: 302-652-3131 Fax: 302-652-3117 Email: npernick@coleschotz.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael St. Patrick Baxter, Chapter 11 trustee for Money Centers of America, Inc., the parent company. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/deb14-11304.pdf CLAIRE'S STORES: Amends Fiscal 2014 Annual Report ------------------------------------------------- Claire's Stores Inc., filed an amended annual report on Form 10-K for the fiscal year ended Feb. 1, 2014, for purposes of including the information in Part III of the Form 10-K, as permitted under General Instruction G(3) to Form 10-K. In connection with the filing of this Amendment and pursuant to the rules of the SEC, the Company is including with this Amendment certain currently dated certifications of the chief executive officer and chief financial officer. In May 2007, the Company was acquired by investment funds and certain co-investment vehicles managed by Apollo Management VI, L.P., an affiliate of Apollo Global Management, LLC, through a merger and Claire's Stores, Inc., became a wholly-owned subsidiary of Claire's Inc. A full-text copy of the Amended Annual Report is available for free at http://is.gd/p83pc4 About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. Claire's Stores disclosed net income of $1.28 million on $1.55 billion of net sales for the fiscal year ended Feb. 2, 2013, as compared with net income of $11.63 million on $1.49 billion of net sales for the fiscal year ended Jan. 28, 2012. The Company's balance sheet at Nov. 2, 2013, showed $2.73 billion in total assets, $2.81 billion in total liabilities and a $89.32 million stockholders' deficit. Bankruptcy Warning The Company said the following statement in its annual report for the fiscal year ended Feb. 2, 2013. "If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default: * the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; * the lenders under our Credit Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and * we could be forced into bankruptcy or liquidation," according to the Company's annual report for the fiscal year ended Feb. 2, 2013. * * * As reported by the TCR on Oct. 1, 2012, Moody's Investors Service upgraded Claire's Stores, Inc.'s Corporate Family and Probability of Default ratings to Caa1 from Caa2. The upgrade of Claire's Corporate Family Rating to Caa1 reflects its ability to address its substantial term loan maturity in 2014 by refinancing it with a $625 million add-on to its existing senior secured first lien notes due 2019. Claire's Stores, Inc., carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. COLUMBIA SAVINGS: FDIC Named as Receiver; UFB Assumes Deposit ------------------------------------------------------------- Columbia Savings Bank, in Cincinnati, Ohio, was closed by the Ohio Division of Financial Institutions, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with United Fidelity Bank, FSB, in Evansville, Indiana, to assume all of the deposits of Columbia Savings Bank. The sole branch of Columbia Savings Bank will reopen as a branch of United Fidelity Bank during their normal business hours. Depositors of Columbia Savings Bank will automatically become depositors of United Fidelity Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Columbia Savings Bank should continue to use their current branch until they receive notice from United Fidelity Bank, fsb that systems conversions have been completed to allow full-service banking at all branches of United Fidelity Bank, fsb. Depositors of Columbia Savings Bank can continue to access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of March 31, 2014, Columbia Savings Bank had approximately $36.5 million in total assets and $29.5 million in total deposits. In addition to assuming all of the deposits of the Columbia United Fidelity Bank agreed to purchase essentially all of the failed bank's assets. The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $5.3 million. Compared to other alternatives, United Fidelity Bank, fsb's acquisition was the least costly resolution for the FDIC's DIF. Columbia Savings Bank is the eighth FDIC-insured institution to fail in the nation this year, and the first in Ohio. The last FDIC-insured institution closed in the state was Bramble Savings Bank, Milford, on September 17, 2010. CONSTRUCTORA DE HATO: Has Until July 1 to File Plan & Outline ------------------------------------------------------------- Judge Brian K. Tester of the U.S. Bankruptcy Court for the District of Puerto Rico extended until July 1, 2014, the time by which Constructora de Hato Rey Incorporada's time to file the disclosure statement and plan. As previously reported by The Troubled Company Reporter, the Debtor said the offers it has received thus far for the purchase of its realty have been unreasonable, thus it has been unable to liquidate its realty and raise the necessary funds to execute a feasible Plan. The Debtor is evaluating the possibility of hiring a new real estate broker to sell or liquidate these assets. About Constructora De Hato San Juan, Puerto Rico-based Constructora De Hato owns parcels of land in Puerto Rico with an aggregate value of $1.82 million. It filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-02876-11) in Old San Juan, Puerto Rico, on April 13, 2012. The petition was signed by Waldemar Carmona Gonzalez, president. The Debtor is represented by Charles Alfred Cuprill, Esq., at Charles A. Curpill, PSC Law Office, in San Juan. Luis R. Carrasquillo & Co., PSC, serves as financial consultant. In its schedules, as amended, the Debtor disclosed $10,701,724 in assets and $6,847,693 in liabilities. CREATIVE CIRCLE: S&P Assigns 'B' CCR; Outlook Stable ---------------------------------------------------- Standard & Poor's Ratings Services assigned Creative Circle LLC its 'B' corporate credit rating. The rating outlook is stable. "At the same time, we assigned ratings to Creative Circle LLC's proposed $200 million senior secured credit facilities. The credit facilities consist of a $150 million first-lien term loan due 2020, a $15 million first-lien revolving credit facility due 2019, and a $35 million second-lien term loan due 2021. We rated the first-lien term loan and revolver 'B+' (one notch higher than the 'B' corporate credit rating on the company) with a recovery rating of '2', indicating our expectation of substantial (70%-90%) recovery for lenders in the event of a payment default. We rated the second-lien loan 'CCC+' (two notches below the corporate credit rating), with a recovery rating of '6', indicating negligible (0%-10%) recovery for lenders," S&P said. The company will use proceeds from the facilities to refinance its unrated credit facilities and pay a special dividend to its shareholders. The 'B' corporate credit rating on Creative Circle reflects S&P's assessment of the business risk profile as "weak" and its financial risk profile as "aggressive." The ratings reflect the company's relatively small size and niche market position in the highly competitive and fragmented staffing industry, risks related to its rapid organic growth, and the vulnerability of its revenue to economic cycles. The ratings also reflect S&P's expectation that adjusted debt leverage will remain between 4x and 5x over the intermediate term as a result of the company's financial policies. The stable rating outlook incorporates S&P's expectation that operating performance will remain steady and liquidity will remain adequate. DOLAN COMPANY: Equity Panel Hires Brown Rudnick as Co-counsel ------------------------------------------------------------- The Official Committee of Equity Security Holders of The Dolan Company and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Brown Rudnick LLP as co-counsel for the Committee, nunc pro tunc to Apr. 24, 2014. Subject to the direction of the Equity Committee and further order of this Court, the professional services to be rendered by Brown Rudnick to the Equity Committee will include: (a) assisting and advising the Equity Committee in its discussions with the Debtors and other parties in interest regarding the overall administration of these cases; (b) representing the Equity Committee at hearings to be held before this Court and communicating with the Equity Committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court; (c) assisting and advising the Equity Committee in its examination and analysis of the conduct of the Debtors' affairs; (d) reviewing and analyzing pleadings, orders, schedules, and other documents filed and to be filed with this Court by interested parties in these cases; advising the Equity Committee as to the necessity, propriety, and impact of the foregoing upon these cases; and consenting or objecting to pleadings or orders on behalf of the Equity Committee, as appropriate; (e) assisting the Equity Committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Equity Committee, including all trial preparation as may be necessary; (f) conferring with the professionals retained by the Debtors and other parties in interest, as well as with such other professionals as may be selected and employed by the Equity Committee; (g) coordinating the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as such information as may be received from professionals engaged by the Equity Committee or other parties-in-interest in these cases; (h) participating in such examinations of the Debtors and other witnesses as may be necessary in order to analyze and determine, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, or whether causes of action exist on behalf of the Debtors' estates; (i) negotiating and formulating a plan of reorganization for the Debtors; and (j) assisting the Equity Committee generally in performing such Other services as may be desirable or required for the discharge of the Equity Committee's duties pursuant to section 1103 of the Bankruptcy Code. Brown Rudnick will be paid at these hourly rates: Robert J. Stark $1,155 Steven B. Levine $1,030 Andrew Dash $1,095 Attorneys $355-$1,190 Paraprofessionals $310-$370 Brown Rudnick will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert J. Stark, partner of Brown Rudnick, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on May 27, 2014, at 10:00 a.m. Objections were due May 20, 2014. Brown Rudnick can be reached at: Robert J. Stark, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 Tel: (212) 209-4800 Fax: (212) 209-4801 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. The Company has said it expects to emerge from bankruptcy within two months. Judge Brendan L. Shannon oversees the cases. 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. Kevin Nystrom serves as the Company's chief restructuring officer. 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. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. Bayside Capital is represented in the case by Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link Schultz, Esq. An Official Committee of Equity Security Holders is represented by Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R. Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J. Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B. Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts. The Debtors have filed a request to disband the Equity Committee, given the "hopeless insolvency" of their estates. DOLAN COMPANY: Equity Panel Retains Bayard as Co-counsel -------------------------------------------------------- The Official Committee of Equity Security Holders of The Dolan Company and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Bayard, P.A. as co-counsel for the Committee, nunc pro tunc to Apr. 24, 2014. The services Bayard has rendered and may be required to render for the Equity Committee include, without limitation: (a) providing legal advice where necessary with respect to the Equity Committee's powers and duties; (b) assisting and advising the Equity Committee in its consultation with the Debtors and the U.S. Trustee relative to the administration of these cases; (c) assisting the Equity Committee and Brown Rudnick, as necessary, in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization; (d) assisting the Equity Committee and Brown Rudnick, where necessary, in the review, analysis and negotiation of the Debtors' Joint Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code; (e) providing legal advice regarding the Local Rules, practices, and procedures of this Court; (f) assisting in the preparation and revising of drafts of documents to ensure compliance with the Local Rules, practices, and procedures of this Court; (g) filing documents as requested by Brown Rudnick and coordinating service of the same; (h) appearing in Court and at any meeting of the Equity Committee and meetings between the Equity Committee and the Debtors; (i) monitoring the case docket and coordinating with Brown Rudnick on matters impacting the Equity Committee; (j) preparing, updating and distributing critical dates memoranda; and (k) performing all other legal services for the Equity Committee in connection with these chapter 11 cases. Bayard will be paid at these hourly rates: Neil B. Glassman $890 GianClaudio Finizio $520 Justin R. Alberto $395 Larry Morton (paralegal) $285 Directors $450-$890 Associates and Senior Counsel $300-$415 Paraprofessionals $195-$285 Bayard will also be reimbursed for reasonable out-of-pocket expenses incurred. Neil B. Glassman, director of Bayard, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on May 27, 2014, at 10:00 a.m. Objections were due May 20, 2014. Bayard can be reached at: Neil B. Glassman, Esq. BAYARD P.A. 222 Delaware Ave., Suite 900 Wilmington, DE 19899 Tel: (302) 655-5000 Fax: (302) 658-6395 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. The Company has said it expects to emerge from bankruptcy within two months. Judge Brendan L. Shannon oversees the cases. 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. Kevin Nystrom serves as the Company's chief restructuring officer. 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. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. Bayside Capital is represented in the case by Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link Schultz, Esq. An Official Committee of Equity Security Holders is represented by Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R. Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J. Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B. Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts. The Debtors have filed a request to disband the Equity Committee, given the "hopeless insolvency" of their estates. DOLAN COMPANY: Equity Panel Taps Goldin Associates as Advisors -------------------------------------------------------------- The Official Committee of Equity Security Holders of The Dolan Company and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Goldin Associates, LLC as financial advisor for the Committee, nunc pro tunc to Apr. 28, 2014. The services Goldin Associates has rendered and may be required to render for the Equity Committee include, without limitation: (a) reviewing the Debtors' historical and financial information relating to the Debtors' businesses and operations; (b) reviewing the Debtors' business plan and prospects; (c) performing a valuation of the Debtors and analyzing issues and assumptions relating to other such valuations; (d) analyzing potential recoveries to the various creditor classes and interests; (e) assisting the Equity Committee to evaluate any plans of reorganization proposed by the Debtors or any other party; (f) assisting the Equity Committee to identify and evaluate potential providers of exit financing for a bankruptcy plan and the terms of any proposed financing; (g) assisting the Equity Committee to evaluate any sales proposed pursuant to section 363 of the Bankruptcy Code; (h) assisting the Equity Committee to formulate an alternative plan of reorganization or plan terms; (i) testifying, if necessary, in connection with contested matters during the bankruptcy proceedings; and (j) performing any other services as financial advisor to the Equity Committee that the Equity Committee may deem necessary or that may be requested by counsel or the Equity Committee. Goldin Associates will be paid at these hourly rates: Senior Managing Director/ Senior Special Advisor $795-$950 Managing Director/ Senior Advisor $600-$750 Director $500-$600 Vice President $400-$500 Analyst/Consultant $200-$300 Goldin Associates will also be reimbursed for reasonable out-of- pocket expenses incurred. Marti P. Murray, senior managing director of Goldin 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. The Court for the District of Delaware will hold a hearing on the application on May 27, 2014, at 10:00 a.m. Objections were due May 20, 2014. Goldin Associates can be reached at: Marti P. Murray GOLDIN ASSOCIATES, LLC 350 Fifth Avenue The Empire State Building New York, NY 10118 Tel: (212) 593-2255 Fax: (212) 888-2841 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. The Company has said it expects to emerge from bankruptcy within two months. Judge Brendan L. Shannon oversees the cases. 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. Kevin Nystrom serves as the Company's chief restructuring officer. 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. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. Bayside Capital is represented in the case by Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link Schultz, Esq. An Official Committee of Equity Security Holders is represented by Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R. Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J. Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B. Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts. The Debtors have filed a request to disband the Equity Committee, given the "hopeless insolvency" of their estates. DUPLICATION MANAGEMENT: Lawyers Stuck With Contingency Fees ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge Joan N. Feeney in Boston didn't let a law firm wiggle out of a contingency-fee arrangement when hourly time charges ended up being higher. The report related that in a Chapter 7 case, the trustee hired lawyers as special counsel on a one-third contingency to pursue three fraudulent-transfer suits. The lawyers won judgment in one and settled for $800,000, enough to pay all creditors in full with interest, the report related. The lawyers requested $381,000 in fees based on hourly time charges, the report further related. Although the trustee lobbied for the higher fee, Judge Feeney wouldn't let the firm out of the contingency arrangement and awarded the lawyers $268,000, or about one-third, the report said. The case is Duplication Management Inc., 10-17015, U.S. Bankruptcy Court, District of Massachusetts (Boston). EASTMAN KODAK: Settling Remaining Environmental Remediation Claims ------------------------------------------------------------------ Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern District of New York has approved the settlement of Eastman Kodak Co.'s environmental remediation claims. The settlement includes the creation of a trust to oversee environmental work at Eastman Business Park. The settlement calls for Kodak to endow the trust with $49 million to pay for study, monitoring and cleanup at the park, while New York state has promised to supply an additional $50 million if needed, Democrat & Chronicle reported. Bill Rochelle, the bankruptcy columnist for Bloomberg News, said the recently approved settlement is between Kodak and U.S. regulators. The settlement requires Kodak to deposit $17.6 million in a trust that already has $31.4 million. Mr. Rochelle recalled that Judge Gropper in August last year approved a settlement with New York State environmental regulators requiring Kodak to fund a $49 million trust to clean up the sites. Federal environmental officials had balked at the agreement but later withdrew objections, Democrat & Chronicle said. Ortho-Clinical Diagnostics Inc., the owner of property at the Kodak business park, also filed an objection, saying the settlement is "grossly unfair" because federal regulators haven't agreed to waive claims against owners other than Kodak, Mr. Rochelle related. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak had been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. At the end of April 2013, Kodak filed a reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August 20, 2013. Kodak and its affiliated debtors officially emerged from bankruptcy protection on Sept. 3, 2013. Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel, Jason New and Derek Smith became members of Kodak's new board of directors as of Sept. 3, 2013. Existing directors James V. Continenza, William G. Parrett and Antonio M. Perez will continue their service as members of the new board. EASTMAN KODAK: John McMullen Named VP & Chief Financial Officer --------------------------------------------------------------- John N. McMullen has been named Executive Vice President and Chief Financial Officer of Kodak, effective June 15, 2014. The Board of Directors has elected Mr. McMullen a corporate officer of Kodak, and he will become a member of the company's Executive Council. McMullen will report to Kodak Chief Executive Officer Jeff Clarke. Mr. McMullen, 55, will be responsible for Kodak's financial strategy and all functions within Kodak's Finance organization. "John is an accomplished executive, recognized for his substantial financial and strategic expertise and deep knowledge of the commercial imaging and printing industries," said Jeff Clarke. "He joins Kodak at an exciting time when we are cultivating many growth opportunities from across our worldwide product portfolio, while leveraging our strengths, such as our balance sheet, technology and brand. Having worked for many years with John in dynamic and complex situations, I know how effective he is at cutting through challenges and achieving excellent outcomes -- and doing so at high speed." Mr. McMullen held a series of senior financial roles during a 32-year career with HP and predecessor companies, Compaq Computer and Digital Equipment Corporation. His positions included Senior Vice President of Finance and Corporate Treasurer of HP, Chief Financial Officer of HP's Imaging and Printing Group, Vice President of Finance and Strategy for Compaq's Worldwide Sales and Services Group, Compaq's Director of Investor Relations, and Controller of DEC's Worldwide Products Division. Since 2011, Mr. McMullen also has been a member of the Board of Directors and Audit Committee Chair of Vocera Communications, where he has played an active role in helping the company to transition and scale its finance team and control environment, especially from the time Vocera went public in March of 2012. Mr. McMullen earned a B.A. in Finance with a concentration in Accounting from University of Massachusetts in 1981. He succeeds Rebecca A. Roof who has, since September 2012, served as Kodak's interim Chief Financial Officer while remaining a Managing Director of AlixPartners LLP, which advised the company during its complex and successful Chapter 11 reorganization. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak had been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. At the end of April 2013, Kodak filed a reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August 20, 2013. Kodak and its affiliated debtors officially emerged from bankruptcy protection on Sept. 3, 2013. Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel, Jason New and Derek Smith became members of Kodak's new board of directors as of Sept. 3, 2013. Existing directors James V. Continenza, William G. Parrett and Antonio M. Perez will continue their service as members of the new board. ENERGY FUTURE: Chapter 11 Case to Remain in Delaware ---------------------------------------------------- Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware, for reasons stated at the May 22 hearing, denied Wilmington Savings Fund Society, FSB's motion to transfer the Chapter 11 cases of Energy Future Holdings Corp., et al., from Delaware to Texas. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Judge Sontchi is keeping the case because Delaware is more convenient for financial institutions and hedge funds that comprise the company's creditor body. The bankruptcy is purely a financial restructuring not affecting operations, so there won't be involvement by Texas regulators, the company argued, Mr. Rochelle related. Patrick Holohan, writing for The Deal, related that Wilmington FSB, as trustee on second-lien notes issued Oct. 6, 2010, by EFH unit Texas Competitive Electric Holdings Co. LLC, had asserted the company's connection to Delaware was "thin" and that it did not make sense to file the case so far from the debtor's Dallas headquarters. Wilmington FSB accused EFH of selecting "the venue most advantageous to implementation of the restructuring agenda favored by senior lenders and management," The Deal further related. Hearings are set for June 5 and June 30 regarding disputes with holders of first- and second-lien bonds issued by Energy Future Intermediate Holding Co., the side of the business that owns the regulated power distribution facilities, Mr. Rochelle said. 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. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Has $1.9 Billion Second Lien DIP Facility -------------------------------------------------------- Energy Future Intermediate Holding Company LLC and EFIH Finance Inc. have filed papers asking the U.S. Bankruptcy Court for the District of Delaware for authority to access $1.9 billion in cash under a debtor-in-possession term note financing or so-called EFIH second lien DIP facility -- and to borrow an additional $95 million in the form of a closing fee -- and use the proceeds and other cash on hand to repay the EFIH second lien notes. A hearing is set for June 5, 2014 at 9:30 a.m., to consider the Debtors' request. Objections, if any, are due May 29, 2014 at 4:00 p.m. According to the Debtors, the EFIH second lien repayment will replace the high interest-rate EFIH second lien notes with lower interest rate debt, saving the EFIH Debtors approximately $8 million per month of interest expense. More importantly, though, the EFIH second lien DIP facility is mandatorily convertible to approximately 64% of the equity in reorganized Energy Future Holdings Corp. upon the effective date of a plan. The Debtors note the EFIH second lien DIP facility will be secured by liens that are junior to the $5.4 billion of first lien superpriority debtor in possession financing. The DIP facility is subject to carve-out. The EFIH Debtors believe all of the fees under the EFIH second lien DIP documents and the commitment letter are reasonable in light of the unprecedented nature of the EFIH second lien DIP facility, the essential nature of the investment commitment to the EFIH Debtors' overall restructuring efforts, and the size and scope of the financing and the effective rights offering commitment: a) an execution fee equal to approximately 0.46% of $1.9 billion ($8,750,000) to the Initial Commitment Parties on a pro rata basis, which was paid when the Commitment Letter was executed prepetition; b) an approval fee equal to approximately 0.54% of $1.9 billion ($10,250,000) to the Initial Commitment Parties on a pro rata basis, to be paid within five days following entry of the Order; c) arranger fees payable in the cash amount of $1 million each of two parties (together equal to approximately 0.11% of $1.9 billion), to be paid within five days following entry of the Order and upon funding of the EFIH second lien DIP facility; d) a funding fee equal to 1.0% of $1.9 billion ($19,000,000) to the Commitment Parties on a pro rata basis, to be paid following entry of the Order and upon funding of the EFIH second lien DIP facility; e) a participation fee equal to approximately 0.59% of $1.9 billion ($11,250,000) to Fidelity in connection with Fidelity's exercise of any of its Participation Rights; f) a fee equal to 5.0% of $1.9 billion ($95,000,000 face value) to the Commitment Parties in the form of non-amortizing, non- interest bearing, mandatorily convertible Tranche B Notes, which fee shall become due and be paid in full by EFIH simultaneously with the funding of the EFIH second lien DIP facility; g) an alternative transaction fee equal to 3.0% of $1.9 billion ($57,000,000), to be paid solely in the event that, up to the funding of the EFIH second lien DIP facility, EFIH enters into definitive documentation for an alternative transaction on equal or better terms than the Restructuring Support Agreement, within five days of Court approval of such alternative transaction; and h) payment of certain fees, reasonable out of pocket expenses, indemnifications and limitations on remedies that are integral to the agreement of the Commitment Parties, on one hand, and the Debtors on the other hand, including an "Arrangement Payment" payable to Centerview Partners LLC13 and payment of the documented fees and expenses of professionals, to support and eventually consummate the EFIH second lien DIP facility and the transactions contemplated under the restructuring support agreement. The EFIH Debtors seek to consummate the EFIH second lien DIP facility and use cash collateral to maximize the value of their estates and increase unsecured creditor recoveries by reducing interest expense and enabling a significant deleveraging of the EFIH Debtors. 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. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: To Continue Non-Insider Compensation Programs ------------------------------------------------------------ Energy Future Holdings Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for permission to: a) pay certain pre-petition amounts owed on account of the Debtors' non-insider compensation programs, and b) continue the non-insider compensation programs in the ordinary course of business on a post-petition basis. The Debtors tell the Court that they have approximately 5,700 employees are at their business and vital to their operations. At this critical juncture in the chapter 11 restructuring process, maintaining employee support and focus is necessary to stabilize and continue safe, reliable operations while implementing a successful reorganization that maximizes value for all of their stakeholders. According to the Debtors, the request for approval of both discretionary incentive compensation programs that will encourage and reward exceptional performance and retention bonus programs for non-insiders -- rank-and-file employees as well as management, all of whom are non-insiders -- to help ensure that the Debtors motivate key employees during this challenging time. The Debtors note there is approximately $8.9 million under the Non-Insider Compensation Programs that has been earned and is payable between now and September 2014. If all of the various incentive thresholds are met under the Non-Insider Compensation Programs, the Debtors estimate that up to approximately $100 million would potentially be payable to non-insiders through March 2015, which payments would be spread across over 5,500 different participants under the various Non-Insider Compensation Programs. Of that amount, up to approximately $80 million relates to the Debtors' annual incentive program, which has an average payment of approximately $15,000 per participant. The Debtors say they firmly believe that maintaining the Non- Insider Compensation Programs is necessary and in the best interests of the Debtors and their estates. As an initial matter, continuing these programs is an ordinary course transaction, as each of these programs has been in place for years; the Debtors merely seek to continue their existence in order to continue to incentivize and motivate non-insider employees. Regardless, the programs are a proper exercise of the Debtors' business judgment: the Debtors' ability to continue these ordinary-course programs is critical to demonstrating the Debtors' ongoing commitment to their critical workforce in the face of challenges associated with the Debtors' restructuring and continued market dynamics. The Debtors add that the approval of the request will send a clear and positive message to employees that these chapter 11 cases are not a reason to seek alternative employment or otherwise doubt the Debtors' commitments to their employees. Instead, these programs will provide motivation and drive value for the benefit of all parties in interest. A hearing is set for June 5, 2014 at 9:30 a.m., to consider the Debtors' request. Objection, if any, are due May 29, 2014 at 4:00 p.m. 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. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Wants Schedules Filing Deadline Moved to June 30 --------------------------------------------------------------- Energy Future Holdings Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the deadline, until June 30, 2014, to file their schedules of assets and liabilities, schedules of current income and expenditures, schedules of executory contracts and unexpired leases, and statements of financial affairs. A hearing is set for June 5, 2014 at 9:30 a.m., to consider the Debtors' request for extension of time. Objections, if any, are due May 29, 2014 at 4:00 p.m. According to the Debtors, they are focused on preparing for the Chapter 11 filing, preparing the business to transition into Chapter 11, and negotiating with their significant creditor constituencies. Such efforts made it difficult for them to prepare the schedules and statements. The Debtors say that, given the amount of work entailed in completing the schedules and statements and the competing demands on the their employees and professionals to assist in efforts to stabilize business operations during the initial post-petition period, they likely will not be able to properly and accurately complete the Schedules and Statements within the required time period. 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. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Discloses Initial Results of First Lien Settlement ----------------------------------------------------------------- Energy Future Holdings Corp. and Energy Future Intermediate Holding Company LLC disclosed in a regulatory filing that -- regarding the offer by EFIH and EFIH Finance Inc. to holders of the Issuer's outstanding 6.875% Senior Secured Notes due 2017 and 10.00% Senior Secured Notes due 2020 to participate in a voluntary settlement with respect to the Issuer's obligations under the EFIH First Lien Notes held by such holders; and the Restructuring Support and Lock-Up Agreement, dated April 29, 2014, as amended, pursuant to which, among other matters, certain holders of EFIH First Lien Notes holding, in the aggregate, approximately 32% of the aggregate outstanding principal amount of EFIH First Lien Notes agreed to a voluntary settlement with respect to the Issuer's obligations under the EFIH First Lien Notes held by the RSA EFIH First Lien Note Parties -- as of May 19, 2014, the so- called Early Participation Date -- after giving effect to the RSA EFIH First Lien Settlement and the participation in the Offer as of such date, holders of the principal amounts and the percentages of outstanding principal amounts of each series of EFIH First Lien Notes had agreed to participate in the EFIH First Lien Settlement: Percentage of Aggregate Outstanding Principal Principal Aggregate Amount Amount Principal Participating Participating Amount in First Lien in First Lien CUSIP Outstanding Settlement Settlement Nos. (in 000s) (in 000s) (in 000s) ----- ----------- ------------- ------------- 6.875% 29269QAE7 $502,714 $488,654 97.2% Senior U2197AC1 Secured Notes Due 2017 10.00% 29269QAA5 $3,482,106 $1,184,598 34.0% Senior 29269QAK3 Secured U29197AG2 Notes Due 2020 ----------- ------------- ------------- Total EFIH $3,984,820 $1,673,252 42.0% First Lien Notes The Offer will expire at 5:00 p.m., New York City time, on June 6, 2014, unless extended by the Issuer in its sole discretion. Accordingly, the principal amounts of EFIH First Lien Notes and percentages of EFIH First Lien Notes shown in the table as participating in the First Lien Settlement are subject to change. The Issuer does not intend to permit the offer period for the EFIH First Lien Offer Settlement to expire prior to the date the EFIH First Lien Settlement is heard, and approved, by the Bankruptcy Court for the District of Delaware. The Company also disclosed that on April 30, 2014, EFIH obtained a commitment for a first lien debtor-in-possession facility from certain initial lenders in an aggregate principal amount of $5.4 billion. As a result of the RSA EFIH First Lien Settlement and participation in the Offer as of the Early Participation Date, the Initial Lenders' commitment amount under the EFIH First Lien DIP Facility has been reduced in an aggregate amount of $4.075 billion, resulting in a remaining aggregate commitment under the EFIH First Lien DIP Facility by the Initial Lenders of $1.325 billion as of the Early Participation Date. The EFIH First Lien DIP Facility is still expected to be $5.4 billion in the aggregate after giving effect to the Initial Lenders' commitment, the RSA EFIH First Lien Settlement and the participation in the Offer. Second Lien Settlement On May 20, 2014, Energy Future Intermediate Holding Company LLC and EFIH Finance Inc. said the early participation date for the Issuer's previously announced offer to purchase its 11% Senior Secured Second Lien Notes due 2021 and 11.750% Senior Secured Second Lien Notes due 2022 for cash as a voluntary settlement with respect to the EFIH Second Lien Notes has been extended from 5:00 p.m., New York City time, on May 23, 2014 to 5:00 p.m., New York City time, on May 30, 2014, Except for the change to the Early Participation Date, the terms of the EFIH Second Lien Settlement are unchanged. A copy of May 20 EFIH's statement is available at http://is.gd/S8vHb9 On May 9, 2014, EFIH and EFIH Finance commenced the offer to purchase EFIH Second Lien Notes for cash as a voluntary settlement with respect to the Issuer's obligations under the EFIH Second Lien Notes. The EFIH Second Lien Settlement is open to all holders of the Issuer's 11% Senior Secured Second Lien Notes due 2021 and the Issuer's 11.750% Senior Secured Second Lien Notes due 2022. A copy of EFIH's May 9 statement is available at http://is.gd/Due3ul 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. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY TRANSFER: $500MM Upsize No Impact on Moody's Ba2 Rating -------------------------------------------------------------- Moody's Investors Service said that Energy Transfer Equity, L.P.'s (ETE) proposed $500 million upsizing of its 5.875% senior secured notes due 2024 does not impact its Ba2 rating, its Ba2 Corporate Family Rating (CFR), Ba2-PD Probability of Default Rating (PDR), SGL-3 Speculative Grade Liquidity Rating or stable outlook. The notes will be an add on to the company's existing 5.875% notes offering dated December 2, 2013 and will be part of the same series of debt securities. Proceeds of the offering will be used to repay outstandings under ETE's revolving credit facility and for other corporate purposes. The notes, the existing term loan and revolving credit facility are secured on a first priority, pari passu basis by a lien on substantially all of ETE's and certain of its subsidiaries' tangible and intangible assets, comprised principally of its equity interests in its subsidiaries. "Moody's views this notes offering largely as an exercise in bolstering ETE's liquidity," commented Andrew Brooks, Moody's Vice President. "By doing so, ETE's financial flexibility will be somewhat enhanced as it moves ahead in what Moody's presumes will be a continuation of its growth and distribution payout trajectory." Ratings Rationale ETE's senior secured Ba2 rating is equal to its Ba2 CFR. There are no upstream or downstream debt guarantees between ETE and its subsidiary holdings. ETE's Ba2 CFR, notes and term loan ratings reflect its stand-alone credit assessment as well as an analysis under Moody's Loss Given Default (LGD) methodology, which essentially views ETE level debt as holding company debt structurally subordinated to debt at operating subsidiaries. ETE's Ba2 CFR reflects its position atop a complex organizational structure in which it holds the general partnership (GP) interest, limited partnership (LP) interests and incentive distribution rights (IDRs) in Energy Transfer Partners, L.P. (ETP, Baa3 stable) and Regency Energy Partners LP (RGP, Ba2 stable). Additionally, effective January 1, ETP contributed its ownership of the Trunkline liquefied natural gas (LNG) regasification facility to ETE, which could also form the basis for ETE's development of a new LNG liquefaction project. The Ba2 CFR is a function of the consolidated credit quality of ETE across its portfolio holdings as well as ETE on a stand-alone basis. The rating recognizes the extensive size and scope of ETE's indirectly held midstream asset base, but it is pressured by aggressive growth policies and the structural complexity of its holdings. The rating is also heavily influenced by ETP's Baa3 rating reflecting the approximately 75% of ETE's first quarter 2014 cash flow which is derived through ETP distributions. Debt at ETE is structurally subordinated to approximately $23.1 billion of outstanding debt at ETP, RGP and their respective subsidiaries, whose cash distributions to ETE are residual to their own substantial operating and debt service requirements. The increased scale and scope of the combined ETE family's operating footprint is positive. However, while ETE's stand-alone debt leverage has dropped to approximately 3.3x, debt leverage on a fully consolidated basis exceeds 6x, largely reflecting the extent of subsidiary debt leverage. Energy Transfer Equity, L.P. headquartered in Dallas, Texas is the general partner of Energy Transfer Partners, L.P. and Regency Energy Partners LP. ENERGY TRANSFER: Fitch Assigns 'BB+' Rating to 2024 Notes --------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to Energy Transfer Equity, L.P.'s (ETE) proposed offering of $500 million 5.875% senior notes due 2024. The new notes will be additional notes issued under an indenture pursuant to which ETE previously issued $450 million of 5.875% of senior notes. ETE's Issuer Default Rating (IDR) is 'BB'. The Rating Outlook is Stable. ETE will use the note proceeds to repay borrowings under its revolving credit facility and for general partnership purposes. ETE currently owns the general partner (GP) and approximately 30.8 million Energy Transfer Partners, L.P. (ETP: IDR 'BBB-' with a Stable Outlook) limited partner (LP) units and 50.2 million ETP Class H units, which track the underlying economics of the GP and incentive distributions of Sunoco Logistics Partners L.P. (SXL: IDR 'BBB' with a Stable Outlook). ETE also owns the GP interest and 26.3 million Regency Energy Partners LP (RGP; IDR 'BB' with a Stable Outlook) LP units. On Feb. 19, 2014, ETE acquired Trunkline LNG Company, LLC (TLNG) from ETP. ETP is the indirect owner of 100% of Sunoco Inc. (SUN) and Panhandle Eastern Pipe Line Co. (PEPL). ETP also owns the GP and approximately 33.5 million limited partner (LP) units in SXL. Key Rating Drivers Increased Scale and Diversity: Recently completed merger transactions and asset sales have resulted in a larger, more diversified, and generally stronger family of Energy Transfer companies. On a consolidated basis, the percentage of contractually supported fee-based margins has gradually increased. For ETP, which provided more than 90% of ETE's 2013 cash flow, commodity price exposure has been reduced. Leverage Metrics Will Weaken Modestly: ETE's adjusted debt-EBITDA, which measures ETE parent company debt against distributions it receives from its affiliates, approximated 3.1x in 2013. In December 2013, ETE's board authorized the repurchase by ETE of up to $1 billion of its common units at its discretion. As of April 30, 2014, ETE had repurchased $750 million of its units. Furthermore, ETE has committed to purchase roughly $400 million of RGP common units in support of RGP's upcoming acquisition of Eagle Rock Midstream assets. Fitch expects ETE to use revolver drawdowns and issue new debt to fund these purchases. As a result, leverage will likely increase to 4.0x in 2014 and thereafter be maintained in the 3.0x to 4.0x range. A material weakening in leverage metrics beyond 4.5x could result in a negative rating action. On Feb. 19, 2014, ETE and ETP completed the transfer of TLNG to ETE in exchange for the redemption of $1 billion of ETP LP units held by ETE. ETE also anticipates that the Lake Charles Liquefaction project, currently being developed by ETE and ETP on a 60/40 ownership basis will be contributed to TLNG at the closing of project construction and related financing arrangements which are anticipated in mid-2015. Management expects that the export facility will be project-financed and its debt non-recourse to ETE. Fitch views the transaction as credit neutral for ETE, ETP, and PEPL. Liquidity is Adequate: ETE has access to a $1.2 billion secured five-year revolving credit facility that matures in October 2018. ETE's operating affiliates have significant operating flexibility with adequate liquidity and the ability to fund their planned growth with capital market transactions. Potential uses of the revolver include: funding stock buybacks, future acquisitions, and to initiate organic growth projects not financed at the MLPs. ETE has no debt maturing until 2018. At May 19, 2014, $655 million was drawn under the revolver. The ETE revolver and term loan have two financial covenants: a maximum leverage ratio of 6.0 to 1.0; 7.0 to 1.0 during a specified acquisition period and fixed charge coverage ratio of 1.5 to 1.0. ETE notes, term loan and credit facility are secured by a first priority interest in all tangible and intangible assets of ETE, including its ownership interests in ETP, RGP, and TLNG. Rating Sensitivities: Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- ETE parent company debt to EBITDA maintained below 1.5x; -- Improving credit profiles at ETP and RGP. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Increasing ETE parent company leverage above 4.5x; -- Weakening credit profiles at ETP and RGP. ENVISION HEALTHCARE: Moody's Hikes Corporate Family Rating to B1 ---------------------------------------------------------------- Moody's investors Service upgraded Envision HealthCare Corporation's Corporate Family Rating to B1 from B2 and Probability of Default Rating to B1-PD from B2-PD. Moody's also upgraded the ratings on Envision's senior secured term loan to Ba3 from B1 and senior unsecured notes to B3 from Caa1. Furthermore, the rating outlook was changed to positive from stable. Moody's affirmed the Speculative Grade Liquidity Rating at SGL-1. "The improvements in the company's credit metrics through earnings growth and debt repayment following the company's initial public offering in 2013 supports the upgrade", said Ron Neysmith, a Moody's Senior Analyst. "Furthermore, significant new contract wins and the company's willingness to use free cash flow for acquisitions without using incremental debt, will further improve credit metrics in the near-term." The following ratings have been upgraded: Corporate Family Rating to B1 from B2 Probability of Default Rating to B1-PD from B2-PD Senior secured term loan due 2018 to Ba3 (LGD 3, 42%) from B1 (LGD 3, 35%) Senior unsecured notes due 2019 to B3 (LGD 5, 87%) from Caa1 (LGD 5, 83%) Rating affirmed: Speculative Grade Liquidity rating at SGL-1 Rating Rationale The B1 Corporate Family Rating reflects Envision's solid credit metrics and Moody's expectation that such metrics will continue to improve modestly as strong free cash flow will allow the company to grow its operations without the use of incremental debt. Moody's also acknowledges Envision's considerable scale and geographic diversification in its two primarily segments -- physician staffing and medical transport -- which are otherwise very fragmented among other providers. The rating also reflects Moody's concerns with the uncertainty around healthcare reform and the potential for greater Medicare reimbursement cuts. The positive outlook incorporates Moody's view that EBITDA margins and leverage will likely improve as the company benefits from the recent growth in new contracts and acquisitions. Moody's anticipates that Envision will use its strong free cash flow to continue to fund small to moderately sized acquisitions and expand into new service areas. Moody's could upgrade the rating if the company experiences continued favorable growth in both revenues and EBITDA, which result in debt to EBITDA sustained below 4.0 times. Furthermore, an upgrade would be contingent upon Moody's expectation that Envision will continue to maintain a conservative financial policy, given that the company remains predominately controlled by private equity. Conversely, if the company pursues material debt-financed acquisitions or shareholder initiatives, Moody's could downgrade the rating. In addition, a deterioration in the company's liquidity profile and/or material negative developments in the reimbursement environment could result in a downgrade. More specifically, the rating could be downgraded if the company's debt to EBITDA increases above 5.0 times on a sustained basis Envision is a leading provider of emergency medical services in the U.S. Envision operates through three business segments: EmCare is the company's emergency department and hospital physician outsourcing segment, AMR is a leading provider of medical transport in the U.S, and Evolution Health is an emerging provider of comprehensive physician-led post-hospital management solutions. EXIDE TECH: Wants Plan Exclusivity Extended Until July 31 --------------------------------------------------------- Exide Technologies asks the U.S. Bankruptcy Court for the District of Delaware to further extend its exclusive periods to: a) file a Chapter 11 plan of reorganization until July 31, 2014; and b) solicit acceptances of that plan until Sept. 30, 2014. A hearing is set for July 2, 2014 at 11:00 a.m. (Eastern) to consider the Debtor's request for extension of time. Objections, if any, are due May 30, 2014 at 4:00 p.m. (Eastern). The Debtor's current deadline to file a Chapter 11 plan will expire on May 31, 2014, absent an extension. According to the Debtor, the requested exclusivity extension is entirely appropriate. The Debtor said it has done exactly what it set out to do at the outset of this case: formulate a business plan to serve as: i) a roadmap for a continuing turnaround, and ii) a platform for a confirmable plan of reorganization. The Debtor notes it delivered that business plan by the March 10, 2014 deadline under its debtor-in-possession financing facility after having rolled it out to its key secured and unsecured creditor constituencies through a highly iterative multi-month process involving numerous in-person and telephonic meetings with advisors and principals from these groups. Kristhy M. Peguero, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, says the Debtor's Board of Directors reviewed the updated business plan on May 7, 2014, and the Debtor delivered it to the advisors to the unofficial committee of senior secured noteholders, the agent under the DIP facility, and the advisors to the official committee of unsecured creditors within 24 hours thereafter. On May 12, 2014, the Debtor delivered the business plan to those members of the unofficial committee who have agreed to restrict themselves from trading in the Debtor's securities, says Ms. Peguero. The unofficial committee of senior secured noteholders retained as counsel: Alice Belisle Eaton, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Tel: 212-373-3125 Fax: 212-492-0125 Email: aeaton@paulweiss.com - and - Pauline K. Morgan, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 King Street Wilmington, DE 19801 Tel: 302-571-6707 Fax: 302-576-3318 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. FIRST FINANCIAL: Three Directors Elected at Annual Meeting ---------------------------------------------------------- The 2014 Annual Meeting of the shareholders of First Financial Service Corporation was held on May 21, 2014. At the meeting, J. Stephen Mouser, Gregory S. Schreacke and Michael L. Thomas were elected as directors of the Corporation for three-year terms. The shareholders approved the compensation of the Company's executive officers and selected every year as the desired frequency of future advisory vote on executive compensation. The selection of Crowe Horwath LLP as the independent registered public accountants for the year ending Dec. 31, 2014, was ratified. A copy of the presentation made at the 2014 Annual Meeting of the shareholders of First Financial is available for free at: http://is.gd/sXXZQK About First Financial Elizabethtown, Kentucky-based First Financial Service Corporation is the parent bank holding company of First Federal Savings Bank of Elizabethtown, which was chartered in 1923. The Bank serves six contiguous counties encompassing central Kentucky and the Louisville metropolitan area, through its 17 full-service banking centers and a commercial private banking center. In its 2012 Consent Order, the Bank agreed to achieve and maintain a Tier 1 capital ratio of 9.0 percent and a total risk-based capital ratio of 12.0 percent by June 30, 2012. "At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53% and the total risk-based capital ratio was 12.21%. We notified the bank regulatory agencies that one of the two capital ratios would not be achieved and are continuing our efforts to meet and maintain the required regulatory capital levels and all of the other consent order issues for the Bank," the Company said in its annual report for the year ended Dec. 31, 2012. First Financial Service reported a net loss attributable to common shareholders of $313,000 in 2013, a net loss attributable to common shareholders of $9.44 million in 2012 and a net loss attributable to common shareholders of $24.21 million in 2011. The Company's balance sheet at March 31, 2014, showed $836.89 million in total assets, $801.85 million in total liabilities and $35.04 million in total stockholders' equity. FISKER AUTOMOTIVE: AlixPartners to Provide IP Valuation Services ---------------------------------------------------------------- The Bankruptcy Court authorized FAH Liquidating Corp., et al., f/k/a Fisker Automotive Holdings, Inc., to employ AlixPartners, LLP, to provide intellectual property valuation services, nunc pro tunc to March 26, 2014. AlixPartners will advise the Debtors with respect to their analysis and valuation of intellectual property formerly owned by the Debtors. The Debtors believe that analysis will also help facilitate discussions around potential settlements among the Debtors, the Committee, Hybrid Technology, LLC, and their respective advisors. Specifically, AlixPartners will: (a) evaluate and, if requested, provide expert testimony on the value of intellectual property (including patents, trademarks, and copyrights) owned by the Debtors immediately prior to the sale of substantially all of its assets to one or more affiliates of Wanxiang America Corp., including with respect to intellectual property arising under the laws of the United States and intellectual property arising under jurisdictions outside of the United States, including China, Germany, and the European Union, and an allocation of value as between the U.S. IP and the Non-U.S. IP.; (b) provide assistance in the Chapter 11 cases, including by depositions or testimony before the Court and production or submission of expert reports or other documents, each with respect to matters that are within the scope of this engagement and within AlixPartners' area of testimonial competencies; and (c) assist with other related matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. The Debtors maintained that the services AlixPartners will provide will not duplicate the services that other professionals will be providing to the Debtors in these chapter 11 cases. The narrow scope of AlixPartners' engagement by the Debtors -- to provide intellectual property valuation services -- does not overlap with the engagements of any of the Debtors' other professionals, the Debtors told the Court. AlixPartners' discounted hourly rates: Billing Category Hourly Rate ---------------- ---------- Managing Directors $675-$795 Directors $540-$595 Vice Presidents $450-$495 Associates $350-$395 Analysts $250-$295 In addition to compensation for professional services, AlixPartners is entitled to reimbursement by the Debtors for reasonable expenses incurred in connection with the performance of its engagement under the Engagement Letter. AlixPartners will not be entitled to any indemnification for any losses, liabilities, claims, expenses, and damages incurred by it resulting from bad faith, wilful misconduct, or gross negligence. "To the best of my knowledge, information and belief, insofar as I have been able to ascertain after reasonable inquiry, neither I nor any of AlixPartners' employees: (a) have any connection with the Debtors, their creditors, the United States Trustee for the District of Delaware (the "U.S. Trustee"), or any other Potential Parties in Interest in these Chapter 11 cases or their respective attorneys or accountants; or (b) are related or connected to any United States Bankruptcy Judge for the District of Delaware, any of the District Judges for the District of Delaware who handle bankruptcy cases, the U.S. Trustee, or any employee in the Office of the U.S. Trustee," Bruce Den Uyl, managing director of AlixPartners stated in an affidavit in support of the Application. He also assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, as required by Section 327(a) of the Bankruptcy Code. The firm can be reached at: Bruce Den Uyl Managing Director ALIXPARTNERS, LLP 2000 Town Center, Suite 2400 Southfield, MI 48075 E-mail: bdenuyl@alixpartners.com About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On Nov. 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Emerald Capital Advisors Corp. is the financial advisors for the Committee. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. On Feb. 19, 2014, the Bankruptcy Court approved the sale of Fisker's assets to Wanxiang America Corporation. The sale closed on March 24. The sale to Wanxiang is valued at approximately $150 million, Fisker said in a news statement. On March 27, 2014, the Court authorized Fisker Automotive Holdings to change its name to FAH Liquidating Corp. and its affiliate, Fisker Automotive Inc., to FA Liquidating Corp., following the sale. As reported by the TCR on May 19, 2014, the Debtors filed a revised plan and disclosure statement with the Bankruptcy Court incorporating settlement with Hybrid Tech Holdings LLC. FLORIDA GAMING: Receiver Wants to be Relieved from Duties --------------------------------------------------------- BankruptcyData reported that David Jonas, the Court-appointed receiver of Florida Gaming, filed with the U.S. Bankruptcy Court a motion to be relieved from receivership duties, including the requirement to maintain surety bonds, nunc pro tunc to April 30, 2014 (the date of the closing of the sale of the Debtors' assets to Fronton Holdings). The Receiver took possession of the real and personal property of Centers which was encumbered by, among other things, the mortgages of the Prepetition Lenders, BData relates. The Sale Order authorized the sale of substantially all of the Debtors' property, including, but not limited to the Receivership Property, to Fronton and the sale closed on April 30, 2014, BData said. The proceeds from the sale are being held by the Debtors, and Mr. Jonas has been retained by Fronton, on a temporary basis, to provide management services during the post-closing time period. Due to the fact that all of the property subject to the Receiver Order was sold to Fronton, the Receiver no longer has any receivership duties in these Chapter 11 Cases, as of the closing of the sale on April 30, 2014, the motion said, according to BData. About Florida Gaming Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company disclosed debt of $138.3 million and assets of $180 million in its petition. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Bankruptcy Judge Robert A. Mark oversees the case. Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents Florida Gaming. ABC Funding, LLC, as Administrative Agent for a consortium of prepetition lenders, and the prepetition lenders are represented by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., in Miami, Florida. The Prepetition Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master Fund II, L.P. Counsel to the Official Joint Committee of Unsecured Creditors are Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., in Miami, Florida. FREEPORT TECHNOLOGIES: Case Summary & 20 To Unsecured Creditors --------------------------------------------------------------- Debtor: Freeport Technologies, Inc. 470 Springpark Place, Suite 100 Herndon, VA 20170 Case No.: 14-11922 Chapter 11 Petition Date: May 20, 2014 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Brian F. Kenney Debtor's Counsel: Kevin M. O'Donnell, Esq. HENRY & O'DONNELL, P.C. 300 N. Washington Street, Suite 204 Alexandria, VA 22314 Tel: (703) 548-2100 Fax: (703) 548-2105 Email: kmo@henrylaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Donald J. Orndorff, chief financial officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb14-11922.pdf FRESH & EASY: Disclosure Statement Approval Hearing on May 30 ------------------------------------------------------------- Old FENM Inc., f/k/a Fresh & Easy Neighborhood Market Inc., and Old FEPC LLC, f/k/a Fresh & Easy Property Company LLC, have filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement explaining their joint plan of reorganization. A hearing is scheduled on May 30, 2014, at 11:00 a.m. to consider approval of the Disclosure Statement. The Debtors filed the reorganization plan, without the disclosure statement, on April 21, 2014. The Plan effectuates a global settlement of claims with the Debtors' ultimate parent, Tesco Plc. Pursuant to the settlement, Tesco has agreed to subordinate recoveries on over $581 million in claims against the Debtors and to contribute assets from Old FEPC LLC to Old FENM Inc. so that all other allowed claims against the Debtors can be paid in full in cash, and the Plan provides for the general release of all claims by the Debtors and their creditors against Tesco and its representatives and affiliates. The Debtors commenced these bankruptcy cases with the intention of selling their grocery operations as a going concern business to maximize value and preserve as many jobs for the Debtors' employees as possible. The Debtors accomplished this goal when they closed the sale (the "YFE Sale") of the Debtors' ongoing operations to YFE Holdings, Inc., a company associated with the Yucaipa Companies, LLC, on Nov. 26, 2013. As part of the consideration for the YFE Sale, the Debtors received warrants executable for 22.5 percent of YFE's outstanding equity at the time of the YFE Sale. Having concluded the majority of the Sales, as of the Effective Date of the Plan, the Debtors estimate they will have approximately $101 million in Cash on hand, plus remaining miscellaneous assets to be sold with an estimated value of approximately $271,500 and the warrants. The Debtors estimate that allowed general unsecured claims amounted to $40.51 million. No property will be distributed to or retained by the holders of allowed interests in Class 5, and those Interests will be canceled on the Effective Date. The Debtors request that the Court approve the Disclosure Statement as providing "adequate information" in accordance with Section 1125 of the Bankruptcy Code. The Debtors maintain that the Plan satisfies the "best interests" test, because (i) the plan renders all holders of Claims unimpaired, and, therefore, each Class of Claims is presumed to have accepted the Plan in accordance with Section 1126(f) and (ii) as set forth in Exhibit II, there would be no distributions on account of Class 5 Interests if the Debtors were liquidated in accordance with the provisions of Chapter 7 of the Bankruptcy Code. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Fresh_Easy_738_DS.pdf About Fresh & Easy Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors estimated assets of at least $100 million and liabilities of at least $500 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. FTI Consulting, Inc. serves as its financial advisor. The Debtors closed, on or about Nov. 26, 2013, the sale of about 150 supermarkets plus a production facility in Riverside, California, to Ron Buckle's Yucaipa Cos. Pursuant to the sale terms, the bankruptcy company changed its name, and the name of the case, to Old FENM Inc. GENERAL MOTORS: Union Says New Co. Still Owes $450M in Benefits --------------------------------------------------------------- Law360 reported that the United Auto Workers representing General Motors LLC workers urged the Sixth Circuit to revive a breach of contract suit alleging GM skirted $450 million in owed retiree medical benefits, arguing a lower court wrongly ruled that GM was freed of the debt when it emerged from bankruptcy. According to the report, the UAW, in a reply brief, said the restructured General Motors assumed the $450 million obligation for retiree benefits from its pre-bankruptcy predecessor General Motors Co., when it agreed to purchase Old GM's assets out of bankruptcy. The $450 million obligation originated from a deal that the UAW and Old GM struck in 2007 as part of the restructuring of GM's former auto parts subsidiary Delphi Corp., the report related. The case is UAW v. General Motors LLC, Case No. 14-1019 (6th Cir.). 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. GETTY IMAGES: Bank Debt Trades at 4% Off ---------------------------------------- Participations in a syndicated loan under which Getty Images Inc. is a borrower traded in the secondary market at 96.21 cents-on- the-dollar during the week ended Friday, May 23, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.73 percentage points from the previous week, The Journal relates. Getty Images Inc. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 14, 2019, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. GLOBAL AVIATION: To Sell Remaining Assets at Auction ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Global Aviation Holdings Inc., which stopped most charter airline operations when lender Cerberus Business Finance LLC halted financing, is arranging several auctions to sell aircraft parts and other assets not being purchased by charter carrier Omni Air International Inc. According to the report, Global hired auctioneers to conduct auctions at the headquarters in Peachtree, Georgia, and at warehouses in Tampa, Florida; Morrow, Georgia, and possibly in Leipzig, Germany. As previously reported by The Troubled Company Reporter, Omni Air will take over two aircraft leases and buy some of Global Aviation's assets, including spare parts. Omni will pay about $11 million in installments, assuming the bankruptcy court in Delaware approves the sale at a May 28 hearing. About Global Aviation Holdings Global Aviation Holdings Inc. -- http://www.glah.com-- the parent company of North American Airlines and World Airways, sought Chapter 11 bankruptcy protection on Nov. 12, 2013. North American Airlines, founded in 1989, operates passenger charter flights using B767-300ER aircraft. Founded in 1948, World Airways -- http://www.woa.com-- operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. The parent of World Airways Inc. and North American Airlines Inc. implemented a prior Chapter 11 reorganization in February 2013. The new case is In re Global Aviation Holdings Inc., 13-12945, U.S. Bankruptcy Court, District of Delaware (Wilmington). The prior case was In re Global Aviation Holdings Inc., 12-bk-40783, U.S. Bankruptcy Court, Eastern District New York (Brooklyn). Peachtree City, Georgia-based Global blamed the new bankruptcy on decreased flying for the government that reduced revenue for the first nine months of this year to $354 million from $486 million in the same period of 2012. The 2013 petition shows assets and debt both exceeding $500 million. In the first bankruptcy, Global listed $589.8 million in assets and debt of $493.2 million. In the 2013 case, the Debtors are represented by Kourtney Lyda, Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware. The first lien agent is represented by Michael L. Tuchin, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. Wells Fargo Bank, National Association, agent to the second lienholders and third lienholders, is represented by Mildred Quinones-Holmes, Esq., at Thompson Hines LLP, in New York. The Deal reported that World Airways Inc. ceased operations on March 27, 2014, after its bankrupt parent was unable to secure necessary funding to keep the charter operator airborne. GMG CAPITAL: Creditors Have Until June 27 to File Claims -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York issued an order establishing June 27, 2014, as the bar date for all persons and entities that assert a claim against (i) GMG Capital Partners III, L.P. and GMG Capital Partners III Companion Fund, L.P., which arose on or prior to the Sept. 10, 2013 Petition Date, and (ii) GMG Capital Investments, LLC, and GMS Capital Partners II, L.P., which arose on prior to the Nov. 14, 2013 Petition Date, to file a proof of that claim in writing. About GMG Capital Partners GMG Capital Partners III, L.P., and GMG Capital Partners III Companion Fund, L.P., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10, 2013. Stuart M. Bernstein oversees the Debtor's case. Olshan Frome Wolosky LLP represents the Debtor its Chapter 11 Bankruptcy Case. GMG Capital Partners III disclosed $21,696,757 in assets and $7,877,498 in liabilities as of the Chapter 11 filing. GRACE OF GOD MINISTRIES: Case Summary & 7 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Grace of God Ministries International, Inc. 3900 48th Street Bladensburg, MD 20710 Case No.: 14-18245 Chapter 11 Petition Date: May 21, 2014 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Paul Mannes Debtor's Counsel: Steven H. Greenfeld, Esq. COHEN, BALDINGER & GREENFELD, LLC 2600 Tower Oaks Blvd., Suite 103 Rockville, MD 20852 Tel: (301) 881-8300 Fax: (301) 881-8350 Email: steveng@cohenbaldinger.com Total Assets: $1.26 million Total Liabilities: $3.19 million The petition was signed by Rosalind O. Phillips, president. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb14-18245.pdf H & L MEDICAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: H & L Medical Specialist, Inc. 3014 N. Hayden Road #103 Scottsdale, AZ 85251 Case No.: 14-07886 Chapter 11 Petition Date: May 22, 2014 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Madeleine C. Wanslee Debtor's Counsel: Cindy Lee Greene, Esq. CARMICHAEL & POWELL, P.C. 7301 N. 16th Street, Suite 103 Phoenix, AZ 85020 Tel: 602-861-0777 Fax: 602-870-0296 Email: c.greene@cplawfirm.com Total Assets: $606,984 Total Liabilities: $3.15 million The petition was signed by Herbert Greenbeck, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb14-07886.pdf HDG MANSUR: Case Summary & Largest Unsecured Creditors ------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- HDGM Advisory Services, LLC 14-04797 10 West Market Street, Suite 1200 Indianapolis, IN 46204 HDG Mansur Investment Services, Inc. 14-04798 10 West Market Street, Suite 1200 Indianapolis, IN 46204 Type of Business: Real Estate Chapter 11 Petition Date: May 21, 2014 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Hon. James M. Carr Debtors' Counsel: Michael W. Hile, Esq. Christine K. Jacobson, Esq. Henry Mestetsky, Esq. KATZ & KORIN PC 334 N. Senate Ave. Indianapolis, IN 46204-1708 Tel: 317-464-1100 Fax: 317-464-1111 Email: mhile@katzkorin.com cjacobson@katzkorin.com hmestetsky@katzkorin.com Estimated Estimated Assets Liabilities ----------- ----------- HDGM Advisory Services, LLC $1MM-$10MM $1MM-$10MM HDG Mansur Investment Services $1MM-$10MM $100MM-$500MM The petitions were signed by William Robert Echols, authorized representative. List of HDGM Advisory Services's eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Al-Muthanna Investment Company $98,077,160 Attn: Bankruptcy Department P.O. Box 3946, Safat 13040 Kuwait GPIF-I Equity Co., Ltd. $5,818,682 c/o Bank of Bermuda (Cayman) Ltd. P.O. Box 513 GT Georgetown, Grand Cayman, CI Ice Miller, LLP $7,056 Harold D. Garrison Revocable Trust $6,995 GPIF-I Finance Co. Ltd. $1 Finzel Reach Limited $1 Bristol Holdings Company, LLP $1 Kuwait Finance House Real Estate Company $1 List of HDG Mansur Investment Services' 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Al-Muthanna Investment Company $98,077,160 Attn: Bankruptcy Department P.O. Box 3946, Safat 13040 Kuwait GPIF-I Equity Co. Ltd. $5,818,682 c/o Bank of Bermuda (Cayman) Ltd. P.O. Box 513 GT Georgetown, Grand Cayman, CI State Bank of Lizton $2,525,618 Attn: Bankruptcy Department 206 North State Street Lizton, IN 46149 Harold D. Garrison Revocable Trust $1,307,885 Attn: Bankruptcy Department 10 West Market Street, Suite 1200 Indianapolis, IN 46240 HDG Mansur Properties, Inc. $412,933 Attn: Bankruptcy Department 10 West Market Street, Suite 1200 Indianapolis, IN 46204 National Bank of Indianapolis $111,418 Katz, Sapper & Miller $15,125 Ice Miller, LLP $9,189 Air Watch, LLC $310 IU Health Occupational Services $138 Denison Parking, Inc. $32 GPIF-I Finance Co., Ltd. $1 Kuwait Finance House Real Estate Company $1 Finzel Reach Limited $1 Bristol Holdings Company, LLP $1 HDGM ADVISORY: Sharia Fund Manager Files Ch. 11 to Halt Judgment ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that HDGM Advisory Services LLC and HDG Mansour Investment Services Inc., managers for investment funds that comply with Muslim Sharia law, filed petitions for Chapter 11 protection in Indianapolis on May 21 to fend off a $5.2 million judgment. According to the report, the judgment stemmed from a lawsuit filed in federal district court in New York in January 2013 by funds previously managed by the bankrupt companies. The funds alleged that HDGM paid itself more than $5.8 million to which it wasn't entitled just before being terminated as manager, according HDGM's description of the suit, the report related. The lawsuit also alleged that Harold Garrison, an HDGM principal, knew about and helped cover up the payment, the report further related. On May 16, the district court awarded damages of $5.2 million in favor of the funds, with a trial on remaining issues scheduled for May 27, the report said. The Chapter 11 case is In re HDGM Advisory Services LLC, 14-bk- 04797, U.S. Bankruptcy Court, Southern District of Indiana (Indianapolis). The adversary proceeding to stop the suit against Garrison is HDG Mansur Investment Services Inc. v. GPIF-I Equity Co. LTD., 14-ap- 50097, U.S. Bankruptcy Court, Southern District of Indiana (Indianapolis). HDOS ENTERPRISES: Wants Plan Filing Date Extended to Aug. 4 ----------------------------------------------------------- HDOS Enterprises, owner of the Hot Dog on a Stick restaurants, asked the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, to extend until Aug. 4 the period where it has exclusive right to file a plan and until Oct. 3 the period where it has exclusive right to solicit acceptances of that plan. The Debtor said in court papers that it continues to pursue a sale of its assets, and its financial consultants began the process of marketing the company and generating interest from potential buyers. The Debtor added that it is currently in the process of finalizing lease amendments for 44 store locations, which are projected to save them approximately $1,088,000 in rent annually. The Debtor further said ownership by an employee stock-ownership plan creates tax and other problems that complicate an emergence from bankruptcy, especially in the context of a sale. A hearing on the motion will be held on May 27 at U.S. Bankruptcy Court in Los Angeles. 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 Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HEALOGICS INC: Moody's Places B2 CFR on Review for Downgrade ------------------------------------------------------------ Moody's Investors Service placed the ratings of Healogics, Inc.'s. under review for downgrade, including the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating and all debt instrument ratings. The review was prompted by the announcement that Healogics has agreed to be acquired in a leveraged buyout led by private equity investor Clayton, Dubilier and Rice. The transaction is valued at approximately $910 million, including the assumption of about $400 million in debt. The transaction is expected to close in the third quarter of 2014. The following ratings were placed under review for downgrade: Healogics, Inc: Corporate Family Rating at B2 Probability of Default Rating at B2-PD $30 million first lien revolver expiring 2018 at B1 (LGD 3, 35%) $290 million first lien term loan due 2019 at B1 (LGD 3, 35%) $110 million second lien term loan due 2020 at Caa1 (LGD 5, 87%) Rating Rationale At this time, financing details have not been provided and Healogics could have higher financial leverage following the pending sale. Moody's review will focus primarily on the amount and terms of the financing for the acquisition. In particular, Moody's will evaluate the financial flexibility of Healogics based on the size of its new debt load and capital structure. Healogics' B2 Corporate Family Rating (currently under review) reflects the company's small revenue base of less than $300 million, high financial leverage, (incorporating Moody's standard accounting adjustments), along with a shareholder friendly financial policy. The rating is also constrained by the small size, its narrow focus on wound care management and the early stage of development of the wound care market. The rating benefits from good customer and geographic diversification and no direct government pay reimbursement risk. Headquartered in Jacksonville, Fl., Healogics provides management services and the latest technology and expertise in wound healing to its client hospitals. The company partners with hospitals to establish, staff and run specialized wound care centers that treat patient with chronic, non-healing wounds brought on primarily by old-age and ailments such as diabetes and obesity. Healogics is owned by private equity sponsor Metalmark Capital HERITAGE PARTNERS: Stroock Ducks $80M Malpractice Suit ------------------------------------------------------ Law360 reported that a New York judge dismissed an $80 million malpractice lawsuit accusing Stroock & Stroock & Lavan LLP of failing to recommend bankruptcy proceedings to a New York condo developer dealing with a problematic loan, describing the case as pure speculation. According to the report, Judge Shirley Werner Kornreich rejected Heritage Partners LLC's claims that if Stroock had advised it to refinance a $47 million debt in Chapter 11 proceedings, the developer would not have lost its controlling interest in a troubled multifamily project. According to the judge, that argument was mere conjecture and not built on any real facts, the report related. Heritage alleged Stroock had assigned an inexperienced associate to handle its affairs as it slid toward default on a second mezzanine loan taken out on Tribeca Summit, a building it converted into condominiums in 2004, the report further related. Despite Stroock's expertise in handling bankruptcy, it didn't inform the developer of the option to refinance the debt in order to avoid losing ownership of the building to its creditors, Heritage said, the report added. HEXCEL CORP: S&P Raises CCR From 'BB+', Removed From Rating Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on U.S.-based Hexcel Corp. to 'BBB-' from 'BB+' and removed ratings from CreditWatch, where S&P placed them with positive implications on April 9, 2014. The outlook is stable. "The upgrade is based on steadily improving profitability over time due to higher volumes, but also improved operating efficiency thanks to the company's efforts to reduce cost and improve productivity," said Standard & Poor's credit analyst Chris Mooney. Hexcel's EBITDA margins, which were 21.6% in 2013, compare favorably to the aerospace and defense industry average of 10%-18% and have improved every year since 2008, when they were 15%. Standard & Poor's expects Hexcel to continue to generate above- average profitability--with a volatility pattern that is in line with or somewhat less than industry peers--because of successful cost controls, including reduced idle time at factories, increased use of in-house carbon fiber, and scrap reduction, combined with end-markets that are relatively uncorrelated. S&P believes these factors are enough to offset potential volatility in profitability stemming from Hexcel's early position in the supply chain, evidenced by historical data from 2007-2013. The stable outlook incorporates Standard & Poor's view that leverage could increase to fund acquisitions or shareholder rewards now that free cash flow will likely be positive for the foreseeable future following years of heavy investment to support new programs. Still, S&P believes credit metrics will remain appropriate or better for the rating over the next two years, with debt to EBITDA remaining below 2.5x. HOSPITALITY STAFFING: Case Removal Period Extended to June 23 ------------------------------------------------------------- Hospitality Liquidation I, LLC, formerly known as HHS Holding, LLC, obtained an order extending the deadline by which only Hospitality Liquidation and their affiliates may remove actions, pursuant to 28 U.S.C. Sec. 1452(a) and Bankruptcy Rules 9006(b) and 9027, through and until June 23, 2014. About Hospitality Staffing Solutions Hospitality Staffing Solutions, LLC (HSS) -- http://www.hssstaffing.com-- is a hospitality staffing company. Established in 1990, the company's team of hotel industry experts works with 4 and 5 star properties in 35 states and 62 markets across the country. Hospitality Staffing Solutions and various affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon. The Debtors are represented by Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq., Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul Ewing LLP, in Philadelphia, Pennsylvania. The Debtors' financial advisor is Conway Mackenzie, Inc., and their investment banker is Duff & Phelps Corp. Epiq Systems, Inc., is the Debtors' claims and noticing agent. HSS Holding disclosed assets of undetermined amount and liabilities of $22,910,994. The investor group is providing DIP financing. They are represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq., at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware. Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the Bankruptcy Court that she was unable to appoint a committee of unsecured creditors in the Debtors' cases as there was insufficient response to the U.S. Trustee communication/contact for service on the committee. The Debtors filed for bankruptcy to facilitate a sale of the business to HS Solutions Corporation, an entity formed by LJC Investments I, LLC and a group of investors including Littlejohn Opportunities Master Fund, L.P., Caymus Equity Partners and Management, and SG Distressed Debt Fund LP. The investor group acquired $22.9 million of the secured bank debt on Oct. 11, 2013. That debt is in default. The asset purchase agreement with HS Solutions was approved by the Court on Dec. 13, 2013. The sale closed on Jan. 24, 2014. HOSPITALITY STAFFING: Plan Filing Exclusivity Extended to June 27 ----------------------------------------------------------------- Hospitality Liquidation I, LLC, formerly known as HHS Holding, LLC, and its debtor-affiliates obtained an order extending their exclusive period to file a Chapter 11 plan until June 27, 2014. The period wherein the Debtors have the exclusive right to solicit acceptances of the Chapter 11 plan is extended through Aug. 22, 2014. As reported in the May 7, 2014 edition of the TCR, Mark Minuti, Esq., at Saul Ewing LLP, the attorney for the Debtors, said in a court filing, "As of the Petition Date, the Debtors employed approximately 6,700 employees. Moreover, as of Nov. 25, 2013, the Debtors' books and records reflected significant assets and liabilities. In addition to size, the Debtors' cases are complex and have involved, inter alia, significant insurance, customer and employee issues and issues related to the sale and liquidation of substantially all of the Debtors' assets. While the Debtors have addressed many of these issues to date, certain critical issues remain and the Debtors require additional time to focus on addressing these issues, administering remaining assets and determining the best course for these cases going forward." About Hospitality Staffing Solutions Hospitality Staffing Solutions, LLC (HSS) -- http://www.hssstaffing.com-- is a hospitality staffing company. Established in 1990, the company's team of hotel industry experts works with 4 and 5 star properties in 35 states and 62 markets across the country. Hospitality Staffing Solutions and various affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon. The Debtors are represented by Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq., Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul Ewing LLP, in Philadelphia, Pennsylvania. The Debtors' financial advisor is Conway Mackenzie, Inc., and their investment banker is Duff & Phelps Corp. Epiq Systems, Inc., is the Debtors' claims and noticing agent. HSS Holding disclosed assets of undetermined amount and liabilities of $22,910,994. The investor group is providing DIP financing. They are represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq., at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware. Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the Bankruptcy Court that she was unable to appoint a committee of unsecured creditors in the Debtors' cases as there was insufficient response to the U.S. Trustee communication/contact for service on the committee. The Debtors filed for bankruptcy to facilitate a sale of the business to HS Solutions Corporation, an entity formed by LJC Investments I, LLC and a group of investors including Littlejohn Opportunities Master Fund, L.P., Caymus Equity Partners and Management, and SG Distressed Debt Fund LP. The investor group acquired $22.9 million of the secured bank debt on Oct. 11, 2013. That debt is in default. The asset purchase agreement with HS Solutions was approved by the Court on Dec. 13, 2013. The sale closed on Jan. 24, 2014. HOWREY LLP: Creditors Slam Trustee's $4.2-Mil. Deal --------------------------------------------------- Law360 reported that a group of Howrey LLP unsecured creditors urged a California bankruptcy judge to block the $4.2 million settlement between the now-defunct firm's trustee and former equity partners, arguing that the court needs to decide whether to remove the trustee first. According to the report, the unsecured creditors' objection to the settlement over compensation the partners received while the firm was still operating but insolvent came just two days after they asked the court to remove trustee Allan B. Diamond after his firm Diamond McCarthy LLP hired an attorney they said already represents them in the bankruptcy proceeding. Advanced Discovery LLC, Give Something Back Inc., Howrey Claims LLC, Kent Daniels and Associates Inc., L.A. Best Photocopies Inc., Matura Farrington Staffing Services Inc. and Western Messenger Inc. argued that the hiring of former Greenfield Sullivan Draa & Harrington LLP named partner Christopher Sullivan was completed without the court's approval and presents a conflict of interest that warrants disqualification, the report related. As previously reported by The Troubled Company Reporter, a group of former Howrey partners agreed to pay more than $4.2 million to the defunct law firm's bankruptcy estate through a settlement. The proposed settlement includes contributions of between $21,000 and $192,000 each from 60 of the firm's former equity partners. About Howrey LLP Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Cal. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March 2011. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The involuntary chapter 7 petition was converted to a chapter 11 case in June 2011 at the request of the firm. In its schedules filed in July, the Debtor disclosed assets of $138.7 million and liabilities of $107.0 million. Representing Citibank, the firm's largest creditor, is Kelley Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton & Garrison. Representing Howrey is H. Jason Gold, Esq., a partner at Wiley Rein. The Official Committee of Unsecured Creditors is represented in the case by Bradford F. Englander, Esq., at Whiteford, Taylor And Preston LLP. In September 2011, Citibank sought conversion of the Debtor's case to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee. The Court entered an order appointing a Chapter 11 Trustee. In October 2011, Allan B. Diamond was named as Trustee. He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd Loden, Esq., at Diamond McCarthy LLP as counsel. HUB 1: Case Summary & 12 Largest Unsecured Creditors ---------------------------------------------------- Debtor: The Hub 1, LLC 22 U.S. Highway, Route 6 Port Jervis, NY 12771 Case No.: 14-36053 Chapter 11 Petition Date: May 23, 2014 Court: United States Bankruptcy Court Southern District of New York (Poughkeepsie) Judge: Hon. Cecelia G. Morris Debtor's Counsel: Thomas Genova, Esq. GENOVA & MALIN, ATTORNEYS Hampton Business Center 1136 Route 9 Wappingers Falls, NY 12590-4332 Tel: (845) 298-1600 Fax: (845) 298-1265 Email: genmallaw@optonline.net Total Assets: $2.40 million Total Liabilities: $3.70 million The petition was signed by Dominick Alfieri, managing member. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb14-36053.pdf INTERFAITH MEDICAL: June 9 Hearing on Bid to Dismiss Ch. 11 Case ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York will convene a hearing on June 9, 2014, at 11:00 a.m., to consider the motion filed by Julia James, a former member of Interfaith Medical Center, Inc.'s board of trustees, seeking dismissal of the Chapter 11 case. As previously reported by The Troubled Company Reporter, Ms. James, in support of her motion, argued that "[w]hile it is not a prerequisite for a petitioner for reorganization to allege or show insolvency or inability to pay debts as they mature, the Debtor and its largest secured creditor, the Dormitory Authority of the State of New York have fraudulently petitioned and/or represented to the Court that the Interfaith lacks the ability to pay its debts." Ms. James, acting pro se, alleged that the Debtor knowingly made a false entry relating to its financial affairs, and the Debtor's operating cash was artificially reported low by intentional failure to bill timely. She alleges that loss reserves for Medicaid and Medicare receivables were grossly and materially overstated in order to manipulate income reported in its bankruptcy schedules. As to the Plan, she points out that the Plan is not fair or equitable to unsecured creditors. 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. IRISH BANK: Judge Sontchi Explains Chapter 15 Ruling ---------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware issued an explanation of his ruling in December granting Irish Bank Resolution Corp. Ltd., qualification for Chapter 15 of the U.S. Bankruptcy Code. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that in his explanation filed late April, Judge Sontchi said state ownership doesn't matter because two individuals are delegated to conduct the liquidations. Two creditors appealed Judge Sontchi's December ruling, holding that IBRC is a governmental entity ineligible for Chapter 15. Judge Sontchi added that the Irish proceedings were a combination of judicial and administrative proceedings as required by Section 101(23) of the U.S. Bankruptcy Code, the Bloomberg report related. Ultimate supervision by the Irish courts satisfies other prerequisites, Judge Sontchi said, the Bloomberg report further related. Although the creditors claimed that the Irish proceedings were unfair, Judge Sontchi said there was no evidence indicating the Irish process doesn't afford "procedural due process," the report added. On May 13, Judge Sontchi issued orders approving the sale of: -- certain loan assets collectively called the "Blackrock Loan Assets" to JCS Investment Holdings XIV Limited or its designee; -- certain loan assets collectively called the "Stone U.S. Loans" to Launceston Property Finance Limited, et al.; -- certain loan assets collectively called the "Pebble U.S. Loans" to Clarendon Properties (Overseas) Limited; -- certain loan assets collectively called the "Rock U.S. Loans" to LSREF III Wright Limited, or its designee, JPMorgan Chase Bank, National Association; and -- certain loan assets in tranches two through three of the Sand loan portfolio, solely to the extent those assets pertain to the following types of obligors: obligors residing in the United States, who may have become U.S. citizens or who may have pledged collateral in the U.S., to LSF Irish Holdings XLVII Limited. According to Law360, Irish Bank, through the orders, sold much of its multibillion-dollar loan portfolio, about $1 billion of which is governed by U.S. law. Judge Sontchi, Law360 said, ordered that $36 million of the proceeds from the sale be held for 60 days to allow a group of borrowers who claim IBRC's predecessor overcharged them by millions to seek possible injunctive relief at the appellate level. All objections to the sale motions that have not been overruled, withdrawn, waived, settled or otherwise resolved, are overruled and denied on the merits with prejudice. Dr. Joseph Sheehan and Blackrock Medical Corporation are dismissed without prejudice from the pending adversary proceeding entitled Kieran Wallace, et al. v. John Flynn Sr., et al., Case No. 13- 52547(CSS). Solely with respect to Dr. Joseph Sheehan and Blackrock Medical Corporation, the dismissal will become a dismissal with prejudice concurrently with the withdrawal with prejudice of the same parties from the proceeding entitled John Flynn, Sr., et al. v. National Asset Management Agency, et al., Case No. 13-CV-9035(LAK) pending in the U.S. District Court for the Southern District of New York. About Irish Bank Resolution Irish Bank Resolution Corp., the liquidation vehicle for what was once one of Ireland's largest banks, filed a Chapter 15 petition (Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect U.S. assets of the former Anglo Irish Bank Corp. from being seized by creditors. Irish Bank Resolution sought assistance from the U.S. court in liquidating Anglo Irish Bank Corp. and Irish Nationwide Building Society. The two banks failed and were merged into IBRC in July 2011. IBRC is tasked with winding them down and liquidating their assets. In February, when Irish lawmakers adopted the Irish Bank Resolution Corp., IBRC was placed into a special liquidation in the Irish High Court to complete liquidation and distribution of the two banks' assets. IBRC's principal asset as of June 2012 was a loan portfolio valued at some EUR25 billion (US$33.5 billion). About 70 percent of the loans were to Irish borrowers. Some 5 percent of the portfolio was under U.S. law, according to a court filing. Total liabilities in June 2012 were about EUR50 billion, according to a court filing. Most assets in the U.S. have been sold already. IBRC is involved in lawsuits in the U.S. IBRC was granted protection under Chapter 15 of the U.S. Bankruptcy Code in December 2013. Kieran Wallace and Eamonn Richardson of KPMG have been named the special liquidators. JAMES RIVER: Committee Seeks Approval to Hire LeClairRyan --------------------------------------------------------- James River Coal Company's official committee of unsecured creditors seeks court approval to hire LeClairRyan, A Professional Corporation, as its local counsel effective April 17, 2014. LeClairRyan, in coordination with the company's lead counsel, Akin Gump Strauss Hauer & Feld LLP, will provide these legal services: (a) advise the committee of its rights, powers and duties as a committee elected pursuant to Bankruptcy Code section 1103; (b) prepare on behalf of the committee all necessary and appropriate applications, motions, draft orders, notices, and other pleadings; (c) review all pleadings, financial and other reports filed by the company and advise the committee about their implications; (d) review the nature and validity of any liens asserted against James Rivers' property and advise the committee concerning the enforceability of such liens; (e) investigate the acts, conduct, assets, liabilities, and financial condition of the company, the operation of its businesses and the desirability of the continuance of such businesses, and any other matter relevant to its bankruptcy case, the sale of its assets or to the formulation of a plan; (f) advise the committee regarding the viability of avoidance and other actions that may be filed to collect and recover property for the benefit of its estate; (g) counsel the committee in connection with the formulation, negotiation, and promulgation of the company's plan of reorganization and related documents; (h) advise and assist the committee in connection with any potential property dispositions by the company; (i) advise the committee concerning the company's executory contract and unexpired lease assumptions, assignments, and rejections, and lease restructurings and recharacterizations; (j) commence and conduct any and all litigation necessary or appropriate to assert rights held by the committee and protect assets of the company's estate; and (k) perform all other necessary or appropriate legal services. LeClairRyan will be paid on an hourly basis and will be reimbursed for work-related expenses. The firm's hourly rates range from $395 to $695 for partners, $200 to $395 for associates and $100 to $150 for legal assistants. Jonathan Gold, Esq., a partner at LeClairRyan, assured the court that LeClairRyan is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, and that his firm does not represent interests adverse to the company's creditors or the committee. About James River James River Coal Company is a producer and marketer of coal in the Central Appalachia ("CAPP") and the Midwest coal regions of the United States. James River's principal business is the mining, preparation and sale of metallurgical coal, thermal coal (which is also known as steam coal) and specialty coal. James River and 33 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in Richmond, Virginia, on April 7, 2014. The petitions were signed by Peter T. Socha as president and chief executive officer. Judge Kevin R. Huennekens oversees the Chapter 11 cases. On the petition date, James River Coal disclosed total assets of $1.06 billion and total liabilities of $818.6 million. Davis Polk & Wardwell LLP serves as the Debtors' counsel. Hunton& Williams, LLP, acts as the Debtors' local counsel. Kilpatrick Townsend & Stockton LLP serves as the Debtors' special counsel. Perella Weinberg Partners L.P. is the Debtors' financial advisor. Deutsche Bank Securities Inc. serves as the Debtors' investment banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and administrative agent. The U.S. Trustee for Region 4 has appointed five creditors to the Official Committee of Unsecured Creditors. Michael S. Stamer, Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq., Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at LeClairRyan. The Debtors intend to hold an auction in July 8, 2014 for substantially all of the assets. The Debtors proposed a May 22 deadline for preliminary indications of interest. JAMES RIVER: Committee Taps Blackstone as Investment Banker ----------------------------------------------------------- The Official Committee of Unsecured Creditors of James River Coal Company and its debtor-affiliates asks the U.S. Bankruptcy Court for the Eastern District of Virginia for permission to retain Blackstone Advisory Partners L.P. as its investment banker, nunc pro tunc to April 17, 2014. A hearing is set for May 29, 2014, at 10:00 p.m., (ET) to consider the Committee's request. Objections, if any, must be filed no later than 4:00 p.m., on May 28, 2014. The firm will assist the Committee in the critical tasks associated with guiding through the Debtors' reorganization efforts including, but not limited to, the Debtors' marketing process of its assets and solicitation of a sponsor for a plan of reorganization. The Committee submits that the services of an investment banker are necessary and appropriate to enable it to evaluate the complex financial and economic issues raised by the Debtors' reorganization proceedings and to effectively fulfill its statutory duties. The firm will render these services: a) assist in the evaluation of the Restructuring and asset sale processes, including the identification of potential buyers; b) assist in evaluating the terms, conditions and impact of any proposed Restructuring or asset sale transactions; c) participate in negotiations among the Committee, the Company and its other creditors, suppliers, lessors, regulators and other interested parties; d) value consideration offered by the Company to the unsecured creditors in connection with the sale of the Company's assets or a Restructuring; e) assist in the evaluation of the Company's businesses, prospects and financial projections; f) analyze the Company's financial liquidity and evaluate alternatives to improve such liquidity, including capital markets alternatives; g) assist in the development of financial data and presentations to the Committee; h) analyze alternative restructuring scenarios and the potential impact of these scenarios on the recoveries of the unsecured creditors of the Company; i) provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services; and j) provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a Restructuring as requested and mutually agreed. The Committee will pay the firm a monthly fee of $150,000 in cash, and a restructuring fee equal to $1.75 million. The Committee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The Committee adds the firm has no connection with any Debtor, creditor, other party in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee. The Committee has retained as counsel: Michael S. Stamer, Esq. Alexis Freeman, Esq. Jack M. Tracy, II, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, New York 10036-6745 Tel: (212) 872-1000 Email: mstamer@akingump.com afreeman@akingump.com tracy@akingump.com - and - Charles Gibbs, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201-4624 Tel: (214) 969-2800 Email: cgibbs@akingump.com - and - Jonathan L. Gold, Esq. Christopher L. Perkins, Esq. Christian K. Vogel, Esq. LECLAIRRYAN, A PROFESSIONAL CORPORATION Riverfront Plaza, East Tower 951 East Byrd Street Richmond, VA 23219 Tel: (804) 783-2003 Email: jonathan.gold@leclairryan.com christopher.perkins@leclairryan.com christian.vogel@leclairryan.com About James River James River Coal Company is a producer and marketer of coal in the Central Appalachia ("CAPP") and the Midwest coal regions of the United States. James River's principal business is the mining, preparation and sale of metallurgical coal, thermal coal (which is also known as steam coal) and specialty coal. James River and 33 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in Richmond, Virginia, on April 7, 2014. The petitions were signed by Peter T. Socha as president and chief executive officer. Judge Kevin R. Huennekens oversees the Chapter 11 cases. On the petition date, James River Coal disclosed total assets of $1.06 billion and total liabilities of $818.6 million. Davis Polk & Wardwell LLP serves as the Debtors' counsel. Hunton& Williams, LLP, acts as the Debtors' local counsel. Kilpatrick Townsend & Stockton LLP serves as the Debtors' special counsel. Perella Weinberg Partners L.P. is the Debtors' financial advisor. Deutsche Bank Securities Inc. serves as the Debtors' investment banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and administrative agent. The U.S. Trustee for Region 4 has appointed five creditors to the Official Committee of Unsecured Creditors. Michael S. Stamer, Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq., Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at LeClairRyan. The Debtors intend to hold an auction in July 8, 2014 for substantially all of the assets. The Debtors proposed a May 22 deadline for preliminary indications of interest. JAMES RIVER: Committee Wants to Hire GCG as Information Agent ------------------------------------------------------------- The Official Committee of Unsecured Creditors of James River Coal Company and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Virginia for permission to employ The Garden City Group Inc. as its information agent to provide communication services. A hearing is set for May 29, 2014, at 10:00 p.m., (ET) to consider the Committee's request. Objections, if any, must be filed no later than 4:00 p.m., on May 28, 2014. GCG will establish and maintain an informational website for the Committee until such time as the Committee is dissolved, these chapter 11 cases are dismissed or converted, or until such other time as the Court directs. Although the Debtors have the benefit of the Debtors' agent website, which provides general information concerning these chapter 11 cases, the Committee has determined that the circumstances in these chapter 11 proceedings demonstrate a need, in the interests of the Unsecured Creditors, for such a Committee Website. The firm's professionals and their hourly rates: Professional Hourly Rate ------------ ----------- Administrative, Mailroom and Claims Control $30-$45 Project Administrators $70-$85 Project Supervisors $95-$110 Graphic Support & Technology Staff $100-$150 Project Managers $125-$150 Senior Project Managers and Directors $175-$200 Asst. Vice Presidents, Vice Presidents and above $205 The firm will also charge the Committee a monthly maintenance fee of $200 per month. The Committee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The Committee adds the firm has no connection with any Debtor, creditor, other party in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee. About James River James River Coal Company is a producer and marketer of coal in the Central Appalachia ("CAPP") and the Midwest coal regions of the United States. James River's principal business is the mining, preparation and sale of metallurgical coal, thermal coal (which is also known as steam coal) and specialty coal. James River and 33 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in Richmond, Virginia, on April 7, 2014. The petitions were signed by Peter T. Socha as president and chief executive officer. Judge Kevin R. Huennekens oversees the Chapter 11 cases. On the petition date, James River Coal disclosed total assets of $1.06 billion and total liabilities of $818.6 million. Davis Polk & Wardwell LLP serves as the Debtors' counsel. Hunton& Williams, LLP, acts as the Debtors' local counsel. Kilpatrick Townsend & Stockton LLP serves as the Debtors' special counsel. Perella Weinberg Partners L.P. is the Debtors' financial advisor. Deutsche Bank Securities Inc. serves as the Debtors' investment banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and administrative agent. The U.S. Trustee for Region 4 has appointed five creditors to the Official Committee of Unsecured Creditors. Michael S. Stamer, Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq., Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at LeClairRyan. The Debtors intend to hold an auction in July 8, 2014 for substantially all of the assets. The Debtors proposed a May 22 deadline for preliminary indications of interest. JAMESPORT DEVELOPMENT: Gets Court Approval to Hire Accountant ------------------------------------------------------------- Jamesport Development, LLC received approval from U.S. Bankruptcy Judge Robert Grossman to hire Alan Reisner as its accountant effective March 14, 2014. Mr. Reisner will assist the company in preparing tax returns and will provide any tax related assistance, advice and guidance with respect to the company's obligations as a Chapter 11 debtor. Mr. Reisner would also render accounting advice and services with respect to monthly operating reports and other matters related to Jamesport Development's bankruptcy case, including the formulation of a plan of reorganization. Subject to court approval, Mr. Reisner will seek compensation only upon an appropriate application for payment of fees and expenses, with such application being in compliance with the United States Trustee Guidelines. In a declaration, Mr. Reisner assured the bankruptcy court that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, and does not represent interest adverse to the estate of the company. About Jamesport Development Calverton, New York-based Jamesport Development LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-70202) on Jan. 21, 2014, in Central Islip, New York. The Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Debtor's Chapter 11 plan and disclosure statement are due May 21, 2014. The Debtor is represented by Salvatore LaMonica, Esq., at LaMonica Herbst and Maniscalco, in Wantagh, New York. The Hon. Robert E. Grossman oversees the case. JMR DEVELOPMENT: Bid to Convert Case to Ch. 7 Granted ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico granted the motion requesting conversion of JMR Development Group Corp.'s Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. About JMR Development JMR Development Group Corp. filed a Chapter 11 petition (Bankr. D.P.R. Case No. 11-07907) on Sept. 16, 2011, in Ponce, Puerto Rico. CPA Luis R. Carrasquillo & CO., P.S.C serves as financial accountant. The Debtor scheduled assets of $12,732,474 and debts of $48,587,611. An affiliate, JMR Tourist Development Group Corp. sought Chapter 11 protection (Case No. 11-07911) on the same day. KID BRANDS: Gets Default from Lender, Can't Pay Debt ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Kid Brands Inc., a designer and distributor of infant and juvenile products, got a notice of default last week from its lenders. The company also said in a statement that it has insufficient cash to pay suppliers, manufacturers and service providers, according to the report. By sending a default notice, the lenders raised the interest rate 3.5 percentage points, the report related. The Rutherford, New Jersey-based company made the disclosures while announcing a $31.7 million net loss in the first quarter on sales of $38 million, the report further related. Sales plunged 26 percent in this year's March quarter from the same period last year, the report said. KID BRANDS: Suspends Wood Furniture Operations of LaJobi Unit ------------------------------------------------------------- Kid Brands, Inc. on May 22 disclosed that, in connection with the Company's previously announced review of strategic alternatives, it has decided to suspend the wood furniture operations of its LaJobi business unit. Kid Brands and Graco Children's Products Inc. have mutually agreed to discontinue their license agreement for the design, manufacture and production of cribs, changing tables, dressers and other infant and juvenile furniture, including an immediate waiver of LaJobi's obligation to pay additional guaranteed royalties. The Company and Graco will work together to the benefit of retail customers to facilitate a seamless transition of the production of Graco-branded furniture to a new licensee. As part of the suspension of LaJobi's wood furniture operations, Kid Brands plans to sell its remaining inventory of Graco, Bonavita and other wood furniture brands. Kerry Carr, Executive Vice President, COO and CFO of Kid Brands, commented, "In working to improve Kid Brands' overall financial performance, our management team and Board of Directors are continuing to conduct a comprehensive evaluation of the Company's businesses. After a thorough review of our LaJobi business unit, we have determined that the wood furniture operations are unable to meet satisfactory financial objectives within the current business structure. Accordingly, we have made the decision to suspend these operations, which will allow us to focus our resources on other areas of our business, further right-size our expense structure and continue our efforts to improve Kid Brands' overall profitability." Ms. Carr added, "Graco has been a wonderful business partner throughout the years of our license agreement. We recognize the strong value that our customers and consumers attribute to the Graco brand. As our partnership concludes, we are working diligently with Graco's team to preserve the brand's strong reputation in the marketplace, as well as to ensure a smooth servicing of customer orders." Laurel Hurd, President of Graco Children's Products, Inc., commented, "Over the years, our relationship with Kid Brands and LaJobi has produced high quality products for consumers. We are working closely with the Kid Brands and LaJobi teams to seamlessly transition the business to a new licensee, while maintaining the high levels of quality and service that our customers have come to expect from Graco." The Company anticipates that the suspension of the wood furniture operations of LaJobi will generate annualized savings of approximately $4.0 million to $6.0 million. Kid Brands expects a reduction in the work force associated with the cessation of LaJobi's wood furniture operations. Certain positions, however, are expected to be retained to help maximize value from LaJobi's assets. The Company also intends to keep its Consumer Services function active to receive and address consumer inquiries. LaJobi's warehouse and corporate office lease expires in July 2014 and will not be renewed. Going Concern Doubt As reported by the Troubled Company Reporter on May 22, 2014, Stephanie Gleason, writing for Daily Bankruptcy Review, related that Kid Brands could soon be bankrupt or insolvent as its cash dwindles and the company becomes unable to meet its obligations. According to the report, with only $1.2 million in its coffers, Kid Brands has been unable to pay the $16.5 million due to suppliers and manufacturers, the company said in a U.S. Securities and Exchange Commission filing. Suppliers have begun terminating agreements, writing to demand immediate payment, refusing to ship or requiring cash in advance, the report related. One supplier has filed a legal complaint and another has made a demand for arbitration, Kid Brands said, the report further related. Meanwhile, KPMG LLP of Short Hills, New Jersey, the Company's independent auditor, said the Company may not have sufficient liquidity to support working capital requirements which raises substantial doubt about its ability to continue as a going concern. About Kid Brands Based in East Rutherford, New Jersey, Kid Brands is a designer, importer, marketer and distributor of branded infant and juvenile consumer products. It operates through four wholly owned subsidiaries -- Kids Line, LLC; LaJobi, Inc.; Sassy, Inc.; and CoCaLo, Inc. Its products include infant bedding and related nursery accessories and decor, nursery appliances, bath/spa products and diaper bags (Kids Line(R) and CoCaLo(R)); nursery furniture and related products (LaJobi(R)); and developmental toys and feeding products, bath and baby care items with features that address the various stages of an infant's early years, including the Kokopax(R) line of baby gear (Sassy(R)). It also markets certain categories of products under various licenses, including Carter's(R), Disney(R), Graco(R) and Serta(R). As of Dec. 31, 2013, the Company had total assets of $120,256,000 and $111,016,000 in total liabilities. KID BRANDS: Files Form 10-Q, Incurs $31.7 Million Net Loss in Q1 ---------------------------------------------------------------- Kid Brands, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report disclosing a net loss of $31.72 million on $38 million of net sales for the three months ended March 31, 2014, as compared with a net loss of $983,000 on $51.43 million of net sales for the same period during the prior year. The Company's balance sheet at March 31, 2014, showed $80.34 million in total assets, $102.60 million in total liabilities and a $22.25 million total shareholders' deficit. Bankruptcy Warning "At March 31, 2014 and December 31, 2013 our cash and cash equivalents were $0.3 million and $0.2 million, respectively, our revolving loan availability was $0.9 million and $4.9 million, respectively, and such availability is currently expected to remain very tight for the remainder of 2014. As a result, the Company has had insufficient capital resources to satisfy outstanding payment obligations to certain of its suppliers/manufacturers and other service providers (in an aggregate amount of approximately $16.5 million), several of which have demanded payment in writing, are refusing to ship product, are requiring payment in advance of shipment or production, and/or are otherwise threatening to take action against the Company, including terminating their relationship with the Company and/or initiating legal proceedings for amounts owed (one such supplier has filed a complaint and another has made a demand for arbitration, as is described in Note 10). In connection with these events, the Company received a notice of breach dated April 25, 2014 from one of LaJobi's material licensors claiming that LaJobi failed to ship licensed goods to the licensor's customers as a result of outstanding subcontractor invoices. All of the foregoing circumstances (referred to collectively as the "Events of Default") constituted or may have constituted failures of conditions to lending and/or events of default under the Credit Agreement. Accordingly, the Borrowers, the Agent and the Required Lenders executed a Waiver and Fifth Amendment to Credit Agreement as of May 14, 2014 ("Amendment No. 5"), to waive any failures of conditions to lending and events of default resulting from the Events of Default. In addition, in order to increase the amount of eligible receivables under the Tranche A borrowing base, Amendment No. 5 further reduces the availability block from $3.5 million to $2.768 million for 30 days (such block will return to $3.5 million on June 14, 2014, and will revert to its original amount of $4.0 million on August 1, 2014). Notwithstanding the execution of Amendment No. 5, without a significant increase in available cash, we will continue to be unable to satisfy such obligations (or similar demands/proceedings instituted for payment, which are expected to continue) or make such advanced payments, which will negatively impact our ability to meet our customers' product demands and likely result in further breaches of our license agreements and certain of our customers ceasing to purchase products from us. All of the foregoing will have a material adverse effect on our financial condition and results of operations, and may result in our bankruptcy or insolvency," the Company stated in the Report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/CLBtIm About Kid Brands, Inc. Kid Brands, Inc. -- http://www.kidbrands.com-- and its subsidiaries engage in the design, development and distribution of infant and juvenile branded products. Its design-led products are primarily distributed through mass market, baby super stores, specialty, food, drug, independent and ecommerce retailers worldwide. The Company's current operating subsidiaries consist of: Kids Line, LLC; LaJobi, Inc.; Sassy, Inc.; and CoCaLo, Inc. Through these wholly-owned subsidiaries, the Company designs, manufactures (through third parties) and markets branded infant and juvenile products in a number of complementary categories including, among others: infant bedding and related nursery accessories and decor and nursery appliances (Kids Line(R) and CoCaLo(R)); nursery furniture and related products (LaJobi(R)); and developmental toys and feeding, bath and baby care items with features that address the various stages of an infant's early years, including the Kokopax(R) line of baby gear products (Sassy(R)). In addition to the Company's branded products, the Company also markets certain categories of products under various licenses, including Carter's(R), Disney(R), Graco(R) and Serta(R). LCI HOLDING: Justice Department Appeals IRS 'Gift' Case ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Department of Justice, on behalf of the Internal Revuee Service, appealed from a bankruptcy court's order approving a $360 million sale of Lifecare Holdings Inc.'s business in exchange for debt owed to secured creditors. According to the report, the government objected to part of a settlement under which secured creditors set aside $3.5 million in trust exclusively for unsecured creditors. The government, the Bloomberg report related, first appealed to the U.S. district court in Delaware because the settlement had nothing in it for the $24 million tax claim resulting from the sale. U.S. District Judge Sue L. Robinson in Delaware on March 10 refused to stop implementation of the settlement pending appeal and dismissed the government's challenge, the report further related. The Justice Department filed an appeal May 7, asking the court in Philadelphia to overturn the decisions by the two lower courts, the report said. The district court case was In re LCI Holding Co., 13-cv-00924, U.S. District Court, District of Delaware (Wilmington). About LifeCare LCI Holding Company, Inc., and its affiliates, doing business as LifeCare Hospitals, operate eight "hospital within hospital" facilities and 19 freestanding facilities in 10 states. The hospitals have about 1,400 beds at facilities in Louisiana, Texas, Pennsylvania, Ohio and Nevada. LifeCare is controlled by Carlyle Group, which holds 93.4% of the stock following a $570 million acquisition in August 2005. LCI Holding Company, Inc., and its affiliates, including LifeCare Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to secured lenders. The Debtors are represented by Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware; Kenneth S. Ziman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York; and Felicia Gerber Perlman, Esq., and Matthew N. Kriegel, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois. Rothschild Inc. is the financial advisor. Huron Management Services LLC will provide the Debtors an interim chief financial officer and certain additional personnel; and (ii) designate Stuart Walker as interim chief financial officer. The steering committee of lenders is represented by attorneys at Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP. The agent under the prepetition and postpetition secured credit facility is represented by Simpson Thacher & Barlett LLP. The Debtors disclosed assets of $422 million and liabilities totaling $575.9 million as of Sept. 30, 2012. As of the bankruptcy filing, total long-term obligations were $482.2 million consisting of, among other things, institutional loans and unsecured subordinated loans. A total of $353.4 million is owing under the prepetition secured credit facility. A total of $128.4 million is owing on senior subordinated notes. LifeCare Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed $24,028,730 in assets and $484,372,539 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP. FTI Consulting, Inc., serves as its financial advisor. LEAR CORPORATION: Agrees to $8.75MM Auto Parts Price-Fixing Deal ---------------------------------------------------------------- Chad Halcom, writing for Crain's Detroit Business, reported that seating and electronics supplier Lear Corp. will ask a bankruptcy court judge in New York later this month to sign off on an $8.75 million settlement to a Detroit lawsuit involving automotive supplier price-fixing over the previous decade. According to the report, the company, with $16.2 billion 2013 revenue and 122,000 employees, will pay the settlement to resolve accusations it was a part of a conspiracy to bolster the prices of wire harness components between 2000 and 2010 in a multi-district litigation lawsuit before U.S. District Judge Marianne Battani in Detroit. The civil cases are separate from the massive global criminal investigation into price fixing in the automotive supply chain, the report related. Lear's civil court agreements call for a $4.75 million payout to the lawsuit's "direct purchasers," or other auto companies that bought the parts at colluded prices, another $3 million to car buyer plaintiffs and about $1 million to auto dealerships that are also part of the court case, the report further related. The agreement also calls for Lear to put up $370,263 of its own cash and obtain the rest out of assets held in reserve from the company's previous Chapter 11 bankruptcy reorganization from 2009 for "disputed claims," the report said. About Lear Corporation Headquarters in Southfield, Michigan, Lear Corporation -- http://www.lear.com/-- is one of the world's leading suppliers of automotive seating systems and electrical distribution and power management systems. The Company's world-class products are designed, engineered and manufactured by a diverse team of approximately 75,000 employees at 205 facilities in 36 countries. Lear's common shares are traded on the New York Stock Exchange under the symbol [LEA]. Lear Corp. and its affiliates filed for Chapter 11 on July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326). Attorneys at Kirkland & Ellis LLP, served as the Debtors' bankruptcy counsel. In November 2009, Lear emerged from bankruptcy protection. LEVEL 3: Stockholders Elected 11 Directors ------------------------------------------ Level 3 Communications, Inc., held its 2014 annual meeting of stockholders on May 22, 2014. At the meeting, stockholders elected Jeff K. Storey, General Kevin P. Chilton, Admiral Archie R. Clemins, Steven T. Clontz, Admiral James O. Ellis, Jr., T. Michael Glenn, Richard R. Jaros, Michael J. Mahoney, Peter Seah Lim Huat, Peter van Oppen, and Dr. Albert Yates to the Company's Board of Directors to hold office until the annual meeting of stockholders in 2015 or until his successor is elected and qualified. The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers. Effective May 22, 2014, the Board of Director of Level 3 selected James O. Ellis Jr. as Chairman of the Board and selected Peter van Oppen as the chairman of the Audit Committee. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. Level 3 incurred a net loss of $109 million in 2013, a net loss of $422 million in 2012 and a net loss of $756 million in 2011. The Company's balance sheet at March 31, 2014, the Company had $12.88 billion in total assets, $11.29 billion in total liabilities and $1.59 billion in total stockholders' equity. * * * In October 2013, Fitch Ratings affirmed the 'B' Issuer Default Ratings (IDRs) assigned to Level 3. As reported by the TCR on June 5, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Broomfield, Colo.- based global telecommunications provider Level 3 Communications Inc. to 'B' from 'B-'. "The upgrade reflects improved debt leverage, initially from the acquisition of the lower-leveraged Global Crossing in October 2011, and subsequently from realization of the bulk of what the company expects to eventually be $300 million of annual operating synergies," said Standard & Poor's credit analyst Richard Siderman. LOFINO PROPERTIES: First Financial, Ch.11 Trustee File Joint Plan ----------------------------------------------------------------- Bankruptcy Judge Lawrence S. Walter in Ohio set July 1, 2014, at 10:30 a.m. as the hearing date to consider approval of the disclosure statement explaining the Chapter 11 exit Plan co- proposed by First Financial Bank, NA, and Henry E. Menninger, Jr., Trustee for Lofino Properties, LLC, and Southland 75, LLC. The last day to oppose the disclosure statement is June 17. The Plan Proponents delivered the Plan and disclosure statement to the Court late in the afternoon on May 2. The Plan Proponents require Court approval of the disclosure statement as containing adequate information to allow parties-in- interest to make an informed decision when casting their vote on the Plan. Solicitation of Plan votes will commence after the disclosure statement is approved. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/Lofino_FFBPlan.pdf Outline & Summary of Plan The Plan will be implemented: -- through disposition of property that serves as collateral to the debt owed to GLICNY Real Estate Holding, LLC, -- by cash generated by Reorganized Lofino?s operations, -- the potential sale of property that serves as collateral to debt owed to First Financial, -- by the collection and liquidation of the Debtors? non-operating assets, and -- by recoveries from Causes of Action. From and after the Effective Date, Reorganized Lofino shall be governed by an operating agreement which shall provide that the Liquidating Trustee shall serve as the Managing Member. As of the Effective Date, all property of the Debtors, other than (i) Causes of Action; (ii) Reorganized Lofino Membership Interests; (iii) any assets of the Debtors not used in the operation of the First Financial Property; (iv) accounts receivable owed to Lofino Properties by (a) Michael D. Lofino, (b) Estate of Charles J. Lofino, (c) 5011 Ocean Blvd, LLC, and (d) Lofino?s Food Stores, LLC; and (v) the Glicny Property, shall vest in Reorganized Lofino. Reorganized Lofino will make cash payments to the Liquidating Trustee as and when necessary for the Liquidating Trust to make the distributions required under the Plan. On and after the Effective Date, Reorganized Lofino may operate its businesses and may use, acquire or dispose of property without supervision or approval of the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. From and after the Effective Date and until the First Financial Secured Claim is paid in full: (a) the First Financial Property shall be managed by a property management company acceptable to First Financial in its sole discretion pursuant to a management agreement in a form and substance acceptable to First Financial in its sole discretion and (b) Reorganized Lofino shall not create, grant, or permit any mortgage, lien, or encumbrance upon the First Financial Property without the prior written consent of First Financial. The Liquidating Trustee, as the managing member of Reorganized Lofino, will be authorized to execute, deliver, file, or record such contracts, instruments, releases, indentures, other agreements, or documents, and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. Classification and Treatment of Claims and Equity Interests The Bankruptcy Court established April 30, 2014, as the deadline for filing proofs of claim in the Debtors' cases. The Plan provides for the payment in full of all valid claims over time. The Plan designates certain unclassified Claims, five Classes of Claims against the Debtors, and two Classes of Interests. The First Financial Secured Claim, placed in Class S-1 under the Plan, will be paid in accordance with the terms of the First Financial Loan Documents. Attorneys? fees incurred by First Financial in connection with the bankruptcy case will be paid in six equal monthly installments beginning on the first Business Day after the Effective Date that a payment is due under the First Financial Loan Documents. The First Financial Loan Documents and all mortgages, liens and security interests will remain in place and fully enforceable according to their terms as of the Petition Date. The claim is impaired and First Financial is entitled to vote on the Plan. Glicny's Secured Claim, placed in Class S-2, will be satisfied in this manner: If, by the Effective Date, the Chapter 11 Trustee has not abandoned the Glicny Property and the Bankruptcy Court has not entered an Order authorizing the sale of the Glicny Property pursuant to Section 363 of the Bankruptcy Code, then upon the Effective Date, the Trustee shall sell the Glicny Property pursuant to the Glicny Sale Procedures, and all proceeds and the Remaining Glicny Cash Collateral net of costs and expenses of the Sale and costs and expenses awarded the Trustee by the Bankruptcy Court pursuant to Section 506(c) or otherwise shall be applied to the Glicny Secured Claim. To the extent the proceeds of the sale of the Glicny Property, plus the Remaining Glicny Cash Collateral exceed the amount of the Allowed Glicny Secured Claim, the excess shall be paid over to Reorganized Lofino. To the extent that the Allowed Glicny Secured Claim is not paid in full, Glicny shall not have any further Claim against the Debtors or the Estate. As reported elsewhere in today's Troubled Company Reporter, the Chapter 11 trustee has obtained Court approval of procedures to govern the bidding, auction and sale of the Glicny Property. The auction is slated for May 29. The Glicny Secured Claim is Impaired, and Glicny is entitled to vote on the Plan. Holders of Class S-3 Other Secured Claims are unimpaired and not entitled to vote. Each Allowed Other Secured Claim will (a) be reinstated and rendered Unimpaired in accordance with section 1124(2) of the Bankruptcy Code; (b) be paid in full in cash plus interest; or (c) receive the collateral securing its Allowed Other Secured Claim. Class U General Unsecured Claims will be paid in full, plus interest at the rate provided in 28 U.S.C. Sec. 1961 or such other rate as may be provided by contract, instrument or applicable law, in six equal monthly installments beginning on the Effective Date or on such other terms that the Holder of an Allowed Class U Claim may agree. If not paid within six months of the Effective Date, the First Financial Property will be sold, and after payment of the claims held by First Financial, each holder of an Allowed Class U Claim shall receive its pro rata share of the remaining proceeds, if any. General Unsecured Claims are Impaired, and the holders are entitled to vote. Convenience Claims are placed in Class C and will be paid in full on the Effective Date. Holders are Impaired, and entitled to vote. Holders of Lofino Properties Equity Interests in Class E-1 will receive beneficial interests in the Liquidating Trust in the same percentages as the percentage interests held in the Lofino Properties on the Petition Date, as provided by the terms of the Liquidating Trust. The Holders are Impaired and entitled to vote. Holders of Southland 75 Equity Interests in E-2 will be impaired, with no distribution to be made under the Plan to Holders thereof, and all such existing Interests in Southland and all warrants, conversion rights, rights of first refusal and other rights, contractual or otherwise, to acquire or receive any Interests in Southland, if any, shall be deemed cancelled as of the Effective Date. The Holders are Impaired and deemed to reject the Plan. For purposes of the Disclosure Statement, the Plan Proponents have assumed that the Effective Date will be June 30, 2014. Plan votes may be submitted to Raymond J. Pikna, Jr., at Wood & Lamping LLP, counsel to the Chapter 11 trustee. Glicny asserts a first priority liens and security interests in the real property and rents and revenues generated therefrom, together with all personal property located on or used in connection therewith: -- The vacant big box property located at 8245 Springboro Pike, Miami Township, Ohio 45342 ("Cub Foods I"); -- The retail shops located next to Cub Foods I at 8209, 8265-8361 Springboro Pike, Miami Township, Ohio 45342 (the "Adjacent Shops"); and -- The vacant big box property 6134-6140 Wilmington Pike, Sugarcreek Township, Ohio 45459 ("Cub Foods II"). The Glicny Collateral secures repayment and performance of certain obligations of the Estate under the Glicny Loan Documents. As of the Petition Date, Glicny asserts the Estate was indebted to Glicny under the Glicny Loan Documents in amounts exceeding $14,112,936.82. First Financial asserts a senior lien position in and to the real estate assets owned by Lofino Properties located at 6000-6130 Wilmington Pike, Dayton, Ohio 45432, pursuant to a mortgage loan made to Lofino Properties by First Financial. In conjunction with a Loan Agreement entered into between Lofino Properties and First Financial, Lofino Properties executed a Promissory Term Note in favor of First Financial in the amount of $6,100,000. Interest accrues on the First Financial Note at the rate of 3.25% in excess of LIBOR per annum and provides for a default rate of 3% plus the highest rate of interest that would otherwise be in effect under the First Financial Note per annum. To secure payment of the First Financial Note, Lofino Properties and First Financial also entered into a Master Agreement an Open-End Mortgage and Security Agreement (Ohio Property) and an Assignment of Rents. The Debtors' Chapter 11 cases are being financed by the use of cash collateral in which Glicny and First Financial assert an interest. The Chapter 11 trustee asserts that the rents in the hands of the Debtors as of the Petition Date and post-petition rents generated from the operation of the Debtors' businesses are property of the consolidated estate pursuant to section 541(a)(6) of the Bankruptcy Code, subject to the liens claimed by Glicny or First Financial, as applicable. On May 7, Judge Walter gave his stamp of approval on an Agreed Second Interim Order that permitted the Chapter 11 trustee to continue using cash collateral of Glicny pending the earlier of entry of a final order authorizing the use of the Glicny Cash Collateral or May 31, 2014. The parties have not agreed to a final order. A copy of the Agreed Second Interim Order and the Cash Collateral Budget is available at: http://bankrupt.com/misc/Lofino_GlicnyCCO.pdf On April 4, Judge Walter signed off on an Agreed Third Interim Order that permits the Chapter 11 trustee to use First Financial's cash collateral, pending the earlier of entry of a final order authorizing the use of the First Financial Cash Collateral or June 30, 2014. The Agreed Order also provides the Chapter 11 Trustee and First Financial may extend the Cash Collateral Period from time to time by filing with the Court prior to the expiration of the Cash Collateral Period a notice extending the termination date for the Cash Collateral Period as well as a Budget for the extended Cash Collateral Period. If no party in interest objects to the Extension Notice, the Cash Collateral Period will be extended as provided in the Extension Notice without further action of the Court, subject to the terms of the Agreed Order. A copy of the Agreed Third Interim Order and the Cash Collateral Budget is available at: http://bankrupt.com/misc/Lofino_FFBCCO.pdf On April 30, Judge Walters approved a stipulation and agreed order entered into by the Chapter 11 trustee and LCM Investments Management, LLC, which extended through May 9 the Trustee's deadline to decide whether to assume or reject the Debtors' executory contract with LCM. About Lofino Properties & Southland 75 Dayton, Ohio-based Lofino Properties, LLC, which owns retail stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34099) on Oct. 4, 2013. Lofino Properties listed assets of $19.91 million and liabilities of about $13.15 million. A sister company, Southland 75 LLC, which owns a strip shopping center, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34100) on the same day. Southland 75 listed assets of $8.09 million and liabilities of $5.62 million. The Hon. Judge Lawrence S. Walter presides over the cases. According to the petitions, attorneys at Pickrel, Schaeffer, and Ebeling, in Dayton, Ohio, represent the Debtors as counsel. The petitions were signed by Michael D. Lofino, managing member. In re Southland 75, LLC, case no. 13-34100, has been substantively consolidated on lead case no. 13-34099. Henry E. Menninger, Jr., has been appointed the chapter 11 trustee, and is represented by Raymond J. Pikna, Jr., Esq., at Wood & Lamping LLP. Attorneys for lender, First Financial Bank, N.A., can be reached at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating Muething & Klekamp PLL. Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as Receiver. Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter, represents LCM Investments Management LLC. GLICNY Real Estate Holding, LLC, is represented by Isaac M. Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren, Esq., at Blomgren & Bobka Co., L.P.A. LOFINO PROPERTIES: Southland Property to Be Auctioned Off May 29 ---------------------------------------------------------------- Bankruptcy Judge Lawrence S. Walter in Ohio granted, in part, the procedures proposed by Henry E. Menninger, Jr., Trustee for Lofino Properties, LLC, and Southland 75, LLC, for the sale of the Debtors' assets. In an Order dated May 20, Judge Walter approved the bidding and sale procedures with respect to the Southland Property only. The hearing was continued with respect to the bid procedures on the Wilmington Pike real property known as Cub Foods II. The Court was slated to hold a hearing May 22. Judge Walter said the sale of the Southland property is subject to the mortgages and liens of Glicny Real Estate Holding, LLC, and Glicny, the judge said, is qualified as a Potential Bidder and Qualified Bidder. Judge Walter set May 27, 2014, as the Bid Deadline. The Auction will be held at the offices of Wood & Lamping LLP on May 29 at 9:30 a.m. Only Qualified Bidders that submitted Qualified Bids on or before the Bid Deadline will be permitted to participate at the Auction. Pursuant to the Court's order, Qualified Bidders, other than Glicny, must submit a good faith deposit equal to $100,000 in cash. All Bid Deposits of Qualified Bidders, other than the Successful Bidder and the Runner-Up Bidder will be returned not later than five business days following conclusion of the auction. The Bid Deposit of the Successful Bidder will be credited against the purchase price at the closing of the Sale. If the Successful Bidder does not close on or before the Closing Date and the failure to close is not materially caused by the Trustee, then the Bid Deposit of the Successful Bidder(s) will be retained by the Debtors' consolidated estate, subject to the liens and security interests of Glicny. Unless the Runner-Up Bidder(s) become the Successful Bidder, the Bid Deposit(s) of the Runner-Up Bidder(s) will be returned not later than the earlier of (i) 10 days following the entry of the order approving the sale of the Southland Property to the Successful Bidder and (ii) two business days following the closing of the sale of the Southland Property to the Successful Bidder(s). The Qualified Bidder must bid an amount that is at least 10% greater than the Stalking Horse Bid for the Southland Property, plus the amount of any commission to be paid to any broker retained or employed by the Qualified Bidder and customary closing costs, such that the net amount paid to the Debtors' consolidated estate will be 110% of the Stalking Horse Bid. All bids after the Auction Starting Bid will be in an amount of at least $100,000 above of the prior highest bid, plus the amount of any commission to be paid to any broker retained or employed by the Qualified Bidder and customary closing costs. All bids over the Auction Starting Bid will be made on an open basis, and all material terms of each bid shall be fully disclosed to all other bidders. The Trustee and Glicny will review the bids and determine the highest and best bid as the Successful Bid(s) for the Southland Property and the next highest as the Runner-up Bid. The holder of the Successful Bid must close on the sale of the Southland Property within five business days of entry of the order approving the sale. If the closing does not occur on or before the Closing Date, the Trustee, with the consent of Glicny, may choose to close with the Runner-Up Bidder for the Southland Property who will then have five days to close. If Glicny is not the Successful Bidder or the Runner-Up Bidder and both the Successful Bidder and the Runner-Up Bidder fail to timely close the Sale, the Southland Property will be sold to Glicny in accordance with Glicny's highest credit bid submitted at the Auction. Objections to the sale were due May 23. Sale Motion Glicny asserts a first priority liens and security interests in the real property and rents and revenues generated therefrom, together with all personal property located on or used in connection therewith: -- The vacant big box property located at 8245 Springboro Pike, Miami Township, Ohio 45342 ("Cub Foods I"); -- The retail shops located next to Cub Foods I at 8209, 8265-8361 Springboro Pike, Miami Township, Ohio 45342 (the "Adjacent Shops"); and -- The vacant big box property 6134-6140 Wilmington Pike, Sugarcreek Township, Ohio 45459 ("Cub Foods II"). The Glicny Collateral secures repayment and performance of certain obligations of the Estate under the Glicny Loan Documents. As of the Petition Date, Glicny asserts the Estate was indebted to Glicny under the Glicny Loan Documents in amounts exceeding $14,112,936.82. In its Motion, the Chapter 11 trustee seeks authority to sell only the Glicny Collateral, excluding only the Glicny Cash Collateral, and authority to assume and assign the unexpired leases related to the Glicny Real Property via auction sale, free and clear of all claims, interests, liens, and encumbrances, with Glicny?s liens attaching to all of the proceeds from such Sale (defined herein). All other assets of the Debtors? consolidated estate that Glicny asserts are subject to its liens, including the Glicny Gross Rents paid or accrued prior to the closing of the Sale and all cash collateral that Glicny asserts is subject to its liens, are excluded from the Sale Assets but will be fully administered at closing of the Sale. The Chapter 11 trustee proposes to separately sell (i) the Southland Property as a whole, and (ii) Cub Foods II. Alternatively, the Chapter 11 trustee will entertain bids for the Southland Property and Cub Foods II in a single overall bid. Glicny has consented to a sale that incorporates this process. Glicny has not consented to a sale that would involve the Southland Shopping Center Property and Cub Foods I being sold separately under 11 U.S.C. Sec. 363. First Financial Bank N.A. had filed a Limited Objection to the Bidding Procedures Motion. The bank said assets subject to the lien of First Financial are not included in the proposed sale. In fact, First Financial has filed a Plan of Reorganization with the Trustee that will allow property subject to First Financial's lien to remain owned by reorganized Lofino Properties. The bank, however, noted that it was recently discovered that the proposed sale will affect the lease of Breads of the World, LLC, a tenant whose Panera Bread restaurant is located on real property subject to the lien of First Financial and parking lot is on land subject to the lien of Glicny. The so-called Lot 3B is subject to the mortgage of First Financial. The so-called Lot 2A represents the property described as Cub Foods II in Procedure Motion, subject to the mortgage of Glicny. The bank said the portion of Lot 2A included in Breads' lease represents the only ingress and egress to access the Panera Bread restaurant and includes 14 parking spaces and a necessary dumpster. That portion of Lot 2A is vital to Breads' lease. According to the bank, to the extent the Cub Foods II property is sold free and clear of the interest held by Breads in its leased parking lot, that sale will substantially impair Breads' lease and, thereby, affect the value of First Financial's collateral (which includes an assignment of Breads' lease). First Financial believes it may be necessary to sever the portion of Lot 2A included in Breads' lease and join it with Lot 3B to protect the value of Breads' lease. First Financial said the sale procedures should be modified to provide that the portion of Lot 2A subject to the Bread lease is not included in the assets being sold under the Sale Motion unless an agreement acceptable to Glicny, First Financial, the Trustee and Breads can reached for inclusion of such property in the sale. Glicny filed a response to First Financial's Limited Objection. It said First Financial's Limited Objection is not an objection to any sales procedures requested by the Trustee. Instead, the objection merely notes that First Financial is upset with the status of its collateral vis-a-vis the status of Glicny's collateral. None of the issues raised in the Limited Objection are relevant to the Sales Procedures Motion or Glicny's rights under its loan and security documents, and the Limited Objection should be overruled. Counsel for Breads of the World tendered an oral objection to the Motion limited to the Cub Foods II property. Glicny also has filed a motion seeking relief from the automatic stay as a backup in the event the sale does not proceed. Upon receiving stay relief, Glicny would foreclose in state court, and the leasehold interest in Glicny's property will be extinguished in that forum as well. About Lofino Properties & Southland 75 Dayton, Ohio-based Lofino Properties, LLC, which owns retail stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34099) on Oct. 4, 2013. Lofino Properties listed assets of $19.91 million and liabilities of about $13.15 million. A sister company, Southland 75 LLC, which owns a strip shopping center, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34100) on the same day. Southland 75 listed assets of $8.09 million and liabilities of $5.62 million. The Hon. Judge Lawrence S. Walter presides over the cases. According to the petitions, attorneys at Pickrel, Schaeffer, and Ebeling, in Dayton, Ohio, represent the Debtors as counsel. The petitions were signed by Michael D. Lofino, managing member. In re Southland 75, LLC, case no. 13-34100, has been substantively consolidated on lead case no. 13-34099. Henry E. Menninger, Jr., has been appointed the chapter 11 trustee, and is represented by Raymond J. Pikna, Jr., Esq., at Wood & Lamping LLP. Attorneys for lender, First Financial Bank, N.A., can be reached at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating Muething & Klekamp PLL. Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., -- mguthrie@cpmlaw.com and lfriedberg@cpmlaw.com -- at Carlile Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as Receiver. Larry J. McClatchey, Esq. -- lmcclatchey@keglerbrown -- at Kegler Brown Hill + Ritter, represents LCM Investments Management LLC. GLICNY Real Estate Holding, LLC, is represented by: Isaac M. Gabriel, Esq. QUARLES & BRADY LLP One Renaissance Square 2 North Central Phoenix, AZ 85004 Tel: (602) 230-4622 E-mail: isaac.gabriel@quarles.com - and - Gilbert E. Blomgren, Esq. BLOMGREN & BOBKA CO., L.P.A. 1370 Ontario Street, Suite 600 Cleveland, Ohio 44113 Tel: (216) 622-1234 E-mail: gblomgren@bnblawyers.com LOFINO PROPERTIES: June 5 Hearing on Glicny's Bid to Foreclose -------------------------------------------------------------- The Bankruptcy Court will hold a hearing June 5, 2014, at 10:30 a.m. to consider the request of Glicny Real Estate Holding, LLC, for relief from the automatic stay in the Chapter 11 cases of Lofino Properties LLC and Southland 75, LLC. Glicny said it filed the request as a backup in the event the sale of the Debtors' property does not proceed. Upon receiving stay relief, Glicny would foreclose in state court, and the leasehold interest in the property will be extinguished in that forum as well. Objections to the Glicny's request are due May 28. Glicny said the Chapter 11 Trustee has acknowledged that there is no equity in the Glicny Collateral, and the cash collateral generated by the Glicny Collateral is insufficient to pay ongoing expenses, including the significant real property taxes coming due in July. Glicny said in a Court filing earlier this month that it and the Trustee have discussed and are continuing to work on a Section 363 sale as an exit strategy, but in the event such process is not concluded, Glicny should be granted stay relief with respect to its collateral because there is no equity in the Glicny Collateral and the Glicny Collateral is not necessary for any reorganization. Further, given that the looming real property taxes will prime Glicny's position and erode its already undersecured position, Glicny is not being adequately protected in this case. Glicny also said the rate at which its Collateral will deteriorate has been accelerated due to the recent revelation that the largest tenant of the Glicny Collateral is terminating its lease and vacating the Glicny Collateral. Not only does this defeat any hopes of a reorganization of the Glicny Collateral, but it will also substantially diminish the value of the Glicny Collateral. The post-petition diminution of the Collateral, Glicny said, may give rise to a Section 507(b) super-priority claim in favor or Glicny, and Glicny reserves all its rights to assert a Section 507(b) claim against the Estate. Glicny said it holds first priority liens and security interests in the real property and rents and revenues generated therefrom, together with all personal property located on or used in connection therewith: -- The vacant big box property located at 8245 Springboro Pike, Miami Township, Ohio 45342 ("Cub Foods I"); -- The retail shops located next to Cub Foods I at 8209, 8265-8361 Springboro Pike, Miami Township, Ohio 45342 (the "Adjacent Shops"); and -- The vacant big box property 6134-6140 Wilmington Pike, Sugarcreek Township, Ohio 45459 ("Cub Foods II"). The Glicny Collateral secures repayment and performance of certain obligations of the Estate under the Glicny Loan Documents. On Nov. 21, 2013, the Court ruled that the total amount owing under the Adjacent Shops Note is $5,700,000, and the total amount owing under the Cub I Note is $4,200,000. Thus, the total indebtedness secured by the Cub Foods I and the Adjacent Shops property is at least $9,900,000, plus accrued and accruing interest, attorneys' fees, and other chargeable amounts owing under the loan documents. However, the estimated value of Cub Foods I and the Adjacent Shops property likely renders Glicny undersecured. In the November Ruling, the Court estimated the value of Cub Foods I in its current state to be $1,650,000, and the Adjacent Shops to be $7,750,000. Thus, the total collateral securing the Cub Foods I and Adjacent Shops property is estimated to be worth $9,400,000 (versus at least $9,900,000 of indebtedness). In the November Ruling, the Court said the total amount owing under the Cub II Note is $4,200,000, versus an estimated current value of $1,675,000 for the Cub Foods II property. Overall, Glicny appears to be undersecured by at least $3,000,000 in the aggregate. As of the Petition Date, Glicny asserts the Estate was indebted to Glicny under the Glicny Loan Documents in amounts exceeding $14,112,936.82. Prepetition, Southland and Lofino each defaulted under the Glicny Loan Documents. As a result of the defaults, Glicny filed complaints in the Ohio Court of Common Pleas to have a receiver appointed over the Glicny Collateral, pending foreclosure on Glicny?s liens and security interests. In May 2013, Jamie Hadac of Foresite Realty was appointed by the State Court to preserve and protect the Glicny Collateral, as provided in the receivership orders. The Receiver was in possession and control of the Glicny Collateral over five months before Lofino and Southland each filed for Chapter 11. The Receiver has since been employed by the Chapter 11 trustee to operate the Glicny Collateral post-petition as property manager. Glicny also disclosed that on the Petition Date, OfficeMax, Inc. was a tenant of approximated 25% of the Adjacent Shops, which comprise part of the Glicny Collateral. Post-petition, OfficeMax has notified the Chapter 11 trustee that it intends to vacate the Adjacent Shops. Glicny said the loss of the OfficeMax tenant will cause a substantial decline in the value of the Adjacent Shops. The Chapter 11 trustee has no ability to adequately protect Glicny from this post-petition decline in value of its collateral. Moreover, the Chapter 11 trustee has acknowledged that Glicny is significantly undersecured, especially in light of OfficeMax's vacating of the property. The Chapter 11 trustee has further projected that there will not be sufficient Cash Collateral generated from the Glicny Collateral to maintain and protect that property in the longer term due to OfficeMax's vacating of its leased premises and the substantial real property tax payment coming due in July 2014. Once the Glicny Collateral loses the ability to sustain itself, the Glicny Collateral will quickly deteriorate. Glicny said the Chapter 11 trustee has no ability to adequately protect Glicny from this post-petition deterioration of its collateral. About Lofino Properties & Southland 75 Dayton, Ohio-based Lofino Properties, LLC, which owns retail stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34099) on Oct. 4, 2013. Lofino Properties listed assets of $19.91 million and liabilities of about $13.15 million. A sister company, Southland 75 LLC, which owns a strip shopping center, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34100) on the same day. Southland 75 listed assets of $8.09 million and liabilities of $5.62 million. The Hon. Judge Lawrence S. Walter presides over the cases. According to the petitions, attorneys at Pickrel, Schaeffer, and Ebeling, in Dayton, Ohio, represent the Debtors as counsel. The petitions were signed by Michael D. Lofino, managing member. In re Southland 75, LLC, case no. 13-34100, has been substantively consolidated on lead case no. 13-34099. Henry E. Menninger, Jr., has been appointed the chapter 11 trustee, and is represented by Raymond J. Pikna, Jr., Esq., at Wood & Lamping LLP. Attorneys for lender, First Financial Bank, N.A., can be reached at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating Muething & Klekamp PLL. Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile Patchen & Murphy, represent Jamie Hadac, as Receiver. Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter, represents LCM Investments Management LLC. GLICNY Real Estate Holding, LLC, is represented by Isaac M. Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren, Esq., at Blomgren & Bobka Co., L.P.A. LPV SOUTHAVEN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: LPV Southaven, Inc. dba Lifepointe Village of Southaven Attn: John R. Dunlap 6070 Poplar Avenue, Suite 600 Memphis, TN 38119 Case No.: 14-11867 Chapter 11 Petition Date: May 14, 2014 Court: United States Bankruptcy Court Northern District of Mississippi (Aberdeen) Judge: Hon. Jason D. Woodard Debtor's Counsel: Michael P. Coury, Esq. GLANKER BROWN PLLC Suite 400, 6000 Poplar Avenue Memphis, TN 38119 Tel: 901-525-1322 Fax: 901-525-2389 Email: mcoury@glankler.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by John R. Dunlap, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/msnb14-11867.pdf LRB NURSES REGISTRY: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: LRB Nurses Registry, Inc. 4212 Church Ave Brooklyn, NY 11203 Case No.: 14-42616 Chapter 11 Petition Date: May 23, 2014 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Nigel E Blackman, Esq. BLACKMAN & MELVILLE, P.C. 11 Broadway, Suite 615 New York, NY 10004 Tel: (718) 576-1646 Fax: (718) 228-8795 Email: nigel@bmlawonline.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Rosemund Norton, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. LUPATECH S.A.: Chapter 15 Case Summary -------------------------------------- Chapter 15 Petitioner: Ricardo Doebeli Chapter 15 Debtor affiliates: Entity Case No. ------ -------- Lupatech, S.A. 14-11559 Ricardo Doebeli Building C, Rodovia Anhanguera Km 199 at Rua Arnaldo J. Mauerber Distrito Industrial, 134600-000, Nova Odessa Lupatech-Euipamentos e Servicos 14-11560 para Petroleo Ltda Mipel Industira e Comercio de 14-11561 Valvulas Ltda Jefferson Solenoidbras Ltda 14-11562 Lupatech Finance Limited 14-11563 Type of Business: Provider of highly technical components and related specialized services to the oil and gas industries. Chapter 15 Petition Date: May 22, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Stuart M. Bernstein Chapter 15 Petitioner's Douglas P. Bartner, Esq. Counsel: Robert A. Britton, Esq. SHEARMAN & STERLING LLP 599 Lexington Avenue New York, NY 10022-6069 Tel: (212) 848-8190 Fax: (212) 848-4387 Email: dbartner@shearman.com robert.britton@shearman.com Noticing Agent: Angela Ferrante, Esq. GCG, INC. 1985 Marcus Avenue, Suite 200 Lake Success, NY 11042 Tel: 631-470-5000 Email: PACERTeam@gardencitygroup.com Estimated Assets: $100 million to $500 million Estimated Debts: $500 million to $1 billion MARTIFER AURORA: Needs Time to File Plan; Still Selecting Buyer --------------------------------------------------------------- Martifer Aurora Solar, LLC, filed a motion with the U.S. Bankruptcy Court for the District of Nevada to extend until Aug. 19, 2014, the deadline to file its Chapter 11 plan and disclosure statement. The Debtor also seeks to extend the deadline to solicit acceptances on the Plan through Oct. 20, 2014. Absent an extension, the Debtors' initial Exclusive Filing Period was set to expire on May 21 and their Exclusive Solicitation Period is set to expire July 20. The Debtors explained that, the during the first few months of the Chapter 11 Cases and FTI Consulting's relatively recent engagement, most of the Debtors' resources have necessarily been devoted to ensuring a smooth transition to Chapter 11, ensuring the Debtors' access to financing, maintaining uninterrupted operations and evaluating its assets and liabilities. As a result, the Debtors have not yet had the opportunity to complete the evaluations which are necessary to the formulation of a plan. The Debtors also related that since the Petition Date, their management and restructuring professionals have been in regular contact with senior executives and restructuring professionals representing the Debtors' major constituencies. However, the internal management issues within Debtors in the first months of these Chapter 11 Cases posed a significant distraction. In addition to telephonic contact, several face to face meetings have taken place and restructuring professionals have met numerous times. The Debtors also said they have been responding to creditor requests for a tremendous amount of financial and other information for plan negotiations. The Debtors' management and professionals have been preparing financial models and term sheets and they have engaged with creditor groups in plan discussions. The Debtors also noted that FTI, since its engagement, has concentrated its efforts on moving the Debtors towards a plan of reorganization and related disclosure statement. The Debtors initially contemplated for the plan to provide for the sale of the Debtors' assets to a stalking horse bidder, with an auction of the Debtors' assets before the confirmation hearing on the Plan. FTI prepared a solicitation "Teaser" and sent it out to about 280 parties on March 31, 2014, to actively solicit bids. An additional 20 parties have subsequently received the teaser, bringing the total to approximately 300 parties that have received it. Approximately one-fourth of the potential bidders are financial entities (investor groups interested in clean tech and/or distressed assets) and the remaining three-fourths are strategic entities (companies involved in the solar energy field). The target list was pulled from FTI's proprietary database that was compiled from conducting numerous other sale processes within the clean tech arena, and specifically in the solar energy field. The Debtors set up a Merrill Date Site, containing pertinent information concerning their assets and operations. FTI provided a non-disclosure agreement to parties interested in acquiring the Debtors' assets; upon signing the NDA, such parties were granted access to the Merrill Data Site. In addition, the Debtors' key employees have been available for discussions with interested parties. FTI has answered due diligence questions from numerous interest parties that have executed the NDA, along with assistance from the Debtors' key employees. FTI set May 15, 2014 as the deadline for the initial letters of intent and has received four LOIs. The Debtors are formulating the bidding procedures for an auction sale under section 363 instead of a plan, and are in the process of selecting their stalking horse bidder. About Martifer Solar Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014. Martifer Solar USA, which is based in Los Angeles, California, estimated $10 million to $50 million in assets and liabilities. Bankruptcy Judge August B. Landis oversees the case. The Debtors tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, in Las Vegas, as counsel, and Armory Consulting Co. as restructuring and financial advisor. The Debtors tapped Foley Hoag LLP as special Massachusetts litigation counsel with respect to a pending litigation relating to EPG Solar, LLC; and Foley & Lardner LLP as special solar counsel. The Debtors also won approval to hire FTI and Michael Tucker, a senior managing director of FTI, to serve as the company's chief restructuring officer. Cathay Bank, a prepetition lender, is represented by Michael Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph L. Howard, Esq., at Kolesar & Leatham. Martifer Solar Inc., the proposed DIP Lender, and ultimate parent of the Debtors, is represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc. Tracy Hope Davis, the U.S. Trustee for Region 17, appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee has retained Pachulski Stang Ziehl & Jones LLP's Bradford J. Sandler, Esq., Shirley S. Cho, Esq., Jason Rosell, Esq., and Patricia Jeffries, Esq.; and Larson & Zirzow, Matthew C. Zirzow, Esq., Zachariah Larson, Esq., and Carey Shurtliff, Esq., as counsel. * * * Martifer Aurora Solar LLC intends to emerge from reorganization by mid-July by selling the business. According to a Bloomberg News report, the Company has said it hopes to have a so-called stalking-horse bidder signed to a contract in time for an auction in mid-June. METRO FORT: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Metro Fort Myers, LLC 17660 S. Tamiami Trail, Suite 106 Fort Myers, FL 33908 Case No.: 14-05893 Chapter 11 Petition Date: May 23, 2014 Court: Hon. United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Robert L Vaughn, Esq. LAW OFFICE OF ROBERT L. VAUGHN PA 2080 Collier Ave. Fort Myers, FL 33901 Tel: 239-936-9393 Fax: 239-936-9237 Email: Robert@vaughnlaw.net Total Assets: $996,336 Total Liabilities: $10 million The petition was signed by Henry A. Porterfield, managing member. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-05893.pdf MILLER HEIMAN: Bank Debt Trades at 4% Off ----------------------------------------- Participations in a syndicated loan under which Miller Heiman Inc. is a borrower traded in the secondary market at 96.10 cents-on- the-dollar during the week ended Friday, May 23, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.22 percentage points from the previous week, The Journal relates. Miller Heiman pays 575 basis points above LIBOR to borrow under the facility. The bank loan matures on Sept. 24, 2019, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. MONARCH COMMUNITY: Shareholders Elected Three Directors ------------------------------------------------------- Monarch Community Bancorp, Inc., held its annual meeting of shareholders on May 20, 2014, at which the shareholders: 1. elected Harold A. Adamson, James W. Gordon and Karl F. Loomis as directors for a three-year term to expire in 2017; 2. approved the compensation of the Company's executive officers; 3. approved, on a non-binding advisory basis, the holding of future advisory vote on executive compensation every three years; and 4. ratified the appointment of Plante & Moran, PLLC, as the Company's independent auditors for the fiscal year ending Dec. 31, 2014. About Monarch Community Coldwater, Michigan-based Monarch Community Bancorp, Inc., was incorporated in March 2002 under Maryland law to hold all of the common stock of Monarch Community Bank, formerly known as Branch County Federal Savings and Loan Association. The Bank converted to a stock savings institution effective Aug. 29, 2002. In connection with the conversion, the Company sold 2,314,375 shares of its common stock in a subscription offering. Monarch Community reported a net loss available to common stockholders of $2.55 million in 2013, a net loss available to common sockholders of $741,000 in 2012 and a net loss of $353,000 in 2011. The Company's balance sheet at March 31, 2014, showed $183.54 million in total assets, $163.67 million in total liabilities and $19.87 million in total stockholders' equity. MONTAGE TECHNOLOGY: Receives NASDAQ Listing Non-Compliance Notice ----------------------------------------------------------------- Montage Technology Group Limited, a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, on May 22 disclosed that on May 20, 2014, Montage Technology Group Limited received a letter from the NASDAQ Stock Market LLC indicating that NASDAQ has determined that the Company's failure to file its Form 10-Q for the period ended March 31, 2014 with the Securities and Exchange Commission serves as an additional basis to delist the ordinary shares of the Company pursuant to NASDAQ Listing Rule 5250(c)(1). The Company disclosed in its Form 12b-25 Notification of Late Filing, filed on May 16, 2014, that its Form 10-Q for the period ended March 31, 2014 cannot be finalized until the completion of the audit committee's review of allegations contained in reports issued by Gravity Research and the completion of the audit of the Company's financial statements for the period ended March 31, 2014. As previously disclosed, pursuant to NASDAQ Listing Rule 5101, NASDAQ has elected to exercise its discretionary authority to expedite the review process and has requested that the Company, if it chooses to do so, submit a plan to regain compliance with NASDAQ's requirements for continued listing no later than June 2, 2014. If NASDAQ accepts the plan, the Company will be granted an exception of up to 180 calendar days from March 31, 2014, or September 29, 2014, to regain compliance. If the Company does not submit a plan of compliance, or if the plan is not accepted by NASDAQ, the Company may be subject to delisting procedures as set forth in the NASDAQ Listing Rules. The Company plans to provide NASDAQ with a plan by June 2, 2014 to show that it will be able to return to compliance with the NASDAQ Listing Rules by filing its Forms 10-K and 10-Q. About Montage Technology Montage Technology -- http://www.montage-tech.com-- is a global fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. In the home entertainment market, Montage's technology platform enables the Company to design highly integrated end-to-end solutions with customized software for set-top boxes. These solutions optimize signal processing performance under demanding operating conditions typically found in emerging marketing environments. In the cloud computing market, Montage offers high performance, low power memory interface solutions that enable memory intensive server applications. Its technology platform approach allows Montage to provide integrated solutions that meet the expanding needs of customers through continuous innovation, efficient design and rapid product development. MT. GOX: Plan To Resurrect Exchange Can Be Pitched To Trustee ------------------------------------------------------------- Law360 reported that U.S. creditors behind a proposed class action over Mt. Gox Inc.'s collapse won initial approval of a settlement, which will allow them to pitch a plan to revive the bitcoin exchange, to the trustee overseeing Mt. Gox's bankruptcy in Japan. According to the report, At a federal court hearing in Chicago, U.S. District Judge Gary Feinerman granted preliminary approval to the deal, in which plaintiffs Gregory Greene and Joseph Lack agreed to drop claims against two Mt. Gox executives and stay the remainder of their lawsuit targeting CEO Mark Karpeles and others. The settlement is based on a proposed reorganization plan that would turn control of Mt. Gox over to investor group Sunlot Holdings Ltd. and hand customers of the old exchange a 16.5 percent stake in Mt. Gox's renewed operations, the report related. The creditors would also immediately receive a prorated disbursement of 200,000 bitcoins -- worth around $116 million -- and other currency still held by Mt. Gox, which shut down after filing for bankruptcy in Tokyo court in late February, the report said. 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. NAVIENT CORP: Ability to Repay Debt is Under Pressure, Fitch Says ----------------------------------------------------------------- Navient Corporation's expected cash flows from the runoff portfolio and fee-based businesses would be sufficient to repay $18 billion in existing senior unsecured debt under a single factor stress scenario, according to Fitch Ratings. This according to Fitch's analysis of Navient's (rated 'BB' with a Stable Outlook) $130 billion legacy FFELP and private student loan portfolio. That said, Navient's ability to repay debt in full would come under pressure in a scenario where multiple stress factors are simultaneously applied. Following the strategic separation of Navient from SLM Corporation (SLM) in April, Fitch assigned a new 'BB' IDR to Navient and transferred SLM's senior unsecured debt ratings to Navient at 'BB'. Per the terms of the separation, SLM's existing public unsecured debt was assumed by Navient. Ratings assigned to Navient's outstanding debt reflect continued uncertainty regarding the long-term strategic direction of the company. However, Fitch believes the run-off cash flow analysis provides a degree of downside protection to debt holders. NET ELEMENT: Drew Freeman Appointed to Board of Directors --------------------------------------------------------- Drew Freeman has been appointed to Net Element's Board of Directors and will serve on the Board's Audit Committee. Mr. Freeman is replacing Felix Vulis as an independent director of Net Element. Mr. Vulis resigned effective May 21, 2014. Mr. Vulis served on the Board of Directors of the Company since October 2012 and resigned due to personal reasons. There was no disagreement with the Board of Directors or the Company's management, with respect to Mr. Vulis' departure. Mr. Freeman is an accomplished industry veteran with more than 30 years of electronic payments and merchant services industry experience. His experience includes extensive work with agent banks, referral banks, direct sales, software integration, internet sales, dining programs, American Express, Diners Club, Discover Card, JCB and ISO/MSP programs. Mr. Freeman is currently the president of Freeman Consulting, Inc., a payments consulting firm that works with private equity groups and independent sales organizations. Prior to that, Mr. Freeman served as president of Merchant Data Systems from 2009 to 2013, Group Executive at Chase Paymentech from 2006 to 2007, and executive vice president at JP Morgan Chase-First Data JV (Chase Merchant Services) from 2000 to 2006. Mr. Freeman earned a bachelor of business administration degree from the University of Miami. "I am pleased to have Drew join our Board of Directors," Oleg Firer, CEO of Net Element commented. "Mr. Freeman will add value with his considerable experience and knowledge in the electronic payments industry." Mr. Freeman commented, "I am honored to join Net Element's Board of Directors and look forward to helping the Company in its growth and expansion." As a member of the Company's Audit Committee, Mr. Freeman will receive an annual retainer of $5,000. Mr. Freeman will also receive a grant of 15,000 shares of the Company's common stock per year (pro-rated for any partial calendar year for which he serves), which shares will vest on a quarterly basis during the year of service. The Company will also reimburse Mr. Freeman for all reasonable out-of-pocket expenses incurred in connection with his attendance at meetings of the Board of Directors and any committees thereof, including, without limitation, travel, lodging and meal expenses. About Net Element Miami, Fla.-based Net Element International, Inc. (formerly Net Element, Inc.,) currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $48.31 million in 2013, as compared with a net loss of $16.38 million in 2012. As of Dec. 31, 2013, the Company had $22.50 million in total assets, $37.91 million in total liabilities and a $15.40 million total stockholders' deficit. BDO USA, LLP, in Miami, 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 suffered recurring losses from operations and has used substantial amounts of cash to fund its operating activities that raise substantial doubt about its ability to continue as a going concern. NOBLE LOGISTICS: Court Approves Sale to Gladstone ------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the sale of Noble Logistics Inc., et al.'s assets to NDLI Acquisition, Inc., an entity affiliated with the Debtors' junior secured lender, Gladstone Investment Corp. There were no competing bids, so an auction was cancelled. The price is at least $19 million, compared with the original contract for $14.5 million, Bill Rochelle, the bankruptcy columnist for Bloomberg News, said. If the buyer ends up not assuming liabilities to cure payment defaults on contracts going along with the sale, those costs will increase the purchase price, Mr. Rochelle added. About Noble Logistics, Inc. Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-10442) on Feb. 28, 2014 in Delaware. Gregg M. Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP, serve as counsel to the Debtor. The Debtor estimated $10 million to $50 million in both assets and liabilities. On March 24, 2014, Roberta A. DeAngelis, U.S. Trustee Region 3, notified the Bankruptcy Court that she has been unable to appoint a creditors committee in the Debtors' Chapter 11 cases due to insufficient response to the Trustee's communication/contact for service on the committee. OCZ TECHNOLOGY: Files Liquidating Plan for July Confirmation ------------------------------------------------------------ OCZ Technology Group Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a plan of liquidation and accompanying disclosure statement after selling most of its business for $35 million to Toshiba Corp. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the liquidating plan may pay nothing to unsecured creditors, except for proceeds from lawsuits. The plan provides that holders of $13.1 million in 9% convertible senior secured notes will receive what's left after paying costs of bankruptcy, other than recoveries from lawsuits, the report related. The percentage recovery for noteholders is left blank for now in the explanatory disclosure statement, the report further related. There will be a hearing on June 13 for approval of the disclosure statement, while the tentative schedule calls for a July 6 confirmation hearing to approve the plan, the report added. About OCZ San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ) designs, manufactures, and distributes high-performance solid- state storage solutions and premium computer components. OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation for $35 million. As of the bankruptcy filing, the Debtors had funded indebtedness of $29.3 million and general unsecured trade obligations of $31.4 million. The Debtors are represented by Mayer Brown LLP's Sean T. Scott, Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman, Esq., as Delaware local counsel. Deutsche Bank is the Debtors' investment banker. Mike Rizzo Jr. at RAS Management Advisors, LLC, serves as financial advisors to the Debtors. The Hon. Peter J. Walsh presides over the case. Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams, Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the official committee of unsecured creditors, and Greenberg Traurig, LLP's Dennis A. Meloro, Esq. serves as local counsel. OCZ Technology, on Jan. 17, 2014, received approval from the Bankruptcy Court to sell substantially all of its assets to Toshiba Corporation for $35 million. OCZ Technology changed its name to ZCO Liquidating Corporation. OVERSEAS SHIPHOLDING: Plan Outline Hearing Moved to Tuesday ----------------------------------------------------------- Bankruptcy Judge Peter J. Walsh in Delaware moved to Tuesday, May 27, 2014, at 2:00 p.m. the hearing to consider approval of the disclosure statement explaining the First Amended Plan of Reorganization filed by Overseas Shipholding Group, Inc. and its affiliated debtors. The Plan was filed May 2 and effectuates the terms of an alternative plan received from certain holders of existing equity interests of the Company representing approximately 30% of the existing common stock of OSG. The Disclosure Statement hearing was originally set for May 23. At the hearing, the Court will also consider an equity commitment agreement that OSG reached with the equity holders. Upon approval of the Disclosure Statement, the Debtors will solicit acceptances of the Amended Equity Plan, and seek its confirmation by the Bankruptcy Court in accordance with the Bankruptcy Court's orders. On May 23, the Bankruptcy Court permitted OSG to file an unredacted form of the exit financing letter under seal. The Bankruptcy Court also granted OSG's request and vacated the final order establishing restrictions and procedures for certain trading activity in equity interests in OSG. About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. U.S. Bank National Association is the successor administrative agent under the $1.5 billion credit agreement, dated as of February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and OSG International, Inc., as joint and several borrowers, (b) the Administrative Agent and (c) various lenders party thereto. Counsel to the Administrative Agent are Milbank, Tweed, Hadley & McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP. Lazard Freres & Co. LLC serves as advisor to the Administrative Agent. An official committee of Equity Security Holders has been appointed in the case. It is represented by Brown Rudnick LLP's Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle, Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H. Strock, Esq. and L. John Bird, Esq. * * * In March 2014, OSG filed a plan of reorganization that hinges on a plan support agreement it struck with lenders holding an aggregate of approximately 77% of amounts outstanding under the Company's Unsecured Revolving Credit Facility. The Debtors and the so- called Consenting Lenders also agreed to the terms of a $300,000,000 rights offering, which would be backstopped by the Consenting Lenders. The Original Plan generally provided that creditors' allowed non-subordinated claims against the Debtors other than claims under the Unsecured Revolving Credit Facility, would be paid in full, in cash, including post-petition interest, or reinstated and holders of equity interests and claims subordinated pursuant to section 510(b) of the Bankruptcy Code would receive a combination of shares of common stock and warrants issued by reorganized OSG valued at approximately $61,400,000. Under the Original Plan, holders of claims arising out of the Unsecured Revolving Credit Facility would receive their pro rata share of stock and warrants of the reorganized OSG. In addition, the Original Plan provided that the 7.50% Unsecured Senior Notes due in 2024 issued by OSG and the 8.125% Unsecured Senior Notes due in 2018 issued by OSG will be reinstated, following payment of outstanding interest. The Debtors also entered into a commitment letter with Goldman Sachs Bank USA to provide $935,000,000 in exit financing to the fund the Debtors' emergence from bankruptcy. Late in April, following negotiations with equity holders and the official committee of equity security holders, OSG abandoned the agreement with the Consenting Lenders as well as the Original Plan, and filed an amended Plan premised on an equity commitment agreement with the Equity Holders, who collectively hold approximately 30% of the outstanding shares of the Company. Each Commitment Party has agreed to purchase shares in a rights offering with an aggregate offering amount of $1,500,000,000, and committed to purchase shares in respect of unexercised subscription rights in the rights offering. On May 20, 2014, the Debtors said the amount to be raised through the rights offering has been increased to $1.505 billion, pursuant to the issuance of additional subscription rights. The Debtors will distribute to each Equity Holder one subscription right in respect of each existing equity interest held by such Equity Holder. So-called Class B securities carry an entitlement to distribution of up to 10 % of the net litigation recovery in the malpractice lawsuit against Proskauer Rose LLP and four of its partners. The Debtors also abandoned the financing deal with Goldman Sachs and, instead, accepted the funding offer from Jefferies Finance LLC, which consisted of (a) a $600,000,000 term loan secured by a first lien on the Debtors' U.S. Flag assets; (b) a $600,000,000 term loan secured by a first lien on the Debtors' International Flag assets; (c) a $75,000,000 asset based revolving loan facility; and (d) a $75,000,000 revolving loan facility. OVERSEAS SHIPHOLDING: Rights Offering Raised to $1.505 Billion -------------------------------------------------------------- Overseas Shipholding Group, Inc. and its affiliated debtors entered into an equity commitment agreement on May 2, 2014, with certain parties, including certain holders of existing equity interests of the Company representing approximately 30% of the existing common stock of OSG. On May 20, 2014, the Debtors and each of the Commitment Parties entered into an amendment to the Equity Commitment Agreement. The Amendment increases the amount to be raised by the Company through the rights offering contemplated by the Equity Commitment Agreement from $1.500 billion to $1.505 billion, pursuant to the issuance of additional subscription rights. The Rights Offering will be back-stopped by each Commitment Party or its designee on a several but not joint basis. The Equity Commitment Agreement also increases the number of Class A shares or Class A warrants that can be purchased for each share held of OSG common stock upon exercise of each Subscription Right by certain holders thereof, from 11.5 Class A shares or Class A warrants to 12 Class A shares or Class A warrants. The Equity Commitment Agreement, as amended, remains subject to the approval of the Bankruptcy Court. About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. U.S. Bank National Association is the successor administrative agent under the $1.5 billion credit agreement, dated as of February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and OSG International, Inc., as joint and several borrowers, (b) the Administrative Agent and (c) various lenders party thereto. Counsel to the Administrative Agent are Milbank, Tweed, Hadley & McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP. Lazard Freres & Co. LLC serves as advisor to the Administrative Agent. An official committee of Equity Security Holders has been appointed in the case. It is represented by Brown Rudnick LLP's Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle, Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H. Strock, Esq. and L. John Bird, Esq. * * * In March 2014, OSG filed a plan of reorganization that hinges on a plan support agreement it struck with lenders holding an aggregate of approximately 77% of amounts outstanding under the Company's Unsecured Revolving Credit Facility. The Debtors and the so- called Consenting Lenders also agreed to the terms of a $300,000,000 rights offering, which would be backstopped by the Consenting Lenders. The Original Plan generally provided that creditors' allowed non-subordinated claims against the Debtors other than claims under the Unsecured Revolving Credit Facility, would be paid in full, in cash, including post-petition interest, or reinstated and holders of equity interests and claims subordinated pursuant to section 510(b) of the Bankruptcy Code would receive a combination of shares of common stock and warrants issued by reorganized OSG valued at approximately $61,400,000. Under the Original Plan, holders of claims arising out of the Unsecured Revolving Credit Facility would receive their pro rata share of stock and warrants of the reorganized OSG. In addition, the Original Plan provided that the 7.50% Unsecured Senior Notes due in 2024 issued by OSG and the 8.125% Unsecured Senior Notes due in 2018 issued by OSG will be reinstated, following payment of outstanding interest. The Debtors also entered into a commitment letter with Goldman Sachs Bank USA to provide $935,000,000 in exit financing to the fund the Debtors' emergence from bankruptcy. Late in April, following negotiations with equity holders and the official committee of equity security holders, OSG abandoned the agreement with the Consenting Lenders as well as the Original Plan, and filed an amended Plan premised on an equity commitment agreement with the Equity Holders, who collectively hold approximately 30% of the outstanding shares of the Company. Each Commitment Party has agreed to purchase shares in a rights offering with an aggregate offering amount of $1,500,000,000, and committed to purchase shares in respect of unexercised subscription rights in the rights offering. On May 20, 2014, the Debtors said the amount to be raised through the rights offering has been increased to $1.505 billion, pursuant to the issuance of additional subscription rights. The Debtors will distribute to each Equity Holder one subscription right in respect of each existing equity interest held by such Equity Holder. So-called Class B securities carry an entitlement to distribution of up to 10 % of the net litigation recovery in the malpractice lawsuit against Proskauer Rose LLP and four of its partners. The Debtors also abandoned the financing deal with Goldman Sachs and, instead, accepted the funding offer from Jefferies Finance LLC, which consisted of (a) a $600,000,000 term loan secured by a first lien on the Debtors' U.S. Flag assets; (b) a $600,000,000 term loan secured by a first lien on the Debtors' International Flag assets; (c) a $75,000,000 asset based revolving loan facility; and (d) a $75,000,000 revolving loan facility. OVERSEAS SHIPHOLDING: Settles Class Suit, Rift With CEXIM & DSF --------------------------------------------------------------- Overseas Shipholding Group, Inc. and its affiliated debtors filed on May 2, 2014, with the Bankruptcy Court an amended plan of reorganization that effectuates the terms of the alternative plan of reorganization received from certain holders of existing equity interests of the Company representing approximately 30% of the existing common stock of OSG. On May 21, 2014, the Debtors filed with the Bankruptcy Court an amendment to the Equity Plan and Disclosure Statement. The Amended Equity Plan reflects the resolution of disputes with three separate creditor constituents. On May 23, the Bankruptcy Court approved those stipulations. (A) Settlement of Securities Class Action On May 20, 2014, the Debtors and court-appointed lead plaintiffs in the consolidated securities class action styled In re OSG Securities Litigation, pending in the United States District Court for the Southern District of New York, entered into a stipulation providing for settlement and resolution of Lead Plaintiffs' claims against the Debtors pursuant to the Amended Equity Plan. Pursuant to the Securities Class Stipulation, the Debtors have agreed to provide in the Amended Equity Plan for allowance of the Lead Plaintiffs' claims, on behalf of a class of persons who, between October 29, 2007 and October 19, 2012, purchased (i) 8.125% Senior Notes due 2018 issued or traceable to the $300 million public offering on or about March 24, 2010 or (ii) OSG common stock. The claims will be allowed, in full, final and complete settlement of any claims Lead Plaintiffs or members of the Putative Class have or could have asserted against the Debtors through the following distributions: (i) $7 million in cash, payable by the Debtors on the initial distribution date for the Amended Equity Plan; (ii) 15% of the Net Proceeds of the Debtors' professional liability action against Proskauer Rose LLP and certain individual defendants; (iii) $5 million in cash, payable by Reorganized OSG upon resolution of the Professional Liability Action; (iv) $3 million in cash, payable by Reorganized OSG on the first anniversary of the effective date of the Amended Equity Plan; (v) proceeds of any of the Debtors' residual interests in certain director and officer insurance policies; and (vi) any remaining cash in a $2 million reserve, after accounting for satisfaction or resolution of other subordinated claims. OSG revised the Plan to provide that a single Class (New Class E1) will comprise all Subordinated Debt and Equity Claims, including but not limited to Claim 1547 filed by the Lead Plaintiffs. The New Class E1 will be impaired. OSG's original plan filed in March 2014, provided that all claims of the Putative Class would be treated as Subordinated Claims and classified together with Old OSG Equity Interests in Class E1, regardless of whether the Putative Class claims were based on purchase or sale of Debt Securities or Equity Securities. The Original Plan also provided that holders of Allowed Class E1 Claims would receive a pro rata share of Reorganized OSG Equity equal to $61.4 million, subject to dilution on account of certain events. The First Amended Plan filed on May 2 provided that the Debt Securities Claims would be classified in new Class E1 and Equity Securities Claims would be in new Class E2. The Holders of Allowed Claim in E1 or E2 would receive its pro rata share of the proceeds of any residual director and officer insurance, and to the extent its Claim exceed that Pro Rata share, Cash equal to the amount of the Allowed Claim form and subject to a reserve capped at $2 million. The Lead Plaintiffs objected to the treatment of their Claim provided in both Plan versions. The Debtors and the Lead Plaintiffs engaged in negotiations to avoid costs and risks inherent in litigating the Objection. The Securities Class Stipulation resolves only the Lead Plaintiffs' and Putative Class members' claims against the Debtors. The Lead Plaintiffs' claims pending in the District Court against certain of the Debtors' current and former officers, auditors and underwriters are unaffected. The Securities Class Stipulation provides for Lead Plaintiffs' agreement to support and vote in favor of the Amended Equity Plan. Allocation and distribution to members of the Putative Class, as well as approval of legal fees and reimbursement of expenses to counsel for Lead Plaintiffs, will be resolved by the District Court, subject to approval by the Bankruptcy Court. (B) Settlements With CEXIM, DSF Lenders On April 23, 2014, the Debtors received notices from the lenders under their pre-petition secured loan facilities, the Export- Import Bank of China ("CEXIM") and Danish Ship Finance ("DSF"), that CEXIM and DSF intended to object to the then current plan of reorganization on the basis, among other things, that it did not provide for payment of 2% contractual default interest as provided under their respective loan agreements. CEXIM filed seven proofs of claim asserting claims for at least $311,751,114 in principal, plus interest and additional fees. DSF filed 13 proofs of claim asserting claims for at least $268,626,135 in principal, plus interest and additional fees. On May 21, 2014, the Debtors entered into stipulations with CEXIM and DSF providing for settlement and resolution of all potential objections of CEXIM and DSF to the Amended Equity Plan. Pursuant to the CEXIM and DSF Stipulations, the Debtors have agreed to provide in the Amended Equity Plan for allowance of default interest on the principal amount outstanding under the CEXIM and DSF facilities at the rate of 1% per annum from the Petition Date. Specifically, the Debtors agreed to amend the First Amended Plan to provide for the allowance of the CEXIM Claims in the aggregate principal amount of $311,751,114. The Debtors will also amend the First Amended Plan to provide for the allowance of the DSF Claims in the aggregate principal amount of $266,935,724. The CEXIM and DSF Stipulations provide for CEXIM and DSF's agreement to support and vote in factor of the Amended Equity Plan. CEXIM is represented by: Louis R. Strubeck, Esq. NORTON ROSE FULBRIGHT LLP 2200 Ross Avenue, Suite 2800 Dallas, TX 75201 Tel: 214-855-8000 Fax: 214-855-8200 E-mail: louis.strubeck@nortonrosefulbright.com DSF is represented by: John R. Ashmead, Esq. SEWARD & KISSEL LLP One Battery Park Plaza New York, NY 10004 Tel: 212-574-1200 Fax: 212-480-8421 E-mail: ashmead@sewkis.com About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. U.S. Bank National Association is the successor administrative agent under the $1.5 billion credit agreement, dated as of February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and OSG International, Inc., as joint and several borrowers, (b) the Administrative Agent and (c) various lenders party thereto. Counsel to the Administrative Agent are Milbank, Tweed, Hadley & McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP. Lazard Freres & Co. LLC serves as advisor to the Administrative Agent. An official committee of Equity Security Holders has been appointed in the case. It is represented by Brown Rudnick LLP's Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle, Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H. Strock, Esq. and L. John Bird, Esq. * * * In March 2014, OSG filed a plan of reorganization that hinges on a plan support agreement it struck with lenders holding an aggregate of approximately 77% of amounts outstanding under the Company's Unsecured Revolving Credit Facility. The Debtors and the so- called Consenting Lenders also agreed to the terms of a $300,000,000 rights offering, which would be backstopped by the Consenting Lenders. The Original Plan generally provided that creditors' allowed non-subordinated claims against the Debtors other than claims under the Unsecured Revolving Credit Facility, would be paid in full, in cash, including post-petition interest, or reinstated and holders of equity interests and claims subordinated pursuant to section 510(b) of the Bankruptcy Code would receive a combination of shares of common stock and warrants issued by reorganized OSG valued at approximately $61,400,000. Under the Original Plan, holders of claims arising out of the Unsecured Revolving Credit Facility would receive their pro rata share of stock and warrants of the reorganized OSG. In addition, the Original Plan provided that the 7.50% Unsecured Senior Notes due in 2024 issued by OSG and the 8.125% Unsecured Senior Notes due in 2018 issued by OSG will be reinstated, following payment of outstanding interest. The Debtors also entered into a commitment letter with Goldman Sachs Bank USA to provide $935,000,000 in exit financing to the fund the Debtors' emergence from bankruptcy. Late in April, following negotiations with equity holders and the official committee of equity security holders, OSG abandoned the agreement with the Consenting Lenders as well as the Original Plan, and filed an amended Plan premised on an equity commitment agreement with the Equity Holders, who collectively hold approximately 30% of the outstanding shares of the Company. Each Commitment Party has agreed to purchase shares in a rights offering with an aggregate offering amount of $1,500,000,000, and committed to purchase shares in respect of unexercised subscription rights in the rights offering. On May 20, 2014, the Debtors said the amount to be raised through the rights offering has been increased to $1.505 billion, pursuant to the issuance of additional subscription rights. The Debtors will distribute to each Equity Holder one subscription right in respect of each existing equity interest held by such Equity Holder. So-called Class B securities carry an entitlement to distribution of up to 10 % of the net litigation recovery in the malpractice lawsuit against Proskauer Rose LLP and four of its partners. The Debtors also abandoned the financing deal with Goldman Sachs and, instead, accepted the funding offer from Jefferies Finance LLC, which consisted of (a) a $600,000,000 term loan secured by a first lien on the Debtors' U.S. Flag assets; (b) a $600,000,000 term loan secured by a first lien on the Debtors' International Flag assets; (c) a $75,000,000 asset based revolving loan facility; and (d) a $75,000,000 revolving loan facility. PEANUT CORP: Former Exec Pleads Guilty In Deadly Salmonella Case ---------------------------------------------------------------- Law360 reported that a former manager at defunct Peanut Corp. of America faces up to six years in prison after he pled guilty during an appearance in Georgia federal court to his role in a massive salmonella outbreak that killed at least nine people. According to the report, as part of a deal with prosecutors, Samuel Lightsey pled guilty to seven counts, including wire fraud, obstruction of justice and conspiracy. He previously pled not guilty to the same charges following his February 2013 indictment, but he changed his plea, the report related. Lightsey's charges carry a maximum of 53 years in prison, but a plea agreement filed with the court said prosecutors plan to recommend that he serve no more than six, the report further related. No date for the sentencing has been set, the report said. The case is UNITED STATES OF AMERICA v. Parnell et al., Case No. 1:13-cr-00012 (M.D. Ga.). About Peanut Corp. Peanut Corporation of America sold peanut butter and peanut paste to companies that made products including cookies, crackers and pet food. Following a 2008 nationwide outbreak of Salmonella poisoning that reports say sickened more than 700 people and killed nine, Peanut Corp. -- http://www.peanutcorp.com/-- filed a Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va. Case No. 09-60452). The Company estimated its assets and liabilities in the range of $1 million to $10 million at the time of the filing. In September 2010, Judge Norman Moon of the U.S. District Court for the Western District of Virginia allowed PCA settle tort claims with more than two dozen victims of the 2008 salmonella outbreak at the company's facilities. Under the settlement, the PCA trustee would distribute $12 million to resolve tort claims arising from people who became ill or died after eating salmonella-tainted peanut products. PEREGRINE FINANCIAL: Reaches $10M Deal With Ponzi Victims --------------------------------------------------------- Law360 reported that the trustee overseeing Peregrine Financial Group Inc.'s bankruptcy asked an Illinois federal judge to approve a $10 million settlement reached with the receiver recovering funds from a Ponzi scheme run by jailed Crown Forex SA principal Trevor Cook. According to the report, Chapter 7 trustee Ira Bodenstein asked Judge Carol A. Doyle to approve the settlement, which would release the Peregrine estate from all but one of attorney R.J. Zayed's claims, including allegations that Peregrine managers ignored red flags as Cook and his cohorts sent them $48 million. About Peregrine Financial Peregrine Financial Group Inc. filed to liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488) on July 10, 2012, disclosing between $500 million and $1 billion of assets, and between $100 million and $500 million of liabilities. Earlier that day, at the behest of the U.S. Commodity Futures Trading Commission, a U.S. district judge appointed a receiver and froze the firm's assets. The firm put itself into bankruptcy liquidation in Chicago later the same day. The CFTC had sued Peregrine, saying that more than $200 million of supposedly segregated customer funds had been "misappropriated." The CFTC case is U.S. Commodity Futures Trading Commission v. Peregrine Financial Group Inc., 12-cv-5383, U.S. District Court, Northern District of Illinois (Chicago). Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted suicide outside a firm office in Cedar Falls, Iowa, on July 9. The bankruptcy petition was signed in his place by Russell R. Wasendorf Jr., the firm's chief operating officer. The resolution stated that Wasendorf Jr. was given a power of attorney on July 3 to exercise if Wasendorf Sr. became incapacitated. Peregrine Financial is the regulated unit of the brokerage PFGBest. POST HOLDINGS: Moody's Confirms 'B1' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service, Inc. confirmed the B1 Corporate Family Rating (CFR) and B1-PD Probability of Default Rating (PDR) of Post Holdings, Inc. ("Post") and lowered the company's senior unsecured debt ratings to B2 from B1. Moody's also assigned ratings to $1.9 billion of debt instruments being arranged in connection with the pending acquisition of Michael Foods Group, Inc. ("Michael Foods"). The rating assignments include Ba1 ratings to $1.3 billion of proposed senior secured debt instruments, and a B2 rating to $630 million of proposed senior unsecured notes. Moody's also affirmed the company's Speculative Grade Liquidity Rating at SGL-3. The rating outlook is stable. This action concludes the review for downgrade that commenced on April 17, 2014 after Post announced that it had agreed to acquire Michael Foods for approximately $2.5 billion. The transaction is expected to close in June 2014. Post plans to fund the $2.45 billion purchase price using cash on hand and proceeds from a proposed $885 million senior secured term loan due 2021, proposed $630 million of senior unsecured notes due 2022, and the issuance on May 21, 2014 of $262 million of common stock and $250 million of common equity-linked securities ("Tangible Equity Units"). The company's existing senior secured revolving credit facility expiring January 29, 2019 will be increased to $400 million from $300 million at closing and will remain undrawn. At closing, financial leverage will increase with net debt/EBITDA (after Moody's adjustments) rising to approximately 6.5 times from 4.5 times currently. Moody's expects that leverage will decline to comfortably below 6 times by fiscal year end September 2015, assuming that Post (including the pending $150 million PowerBar acquisition) generates at least $200 million of free cash flow next year. Rating Rationale The B1 Corporate Family Rating reflects high leverage resulting from the acquisition of Michael Foods that will rise above acceptable levels for the current rating. Moody's expects that strong free cash flow from new and existing business will allow the company to restore credit metrics to within an acceptable range within 15 months. The rating also reflects Posts' reduced capacity for additional financial leverage due to the unfavorable acquisition-driven shift in business portfolio quality in recent years toward newly-acquired businesses with lower margins and greater earnings volatility. "The scale and sales diversification added to the declining ready- to-eat cereal business over the past two years is an important credit positive," commented Brian Weddington, a Moody's Senior Credit Officer. "But the acquisitions have also been dilutive to the legacy cereal margins and have added new operational and competitive challenges," added Weddington. For this reason, Moody's lowered the level of sustainable debt/EBITDA at the B1 Corporate Family Rating to 5.75 times from 6.5 times. Including pending acquisitions, Post will have completed eight acquisitions in 18 months for over $4 billion in aggregate transaction value. The Michael Foods acquisition will double Post's sales to over $4.0 billion in fiscal 2015. The Michael Foods business, which is concentrated in unbranded egg products, generates relatively stable earnings and cash flow, but its profit margins are lower and less stable than Post's. Moody's estimates that the combined effect of margin-dilutive acquisitions and price competition will reduce Post's operating profit margin to about 8% in fiscal 2015 from over 14% in 2012, the year the company was spun-off by Ralcorp Holdings. Post plans to operate Michael Foods as an independent operating subsidiary; however, all rated debt securities will be issued or guaranteed by Post Holdings, Inc. Post Holdings, Inc. Ratings confirmed: Corporate Family Rating at B1; Probability of Default Rating at B1-PD; Ratings downgraded: Senior unsecured debt to B2 (LGD 4, 67%) from B1 (LGD 4, 51%); Ratings assigned: Senior secured debt at Ba1 (LGD 2, 12%); Senior unsecured debt at B2 (LGD 4, 67%); Ratings affirmed: Speculative Grade Liquidity Rating at SGL-3. The rating outlook is stable. The B2 senior unsecured debt rating is currently one notch below the B1 Corporate Family Rating reflecting the junior position of the $2.9 billion of unsecured debt in the capital structure (including an unrated $36 million note related to the Tangible Equity Units) relative to approximately $1.3 billion of proposed senior secured debt instruments, including an undrawn $400 million revolving credit facility. Post's ratings could be downgraded if operational challenges or future leveraged acquisitions cause a deterioration in financial metrics such that debt/EBITDA is likely to be sustained above 5.75 times. The company's current rapid pace of acquisitions makes a rating upgrade unlikely in the foreseeable future. However, the ratings could eventually be upgraded if Post is able to successfully integrate its recent acquisitions, and otherwise successfully manages its acquisition-led growth. Additionally, for an upgrade to be considered, Post will need to sustain debt/EBITDA below 5.0 times. Post Holdings, based in St. Louis, Missouri, is a manufacturer of shelf-stable center-of-the-store cereal, active nutrition and private label food products. Proforma annual sales, including acquisitions completed to date, are about $1.9 billion. Headquartered in Minnetonka, Minnesota, Michael Foods is a producer and distributor of egg products (approximately 71%), cheese and other dairy-case products (21%) and potato products (8%). Net sales for the twelve months ended December 31, 2013 were approximately $1.9 billion. PLATINUM PROPERTIES: To Fund Plan From Asset Sale to PPMC --------------------------------------------------------- Platinum Properties LLC and PPV LLC filed a Chapter 11 plan of liquidation and an explanatory disclosure statement with the U.S. Bankruptcy Court for the Southern District of Indiana. Overview of the Plan The Plan generally provides for the liquidation and conversion of all of the Debtors' assets to cash and the distribution of the net proceeds realized from the sale to creditors in accordance with the priorities established by the Bankruptcy Code. Described in very general terms, Allowed Administrative Expense Claims, Allowed Secured Claims, Allowed Priority Tax Claims, and Allowed Other Priority Claims will be paid in Cash in full. Allowed General Unsecured Claims will receive a Pro Rata distribution of the Debtors' remaining property. Based upon reasonable projections, it does not appear that holders of Equity Interests will receive a distribution under the Plan. From and after the plan confirmation date, the Debtors will continue in existence for the purposes set forth in the Plan. From and after the confirmation date, and subject to the effective date, the then current officers of each of the Debtors will continue to serve in their respective capacities through the earlier of the date the Debtors are dissolved in accordance with the Plan and the date such officer resigns, is replaced or is terminated. The Plan becomes effective when (i) the Court has entered a confirmation order, (ii) the confirmation order has become final and non-appealable, and (iii) all other conditions to consummation set forth in the plan have been satisfied. Funding for the Plan The Plan will be funded by (i) available cash on the effective date, and (ii) funds available after the effective date from, among other things, the liquidation of the Debtors' remaining assets and the prosecution and enforcement of asserted causes of action of the Debtors. Plan Sale As part of the plan sale, the Debtors seek approval of a private sale of the personal property to Platinum Properties Management Company LLC (PPMC) pursuant to Section 363 of the Bankruptcy Code. The plan sale will close within 30 days of the entry of the confirmation order. The terms of the plan sale, a more detailed description of the Personal Property to be sold, and a summary of the appraised value of the personal property will be outlined in the Plan, which will be provided on the exhibit filing date. Upon the closing of the plan sale, the sale and transfer of the personal property to PPMC will be a legal, valid, binding, and effective transfer of the personal property to PPMC and will vest in PPMC all rights, title and interests in the personal property free and clear of any and all liens, claims, interests, and encumbrances, including claims under successor liability theories pursuant to Section 363(f) of the Bankruptcy Code, except the personal property taxes will be paid by PPMC at the closing of the plan sale. Entry of the confirmation order will constitute the Court's approval of the plan sale and the transfer of the personal property to PPMC free and clear of any and all liens, claims, interests, and encumbrances, including claims under successor liability theories pursuant to Section 363(f). Implementation of the Plan From and after the effective date, a plan officer will be deemed to be appointed by the Court pursuant to the terms of the Plan. On the effective date, the plan officer shall be authorized to take all steps necessary to effect the provisions of the Plan and will, together with the Debtors, be an official distribution agent to the holders of Allowed Claims. The principal purpose of the plan officer is to make distributions in respect of Claims against the Debtors' Estates in accordance with the terms of the Plan. During the term of the appointment, the Plan Officer will comply with all of its obligations, including, but not limited to, obligations arising by operation of law or pursuant to the terms of the Plan. The Debtors have determined that Steven R. Edwards at 9757 Westpoint Drive, Suite 600, Indianapolis, Indiana, is well suited for the role of plan officer and should be so appointed. The plan officer will receive compensation at an hourly rate for his time spent fulfilling his duties under the Plan. That hourly rate shall be determined based on his prorated salary, as that salary existed prior to the filing of the Plan. The plan officer will also be entitled to reimbursement of out-of- pocket expenses, if any, incurred after his appointment in carrying out his duties under the Plan. A full-text copy of the disclosure statement is available for free at http://is.gd/1Lu6Ye A full-text copy of the plan of liquidation is available for free at http://is.gd/ZUfAJb About Platinum Properties and PPV LLC Indianapolis, Indiana-based Platinum Properties, LLC, is a residential real estate developer. Platinum acquires land, designs the projects, obtains zoning and other approvals, and constructs roads, drainage, utilities, and other infrastructure of residential subdivisions. Platinum then sells the finished, platted lots. Platinum also has an ownership interest in several special purpose entities that in turn own, operate and manage individual projects. PPV LLC is a joint venture between Platinum and a non-debtor entity, Pittman Partners, Inc., each of whom hold an equity interest in PPV. PPV owned four projects directly and owns 100% of the membership interest of Sweet Charity Estates, LLC. Platinum Properties and PPV LLC filed for Chapter 11 protection (Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25, 2011. Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana, serve as the Debtors' bankruptcy counsel. Platinum Properties disclosed $14,624,722 in assets and $181,990,960 in liabilities as of the Chapter 11 filing. The U.S. Trustee has not appointed a creditors committee in the Debtors' case. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. Q&Q REALTY: Case Summary & 5 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Q&Q Realty LLC 95-02 35th Avenue Flushing, NY 11372 Case No.: 14-42607 Chapter 11 Petition Date: May 22, 2014 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Robert J. Musso, Esq. ROSENBERG MUSSO & WEINER LLP 26 Court Street, Suite 2211 Brooklyn, NY 11242 Tel: (718) 855-6840 Fax: (718) 625-1966 Email: rmwlaw@att.net Total Assets: $2.50 million Total Liabilities: $2.12 million The petition was signed by Manuel Galban, managing member. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-42607.pdf ROTHSTEIN ROSENFELDT: Wife Hit With Judgment for Stolen Property ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Kimberly Rothstein, wife of jailed Ponzi schemer Scott Rothstein, now has to deal with a $2 million judgment in addition to the 18-month prison sentence she's serving after pleading guilty to obstruction of justice, money laundering, and tampering with a witness. According to the report, in June 2011, Kimberly Rothstein settled and agreed to turn over property bought with proceeds of stolen money. The settlement provided that the trustee could have judgment against her if there were property she didn't disclose, the report related. She was indicted in September 2012 for hiding and trying to sell jewelry, watches, and other items not disclosed, the report further related. She pleaded guilty and was sentenced in November to serve 18 months in prison, followed by two years of supervised release, the report said. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- was suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on Jan. 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. The official committee of unsecured creditors appointed in the case is represented by Michael Goldberg, Esq., at Akerman Senterfitt. RRA won approval of an amended liquidating Chapter 11 plan pursuant to the Court's July 17, 2013 confirmation order. The revised plan, filed in May, is centered around a $72.4 million settlement payment from TD Bank NA. SALT VERDE: Moody's Hikes Gas Revenue Bond Rating to 'Ba1' ---------------------------------------------------------- Moody's Investors Service has upgraded to Ba1 from Ba3 the rating of Salt Verde Financial Corporation Subordinate Gas Revenue Bonds, Series 2007. Rating Rationale This action results from Moody's upgrade to Ba1from Ba3 of MBIA Inc. announced on May 21, 2014. The Subordinate Lien Bonds are supported by a guaranteed investment agreement (GIC) provided by MBIA Inc. that is also insured by MBIA Insurance Corporation (B2). The rating of the Senior Gas Revenue Bonds, Series 2007 is currently Baa2 and is not affected by the action on the subordinate bonds. SEGA BIOFUELS: Negotiates with Creditors, Amends Plan ----------------------------------------------------- SEGA Biofuels, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Georgia, Wacross Division, an amended plan and disclosure statement. The Amended Plan proposes to pay creditors in full. The Debtor estimates that claims will total $19,331,457, with secured claims totaling $11,897,747 and general unsecured claims totaling $1,804,710. The Amended Plan also contains agreements with certain parties-in-interest, including Logistec USA, Inc., which provides storage and handling services to the Debtor; Ogle Engineering; James Huntley; and United Forest Products. The Debtor said it will be unable to make payments due under its agreement with Logistec but that it is negotiating another agreement with the service provider, which agreement is anticipated to be in place by the time the of Plan confirmation. The Debtor added that it will extend the proceedings related to its objection to the claim of Ogle Engineering and James Huntley to allow for the parties to determine which amounts in the claims filed may be substantiated to the satisfaction of the Debtor. It is possible that some or all of the claims of these creditors will be allowed and will become part of the group of general unsecured claims. United Forest filed a claim in an unspecified amount. The Debtor agreed that United Forest may file an amended proof of claim in the amount of $73,722, and that the Debtor will not object to that amended claim becoming part of the Class of General Unsecured Claims. The Debtor has obtained Court authority to enter into a premium finance agreement with Premium Assignment Corporation, which agreement provides for the financing of the insurance premiums to be paid for the Debtor's insurance policies. The policies will bear a total premium of $156,000. PAC is granted a first and only priority security interest in (i) all unearned premiums and dividends which may become payable under the financed insurance policies for whatever reason; and (ii) loss payments which reduce the unearned premiums, subject to any mortgage or loss payee interests. The Bankruptcy Court, separately, issued an order granting the motion of Deere Credit, Inc., to reinstate the consent order requiring the Debtor to cure default and to assume or reject lease between the Debtor and Deere. A notice from the Court stated that the last day to oppose the Amended Disclosure Statement was May 16, and that if no timely objections are filed on or before May 16, the matter will be removed from the Court's calendar and the Amended Disclosure Statement will be approved. A hearing on the Disclosure Statement was scheduled for May 22. A full-text copy of the May 2 Amended Disclosure Statement is available at http://bankrupt.com/misc/SEGAds0502.pdf The Amended Disclosure Statement was filed by C. James McCallar, Jr., Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in Savannah, Georgia. About Sega Biofuels Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta, Georgia, filed a petition for Chapter 11 protection (Bankr. S.D. Ga. 13-50694) on Sept. 11 in Waycross, Georgia. The Company listed assets worth $10.6 million and debt totaling $13.7 million. C. James McCallar, Jr., Esq., at McCallar Law Firm, in Savannah, Georgia. The U.S. Trustee has not appointed an official committee in the Debtor's bankruptcy case. SENTINEL MANAGEMENT: Former CEO Urges Acquittal ----------------------------------------------- Law360 reported that former CEO Eric Bloom of the bankrupt Sentinel Management Group Inc., who was found guilty in March of operating a $500 million securities scheme, asked a federal judge to overturn his conviction, saying the jury's swift verdicts indicated it was more concerned with wrapping up than reaching a correct result. According to the report, Bloom urged U.S. District Judge Ronald A. Guzman to enter a judgment of acquittal on the 18 counts of wire fraud and one count of investment adviser fraud of which he was found guilty. The case is USA v. Bloom et al., Case No. 1:12-cr-00409 (N.D. Ill.). About Sentinel Management Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- was a full service firm offering a variety of security solutions. The Company filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on Aug. 17, 2007. Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd., represented the Debtor. Lawyers at Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the Official Committee of Unsecured Creditors. When the Debtor sought bankruptcy protection, it estimated assets and debts of more than $100 million. On Aug. 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Marc I. Fenton, Esq., at DLA Piper US LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP, represent the Chapter 11 Trustee. The Court confirmed the Fourth Amended Chapter 11 Plan of Liquidation for Sentinel on Dec. 15, 2008, which created a Liquidation Trust. The Plan became effective Dec. 17, 2008, and Mr. Grede was appointed Liquidation Trustee. SHA LLC: A.M. Best Affirms 'B' FSR & Alters Outlook to Negative --------------------------------------------------------------- A.M. Best Co. has revised the outlook to negative from stable and affirmed the financial strength rating of B (Fair) and the issuer credit ratings of "bb" of SHA, L.L.C. (d/b/a FirstCare) and its wholly owned subsidiary, Southwest Life and Health Insurance Company (SWL&H). Both companies are domiciled in Austin, TX. Concurrently, A.M. Best has withdrawn the ratings due to management's request to no longer participate in A.M. Best's interactive rating process. The rating actions reflect FirstCare's unfavorable underwriting and operating results. The company's underwriting losses were attributed mostly to risk associated with expansion of the Medicaid block of business into new markets along with reimbursement rate issues. However, on a consolidated basis, the commercial line of business has been profitable over the last two years. The negative outlook reflects the trend of weakened underwriting results and the potential impact that future underwriting losses could have on FirstCare's capitalization and its need for further capital infusions. The ratings do not reflect future strategic financial changes that may occur within the group. SIFCO SA: Bondholders Raise Specter of Fraudulent Transfer ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that holders of $23.3 million of the $75 million in 11.5% secured notes due 2016 issued by Sifco SA, a Brazilian maker of axles and I-beams for trucks and buses, filed papers in bankruptcy court alerting the judge about a "potential pre-petition fraudulent transfer between the debtor and its controlling shareholder." According to the report, the noteholders' papers describe how Sifco first sold Westport in May 2013 for $26.4 million to a company owned by Sifco's controlling shareholder. The noteholders said that Westport was resold seven months later for $123 million to Universal Truckload Services Inc., the report related. Court papers show $8.6 million in cash in accounts in the U.S. representing collateral for the notes, the report further related. Buyers were offering about 10.5 cents on the dollar on May 8 for the notes, the Bloomberg report said, citing Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. About SIFCO SA Brazilian company SIFCO SA began its operations in 1958, and today it believes that it is the sole producer and supplier of front axles and I-beams for trucks and buses in South America. SIFCO's management and engineers are located outside Sao Paulo, Brazil in the City of Jundiai, Brazil, where it also maintains manufacturing and foundry facilities. In the 1960s, SIFCO was dedicated to supplying the then-recently created domestic Brazilian automotive industry. Eventually, SIFCO began producing high technology forging components in compliance with the most comprehensive requirements of several automotive industry segments, such as tractors and agricultural machines, among others. SIFCO commenced a bankruptcy restructuring in Brazil on April 22, 2014. A day later, on April 23, it filed a Chapter 15 petition in U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 14-bk-11179) in Manhattan, New York. SIFCO distributes products in the U.S. through Westport Axle Corp., which was a subsidiary until it was sold in late 2013. The petition shows assets of less than $500 million and debt exceeding $500 million. SIFCO has $75 million outstanding on senior secured notes with Bank of New York Mellon Corp. as agent. SIFCO is owned by Sifco Metals Participacoes S.A. which is a privately owned company. SIFCO is represented in the U.S. proceedings by Duane Morris LLP, in New York. SMHC LLC: Court Okays Paul Nida as Special Counsel -------------------------------------------------- SMHC LLC and its debtor-affiliates sought and obtained permission from the Hon. Marci B. McIvor of the Eastern District of Michigan to employ Paul A. Nida, Esq., as special counsel, nunc pro tunc to the April 1, 2014 petition date. The Debtors seek to retain Paul A. Nida to advise and represent the Debtors regarding connection with landlord-tenant evictions and related matters. Mr. Nida will also represent Debtor, Value Homes, L.L.C., in connection with litigation to recover property or enforce its rights with respect to its liens against manufactured homes. Mr. Nida's billing rate is $250 per hour. SMHC LLC, owner and operator of eight manufactured home parks in the southern half of Michigan's Lower Peninsula, sought protection under Chapter 11 of the Bankruptcy Code on April 1, 2014. The case is In re SMHC LLC, Case No. 14-bk-45579 (E.D. Mich.). Affiliate Value Homes, L.L.C., also filed a Chapter 11 petition. The cases are assigned to Judge Marci B. McIvor. The Debtors' counsel are is Jason W. Bank, Esq., and Daniel G. Byrne, Esq., at Kerr, Russell and Weber, PLC, in Detroit, Michigan. SUNTECH POWER: Cayman Liquidators File Status Report ---------------------------------------------------- Suntech Power Holdings Co., Ltd., disclosed in a regulatory filing with the Securities and Exchange Commission that on April 28, 2014, the joint provisional liquidators of the Company filed with the Grand Court of the Cayman Islands a report dated April 25, 2014 for the purpose of informing such Court about the progress made in the provisional liquidation since December 20, 2013. Since December 20, 2013, the JPLs have sought to progress the restructuring of the Company in consultation with the Company's Board of Directors and (since its formation on February 19, 2014) a committee of creditors of the Company. Among the items reported to the Grand Court are that the JPLs: * filed a Form 13, being a Certificate of Insolvency, with the Grand Court on January 30, 2014. The JPLs plan to continue to seek Chapter 15 recognition in the United States of the Company's provisional liquidation in the Cayman Islands; * have instructed the Company's management to formulate a business plan, outlining the concept and strategic vision of management, upon which a restructuring plan can be formed and executed; * reached a settlement with those petitioners which had filed an involuntary Chapter 7 bankruptcy proceeding against the Company in the U.S. Bankruptcy Court in the Southern District of New York; * have continued to take steps to recover assets which were transferred to Wuxi Suntech Power Co. Ltd. ("Wuxi Suntech") prior to the JPLs' appointment; * have attempted to negotiate with Wuxi Suntech and Jiangsu Shunfeng Photovoltaic Technology Co., Ltd., Wuxi Suntech's new shareholders, a settlement of the Company and group claims against Wuxi Suntech and other subsidiary companies; * liaised with the liquidator of Power Solar Systems Co. Ltd., a wholly owned subsidiary of the Company, to issue a statutory demand against Suntech Power Investment Pte. Ltd. for the sum of US$263.9 million on February 20, 2014, upon which a default judgment was awarded in Singapore; * submitted an application for the preservation of onshore assets of Suntech Power Co. Ltd., which was approved by the Peoples' Intermediate Court of Shanghai on March 4, 2014, for an initial period of 1 year; * arranged and obtained permission of the Grand Court to obtain a $7 million loan from Suntech America, Inc. to fund the restructuring of the Suntech Group; the JPLs do not anticipate that funding from Suntech America will be sufficient to fund the entire costs of the provisional liquidation and therefore will likely require additional funding in the future to cover provisional liquidation; * continued to liaise with legal counsel to formulate a strategy and take steps to defend the antitrust litigation filed by Solyndra LLC and Energy Conversion Devices Liquidation Trust against the Company and Suntech America; and * reviewed and considered claims brought against the Company. The JPLs intend to continue to take such measures as they deem necessary and appropriate to achieve a successful restructuring of the Company. Mr. Kim Liou has provided notice of his resignation as General Counsel with such resignation to be effective May 26, 2014. His resignation is for personal reasons. In addition, the Company notes that because it continues to work on its restructuring, it has delayed the filing of its annual report on Form 20-F for the fiscal year ended December 31, 2013 beyond the filing deadline of April 30, 2014. About Suntech Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar products for residential, commercial, industrial, and utility applications. Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. Suntech Power Holdings Co., Ltd., received from the trustee of its 3 percent Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. Suntech Power had involuntary Chapter 7 bankruptcy proceedings initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by holders of more than $1.5 million of defaulted securities under a 2008 $575 million indenture. The Chapter 7 Petitioners are Trondheim Capital Partners, L.P., Michael Meixler, Longball Holdings, LLC, and Jiangsu Liquidators, LLC. They are represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White Plains, New York. Suntech Power on Jan. 31, 2014, disclosed that it has signed a Restructuring Support Agreement relating to the petition for involuntary bankruptcy filed against it under chapter 7 of the U.S. Bankruptcy Code. Under the RSA, the parties agreed that chapter 7 proceedings will be dismissed following recognition of the provisional liquidation proceeding previously filed by the Company in the Cayman Islands under chapter 15 of the U.S. Bankruptcy Code. On Feb. 21, 2014, David Walker and Ian Stokoe, the joint provisional liquidators of Suntech Power Holdings Co., Ltd., appointed by the Grand Court of the Cayman Islands, commenced a Chapter 15 proceeding (Bankr. S.D.N.Y. Case No. 14-10383). The Chapter 15 Petitioners are represented by Jennifer Taylor, Esq., and Diana Perez, Esq., at O'Melveny & Myers LLP. According to the Chapter 15 petition, Suntech has more than $1 billion in both assets and debts. SUNTECH POWER: Swiss Administrator Calls for Creditors Meeting -------------------------------------------------------------- The administrator of Suntech Power International Ltd., Suntech Power Holdings Co., Ltd.'s principal operating subsidiary in Europe, has called for a meeting of the creditors of SPI on June 10, 2014 to consider a proposed dividend agreement to resolve the claims of SPI's creditors. Under Swiss law, such agreement would be approved if either the majority of creditors by number representing two-thirds of the claim amounts or one-fourth of creditors by number representing at least three-fourths of the claim amounts consent to such agreement. In the event SPI's creditors approve the agreement, such agreement is also subject to final approval by the court in Schaffhausen, Switzerland. Michael Nacson, chairman of the board of the Company, said, "After tremendous effort among the board of SPI, the major creditors of SPI, and the Swiss administrator in the restructuring process, we are pleased they have been able to come to an arrangement that can be put forth to all creditors of SPI." Mr. Nacson added, "The successful conclusion of the definitive moratorium granted to SPI in Switzerland would be a tremendous milestone in our continued efforts to restructure the Company." SPI had been granted a definitive moratorium from the judicial authorities in Schaffhausen, Switzerland to allow time to restructure its debt and reach an agreement with its creditors. For media inquiries, please contact: Prue Lawson Tel: +1 345 914 8662 E-mail: prue.lawson@ky.pwc.com - and - Ryan Scott Ulrich Public Relations and Investor Relations Director Tel: +86 510 8531 8654 E-mail: ryan.ulrich@suntech-power.com About Suntech Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar products for residential, commercial, industrial, and utility applications. Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. Suntech Power Holdings Co., Ltd., received from the trustee of its 3 percent Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. Suntech Power had involuntary Chapter 7 bankruptcy proceedings initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by holders of more than $1.5 million of defaulted securities under a 2008 $575 million indenture. The Chapter 7 Petitioners are Trondheim Capital Partners, L.P., Michael Meixler, Longball Holdings, LLC, and Jiangsu Liquidators, LLC. They are represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White Plains, New York. Suntech Power on Jan. 31, 2014, disclosed that it has signed a Restructuring Support Agreement relating to the petition for involuntary bankruptcy filed against it under chapter 7 of the U.S. Bankruptcy Code. Under the RSA, the parties agreed that chapter 7 proceedings will be dismissed following recognition of the provisional liquidation proceeding previously filed by the Company in the Cayman Islands under chapter 15 of the U.S. Bankruptcy Code. On Feb. 21, 2014, David Walker and Ian Stokoe, the joint provisional liquidators of Suntech Power Holdings Co., Ltd., appointed by the Grand Court of the Cayman Islands, commenced a Chapter 15 proceeding (Bankr. S.D.N.Y. Case No. 14-10383). The Chapter 15 Petitioners are represented by Jennifer Taylor, Esq., and Diana Perez, Esq., at O'Melveny & Myers LLP. According to the Chapter 15 petition, Suntech has more than $1 billion in both assets and debts. SURVEYMONKEY INC: S&P Keeps B Secured Facility Rating Over Upsize ----------------------------------------------------------------- Standard & Poor's Ratings Services said its 'B' issue-level rating and '3' recovery rating on SurveyMonkey Inc.'s senior secured credit facility remain unchanged, following the company's announcement of its plan to upsize its revolver due 2018 by $25 million and loosen the amendments to its financial covenants. The '3' recovery rating on the credit facility indicates S&P's expectation for meaningful (50% to 70%) recovery for noteholders in the event of a default. The 'B' issue-level rating is at the same level as the 'B' corporate credit rating on SurveyMonkey. The loosening of the leverage covenant to an initial level of 5.75x and the removal of the interest coverage covenant will allow SurveyMonkey more flexibility in pursuing its previously announced growth initiatives while maintaining an adequate margin of compliance with its financial covenants. The transaction will not meaningfully affect lease-adjusted leverage, which is currently in the low- to mid-6x area (mid-5x excluding preferred stock). The rating outlook is negative, reflecting S&P's expectation that increased marketing spending on growth initiatives will result in little to no EBITDA growth in 2014 and that lease-adjusted leverage will remain above 6x into 2015. RATINGS LIST SurveyMonkey Inc. Corporate Credit Rating B/Negative/-- Ratings Unchanged SurveyMonkey Inc. Senior Secured $315M loan due 2019 B Recovery Rating 3 $75M* revolver due 2018 B Recovery Rating 3 * Following $25M upsize. TLC HEALTH: Can Employ Hodgson Russ as Special Counsel ------------------------------------------------------ Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York authorized TLC Health Network to employ Hodgson Russ LLP as special counsel for certain labor law matters and the following specific health law matters: (a) negotiations between TLC and the New York Office of Medicaid Inspector General relating to the Patient Review Instrument assessments of nursing home residents which impact Medicaid reimbursements; and (b) an investigation brought by the U.S. Attorney's Office over two years ago into whether, for the period 2005-2009, TLC improperly billed certain stays as inpatient admissions that should have been billed as outpatient observation services. The Hodgson Russ attorneys authorized to conduct the labor law representations are Joseph L. Braccio and John M. Goodwin. The Hodgson Russ attorneys authorized to conduct the health care representation are Ellen V. Weissman, Michelle L. Merola, and Jane B. Burke. If additional professionals are necessary to perform services, the Debtors will notify counsel for the Official Committee of Unsecured Creditors and give time for the panel to object to the proposed additional professionals. The firm is directed to establish an ethical wall to ensure that (a) any Hodgson professionals that have in the past or will in the future work on behalf of Lake Erie Regional Health System of New York and/or Brooks Memorial Hospital with respect to matters related to the Chapter 11 case are screened from working on any labor and health matters on behalf of the Debtor; and (b) that the bankruptcy professionals and labor and health professionals do not communicate or otherwise share with each other confidential or privileged information regarding the labor and health matters. No Hodgson professionals may represent any of the Debtor, LERHSNY or Brooks in connection with any labor and health matter where the interests of any party are adverse to each other. Only the Bankruptcy Professionals may represent LERHSNY and Brooks, and no Hodgson professionals may represent the Debtor with respect to any of the following matters: (a) any proposed or contemplated termination of the provision of healthcare services; (b) any closure, potential closure, or plan of closure regarding any of the Debtor's healthcare facilities; (c) any sale, lease or other disposition of any of the Debtor's assets outside of the Debtor's ordinary course of business; and (d) any matter arising from or related to the Chapter 11 case. As previously reported by The Troubled Company Reporter, the Official Committee of Unsecured Creditors and the U.S. Trustee objected to the Debtor's application to employ Hodgson Russ due to the firm's representation of LERHSNY and Brook in the Debtor's Chapter 11 case, which the Committee said may be a conflict of interest. The Committee and the U.S. Trustee requested for the establishment of ethical wall. LERHSNY is the Debtor's corporate parent and Brooks is a sister company to the Debtor which operates a competitive business, is allegedly the holder of a prepetition secured claim for more than $2,000,000, and has provided approximately $700,000 in post-petition financing to the Debtor. About TLC Health Network TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. Damon & Morey LLP is the Debtor's Special Health Care Law and Corporate Counsel. The Bonadio Group is the Debtor's accountants. Howard P. Schultz & Associates, LLC is the Debtor's appraiser. The case is assigned to the Hon. Carl L. Bucki. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. Bond, Schoeneck & King, PLLC is the counsel to the Committee. The Committee has tapped NextPoint LLC as financial advisor. Gleichenhaus, Marchese & Weishaar, PC is the general counsel for Linda Scharf, the Patient Care Ombudsman of TLC Health. TOMSTEN INC: Plan Agent's Claim Objection Deadline Extended ----------------------------------------------------------- CBISZ MHM, LLC, the liquidation agent under the Chapter 11 plan of Tomsten Inc., sought and obtained an order from the bankruptcy court extending its claims objection deadline to the date that is the later to occur of 90 days after the effective date of the Chapter 11 plan or 60 days after a claim is filed. Counsel for the liquidating agent, Colin F. Dougherty, Esq., at Faegre Baker Daniels LLP, recounts that the Court on April 8, 2014, entered an order confirming the Debtor's Modified Plan of Liquidation. The Liquidating Agent was appointed to take control of and administer the assets of the Debtor on the effective date of the Plan. The Effective Date of the Plan was April 22, 2014. Pursuant to the Plan, the liquidating agent has 90 days from the Effective Date to object to administrative expense claims. Pursuant to the order confirming the Plan, objections to any proof of claim must be served and filed within 30 days after the date of the order or 30 days after the claim was filed, whichever is later. There are over 520 scheduled claims in the case and over 170 filed claims. The liquidating agent believes that it will take a reasonable time to reconcile filed versus scheduled claims. In addition to non-substantive objections, for example with respect to duplicative claims, the liquidating agent is advised that many Section 503(b)(9) claims were paid during the pendency of the case. At the behest of the liquidating agent, the Court agreed to consider the motion on an expedited basis. CBISZ MHM LLC also sought and obtained an order from the bankruptcy court clarifying and modifying the Debtor's plan of liquidation. The order specifically provides that a timely proof of claim seeking administrative expense priority will be deemed a "request for payment" pursuant to Section 2.1 of the Plan. Claimants subject to Section 7.2 of the Plan will have 30 days following the Plan's effective date to file a proof claim. In the motion filed, counsel for the liquidating agent, Colin F. Dougherty, Esq., at Faegre Baker Daniels LLP, explained that pursuant to Section 2.1 of the Plan, with certain exceptions, an administrative claim may not become an allowed administrative claim unless "request for payment" has been filed within 30 days following the Effective Date. For administrative convenience, the liquidating agent believes that a properly filed proof of claim seeking administrative expense priority should be treated as a "request for payment" under Section 2.1 of the Plan. Section 7.2 of the Plan provides that, unless otherwise provided by the Court, proofs of claim with respect to any unexpired lease or executor contract must be filed no later than 30 days after the date of the confirmation order. Accordingly, the Debtor believes that the reference to the confirmation order found in Section 7.2 of the Plan was intended to be a reference to the Effective Date and that Section 7.2 should be modified so that such claimants have 30 days from the Effective Date to file proofs of claim. The Liquidating Agent's counsel can be reached at: FAEGRE BAKER DANIELS LLP 600 E. 96th Street, Suite 600 Indianapolis, IN 46240 E-mail: jay.jaffe@faegrebd.com wendy.ponader@faegrebd.com kayla.britton@faegrebd.com 90 S. 7th Street, Suite 600 Minneapolis, MN 55402 E-mail: stephen.mertz@faegrebd.com colin.dougherty@faegrebd.com About Tomsten Inc. Hennepin, Minnesota-based Tomsten, Inc., doing business as Archiver's, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 13-42153) in Minneapolis on April 29, 2013. The Debtor estimated assets of at least $10 million and liabilities of at least $1 million as of the Chapter 11 filing. Judge Gregory F. Kishel presides over the case. The Debtor tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer Kirkman McGrath Nauman & Tansey as bankruptcy counsel. Steven M. Rubin and the law firm of Leonard Street and Deinard serve as the Debtor's corporate counsel. M Squared Group, Inc., is the Debtor's marketing consultant while Lighthouse Management Group, Inc., is the Debtor's financial consultant. Baker Tilly Virchow Krause, LLP, serve as tax accountant to the Debtor. The Debtor also hired Quasimodo Advertising to aid in the marketing of the Debtor's products and services. The Official Unsecured Creditors' Committee is represented by Jay Jaffe, Esq., at Faegre Baker Daniels LLP. CBIZ Accounting, Tax and Advisory of New York, LLC, serves as the Committee's financial advisor. Tomsten received approval from U.S. Bankruptcy Judge Gregory Kishel to sell its intellectual property assets to a group led by the company's chief executive officer. This concludes the Troubled Company Reporter's coverage of Tomsten until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. TOYS R US: Bank Debt Trades at 16% Off -------------------------------------- Participations in a syndicated loan under which Toys R Us is a borrower traded in the secondary market at 84.40 cents-on-the- dollar during the week ended Friday, May 23, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.22 percentage points from the previous week, The Journal relates. Getty Images Inc. pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Aug. 17, 2016, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. TRANSBRASIL S.A.: Trustees Want Sanctions Over Subpoena ------------------------------------------------------- Law360 reported that the trustee of a bankrupt Brazilian airline told a Florida bankruptcy judge that Redwood Capital Finance Co. LLC should face sanctions for failing to maintain the confidentiality of a subpoena and revealing it to the wife of the airline's former owner. According to the report, in a hearing in the Southern District of Florida, Gregory Grossman of Astigarraga Davis, who represents the trustees of Transbrasil S.A. Linhas Aereas, told the court that his client just wants to know what happened with the subpoena issued under seal in December and how it ended up in the hands of Marise Cipriani, whose husband Celso Cipriani ran the airline after her father, the founder, died in 2000. The trustee is investigating the alleged disappearance of most of Transbrasil's assets and whether or not Celso Cipriani was involved, the report related. "We want to know what happened more than we care about all of the procedural niceties," Grossman said, the report further related. Jason Zakia of White & Case LLP, who argued on behalf of Redwood, said that these "procedural niceties" are actually important and that the subpoena should have been filed in the Central District of California, where Redwood is located, the report added. Transbrasil S.A. Linheas Areas sought protection under Chapter 15 of the U.S. Bankruptcy Code on April 7, 2011, with Case No. 11- 19484. The case is pending before Judge A. Jay Cristol of the U.S. Bankruptcy Court Southern District of Florida (Miami). TRAVELPORT HOLDINGS: Unit to Sell 7.5MM Common Shares of Orbitz --------------------------------------------------------------- A subsidiary of Travelport Limited entered into an underwriting agreement to sell 7.5 million shares of common stock of Orbitz Worldwide, Inc., in an underwritten public offering. The price paid to the Selling Stockholder for the shares will be $6.237 per share. The underwriters have a 30 day option to purchase up to an additional 1.125 million shares from the Selling Stockholder at the same price. Orbitz Worldwide will not receive any proceeds from the offering. The closing of the shares is expected to take place on May 29, 2014, subject to customary closing conditions. Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are serving as lead joint book-running managers. Deutsche Bank Securities Inc. and UBS Securities LLC are acting as joint book- running managers of the offering. Cowen and Company, LLC, is serving as co-manager of the offering. The offering of securities is made only by means of a written prospectus and related prospectus supplement, which together will form a part of Orbitz Worldwide's effective registration statement. The prospectus and prospectus supplement relating to the offering will be filed with the U.S. Securities and Exchange Commission and will be available on the SEC's Web site at www.sec.gov. Alternatively, when available, copies of the prospectus and prospectus supplement relating to this offering may be obtained from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010, or by calling 800-221- 1037 or by emailing a request to newyork.prospectus@credit- suisse.com; or from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, or by calling 866-718-1649 or by emailing a request to prospectus@morganstanley.com; or from Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, or by calling 800-503-4611 or by emailing a request to prospectus.cpdg@db.com; or from UBS Investment Bank, Attention: Prospectus Department, 299 Park Avenue, New York, NY 10171, or by calling 877-827-7275. About Travelport Holdings Headquartered in Atlanta, Georgia, Travelport provides transaction processing services to the travel industry through its global distribution system business, which includes the group's airline information technology solutions business. During FYE2011, the group reported revenues and adjusted EBITDA of US$2 billion and US$507 million, respectively. Travelport Limited incurred a net loss attributable to the Company of $192 million in 2013, as compared with a net loss attributable to the Company of $236 million in 2012. As of March 31, 2014, the Company had $3.18 billion in total assets, $4.39 billion in total liabilities and a $1.20 billion total deficit. * * * As reported by the TCR on March 7, 2014, Standard and Poor's Rating Services said that it lowered to 'SD' (selective default) from 'CCC+' its long-term corporate credit ratings on U.S.-based travel services provider Travelport Holdings Ltd. and its indirect primary operating subsidiary Travelport LLC (together, Travelport). The downgrades follow the completion of Travelport's debt-to-equity swap of its senior subordinated notes due 2016. UNIVERSAL LOGISTICS: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Universal Logistics Group, Inc. 14-20406 1000 New County Road Secaucus, NJ 07094 Universal Logistics Group East, Inc. 14-20407 1000 New County Road Secaucus, NJ 07094 Universal Distribution Services, Inc. 14-20408 Pyramid Solutions Group, Inc. 14-20409 Chapter 11 Petition Date: May 22, 2014 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Rosemary Gambardella Debtor's Counsel: Lawrence F. Morrison, Esq. MORRISON TENENBAUM PLLC 87 Walker Street Floor 2 New York, NY 10013 Tel: 212-620-0938 Fax: (646) 390-5095 Email: morrlaw@aol.com Estimated Estimated Assets Liabilities ---------- ----------- Universal Logistics Group $0-$50,000 $0-$50,000 Universal Logistics Group East $0-$50,000 $0-$50,000 The petitions were signed by Paul Greenspan, president. The Debtors did not file a list of their largest unsecured creditors when they filed the petition. VAIL RESORT: Court Ruling No Impact on Moody's Ba2 CFR ------------------------------------------------------ Vail Resort's (NYSE: MTN) favorable court ruling by a federal district court in Utah related to its dispute over the ski terrain at Park City Mountain Resort is a credit positive, but it does not immediately impact Moody's Investors Service's Ba2 Corporate Family Rating (CFR) on the company or stable rating outlook. VANTIV LLC: Moody's Rates Senior Debt Facilities '(P)Ba3' --------------------------------------------------------- Moody's Investors Service assigned provisional (P)Ba3 ratings to Vantiv, LLC's proposed senior credit facilities, consisting of an incremental $250 million revolver due 2019 and $669 million Term Loan A due 2019; and new $1 billion Term Loan B due 2021. All other credit ratings, including the Ba2 corporate family rating ("CFR"), Ba3-PD probability of default rating, and Ba2 credit facility ratings, remain on review for downgrade. The provisional ratings assume that the CFR and existing senior secured ratings will be downgraded to Ba3 from Ba2 upon closing of the acquisition of Mercury Payment Systems ("Mercury") for $1.65 billion. Moody's expects to conclude its review around the closing date, which Vantiv management expects to occur by the end of June 2014. Rating Rationale The expected downgrade of the CFR to Ba3 from Ba2 reflects elevated debt levels that will arise from the acquisition of Mercury, which will nearly double reported debt to over $3.4 billion. Moody's expects that Vantiv's adjusted debt to EBITDA (over 5 times upon closing of the transaction) will be reduced to about 4 times by the end of 2015. While the improvement reflects a combination of required debt payments and EBITDA growth, Moody's believes that the 4 times level may reflect a new baseline for leverage given the potential for further acquisitions and stock buybacks. Since the 2012 initial public offering (IPO), in which all the net proceeds were used to pay down debt and reduce leverage to below 3 times, Vantiv will have added debt to support acquisitions of over $2.1 billion (including the proposed Mercury deal) and share repurchases of over $500 million. Although spending will likely moderate over the next year until Mercury is fully integrated, Moody's believes Vantiv will continue to invest to protect its strong market position in a potentially consolidating payment landscape. Vantiv faces increasing competition as emerging technologies and alliances could seek to dis-intermediate the card networks and payment processors. Moody's anticipates further modest sized acquisitions, similar to the Litle & Co. and Element Payment Services purchases, to build out Vantiv's ecommerce and payment capabilities. At the same time, Vantiv will continue to benefit from the secular shift to electronic payments and its recurring transaction-based revenue stream. Vantiv also has a highly scalable processing platform, which helps to drive high profit margins (nearly 50% adjusted EBITDA margins on net revenues) and predictable free cash flow of more than $300 million annually. Revenue stability is supported by the client referral network of Fifth Third Bancorp and multi-year contracts with merchants and financial institutions. Assignments: Issuer: Vantiv Senior Secured Revolving Credit Facility, Assigned (P)Ba3, (LGD3, 31%) Senior Secured Term Loan A, Assigned (P)Ba3, (LGD3, 31%) Senior Secured Term Loan B, Assigned (P)Ba3, (LGD3, 31%) The following ratings remain on review for downgrade: Issuer: Vantiv Corporate Family Rating, On Review for Downgrade, currently Ba2 Probability of Default Rating, On Review for Downgrade, currently Ba3-PD Senior Secured Revolver May 15, 2018, On Review for Downgrade, currently Ba2, (LGD2, 29%) Senior Secured Term Loan May 15, 2018, On Review for Downgrade, currently Ba2, (LGD2, 29%) Rating affirmed: Issuer: Vantiv Speculative Grade Liquidity Rating of SGL-1 Vantiv, LLC with over $1.3 billion of projected annual net revenue, is a full service payment solutions provider servicing financial institutions' and retailers' credit card, debit card, merchant and private label programs primarily in North America. Vantiv is the 3rd largest merchant acquirer in the U.S. VANTIV LLC: S&P Lowers CCR to 'BB', Off CreditWatch --------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Vantiv LLC to 'BB' from 'BB+' and removed it from CreditWatch, where S&P had placed it with negative implications on May 13, 2014, following its announcement of its plan to acquire Mercury Payment Systems for about $1.65 billion in a debt-financed transaction. The outlook is stable. S&P also assigned 'BB+' issue-level ratings and '2' recovery ratings to the company's incremental $669 million first-lien term loan A due 2019, $1 billion term loan B due 2021, and amended and extended $500 million revolving credit facility due 2019. S&P lowered the issue rating on the company's existing term loan A due 2018 to 'BB+' from 'BBB' due to the incremental leverage to be incurred with the Mercury acquisition, and S&P revised its recovery rating to '2' from '1'. The '2' recovery rating on the company's first-lien credit facilities indicates S&P's expectations for substantial (70% to 90%) recovery of principal in the event of default. "We base our downgrade on our revision of Vantiv's financial risk profile to 'aggressive' from 'significant,' reflecting the company's increased leverage, pro forma for the acquisition of Mercury, of about 4.6x," said Standard & Poor's credit analyst John Moore. S&P expects leverage will decline to about 4.2x by fiscal year-end 2014 and will decline further through 2015 through a combination of EBITDA growth and debt reduction. S&P's adjustments for operating leases modestly change our leverage calculation, adding about $24 million to debt and about $8 million to EBITDA. For S&P's calculation of Vantiv's leverage and per our criteria, it net 75% of cash against debt. The stable outlook reflects S&P's expectation that the company will not encounter major problems with the integration of Mercury Payment systems and will reduce leverage through a combination of debt repayment and EBITDA growth over the coming year. Although not expected at present, S&P could lower the rating if increased competition elevated pricing pressure or raised revenue attrition, or the company pursued a more aggressive posture toward debt-financed acquisitions or shareholder returns, such that leverage becames sustained above 5x. Ratings upside is limited over the coming year by the current leverage profile. Over the longer term, S&P would consider an upgrade if the company maintained or improved its competitive position, sustaining leverage below 4x. VAREL INTERNATIONAL: S&P Raises CCR From 'B-', Removed From Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Carrollton, Texas-based Varel International Energy Services Inc. to 'BBB' from 'B-'. S&P removed the ratings from CreditWatch, where it placed them with positive implications on Jan. 9, 2014, following Sandvik's announcement of its plan to acquire Varel. The outlook on Varel is stable, reflecting that of its parent company, Sandvik. Subsequently, S&P withdrew the corporate credit rating on Varel. S&P also withdrew the ratings on Varel's senior secured debt, which was repaid at the close of the transaction. The rating actions follow the completion of Varel's acquisition by Sandvik AB on May 21, 2014, and the repayment of Varel's debt. VELTI DR LIMITED: UK Administrators File Ch. 15 Petition -------------------------------------------------------- The administrators of Velti, a company that is winding down in the United Kingdom, filed a Chapter 15 bankruptcy petition in the U.S. to halt any actions by U.S. creditors. The Debtor was served with a complaint encaptioned Logicworks Corp. v. Velti DR Limited, et al., (Case No. 14 CV 0295 (S.N.D.Y. Feb. 24, 2014). The complaint alleges breach of contract on the part of the Debtor, and seeks damages approaching $1 million. The administrators have filed a motion asking the U.S. Court to recognize proceedings in the UK as foreign main proceeding. About Velti DR London, United Kingdom-based Velti DR Limited was engaged in the development and marketing of mobile advertising platforms. The sale of the Debtor's assets was consummated in January 3, 2014. To wind up the Debtor's operations, on Jan. 3, 2014, Nicholas Guy Edwards and Robert James Harding of Deloitte LLP were appointed as administrators of the Debtor in the High Court of Justice, Chancery Division, Companies Court, in the U.K. The administrators of Velti filed a Chapter 15 bankruptcy petition (Bankr. D. Del. Case No. 14-11270) on May 21, 2014 to seek recognition of proceedings in the UK. Velti's counsel in the U.S. case can be reached at: R. Craig Martin, Esq. Stuart M. Brown, Esq. DLA PIPER (US) 919 North Market Street, Suite 1500 Wilmington, DE 19801 Tel: 302-468-5655 Fax: 302-778-7834 E-mail: craig.martin@dlapiper.com Stuart.brown@dlapiper.com - and - Richard A. Chesley, Esq. Matthew M. Murphy, Esq. Chun I. Jang, Esq. DLA PIPER LLP (US) 203 N. LaSalle Street, Suite 1900 Chicago, IL 60601 Tel: (312) 368-4000 Fax: (312) 236-7516 E-mail: Richard.chesley@dlapiper.com Matt.murphy@dlapiper.com Chun.jang@dlapiper.com VPR OPERATING: Committee Plan Declared Effective Despite Appeal --------------------------------------------------------------- Counsel to the official committee of unsecured creditors in the Chatper 11 cases of VPR Operating LLC et al. has informed the U.S. District Court for the Western District of Texas, Austin Division, that the Committee's First Amended Chapter 11 plan of liquidation for the Debtors have been consummated. The Committee's counsel filed on May 8 a notice of effective date of the Amended Plan. "All conditions precedent to the effectiveness of The Official Creditors' Committee's confirmed First Amended Chapter 11 Plan of Liquidation, as Modified, have been satisfied and the Effective Date is May 8, 2014," according to the Notice. The Notice of Effective Date of the Committee's Plan was filed one day after Victory Park Credit Opportunities, LP and Victory Park Credit Opportunities Intermediate Fund, LP, told the Bankruptcy Court they're taking an appeal from the Order confirming the Plan. Bankruptcy Judge Tony M. Davis issued a 25-page Order confirming the Committee's Plan on April 23, 2014. A copy of that Order is available at http://bankrupt.com/misc/VPR_PanelPlanConfOrder.pdf On Sept. 16, 2013, the Debtors, with oversight by the Committee, conducted an auction for their unconventional and conventional oil and gas assets. COG Operating LLC was the highest bidder for the Debtors' unconventional oil and gas assets. COG Operating agreed to purchase the Debtors' unconventional assets for $19.6 million. Stanlolind Oil and Gas LP was the highest bidder for the Debtors conventional assets. Stanlolind Oil and Gas LP agreed to purchase the Debtors' conventional oil and gas assets for $5.4 million. On Sept. 18, 2013, the Court entered Orders approving the sale of the oil and gas assets. The Committee filed its Chapter 11 Plan of Liquidation and Disclosure Statement on Jan. 23, 2014. Five days later, the Committee filed a motion seeking (i) conditional approval of the explanatory Disclosure Statement as containing adequate information, and (ii) a combined hearing date regarding confirmation of the Plan and final approval of the Disclosure Statement. On Feb. 12, 2014, the Court entered an Order conditionally approving the Disclosure Statement, and setting deadlines regarding the solicitation of votes, acceptance or rejection of votes, and objection to confirmation. The Court set the hearing date regarding final approval of the Disclosure Statement and confirmation as March 19. The Committee filed its First Amended Chapter 11 Plan of Liquidation and First Amended Disclosure Statement on Feb. 14, 2014. The Committee filed its Certificate of Service stating that a solicitation package containing the Disclosure Statement, Plan, and voting ballot were sent to the Debtors' creditors and parties- in-Interest. Victory Park et al. filed their Plan objection thereafter. The Confirmation Hearing began March 19. Liquidating Trust The Committee's Plan establishes a liquidation trust. The Plan Trustee will be responsible for, among other things: (i) making distributions under the Plan; (ii) liquidating to Cash Causes of Action assigned to the Trust; (iii) filing, prosecuting, and settling objections to Claims; (iv) prosecuting or otherwise resolving the Subordination/Characterization Adversary; (v) winding-up and closing the Debtors' Bankruptcy Estates; (vi) abandoning any of the assets of the Debtors if the Plan Trustee determines, using his business judgment, that such assets are of no benefit to the Creditors; (vi) opening and maintaining bank accounts on behalf of or in the name of the Debtors or the Trust. The Confirmation Order also provides for the appointment of Gregory S. Milligan as initial Plan Trustee. Committee's Motion to Modify/Clarify On March 24, the Committee filed a motion to modify and/or clarify the First Amended Chapter 11 Plan. The motion to modify and/or clarify was taken up, along with a final hearing on confirmation, on April 15. The modification/clarification is designed to clearly state the treatment of Victory Park et al.'s claim should Victory Park et al. prevail in the subordination/recharacterization adversary proceeding in which they are defendants. The Committee provided detailed information on the impact of distribution to allowed Class 2 claims should the Victory Park Parties claim neither be subordinated nor characterized as equity. In such an event, the distribution to allowed Class 2 claims will be substantially diluted in light of the potentially large deficiency claim that the Victory Park Parties may have against the Debtors. The proposed modification also incorporates a settlement agreement between the Committee and Archer Wireline, LLC f/k/a Gray Wireline, Inc. and Archer Well Company, Inc. The settlement is in regards to a potential damages claim arising from services provided by Gray Wireline to the Debtors' Harrier Well in New Mexico. The express terms of the settlement agreement provide adequate information as to the nature and terms of the settlement between the Committee and Gray Wireline and Archer, and the terms of Gray Wireline and Archer?s post-petition loan to the VPR Liquidation Trust. In conjunction with the Motion to Modify, the Committee sent a supplemental solicitation package to the holders of Class 2 claims, giving the Class 2 claim holders an opportunity to vote on the clarifications/modifications. Victory Park Claims In view of the Motion to Modify, the Amended Plan and the Confirmation Order provide that after payment in full of Allowed Classes 1 and 2, with funds remaining from the Distributable Litigation Proceeds, if any, the subordinated Claims of Victory Park Credit Opportunities Intermediate Fund, LP and Victory Park Credit Opportunities, LP, , if any, shall be satisfied from the Distributable Litigation Proceeds. Holders of Class 3 Claims will not receive a distribution on account of their Allowed subordinated Claims unless and until (i) the Plan Trustee resolves the adversary proceeding styled Official Creditors' Committee v. Victory Park Credit Opportunities, LP et al., Adversary No. 13- 01106-TMD -- Subordination/Characterization Adversary -- in a manner that yields a subordinated claim (and not a characterization as equity) and (ii) holders of Allowed Class 1 through 2 Claims have been paid in full on account of the Claims. In the event the "Claims" asserted by Victory Park et al. are characterized as equity, this class is vacant. In the event Victory Park et al. prevail in the Subordination/Characterization Adversary such that their Claims are neither subordinated nor deemed equity, their Claims will be considered Secured Claims with respect to the Disputed Sales Proceeds Cash and any other of the Debtors' assets subject to the Victory Park et al. liens, if any. In the event that Victory Park et al. prevail in the Subordination/Characterization Adversary such that their alleged claim is neither subordinated nor characterized as equity, Victory Park et al.'s Allowed unsecured deficiency claim could be as high as $47,775,793.71. In such event, distributions to Allowed Claims in Class 2 will be substantially diluted. A chart illustrates this potential result: Estimated Potential Litigation Result in Combined Adversary Class 2 and Class 3 Claims -------------------- -------------------------- VPR Liquidation Trust Prevails $16,253,433.12 Victory Park Credit Opportunities $64,029,226.83 Intermediate Fund, LP and Victory Park Credit Opportunities, LP Prevail If Victory Park et al. prevail and their alleged Claim is Allowed as filed, the difference to Class 2 will be substantial. The Committee objected to the amount and calculation of the alleged Victory Park et al. Claims. After its formation, the Committee initiated an adversary proceeding against entities affiliated with Victory Park Capital Advisors: (i) Victory Park Credit Opportunities; (ii) Victory Park Credit Opportunities Master Fund I, LLC; (iii) Victory Park Credit Opportunities Fund, LP; and (iv) Victory Park Management, LLC. The Committee asserts that the Defendants? loans to the Debtors should be recharacterized as equity, and that the Defendants? Claims against the Debtors should be equitably subordinated under Section 510(c) of the Bankruptcy Code. The adversary proceeding is currently pending before the Bankruptcy Court. The Defendants have filed an answer in the adversary proceedings, dispute the material allegations made by the Committee, and believe the claims lack merit. The adversary proceeding is styled Official Creditors' Committee v. Victory Park Credit Opportunities, LP et al., Adv. No. 13-01106-TMD. Archer Wireline Financing, and Settlement In view of the Motion to Modify, the Plan and the Confirmation Order provide for the settlement between the Committee and Archer Wireline, LLC f/k/a Gray Wireline, Inc. and Archer Well Company, Inc. Pursuant to the settlement, the initial costs of the VPR Liquidation Trust will be funded from a loan from Gray Wireline and Archer. The terms of this loan are: a. Gray Wireline and Archer will provide an $85,000 unsecured loan to the VPR Liquidation Trust. The loan will have the status of an administrative claim under 11 U.S.C. Sec. 503(b), but will be paid by agreement pursuant to these terms: -- The $85,000 unsecured loan will be repaid by the VPR Liquidation Trust from net litigation proceeds, calculated by subtracting both the Plan Trustee's fees and expenses and professionals' fees and expenses from the gross monetary recovery of litigation. From this amount, Gray Wireline's loan shall be repaid. -- Interest on the $85,000 unsecured loan will be deferred for 18 months from the date the funds are loaned to the Trust. If the $85,000 unsecured loan is repaid within 18 months, no interest shall be due. If the $85,000 unsecured loan remains unpaid after 18 months, the balance of the loan will include interest from the date of the loan at the prime rate, as published in the Wall Street Journal, plus 2%. b. Gray Wireline's Proof of Claim will be allowed as an unsecured claim in the amount of $193,784.45. Gray Wireline will share in the Liquidation Trust's net litigation proceeds on a pro-rata basis on account of this allowed unsecured claim, and pursuant to the terms of the Plan. c. The Debtors' Bankruptcy Estates will release and discharge Gray Wireline and Archer from damages and claims, including but not limited to, any claim arising from services provided by Gray Wireline regarding the Debtors' Harrier Well in New Mexico. A copy of the Committee's First Amended Liquidation Plan is available at: http://bankrupt.com/misc/VPR_PanelAmendedPlan.pdf A copy of the Committee's First Amended Disclosure Statement is available at: http://bankrupt.com/misc/VPR_PanelAmendedDS.pdf The Committee is represented by: Kell C. Mercer, Esq. Stephen W. Lemmon, Esq. Sam Chang, Esq. HUSCH BLACKWELL LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: (512) 479-9749 Fax: (512) 479-1101 E-mail: stephen.lemmon@huschblackwell.com kell.mercer@huschblackwell.com sam.chang@huschblackwell.com Victory Park Credit Opportunities, LP and Victory Park Credit Opportunities Intermediate Fund, LP, are represented by: Eric J. Taube, Esq. Mark C. Taylor, Esq. HOHMANN, TAUBE & SUMMERS, LLP 100 Congress Avenue, 18th Floor Austin, TX 78701 Telephone: 512-472-5997 Facsimile: 512-472-5248 E-mail: erict@hts-law.com markt@hts-law.com Monreal Oiltool Services, LLC, is represented in the case by: Catherine Keith, Esq. DARRELL W. COOK & ASSOCIATES 5005 Greenville Ave., Suite 200 Dallas, TX 75206 Tel: (214) 368-4686 Fax: (214) 363-9979 Legend Natural Gas, LLC, is represented in the case by: Russell W. Mills, Esq. HIERSCHE, HAYWARD, DRAKELEY & URBACH, P.C. 15303 Dallas Parkway, Suite 700 Addison, TX 75001 Tel: (972) 701-7086 Fax: (972) 701-8765 About VPR Operating VPR Operating LLC and three related entities sought Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin on March 29, 2013. Privately owned VPR is an oil and gas company focused on acquiring and developing assets in the domestic onshore basins of the United States. It has 53 producing wells, which generate revenue of approximately $375,000 per month on average after royalty payments. VPR was founded in 2008, and owned producing oil and gas properties in Oklahoma and New Mexico. VPR Operating LLC disclosed $13,400,000 in assets and $11,119,045 in liabilities as of the Chapter 11 filing. Judge Craig A. Gargotta presides over the case. Brian John Smith, Esq., at Patton Boggs LLP, served as the Debtor's bankruptcy counsel from March 29, 2013 to July 1, 2013. Holland and Knight LLP replaced Patton Boggs effective July 1, 2013. Global Hunter Securities, LLC, serves as the Debtors' financial advisor and investment banker. The U.S. Trustee appointed five entities to an official committee of creditors. Husch Blackwell LLP f/k/a Brown McCarroll, L.L.P., represents the Official Committee of Unsecured Creditors as counsel. Newera Consulting, LLC, serves as the Committee's financial advisors. WALKER LAND: Galusha Higgins to Provide Audit and Accounting Work ----------------------------------------------------------------- Walker Land & Cattle, LLC, filed with the Bankruptcy Court an amended employment application, seeking to expand the role of Judith K. Brower of Galusha, Higgins & Galusha, PC, from auditor to auditor and accountant. The Debtor needs Ms. Brower to specifically provide accounting services to help prepare the Debtor's tax returns for 2013. The Debtor seeks to expand the firm's scope to keep costs under control. The original employment application was filed on March 5, 2014. Pursuant to the amended application, Galusha Higgins will: (a) conduct audits; (b) prepare audit reports; (c) prepare the Debtor's 2013 tax returns; and (d) provide any other auditing services necessary. The firm's hourly rates are: Audit Partner $210 - $240 Audit Senior $115 - $150 Professional $75 - $115 Judith K. Brower assures the Court that she has no connection with the creditors or other party in interest or their respective attorneys and accountants, the United States Trustee or any person employed by the office of the United States Trustee, except that the proposed auditor do tax or accounting work for Falls Plumbing Supply, Inc., Milestone, Reynolds Farms, Robinson Auto Glass, and Start Specialists, Inc., as well as handling various trust tax returns for the trust department of the Bank of Commerce. Galusha Higgins can be reached at: Judith K. Browser GALUSHA, HIGGINS & GALUSHA PC 1220 Whitewater Drive P.O. Box 50699 Idaho Falls, ID 83405 Tel: (208) 523-5953 Fax: (208) 523-8995 About Walker Land & Cattle, LLC Walker Land & Cattle, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on Nov. 15, 2013. The case is assigned to Judge Jim D. Pappas. The petition was signed by Roland N. (Rollie) Walker, manager. The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart, PLLC, in Idaho Falls, Idaho. The Debtor reported $72,688,397 in total assets and $46,346,375 in total liabilities. The U.S. Trustee for Region 18 has appointed an official committee of unsecured creditors in the case. The Committee is represented by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at Davidson Backman Medeiros PLLC, in Spokane, Washington. Secured creditor, Wells Fargo Bank, is represented by Larry E. Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in Boise, Idaho. WASHINGTON MUNICIPAL PROPERTIES: Voluntary Chapter 9 Case Summary ----------------------------------------------------------------- Debtor: Washington County Municipal Properties Owners Improvement District No. 14 - Saddle Brook at Valley View 1310 West Main St. Russellville, AR 72801 Bankruptcy Case No.: 14-71606 Type of Business: Municipality Chapter 9 Petition Date: May 23, 2014 Court: United States Bankruptcy Court Western District of Arkansas (Fayetteville) Debtor's Counsel: Rufus E. Wolff, Esq. WOLFF & WARD, P.A. 900 S. Shackleford, 615 Little Rock, AR 72211 Tel: 501-954-8000 Fax: 866-419-1601 Email: rwolff@wolfflawfirm.net Estimated Assets: $500,000 to $1 million Estimated Debts: $1 million to $10 million The petition was signed by James P. Knight, commissioner. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. WEST EDGE: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- West Edge II, Inc. 14-05847 5798 W. Shore Drive New Port Richey, FL 34652 West Edge, Inc. 14-05848 5798 W. Shore Drive New Port Richey, FL 34652 Duval at Gulf Harbors, LLC. 14-05849 5798 West Shore Drive New Port Richey, FL 34652 Chapter 11 Petition Date: May 22, 2014 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Hon. Michael G. Williamson Debtors' Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: 813-877-4669 Fax: 813-877-5543 Email: Buddy@tampaesq.com Estimated Estimated Assets Liabilities ---------- ----------- West Edge II, Inc. $100K-$500K $1MM-$10MM West Edge, Inc. $500K-$1MM $1MM-$10MM Duval at Gulf Harbors $500K-$1MM $500K-$1MM The petitions were signed by Harry Pappas, president. The Debtors did not file a list of their largest unsecured creditors when they filed the petitions. Pending bankruptcy case filed by an affiliate: Debtor: 128 Incorporated Court: Middle District of Florida, Tampa Division Case No.: 14-03688 Petition Date: 04/01/2014 Relationship: Same Principal Judge: Hon. Michael G. Williamson WHITEHALL JEWELERS: Registration of Securities Revoked ------------------------------------------------------ According to a regulatory filing with the Securities and Exchange Commission, the initial decision of the administrative law judge revoking the registration of the registered securities of Whitehall Jewelers Holdings, Inc. (n/k/a WJ Holdings Liquidating Company) has become final. The revocations are based on Whitehall's repeated failure to file required periodic reports with the Commission. Whitehall is a dissolved Delaware corporation located in Chicago, Illinois, with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g). Whitehall is delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10-K for the period ended February 2, 2008, which reported a net loss of $74,117,000 for the prior year. On June 23, 2008, Whitehall filed a Chapter 11 petition in the U.S. Bankruptcy Court for the District of Delaware, which was dismissed on August 16, 2010. As of March 13, 2014, the common stock of Whitehall was quoted on OTC Link, had five market makers, and was eligible for the "piggyback" exception of Exchange Act Rule 15c2-11(f)(3). About Whitehall Jewelers Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings, Inc. -- http://www.whitehalljewellers.com/-- through its subsidiary, Whitehall Jewelers, Inc., operates as a specialty retailer of fine jewelry in the United States. It offers a selection of merchandise, including diamonds, gold, precious and semi-precious jewelry, and watches. As of June 23, 2008, it operated 373 stores in regional and super-regional shopping malls under the names Whitehall and Lundstrom. The Company and Whitehall Jewelers, Inc., filed for Chapter 11 relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261). Scott Rutsky, Esq., Peter Antoszyk, Esq., Adam T. Berkowitz, Esq., and Jesse I. Redlener, Esq., at Proskauer Rose LLP, represent the Debtors as bankruptcy counsel. James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski, Stang Ziehl & Jones, LLP, represent the Debtors as Delaware counsel. Epiq Bankruptcy Solutions LLC is the claims, noticing and balloting agent. In its schedules, Whitehall Jewelers, Inc., listed total assets of $246,571,775 and total debts of $173,694,918. WOODFOREST SQUARE: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Woodforest Square, LLC, Debtor c/o David K. Gottlieb D. Gottlieb & Associates, LLC 15233 Ventura Blvd., 9th Floor Sherman Oaks, CA 91403 Case No.: 14-12682 Chapter 11 Petition Date: May 23, 2014 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Maureen Tighe Debtor's Counsel: Linda F Cantor, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd 13th Flr Los Angeles, CA 90067 Tel: 310-277-6910 Fax: 310-201-0760 Email: lcantor@pszjlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by David K. Gottlieb, as Chapter 7 trustee of the estate of Roger W. Meyer, the managing partner of RCD Holdings, the sole member of Woodforest Square, LLC. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-12682.pdf ZALE CORP: GAMCO to Assert Appraisal Rights Under Delaware Law -------------------------------------------------------------- Gabelli Funds, LLC, GAMCO Asset Management Inc., Gabelli Securities, Inc., GGCP, Inc., GAMCO Investors, Inc., Mario J. Gabelli have commenced the process to be able to assert appraisal rights under Delaware law in connection with the proposed merger by and among Zale Corporation, Signet Jewelers Limited and Carat Merger Sub, Inc., for the special meeting of stockholders to be held on May 29, 2014. The Reporting Persons said this action is to ensure that they can continue to evaluate all options available to them regarding the proposed merger. The Reporting Persons are considering withholding their votes or voting in such a manner that allows the Reporting Persons the ability to assert appraisal rights under Delaware law. The Reporting Persons beneficially owned 3,214,404 shares, representing 7.45 percent of the 43,145,744 shares outstanding as reported in the Issuer's most recently filed Schedule 14A for the record date April 30, 2014. A full-text copy of the regulatory filing is available at: http://is.gd/awNPll About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,695 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at http://www.zales.com/, http://www.zalesoutlet.com/, http://www.gordonsjewelers.com/and http://www.pagoda.com/ Zale Corp disclosed net earnings of $10.01 million for the year ended July 31, 2013, as compared with a net loss of $27.31 million for the year ended July 31, 2012. The Company incurred a net loss of $112.30 million for the year ended July 31, 2011 and a net loss of $93.67 million for the year ended July 31, 2010. As of April 30, 2014, Zale Corp had $1.26 billion in total assets, $1.05 billion in total liabilities and $205.73 million in total stockholders' investment. * Sinkfield Clone Loses on Strip Off in 11th Circuit ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals for the 11th Circuit is sticking by its guns and continuing to hold that a wholly unsecured subordinate mortgage can be "stripped off" by an individual in Chapter 7. The new case resulted in a two-page, unsigned opinion in which the Atlanta court continued to follow its 2012 decision in McNeal v. GMAC Mortgage LLC, according to the report. The opinion by a three-judge panel in McNeal contained language suggesting that a 1989 decision from the same court called Folendore may no longer be good law because the U.S. Supreme Court later decided Dewsnup v. Timm, the report related. Dewsnup is a 1992 case in which the high court ruled that a partially secured first mortgage can't be reduced to the value of the property, the report further related. Previously, Bank of America NA lost a case in the 11th Circuit named Sinkfield that was identical to the new case, the report added. The new case is Wilmington Trust NA v. Malone (In re Malone), 13- 13688, U.S. Court of Appeals for the Eleventh Circuit (Atlanta). The Sinkfield case is Bank of America NA v. Sinkfield, 13-700, U.S. Supreme Court (Washington). * Hoenig Says Bankruptcy Is Preferred Path for Big-Bank Failures ---------------------------------------------------------------- Jesse Hamilton, writing for Bloomberg News, reported that bankruptcy is the preferred path for resolving the largest U.S. banks when they collapse and firms should make fundamental changes to make that possible, Federal Deposit Insurance Corp. Vice Chairman Thomas Hoenig said. According to the report, speaking to the Boston Economic Club, Hoenig called on banks and regulators to finish work on Dodd-Frank Act ?living wills? to lay out how companies can be shut down under court supervision. Relying on a separate rule that lets the FDIC unwind bank holding companies could lead to taxpayer-funded bailouts, he said, the report related. ?Each systemically important financial firm must provide a credible plan for orderly resolution through bankruptcy,? Hoenig said, the report further related. ?If a credible plan is not produced, supervisors should be prepared to require an institution to sell assets and simplify operations until it shows itself to be bankruptcy compliant,? the report added. * Senate Version of Asbestos Trust Transparency Bill Emerges ------------------------------------------------------------ Law360 reported that Sen. Jeff Flake, R-Ariz., introduced the Senate companion to legislation that passed the U.S. House of Representatives on party lines in November requiring new disclosures about asbestos injury claims from the massive trusts charged with disbursing insolvent companies' funds. According to the report, the Furthering Asbestos Claim Transparency Act of 2013, or H.R. 982 is aimed at cutting down on payments of duplicative and fraudulent claims by requiring asbestos bankruptcy trusts to divulge identifying details on individual claimants. For years, companies have complained about the supposed propensity of plaintiffs' attorneys to game the system by secretly filing claims in multiple trusts and in the courts on behalf of the same victim, the report related. Following an acrimonious debate, H.R. 982 passed the Republican- controlled House on a 221-199 vote in November, the report further related. The companion bill floated by Flake contains the same language, according to his spokesman, the report said. * N.Y. Cracks Down on Debt Collectors in $16 Million Accord ----------------------------------------------------------- Christie Smythe, writing for Bloomberg News, reported that two of the largest U.S. consumer debt buyers agreed to drop collections on about $16 million to settle allegations they pursued debtors in violation of New York law, an accord reached as federal regulators prepare to crack down on the growing industry. According to the report, Portfolio Recovery Associates (PRAA) LLC, based in Norfolk, Virginia, and Sherman Financial Group LLC also agreed to pay a combined $475,000 in penalties, Attorney General Eric Schneiderman said on May 9. The firms, which buy mostly unpaid credit card debt at discounted prices and then get court judgments on the defaults, broke New York law by trying to collect obligations that were too old, the state said, the report related. "Debt collectors must follow the same rules the rest of us do when bringing lawsuits -- in this case, suing for debts that were not enforceable in the first place," Schneiderman said in a statement, the report further related. The debt-collection business is facing greater U.S. oversight as the Consumer Financial Protection Bureau probes for violations and writes the first regulations under the Fair Debt Collection Practices Act of 1977, a federal law that governs the industry, the report further related. * Key Democrats Signal Opposition to Fannie-Freddie Overhaul ------------------------------------------------------------ Nick Timiraos, writing for The Wall Street Journal, reported that talks between top lawmakers on the Senate Banking Committee and a group of Democrats seen as key swing votes to advance a bipartisan overhaul of Fannie Mae and Freddie Mac broke down, according to people familiar with the matter, raising the prospect that the bill won't advance beyond the committee this year. According to the report, lawmakers postponed a committee vote on the overhaul bill, unveiled in March by Sens. Tim Johnson (D., S.D.) and Mike Crapo (R., Idaho), the heads of the committee, to wrest more support from the 22-member panel. Lawmakers said they could have passed the bill with a narrow majority, but many analysts believe a larger "supermajority" would be needed to compel Sen. Majority Leader Harry Reid (D., Nev.) to bring the bill up for a floor vote ahead of the November midterm elections, the report related. Efforts had focused on winning three of six uncommitted Democrats on the panel: Sens. Elizabeth Warren of Massachusetts, Charles Schumer of New York and Robert Menendez of New Jersey, the report further related. Consumer and civil-rights groups had raised a series of objections to the proposed bill, the report added. eeks, the report related, citing people briefed on the talks. The private meetings came after prosecutors sought guilty pleas from the parent companies of both banks: BNP of France over doing business with countries like Sudan that the United States has blacklisted, and Credit Suisse for offering tax shelters to wealthy Americans, the report further related. According to the report, while BNP and Credit Suisse proposed more modest guilty pleas from their subsidiaries rather than parent companies, the people briefed on the talks said, prosecutors appeared to balk at those overtures, challenging broader public concerns that banks have grown so important to the economy that they are effectively "too big to jail." In the case of Credit Suisse, which recently created a subsidiary to house the "U.S. offshore business," prosecutors have privately indicated that they are unwilling to charge the newly formed unit, the report added. * U.S. Consumer Credit Posts Largest Gain in a Year --------------------------------------------------- Reuters reported that U.S. consumer credit recorded its largest increase in a year in March, boosted by growing demand for student loans and household borrowing to buy automobiles. According to the report, citing the Federal Reserve, total consumer credit increased by $17.53 billion to $3.14 trillion. That was the largest rise since February 2013, the report related. February's consumer credit figure was revised lower to show a $12.99 billion increase rather than the previously reported $16.49 billion advance, the report further related. Economists polled by Reuters had expected consumer credit to rise by $15.75 billion in March, the report said. * Some Investors Bet on Return to Reverse Mortgages --------------------------------------------------- Matthew Goldstein, writing for The New York Times' DealBook, reported that some private investors are betting that reverse mortgages, an investment product aimed at older people in need of cash, will make a resurgence as more homeowners reach retirement age in the coming years. According to the report, a reverse mortgage start-up based in New Jersey has raised about $230 million in a private offering managed by the investment banking boutique FBR Capital Markets. Investors in the private sale of shares of Reverse Mortgage Investment Trust included hedge funds, wealthy individual investors and customers of the investment firm, the report related. The private placement in February sets the stage for a potential initial public offering for the company, which operates under the name Reverse Mortgage Funding, the report cited regulatory filings and conversations with people briefed on the details, but not authorized to speak publicly about the offering. A public offering would make Reverse Mortgage Funding, which opened its doors last summer, one of the first stand-alone publicly traded companies that specialize in reverse mortgages, which provide government-guaranteed loans to homeowners based on the equity value in their homes in exchange for fees and interest payments that are paid when the loan comes due, the report further related. * Regulators See Growing Financial Risks Outside Traditional Banks ------------------------------------------------------------------ Ryan Tracy, writing for The Wall Street Journal, reported that U.S. regulators have spent the past six years forcing banks out of businesses seen as risky. Now, they are beginning to worry that they have pushed some financial activity into the shadows and outside their legal reach, the report said. According to the report, regulators on the Financial Stability Oversight Council said they are monitoring new practices by nonbank financial firms -- including mortgage-servicing companies, insurers and asset managers -- over concerns that their activity could pose an emerging threat to the financial system. Some of these firms aren't required to maintain the same capital cushions that banks need to guard against a severe economic downturn, the regulators said, the report related. The annual report, which was signed by heads of the Treasury Department, Federal Reserve, Securities and Exchange Commission and other agencies, is one of the first recognitions by regulators that post-financial-crisis rules may have shifted risk from the banking sector to less-regulated portions of the system, the report further related. * Yellen Foresees Continued Low Borrowing Rates ----------------------------------------------- Martin Crutsinger, writing for The Associated Press, reported that Federal Reserve Chair Janet Yellen said that the U.S. economy is improving but noted that the job market remains "far from satisfactory" and inflation is still below the Fed's target rate. According to the report, speaking to Congress' Joint Economic Committee, Yellen said that as a result, she expects low borrowing rates will continue to be needed for a "considerable time." Yellen's comments echo earlier signals that the Fed has no intention of acting soon to raise its key target for short-term interest rates even though the job market has strengthened and economic growth is poised to rebound this year, the report related. The Fed has kept short-term rates at a record low near zero since December 2008, the report further related. At the same time, Yellen cautioned that geopolitical tensions, a renewal of financial stress in emerging markets and a faltering housing recovery pose potential threats, the report added. * C. Scott Chabina Bags M&A Advisor's 2014 40 Under 40 Award ------------------------------------------------------------- Carl Marks Advisors, a consulting and investment banking advisor to middle-market companies, on May 22 disclosed that C. Scott Chabina, a director at the firm, has been honored as one of the 5th Annual 2014 40 Under 40 Recognition Award winners by The M&A Advisor, renowned globally for its recognition and presentation of leading M&A, financing, and turnaround professionals. The awards program was established to promote mentorship and professional development among emerging business leaders. Mr. Chabina has more than nine years of investment banking and financial restructuring experience. In his role at Carl Marks, he is primarily responsible for mergers and acquisitions, debt and equity capital raises, corporate finance and financial restructuring advisory services for companies, secured lenders, and creditors across the capital structure, including Section 363 sales and internal reorganizations. He advises across a wide range of industries, including energy, consumer products, retail, healthcare, specialty finance, building materials, defense, specialty foods, marketing and media, specialty chemicals, manufacturing, and automotive. He is particularly active in the renewable and alternative energy sectors and has successfully executed a vast array of engagements within the ethanol industry. Mr. Chabina's recent representative bankruptcy and restructuring matters have involved Metro Fuel Oil Corporation, BioFuel Energy Corporation, Hawkeye Growth, White Energy Corporation, Otter Tail Ag Enterprises, VeraSun Energy Corporation, and Citation Corporation. "It's a great and humbling honor to be recognized among this group of recipients," said Mr. Chabina. "This award is a significant testament to the high level of service and dedication that the Carl Marks team brings to the table for our clients." Mr. Chabina will accept the award on June 24th at The M&A Advisor Awards Gala, held at the Roosevelt Hotel in Manhattan, in conjunction with the 2014 Emerging Leaders Summit. This is an exclusive event that brings together M&A industry leaders with mentors and other influencers within the business community to discuss current trends in corporate development and celebrate the achievements of up and coming professionals who have reached a significant level of success prior to the age of 40. About Carl Marks Advisory Group LLC and Carl Marks Securities LLC Carl Marks Advisory Group LLC -- http://www.carlmarks.com-- is a New York-based consulting and investment banking advisory firm. It serves middle-market companies, provides an array of financial and operational services, including mergers and acquisitions advice, sourcing of capital, financial restructuring plans, strategic business assessments, improvement plans and interim management. The award-winning firm was the recipient of the 2013 M&A Advisor's Sector Financing Deal of the Year (Real Estate); the Turnaround Atlas Awards' Healthcare Services Turnaround of the Year, Mid Markets Restructuring Investment Bank of the Year, and Restructuring Investment Banker of the Year (Boutique); the 2011 M&A Advisor's Debt Financing Deal of the Year; and the 2011 Turnaround Atlas Awards Chapter 11 Reorganization of the Year (Middle Market). Carl Marks has additional offices in Charlotte, NC. Securities are offered through Carl Marks Securities LLC, member FINRA and SIPC, which assists its clients in executing private placements of debt and equity. * David R. Gette Joins Marks Paneth as Tax Partner -------------------------------------------------- Accounting firm Marks Paneth LLP on May 22 disclosed that David R. Gette, CPA has joined the firm as a tax partner. Mr. Gette brings over 20 years of tax experience and has an extensive background advising private equity funds and public and private companies on the tax implications of domestic and cross- border transactions. He has represented clients in all aspects of federal taxation including acquisitions, dispositions, internal restructurings, joint ventures, post-deal integration and other capital-related matters. He also possesses sell-side experience, providing assistance with deal process preparation as well as tax planning and structuring for potential sale transactions. "Privately-owned companies and their owners comprise an important part of our client base. David's knowledge of complex transactional tax issues adds value to the services we offer these sophisticated clients," said Steven Eliach, Principal-in-Charge of the Tax Practice at Marks Paneth. Mr. Gette comes to Marks Paneth from Ernst & Young where he was Transaction Tax Partner in the Transaction Advisory Services practice. Prior to that he was a Managing Director specializing in Mergers & Acquisitions at PwC. He is a member of the American Institute of Certified Public Accountants and the Minnesota Society of Certified Public Accountants and is licensed to practice in New York, Minnesota and North Dakota. Mr. Gette holds a Bachelor of Science in Accounting from Moorhead State University. He is a resident of Somers, New York. About Marks Paneth LLP Marks Paneth LLP -- http://www.markspaneth.com-- is an accounting firm with over 500 people, of whom approximately 65 are partners and principals. The firm provides public and private businesses with a full range of auditing, accounting, tax, consulting, bankruptcy and restructuring services as well as litigation and corporate financial advisory services to domestic and international clients. The firm also specializes in providing tax advisory and consulting for high-net-worth individuals and their families, as well as a wide range of services for international, real estate, media, entertainment, nonprofit, professional and financial services, and energy clients. The firm has a strong track record supporting emerging growth companies, entrepreneurs, business owners and investors as they navigate the business life cycle. The firm's subsidiary, Tailored Technologies, LLC, provides information technology consulting services. In addition, its membership in Morison International, a leading international association for independent business advisers, financial consulting and accounting firms, facilitates service delivery to clients throughout the United States and around the world. Marks Paneth LLP, whose origins date back to 1907, is the 33rd largest accounting firm in the nation and the 10th largest in the Mid- Atlantic region. In addition, readers of the New York Law Journal rank Marks Paneth as one of the area's top forensic accounting firms for the fourth year in a row. Its headquarters are in Manhattan. Additional offices are in Westchester, Long Island and the Cayman Islands. * BOND PRICING -- For Week From May 19 to 23, 2014 -------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- Alion Science & Technology Corp ALISCI 10.25 59.90 2/1/2015 Allen Systems Group Inc ALLSYS 10.50 49.50 11/15/2016 Allen Systems Group Inc ALLSYS 10.50 49.50 11/15/2016 Brookstone Co Inc BKST 13.00 34.00 10/15/2014 Brookstone Co Inc BKST 13.00 32.00 10/15/2014 Brookstone Co Inc BKST 13.00 46.00 10/15/2014 Buffalo Thunder Development Authority BUFLO 9.38 40.75 12/15/2014 Caesars Entertainment Operating Co Inc CZR 12.75 49.27 4/15/2018 Champion Enterprises Inc CHB 2.75 0.25 11/1/2037 Energy Conversion Devices Inc ENER 3.00 7.88 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.18 1.25 1/30/2037 Energy Future Holdings Corp TXU 5.55 51.00 11/15/2014 FairPoint Communications Inc/Old FRP 13.13 1.00 4/2/2018 Global Geophysical Services Inc GGS 10.50 44.00 5/1/2017 Global Geophysical Services Inc GGS 10.50 63.50 5/1/2017 James River Coal Co JRCC 7.88 11.65 4/1/2019 James River Coal Co JRCC 4.50 4.25 12/1/2015 James River Coal Co JRCC 10.00 8.63 6/1/2018 James River Coal Co JRCC 10.00 11.00 6/1/2018 James River Coal Co JRCC 3.13 12.75 3/15/2018 LBI Media Inc LBIMED 8.50 30.00 8/1/2017 MF Global Holdings Ltd MF 6.25 37.00 8/8/2016 MF Global Holdings Ltd MF 1.88 45.56 2/1/2016 MModal Inc MODL 10.75 24.00 8/15/2020 MModal Inc MODL 10.75 24.00 8/15/2020 Momentive Performance Materials Inc MOMENT 11.50 31.25 12/1/2016 Motors Liquidation Co MTLQQ 7.20 11.00 1/15/2011 Motors Liquidation Co MTLQQ 7.38 11.00 5/23/2048 Motors Liquidation Co MTLQQ 6.75 11.00 5/1/2028 NII Capital Corp NIHD 10.00 27.02 8/15/2016 OnCure Holdings Inc RTSX 11.75 48.88 5/15/2017 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Pulse Electronics Corp PULS 7.00 80.00 12/15/2014 River Rock Entertainment Authority/The RIVER 9.00 32.64 11/1/2018 THQ Inc THQI 5.00 43.50 8/15/2014 TMST Inc THMR 8.00 15.75 5/15/2013 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 8.75 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.00 32.38 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 8.75 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.50 8.50 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.00 33.13 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 8.63 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.50 8.50 11/1/2016 USEC Inc USU 3.00 26.38 10/1/2014 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.38 56.71 8/1/2016 Western Express Inc WSTEXP 12.50 79.13 4/15/2015 Western Express Inc WSTEXP 12.50 79.13 4/15/2015 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2014. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***