/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140610.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 10, 2014, Vol. 18, No. 159 Headlines 38 STUDIOS: Deposition of Ex-RI House Speaker Okayed in Row ALLIED IRISH: CFO Mark Bourne Appointed to Board May 29 ALTA MESA: Moody's Affirms 'B2' CFR & Revises Outlook to Negative ANESTHESIA HEALTHCARE: Hires Theodore Stapleton as Counsel ARIZONA CHEMICAL: S&P Retains 'B+' CCR After Proposed Debt Resize AURORA DIAGNOSTICS: Has Deal to Acquire Mid-Atlantic Pathology AUXILIUM PHARMACEUTICALS: FDA Grants Final Approval of Vogelxo BERRY PLASTICS: Closes Secondary Offering of 10MM Common Shares BION ENVIRONMENTAL: Technology Reviewed by USDA Panel BLOOM TRANSPORTATION: Voluntary Chapter 11 Case Summary BMT-NW ACQUISITION: June 20 Bid Deadline for Steel Tank Equipment BROOKSTONE HOLDINGS: Chinese Joint Venture to Buy Assets BROWNIE'S MARINE: Technical Manager Reports 17% Equity Stake BUCCANEER RESOURCES: Section 341(a) Meeting Set on July 1 BUDD COMPANY: Conway Mackenzie's Charles Moore Approved as CRO CATASYS INC: David Smith Holds 32.8% Equity Stake CAESARS ENTERTAINMENT: Unit Extends Tender Offer Expiration CHESAPEAKE OILFIELD: S&P Affirms 'BB-' Rating & Removes From Watch CLAIRE'S STORES: S&P Revises Outlook to Neg. & Affirms 'B-' CCR CLEAR CHANNEL: Assumes Obligations Under 10% Senior Notes COATES INTERNATIONAL: CEO Converts $369,726 Notes to Equity COLDWATER CREEK: Landlords Balk At Lease Sale Timeline CONTOURGLOBAL POWER: S&P Assigns 'BB-' Rating to $400MM Sr. Notes D'IMPERIO'S RESTAURANT: Selling Restaurant Equipment for $145,000 DEMCO INC: Files Amended Schedules of Assets and Liabilities DIOCESE OF HELENA: Adequate Protection Stipulation Approved DIOCESE OF HELENA: Court Denies Ursuline's Bid for Stay Relief DOLPHIN DIGITAL: BDO USA Replaces Crowe Horwath as Accountants E*TRADE FINANCIAL: Moody's Hikes Senior Debt Rating to 'B1' EARL GAUDIO: Authorized to Auction Personal Property and Vehicles EDENOR SA: Securities to Trade on "Reduced Trading Panel" ENDEAVOUR INTERNATIONAL: To Issue 2.1 Million Shares Under Plan ENERGY FUTURE: Court Approves 1st Lien Notes Settlement ENERGY FUTURE: Wants to Hire Filsinger Energy as Consultant ENERGY FUTURE: Hires Evercore Group as Investment Banker ENERGY FUTURE: Taps KPMG as Accounting and Tax Advisors ENERGY FUTURE: Hires Thompson & Knight as Tax Counsel EPL OIL: S&P Raises Corp. Credit Rating to B+; Off Watch Positive EVANS & SUTHERLAND: Wisc. Investment Board No Longer a Holder FISKER AUTOMOTIVE: Judge Clears Creditors to Vote on Plan FREEDOM INDUSTRIES: Planning Demolition of Spill Site FTE NETWORKS: John Klumpp Appointed to Board of Directors GANNETT CO: S&P Raises CCR to 'BB+' on Successful Belo Integration GATES GLOBAL: S&P Assigns 'B+' CCR Following LBO Transaction GENERAL MOTORS: Ignition Recall No Impact on Moody's Ba1 Rating GENERAL MOTORS: Holders Seek Recall Cost Estimate GENIUS BRANDS: Iroquois Capital Reports 5.8% Equity Stake GGW BRANDS: Trustee Wants Founder Held In Contempt GSE ENVIRONMENTAL: $45M Bankruptcy Loan Has Final Approval GULF COLORADO: Chapter 11 Case Dismissed HAMPTON ROADS: Chief Operating Officer to Quit in September HARBINGER GROUP: Fitch Affirms 'B' IDR & Revises Outlook to Pos. HDOS ENTERPRISES: Court Okays Littler Mendelson as Labor Counsel HDOS ENTERPRISES: Greenberg Traurig Approved as ESOP Counsel HDOS ENTERPRISES: Hires Kacvinsky Daisak as IP Counsel HOUSTON REGIONAL: Comcast Wants Dist. Court to Hear Astros Suit HOVNANIAN ENTERPRISES: Incurs $7.9-Mil. Net Loss in 2nd Quarter INFINIA CORP: Plan of Liquidation Declared Effective INT'L FOREIGN EXCHANGE: Has Until Aug. 12 to File Liquidating Plan IOWA GAMING: Bankruptcy Hearing Could Delay Argosy Casino Closure LATEX FOAM: Section 341(a) Meeting Scheduled for June 30 LEVEL 3 COMMUNICATIONS: S&P Raises CCR to 'B+'; Outlook Stable LOUDOUN HEIGHTS: Court Cancels Hearing on FBJ Employment Bid LOUDOUN HEIGHTS: Thorne Consultants Approved as Appraiser MARYLAND LUMBER: Case Summary & 20 Top Unsecured Creditors MEN'S WEARHOUSE: Moody's Assigns B2 Rating on $600MM Senior Notes MEN'S WEARHOUSE: S&P Rates Proposed $600MM Unsecured Notes 'B-' MGM RESORTS: Stockholders Elected 11 Directors MONTANA ELECTRIC: Confirmation Hearing Set for June 13 MOONLIGHT APARTMENTS: Receiver Wants Deal with Greystar Approved MORGANS HOTEL: Derivative Action Settlement Approval Hearing Set MOUNTAIN PROVINCE: Dermot Desmond Plans to Sell 2MM Shares MT LAUREL LODGING: Has Until July 2 to Propose Chapter 11 Plan NEWLEAD HOLDINGS: MGP Seeks Add'l 11 Million Settlement Shares OVERSEAS SHIPHOLDING: July 11 Class Action Deal Objection Deadline PAKAT GROUP: Case Summary & 20 Largest Unsecured Creditors PETTIT OIL: Sale of Remaining Assets Approved PHILADELPHIA SD: Moody's Puts 'Ba2' GO Rating on Review PITTSBURG, CA: Fitch Affirms 'BB-' Rating on $245.4MM Sub. TABs PROSPECT SQUARE: Plan Outline Approval Hearing Reset to June 30 QUALTEQ INC: Cases Consolidated for Purposes of UST Fees Payment QUANTUM CORP: Incurs $21.5 Million Net Loss in Fiscal 2014 QUIKSILVER INC: Moody's Affirms B3 CFR & Alters Outlook to Neg. RICEBRAN TECHNOLOGIES: To Sell $30 Million of Securities RICEBRAN TECHNOLOGIES: Authorized Common Shares Hiked to 25MM SANDBURG MALL: Voluntary Chapter 11 Case Summary SEADRILL PARTNERS: Moody's Affirms Ba3 Corp. Family Rating SINCLAIR BROADCAST: Seven Directors Elected at Annual Meeting STERLING MID-HOLDINGS: S&P Assigns 'B' ICR; Outlook Negative TEMPEL STEEL: S&P Revises Outlook to Stable & Affirms CCC+ Rating TGI FRIDAYS: S&P Assigns 'B+' CCR; Outlook Negative THORCO INC.: Case Summary & 2 Largest Unsecured Creditors TRIVIAL DEVELOPMENT: Case Summary & 19 Top Unsecured Creditors UNIVERSAL COOPERATIVES: 7-Member Committee Named VERIFONE INC: Moody's Rates Proposed $1.2BB First Lien Debt 'Ba3' VERIFONE INC: S&P Rates $1.2BB Secured Credit Facilities 'BB' VICTORY ENERGY: Hires Fred Smith as New CFO VILLAGE AT KNAPP'S: Case Converted to Chapter 7 WAFERGEN BIO-SYSTEMS: To Offer 3 Million Shares Under Plan WALDMAN DIAMOND: Initiates Ch. 11 After Bank Leumi Legal Action WALKER LAND: Wins Approval to Enter Into Various Loan Agreements WALKER LAND: Gets Final OK to Use Cash Collateral Until Jan. 2015 WALKER LAND: Insurance Premium Finance Deal Wins Court Approval WESTMINSTER MANOR: Fitch Affirms 'BB+' Rating on $64.62MM Bonds XTREME POWER: Gets Court Approval to Reject License Agreements XTREME POWER: Former Employees to Manage Post-Sale Operations ZALE CORP: Z Investment No Longer a Shareholder * District of Maine Needs Chapter 7 Trustees * Rochester, NY Bankruptcy Filings Continue to Drop * Fannie, Freddie Sued over Massachusetts Foreclosure Law * Cash Deals for Homes Reach Record with Boomers Retiring * Foreign Mergers Expand Ranks at Big Law Firms * Triax Capital Offers Custom-Tailored Financing Solutions * Large Companies With Insolvent Balance Sheet ********* 38 STUDIOS: Deposition of Ex-RI House Speaker Okayed in Row ----------------------------------------------------------- Law360 reported that a Rhode Island judge reportedly declined to quash a subpoena for testimony from former state House Speaker Gordon Fox, in a lawsuit over a taxpayer-backed $75 million loan for former Major League Baseball ace Curt Schilling's now bankrupt video game venture, 38 Studios LLC. According to Law360, citing an Associated Press report, Judge Michael Silverstein declined to quash defendant First Southwest Co.'s deposition subpoena of Gordon. The state filed the suit against Schilling, First Southwest, Wells Fargo Securities LLC and others after Rhode Island's economic development agency financed 38 Studios, which went bankrupt in June 2012, the report related. 38 Studios LLC, a video-game developer founded by former Boston Red Sox pitcher Curt Schilling, filed for liquidation on June 8, 2012, without attempting to reorganize. Although based in Providence, Rhode Island, the company filed the Chapter 7 petition in Delaware (Case No. 12-11743). ALLIED IRISH: CFO Mark Bourne Appointed to Board May 29 ------------------------------------------------------- Allied Irish Banks p.l.c. provided additional biographical information in relation to Mark Bourke, chief financial officer and executive director of the bank. This information outlines previous directorships held by Mr. Bourke in the past five years. He is now no longer a director of these entities. Mr. Bourke joined AIB on May 7, 2014, and was formally appointed to the Board on May 29, 2014. Mr. Bourke joined AIB from IFG Group p.l.c., a financial services firm that provides pension and investment administration and advisory services in the UK and Ireland. He was group chief executive at IFG until April 2014 and was appointed to that role in 2006 having joined IFG as Group Finance Director in 2000. Mr. Bourke began his career at Price Waterhouse Coopers (PWC) in 1989 where, in 2000, he was made a partner in the firm specialising in international taxation. He is a member of the Institute of Chartered Accountants Ireland (ICAI) and Institute of Taxation in Ireland (AITI) and he was educated at University College Dublin and Dublin City University. Additional information is available for free at: http://is.gd/ZBvFw8 About Allied Irish Banks Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. The Company reported a loss of EUR2.29 billion in 2011, a loss of EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009. Allied Irish reported a loss of EUR1.59 billion on EUR1.34 billion of net interest income for the year ended Dec. 31, 2013, as compared with a loss of EUR3.55 billion on EUR1.10 billion of net interest income in 2012. Allied Irish incurred a net loss of $2.32 billion in 2011. At Dec. 31, 2013, the Company had EUR117.73 billion in total assets, EUR107.24 billion in total liabilities and EUR10.49 billion in total shareholders' equity. ALTA MESA: Moody's Affirms 'B2' CFR & Revises Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service changed Alta Mesa Holdings, LP's rating outlook to negative. At the same time, Moody's affirmed Alta Mesa's B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR), B3 senior unsecured note rating, and SGL-3 Speculative Grade Liquidity Rating. "Despite significant capital spending and considerable growth in liquids production since 2011, Alta Mesa has not achieved the scale or the level of cash flow that are comparable to other B2 rated E&P companies," commented Sajjad Alam, Moody's Analyst. "On the contrary, heavy outspending over the past several years has pushed leverage higher and the company has struggled to maintain production and reserves. Overall production declined to 15,000 barrel of oil equivalent (boe) per day (pro forma for the Eagle Ford asset sale) in 2013 from 19,000 boe per day in 2011 with reserves declining 9% during that same period. Additionally, while the sale of certain oily Eagle Ford assets in early 2014 will temporarily improve liquidity and leverage, margins and cash flows will shrink and Alta Mesa will face higher execution risk as it shifts capital to the technologically challenging salt dome reservoirs in Louisiana and mature and less prolific fields in Oklahoma." Issuer: Alta Mesa Holdings, LP Ratings Affirmed: Corporate Family Rating, B2 Probability of Default Rating, B2-PD Senior Unsecured Rating, B3 (LGD5-70%) Speculative Grade Liquidity Rating, SGL-3 Outlook Action Changed Outlook to Negative from Stable Ratings Rationale The B2 CFR reflects Alta Mesa's high leverage, significant execution and funding risk surrounding its plan to rapidly grow production in the Sooner Trend where the company has drilled a limited number of wells to date, and large projected negative free cash flow through 2015. The rating is also negatively impacted by the recapitalization of Alta Mesa Investment Holdings, Inc. (AMIH, unrated) with debt and preferred equity from Highbridge Principal Strategies, LLC, which replaced the prior equity interest of Denham Capital. While the high coupon debt and preferred shares at AMIH can be paid in kind, do not have a claim on cash flows from Alta Mesa and is subordinated to Alta Mesa's debt, it raises the complexity of the corporate family and could incentivize management to become more aggressive to retain full ownership interest in the company. The B2 rating is supported by Alta Mesa's improving cash margins, which have grown in recent years through the transition to liquids-rich properties, meaningful oily acreage in Oklahoma and Louisiana that could potentially drive further oil production growth and margin expansion, and its track record of hedging a sizeable portion of its forward production. Alta Mesa's leverage as measured by debt to average daily production and debt to proved developed reserves were $44,000 per boe and $22 per boe, respectively as of March 31, 2014. If Moody's consolidate the $200 million in senior notes outstanding at AMIH, these leverage metrics jump to $57,000 and $29, respectively. Without a strong improving trend in these metrics, Alta Mesa's ratings will remain under pressure. The SGL-3 reflects Moody's view of adequate liquidity through mid- 2015. At March 31, 2014, Alta Mesa had around $7 million of cash and as of May 13, 2014 the company had $63 million in available borrowing capacity under its $285 million borrowing base revolving credit facility. While Moody's believe funds from operations, cash on hand and revolver availability will cover sustaining capital expenditures and working capital requirements through mid-2015, additional external funding will be needed to fund the full capital program if production results are less than forecast. The company can opt to slow down spending if liquidity tightens given its operational control over a large portion of it capital budget. The credit facility expires on May 23, 2016 and has three financial covenants - a maximum debt to EBITDAX of 4.0x, a minimum EBITDAX to interest of 3.0x, and a minimum current ratio of 1.0x. There is sufficient headroom under the covenants that should allow compliance through mid-2015. Substantially all of the partnership's assets are pledged as collateral for the revolving credit facility. As such, Alta Mesa's ability to raise alternate liquidity is limited. The negative outlook reflects the execution and funding risks in developing the Oklahoma properties and the likelihood of elevated leverage over a protracted period. A downgrade is likely if liquidity tightens considerably or leverage continues to increase. Moody's would downgrade the CFR to B3 if the company has less than $40 million of total liquidity (cash plus revolver availability), struggles to sustain production above 15,000 boe per day or is unable to hold the debt to retained cash flow ratio above 20%. Given the current negative trends, a positive rating action is unlikely in 2014. However, longer term, Moody's would consider an upgrade if Alta Mesa's production grows to over 35,000 boe per day, achieves a retained cash flow to debt ratio of about 35%, and significantly reduces its negative free cash flow. The principal methodology used was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Alta Mesa Holdings, LP is a privately owned independent E&P company headquartered in Houston, Texas. The company's operations are primarily in Oklahoma and Louisiana. ANESTHESIA HEALTHCARE: Hires Theodore Stapleton as Counsel ---------------------------------------------------------- Anesthesia Healthcare Partners, Inc. and its debtor-affiliates ask for authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Theodore N. Stapleton, P.C. as counsel. The Debtors require TNS to: (a) represent the Debtors with respect to the Debtors' "first Day" motions; (b) advise the Debtors generally regarding matters of bankruptcy law, including, but not limited to, the rights, each, obligations, and remedies of the Debtors as Debtors- in-possession, both with regard to its assets and with respect to the claims of their creditors; (c) prepare and assist in the preparation of pleadings, exhibits, applications, reports, and accounting in connection with the Debtors' schedules, and other documents necessary to the administration of these proceedings as required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the local rules of this Court, in the requirements of the U.S. Trustee's Office; (d) investigate, analyze and evaluate potential claims of the estates, including claims for recovery of avoidable transfers under the Bankruptcy Code; (e) advise the Debtors concerning Chapter 11 plans and alternatives thereto; (f) represent the Debtors at hearings and conferences with regard to administration of these cases and any of the foregoing matters and prepare pleadings and papers in connection therewith; and (g) represent and assist the Debtors with regard to any and all other matters relating to administration of the cases. Subject to the Court's approval, the Debtors desire to employ TNS at its customary hourly rates in effect on the date the services are rendered on behalf of the Debtors and to be liable for all fees and expenses incurred by the Debtors to TNS. TNS will also be reimbursed for reasonable out-of-pocket expenses incurred. Theodore N. Stapleton of TNS, 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. TNS can be reached at: Theodore N. Stapleton, Esq. THEODORE N. STAPLETON, P.C. Suite 100-B, 2802 Paces Ferry Road Atlanta, GA, 30339 Tel: (770) 436-3334 E-mail: tstaple@tstaple.com Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter 11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on May 15, 2014. The case is assigned to Judge Wendy L. Hagenau. The Debtor is represented by Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., in Atlanta. Sean Lynch of Suwannee, Georgia, the CEO of the company, owns 100% of the common stock. The Debtor estimated $10 million to $50 million in assets and debt. ARIZONA CHEMICAL: S&P Retains 'B+' CCR After Proposed Debt Resize ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on U.S.- based pine chemicals producer Arizona Chemical Holdings Corp. are not affected by the company's decision to resize the proposed first-lien and second-lien credit facilities issued by its subsidiary AZ Chem US Inc. The company plans to upsize its proposed first-lien term loan facility to $730 million from $675 million and to downsize its second-lien term loan to $150 million from $205 million. The shift of $55 million is leverage neutral and does not affect the 'B+' corporate credit rating or stable outlook. Issue and recovery ratings also remain unchanged. On May 22, 2014, S&P assigned its 'BB-' issue rating and '2' recovery rating to the proposed first-lien senior secured credit facilities, indicating S&P's expectation for substantial recovery (70% to 90%) in the event of a payment default. S&P also assigned its 'B-' issue-level rating and '6' recovery rating to the company's proposed second-lien term loan facility, indicating S&P's expectation of negligible recovery (0% to 10%) in the event of a payment default. RATINGS LIST Ratings Unchanged Arizona Chemical Holdings Corp. Corporate Credit Rating B+/Stable/-- AZ Chem US Inc. Senior Secured 2nd lien term bank ln due 2022 B- Recovery Rating 6 Revolving bank ln due 2019 BB- Recovery Rating 2 1st lien term bank ln due 2021 BB- Recovery Rating 2 AURORA DIAGNOSTICS: Has Deal to Acquire Mid-Atlantic Pathology -------------------------------------------------------------- Aurora Diagnostics has entered into an agreement to acquire Mid- Atlantic Pathology Services, Inc. Headquartered in Sterling, Virginia, Mid-Atlantic Pathology Services (MAPS) is a highly specialized Dermatopathology lab with a strong regional business with emphasis on Northern Virginia, Maryland, and the greater Washington DC areas. Terms of the transaction were not disclosed. As a Dermatopathology lab, MAPS pathologists provide diagnostic and consultative evaluations of all skin diseases, with special expertise in melanocytic lesions, non-melanocytic tumors of the skin, bullous diseases, and inflammatory conditions of skin, scalp and nails. MAPS, with its personalized and innovative methods and procedures, has gained the confidence of dermatology practices throughout the Mid-Atlantic Region for the past 19 years. "Both MAPS and Aurora Diagnostics believe strongly in the importance of referring physician relationships in pathology, making this an excellent fit, and we are very pleased to join the Aurora family of labs," said Dr. Eva L. Mikhail, founder and president of MAPS. "Our pathologists provide timely, accurate and personalized consultative services that help referring physicians develop effective treatment plans for their patients, which involves a great deal of trust and is highly valued," said Dr. Sonia Kheir, Director of Dermatopathology for MAPS. "Like MAPS, Aurora Diagnostics is recognized for the quality of the pathology services its 19 regional labs provide to their clients and for the close professional relationships its pathologists maintain with them," said Daniel D. Crowley, chief executive officer of Aurora Diagnostics. "MAPS is a respected regional organization that shares our commitment to quality and service, and we welcome their physicians and employees to the growing Aurora Diagnostics family. As the nation's leading operator of high quality regional pathology labs, we are a natural fit for regional labs that want a corporate home in this time of industry consolidation. Our strategy is to pursue synergistic and accretive transactions, and we believe there is a robust pipeline of such opportunities." About Aurora Diagnostics Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics Holdings, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $260 million in revenue for the 12 months ended June 30, 2013. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. Aurora Diagnostics reported a net loss of $73.01 million on $248.16 million of net revenue for the year ended Dec. 31, 2013, as compared with a net loss of $160.85 million on $277.88 million of net revenue for the year ended Dec. 31, 2012. The Company's balance sheet at March 31, 2014, showed $330.84 million in total assets, $389.78 million in total liabilities and $58.93 million members' deficit. * * * As reported by the Troubled Company Reporter on Sept. 27, 2013, Moody's Investors Service downgraded Aurora's Corporate Family Rating to Caa2 from B3 and Probability of Default Rating to Caa2- PD from B3-PD. Moody's also lowered the debt ratings of Aurora Diagnostics Holdings, LLC's and Aurora Diagnostics, LLC (collectively Aurora). Concurrently, Moody's downgraded Aurora's Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The outlook for the ratings remains negative. The downgrade of the ratings reflects Moody's expectation that the company will see continued difficulty in mitigating a significant decline in revenue and EBITDA. This stems from a reduction in Medicare reimbursement due to a decrease in rates and sequestration, continued challenging volume growth trends and threats of additional reimbursement reductions. This will negatively impact the company's credit metrics, constrain Aurora's ability to repay debt and pressure the company's liquidity position. Moody's also has concerns about the sustainability of the company's capital structure given its significant debt load and related interest burden. As reported by the TCR on Oct. 21, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Aurora to 'CCC+' from 'B-'. "We downgraded the company because we believe 2014 Medicare payment rates, signaled by recent proposals from the Centers for Medicare & Medicaid Services, are likely to be more onerous than we previously expected," said Standard & Poor's credit analyst Gail Hessol. "In addition, we doubt Aurora's ability to stem erosion of its competitive position and we expect limited benefits from Aurora's cost reduction efforts. Therefore, we expect its EBITDA and discretionary cash flow to decline significantly in 2014, compared with 2013." AUXILIUM PHARMACEUTICALS: FDA Grants Final Approval of Vogelxo -------------------------------------------------------------- Auxilium Pharmaceuticals, Inc., disclosed that the U.S. Food and Drug Administration granted final approval to Upsher-Smith Laboratories, Inc.'s testosterone gel product, VogelxoTM. As of June 4, 2014, the Company is not aware of any rating having been assigned by the FDA to USL's Vogelxo. USL has indicated in its public statements that it is now preparing to launch Vogelxo in the near future. 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. BERRY PLASTICS: Closes Secondary Offering of 10MM Common Shares --------------------------------------------------------------- Berry Plastics Group, Inc., completed a secondary offering of 10,000,000 shares of common stock by investment funds affiliated with or managed by Apollo Global Management, LLC. The Company did not receive any of the proceeds from the Offering. The Offering was made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-194030), filed with the U.S. Securities and Exchange Commission on Feb. 19, 2014, as amended on May 5, 2014, and related prospectus supplement dated June 2, 2014. In connection with the Offering, the Company entered into an Underwriting Agreement, dated June 2, 2014, by and among the Company, Apollo Investment Fund V, L.P., Apollo Investment Fund VI, L.P., Covalence Co-Investment Holdings LLC, Apollo V Covalence Holdings, L.P., AP Berry Holdings L.P., BPC Co-Investment Holdings LLC, and Goldman, Sachs & Co. as underwriter. A copy of the Underwriting Agreement is available for free at: http://is.gd/rNEZb9 About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. As of Dec. 28, 2013, the Company had $5.26 billion in total assets, $5.44 billion in total liabilities and a $183 million stockholders' deficit. * * * As reported by the TCR on Feb. 1, 2013, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to B2 from B3 and the probability of default rating to B2-PD from B3-PD. The upgrade of the corporate family rating to B2 from B3 reflects the improvement in pro-forma credit metrics and management's publicly stated goal to pursue a less aggressive, more balanced financial profile. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BION ENVIRONMENTAL: Technology Reviewed by USDA Panel ----------------------------------------------------- Bion Environmental Technologies, Inc.'s livestock waste treatment technology (at the Kreider Farms dairy) has been reviewed and qualified by US Department of Agriculture/Rural Development under their Technical Assessment review process. The USDA Technical Assessment program is the most rigorous of all renewable energy project grant/subsidy review programs overseen by USDA; it requires the inclusion of operating data, at scale, prior to qualification. The Technical Assessment must accompany applications for funds available for federal loan guarantee programs, such as the Biorefinery Assistance Program (7 CFR 4279.261) that provides loan guarantees up to $250 million for "the development and construction of commercial-scale biorefineries or for the retrofitting of existing facilities using eligible technology for the development of advanced biofuels." The USDA's technical review panel concluded in a letter issued to Bion that: - "[Bion's] technology fits within the stated goals of USDA programs designed to capture renewable energy and generate valuable nutrient by-products while reducing the environmental impact of livestock operations." - "Review of Bion's Kreider Farm Technical Assessment has familiarized the USDA and its Technical Review Panel with Bion's general waste treatment approach, potentially accelerating the review process for any future applications Bion submits." - "This project is deemed to be functional, verifiable, and sufficiently advanced to qualify for USDA programmatic funding. An official full application is encouraged by USDA." Ed Schafer, former U.S. Secretary of Agriculture and Bion's executive vice chairman, stated, "It is fitting that Bion achieved this important milestone in the same week that USDA announced a new $1.2 billion program under the Farm Bill to stimulate public- private partnerships in agriculture to help deal with one of the greatest water quality problems in the U.S. today: excess nutrients." New clean water strategies, such as Wisconsin's recently adopted Clean Waters Healthy Economy Act, are being developed at the federal and state levels to fund lower-cost nutrient solutions, such as agriculture projects, instead of traditional high-cost downstream infrastructure projects. Bion's unique technology platform can simultaneously produce renewable energy and other by- products AND provide large-scale low-cost reductions at one of the primary sources of nutrient pollution. Mr. Schafer added, "We are pleased that USDA has acknowledged the effectiveness of Bion's technology through its most rigorous assessment program. As new non-point source water treatment strategies are implemented and funded, we anticipate substantial project-specific funding needs. We look forward to working with USDA staff and their programs on those potential future projects." About Bion Environmental Bion Environmental Technologies Inc.'s patented and proprietary technology provides a comprehensive environmental solution to a significant source of pollution in US agriculture, large scale livestock facilities known as Confined Animal Feeding Operations. Bion's technology produces substantial reductions of nutrient releases (primarily nitrogen and phosphorus) to both water and air (including ammonia, which is subsequently re-deposited to the ground) from livestock waste streams based upon the Company's operations and research to date (and third party peer review). GHP HORWATH, P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has not generated significant revenue and has suffered recurring losses from operations. These factors raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at March 31, 2014, showed $6.92 million in total assets, $12 million in total liabilities, $22,900 of series B redeemable convertible preferred stock, and a $5.09 million total deficit. BLOOM TRANSPORTATION: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Bloom Transportation, LLC 14-12434 PO Box 271200 Oklahoma City, OK 73137 Bloom Properties, LLC 14-12435 PO Box 271200 Oklahoma City, OK 73137 Bloom Dakotas, LLC 14-12436 Bloom Electric Services, LLC 14-12437 Chapter 11 Petition Date: June 8, 2014 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Debtors' Counsel: O. Clifton Gooding, Esq. THE GOODING LAW FIRM, P.C. 650 City Place Building 204 N Robinson Avenue Oklahoma City, OK 73102 Tel: (405) 948-1978 Fax: 405.948.0864 Email: cgooding@goodingfirm.com Total Total Assets Liabilties --------- ---------- Bloom Transportation, LLC $1.33MM $874,273 Bloom Properties, LLC $4.19MM $191,586 The petitions were signed by Richard Bloom, president. The Debtors did not file a list of their largest unsecured creditors when they filed the petition. BMT-NW ACQUISITION: June 20 Bid Deadline for Steel Tank Equipment ----------------------------------------------------------------- Charles A. Stanziale, the bankruptcy trustee for BMT-NW Acquisition LLC, is selling inventory and equipment used to design and fabricate steel tanks. The minimum bid is $1,656,800. The overbid deadline is June 20 at 1:00 p.m. (prevailing E.T.). Sale is "as is, where is", subject to higher and better offers and bankruptcy court approval. Complete bidding information and documents may be obtained from: Jeff Testa jtesta@mccarter.com Tel: 973-639-7939 - or - Linda Restivo lrestivo@mccarter.com 973-848-8618 BMT-NW Acquisition, LLC, based in Elma, Wash., filed for Chapter 7 bankruptcy (Bankr. D. Del. Case No. 14-10302), on Feb. 14, 2014, listing $1 million to $10 million in both assets and liabilities. Judge Peter J. Walsh presides over the case. The Debtor is represented by: Don A. Beskrone, Esq. ASHBY & GEDDES 500 Delaware Avenue 8th Floor, P.O. Box 1150 Wilmington, DE 19899 Tel: 302-654-1888 Fax: 302-654-2067 E-mail: dbeskrone@ashby-geddes.com BROOKSTONE HOLDINGS: Chinese Joint Venture to Buy Assets -------------------------------------------------------- Brookstone Holdings Corp., et al., notified the U.S. Bankruptcy Court for the District of Delaware that at the conclusion of the auction held on June 2, they selected Sailing Innovation (US) Inc. as the winning bidder who submitted the winning bid for the right to acquire the shares of the reorganized Debtors and serve as Plan Sponsor. A full-text copy of the Stock Purchase Agreement among Sailing Innovation and the Debtors, dated June 5, 2014, is available at http://bankrupt.com/misc/BHspa0605.pdf According to Law360, two Chinese companies -- Sailing Capital and conglomerate Sanpower -- teamed up to outbid Spencer Spirit Holdings Inc.'s stalking horse offer for the Debtors, saying they would pay more than $173 million for the company. Brookstone said in a company statement that Sailing offered a final purchase price of $137.5 million, net of cash and assumed liabilities. Spencer previously offered $146 million for the Debtors, Law360 said. The Debtors are required to pay a break-up fee in an amount equal to $3.7 million and reimburse expenses in an amount equal to the actual and documented out-of-pocket expenses of the stalking horse purchaser up to a maximum amount of $500,000. On June 5, a notice of appearance was filed on behalf of Sailing Innovation by: Jeremy W. Ryan, Esq. R. Stephen McNeill, Esq. POTTER ANDERSON & CORROON LLP 1313 North Market Street P.O. Box 950 Wilmington, Delaware 19899-0951 Tel: (302) 984-6000 Fax: (302) 658-1192 Email: jryan@potteranderson.com mcneill@potteranderson.com -- and -- Matthew J. Williams, Esq. Rashida K. La Lande, Esq. Shira D. Weiner, Esq. GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, New York 10166-1093 Tel: (212) 351-4000 Fax: (212) 351-4035 Email: mjwilliams@gibsondunn.com rlalande@gibsondunn.com sweiner@gibsondunn.com About Brookstone Holdings Brookstone Holdings Corp. and its affiliated debtors on April 3, 2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case No. 14-10752) with a plan to sell its business to another retailer. Specialty retailer Brookstone operated 242 retail stores across 40 states and Puerto Rico as of Feb. 1, 2014. Of those stores, 195 are generally located near "center court" in America's top retail centers and 47 are located in airports. Brookstone also operates an e-commerce business that includes the Brookstone catalog and http://www.Brookstone.com/ An affiliate of Spencer Spirit Holdings Inc., the parent of gift- shop chain Spencer's, has signed a deal to pay $147 million in exchange for 100% of the reorganized debtor's equity, absent higher and better offers from other parties. As of Dec. 31, 2013, Spencer operated 644 stores in 49 states and Canada. As of the bankruptcy filing, the Debtors owe more than $50 million on a senior secured prepetition credit facility ($34.1 million on a revolver, $12.3 million on a term loan and $4.7 million on account of letters of credit), and $137.3 million to holders of junior notes. The Debtors estimate that their unsecured debt is between $75 million and $85 million. The agreement with Spencer contemplates that Brookstone, headquartered in New Hampshire, will continue to operate its mall and airport stores, catalog, website, and wholesale channels, under the Brookstone brand with current employees remaining at their respective locations. The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP as attorneys, Deloitte Financial Advisory Services LLP as their financial advisors, Jefferies LLC as their investment banker, and Kurtzman Carson Consultants as claims agent. The DIP lenders are represented by Stroock & Stroock & Lavan LLP and Young Conaway Stargatt & Taylor LLP. BROWNIE'S MARINE: Technical Manager Reports 17% Equity Stake ------------------------------------------------------------ In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Alexander Purdon disclosed that as of May 28, 2014, he beneficially owned 2,384,590 shares of common stock of Brownie's Marine Group, Inc., representing 17.05 percent based upon 13,986,924 shares of the Company's Common Stock outstanding as of that date. Mr. Purdon serves as technical manager of the Company. A full-text copy of the regulatory filing is available for free at http://is.gd/ncTrnG About Brownie's Marine Brownie's Marine Group, Inc., does business through its wholly owned subsidiary, Trebor Industries, Inc., d/b/a Brownie's Third Lung, a Florida corporation. The Company designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, and scuba and water safety products. BWMG sells its products both on a wholesale and retail basis, and does so from its headquarters and manufacturing facility in Fort Lauderdale, Florida. The Company's common stock is quoted on the OTC BB under the symbol "BWMG". The Company's Web site is http://www.browniesmarinegroup.com/ Brownie's Marine reported a net loss of $788,286 in 2013, as compared with a net loss of $2.01 million in 2012. As of March 31, 2014, the Company had $1.11 million in total assets, $1.72 million in total liabilities and a $613,098 of total stockholders' deficit. Liquidity and Capital Resources As of March 31, 2014, the Company had cash and current assets (primarily consisting of inventory) of $1,012,251 and current liabilities of $1,725,977, or a current ratio of .59 to 1. This represents a working capital deficit of $713,726. As of December 31, 2013, the Company had cash and current assets of $1,057,967 and current liabilities of $1,760,058, or a current ratio of .60 to 1. As of December 31, 2012, the Company had cash and current assets of $894,573 and current liabilities of $1,770,503, or a current ratio of .51 to 1. The consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred losses since 2009, and expects to have losses through 2014. The Company has had a working capital deficit since 2009. The Company is behind on payments due for payroll taxes and withholding, matured convertible debentures, related party notes payable, accrued liabilities and interest-related parties, and certain vendor payables. The Company is handling delinquencies on a case by case basis. However, there can be no assurance that cooperation the Company has received thus far will continue. The Company closed and ceased operations at its retail facility. The Company is still involved in the joint venture. As a result, the Company does not expect that existing cash flow will be sufficient to fund presently anticipated operations beyond the second quarter of 2043. This raises substantial doubt about BWMG's ability to continue as a going concern. The Company will need to raise additional funds and is currently exploring alternative sources of financing. "We have issued a number of convertible debentures as an interim measure to finance our working capital needs. We have historically paid for many legal and consulting services with restricted stock to maximize working capital. We intend to continue this practice in the future when possible. We have implemented some cost saving measures and will continue to explore more to reduce operating expenses. "If we fail to raise additional funds when needed, or do not have sufficient cash flows from sales, we may be required to scale back or cease operations, liquidate our assets and possibly seek bankruptcy protection," the Company said in the Quarterly Report for the period ended March 31, 2014. BUCCANEER RESOURCES: Section 341(a) Meeting Set on July 1 --------------------------------------------------------- A meeting of creditors in the bankruptcy case of Buccaneer Resources, LLC, will be held on July 1, 2014, 10:00 a.m. at Houston, 515 Rusk Suite 3401. The deadline for the filing of proofs of claim against Buccaneer will be on Sept. 29, 2014, for the general claims and Nov. 27, 2014 for the governmental units. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Buccaneer Energy Buccaneer Resources, LLC, and eight affiliates, including Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May 31, 2014. Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "BCC". Although BCC is an Australian listed entity, the company operates exclusively through its eight U.S. subsidiary debtors, each of which are headquartered in the U.S. and which maintain offices in Houston and Dallas, Texas, and Kenai and Anchorage, Alaska. The Debtors' primary business is the exploration for and production of oil and natural gas in North America. Operations have historically focused on both onshore and offshore opportunities in the Cook Inlet of Alaska as well as the development of offshore projects in the Gulf of Mexico and onshore oil opportunities in Texas and Louisiana. CEO Curtis Burton was terminated in May 2014. Manning the Debtors' operations is Conway MacKenzie senior managing director John T. Young, who was appointed chief restructuring officer in March 2014. The bankruptcy cases are assigned to Judge David R Jones. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Debtors have tapped Robert Andrew Black, Esq., Jason Lee Boland, Esq., Robert Bernard Bruner, and William R Greendyke, Esq., at Fulbright Jaworski LLP as counsel. Epiq Systems is the claims and notice agent. BUDD COMPANY: Conway Mackenzie's Charles Moore Approved as CRO -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois approved an agreement between The Budd Company, Inc., and Conway Mackenzie Management Services, LLC, to provide the services of Charles M. Moore as chief restructuring officer, and other support personnel. As reported in the Troubled Company Reporter on April 4, 2014, Conway is an advisory services firm with extensive experience in chapter 11 cases and assisting clients in negotiations with lenders, debt holders, creditors, chapter 11 committees and other constituencies. Conway's and Mr. Moore's prepetition service to the Debtor has given it and him extensive knowledge of the Debtor's assets and liabilities. Mr. Moore has become intimately familiar with the complex issues that will have to be addressed in the Debtor's Chapter 11 case. The Debtor has agreed to pay CMS and Mr. Moore during the Chapter 11 case as follows: a. The Debtor will pay CMS for the services of the CRO and other temporary staff on an hourly basis at these rates: Hourly Rate ----------- Charles M. Moore $625 Frank J. Sesi $340 Danielle M. Iafrate $330 Michael J. Wills $330 Administrative $130 The Debtor also will pay CMS a weekly administrative fee in the amount of 3% of its hourly fees. b. CMS also will be entitled to reimbursement of out-of-pocket expenses incurred in connection with this engagement. c. The Debtor will indemnify CMS as set forth in the Agreement. The Debtor does not believe that Conway is a "professional" whose retention is subject to approval under Section 327 of the Bankruptcy Code. About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in liabilities as of the Chapter 11 filing. The Hon. Jack B. Schmetterer oversees the case. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. The U.S. Trustee appointed five individuals to serve on the Committee of Executive & Administrative Retirees. The Segal Company (Eastern States), Inc. serves as the Committee's actuarial consultant. CATASYS INC: David Smith Holds 32.8% Equity Stake ------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, David E. Smith and his affiliates disclosed that as of May 27, 2014, they beneficially owned 9,168,479 shares of common stock of Catasys, Inc., representing 32.8 percent of the shares outstanding. The reporting persons previously owned 8,478,823 common shares at Oct. 15, 2013. A copy of the regulatory filing is available at http://is.gd/tZ4Zky About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. Catasys reported a net loss of $4.67 million on $866,000 of total revenues for the 12 months ended Dec. 31, 2013, as compared with a net loss of $11.64 million on $541,000 of total revenues during the prior year. As of March 31, 2014, the Company had $2.09 million in total assets, $17.98 million in total liabilities and a $15.89 million total stockholders' deficit. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "[W]e currently expend cash at a rate of approximately $500,000 per month, excluding non-current accrued liability payments. We also anticipate cash inflow to increase during 2014 as we continue to service our executed contracts. We expect our current cash resources to cover expenses into June 2014; however delays in cash collections, revenue, or unforeseen expenditures could impact this estimate. We are in need of additional capital and while we are currently in discussions with our existing stockholders regarding additional financing there is no assurance that additional capital can be raised in an amount which is sufficient for us or on terms favorable to us and our stockholders, if at all. If we do not obtain additional capital, there is a significant doubt as to whether we can continue to operate as a going concern and we will need to curtail or cease operations or seek bankruptcy relief. If we discontinue operations, we may not have sufficient funds to pay any amounts to stockholders," the Company said in the 2013 Annual Report. CAESARS ENTERTAINMENT: Unit Extends Tender Offer Expiration ----------------------------------------------------------- Caesars Entertainment Corporation's subsidiary, Caesars Entertainment Operating Company, Inc., has amended its previously announced cash tender offers to purchase any and all of the outstanding $791,767,000 aggregate principal amount of its 5.625% Senior Notes due 2015 and any and all of the outstanding $214,800,000 aggregate principal amount of its 10.00 percent Second-Priority Senior Secured Notes due 2015. The Issuer is extending the previously announced early tender time, which was initially 5:00 p.m., New York City time, on May 19, 2013, and subsequently extended to midnight, New York City time, at the end of June 3, 2014, to 5:00 p.m., New York City time, on June 16, 2014. The Issuer is also extending the previously announced expiration time of midnight, New York City time, at the end of June 3, 2014, to 5:00 p.m., New York City time, on June 16, 2014. All other terms of the tender offers remain unchanged. Accordingly, holders of Notes who validly tender their Notes before the Expiration Time will be eligible to receive the previously announced total consideration of $1,048.75 for each $1,000 principal amount of the 5.625% Notes and $1,022.50 for each $1,000 principal amount of the 10.00% Notes. The previously announced withdrawal deadline of 5:00 p.m., New York City time, on May 19, 2014, has passed. As a result, holders who have previously tendered Notes and those holders who tender Notes at or before the Expiration Time may not withdraw those Notes. The tender offers are subject to conditions including the Financing Condition described in the Offer Documents. If any of the conditions are not satisfied, the Issuer may terminate the tender offers and return tendered Notes. The Issuer has the right to waive any of the above-mentioned conditions with respect to the tender offers for the Notes and to consummate the tender offers. In addition, the Issuer has the right, in its sole discretion, to terminate any of the tender offers at any time, subject to applicable law. Citigroup Global Markets Inc. is acting as Dealer Manager for the tender offers for the Notes. Questions regarding the tender offers may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Global Bondholder Services Corporation is acting as the Information Agent for the tender offers. Requests for the Offer Documents may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 470-4500 (for all others). 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 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. CHESAPEAKE OILFIELD: S&P Affirms 'BB-' Rating & Removes From Watch ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'BB-' issue-level rating on Oklahoma City-based Chesapeake Oilfield Operating LLC's senior unsecured notes due 2019, and revised the recovery rating to '3' from '4'. S&P removed the issue-level rating from CreditWatch, where it placed it with negative implications May 23, 2014. At the same time, S&P assigned its 'BB+' issue-level rating to Chesapeake Oilfield's proposed $400 million seven-year senior secured term loan with a recovery rating of '1', indicating S&P's expectation of very high (90% to 100%) recovery to creditors in the event of a payment default. "We assume any additional debt incurred in conjunction with the spin-off will be subordinated to the existing unsecured notes," said Standard & Poor's credit analyst Carin Dehne-Kiley. S&P's 'BB-' rating on Chesapeake Oilfield reflects its assessment of the company's business risk profile as "fair" and financial risk profile as "aggressive". S&P views Chesapeake Oilfield's financial risk profile as "aggressive." The rating outlook on Chesapeake Oilfield is stable, reflecting S&P's view that Chesapeake Energy will remain the primary customer of Chesapeake Oilfield until such time as Chesapeake Oilfield builds up its third-party customer base, and that Chesapeake Oilfield will maintain FFO to debt in the 20% to 30% range. S&P could downgrade Chesapeake Oilfield if it expects FFO to debt would fall below 20% for a sustained period, which would most likely occur if the company is unable to recontract its rigs and frac crews within a reasonable period. S&P would consider an upgrade if Chesapeake Oilfield is successful in significantly diversifying its customer base, and if S&P came to expect FFO to debt would exceed 45% for a sustained period. S&P don't currently view this as feasible within the one-year timeframe addressed by the outlook. CLAIRE'S STORES: S&P Revises Outlook to Neg. & Affirms 'B-' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Claire's Stores Inc. to negative from stable. At the same time, S&P affirmed its B- corporate credit rating on the company, and its issue-level ratings on the company's debt instruments. "Our rating action reflects our expectation that the company's performance will remain challenged at least through the first half of 2014, reflecting weak consumer confidence and declining mall traffic," said Standard & Poor's credit analyst Mariola Borysiak. "We think this will lead to ongoing use of the bank facility to fund cash use." Claire's has a substantially leveraged capital structure with very thin cash flow protection measures. "Profitability erosion over the past two quarters drove deterioration of the company's credit profile and required a loosening of the bank covenants and drawings under the facility," said Ms. Borysiak. Claire's participates in the competitive, fragmented, and cyclical fashion accessory industry. Claire's faces competition from many different channels, including other jewelry and fashion accessory specialty retailers, apparel retailers with comparable offerings, department stores, and mass merchandisers. Performance continued to erode during the first quarter of 2014, following sharply negative results during the company's seasonally-important fourth quarter. CLEAR CHANNEL: Assumes Obligations Under 10% Senior Notes --------------------------------------------------------- Clear Channel Communications, Inc., has assumed the obligations of CCU Escrow Corporation (the "Escrow Issuer") under the 10.0% senior notes due 2018 issued by the Escrow Issuer on May 1, 2014, in a principal amount of $850 million and under the indenture governing the Notes. On May 1, 2014, upon the closing of the offering of the Notes, the Escrow Issuer, which was created solely to issue the Notes, deposited the gross proceeds of the offering into a segregated escrow account. The proceeds of the offering were to be released from escrow upon the satisfaction of certain escrow release conditions, including the substantially concurrent (1) redemption of $567.1 million aggregate principal amount of CCU's 5.5% senior notes due 2014 (including 2014 legacy notes held by a subsidiary of CCU) and $241 million aggregate principal amount of CCU's 4.9% senior notes due 2015 and (2) the assumption of the Escrow Issuer's obligations under the Notes by CCU. On June 6, 2014, substantially concurrently with, and as part of, the satisfaction of the escrow release conditions, the Escrow Issuer merged with and into CCU, with CCU continuing as the surviving corporation, and CCU entered into a supplemental indenture with the trustee under the Notes to effectuate the Assumption. Upon the effectiveness of the Assumption, the escrowed funds were released and used to redeem the 2014 legacy notes and the 2015 legacy notes by paying a make-whole price equal to approximately 101.4316% of the principal amount of the 2014 legacy notes and approximately 104.2256% of the principal amount of the 2015 legacy notes, to pay accrued and unpaid interest to, but not including, the date of redemption, and to pay the fees and expenses related to the offering of the Notes and the redemption of the 2014 legacy notes and the 2015 legacy notes. Following the Assumption, the Notes are the senior unsecured obligations of CCU and are not guaranteed by any of CCU's parent companies or any of its subsidiaries. On June 6, 2014, to satisfy the escrow release conditions set forth in the Escrow Agreement, the Company redeemed $567.1 million aggregate principal amount of the 2014 Legacy Notes and $241 million aggregate principal amount of the 2015 Legacy Notes by paying a make-whole price equal to approximately 101.4316% of the principal amount of the 2014 Legacy Notes being redeemed and approximately 104.2256% of the principal amount of the 2015 Legacy Notes being redeemed, plus accrued and unpaid interest from the last interest payment date to, but excluding, June 6, 2014. Additional information is available for free at: http://is.gd/Ea5ad6 About Clear Channel Communications San Antonio, Texas-based Clear Channel Communications, Inc., an indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is one of the leading global media and entertainment companies specializing in radio, digital, outdoor, mobile, live events, and on-demand entertainment and information services for local communities and providing premier opportunities for advertisers. CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a global media and entertainment company. Its businesses include radio and outdoor displays. Clear Channel reported a net loss attributable to the Company of $606.88 million in 2013, a net loss attributable to the Company of $424.47 million in 2012 and a net loss attributable to the Company of $302.09 million in 2011. As of Dec. 31, 2013, the Company had $15.09 billion in total assets, $23.79 billion in total liabilities and a $8.69 billion total shareholders' deficit. Bankruptcy Warning "If our and our subsidiaries' cash flows from operations, refinancing sources and other liquidity-generating transactions are insufficient to fund our respective debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, or seek additional capital. We may not be able to take any of these actions, and these actions may not be successful or permit us or our subsidiaries to meet the scheduled debt service obligations. Furthermore, these actions may not be permitted under the terms of existing or future debt agreements." "The ability to refinance the debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of the debt could be at higher interest rates and increase debt service obligations and may require us and our subsidiaries to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us or our subsidiaries to meet scheduled debt service obligations. If we or our subsidiaries cannot make scheduled payments on indebtedness, we or our subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result we could be forced into bankruptcy or liquidation," the Company said in its annual report for the year ended Dec. 31, 2013. * * * In May 2013, Moody's Investors Service said that Clear Channel's upsize of the term loan D to $4 billion from $1.5 billion will not impact the Caa1 facility rating assigned. Clear Channel's Corporate Family Rating is unchanged at Caa2. The outlook remains stable. In May, Standard & Poor's Ratings Services also announced that its issue-level rating on San Antonio, Texas-based Clear Channel's senior secured term loan remains unchanged at 'CCC+' following the company's upsize of the loan to $4 billion from $1.5 billion. The rating on parent company CC Media Holdings remains at 'CCC+' with a negative outlook, which reflects the risks surrounding the long- term viability of the company's capital structure. COATES INTERNATIONAL: CEO Converts $369,726 Notes to Equity ----------------------------------------------------------- George J. Coates, president, chief executive officer and majority shareholder, converted $369,726 principal amount of 17 percent promissory notes, due from the Company to Mr. Coates, into unregistered, restricted shares of common stock of the Company at the closing price per share of $0.029 on May 30, 2014. Accrued interest on these notes was not converted and compound interest on this accrued interest will continue to accrue. These promissory notes arose from cash lent to the Company for working capital purposes from Mr. Coates' personal funds. Accordingly, the Company issued 12,749,162 shares of its common stock to Mr. Coates. This transaction improves the Company's balance sheet by reducing current liabilities by $369,726 and reducing the amount of the stockholders' deficiency by the same amount. In addition, annual interest expense will be reduced by almost $63,000. Mr. Coates stated: "I agreed to convert these promissory notes because I wanted to express my continued confidence in the Company and also felt that the recent trading price range of our stock made this an attractive opportunity." In addition, the Company established the 2014 Stock Option and Incentive Plan, which was adopted by the Board of Directors on May 30, 2014, subject to stockholder approval. The Stock Plan replaces the prior 2006 Stock Option and Incentive Plan, as all authorized shares of common stock under that plan have been granted. The Stock Plan contains the same provisions as the 2006 Plan. The board of directors views the Stock Plan as an important asset to incentivize and retain the Company's key employees. The Stock Plan provides for the grant of stock-based awards to employees, officers and directors of, and consultants or advisors to, the Company and its subsidiaries. Stock options and other stock-based awards may be granted under the Stock Plan. Incentive stock options may be granted only to employees of the Company. A total of 50,000,000 shares of Common Stock may be issued upon the exercise of options or other awards granted under the Stock Plan. The maximum number of shares of Common Stock with respect to which awards may be granted to any employee in a calendar year under the Stock Plan will not exceed 12,500,000. The Stock Plan is administered by the Board of Directors and the Compensation Committee. Additional information is available for free at: http://is.gd/SAtZTe About Coates International Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on August 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. Coates International reported a net loss of $2.75 million on $19,200 of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.53 million on $19,200 of total revenues for the year ended Dec. 31, 2012.] As of March 31, 2014, the Company had $2.36 million in total assets, $5.48 million in total liabilities and a $3.11 million total stockholders' deficiency. Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. COLDWATER CREEK: Landlords Balk At Lease Sale Timeline ------------------------------------------------------ Law360 reported that Casto-Oakbridge Venture Ltd., CLP-SPF Rockwood Commons LLC and Winter Park Town Center -- a few of Coldwater Creek Inc.'s landlords -- told a Delaware bankruptcy court that the clothing retailer's proposed timeline to sell store leases does not give the landlords enough time to properly review the lease bidders. According to the report, under Coldwater Creek's proposed timeline, the materials will not be sent out until June 27, meaning the landlords will not receive them until at least June 30, the landlords said. This gives them only three days over the Fourth of July holiday week, a preferred vacation time, to file an objection by the July 3 deadline, the report related. Coldwater Creek requests the auction be held on July 8, with the sale hearing held on July 10, the report added. About Coldwater Creek Coldwater Creek is a multi-channel retailer that offers its merchandise through retail stores across the country, its catalog and its e-commerce Web site, http://www.coldwatercreek.com/ Originally founded in Sandpoint, Idaho in 1984 as a direct, catalog-based marketer, Coldwater evolved into a multi-channel specialty retailer operating 334 premium retail stores, 31 factory outlet stores and seven day spa locations throughout the United States. As of the bankruptcy filing, the Debtors domestically employ a total of approximately 5,990 employees throughout their retail locations, corporate headquarters and distribution, design and call centers. Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on April 11, 2014, to liquidate their assets. Coldwater Creek Inc. estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Affiliate Coldwater Creek U.S. Inc. estimated $100 million to $500 million in assets and liabilities. The Debtors have drawn $37.5 million and have approximately $10 million in letters of credit outstanding under a senior secured credit facility (ABL facility) provided by lenders led by Wells Fargo Bank, National Association, as agent. The Debtors also owe $96 million, which includes accrued interest and approximately $23 million representing a prepayment premium payable, under a term loan from lenders led by CC Holding Agency Corporation, as agent. Aside from the funded debt, the Debtors have accumulated a significant amount of accrued and unpaid trade and other unsecured debt in the normal course of their business. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP as financial advisor, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as claims and noticing agent. CONTOURGLOBAL POWER: S&P Assigns 'BB-' Rating to $400MM Sr. Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' rating to ContourGlobal Power Holdings S.A.'s (CGPH) $400 million senior secured notes due 2019. S&P also assigned the notes a recovery rating of '2', indicating its expectation of substantial (70% to 90%) recovery in the event of a payment default. The corporate credit rating on CGPH's parent, ContourGlobal L.P. (CG; a developer of electric power generation and co-generation assets), is affirmed at 'B+'. Finally, Standard & Poor's assigned its 'B+' corporate credit rating to CGPH, a 100% owned subsidiary of CG that benefits from a guarantee from both CG and its project-owning subsidiaries. The outlook on all ratings is stable. "The ratings reflect our view of the portfolio's significant concentration risk as well as its projects' locations, many of which are in areas with political uncertainty," said Standard & Poor's credit analyst Ben Macdonald. "The ratings are also impacted by the portfolio's reliance on substantial distributions from jurisdictions with considerable regulatory and operating uncertainties," Mr. Macdonald added. CG is a project developer and operator of electric power and district heating businesses with assets in Europe, North America, South America, the Caribbean, and Africa. The company is headquartered in New York. The company currently has: -- 23 power projects in eight countries in Europe totaling 2,296 megawatts (MW) of generation capacity, -- 12 power projects in Latin America and the Caribbean totaling 1,157 MW of generation capacity, and -- Six power projects in four countries in Africa with total generation capacity of 203 MW. The total capacity is 3.7 gigawatts (GW; 3,656 MW total). However, some of the projects are only partially owned by CG, so the net portfolio size of its ownership portions is 2.7 GW. Of these projects, five are currently under construction and another is expected to begin a major capital works to replace the existing power plant. These projects have a combined capacity of 573 MW, of which CG owns 329 MW. The company also maintains an active development pipeline and has added more than 900 MW of new projects. S&P expects the company will continue its development efforts, with diversification improving across geographies, fuel sources, and technologies. D'IMPERIO'S RESTAURANT: Selling Restaurant Equipment for $145,000 ----------------------------------------------------------------- D'Imperio's Restaurant is seeking permission from the U.S. Bankruptcy Court for the Western District of Pennsylvania to sell restaurant equipment and a liquor license -- kitchen equipment and the P.O.S. system $50,000.00; office equipment $5,000.00; food and alcohol $13,000.00; liquor license $75,000.00 -- to Medcano, Inc., c/o Elmer Cano, 11 Churchill Road, Pittsburgh, PA 15235 for $145,000. An Order has been issued setting deadlines for objections to the sale of property and for the date of the hearing on the sale. On or before June 24, 2014, any objections must be filed with the U.S. Bankruptcy Court, 5414 U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA 15219, with a copy served on all interested parties. A hearing is scheduled for June 26, 2014, at 10:00 a.m., before Judge L. Taddonio in Court Room A, 54th Floor, U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA 15219, at which time higher/better offers will be considered and objections to the sale will be heard. Arrangements for inspection prior to the sale hearing may be made with the Debtor's counsel: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 428 Forbes Ave., Ste. 900 Pittsburgh, PA 15219 Tel: (412) 232-0930 Fax: (412) 232-3858 E-mail: dcalaiaro@c-vlaw.com D'Imperio's Restaurant filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 13-24360) on Oct. 15, 2013, listing under $1 million in both assets and debts. A copy of the petition is available at http://bankrupt.com/misc/pawb13-24360.pdf DEMCO INC: Files Amended Schedules of Assets and Liabilities ------------------------------------------------------------ DEMCO, Inc., filed with the U.S. Bankruptcy Court for the Western District of New York amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $4 B. Personal Property $13,766,443 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $18,156,494 E. Creditors Holding Unsecured Priority Claims $683,081 F. Creditors Holding Unsecured Non-Priority Claims $18,399,322 ----------- ----------- Total $13,766,447 $37,238,897 A copy of the schedules is available for free at: http://bankrupt.com/misc/DEMCOINC_565_amendedsal.pdf About Demco Inc. Demco, Inc., aka Decommissioning & Environmental Management Company, is a specialty trade contractor based in West Seneca, New York, which provides demolition services, nuclear work, environmental clean-up, disaster response and a variety of other services throughout the United States and, on a project-by-project basis, internationally. Some of Demco's better known demolition projects in the past have included the Rocky Flats Nuclear Power Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial Auditorium, and the Sunflower Army Ammunition Plant. Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 12-12465) on Aug. 6, 2012. Bankruptcy Judge Michael J. Kaplan presides over the case. Daniel F. Brown, Esq., at Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the Debtor in its restructuring effort. Freed Maxick CPAs, P.C. serves as its accountants, and Horizons Consulting, LLC, serves as its tax consultants. The petition was signed by Michael J. Morin, controller. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three creditors to serve on the Official Committee of Unsecured Creditors. The Committee retained Amigone, Sanchez & Mattrey, LLP as its counsel. First Niagara Bank, the cash collateral lender, is represented by William F. Savino, Esq., at Damon Morey. DIOCESE OF HELENA: Adequate Protection Stipulation Approved ----------------------------------------------------------- Bankruptcy Judge Terry L. Myers, in an amended order, approved the stipulation for adequate protection entered between Roman Catholic Bishop of Helena, Montana, and creditor First Interstate Bank. As amended, and the Debtor is ordered to: 1. pay adequate protection to First Interstate the amount of $20,636 per month commencing March 1, 2014, on the Debtor's loan No. xxx4828; 2. the Debtor may withdraw the stipulation at any time after 90 days by filing a 10-day notice of termination of stipulation for adequate protection and serving the notice on First Interstate Bank. The Court also ordered that the adequate protection payments are not administrative expenses. As reported in the Troubled Company Reporter on April 30, 2014, Judge Myers approved a stipulation between the Debtor and First Interstate Bank whereby the parties agree that the Debtor will pay adequate protection to the Bank in the amount of $20,636 per month commencing on March 1, 2014, and each month thereafter until further Court order or payment in full of the Debtor's loan to the Bank. Shortly after the Court entered the order dated April 9, 2014, the parties sought an amendment of the stipulation order in accordance with some feedback they got from the Official Committee of Unsecured Creditors. In lieu of filing an objection to the Adequate Protection Stipulation, counsel to the Creditors Committee requested that certain terms be included in the Order, namely that: (a) The Debtor may withdraw the stipulation at any time after 90 days by filing a 10-day notice of termination of stipulation for adequate protection and serving the notice on First Interstate Bank; and (b) The adequate protection payments to the Bank do not receive administrative expense status. John H. Grant, Esq., at Jackson, Murdo & Grant, P.C., serves as attorneys to First Interstate Bank. Bruce A. Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serves as attorney to the Debtor. About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson & Waterman PLLP has been tapped as special counsel to provide legal advice relating to sexual abuse claims. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. The Roman Catholic Bishop of Helena filed its schedules of assets and liabilities, which show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also showed that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. The U.S. Trustee for Region 18 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee has retained Pachulski Stang Ziehl & Jones LLP as counsel. The Court installed Michael R. Hogan as the legal representative for these sex abuse victims: (a) are under 18 years of age before the Claims Bar Date; (b) neither discovered nor reasonably should have discovered before the Claims Bar Date that his or her injury was caused by an act of childhood abuse; or (c) have a claim that was barred by the applicable statute of limitations as of the Claims Bar Date but is no longer barred by the applicable statute of limitations for any reason, including for example the passage of legislation that revives such claims. DIOCESE OF HELENA: Court Denies Ursuline's Bid for Stay Relief -------------------------------------------------------------- The Bankruptcy Court denied Ursuline Western Province's motion for relief from the automatic stay in the Chapter 11 case of Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (Diocese of Helena). On May 13, the Debtor, in a second memorandum, objected to Ursuline's motion for stay relief, stating that: 1. the Ursulines do not have a contribution claim under Montana Law; and 2. no cause exists to lift the stay and the Debtor will be severely prejudiced if the Court lifts the stay. The Debtor also noted that the motion for stay relief is seeking to circumvent an order of the Court by resuming litigation that is stayed between the Debtor and State Court plaintiffs, which is subject to a tentative settlement that could be jeopardized if the stay relief is not denied. As reported in the Troubled Company Reporter on May 13, 2014, Ursuline filed papers in support of its motion for relief to pursue litigation against the Debtor, stating that the Ursulines established good cause why they should be granted relief from the automatic stay. According to the Ursuline, the Debtor has not carried its burden of proof under Section 362(g) of the Bankruptcy Code. Rather, the Debtor filed a pleading akin to a motion to dismiss, demanding the Court to analyze state law to evaluate the merits of the Ursulines' potential claim against the Debtor. About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson & Waterman PLLP has been tapped as special counsel to provide legal advice relating to sexual abuse claims. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. The Roman Catholic Bishop of Helena filed its schedules of assets and liabilities, which show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also showed that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. The U.S. Trustee for Region 18 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee has retained Pachulski Stang Ziehl & Jones LLP as counsel. The Court installed Michael R. Hogan as the legal representative for these sex abuse victims: (a) are under 18 years of age before the Claims Bar Date; (b) neither discovered nor reasonably should have discovered before the Claims Bar Date that his or her injury was caused by an act of childhood abuse; or (c) have a claim that was barred by the applicable statute of limitations as of the Claims Bar Date but is no longer barred by the applicable statute of limitations for any reason, including for example the passage of legislation that revives such claims. DOLPHIN DIGITAL: BDO USA Replaces Crowe Horwath as Accountants -------------------------------------------------------------- Dolphin Digital Media, Inc., advised Crowe Horwath, LLP, that the Company's Board of Directors were dismissing Crowe as the Company's independent registered public accounting firm. Except as noted in the following paragraph, the reports of Crowe on the Company's financial statements for the years ended Dec. 31, 2011, and 2012 did not contain an adverse opinion or disclaimer of opinion, and those reports were not qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of Crowe on the Company's consolidated financial statements as of and for the years ended Dec. 31, 2011, and 2012 contained an explanatory paragraph which noted that there was substantial doubt as to the Company's ability to continue as a going concern due to a deficit in working capital and incurring significant losses. During the years ended Dec. 31, 2011, and 2012 and through May 29, 2014, there were no disagreements with Crowe on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Crowe's satisfaction, would have caused them to make reference thereto in their reports on the Company's financial statements for such periods; or "reportable events", as defined in Item 304(a)(1)(v) of Regulation S-K. However, Crowe identified material weaknesses in the Company's financial reporting process due to design deficiencies related to the entry level control environment, including risk assessment, information and communication and monitoring controls. Crowe also observed material weakness in internal controls in that they observed inadequate documented review and approval of certain aspects of the accounting process. On May 30, 2014, the Company engaged BDO USA, LLP, as its independent registered public accounting firm for the Company's fiscal year ended Dec. 31, 2013. The decision to engage BDO as the Company's independent registered public accounting firm was approved by the Company's Board of Directors. During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with BDO regarding either: 1. the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that BDO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or 2. any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K). "We have read Dolphin Digital Media, Inc.'s statements included under Item 4.01 of its Form 8-K dated June 3, 2014 and we agree with such statements, except that we are not in a position to agree or disagree with the information included under the heading "New independent registered public accounting firm," Crowe Horwath LLP, stated in a letter addressed to the U.S. Securities and Exchange Commission. About Dolphin Digital Coral Gables, Florida-based Dolphin Digital Media, Inc., is dedicated to the twin causes of online safety for children and high quality digital entertainment. By creating and managing child-friendly social networking websites utilizing state-of the- art fingerprint identification technology, Dolphin Digital Media, Inc. has taken an industry-leading position with respect to internet safety, as well as digital entertainment. In their report on the consolidated financial statements for the year ended Dec. 31, 2012, Crowe Horwath LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has incurred net losses, negative cash flows from operations and does not have sufficient working capital. The Company reported a net loss of $3.39 million on $3.86 million of revenues in 2012, compared with a net loss of $1.23 million on $472,824 of revenues in 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.57 million in total assets, $6.01 million in total liabilities and a stockholders' deficit of $4.45 million. E*TRADE FINANCIAL: Moody's Hikes Senior Debt Rating to 'B1' ----------------------------------------------------------- Moody's Investors Service upgraded E*TRADE Financial Corporation's senior debt rating to B1 from B2. E*TRADE Bank's bank financial strength rating was upgraded to D from D-, mapping to a baseline credit assessment of ba2, and its long-term deposit rating was upgraded to Ba2 from Ba3. The upgrades result from E*TRADE's improved financial performance and the success of management's efforts to mitigate balance sheet exposures. The rating outlook is positive, indicating a higher likelihood of an upward rating change over the medium term. Future rating momentum will depend upon further improvements in, and stability of, financial performance; developments in the management of the bank's loan portfolio as well as the maturation of its wider enterprise risk management framework; and developments in the longer-term strategic direction of the company, including the solidification of its capital policy. Moody's has taken the following rating actions: E*TRADE Financial Corporation (ETFC) Issuer rating: upgraded to B1 from B2 Senior unsecured rating, upgraded to B1 from B2 Senior unsecured shelf rating, upgraded to (P)B1 from (P)B2 Subordinated shelf rating, upgraded to (P)B2 from (P)B3 Preferred shelf rating, upgraded to (P)B3 from (P)Caa1 Preferred shelf noncumulative rating, upgraded to (P)Caa1 from (P) Caa2 Outlook, changed to Positive from Stable E*TRADE Bank Long-term bank deposit rating, upgraded to Ba2 from Ba3 Short-term bank deposit rating affirmed at non-prime Long-term bank other senior obligations (OSO) rating, upgraded to Ba3 from B1 Short-term bank other senior obligations (OSO) rating affirmed at non-prime Bank financial strength rating, upgraded to D from D- Issuer rating, upgraded to Ba3 from B1 Outlook, changed to Positive from Stable Ratings Rationale E*TRADE Financial Corporation's (ETFC or the company) B1 rating reflects its resilient retail discount brokerage franchise that has continued to perform well despite the challenges facing E*TRADE Bank. Its retail broker generates strong cash flows and gross margins, and has contributed to a gradual improvement in Moody's measures of the company's EBITDA and debt leverage in recent years. The trends of its operating measures such as daily average revenue trades, average revenue per trade and number of customer accounts have continued to be generally comparable to its investment grade peers in the same sector, indicating that it has a strong and resilient brand, a key credit strength. There have been several notable positive developments over the last year in ETFC's efforts to mitigate its balance sheet exposures, following its bank's aggressive investments into first lien mortgages and home equity loans prior to the financial crisis, and re-focus on its core franchise. These efforts include continued improvements in the bank's regulatory capital, which contributed to it obtaining regulatory approval to recommence dividend flows from the bank up to ETFC (which have amounted to $325 million to date), thus benefitting the parent's debt service capacity; the April 2014 sale of its non-core market-making business (G1 Execution Services); and the recent bulk sale of $0.8 billion of first lien mortgages at a small gain, most of which has previously been modified as troubled debt restructurings. In addition to the company's balance sheet risk mitigation efforts, there has been significant change in the composition of the board and senior management during the last 12-18 months, resulting in a stronger and more coherent leadership framework than existed previously. A key challenge for the company going forward, following this transition, is to build a level of stability in oversight, management and governance, and place more emphasis on developing the company's longer-term strategic and capital management priorities. ETFC still has exposure to home equity loans and lines of credit (HELOCs) amounting to almost 100% of its tangible common equity, although this ratio has come down significantly in recent years, as the company's capital position has improved and the strengthened housing market has eased the pressure on borrowers to some extent. The bulk of the HELOCs will begin to amortize in 2015 and 2016, and as such the borrowers' pending increased payments present a looming credit risk to the company. However, to date it has made good progress in managing this exposure, assisted by the improved and more stable economic environment. As well, its capital base is expected to be sufficient to manage even a significant increase in provisions that could result from the HELOCs beginning to amortize. Notching considerations: The bank financial strength rating of E*TRADE Bank is D, mapping to a ba2 baseline credit assessment (BCA). The bank's retail broker subsidiary, E*TRADE Securities LLC, is unrated. ETFC's B1 issuer and senior unsecured ratings are two notches below E*TRADE Bank's Ba2 bank deposit rating, reflecting ETFC's structural subordination. What Could Change the Rating -- UP Continued improvements to the customer franchise and financial performance, evidenced by improved and less volatile operating metrics and a more diverse revenue base, would be positive for the rating. The management of improved cash flows in a prudent, creditor-friendly manner would support such upward rating pressure. The continued development of a coherent risk management and governance framework, including further mitigation of the loan portfolio risk exposure, would also be viewed positively. What Could Change the Rating -- DOWN Signs of an increased risk appetite, such as investing in riskier assets, would be negative for the rating, as would a significant deterioration in the performance of the loan portfolio. Additionally, material deterioration of the operating metrics or capital ratios would result in downward rating pressure. ETFC is a New York based financial services company that provides brokerage and related products and services primarily to individual retail investors. In its latest fiscal year ended December 2013 it reported net revenue of $1.7 billion, pre-tax income of $195 million and total assets of $46 billion. The methodologies used in these ratings were Global Securities Industry Methodology published in May 2013, and Global Banks published in May 2013. EARL GAUDIO: Authorized to Auction Personal Property and Vehicles ----------------------------------------------------------------- Bankruptcy Judge Gerald D. Fines authorized Earl Gaudio & Son, Inc., to sell certain personal property assets as well as all of the Debtor's remaining vehicles by public auction. The Court also ordered that the contemplated sale will not be subject to any bulk sales or similar laws in any applicable jurisdictions. On May 29, 2014, the Court approved the report of sale submitted pursuant to the Rule 6004(f)(1) of the Federal Rules of Bankruptcy Procedure On April 23, First Midwest Bank, as custodian, stated that the assets to be sold have uncertain value and the custodian believes that a public auction administered by the auctioneer represents the best opportunity to obtain the highest and best price for the property. The Debtor is represented by: Ben T. Caughey, Esq. ICE MILLER LLP One American Square, Suite 2900 Indianapolis, IN 46282-0200 Tel: (317) 236-2100 Fax: (317) 236-2219 E-mail: ben.caughey@icemiller.com About Earl Gaudio & Son, Inc. Earl Gaudio & Son, Inc., filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 13-90942) on July 19, 2013. The petition was signed by Angela E. Major Hart, as authorized signer of First Midwest Bank, custodian. Judge Gerald D. Fines presides over the case. The Debtor disclosed $11,849,187 in assets and $8,489,291 in liabilities as of the Chapter 11 filing. John David Burke, Esq., and Ben T. Caughey, Esq., at Ice Miller, LLP, serve as the Debtor's counsel. The U.S. Trustee appointed five creditors to serve in the Official Committee of Unsecured Creditors. The Committee retained Evans, Forehlich, Beth & Chamley as its local counsel, and Rubin & Levin, P.C., as its counsel. EDENOR SA: Securities to Trade on "Reduced Trading Panel" --------------------------------------------------------- The Buenos Aires Stock Exchange resolved that EDENOR's securities must be traded on a "Reduced Trading Panel" pursuant to the provisions of Section 38, paragraph b) and Section 39, paragraph c) of the BASE Listing Rules. The decision was based on the fact that the accounting information reported by EDENOR for the quarter ended March 31, 2014, recorded negative retained earnings for thousands AR$851,954 absorbing the Capital Surplus and 64.55 percent of adjusted capital stock. About Edenor SA Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN; Buenos Aires Stock Exchange: EDN) is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires. Edenor SA reported profit of ARS 772.7 million on ARS 3.44 billion of revenue from sales for the year ended Dec. 31, 2013, as compared with a loss of ARS 1.01 billion on ARS 2.97 billion of revenue from sales in 2012. Edenor reported a net loss of ARS 291.38 million in 2011. As of March 31, 2014, the Company had ARS 7.56 billion in total assets, ARS 7.12 billion in total liabilities and ARS 437.73 million in total equity. ENDEAVOUR INTERNATIONAL: To Issue 2.1 Million Shares Under Plan --------------------------------------------------------------- Endeavour International Corporation filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement to register 2,075,000 shares issuable under the Company's 2014 Long- Term Incentive Plan. The proposed maximum aggregate offering price is $3.29 million. Prior to the adoption of the 2014 Plan, the Company had three long-term incentive plans: (i) the Company's 2010 Stock Incentive Plan, as amended; (ii) the Company's 2007 Incentive Plan, as amended; and (iii) the Company's 2004 Incentive Plan, as amended. On May 22, 2014, the Company's stockholders approved the 2014 Plan, which (i) consolidated all of the Prior Plans into a single plan through a consolidated amendment and restatement of the Prior Plans and (ii) authorized an incremental 2,075,000 shares of common stock that may be utilized for equity based grants under the 2014 Plan, in addition to any shares of common stock that are currently available (or in the future become available) for equity based grants under the Prior Plans. A full-text copy of the prospectus is available for free at: http://goo.gl/dgfVCN About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. Endeavour International reported net loss of $95.47 million in 2013, a net loss of $126.22 million in 2012 and a net loss of $130.99 million in 2011. As of March 31, 2014, the Company had $1.53 billion in total assets, $1.49 billion in total liabilities, $43.70 million in series C convertible preferred stock and a $5.93 million stockholders' deficit. * * * As reported by the TCR on April 2, 2014, Moody's Investors Service upgraded Endeavour International Corporation's Corporate Family Rating (CFR) to Caa2 from Caa3. "The rating upgrade to Caa2 reflects the recent equity issuance and other first quarter financing transactions that have improved Endeavour International's liquidity" commented Pete Speer, Moody's Vice President. In the Feb. 22, 2013, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston, Texas-based Endeavour International Corp. (Endeavour) to 'CCC+' from 'B-'. The rating action reflects S&P's expectation that Endeavour could have insufficient liquidity to meet its needs due to the delay in production from its Rochelle development. ENERGY FUTURE: Court Approves 1st Lien Notes Settlement ------------------------------------------------------- Energy Future Intermediate Holding Company LLC ("EFIH"), a wholly- owned subsidiary of Energy Future Holdings Corp. ("EFH Corp."), and EFIH Finance Inc. announced that the United States Bankruptcy Court for the District of Delaware has issued an order approving, subject to a stay of such order until 12:01 a.m., New York City time, on June 12, 2014, (i) the voluntary settlement provided for in the Issuer's previously announced offer (the "Offer") to holders of EFIH First Lien Notes (as defined below) to participate in a voluntary settlement with respect to the Issuer's obligations under the EFIH First Lien Notes (such settlement, the "EFIH First Lien Settlement") and (ii) the Issuer's entry into a new senior secured super-priority debtor-in-possession credit agreement (the "EFIH First Lien DIP Facility"). In addition, the expiration date for the Offer has been extended to 5:00 p.m., New York City time, on June 10, 2014 (the "Expiration Date"). The Offer is open to all qualified holders of the Issuer's 6.875% Senior Secured Notes due 2017 and 10.000% Senior Secured Notes due 2020 (such notes, the "EFIH First Lien Notes"). As of 5:00 p.m., New York City time, on June 6, 2014, approximately $0.42 billion of EFIH First Lien Notes (approximately 10% of the outstanding EFIH First Lien Notes) had been submitted for exchange in the Offer. In addition, pursuant to the Restructuring Support and Lock-Up Agreement, dated April 28, 2014 (as amended), to which the Issuer is a party, certain holders holding, in the aggregate, approximately $1.26 billion of EFIH First Lien Notes (approximately 32% of the outstanding EFIH First Lien Notes) have agreed to the EFIH First Lien Settlement on the terms provided in such agreement. As previously disclosed, the consummation of the Offer is subject to several conditions. The Issuer has waived the condition to consummation of the Offer that the Bankruptcy Court approve 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 (collectively, the "EFIH Second Lien Notes") for cash as a voluntary settlement of its obligations with respect to the EFIH Second Lien Notes and the related issuance by the Issuer of convertible second lien subordinated secured DIP financing notes due 2016. Other than the extension of the Expiration Date and the waiver of the condition described in this press release, the terms of the Offer are unchanged. Epiq Systems is serving as the Offer Agent and Depositary Agent, and may be contacted by telephone at (646) 282-2500 or toll free at (866) 734-9393 or by email at tabulation@epiqsystems.com. 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 to Hire Filsinger Energy as Consultant ----------------------------------------------------------- Energy Future Holdings Corp., and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Filsinger Energy Partners as energy consultant, nunc pro tunc to Apr. 29, 2014 petition date. The Debtors requires Filsinger Energy to: (a) provide market analyses and strategic advice with respect to energy industry specific issues in these chapter 11 cases; (b) analyze the Debtors' energy business strengths, weaknesses, and risks from the creditors' viewpoint; (c) provide EBITDA and cash flow forecasts of the Debtors' businesses; (d) analyze technical aspects of the Debtors' business plans and models, with a particular emphasis on the Debtors' energy business plans; (e) provide forecasts of commodity prices including fuel prices, electric supply and demand conditions, transmission constraints, hydro generation conditions, emissions allowance costs, and new construction costs; (f) review and analyzing compensation metrics; (g) review the Debtors' inventory of assets and providing asset valuations; (h) examine the Debtors' long-term contracts, trading positions, and risk management activities; (i) provide power marketing advice and analysis with respect to the Debtors' management, credit policy, hedging contracts, and credit support; (j) provide advice on restructuring issues and options; (k) provide litigation and expert witness support; and (l) provide other services as requested by the Debtors from time to time. Filsinger Energy will be paid at these hourly rates: Managing Director $720-$750 Director $525-$645 Managing Consultant $405-$495 Consultant $330-$405 Analyst $225-$285 Assistant Analyst $180-$185 Filsinger Energy will also be reimbursed for reasonable out-of- pocket expenses incurred. Filsinger Energy received an initial advance retainer of $200,000 on Dec. 18, 2012, from the Debtors. Pursuant to the Engagement Letter, invoiced amounts have been recouped against the Retainer, and payments on the invoices have been used to replenish the Retainer. During the 496 days prior to commencement of the chapter 11 cases, the Debtors paid Filsinger Energy a total of $10,449,738, incurred in providing services to the Debtors in contemplation of, and in connection with, prepetition restructuring activities. Todd W. Filsinger, managing director of Filsinger Energy, 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 Bankruptcy Court for the District of Delaware will hold a hearing on the application on Jun. 30, 2014, at 9:30 a.m. Objections, if any, are due Jun. 12, 2014, at 4:00 p.m. Filsinger Energy can be reached at: Todd W. Filsinger FILSINGER ENERGY PARTNERS 290 Fillmore Street, Suite 4 Denver, CO 80206 Tel: (303) 974-5884 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: Hires Evercore Group as Investment Banker -------------------------------------------------------- Energy Future Holdings Corp., and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Evercore Group LLC as investment banker and financial advisor, nunc pro tunc to Apr. 29, 2014 petition date. The Debtors require Evercore Group to: (a) review and analyze the Debtors' business, operations, and financial projections; (b) advise and assist the Debtors in a Restructuring, Financing, and Sale, if the Debtors determine to undertake such a Transaction; (c) provide financial advice in developing and implementing a Restructuring, which would include: -- assisting the Debtors in developing a restructuring plan or plan of reorganization, including a plan of reorganization pursuant to the Bankruptcy Code; -- advising the Debtors on tactics and strategies for negotiating with various stakeholders regarding the Plan; -- providing testimony, as necessary, with respect to matters on which Evercore has been engaged to advise the Debtors in any proceedings before the Bankruptcy Court; And -- providing the Debtors with other financial restructuring advice as Evercore and the Debtors may deem appropriate; (d) if the Debtors pursue a Financing, assisting the Debtors in: -- structuring and effecting a Financing; -- identifying potential Investors and, at the Debtors' request, contacting such Investors; and -- working with the Debtors in negotiating with potential Investors. (e) if the Debtors pursue a Sale, assisting the Debtors in: -- structuring and effecting a Sale; -- identifying interested parties and potential acquirors and, at the Debtors' request, contacting such interested parties and potential acquirors; and -- advising the Debtors in connection with negotiations with potential interested parties and acquirors and aiding in the consummation of a Sale. Evercore Group's Fee and Expense Structure is summarized as: (a) Monthly Fee: $650,000 per month until a Restructuring or termination of Evercore's engagement. (b) Restructuring Fee: $35 million for simultaneous Restructurings of TCEH/EFCH and EFIH. But if a first Restructuring concerns only one of TCEH/EFCH and EFIH, then a portion of the $35 million Restructuring Fee will then be due based on time allocation and the remainder of $35 million due if and when a second Restructuring occurs. In either case, the aggregate Restructuring Fee is payable only once. There is no Restructuring Fee for certain modifications of existing obligations under the Debtors' existing liability management program or similar programs, certain immaterial modifications and modifications agreed by the Debtors. (c) Sale Fee: $9 million, payable once, for a Sale of all or substantially all of either or both of TCEH/EFCH and EFIH. Sales that give rise to a Sale Fee also give rise to a Restructuring Fee. (d) DIP Financing Fee: $11 million, payable once, for a first lien DIP Financing. Half of the DIP Financing Fee is due upon DIP Financing commitment, with the balance due upon approval of the DIP Financing by the Court. (e) Credits: -- Monthly Fee Credit: The first eight Monthly Fees, and the amount by which each subsequent Monthly Fee exceeds $400,000 (which will be $250,000 for a Monthly Fee of $650,000), are creditable against the Restructuring Fee. -- DIP Financing Fee Credit: $3 million of the DIP Financing Fee is creditable against the Restructuring Fee. These credits are conditioned on full payment and final approval of the related fees and are subject to allocation. (f) Allocation: Evercore's fees have been allocated in order to align them with the Debtors' economic structure and the interests of the Debtors' economic stakeholders. (g) Expenses: The Debtors will pay reasonable and documented out-of-pocket expenses, including reasonable and documented cost of counsel. During the 90 days immediately preceding the Petition Date, Evercore received the following payments in connection with both Evercore's prior engagement letter and current engagement under the Engagement Letter: Evercore received fee payments totaling $15,450,000 and expense reimbursement payments totaling $101,600, which includes approximately $45,000 paid on account of anticipated expenses. Within one year prior to the Petition Date, the Debtors paid Evercore $19,050,000 in fees and $286,893 in expense reimbursements for services rendered in connection with both Evercore's prior engagement letter and current engagement under the Engagement Letter. David Y. Ying, senior managing director and head of restructuring of Evercore Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court for the District of Delaware will hold a hearing on the application on Jun. 30, 2014, at 9:30 a.m. Objections, if any, are due Jun. 12, 2014, at 4:00 p.m. Evercore Group can be reached at: David Y. Ying EVERCORE GROUP LLC 55 East 52nd Street New York, NY 10055 Tel: +1 (212) 857-3100 Fax: +1 (212) 857-3101 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: Taps KPMG as Accounting and Tax Advisors ------------------------------------------------------- Energy Future Holdings Corp., and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ KPMG LLP as bankruptcy accounting and tax advisors, nunc pro tunc to Apr. 29, 2014 petition date. KPMG will provide accounting, financial reporting, and tax advisory services as KPMG and the Debtors shall deem appropriate and feasible in order to advise the Debtors during the course of these chapter 11 cases, including, but not limited to these services: Bankruptcy Accounting: (a) provide advice, recommendations, and insight into leading practices to assist in the Debtors' implementation of operational protocols for bankruptcy reporting, which may include assisting with the preparation of Monthly Operating Reports by the Debtors; (b) assist with debtor-in-possession reporting, and assist Debtors' management with identifying liabilities subject to compromise in the balance sheet, reorganization items in the profit and loss statement, and timing and classification of claim amounts;; (c) provide accounting considerations for specific transactions in each case which will relate to the applications of ASC 852 Reorganizations, or "Fresh Start" Accounting; (d) assist with general accounting considerations, including those associated with entering bankruptcy and potential deconsolidation of any Debtor entities; (e) assist the Debtors with developing a planning summary for accounting that considers various alternative approaches to timing, effective date, valuation approach, extent of top side versus push down recognition of the new values and the benefits and implications of each consideration of the desired approach on each major asset category; (f) assist the Debtors with documenting approach to identified assets and liabilities, such as certain working capital accounts, certain deferred or accrued expenses or other accounts that do not lend themselves to a valuation opinion but will require an alternate approach to justifying the basis of measurement in fresh start reporting; (g) assist the Debtors' management with documentation of whitepapers for accounting issues, position papers, and accounting policies; (h) participate in discussions with auditors and other advisors to discuss accounting matters and conclusions; (i) assist the Debtors' management with its analysis and documentation of financial reporting and disclosure requirements for Predecessor/Successor financial statements; (j) consider the accounting and reporting considerations under ASC 810 and related literature associated with entering bankruptcy; (k) consider the alternatives in approach, timing, order and adoption dates for fresh start reporting, the alternatives for on-going efficient processing of detailed accounting records, the potential approaches for updating detailed records to reflect changes in values and the new accounting requirements following emergence; (l) evaluate whether the conditions in ASC 852 are met to justify adoption of a new, fresh start basis; (m) research and document to support Debtors' accounting and reporting conclusions reached in accordance with ASC 852; (n) monitor the bankruptcy proceedings to compare the claims filed, allowed, and existing debtor balances to (i) adjust the existing recorded liabilities to the allowed claims, and (ii) reflect the Debtor's estimates of claims to be settled upon emergence for financial reporting; (o) identify and segregate expenses, restructuring costs and losses for classification as "reorganization items" to properly portray amounts from activities to restructure the operations prior to emergence; (p) assess the degree to which aggregate adjustments and disclosures are utilized to report on a fresh start basis from the date of emergence until such amounts are recorded to the Debtors' detailed accounting records; (q) develop an approach to repopulate the detailed records with new Fair Values and asset lives and assisting with updating fixed asset and other detailed accounting records with the concluded FV including assistance with creating and testing journal entry upload and Property Plant and Equipment allocation; (r) identify differences between book and tax balances that arise from the plan of emergence and fresh start accounting; (s) consider the deferred tax impact on the outside basis of investments in insolvent subsidiaries; (t) assess the impact of available federal and state tax elections; (u) assist Debtors' personnel in supporting key activities to review invoices processed through accounts payable to determine the proper service period applicable to the invoice. (v) assist Debtors' personnel in supporting key activities related to the remediation of IT deficiencies identified through Debtors' Sarbanes-Oxley "SOX" compliance efforts; (w) meet with key project leadership and review available project and audit documentation to gain an understanding of the environment; and (x) define an approach, timing, and resource plan for developing remediation recommendations in the next project phase. Tax Consulting Services: (a) advise regarding sales and use taxes with respect to various state and local tax matters that may arise; (b) represent the Debtors in their Texas Sales and Use Tax and Miscellaneous Gross Receipts Tax examinations for the various taxing period and legal entities outlined in Schedule A-14 signed on Jan. 13, 2014; (c) develop strategy with the Debtors for best handling the Examination; (d) identify liabilities and overpayments of Sales and Use Tax and Miscellaneous Gross Receipts Tax; (e) assist the Debtors in their dealings with the Texas Comptroller's Office examination team, meeting with the team as appropriate; (f) assist the Debtors in preparing submissions in response to Texas Comptroller's Office Appeals process, or participate in an alternative dispute resolution program; (g) assist with the processing and tracking of certain assessment notices, appeal notices, hearing notices for the Debtors' property tax accounts as requested by the Debtors; (h) provide tax consulting services regarding the bankruptcy accounting advisory work performed including any necessary assistance with tax accounting analysis/calculations in connection with new valuations resulting from fresh start accounting and tax attribute changes; (i) assist with review of the business personal property assets related to the mining segment of the business and assist with determining whether the cost for the business personal property accounts are reasonable compared to the value of such assets; and (j) provide other property tax consulting and support as requested. The fees charged for bankruptcy accounting and fresh-start reporting services are based on the actual time incurred to complete the work. In the normal course of KPMG's business, hourly rates are subject to periodic increase. The majority of fees to be charged reflect a reduction of 26% to 47% from KPMG's normal and customary rates, depending on the types of services to be rendered. The hourly rates for bankruptcy accounting services rendered by KPMG are: Bankruptcy Accounting Discounted Hourly Services Rate --------------------- ----------------- Partners & Managing Directors $610 Directors $500 Managers $375 Senior Associates $275 Associates $190 Prior to the Petition Date, two separate retainers, both in the amount of $350,000, were paid to KPMG for bankruptcy accounting services. Of the total amount received, approximately $280,292 remains available as of the Petition Date to be credited against future bankruptcy accounting services and expenses. The fees for reviewing invoices process through Debtors' Accounts Payable will be based on the actual time incurred to complete the work, not to exceed $480,000. The majority of fees to be charged reflect a reduction of 65% to 67% from KPMG's normal and customary rates. The hourly rates for AP Services rendered by KPMG are: Discounted Hourly AP Services Rate ----------- ----------------- Managers $250 Associates $125 The fees charged for SOX IT Control Remediation are based on the actual time incurred to complete the work, not to exceed $35,000. The majority of the fees to be charged reflect a reduction of approximately 62% to 67% from KPMG's normal and customary rates. The hourly rates for SOX Remediation Services rendered by KPMG are: SOX Remediation Discounted Hourly Services Rate --------------- ----------------- Partners/ Managing Directors $325 Managers $250 Associates $125 The fees charged for tax consulting services are based on the actual time incurred to complete the work. The majority of fees to be charged reflect a reduction of 30-50% from KPMG's normal and customary rates, depending on the types of services to be rendered. The hourly rates for tax consulting services rendered by KPMG are: Tax Consulting Discounted Hourly Services Rate -------------- ----------------- Partners & Principals $485-$682 Directors $485 Senior Managers $425-$500 Managers $310-$437 Senior Associates $250-$350 Associates $175-$250 Paraprofessionals $140-$175 Prior to the Petition Date, a retainer in the amount of $100,000 was paid by the Debtors to KPMG for state tax services and applied fully to invoices for services incurred prior to the Petition Date. KPMG will also be reimbursed for reasonable out-of-pocket expenses incurred. On May 17, 2013, KPMG received a retainer in the amount of $350,000. An additional retainer of $350,000 was received by KPMG from the Debtors on Sep. 30, 2013, and another on Feb. 10, 2014 for $100,000, which will be applied to outstanding services incurred prior to the Petition Date. According to KPMG's books and records, during the 90-day period prior to the Petition Date, KPMG received approximately $702,473 from the Debtors for professional services performed and expenses incurred. As of the Petition Date, no prepetition amounts are owed to KPMG. Thomas D. Bibby, partner of KPMG, 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 Bankruptcy Court for the District of Delaware will hold a hearing on the application on Jun. 30, 2014, at 9:30 a.m. Objections, if any, are due Jun. 12, 2014, at 4:00 p.m. KPMG can be reached at: Thomas D. Bibby KPMG LLP 5208 Creekpoint Dr Plano, TX 75093-5704 E-mail: tbibby@kpmg.com 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: Hires Thompson & Knight as Tax Counsel ----------------------------------------------------- Energy Future Holdings Corp., and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Thompson & Knight LLP as special counsel for certain tax-related matters, nunc pro tunc to Apr. 29, 2014 petition date. The Debtors contemplate that Thompson & Knight will provide legal services in connection with various tax issues relating to: (a) the Debtors' debt restructuring; (b) IRS tax controversies; (c) Texas tax issues; and (d) other tax matters as needed throughout the Debtors' Chapter 11 cases. Thompson & Knight will be paid at these hourly rates: Partners $515-$930 Associates $280-$515 Paraprofessionals $160-$280 Emily Parker $930 David Wheat $805 Mary McNulty $725 Thompson & Knight will also be reimbursed for reasonable out-of- pocket expenses incurred. As set forth in the McNulty Declaration, in the year prior to the Petition Date, the Debtors paid $936,040 to Thompson & Knight for services rendered in contemplation of or in connection with these chapter 11 cases. As of the Petition Date, the Debtors did not owe Thompson & Knight any amounts for legal services rendered before the Petition Date. Prior to the Petition Date, Thompson & Knight received an advance payment to render services between Apr. 1, 2014 and May 15, 2014. Thompson & Knight incurred $54 in costs and earned $359,008 in fees for services rendered as of Apr. 28, 2014. As a result, on Apr. 28, 2014 the advance payment exceeded the amount earned by $99,703. Mary McNulty, partner of Thompson & Knight, 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 Bankruptcy Court for the District of Delaware will hold a hearing on the application on Jun. 30, 2014, at 9:30 a.m. Objections, if any, are due Jun. 12, 2014, at 4:00 p.m. Thompson & Knight can be reached at: Mary A. McNulty, Esq. THOMPSON & KNIGHT LLP One Arts Plaza 1722 Routh Street, Suite 1500 Dallas, TX 75201 Tel: (214) 969-1187 Fax: (214) 880-3182 E-mail: Mary.McNulty@tklaw.com 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. EPL OIL: S&P Raises Corp. Credit Rating to B+; Off Watch Positive ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based EPL Oil & Gas Inc. (EPL) to 'B+' from 'B', consistent with the existing corporate credit rating on parent company Energy XXI (Bermuda) Ltd. S&P views EPL as core to Energy XXI's operations. "We removed the ratings from CreditWatch, where we placed them with positive implications March 13, 2014, following Energy XXI's announcement of its plan to acquire EPL," said Standard & Poor's credit analyst Stephen Scovotti. The rating outlook on EPL is stable, reflecting that of Energy XXI. S&P also raised the issue-level rating on EPL's senior unsecured notes (which remain outstanding following the completion of the transaction) to 'B' from 'B-', one notch below the corporate credit rating. The recovery rating on the notes remains '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of payment default. The rating actions follow the completion of EPL's acquisition by Energy XXI on June 3, 2014. EVANS & SUTHERLAND: Wisc. Investment Board No Longer a Holder ------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission on June 5, 2014, the State of Wisconsin Investment Board disclosed that it has ceased to be the beneficial owner of any shares of common stock of Evans & Sutherland Computer. A copy of the regulatory filing is available at: http://is.gd/awaWNk About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates innovative digital planetarium systems and cutting-edge, fulldome show content. E&S has developed Digistar 5, the world's leading digital planetarium with fulldome video playback, real- time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. As a full-service system provider, E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and a full range of theater systems from audio and lighting to theater automation. E&S markets include planetariums, science centers, themed attraction venues, and premium large-format theaters. E&S products have been installed in over 1,300 theaters worldwide. For the nine months ended Sept. 27, 2013, the Company reported a net loss of $793,000 on $18.42 million of sales as compared with a net loss of $2.19 million on $17.92 million of sales for the nine months ended Sept. 28, 2012. The Company's balance sheet at Sept. 27, 2013, showed $25.47 million in total assets, $50.35 million in total liabilities and a $24.88 million total stockholders' deficit. FISKER AUTOMOTIVE: Judge Clears Creditors to Vote on Plan --------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal, reported that Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware on June 9 cleared the way for creditors to vote on the Chapter 11 plan that sets out the distribution scheme for cash and stock raised in the sale of failed hybrid auto maker Fisker Automotive Inc. According to the report, a July 28 date has been set for a confirmation hearing on the Chapter 11 exit plan. 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. FREEDOM INDUSTRIES: Planning Demolition of Spill Site ----------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal, reported that Freedom Industries Inc. is planning a hasty demolition of its chemical storage facility on the banks of the Elk River, the site of the January spill that tainted a large portion of West Virginia's water supply. According to the report, in court papers, Freedom asked Judge Ronald G. Pearson of the U.S. Bankruptcy Court in Charleston, W.Va., for the authority to proceed with the demolition, which could be completed by the end of June. The facility, called the Etowah River Terminal, comprises large chemical storage tanks as well as two computer-controlled loading stations, according to court documents, the report related. About Freedom Industries Freedom Industries Inc., is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, the Bankruptcy Court approved the hiring of Mark Welch at MorrisAnderson in Chicago as Freedom's chief restructuring officer. FTE NETWORKS: John Klumpp Appointed to Board of Directors --------------------------------------------------------- FTE Networks, Inc., appointed John Klumpp to its Board of Directors. Mr. Klumpp currently serves as a senior vice president and chief information officer of First Southern Bank in Boca Raton, Florida where he oversees the day-to-day operations of the bank's corporate technology architecture and systems. Mr. Klumpp most recently served as senior vice president and IT director of Florida Community Bank in Naples, Florida where he oversaw the complete build out of the bank's IT department from start-up to $3.5 billion in 44 locations in just 18 months. He previously held the positions of SVP and CIO at the Bank of Florida from August 2008 to March 2012 and First National Bank of Florida from October 2001 to March 2005, both in Naples. In between, from March 2005 to August 2008, he ran his own small business consulting firm. Mr. Klumpp received his BSA in Finance from the University of Alabama, Birmingham, in 1984 and continued his education at LSU Graduate School of Banking. He was a past board member of the American Diabetes Association and a Loaned Executive with the United Way. He currently resides in Naples. "I am pleased to welcome John to FTE Networks' Board of Directors," stated Mr. Michael Palleschi, FTE's chief executive officer. "John's knowledge of and background in the banking and technology industry is very complimentary to FTE's growth strategy and we look forward to his contributions to our development plans." Mr. Klumpp is not presently slated to serve on a committee of the Board. There also are no arrangements or understandings between Mr. Klumpp and any other persons pursuant to which he was selected as a director. Mr. Klumpp is entitled to receive these compensation under the Company's standard compensation for non-employee directors: * An annual payment of $20,000 for service on the Board (pro- rated for 2014) * Eligibility to receive grants of stock options, restricted stock units, and other awards under the Company's Long-Term Incentive Plan * Reimbursement of actual expenses related to meeting attendance Mr. Klumpp will enter into the Company's standard agreement for Directors. About FTE Networks, Inc. FTE Networks, formerly known as Beacon Enterprise Solutions Group, Inc., is a vertically integrated company with an international footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service. Beacon Enterprise's balance sheet at June 30, 2012, showed $7.3 million in total assets, $8.8 million in total liabilities, and a stockholders' deficit of $1.5 million. For the nine months ended June 30, 2012, the Company incurred a net loss of $5.9 million, which included a non-cash impairment of intangible assets of $2.1 million and other non-cash expenses aggregating $1.9 million. Cash used in operations amounted to $1.0 million for the nine months ended June 30, 2012. As of June 30, 2012, the Company's accumulated deficit amounted to $42.6 million, with cash and cash equivalents of $75,000 and a working capital deficit of $4.9 million. "These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended June 30, 2012. GANNETT CO: S&P Raises CCR to 'BB+' on Successful Belo Integration ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on U.S.-based TV broadcaster and newspaper publisher Gannett Co. Inc. to 'BB+' from 'BB'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's senior unsecured debt to 'BB+' from 'BB'. The recovery rating on this debt remains '3', indicating S&P's expectations of meaningful (50% to 70%) recovery in the event of a payment default. "The upgrade reflects our assessment that the December 2013 Belo Corp. acquisition has improved the company's business position, as well as our expectation that Gannett will maintain a ratio of debt to average eight-quarter EBITDA below 3x over the intermediate term," said Standard & Poor's credit analyst Hal Diamond. The 'BB+' corporate credit rating on Gannett reflects Standard & Poor's view of its credit measures and its position as a major TV station operator, its strong profitability associated with broadcasting, and its declining exposure to unfavorable structural trends in the newspaper industry. "The Belo purchase provides a good strategic fit by improving network and geographic diversity, with revenue and cost synergies," said Mr. Diamond. GATES GLOBAL: S&P Assigns 'B+' CCR Following LBO Transaction ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to aftermarket-focused manufacturer of power transmission belts and fluid power products, Gates Global LLC. At the same time, S&P assigned its 'B+' issue rating and '3' recovery rating to the company's proposed $2.8 billion senior secured term loan (which includes a EUR200 million tranche) and its $125 million cash flow revolver (undrawn at closing). The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%) in a payment default scenario. In addition, S&P assigned its 'B' issue rating and '5' recovery rating to the proposed $1.4 billion of senior unsecured notes (which includes a EUR235 million tranche). The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%) in a payment default scenario. The company will use the debt proceeds along with equity contributions from the new sponsor to fund the acquisition. The transaction also includes a $325 million asset-based revolver (unrated) that would be undrawn at close. S&P will withdraw its ratings on Pinafore Holdings B.V. and its debt following the repayment of that debt at close of the acquisition transaction. "We expect Gates' credit metrics will remain stretched," said Standard & Poor's credit analyst Nishit Madlani, citing a ratio of debt to EBITDA (including Standard & Poor's adjustments) of above 7.0x pro forma for the transaction and EBITDA for the 12 months ended March 31, 2014. Standard & Poor's ratings on Gates incorporate aggressive financial policies associated with ownership by its new private equity sponsor, Blackstone. "Given the very high leverage and lack of track record under the new owner we have limited reasons to believe that debt to EBITDA will fall below 5x in the next 2 years," said Mr. Madlani. "Our assessment also incorporates overarching risks involved with private equity ownership, and that we would closely monitor actions such as significant shareholder distributions or large debt-funded acquisitions. Blackstone has pursued an aggressive financial strategy with other portfolio entities, using debt and debt-like instruments to maximize shareholder returns, in the past." The stable outlook reflects Standard & Poor's view that the company will continue to sustain its competitive advantage, generate FOCF to debt well over 5% and reduce leverage towards 6.5x within the next 12 months, consistent with S&P's expectation for the rating. GENERAL MOTORS: Ignition Recall No Impact on Moody's Ba1 Rating --------------------------------------------------------------- Moody's Investors Service said that the findings of the report investigating General Motors Company's (Ba1 senior unsecured -- stable outlook and General Motors Holdings LLC - Baa2 senior secured) ignition switch recall are credit negative. GENERAL MOTORS: Holders Seek Recall Cost Estimate ------------------------------------------------- Jeff Bennett, writing for The Wall Street Journal, reported that General Motors Co.'s directors and executives head to the annual shareholder meeting under pressure to explain what they will do about admissions that employees mishandled a deadly safety defect, and what they estimate the total cost of that behavior will be. Estimates for the price GM could pay in legal fees and any settlements or judgments range from less than $5 billion to as much as $7 billion, the Journal said. GM has taken charges of $700 million for recalling and repairing 2.6 million vehicles equipped with potentially defective ignition switches, part of $1.7 billion in recall-related charges the company has disclosed since February, the Journal related. Peter J. Henning, writing for The New York Times' DealBook, the role of GM's lawyers, at least three of whom have been fired, will be a focus of congressional hearings on the company's failure to recall its vehicles. About General Motors With its global headquarters in Detroit, Michigan, General Motors -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government provided financing. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM -- General Motors Corporation -- 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. The Debtors tapped Weil, Gotshal & Manges LLP Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel; and Morgan Stanley, Evercore Partners and the Blackstone Group LLP as financial advisor. 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 was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GENIUS BRANDS: Iroquois Capital Reports 5.8% Equity Stake --------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Iroquois Capital Management L.L.C., Joshua Silverman and Richard Abbe disclosed that as of May 14, 2014, they beneficially owned 375,000 shares of common stock issuable upon conversion of shares of convertible preferred stock of Genius Brands International, Inc., representing 5.8 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at http://is.gd/hRrFbi About Genius Brands San Diego, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands reported a net loss of $7.21 million in 2013, a net loss of $2.06 million in 2012 and a net loss of $1.37 million in 2011. The Company's balance sheet at March 31, 2014, showed $14.65 million in total assets, $3.55 million in total liabilities and $11.09 million in total equity. GGW BRANDS: Trustee Wants Founder Held In Contempt -------------------------------------------------- Law360 reported that the trustee for the adult entertainment company behind the "Girls Gone Wild" video series asked a California federal court to hold the bankrupt company's founder in contempt for interfering with the trustee's orderly administration of the debtors' estates by harassing employees. According to the report, attorneys for trustee R. Todd Neilson and subsidiary GGW Marketing LLC accused Joe Francis of flagrantly violating two court orders by yelling at employees at the debtors' former office, threatening to sue the owner and landlord of the premises and physically assaulting the vice president of GGW's buyer. The filing said Francis' alleged harassment and threats in May, along with his supposed failure to return two cars that are property of the debtors' estates, constituted sufficient grounds for the issuance of an order to show cause why he shouldn't be held in contempt of court, the report related. About GGW Brands Santa Monica, California-based GGW Brands, LLC, the company behind the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-15130) on Feb. 27, 2013. Judge Sandra R. Klein oversees the case. The company is represented by the Law Offices of Robert M. Yaspan. The company disclosed $0 to $50,000 in estimated assets and $10 million to $50 million in estimated liabilities in its petition. Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC also sought Chapter 11 protection. GGW Marketing, LLC, another affiliate, filed a voluntary Chapter 11 petition on May 22, 2013, before the Bankruptcy Court for the Central District of California (Los Angeles). The case is assigned Case No. 13-23452. Martin R. Barash, Esq., and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles, California, represent GGW Marketing. In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as Chapter 11 Trustee to take over the companies. Mr. Neilson has investigated failed solar-power company Solyndra and was involved in the Mike Tyson and Death Row Records bankruptcy cases. In April 2014, the Chapter 11 Trustee sold the "Girls Gone Wild" video franchise and its assets for $1.83 million. An auction set earlier that month was canceled because there were no bids to compete with the so-called stalking horse, who isn't affiliated with founder Joe Francis. GSE ENVIRONMENTAL: $45M Bankruptcy Loan Has Final Approval ---------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware gave GSE Environmental, Inc., et al., final authority to obtain $45 million in postpetition financing from a consortium of lenders led by Cantor Fitzgerald Securities as agent. About GSE Environmental GSE Environmental -- http://www.gseworld.com-- is a global manufacturer and marketer of geosynthetic lining solutions, products and services used in the containment and management of solids, liquids and gases for organizations engaged in waste management, mining, water, wastewater and aquaculture. Headquartered in Houston, Texas, USA, GSE maintains sales offices throughout the world and manufacturing facilities in the US, Chile, Germany, Thailand, China and Egypt. GSE Environmental, Inc. and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11126) on May 4, 2014 as part of a restructuring support agreement with their lenders. The Debtors are seeking joint administration of their Chapter 11 cases. GSE announced an agreement with its lenders to restructure its balance sheet by converting all of its outstanding first lien debt to equity, leaving the Company well-positioned for long-term growth and profitability. The Company has tapped Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP as counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Moelis & Company, as financial advisor. The first lien lenders are represented by Wachtell, Lipton, Rosen & Katz. Prime Clerk is the Debtors' claims agent. Cantor Fitzgerald Securities as agent for a consortium of DIP lenders is represented by Nathan Z. Plotkin, Esq., at Shipman & Goodwin LLP, in Hartford, Connecticut. The DIP Lenders are represented by Scott K. Charles, Esq., Emily D. Johnson, Esq., and and Neil K. Chatani, Esq., at Wachtell, Lipton, Rosen & Katz, in New York. The local Delaware counsel to the DIP Lenders and the DIP Agent is Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. GSE Environmental's non-U.S. subsidiaries are not included in the U.S. Chapter 11 filings and will continue to operate in the ordinary course without interruption. GULF COLORADO: Chapter 11 Case Dismissed ---------------------------------------- Bankruptcy Judge H. Christopher Mott has dismissed the Chapter 11 case of Gulf, Colorado & San Saba Railway Corporation. The Court also authorized, on a final basis, Ronald Hornberger, the Chapter 11 trustee, to: 1. make final disbursements from the sale proceeds account; 2. perform actions necessary to dissolve the corporate existence of the Debtor; and 3. determine that distributions are final and not subject to disgorgement or challenge. The Court and the parties contemplated that the claims allowance process and distribution of funds with respect to the allowed claims would be final and payments on account of allowed claims must not be subject to disgorgement or challenge. As reported in the Troubled Company Reporter on April 28, 2014, the Debtor notified the Bankruptcy Court of the distributions made from sale of assets by the trustee. On Jan. 15, 2013, the Court approved the sale of the Debtor's property to Heart of Texas Railroad, L.P., for $1,550,000. The sale to HOTRR closed on Jan. 28, 2013. Following closing of the sale, the trustee has reviewed the various administrative expense claims, secured claims, priority unsecured claims and general unsecured claims regarding allowance and payment. About GCSR Gulf, Colorado & San Saba Railway Corporation operates the Gulf, Colorado and San Saba Railway, a former Atchison, Topeka and Santa Fe Railway "San Saba branch line." The Railway is a short-line freight railroad headquartered in Brady, Texas and operates from an interchange with the BNSF Railway at Lometa, Texas 67.5 miles west to Brady, Texas. The Railway is located within the counties of Lampasas, Mills, San Saba and McCulloch, Texas. The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No. 12-11531) on July 3, 2012. Judge H. Christopher Mott presides over the case. Frances A. Smith, Esq., and Subvet D. West, Esq., at Shackelford Melton & McKinley, in Dallas, Texas, represented the Debtor as counsel. In its schedules, the Debtor disclosed $24,534,864 in total assets and $3,710,371 in total liabilities. The petition was signed by Richard C. McClure, president and CEO. Ronald Hornberger was named as Chapter 11 trustee to oversee the Debtor's operations through its employees. Cox Smith Matthews Incorporated represents the trustee. HAMPTON ROADS: Chief Operating Officer to Quit in September ----------------------------------------------------------- Robert J. Bloxom, executive vice president, chief risk officer, and chief operating officer of Hampton Roads Bankshares, Inc., informed the Company that he will retire effective Sept. 30, 2014. Until that time, Mr. Bloxom will continue in his current positions. During this period the Company will prepare a plan to ensure that Mr. Bloxom's responsibilities are smoothly transitioned to the appropriate members of the Company's management team. The Company anticipates that Mr. Bloxom will continue as a consultant with the Company thereafter to assist with this transition plan. About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and 15 ATMs. Hampton Roads reported net income attributable to the Company of $4.07 million in 2013, a net loss attributable to the Company of $25.09 million in 2012 and a net loss attributable to the Company of $97.54 million in 2011. As of Dec. 31, 2013, the Company had $1.95 billion in total assets, $1.76 billion in total liabilities and $183.84 million in total shareholders' equity. HARBINGER GROUP: Fitch Affirms 'B' IDR & Revises Outlook to Pos. ---------------------------------------------------------------- Fitch Ratings has affirmed the long-term Issuer Default Rating (IDR) of Harbinger Group, Inc. (Harbinger or HRG) at 'B' and revised the Rating Outlook to Positive from Stable. Fitch has also upgraded HRG's senior secured debt to 'BB-/RR2' from 'B/RR4'. A full list of rating actions follows at the end of this press release. KEY RATING DRIVERS - IDR The revised Outlook follows the completion of several transactions recently executed by HRG, which have improved the company's credit profile, in Fitch's view. These transactions have resulted in a stronger capital structure and a more diversified ownership base for the company. The Positive Outlook is further supported by the stable performance of HRG's underlying businesses. While these factors are positive from a quantitative perspective, more immediate upward rating momentum is tempered by HRG's limited track record of operation under more conservative financial metrics, combined with the potential for opportunistic acquisitions or other activities which could alter HRG's risk profile. The recent conversion of the company's $391 million (accreted par value) of outstanding preferred stock into common shares improves HRG's leverage, as calculated by Fitch. The preferred stock was not awarded any equity credit under Fitch's analysis, due to its cumulative 8% dividend and cash redemption in 2018. Pro forma for the preferred share conversion, Fitch estimates HRG's debt-to- equity ratio is 0.8x, down significantly from to 2.2x as of March 31, 2014. The conversion also eliminates $32 million in annual dividends and removes a significant cash obligation that was due in 2018. The company recently announced that its tender offer to convert a portion of its senior secured debt into senior unsecured debt was successful. This transaction improves the company's debt maturity profile and funding flexibility given that a greater portion of HRG's balance sheet is now unencumbered. Once the tender offer is completed, the company will have approximately $604 million of senior secured notes due July 2019 and $550 million of senior unsecured notes due January 2022. Over the past several quarters, Leucadia National Corp. ('BBB-', Outlook Stable) has accumulated a significant ownership stake in Harbinger, equal to approximately 20% of outstanding shares. The increased diversity in HRG's ownership group is viewed positively by Fitch. In particular, the percentage of shares owned by Harbinger Capital Partners LLC and its affiliates has been reduced to 21%, down significantly from prior amounts. The concentration of ownership in a hedge fund operated by the CEO of HRG has historically been viewed as a rating constraint. Fitch expects HRG's interest coverage to remain in the 1.0x to 1.5x range over the near to intermediate term. This ratio has improved over the past two years due to higher dividend distributions by the company's subsidiaries. The FY 2013 coverage ratio of 1.7x was elevated due to large nonrecurring distributions from Fidelity & Guaranty Life Holdings, Inc. (F&G, 'BB', Outlook Stable) as well as the EXCO/HGI JV. HRG's liquidity position benefits from holding company cash of $372 million (as of March 31, 2014), although a portion of this cash balance is expected to be used for acquisitions and/or to fund shareholder distributions over time. Harbinger's recently announced authorization for a $100 million share repurchase program is viewed negatively by Fitch. However, even if executed in full, the buyback would have a relatively modest impact on the firm's leverage. Fitch expects the potential impact on the debt-to-equity ratio to remain under 10 basis points. KEY RATING DRIVERS - Senior Secured Debt The upgrade of HRG's senior secured debt to 'BB-/RR2' from 'B/RR4' reflects improved coverage ratios and recovery prospects as a result of the reduction in total secured debt outstanding. Recovery prospects are further enhanced by continued growth in the value of the company's equity investments, although this is largely due to market appreciation, which can reverse under stress. KEY RATING DRIVERS - Senior Unsecured Debt Harbinger's unsecured debt is effectively subordinated to the company's senior secured debt, which has a blanket lien on most of the company's assets. After the conversion of secured debt, Fitch estimates the proportion of unsecured debt to total debt will improve to 48% from 13%. While Fitch views the reduction in balance sheet encumbrance positively, it continues to assign an 'RR4' Recovery Rating to the unsecured debt, based on its analysis of Harbinger's balance sheet investments. This results in equalization of the senior unsecured debt rating with the IDR of 'B'. RATING SENSITIVITIES - IDR In resolving the Positive Rating Outlook, Fitch will primarily focus on HRG's ability to maintain or improve its current financial metrics, while deploying existing cash balances in a measured manner which does not adversely impact the company's risk profile or materially alter its operating strategy. The following developments could result in potential long-term upward rating momentum in HRG's IDR: -- Prudent deployment of balance sheet cash and further diversification of investments; -- Improvement in parent company interest coverage to over 1.5x on a sustained basis; -- Leverage (debt-to-equity) at the parent level maintained at or below current levels, reflective of the recent capital actions. The following drivers could result in downward pressure on HRG's IDR and/or removal of the Positive Rating Outlook: -- Increase in risk appetite in the company's future cash deployment; -- Significant increase in parent company leverage; -- A sustained reduction in interest coverage below 1.0x; -- Deterioration in operating performance at any of HRG's significant subsidiaries, which results in a material decline in their value, dividend capacity and/or credit ratings. RATING SENSITIVITIES - Senior Secured Debt The senior secured debt rating of 'BB-/RR2' is sensitive to potential changes in the company's IDR. Furthermore, the secured debt rating is sensitive to changes in the level of available asset coverage. Fitch has assigned a 'RR2' Recovery Rating to HRG's secured debt, which results in a two-notch uplift from the IDR. RATING SENSITIVITIES - Senior Unsecured Debt The senior unsecured debt rating of 'B/RR4' is sensitive to potential changes in the company's IDR. Furthermore, the unsecured debt rating is sensitive to changes in the level of available asset coverage. Fitch has assigned a Recovery Rating of 'RR4' on HRG's unsecured debt, which results in equalization with the IDR. HRG is a publicly traded investment holding company with consolidated assets of $29.3 billion. HRG was established as a permanent capital vehicle to obtain controlling equity interests in established, dividend-paying businesses that operate across a diversified set of industries. The company currently operates in four business segments: consumer products through its 59% ownership in Spectrum Brands, insurance through its 80% ownership in F&G, the EXCO/HGI JV, an energy partnership, and Salus, an asset based lending business. Fitch has affirmed the following ratings: Harbinger Group, Inc. -- Long-term IDR at 'B', Outlook to Positive from Stable; -- Senior unsecured notes at 'B/RR4'. Fitch has upgraded the following ratings: Harbinger Group, Inc. -- Senior secured notes to 'BB-/RR2' from 'B/RR4'. HDOS ENTERPRISES: Court Okays Littler Mendelson as Labor Counsel ---------------------------------------------------------------- HDOS Enterprises sought and obtained permission from the Hon. Neil W. Bason of the U.S. Bankruptcy court for the U.S. Bankruptcy Court for the Central District of California to employ Littler Mendelson as special employment and labor law counsel. The Debtor requires the advice and assistance of Littler Mendelson in connection with labor and employment law matters as may arise during the case. Littler Mendelson has performed services for the Debtor since 2007. Debtor would like to be able to call upon the lawyers at the firm to provide labor and employment advice and counseling, should the need arise. Littler Mendelson will be paid at these hourly rates: Attorneys $200-$400 Non-Attorneys $100-$135 Littler Mendelson will also be reimbursed for reasonable out-of- pocket expenses incurred. The Court has tentatively approved an interim fee procedure pursuant to which would allow the payment of 80% of fees and 100% of costs to be billed monthly and paid, absent an objection. Liliya Stanik, associate of Littler Mendelson, 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. Littler Mendelson can be reached at: Liliya Stanik, Esq. LITTLER MENDELSON 501 W. Broadway, Suite 900 San Diego, CA 92101 Tel: (619) 515-1857 Fax: (619) 232-4302 E-mail: lstanik@littler.com 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. HDOS ENTERPRISES: Greenberg Traurig Approved as ESOP Counsel ------------------------------------------------------------ HDOS Enterprises sought and obtained permission from the Hon. Neil W. Bason of the U.S. Bankruptcy court for the U.S. Bankruptcy Court for the Central District of California to employ Greenberg Traurig, LLP as special counsel. The Debtor requires Greenberg Traurig to: (a) advise on issues related to the ESOP in connection with any restructuring transaction entered into during the course of this chapter 11 case; (b) assist with any other ESOP related issues that arise during the course of this case; and (c) other corporate matters as requested by the Debtor and agreed to by Greenberg Traurig. Greenberg Traurig will be paid at these hourly rates: Marc R. Baluda $795 Brandon G. Feingold $595 Jeffrey S. Kahn $780 Howard J. Steinberg $920 Shareholders $270-$1,150 Of Counsel $350-$1,115 Associates $150-$735 Legal Assistants/ Paralegals $95-$360 Greenberg Traurig will also be reimbursed for reasonable out-of- pocket expenses incurred. Marc R. Baluda, shareholder of Greenberg Traurig, 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. Greenberg Traurig can be reached at: Marc R. Baluda, Esq. GREENBERG TRAURIG, LLP Four Embarcadero Center, Suite 3000 San Francisco, CA 94111 Tel: (415) 655-1300 Fax: (415) 707-2010 E-mail: baludam@gtlaw.com 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. HDOS ENTERPRISES: Hires Kacvinsky Daisak as IP Counsel ------------------------------------------------------ HDOS Enterprises asks for authorization from the U.S. Bankruptcy Court for the Central District of California to employ Kacvinsky Daisak Bluni PLLC as special counsel. Kacvinsky Daisak will assist the Debtor in connection with its trademark and related intellectual property matters in the various countries in which the Debtor operates and considers operating. Elise Tenen-Aoki will be the primary attorney who will handle all matters for the Debtor. Her billing rate is $400 per hour. Kacvinsky Daisak will also be reimbursed for reasonable out-of- pocket expenses incurred. Ms. Tenen-Aoki, of counsel to Kacvinsky Daisak, 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. Kacvinsky Daisak can be reached at: Elise Tenen-Aoki, Esq. KACVINSKY DAISAK BLUNI PLLC 14271 Jeffrey Road, Suite 313 Irvine, CA 92620 Tel: (949) 705-6856 Fax: (919) 999-2798 E-mail: etenenaoki@kdbfirm.com 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. HOUSTON REGIONAL: Comcast Wants Dist. Court to Hear Astros Suit --------------------------------------------------------------- David Barron, writing for The Houston Chronicle, reported that in the Chapter 11 case of CSN Houston, attorneys for Comcast and former Astros owner Drayton McLane have filed motions asking that the lawsuit filed against them by Astros owner Jim Crane's Houston Baseball Partners ownership group be heard by U.S. District Judge Lynn Hughes, not by Bankruptcy Judge Marvin Isgur. As reported by the Troubled Company Reporter on March 14, 2014, Houston Baseball Partners filed its Original Petition in the District Court of Harris County, Texas, 80th Judicial District on Nov. 21, 2013. On Nov. 29, the Comcast Defendants filed a Notice of Removal in the U.S. Bankruptcy Court. The Comcast Defendants filed nothing in the District Court for the Southern District of Texas. Houston Baseball Partners has asked the Bankruptcy Court to remand its lawsuit, which names as defendants McLane Champions, LLC, R. Drayton McLane, Jr., Comcast Corporation and NBCUniversal Media, LLC, to the 80th Judicial District Court, Harris County, Texas. Comcast and NBCUniversal, however, argue that the U.S. District Court for the Southern District of Texas has original jurisdiction over the adversary proceeding under 28 U.S.C. Sec. 1334(b). According to the Houston Chronicle report, Comcast says the issues in the case, in which Crane and his partners accuse McLane and Comcast of conspiring to withhold information about CSN Houston from Crane during negotiations to sell the team, are "non-core" to the bankruptcy case and thus should be moved to district court. They also say that moving the case to Judge Hughes' court would expedite the bankruptcy process, and they note that Houston Baseball Partners has requested a jury trial in the case. The report says McLane's attorneys support moving the case to Judge Hughes' court, in part because Judge Isgur has said he lacks jurisdiction to hear a breach of contract charge against McLane Champions, the corporate name for the entity that owned the Astros when they were owned by the McLane family. Judge Hughes, they say, would have authority to hear the entire case. Mr. Barron also reported that a June 12 status conference and a June 23 hearing have been scheduled in the Houston Baseball Partners' lawsuit. Both are scheduled before Judge Isgur. Mr. Barron also reported that McLane Champions has filed suit in federal court in Waco, Texas, against National Union Fire Insurance Co. of Pittsburgh. McLane claims that National Union has failed to meet the terms of a policy purchased by McLane Champions that provides coverage for management liability, professional liability and other causes. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. It has won approval to hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo, Esq., as counsel. It also hired Conway MacKenzie, Inc., as financial advisor. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. HOVNANIAN ENTERPRISES: Incurs $7.9-Mil. Net Loss in 2nd Quarter --------------------------------------------------------------- Hovnanian Enterprises, Inc., reported a net loss of $7.90 million on $449.92 million of total revenues for the three months ended April 30, 2014, as compared with net income of $1.31 million on $422.99 million of total revenues for the same period in 2013. For the six months ended April 30, 2014, the Company reported a net loss of $32.42 million on $813.97 million of total revenues as compared with a net loss of $9.99 million on $781.20 million of total revenues during the prior year. The Company's balance sheet at April 30, 2014, showed $1.83 billion in total assets, $2.30 billion in total liabilities and a $462.51 million total deficit. "We launched our national sales campaign, Big Deal Days, in March and were encouraged by the 728 net contracts signed during the month of March 2014, the highest level of monthly net contracts since April 2008. In addition, the 3.6 net contracts per active selling community in March was the highest level of monthly net contracts per community since September 2007," stated Ara K. Hovnanian, Chairman of the Board, president and chief executive officer. "However, our sales pace during April and May was choppy and the total monthly sales pace per active selling community in both months fell short of last year's levels." "We were pleased with the revenue growth, as well as improvements in our gross margin, that we reported for the second quarter of fiscal 2014," stated J. Larry Sorsby, chief financial officer and executive vice president. "In order to drive future revenue growth, we have invested in growing our community count. The related general and administrative costs to support these new community openings are hitting our SG&A costs today even though those communities are not yet delivering homes. As a result, our ratio of SG&A to total revenues is higher than normal. As we generate revenues from our increased community count, we will be able to leverage our total SG&A expenses and over time should return to a normalized SG&A ratio of approximately 10%," stated Mr. Sorsby. A full-text copy of the press release is available for free at: http://is.gd/t4nuy8 A full-text copy of the Form 10-Q is available for free at: http://is.gd/WpMuqN About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. Hovnanian Enterprises posted net income of $31.29 million on $1.85 billion of total revenues for the year ended Oct. 31, 2013, as compared with a net loss of $66.19 million on $1.48 billion of total revenues during the prior year. * * * As reported by the Troubled Company Reporter on April 25, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'. "The upgrade reflects strengthening operating performance supported by the broader recovery in the housing market that, we believe, should support modest profitability in 2013," said Standard & Poor's credit analyst George Skoufis. In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-' from 'CCC'. The upgrade and the Stable Outlook reflects HOV's operating performance year-to-date (YTD), adequate liquidity position, and moderately better prospects for the housing sector during the remainder of this year and in 2014. As reported by the TCR on Jan. 9, 2014, Moody's Investors Service raised the Corporate Family Rating of Hovnanian Enterprises, Inc., to B3 from Caa1. The upgrade of the Corporate Family Rating to B3 reflects Hovnanian's improved financial performance including improvement in interest coverage to slightly above 1x and finally turning net income positive for the fiscal year 2013. INFINIA CORP: Plan of Liquidation Declared Effective ---------------------------------------------------- Infinia Corporation, and Powerplay Solar I, LLC, notified the U.S. Bankruptcy Court for the District of Utah that the Effective Date of their Plan of Liquidation dated Feb. 24, 2014, occurred on May 14, 2014. The Court entered an order confirming the Plan on April 14. As reported in the Troubled Company Reporter on May 16, 2014, Gil A. Miller of Rocky Mountain Advisory, the Debtors' professional accountants and tax advisors in the bankruptcy cases, will serve as the initial liquidating trustee. In its findings and conclusions regarding the Plan, the Court affirmed that all of the applicable requirements for confirmation set forth in 11 U.S.C. Sec. 1129 have been satisfied. All classes of claims have accepted the Plan. According to Debtor's counsel Steven C. Strong, of Parsons Kinghorn Harris, only holders of claims in Class 1 (priority claims) and Class 4 (general unsecured claims) submitted qualified ballots, and the two classes accepted the Plan by affirmative vote of more than two-thirds in amount and more than one-half in number of the allowed claims in each class. Equity holders, which are not receiving anything, were deemed to reject the Plan. The Internal Revenue Service submitted an objection to confirmation but later withdrew the objection following negotiations with the Debtor. The IRS objection suggested that Infinia should have filed Form 945 returns (regarding withholdings from nonpayroll distributions) with the IRS for the tax years ending December 31, 2012 and December 31, 2013. Infinia has argued that it is no longer responsible for filing those returns after Infinia changed the way its 401(k) plan was administered in December 2011. The Debtors are represented by: George Hofmann, Esq. Steven C. Strong, Esq. PARSONS KINGHORN HARRIS A Professional Corporation 111 East Broadway, 11th Floor Salt Lake City, UT 84111 Tel: (801) 363-4300 E-mails: gbh@pkhlawyers.com scs@pkhlawyers.com About Infinia Corp. Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of a solar generation project in Yuma, Arizona, commenced Chapter 11 cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to sell the facility to their lender. The Debtors estimated assets and debts of at least $10 million. Infinia Corp. is represented by George Hoffman, Esq., Steven C. Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com and scs@pkhlawyers.com -- of Parsons Kinghorn Harris. PowerPlay Solar I is represented by Troy J. Aramburu, Esq. and Jeff D. Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of Snell & Wilmer L.L.P. A four-member panel has been appointed in the case as the official unsecured creditors committee, composed of Petersen Incorporated, Intertek Testing Services, NA, Inc., ATL Technology, LLC, and LeanWerks. INT'L FOREIGN EXCHANGE: Has Until Aug. 12 to File Liquidating Plan ------------------------------------------------------------------ Bankruptcy Judge Robert E. Gerber extended International Foreign Exchange Concepts Holdings, Inc., et al.'s exclusive periods to file a chapter 11 plan until Aug. 12, 2014, and solicit acceptances for that plan until Oct. 12. The Debtors, in their second motion, stated they hope to file a liquidating plan with respect to IFEC LP and FXC (the Plan Debtors) in the near future. The Plan is fully drafted, but the Plan Debtors are still awaiting comments on the Plan from major constituencies. According to the Debtors, the exclusive periods will provide them time to continue to work through the various matters and allow the Plan Debtors to resolve the matters to the extent necessary for the Plan to be confirmed. The Debtors said they are not yet in a position to file a plan on behalf of IFEC because the Internal Revenue Service filed a claim for $17,773,465 against IFEC, and asserted that over $16 million of that amount was entitled to priority pursuant to Section 507(a)(8) of the Bankruptcy Code. The Debtors have begun discussions with the IRS to resolve the IRS Claim, which the Debtors believe should be zero, but, because IFEC does not have the ability to pay that priority claim, it cannot file a plan until the IRS Claim is resolved. About International Foreign Exchange International Foreign Exchange Concepts Holdings, Inc., and International Foreign Exchange Concepts, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 13-13380) on Oct. 17, 2013. Judge Robert Gerber oversees the case. Counsel to the Debtors is Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in Stamford, Connecticut. The Debtors' restructuring advisors is CDG Group. DiConza Traurig LLP serves as conflicts counsel. The Debtors' special counsel is Withers Bergman LLP. The Debtors' notice, claims, solicitation and balloting agent is Logan & Company, Inc. Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L. Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth & Zabel LLP, in New York. International Foreign Exchange Concepts Holdings Inc., the parent of investment adviser FX Concepts LLC, sold assets for $7.48 million to Ruby Commodities Inc., at an auction held Nov. 25, 2013. The sale was an old-fashioned auction with the assets first offered in six lots and then in bulk. The piecemeal auction fetched combined bids of $3.38 million. When the assets were offered in bulk, Ruby came out on top with an offer of $7.48 million, which the bankruptcy court in New York approved Nov. 26. IOWA GAMING: Bankruptcy Hearing Could Delay Argosy Casino Closure ----------------------------------------------------------------- Kayah Gausman, writing for KTIV.com, reported that all of the players in the Woodbury County gaming license legal battle appeared in a courtroom in Reading, Pennsylvania, in the first day of proceeding dealing with Penn National Gaming's decision to file bankruptcy on part of the Argosy Casino. According to the report, the Argosy is scheduled to close July first, based on a decision by the Iowa Racing and Gaming Commission. However, Penn National Gaming, has filed for Chapter 11 bankruptcy, which may postpone the closing as long as the matter is in court, the report related. About Iowa Gaming Iowa Gaming Company, LLC, and Belle of Sioux City, L.P., sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 14-13904) in Reading, Pennsylvania, on May 14, 2014 following a decision by the Iowa Racing and Gaming Commission to close down Belle's casino by July 2014. Belle of Sioux City has owned and operated the Argosy riverboat casino in Sioux City, Iowa since 1994. Iowa Gaming is Belle's general partner, and it is an indirect subsidiary of Penn National Gaming, Inc. Iowa Gaming and Penn manage Belle, and they operate out of Penn's corporate offices located in Wyomissing, Pennsylvania. The Debtors have tapped Stevens & Lee, P.C. as counsel; Quinn Emanuel Urquhart & Sullivan, LLP, as co-counsel; and Province, Inc. as financial advisor. Belle and Iowa Gaming each estimated at least $50 million in assets and less than $10 million in liabilities. According to Belle's financial records, Belle has an intercompany receivable of $47 million from Penn National. LATEX FOAM: Section 341(a) Meeting Scheduled for June 30 -------------------------------------------------------- A meeting of creditors in the bankruptcy case of Latex Foam International, LLC, will be held on June 30, 2014, at 9:00 a.m. at Office of the UST. Creditors have until Sept. 29, 2014, to submit their proofs of claim. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Latex Foam Headquartered in Shelton, Connecticut, Latex Foam International, LLC manufactures foam mattresses and component mattresses. The 196-employee company produces mattress cores, toppers, and pillow buns utilizing both the Talaway and Dunlop manufacturing processes. LFI and four affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport, Connecticut, on May 30, 2014. David Fisher signed the petitions as president. The Debtors are seeking joint administration of their cases. LFI estimated $10 million to $50 million in assets and debt. Judge Alan H.W. Shiff presides over the cases. James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and Zeisler, serve as the Debtors' counsel. LEVEL 3 COMMUNICATIONS: S&P Raises CCR to 'B+'; Outlook Stable -------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on Broomfield, Co.-based telecommunications provider Level 3 Communications Inc. (Level 3) and related entities by one notch, including the corporate credit rating to 'B+' from 'B'. All ratings were removed from CreditWatch, where they had been placed with positive implications on May 16, 2014. The outlook is stable. Level 3 reported about $8.4 billion of debt outstanding at March 31, 2014. "The upgrade reflects a more favorable view of business risk based on our expectation for continuing growth in CNS revenue, especially enterprise CNS, which we view as the company's most stable product set," said Standard & Poor's credit analyst Richard Siderman. "We anticipate that higher CNS revenues will largely supplant declining results from the commodity-like wholesale voice segment," added Mr. Siderman. "Our assessment of the company's business risk profile recognizes that the telecom/data transport sector is characterized by intense competition and a history of price compression. Level 3 competes with a large number of telecom providers, including many that are far bigger and have greater financial resources, for example, AT&T and Verizon, as well as dozens of national telephone companies. Overcapacity remains a factor on certain long-haul routes from the significant amount of fiber-optic capacity installed over the past two decades. Further, Internet Protocol (IP)-based technologies, along with dense wave division multiplexing (DWDM), which enables multiple light wavelengths on a single optical fiber, have increased supply by boosting the amount of data that can be sent over existing fiber-optic cables. The industry has experienced periods of steep price decline for certain transport and wholesale products; while pricing for most CNS products has recently been fairly stable, price compression remains a potential risk factor, in our opinion," S&P noted. LOUDOUN HEIGHTS: Court Cancels Hearing on FBJ Employment Bid ------------------------------------------------------------ The Bankruptcy Court has canceled the hearing on Loudoun Heights, LLC's motion to employ FBJ Farm & Timber, LLC as land manager and consultant. On May 13, 2014, the Debtor voluntarily withdrew its application. As reported in the Troubled Company Reporter on March 12, 2014, Judy A. Robbins, U.S. Trustee for Region 4, asked that the Court deny approval of the employment of FBJ Farm. The U.S. Trustee explained that the Debtor must provide additional information to show that Joseph Bane is not in control of both the Debtor and FBJ Farm. Further, the Debtor must be required to show that the proposed commission, which may total over half a million dollars, is reasonable. In a separate filing, creditor M&T Bank asserted in its objection that FBJ is an apparent insider of the Debtor, and it is premature to hire FBJ as it has not been shown that the firm's services will be required. On Feb. 19, 2014, the Debtor filed the employment application, saying FBJ will oversee the construction and maintenance of the two proposed public trails and perform other land management and conservation-related tasks as necessary. The Debtor's two adjacent properties located on Harper's Ferry Road in Loudoun County, Virginia, are: a. a 166.49 acre property, comprised of five parcels, that was transferred to the Debtor in November 2008 by Little Piney Run Estates, LLC, a Virginia limited liability company owned by Joseph L. Bane, Jr., Jerome Guyant, and Dean Morehouse; and b. a 313-acre property, Loudoun County PIN #507-17-3739-001, that abuts a section of the 166.49 acre property, and was conveyed to the Debtor by The Robert and Dee Leggett Foundation, a 501(C) charity that became a member of the Debtor in November of 2007. FBJ seeks to be paid a 10% commission on the Debtor's sales of its trail easements, stream credits, and conservation easements, subject to approval by the Court, plus reimbursement of direct expenses including but not limited to machinery rental costs, fuel, and agricultural and construction materials and supplies The Debtor pointed out that FBJ is comprised of Frederick C. Calhoun, Jr., who is the managing member and holds a 45% interest, James B. Bane, with a 45% interest, and Joseph L. Bane, Jr., with a 10% interest. Mr. Bane is the designated manager of the Debtor, and has an ownership interest in the Debtor through Little Piney Run Estates, LLC. To the best of the Debtor's knowledge, FBJ is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtor is represented by: Frank Bredimus, Esq. The Law Office of Frank Bredimus, PLLC P.O. Box 535 Hamilton, VA 20159 Tel: (571) 344-2278 Fax: (540) 751-1008 E-mail: fbredimus@aol.com About Loudoun Heights Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-15588) on Dec. 16, 2013. The Debtor disclosed total assets of $13.10 million and total debts of $4.84 million. The petition was signed by Joe Bane as sole manager. Frank Bredimus, Esq., at Law Office of Frank Bredimus, serves as the Debtor's counsel. Judge Brian F. Kenney presides over the case. As reported in the Troubled Company Reporter on April 22, 2014, the Debtor in early April filed an amended disclosure statement explaining its proposed plan of reorganization. According to the disclosure statement, all classes of creditors will be paid in full. The proceeds from the sale of the Debtor's assets will be sufficient to pay the Claims of all secured, priority unsecured and general unsecured creditors, and court-approved professionals. The Debtor expects $4.37 million to $9.92 million in revenue from the sale of all assets. LOUDOUN HEIGHTS: Thorne Consultants Approved as Appraiser --------------------------------------------------------- The Bankruptcy Court authorized Loudoun Heights, LLC, to employ Oakleigh Thorne of Thorne Consultants, Inc., as appraiser. The Debtor, in its motion, stated that Mr. Thorne, a principal of Thorne Consultants, Inc., has more than 40 years experience performing appraisal services in the northern Virginia area and will provide valuable assistance to the Debtor in establishing valuations for real property, land easements, conservation easements, and trail easements. To the best of the Debtor's knowledge, the appraiser is a "disinterested person" and therefore is qualified for employment under 11 U.S.C. Sec. 327. About Loudoun Heights Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-15588) on Dec. 16, 2013. The Debtor disclosed total assets of $13.10 million and total debts of $4.84 million. The petition was signed by Joe Bane as sole manager. Frank Bredimus, Esq., at Law Office of Frank Bredimus, serves as the Debtor's counsel. Judge Brian F. Kenney presides over the case. As reported in the Troubled Company Reporter on April 22, 2014, the Debtor in early April filed an amended disclosure statement explaining its proposed plan of reorganization. According to the disclosure statement, all classes of creditors will be paid in full. The proceeds from the sale of the Debtor's assets will be sufficient to pay the Claims of all secured, priority unsecured and general unsecured creditors, and court-approved professionals. The Debtor expects $4.37 million to $9.92 million in revenue from the sale of all assets. MARYLAND LUMBER: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Western Maryland Lumber, Inc. 14-19274 45 Locust Lane Barton, MD 21521 Nature of Business: Timber Company Western Maryland Transport, Inc. 14-19275 45 Locust Lane Barton, MD 21521 Nature of Business: Coal Hauling Chapter 11 Petition Date: June 6, 2014 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Paul Mannes Debtors' Counsel: Gary H. Leibowitz, Esq. COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. 300 E. Lombard Street, Suite 2000 Baltimore, MD 21202 Tel: (410) 528-2971 Fax: (410) 230-0667 Email: gleibowitz@coleschotz.com Debtors' Special GEPPERT, MCMULLEN, PAYE & GETTY, P.C., Litigation 21 Prospect Square Counsel: Cumberland, MD 21502 Debtors' ALLEGANY BUSINESS CONSULTING Financial 303 Paca Street, Cumberland MD 21502 Advisor: Estimated Estimated Assets Liabilities ---------- ----------- Western Maryland Lumber $1MM-$10MM $1MM-$10MM Western Maryland Transport $1MM-$10MM $1MM-$10MM The petition was signed by Vickie J. Wilhelm, president. A list of Western Maryland Lumber's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb14-19274.pdf A list of Western Maryland Transport's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mdb14-19275.pdf MEN'S WEARHOUSE: Moody's Assigns B2 Rating on $600MM Senior Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to The Men's Wearhouse, Inc.'s proposed $600 million senior unsecured notes due 2022. Moody's affirmed the Ba3 Corporate Family Rating and Probability of Default Rating, as well as the Ba2 rating to the company's $1.1 billion senior secured term loan B. The SGL-2 Speculative Grade Liquidity rating was affirmed and the rating outlook remains stable. The B2 rating assigned to the $600 million senior unsecured notes due 2022 reflects its unsecured position, ranking behind a meaningful amount of secured debt in the company's capital structure comprised primarily of the $1.1 billion senior secured term loan B and the $500 million secured asset based revolving credit facility. Men's Wearhouse will utilize the proceeds from $600 million of senior unsecured notes, the $1.1 billion term loan, and cash on hand to fund the acquisition of Jos. A. Bank Clothiers, Inc. ("Jos. A. Bank") for $1.8 billion and to fund fees and expenses associated with the transaction. The following ratings were assigned: $600 million senior unsecured notes due 2022 at B2 (LGD 5, 84%) The following ratings were affirmed: Corporate Family Rating at Ba3 Probability of Default Rating at Ba3-PD $1.1 billion senior secured term loan B due 2021 at Ba2 (LGD 3, 38%) Speculative Grade Liquidity Rating at SGL-2 Rating Rationale Men's Wearhouse Ba3 Corporate Family Rating reflects its meaningful scale in the men's apparel industry following the Jos. A. Bank acquisition, with over 1700 stores in North America and revenue of $3.5 billion. While the company operates in a relatively narrow segment of the apparel industry, primarily selling suits and related products, Moody's believe this category has less fashion risk than most segments of apparel retailing. The rating also reflects the diversification benefits of operating separate brands; while the product mix of Men's Wearhouse and Jos. A. Bank is substantially similar, each brand focuses on a different demographic. The rating is constrained by the high initial debt burden on the company with LTM debt/EBITDA in the mid five times range. While initial leverage is high, Moody's expect the company will reduce leverage below five times within 12 to 18 months from closing of the acquisition through the realization of cost savings, as well as reducing absolute debt levels from free cash flow. Moody's believe the cost saving synergies that management has estimated at $100-150 million are realistic and can be realized over the next few years. The SGL-2 Speculative Grade Liquidity rating reflects Moody's expectations the company will maintain a good liquidity profile. The company is expected to maintain modest cash balances as cash flow is used to fund investments in the business, restructuring costs that arise in the initial integration of Jos. A. Bank, then to be utilized to fund debt repayment. The company will have access to a $500 million asset based revolver which is expected to have limited utilization beyond funding seasonal working capital needs. The company's secured term loan will also have no financial maintenance covenants. The stable rating outlook reflects Moody's expectations Men's Wearhouse will be able to integrate Jos. A. Bank with limited disruption and that it will substantially achieve its expected run-rate synergies of $100-150 million in the next few years. The stable rating outlook also contemplates that free cash flow will be utilized to reduce debt over time. Ratings could be upgraded if the company demonstrates successful integration of the Jos. A. Bank acquisition which would be evidenced by improved operating margins for the combined company reflecting the achievement of a meaningful portion of its targeted synergies. The company would also need to make progress reducing absolute debt levels from the high levels at the close of the transaction. Quantitatively ratings could be upgraded if debt/EBITDA was below 4.25 times and interest coverage exceeded 2.75 times while maintaining a good overall liquidity profile. Ratings could be downgraded if the integration of Jos. A. Banks were to encounter meaningful execution issues. In view of the high initial debt burden there is no room for financial policies to become more aggressive, such as utilizing free cash flow for share repurchases or further acquisitions. Quantitatively ratings could be downgraded if Moody's expected debt/EBITDA to be sustained above 5 times for an extended period. Headquartered in Fremont, California, Men's Wearhouse operates 1,124 in North American under the Men's Wearhouse, K&G and Moores brands. Jos. A. Bank Clothiers, Inc sells its full product line through 629 stores in 44 states and the District of Columbia as well as its website. Combined revenue for the companies is approximately $3.5 billion. The principal methodology used in this rating was the Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MEN'S WEARHOUSE: S&P Rates Proposed $600MM Unsecured Notes 'B-' --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B-' issue-level and '6' recovery ratings to Houston-based The Men's Wearhouse Inc.'s proposed $600 million senior unsecured notes due 2022. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. The net proceeds from the offering, together with borrowings on the company's new credit facilities and cash on hand, will be used to finance the acquisition of Jos. A Bank. The 'B+' corporate credit rating on The Men's Wearhouse reflects the company's participation in the highly competitive and widely fragmented men's specialty apparel retail segment, good brand recognition, and smaller relative size to primary competitors, which include moderate department stores. The rating also incorporates S&P's forecast of relatively consistent cash flow generation, debt to EBITDA in the upper-4x area, funds from operations to total debt in the low-double digits, and interest coverage in the low-3x area over the next year. RATINGS LIST The Men's Wearhouse Inc. Corporate Credit Rating B+/Stable/-- New Rating The Men's Wearhouse Inc. $600M senior unsecured notes B- due 2022 Recovery Rating 6 MGM RESORTS: Stockholders Elected 11 Directors ---------------------------------------------- MGM Resorts International held its annual meeting of stockholders on June 5, 2014, at which the stockholders: (1) elected Robert H. Baldwin, William A. Bible, Mary Chris Gay, William W. Grounds, Alexis M. Herman, Roland Hernandez, Anthony Mandekic, Rose McKinney-James, James J. Murren, Gregory M. Spierkel and Daniel J. Taylor to the Board of Directors; (2) ratified the Selection of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for the year ending Dec. 31, 2014; (3) approved, on an advisory basis, the compensation of the Company's named executive officers; and (4) approved amendments to the Amended and Restated 2005 Omnibus Incentive Plan. About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50 percent investments in four other properties in Nevada, Illinois and Macau. MGM Resorts reported a net loss attributable to the Company of $156.60 million in 2013 following a net loss attributable to the Company of $1.76 billion in 2012. As of March 31, 2014, the Company had $25.35 billion in total assets, $17.52 billion in total liabilities and $7.82 billion in total stockholders' equity. Bankruptcy Warning "The agreements governing our senior secured credit facility and other senior indebtedness contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. Covenants governing our senior secured credit facility and certain of our debt securities restrict, among other things, our ability to: * pay dividends or distributions, repurchase or issue equity, prepay certain debt or make certain investments; * incur additional debt; * incur liens on assets; * sell assets or consolidate with another company or sell all or substantially all assets; * enter into transactions with affiliates; * allow certain subsidiaries to transfer assets; and * enter into sale and lease-back transactions. Our ability to comply with these provisions may be affected by events beyond our control. The breach of any such covenants or obligations not otherwise waived or cured could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our long-term indebtedness. Any default under our senior secured credit facility or the indentures governing our other debt could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt, and could force us to seek protection under the bankruptcy laws," the Company stated in the 2013 Annual Report. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Oct. 15, 2012, Fitch Ratings has affirmed MGM Resorts International's (MGM) Issuer Default Rating (IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise) IDR at 'B+'. MONTANA ELECTRIC: Confirmation Hearing Set for June 13 ------------------------------------------------------ Southern Montana Electric Generation and Transmission Cooperative, Inc., on May 16, 2014, submitted a Second Amended Disclosure Statement for its Plan of Reorganization. In an earlier filing, the Debtor also notified the Bankruptcy Court that the hearing on the confirmation of their Amended Plan of Reorganization dated May 12, 2014, is now scheduled for June 13, 2014, at 9:00 a.m. The Court on May 15 conditionally approved the Disclosure Statement explaining the plan dated May 12. According to the Second Amended Disclosure Statement, the Plan is filed with the support of the four remaining members of the Debtor consisting of Tongue River Electric Cooperative, Inc. located in Ashland, Montana; Fergus Electric Cooperative, Inc. located in Lewistown, Montana; Mid-Yellowstone Electric Cooperative, Inc., located in Hysham, Montana; and Beartooth Electric Cooperative, Inc. located in Red Lodge, Montana. The Plan is also supported by all of the secured noteholders of the Debtor consisting of The Prudential Insurance Company of America, Universal Prudential Arizona Reinsurance Company, Prudential Investment Management, Inc. as successor in interest to Forethought Life Insurance Company, and Modern Woodmen of America. Finally, incorporated within the Plan is a settlement reached with all of the Construction Lienholders which recorded mechanic liens against property of the Estate. The Plan reflects a comprehensive settlement among the Debtor, the Members and the Noteholders which, from an Estate perspective, substantially improves upon the terms of a negotiated settlement between the Noteholders and the Trustee. The Plan resolves the issue of the value of the Noteholders' collateral and eliminates the Noteholders' current claim for a $46 million "make-whole amount". The settlement reached with the Noteholders will result in a material reduction of the Noteholders' debt, interest rate relief for Reorganized Southern, and a much shorter term within which the Noteholders' restructured debt is repaid. The Plan also provides for recoveries to other secured creditors and distributions to unsecured creditors that are equal to if not greater than what they would receive if the Debtor were to be liquidated. The Debtor submits that the most likely alternative to the Plan is conversion of the Debtor's case to a case under chapter 7 of the Bankruptcy Code, and correspondingly, years of uncertain and costly litigation among major constituents in the case. A copy of the Second Amended Disclosure Statement is available for free at http://bankrupt.com/misc/SOUTHERNMONTANA_1370_2ds.pdf In a separate filing, the Debtor said that, by its withdrawal of the Trustee Freeman Plans of Reorganization, it does not withdraw the Trustee's Disclosure Statement for the Trustee's Third Amended Plan of Reorganization, or any exhibits and attachments to the approved Disclosure Statement (except for the Trustee's Third Amended Chapter 11 Plan affixed thereto), which Disclosure Statement, were approved by the Court on Oct. 1, 2013. The Plans filed by the Trustee Freeman include: 1. the Plan filed on Feb. 15, 2013; 2. the First Amended Plan on Aug. 14, 2013; 3. the Second Amended Plan on Sept. 12, 2013; and 4. the Third Amended Plan dated Sept. 23, 2013. In May, the Debtor also filed a Reorganization Plan Supplement, and reserved the right to modify the Plan until the date of confirmation. The Supplement includes these documents: 1. Corporate Governance Agreements Debtor's Amended Bylaws Debtor's Amended Articles of Incorporation 2. Amended Wholesale Power Contracts Beartooth Electric Cooperative Fergus Electric Cooperative Tongue River Electric Cooperative Mid-Yellowstone Cooperative 3. Amended Noteholder documents between the Debtor and US Bank National Assn. 4. Liquidating Trust Agreement for HGS Holding Trust Martin S. Smith, Esq. at Felt, Martin, Frazier and Weldon P.C., on behalf of Beartooth Electric Coop., Inc., submitted a ballot accepting the Plan. Unsecured creditor PPL Energy Plus, LLC, and the Unsecured Creditors Committee had objected to the confirmation of the Plan. PPL EnergyPlus stated that the Plan is not feasible and will be followed by a subsequent liquidation or reorganization; and the Plan as presently proposed is not fair and equitable and PPL will not receive under the Plan as proposed an amount equal to the allowed amount of PPL's claim. The Committee stated that the Plan must be denied because: 1. by treating the Debtor's members as unimpaired under the Plan, while at the same time treating unsecured creditors as impaired, the Plan violates the absolute priority rule, and is therefore not confirmable; 2. the Plan is not feasible and will be followed by a subsequent liquidation or reorganization; 3. it is unknown what the Debtor will pay for power and under what terms. There has been inadequate disclosure and inadequate information concerning the Debtors power supplier and anticipated power costs over the life of the Plan and thus it is impossible to analyze the merits of whether the Debtor will be able to reorganize; 4. the Debtor's Plan as presently proposed is not fair and equitable; and 5. the amount that unsecured creditors will receive under the proposed Plan is less than what they would receive in the event of a Chapter 7 liquidation. The Committee is represented by: Harold V. Dye, Esq. DYE & MOE, P.L.L.P. 120 Hickory Street, Suite B Missoula, MT 59801-1820 Tel: (406) 542-5205 Fax: (406) 721-1616 E-mail: hdye@dyemoelaw.com About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich Law Firm, P.C., in Billings, Montana, serve as the Debtor's counsel. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee in December 2011. He is represented by Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C. Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana, represents the Unsecured Creditors' Committee as counsel. On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as Chapter 11 trustee for SME, at the behest of Fergus Electric Cooperative Inc. Judge Ralph Kirscher said changed circumstances, such as agreement among the co-op's members on a liquidation plan, eliminate the need for a trustee. MOONLIGHT APARTMENTS: Receiver Wants Deal with Greystar Approved ---------------------------------------------------------------- Carl R. Clark of Lentz Clark Deines PA, as receiver for Moonlight Apartments, LLC, asks the Bankruptcy Court to approve the apartment management agreement with GreyStar. GreyStar serves as the management company for the multi-family residential real property located in Gardner, Kansas. The receiver and GreyStar desire to operate under an apartment management agreement in order to establish the duties of receiver and Greystar with respect to management of the property. The agreement provides that the manager will hire all personnel necessary to fulfill its obligations. The owner may review and approve a schedule of personnel required to reasonable operate the project from time to time as requested by the owner. The owner will pay the manager these fees: 1. a management fee equal to the greater of 3.25 percent of the gross collections of $5,500 dollars per month; 2. reimbursement of all operating expenses and direct costs associates with the operation of the project; and 3. a service fee to complete any significant or material services and reports that are not specifically outlines, if the owner request such services or reports, the amount of which will be agreed upon by the owner and manager at the time such request is made. About Moonlight Apartments, LLC Moonlight Apartments, LLC, owner of multi-family residential real property located in Gardner, Kansas, filed a Chapter 11 bankruptcy petition (Bankr. D. Kansas Case No. 14-20172) in Kansas City on Jan. 28, 2014. The Overland Park, Kansas-based company disclosed $28,631,756 in assets and $26,125,713 in liabilities as of the Chapter 11 filing. The Debtor is represented by attorneys at Jochens Law Office, Inc., in Kansas City. According to the docket, the Debtor's Chapter 11 plan and disclosure statement were due May 28, 2014. No committee of creditors or equity security holders has been appointed in this case. MORGANS HOTEL: Derivative Action Settlement Approval Hearing Set ---------------------------------------------------------------- Morgans Hotel Group Co. previously entered into a binding Memorandum of Understanding that, among other things, contemplates the partial settlement and dismissal with prejudice of the action entitled OTK Associates, LLC v. Friedman, et al., C.A. No. 8447- VCL (Del. Ch.) and the complete settlement and dismissal with prejudice of the actions entitled Yucaipa American Alliance Fund II L.P., et al. v. Morgans Hotel Group Co., et al., Index No. 652294/2013 (NY Sup.); Burkle v. OTK Associates, LLC, et al., Case No. 13-CIV-4557 (S.D.N.Y.); and Yucaipa American Alliance Fund II L.P., et al. v. Morgans Hotel Group Co., Index No. 653455/2013 (NY Sup.). The parties to the MOU executed a Stipulation of Settlement, dated as of May 5, 2014, incorporating the terms of the MOU, which has been submitted to the Court in the Delaware Shareholder Derivative Action for approval. In connection therewith, on May 13, 2014, the Delaware Court of Chancery entered a Scheduling Order in the Delaware Shareholder Derivative Action. The Scheduling Order, among other things, requires the Company, no later than 45 days before the hearing scheduled by the Court for July 23, 2014, to file as an exhibit to a Current Report on Form 8-K, a Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear. In compliance with the Scheduling Order, the Company filed the Notice, a copy of which is available for free at: http://is.gd/YerdQK About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported a net loss attributable to common stockholders of $57.48 million on $236.48 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss attributable to common stockholders of $66.81 million on $189.91 million of total revenues in 2012. The Company's balance sheet at March 31, 2014, showed $695.16 million in total assets, $897.21 million in total liabilities, $5.15 million in redeemable noncontrolling interest and a $207.20 million total stockholders' deficit. MOUNTAIN PROVINCE: Dermot Desmond Plans to Sell 2MM Shares ---------------------------------------------------------- Dermot Desmond disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that he plans to sell 2,000,000 shares of common stock of Mountain Province Diamonds Inc. Mr. Desmond disclosed beneficial ownership of 24,679,773 Common Shares of the Company. The shares will be sold through the facilities of the Toronto Stock Exchange. A full-text copy of the filing is available for free at http://is.gd/UoJTaz About Mountain Province Diamonds Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49 percent interest in the Gahcho Kue Project. Mountain Province reported a net loss of C$26.60 million in 2013, a net loss of C$3.33 million in 2012 and a net loss of C$11.53 million in 2011. As of March 31, 2014, the Company had C$153.62 million in total assets, C$36.32 million in total liabilities and C$117.29 million in total shareholders' equity. Going Concern "The Company currently has no source of revenues. In the years ended December 31, 2013, 2012 and 2011, the Company incurred losses, had negative cash flows from operating activities, and will be required to obtain additional sources of financing to complete its business plans going into the future. Although the Company had working capital of $35,133,368 at December 31, 2013, including $35,687,694 of cash and short-term investments, the Company has insufficient capital to finance its operations and the Company's share of development costs of the Gahcho Kue Project (Note 8) over the next 12 months. The Company is currently investigating various sources of additional funding to increase the cash balances required for ongoing operations over the foreseeable future. These additional sources include, but are not limited to, share offerings, private placements, rights offerings, credit and debt facilities, as well as the exercise of outstanding options. However, there is no certainty that the Company will be able to obtain financing from any of those sources. These conditions indicate the existence of a material uncertainty that results in substantial doubt as to the Company's ability to continue as a going concern," the Company said in the 2013 Annual Report. MT LAUREL LODGING: Has Until July 2 to Propose Chapter 11 Plan -------------------------------------------------------------- Bankruptcy Judge Robyn L. Moberly extended Mt. Laurel Lodging Associates, LLP's exclusive periods to file a plan of reorganization until July 2, 2014; and to solicit acceptances for that plan until Sept. 1. As reported in the Troubled Company Reporter on May 27, 2014, the Debtor asked the Court to deny the objection of The National Republic Bank of Chicago to its second motion for extension of the exclusive periods. The Debtors related that they have proceeded in good faith negotiations with NRB over the past month and have been operating under the assumption that a settlement is a real and distinct possibility. Thus, the Debtors had directed their efforts and resources to reaching a resolution with NRB rather than preparing cramdown plans. Unfortunately, NRB does not appear to share the Debtor's good faith based on the positions it is taking in the objection, the Debtor said. NRB, in its objection, stated that it is not as optimistic as the Debtors on the prospects of a settlement. The parties have been close to a settlement on several occasions, but have not been able to reach a binding agreement on all seven cases. The exclusivity period was to end June 2, 2014, absent an extension. If NRB and the Debtors cannot come to terms, it is unlikely the case will ever settle, the bank said. If the parties do want to negotiate beyond June 2, they can each agree to hold off on filing a disclosure statement and continue working towards a resolution. However, if either party wants to terminate the discussions, both parties should have the same right to proceed with a plan and allow creditors to decide which plan is in their own best interest, the bank said. In seeking the exclusivity extension, the Debtors explained they need additional time to select a financing or equity source, negotiate the terms of a plan, and prepare and file a plan and disclosure statement; and requests another four more months to accomplish the goal. About Mt. Laurel Lodging Mt. Laurel Lodging Associates, LLP, and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.). The case is assigned to Judge Robyn L. Moberly. The petition lists the assets and debt as both exceeding $10 million on the Mount Laurel property. The Debtors are represented by Brian A Audette, Esq., and David M Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, Indiana. The National Republic Bank of Chicago, a secured creditor, is represented by James E. Carlberg, Esq., and James P. Moloy, Esq., at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and Timothy P. Duggan, Esq., at Stark & Stark, P.C., in Lawrenceville, New Jersey. NEWLEAD HOLDINGS: MGP Seeks Add'l 11 Million Settlement Shares -------------------------------------------------------------- MG Partners Limited, on June 4, 2014, requested 6,800,000 additional settlement shares and on June 5, 2014, MGP requested 4,200,000 additional settlement shares pursuant to the terms of a settlement agreement approved by the Supreme Court. Following the issuances of the amounts, the Company will have approximately 69,338,468 shares outstanding, which outstanding amount includes recent share issuances related to employee grants, previously issued convertible notes and partial conversions of outstanding preferred stock. On Dec. 2, 2013, the Supreme Court of the State of New York, County of New York, entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement among NewLead Holdings Ltd., a corporation organized and existing under the laws of Bermuda, Hanover Holdings I, LLC, a New York limited liability company, and MG Partners Limited, a company with limited liability organized and existing under the laws of Gibraltar, in the matter entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case No. 160776/2013. Hanover commenced the Action against the Company on Nov. 19, 2013, to recover an aggregate of $44,822,523 of past-due indebtedness of the Company, which Hanover had purchased from certain creditors of the Company pursuant to the terms of separate purchase agreements between Hanover and each of those creditors, plus fees and costs. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company, Hanover and MGP upon execution of the Order by the Court on Dec. 2, 2013. Pursuant to the terms of the Settlement Agreement, the Company issued and delivered to MGP, as Hanover's designee, 3,500 shares (adjusted to give effect to the 1 for 10 and 1-for-50 reverse stock splits, effective March 6, 2014, and May 15, 2014, respectively) of the Company's common stock, $5.00 par value. Between Jan. 3, 2014, and June 3, 2014, the Company issued and delivered to MGP an aggregate of 12,458,000 (adjusted to give effect to the 1 for 10 and 1-for-50 reverse stock splits, effective March 6, 2014, and May 15, 2014, respectively) Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order. A full-text copy of the Form 6-K is available for free at: http://is.gd/hkfhL0 About NewLead Holdings Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. NewLead Holdings reported a net loss of $158.22 million on $7.34 million of operating revenues for the year ended Dec. 31, 2013, as compared with a net loss of $403.92 million on $8.92 million of operating revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $151.33 million in total assets, $292.68 million in total liabilities and a $141.34 million total shareholders' deficit. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred a net loss, negative operating cash flows, a working capital deficiency, and shareholders' deficiency and has defaulted under its credit facility agreements. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. OVERSEAS SHIPHOLDING: July 11 Class Action Deal Objection Deadline ------------------------------------------------------------------ Overseas Shipholding Group, Inc. and its affiliated debtors and court-appointed lead plaintiffs in the consolidated securities class action styled In re OSG Securities Litigation, Master File No. 12-cv-07948-SAS (S.D.N.Y.), pending in the United States District Court for the Southern District of New York, on May 20, 2014, entered into a stipulation providing for settlement and resolution of Lead Plaintiffs' claims against the Debtors pursuant to the alternative plan of reorganization. The Plan has the support of certain holders of existing equity interests of the Company representing approximately 30% of the existing common stock of OSG. On May 23, the Court approved those stipulations. The Court also has preliminarily certified the putative class for the purposes of the settlement. The lead plaintiffs are Stichting Pensioenfonds DSM Nederland, Indiana Treasuer of State and Lloyd Crawford. As reported by the Troubled Company Reporter on May 26, 2014, 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. A hearing will be held July 18 to consider confirmation of the Plan. At the hearing the Court will also consider whether the Class Action Settlement is fair, reasonable, adequate, and should be approved on a final basis. Objections to the Settlement are due July 11. The Class is represented by Lead Counsel: Samuel H. Rudman, Esq. David A. Rosenfeld, Esq. Alan I. Ellman, Esq. Christopher M. Barrett, Esq. ROBBINS GELLER RUDMAN & DOWD LLP 28 South Service Road Melville, NY 11747 More information about the Class Action Settlement may be obtained from the Lead Counsel or Kurtzman Carson Consultants, the claims agent. 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. PAKAT GROUP: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: The Pakat Group, LLC 5045 Wright Bridge Rd Cumming, GA 30028 Case No.: 14-21368 Chapter 11 Petition Date: June 9, 2014 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Debtor's Counsel: Charles N. Kelley, Jr., Esq. CUMMINGS & KELLEY PC P. O. Box 2758 Gainesville, GA 30503-2758 Tel: 770-531-0007 Fax: (678) 866-2360 Email: ckelley@cummingskelley.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Albert W. Rees, manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb14-21368.pdf PETTIT OIL: Sale of Remaining Assets Approved --------------------------------------------- Paul Gottlieb, writing for Peninsula Daily News, reported that Bankruptcy Judge Paul Snyder has approved sales of Pettit Oil's remaining assets, including bulk plants in Port Angeles and Sequim, to three companies: 1. Masco Petroleum purchased certain of the card-lock fueling and bulk-fuel stations for $740,000. Company Vice President Sean Masco said the purchase brings to 13 the number of former Pettit facilities that Masco has purchased. 2. Dashmash Petroleum 13 Inc. purchased facilities in Port Angeles and Sequim, and, in Grays Harbor County, in Aberdeen and Shelton for $285,000. 3. Kris Northcut purchased a facility in Forks for $40,000. The sale of card-lock fueling and bulk-fuel stations will close by Friday, Seattle lawyer Deborah Crabbe, the attorney for bankruptcy trustee Kathryn Ellis, said June 6. Other Pettit Oil facilities already had been purchased in Clallam and Jefferson counties since Nov. 25, when the Pettit filed for Chapter 7 bankruptcy. "Most of the money coming in is secured money," Ms. Crabbe said, according to the report. The Company's largest secured creditors include KeyBank, owed $11.3 million, and U.S. Bank, owed $8.8 million, the report said. The report added that the company's prepaid oil customers, who shelled out money ahead of time for a product they never received, won't know if they will be made whole for several months. "We won't know for another year or so until we've finished with the estate," Ms. Crabbe said, according to the report. "It's going to take us another year or so to get a handle on this to see what other assets we can liquidate," she said. June 13, Friday is the deadline for creditors, including prepaid oil customers, to file claims, the report added. There are well over 1,000 creditors, "possibly 1,200 or 1,300" in all, Ms. Crabbe said. There were 414 claims filed totaling $23.7 million, of which $8.5 million are "priority claims," she said. Pettit distributed heating oil across 12 counties and ran distribution centers in Port Angeles, Port Townsend, Forks, Bremerton, Everett, Hoquiam and Lakewood. According to the Puget Sound Business Journal, Pettit was Washington state's 33rd largest company in 2011 -- before buying Tacoma-based SC Fuels, the largest petroleum distributor on the West Coast. On Nov. 25, 2013, Pettit filed a Chapter 7 petition, listing $18.7 million in assets and $22 million in liabilities. It ceased operations in January 2014. PHILADELPHIA SD: Moody's Puts 'Ba2' GO Rating on Review ------------------------------------------------------- Moody's Investors Service has placed on review for downgrade the Philadelphia School District, PA's Ba2 General Obligation rating. This action affects approximately $3.3 billion of long-term GO debt and GO-secured lease debt issued through the State Public School Building Authority (SPSBA). The review does not encompass the Aa3 enhanced rating and stable outlook assigned to the district's bonds under the Pennsylvania Fiscal Agent Agreement Intercept Program. The review also does not encompass the Aa3 enhanced rating and stable outlook assigned to the district's GO- secured debt issued through the SPSBA under the Pennsylvania State Public School Building Authority Lease Revenue Intercept Program. Rating Rationale The review for downgrade reflects the risks and uncertainties surrounding the district's failure to adopt a budget by the deadline imposed by the city charter. The district approaches the beginning of fiscal 2015, which begins July 1, without a spending plan or authorization to raise the funds it says it needs to provide an adequate education. The district has outlined an additional funding request of $440 million for fiscal 2015. The review will focus on the district's ability to adopt a budget prior to the beginning of the 2015 fiscal year; progress in the City of Philadelphia's (A2 stable) plan to authorize a portion of a 1% sales tax for the district; and any other revenue sources acquired by the end of the year. The district is required by state law to pass a budget by June 30. Although we believe it is very likely that the district will pass its fiscal 2015 budget by June 30, if the district does not meet the deadline, it is not clear whether it will be authorized to make operating expenditures, including debt service. So long as the district authorizes taxes by June 30, 2014, the daily sinking fund deposits which are paid to the sinking funds for the bonds can be made with or without a budget being adopted. Strengths -- Large tax base that is a regional economic center Challenges -- Continuing growth in fixed costs -- Lack of authorization to raise additional revenues What Could Make The Rating Go Up -- New sources of funding -- Curtailment in growth of fixed costs What Could Make The Rating Go Down -- Continuing growth in charter school costs -- Failure to attain additional funds -- Failure to pass budget by the beginning of the 2015 fiscal year Rating Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. PITTSBURG, CA: Fitch Affirms 'BB-' Rating on $245.4MM Sub. TABs --------------------------------------------------------------- Fitch Ratings assigns the following rating to the Successor Agency to the Redevelopment Agency of the City of Pittsburg's (the agency) tax allocation bonds (TABs): -- $70 million TABs series 2014 'A'. The bonds will sell via negotiation on or about the week of June 16. The bonds will refund outstanding senior TABs for interest savings. In addition, Fitch affirms the following ratings on bonds issued by the former Pittsburg Redevelopment Agency (former RDA): -- $115.5 million TABs series 1999 and refunding TABs series 2002A and 2003A at 'A'; -- $245.4 million subordinate TABs (taxable) series 2006B and subordinate refunding TABs series 2006C and 2008A at 'BB-'; -- $25.5 million housing set-aside TABs series 2006A (taxable) and housing set-aside tax allocation revenue bonds series 2004A at 'BBB'. The Rating Outlook is Stable. SECURITY The senior TABs are secured by a senior lien on all incremental property tax revenues except for former housing set-aside revenues, and by a subordinate lien on the former housing set- aside revenues. The subordinate TABs are secured by a junior lien on the same revenues. The housing TABs are secured by a senior lien on the former housing set-aside revenues. KEY RATING DRIVERS VERY STRONG SENIOR COVERAGE: The 'A' rating on the senior TABs reflects very high debt service coverage levels that hold up well to severe hypothetical assessed valuation (AV) losses. LOW SUBORDINATE COVERAGE LEVELS: The 'BB-' subordinate TAB rating reflects extremely low debt service coverage and variable rate structural risks. Although this front-loaded refunding results in a few years of improved coverage, Fitch conservatively forecasts coverage below 1.0x upon expiration of the savings under a no- growth environment. LOW TO ADEQUATE HOUSING LIEN COVERAGE: The 'BBB' housing TAB rating reflects low to adequate debt service coverage, and higher tax base concentration levels than the non-housing TABs as former housing revenues are generated by a subset of the total project area. CASH FLOW RESOLUTION REDUCES SUB RESERVES: The subordinate TABs' LOC-required supplemental debt service reserve fund (supplemental reserve) is expected to be drawn down on a one-time basis to resolve former non-compliance with a cash flow-related indenture requirement. After the drawdown, the subordinate TABs' non- variable rate TAB (the 2004A variable rate TABs are not rated by Fitch) supplemental reserves will be substantially depleted with no replenishment provision. APPEALS DAMPEN GROWTH PROSPECTS: Although construction is ongoing and residential values have increased substantially over the past year, a large, recently-granted appeal and a significant backlog of commercial appeals will offset related assessed valuation (AV) gains over the short-term. MIXED PROJECT AREA CHARACTERISTICS: The project area benefits from its very large size, a rebounding housing market, significant new construction, and a high incremental value (IV) to base year ratio, suggesting lower revenue volatility. However, AV fell significantly during the housing-led recession and has not yet shown recovery, the local economy is weighed by high unemployment and low income levels, and taxpayer concentration is high. RATING SENSITIVITIES TAX BASE PERFORMANCE: The ratings or Outlooks may change, depending on the performance and sustainability of the project area's tax base. LOC RENEWAL: The subordinate TABs' rating would be downgraded if the agency were unable to renew its LOC at a reasonable cost, leading to material deterioration of the TABs' already weak debt service coverage. CREDIT PROFILE Pittsburg is located in Contra Costa County and benefits from its location within the large and diverse San Francisco Bay Area employment market and the presence of several large industrial enterprises. Most local economic indicators are weak despite the city's geographic advantages. The project area comprises a large 5,750 acres, making up over 70% of the city's fiscal 2014 AV. Although the project area's tax base contains a fair degree of diversification by property type, there is high concentration among the top 10 payers who make up 33% of IV (30% of AV). FY14 AV FLAT AS ADMINISTRATIVE ERROR, APPEALS OFFSET GAINS Despite increasing new development and major home price gains, the project area's fiscal 2014 AV gained just 0.3% year-over-year. Management believes AV would have climbed 5% if not for a county administrative error that resulted in a parcel being removed from the project area in fiscal 2014 that had been inadvertently included in fiscal 2013. Also, state-assessed Delta Energy Center, the project area's largest taxpayer, successfully appealed its AV with a $55 million reduction. According to Zillow, home prices increased a significant 20% year-over-year through January 2013 (the valuation date used to determine AV levels for fiscal 2014). FY15 AV DIFFICULT TO PREDICT DUE TO MIXED DATA The county has not provided guidance on fiscal 2015 AV levels, which will be subject to significant and countervailing forces. Positive factors include a rapidly recovering housing market, including $88.7 million (2.3% of fiscal 2014 AV) of recently sold properties, 104 new housing units under construction, and a substantial 36% year-over-year home value increase through January 2014, according to Zillow. Because much of the residential housing stock was subject to temporary Prop 8 reductions during the housing downturn, the Prop 13 AV cap (typically 2% annually) will not apply to much of the residential valuation gain. These gains will be offset by known and pending appeals and an atypically low 0.45% Prop 13 inflation adjustment for fiscal 2015. Another significant taxpayer, United Spiral Pipe LLC (the project area's third largest taxpayer) successfully appealed its AV and will recognize a $49 million reduction in fiscal 2015. Numerous other taxpayers have appeals pending, with total AV at risk of $200 million (5.5% of fiscal 2014 AV). If these appeals succeed at historical success rates, then the projected AV loss amounts to $126 million ($3.2% of fiscal 2014 AV) on top of the previously mentioned known loss of $49 million (1.3%). Fitch's base case AV change for fiscal 2015 is a loss of $68.8 million (1.8% of fiscal 2014 AV), which nets estimated pending and known appeals against known sales and new construction, and assumes the CPI adjustment of 0.45% is applied to all project area AV. Fitch believes these assumptions are conservative in light of rapidly rising home prices and a large overhang of temporary Prop 8 AV reductions that applies to much of the project area's housing stock. OUT-YEAR AV GROWTH POISED TO BENEFIT FROM NEW CONSTRUCTION AV levels in fiscal 2016 and beyond are likely to benefit from elevated construction levels. New housing construction is proceeding at a pace of about 200 single family homes annually, with an approximate annual value of $68.8 million (2.8% of fiscal 2014 AV) based on agency-reported median sales values of $534,500. Multi-family construction is also expected to boost AV, but the timing of such developments is difficult to predict. The city has approved over 2,500 new housing units within the project area, and expects thousands more given the availability of vacant land and in-fill development opportunities. A portion of anticipated projects are related to a planned Bay Area Rapid Transit rail extension into the project area. SENIOR TABS ENJOY A VERY STRONG AV CUSHION Fitch-estimated fiscal 2014 pledged tax increment revenues of $34 million cover senior TABs' maximum annual debt service (MADS) of $12.9 million by 2.57x. Fitch views the senior TABs' AV cushion as very strong, and estimates AV would have to decline by a severe 59% for MADS coverage to reach 1.0x. By comparison, the project area's peak-to-trough AV decline was a cumulative 20%. Fitch's estimated AV cushion calculations assume known AV gains and losses for fiscal 2015, but do not include the potential impact of pending appeals. In addition to strong coverage levels, the senior TABs also include a cash-funded debt service reserve fund sized to the IRS maximum. HOUSING TABS HAVE LOW TO ADEQUATE AV CUSHION Fitch-estimated fiscal 2014 former housing revenues of $2.5 million cover housing TABs' MADS of $2 million by 1.27x. Fitch views the housing TABs' AV cushion as low to adequate, and estimates AV would have to decline by the same amount as its 20% peak to trough recessionary fall for MADS coverage to reach 1.0x. The housing TABs' former housing revenues are only generated from sub-project areas 2 and 3, as project area 1 was exempted based on prior redevelopment statutory exemptions and affordability characteristics. As such, the housing TABs' portion of the total project area is smaller than the non-housing TABs, but still adequately sized at nearly 2,000 acres. However, taxpayer concentration is significantly higher at 45% of AV and 47% of IV (30% and 33% for the total project area, respectively). SUBORDINATE TABS PROJECTED TO HAVE INADEQUATE COVERAGE Fitch estimates fiscal 2014 net tax increment revenues at $34 million, providing only 95% of revenue needed to cover all-in (senior plus subordinate debt service) MADS. However, coverage of fiscal 2014 annual debt service (ADS) is sum-sufficient, inclusive of $535,000 of surplus housing revenues (see below for discussion of surplus housing availability) and $416,000 of unitary revenues (property taxes derived from certain state-assessed properties). The agency additionally projects interest earnings, loan repayments, and supplemental property tax revenues of $2.4 million, which should enhance the agency's ability to make debt service payments each year. However, Fitch conservatively excludes these items from its coverage calculations. Fitch forecasts coverage of MADS in fiscal 2015 at an extremely low 1.03x, which is boosted significantly with front-loaded interest savings from this refunding. Fiscal 2015 coverage levels are weighed by the impact of AV appeals and a one-time accrued LOC fee of $2 million. Due to the TABs' rating level falling below 'BB+' in 2012, the agency's LOC fee on its variable rate TABs increased $1 million annually. The LOC provider allowed the agency to accrue the fee for the first two implementation years, to $2 million payable in December 2014. Subsequent years' fees will equal about $1 million unless or until the subordinate TABs' rating rises to at least 'BB+' or the LOC is terminated. The LOC expires in December 2014 and includes an evergreen renewal provision. Fitch estimates that under a conservative no growth and low interest earnings scenario, the agency will add modestly to its reserve levels annually over the next decade due to the availability of interest earnings and other revenues. Under a set of more aggressive assumptions, the agency projects significant annual surplus revenues over the same period. The subordinate TABs may benefit from the agency beginning to adhere to an indenture requirement to fund its subordinate debt service fund to two year's worth of debt service. Historically the agency had funded to just one year. The agency plans to reach compliance with this requirement over time using surplus revenues. This will allow the agency to retain funds that would otherwise have flowed to overlapping taxing entities, and to build up a larger cash cushion for the benefit of bondholders. The larger sized debt service reserve has been approved by DOF for inclusion on the agency's recognized obligation payment schedule. CASH FLOW RESOLUTION TO SHRINK SUPPLEMENTAL RESERVE In addition to the two-year requirement for the subordinate lien TABs, the agency intends to correct its historical non-compliance with a senior TAB indenture requirement that requires tax increment be diverted at the beginning of the bond year in an amount sufficient to pay a full year's worth of senior debt service. Historically the agency executed the requirement on a semi-annual basis instead of the required annual basis. Correcting the cash flow timing issue will negatively affect the subordinate TABs' cash cushion, conservatively projected to result in a $2.8 million one-time draw on the non-variable rate TAB's supplemental reserve, which would reduce the reserve to $2.7. The non-variable rate TABs additionally enjoy standard indenture- required reserves sized to the IRS maximum, or $9.9 million. The cash-funded reserves have not been tapped to date and are not expected to be needed to comply with either of the afore-mentioned indenture requirements. SUB TABS EXPOSED TO VARIABLE RATE STRUCTURAL RISKS Of the subordinate non-housing TABs, 45% are the agency's 2004A variable rate bonds by par value which are not rated by Fitch with a variable-to-fixed rate swap. The variable rate structure leaves all of the parity TABs, including those rated by Fitch, exposed to interest rate risk and a potential termination payment if the swap is terminated. The swap counterparty may terminate the swap if the agency's debt is downgraded to below 'BBB-' by S&P, which is the current rating level. Management estimates the termination payment at roughly $14 million. The termination payment would be subordinate to subordinate debt service and all pass-through payments and likely could not be paid based on current debt service coverage levels. As a result, the swap counterparty may not be incentivized to terminate the swap, if the option becomes available. Further, given its subordination to debt service, Fitch would not expect failure to make a termination payment to result in a TAB default. The agency is also exposed to LOC renewal and fee hike risks, with the LOC scheduled to expire in December 2014. An inability to extend or replace the agency's LOC would result in conversion of the variable rate TABs to bank bonds, which could raise interest costs to as high as 12%, adding an estimated $9.6 million to annual interest costs. Fitch estimates the bonds' combined non- variable rate TAB debt service reserves could last approximately two years under these conditions before depletion, depending on the allocation of revenue shortfalls between various debt service reserve funds. PROSPECT SQUARE: Plan Outline Approval Hearing Reset to June 30 --------------------------------------------------------------- Bankruptcy Judge Elizabeth Brown rescheduled for June 30, 2014, at 11:00 a.m., the hearing to consider the adequacy of information in the Disclosure Statement explaining Prospect Square 07 A, LLC's Joint Plan of Reorganization dated April 29, 2014. The hearing scheduled for June 19 is vacated. According to the Disclosure Statement, the Plan provides for the substantive consolidation of the Debtors' estate for Plan purposes only and for matters associated with treatment of creditor claims, Plan confirmation of the Plan. Under the Plan, the Debtors propose to treat claims as: Class Treatment ----- --------- 1. Allowed Unsecured Priority Claims 100% distribution under Section 507(a)(4) or (5) 2. Allowed Secured Claim of Hamilton Paid in full within 48 County Treasurer for unpaid months of the prepetition real property taxes Effective Date of the Plan 3. Allowed Secured Claim of MSCI Allowed secured claim 2007-IQ Retail 9654, LLC/LNR will be paid at the Property, LLC rate of 4% interest, based upon a 25-year amortization term and paid in equally monthly installments. 4. Allowed Unsecured Claims Class 4 claimants will be paid in full within one year of the Effective Date of the Plan. 5. Interest held by Pre-Confirmation On the Effect Date of Members the Plan, all interests in the Debtors held by Class 5 will be retained by interest holders. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/PROSPECTSQUARE_92_ds.pdf About Prospect Square 07 A, LLC Prospect Square 07 A, LLC, and related entities sought Chapter 11 bankruptcy protection from creditors (Bankr. D. Colo. Lead Case No. 14-10896) in Denver on Jan. 29, 2014. Prospect Square 07 A is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets located at 9690 Colerain Avenue, Cincinnati, Ohio. The Debtor listed $16 million in assets and more than $12 million in liabilities. Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver, serves as the Debtors' counsel. Lender MSCI 2007-IQ16 Retail 9654, LLC, is represented by James T. Markus, Esq., and Jeffery O. McAnallen, Esq., at Markus Williams Young & Zimmermann LLC. QUALTEQ INC: Cases Consolidated for Purposes of UST Fees Payment ---------------------------------------------------------------- Bankruptcy Judge Eugene R. Wedoff approved the substantive consolidation of the Debtors' cases under the case of Vmark, Inc., as of the Effective Date, which occurred on May 3, 2013, including for purposes of paying U.S. Trustee fees. On May 21, Development Specialists, Inc., solely in its capacity as liquidator in the Chapter 11 cases of Qualteq, Inc., doing business as VCT New Jersey, Inc. and certain of its affiliated debtors requested for an order confirming the substantive consolidation of the Vmark Debtors' cases, including for purposes of paying all fees arising under Section 1930(a)(6) of the Bankruptcy Code. The liquidator related that in connection with the Vmark Debtors' payment of certain mandatory U.S. Trustee Fees, the Clerk of the Court has requested that the Liquidator obtain an order allowing for a docket entry to be entered in the cases recognizing that the Vmark Debtors are permitted to pay the U.S. Trustee Fees on a consolidated basis so as to permit the Office of the U.S. Trustee to process the fees accordingly. The Liquidator is represented by: James H.M. Sprayregen, P.C. David L. Eaton, Esq. Ryan Preston Dahl, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 About Qualteq Inc. South Plainfield, New Jersey-based QualTeq, Inc., engaged in the design, manufacture, and personalization of plastic cards in the United States. The company manufactured magnetic, contact, and dual interface smart cards. Qualteq Inc. and 17 affiliated companies filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on Aug. 14, 2011. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, serve as local counsel to the Debtors. K&L Gates LLP is the general bankruptcy counsel. Eisneramper LLP is the accountants and financial advisors. Scouler & Company is the restructuring advisors. Lowenstein Sandler PC is counsel to the Committee. Avadamma LLC disclosed $38,491,767 in assets and $36,190,943 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four unsecured creditors to serve on the Official Committee of Unsecured Creditors. Lowenstein Sandler PC represents the Committee. EisnerAmper LLP serves as its accountants and financial advisors. In November 2012, the Qualteq trustee completed the sale of the business for $51.2 million to Valid USA Inc. The price included $46.1 million in cash plus the assumption of liabilities. At the request of Bank of America NA, the bankruptcy judge appointed a Chapter 11 trustee in May 2012. The case was transferred to Chicago from Delaware in February 2012. Fred C. Caruso, the Chapter 11 Trustee, tapped Hilco Real Estate, LLC, as real estate advisors. The Debtors' Third Amended Joint Plan of Reorganization provides that on or after the Confirmation Date, the applicable Debtors or Reorganized Debtors may enter into Restructuring Transactions and may take actions as the Debtors or the Reorganized Debtors determine to be necessary or appropriate to (i) effect a corporate restructuring of their respective businesses; (ii) to simplify the overall corporate structure of the Reorganized Debtors; or (iii) to preserve the value of any available net operating losses and other favorable tax attributes; or (iv) to maximize the value of the Reorganized Debtors, all to the extent not inconsistent with any other terms of the Plan or existing law. In April 2013, the Bankruptcy Court in Chicago signed an order confirming Qualteq Inc.'s liquidating Chapter 11 plan. Creditors with about $9.8 million in claims are being paid in full from a liquidating trust. Lenders with mortgages on real estate securing about $34 million also will be paid in full from sales of the underlying properties. Creditors were practically unanimous in accepting the plan. The disclosure statement contained a projection showing $13.7 million left over for the company's owners after creditors are paid. QUANTUM CORP: Incurs $21.5 Million Net Loss in Fiscal 2014 ---------------------------------------------------------- Quantum Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $21.47 million on $553.16 million of total revenue for the year ended March 31, 2014, as compared with a net loss of $52.17 million on $587.43 million of total revenue for the year ended March 31, 2013. As of March 31, 2014, the Company had $361.79 million in total assets, $449.19 million in total liabilities and a $87.40 million stockholders' deficit. "If the average closing price of our common stock were to drop below $1.00 per share over a consecutive thirty trading-day period, we would be out of compliance with NYSE Euronext ("NYSE") rules, and our common stock could be delisted from trading on the NYSE, which could materially and adversely impair the liquidity and value of our common stock," the Company disclosed in the Report. A full-text copy of the Form 10-K is available for free at: http://is.gd/xSU1tb About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. QUIKSILVER INC: Moody's Affirms B3 CFR & Alters Outlook to Neg. --------------------------------------------------------------- Moody's Investors Service revised Quiksilver Inc.'s rating outlook to negative from stable. Moody's also affirmed the company's B3 Corporate Family Rating and its SGL-2 Speculative Grade Liquidity rating. The revision in the rating outlook to negative from stable reflects the company's declining top-line performance with YTD revenues falling around 7% and this trend is expected to continued into the second half of fiscal 2014 (ends 10/31/14). As a result Quiksilver expects adjusted EBITDA (as defined by the company) to be below the actual levels achieved in 2014; as a result Moody's expects credit metrics will remain weak for an extended period of time. The company has indicated that initial sell through of its key brands was weak and that it will take corrective measures, such as lowering initial prices, next year to address these issues, but Moody's consider the effect of this strategy to be uncertain. The negative outlook also considers the very weak performance of the DC brand -- the company's second largest brand by revenue in its latest fiscal year -- which saw a 19% decline in total sales and 35% decline in the US wholesale category alone in the most recent quarter -- which is contrary to robust sales seen by competitors, indicating market share losses. The affirmation of Quiksilver's B3 Corporate Family Rating reflects that while its performance is moderating, the company still has good liquidity with cash and restricted cash of around $120 million as of April 30, 2014 and committed availability of $91 million as of the same date. Moody's note that this period reflects peak seasonal needs and Moody's would expect some modest debt repayment in the next couple quarters as its reduces its investment in working capital. Moody's also anticipate that EBITDA will cover a significant portion of cash interest costs and capital expenditures in the current fiscal year. Quiksilver also has no debt maturities until the December 2017 maturity of the Euro note issued by its wholly owned subsidiary Boardriders S.A. The affirmation also reflects Moody's expectations the company will continue to make progress on cost savings initiatives under its Profit Improvement Plan, though it will now take until 2017 to realize the full benefits. The following ratings were affirmed: Quiksilver Inc. Corporate Family Rating at B3 Probability of Default Rating as B3-PD Speculative Grade Liquidity Rating at SGL-2 Quiksilver, Inc. and QS Wholesale, Inc $280 million senior secured notes due 2018 at B2 (LGD 3, 40%) $225 million senior unsecured notes due 2020 at Caa2 (LGD 6, 90%) Boardriders S.A. EUR 200 million notes due 2017 at B3 (LGD 3, 44%) Ratings Rationale Quiksilver's B3 Corporate Family Rating reflects the company's high debt burden - debt/EBITDA was near 7 times as of its most recent fiscal year and Moody's expects leverage will modestly weaken further over the course of fiscal 2014. The ratings also reflect the company's weak execution, as evidenced by its low absolute operating profit margins. The ratings also reflect the company's good overall liquidity with unrestricted cash balances of $63 million, and committed availability under its various credit lines $91 million as of April 30, 2014 and with no meaningful debt maturities until the December 2017 maturity of its the EUR 200 million note issue. Despite recent operating challenges Moody's believe the company's brands are well recognized in their categories, evidenced by the still high gross margins of the company notwithstanding recent challenges. The negative rating outlook reflects concerns that the company may be seeing sustained shift in spending by its customer base to other retail channels and the uncertainty around the company's planned strategy to lower pricing to more effectively compete. If these pressures persist and the company's strategies do not result in sales stabilization, credit metrics would likely remain weak for an extended period of time. While the company has somewhat delayed the timeframe by which it expects to achieve its Profit Improvement Plan goals, Moody's do expect the company will gain efficiencies from these plans over time. Ratings could be downgraded if Quiksilver were unable to see positive results from its revised pricing strategies and other brand initiatives by Spring 2015. Quantitatively ratings could be lowered if Moody's did not expect debt/EBITDA to approach six times in the next 12 to 18 months. Ratings could also be downgraded if the company were unable to maintain a good overall liquidity profile. In view of the negative rating outlook there is little upward rating pressure. The rating outlook could be revised to stable if the company's initiatives resulted in positive trends in revenue and earnings such that debt/EBITDA was expected to approach six times over the next 12-18 months while maintaining a good overall liquidity profile. Over time ratings could be upgraded if the company were to be successful over time executing its Profit Improvement Plan, which would be evidenced by operating margins showing meaningful improvement from current levels. Quantitatively, ratings could be upgraded if debt/EBITDA was sustained below 5 times and interest coverage was sustained above 1.75 times. Quiksilver Inc., based in Huntington Beach CA is a designer and distributor of branded apparel, footwear, accessories, and related products under brands including Quiksilver, Roxy and DC. The Company generated $1.8 Billion of revenues in its most recent fiscal year. The principal methodology used in this rating was the Global Apparel Companies published in May 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. RICEBRAN TECHNOLOGIES: To Sell $30 Million of Securities -------------------------------------------------------- RiceBran Technologies filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement to register 30 million worth of its securities for sale. The Company sai it will provide specific terms of these offerings and securities in one or more supplements to this prospectus. The Company may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The Company's common stock is listed on the NASDAQ Capital Market under the symbol "RIBT." The aggregate market value of the Company's outstanding common stock held by non-affiliates was approximately $31,256,615 based on 6,445,306 shares of outstanding common stock, of which 1,196,467 shares are held by affiliates, and a price of $5.93 per share, which was the last reported sale price of our common stock as quoted on NASDAQ Capital Market on June 4, 2014. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus. A full-text copy of the Form S-3 prospectus is available at: http://is.gd/ZZF2sK About RiceBran Scottsdale, Ariz.-based RiceBran Technologies, a California corporation, is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. RiceBran Technologies reported a net loss of $17.64 million on $35.05 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $11.13 million on $37.72 million of revenues for the year ended Dec. 31, 2012. As of March 31, 2014, the Company had $52.66 million in total assets, $40.78 million in total liabilities, $6.42 million in temporary equity and $5.44 million in total equity attributable to the Company shareholders. BDO USA, LLP, in Phoenix, Arizona, 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 resulting in an accumulated deficit of $219 million at Dec. 31, 2013. This factor among other things, raises substantial doubt about its ability to continue as a going concern. RICEBRAN TECHNOLOGIES: Authorized Common Shares Hiked to 25MM ------------------------------------------------------------- A special meeting of shareholders of RiceBran Technologies was held on May 30, 2014, at which the shareholders approved an amendment to the Company's articles of incorporation to increase the authorized number of shares of common stock from 6,000,000 to 25,000,000. On May 30, 2014, RiceBran Technologies and Dale J. Belt, the Company's chief financial officer, amended Mr. Belt's employment agreement to extend his term of employment from June 1, 2014, to June 1, 2015. About RiceBran Scottsdale, Ariz.-based RiceBran Technologies, a California corporation, is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. RiceBran Technologies reported a net loss of $17.64 million on $35.05 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $11.13 million on $37.72 million of revenues for the year ended Dec. 31, 2012. As of March 31, 2014, the Company had $52.66 million in total assets, $40.78 million in total liabilities, $6.42 million in temporary equity and $5.44 million in total equity attributable to the Company shareholders. BDO USA, LLP, in Phoenix, Arizona, 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 resulting in an accumulated deficit of $219 million at Dec. 31, 2013. This factor among other things, raises substantial doubt about its ability to continue as a going concern. SANDBURG MALL: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Sandburg Mall Realty Management LLC 1150 W. Carl Sandburg Drive Galesburg, IL 61401 Case No.: 14-81063 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 5, 2014 Court: United States Bankruptcy Court Central District of Illinois (Peoria) Judge: Hon. Thomas L. Perkins Debtor's Counsel: Sumner Bourne, Esq. RAFOOL, BOURNE & SHELBY, P.C. 411 Hamilton Blvd #1600 Peoria, IL 61602 Tel: (309) 673-5535 Email: sbnotice@mtco.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sion Nobel M.D., sole member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SEADRILL PARTNERS: Moody's Affirms Ba3 Corp. Family Rating ---------------------------------------------------------- Moody's Investors Service affirmed Seadrill Partners LLC's (SDLP) corporate family rating (CFR) at Ba3, and probability of default rating (PDR) at Ba3-PD. Moody's also assigned a Ba3 definitive rating to the $1.8 billion senior secured term loan due 2021, borrowed by Seadrill Operating LP and Seadrill Partners Finco LLC, subsidiaries of SDLP, which the company is seeking to increase with a $1 billion add-on, as well as assigning a Baa3 rating to the $100 million first out secured revolving credit facility (RCF) due 2019, borrowed by Seadrill Operating LP, Seadrill Partners Finco LLC, and Seadrill Capricorn Holdings LLC, also a subsidiary of SDLP. The outlook on all ratings remains stable. These actions follow the company's very weak operating performance in the first quarter 2014 and also the proposed $1 billion term loan to refinance existing debt facilities relating to the purchases of the West Capricorn and West Auriga vessels. The $1 billion term loan will be structured as an add-on to the existing $1.8 billion senior secured term loan due 2021. Ratings Rationale The affirmation of Moody's existing ratings firstly reflects financing in line with Moody's expectations following the completion of the acquisition of the companies that own and operate the ultra-deepwater drillship the West Auriga for a total consideration of $1.24 billion on a 100% basis on 21 March 2014. The West Auriga was acquired by Seadrill Capricorn Holdings LLC, which is 51% owned by SDLP. The acquisition was funded with $543 million in debt, including a $100 million discount note from Seadrill Limited (SDRL), the parent of SDLP as well as $355 million from SDLP's second public follow in equity offering. In combination with the prepayment of a $70 million unsecured discount note from SDRL gross debt associated with the acquisition was in line with Moody's expectations. Secondly, the proposed $1 billion term loan add-on will be used to refinance this debt as well as $426 million in similar debt associated with the acquisition of the West Capricorn vessel. Moody's views this as credit positive as it increases the number of collateral vessels to six from four, increases the average remaining contract life of the collateral to 4.3 years from 3.9 years and decreases the average age of the collateral vessels to 3.6 years from 4.7 years. It also simplifies SDLP's capital structure by significantly reducing the amount of debt with cross- defaults, cross-acceleration with and maintenance covenants on the parent, SDRL. After the completion of this transaction, only the following debt will have cross-acceleration or cross-default with SDRL: $86 million outstanding of the West Vencedor facility (that matures in H1 2015), $289 million outstanding under the T-15 loan agreement and T-15/T-16 facility (which are outside of the borrower group of the rated term loan and RCF) and an undrawn $100 million RCF from SDRL that only cross defaults with the West Vencedor facility. Finally, the positives of the transaction were countered by very weak operating performance in the first quarter 2014. Overall economic utilization for the fleet was 82% following 60 days of downtime due to the West Aquarius and 17 days due to the West Capricorn equipment failures. This was significantly below Moody's expectations and historic utilization of greater than 90%. Although the company states that operational performance so far in the second quarter has been solid with economic utilization around 97% to date, Moody's still expects the poor performance in Q1 2014 to result in gross leverage for FY2014 closer to 4.5x than the original expectations of 4.0x. Rating Outlook The stable outlook assumes that the company reverts to operating at high levels of utilisation and that future dropdowns and financial policy do not lead to a deterioration in credit metrics. It also assumes that the company will maintain good liquidity and that Moody's continues to expect Seadrill Limited will have no funding problems or covenant breaches. What Could Change The Rating Up/Down The rating could be downgraded if consolidated leverage remains around 4.5x, the collateral group leverage remains above 4.0x, or if the conditions for a stable outlook are not met. Conversely, the rating could be upgraded if consolidated leverage is maintained below 3.5x, the collateral group leverage is maintained below 3.0x, the fleet at the borrowing group level grows materially and there is no negative pressure from the credit linkage with Seadrill Limited. The principal methodology used in these ratings was the Global Oilfield Services Rating Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Seadrill Partners LLC, is a Marshall Islands registered company, fully controlled by Seadrill Limited. 53% of SDLP's LLC interest is owned by SDRL, with the remainder held by public unitholders. It is a provider of offshore drilling services to the oil and gas industry and its fleet consists of four 6th generation ultra- deepwater semi-submersibles and two ultra-deepwater drillships, two tender barges and one semi-tender barge. It generated revenue and Moody's adjusted EBITDA of $1,064 million and $682 million respectively in FY2013 and has a current market capitalisation of approximately $2.5 billion. Seadrill Limited, which has an operating agreement with SDLP, has a fleet of 69 units, including 19 under construction. For FY2013, it reported revenues of $5.85 billion and Moody's adjusted EBITDA of $3 billion. It has a current market capitalisation of approximately $18 billion. SINCLAIR BROADCAST: Seven Directors Elected at Annual Meeting ------------------------------------------------------------- The annual meeting of shareholders of Sinclair Broadcast Group, Inc., was held on June 5, 2014, at which the shareholders: (1) elected David D. Smith, Frederick G. Smith, Duncan Smith, Robert E. Smith, Daniel C. Keith, Martin R. Leader and Lawrence E. McCanna as directors for terms expiring at the next annual shareholders meeting in 2015 or until their respective successors have been elected and qualified; (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending Dec. 31, 2014; (3) approved the Company's executive compensation, in a non- binding vote. About Sinclair Broadcast Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and most diversified television broadcasting companies, currently owns and operates, programs or provides sales services to 58 television stations in 35 markets. The Company's television group reaches roughly 22 percent of U.S. television households and includes FOX, ABC, CBS, NBC, MNT, and CW affiliates. Sinclair Broadcast reported net income of $75.81 million in 2013, as compared with net income of $144.95 million in 2012. The Company's balance sheet at Dec. 31, 2013, showed $4.14 billion in total assets, $3.74 billion in total liabilities and $405.70 million in total equity. * * * As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Sinclair to 'BB-' from 'B+'. The rating outlook is stable. "The 'BB-' rating on Sinclair reflects S&P's expectation that the company could keep its lease-adjusted debt to EBITDA below historical levels throughout the election cycle, absent a reversal of economic growth, meaningful debt-financed acquisitions, or significant shareholder-favoring measures," explained Standard & Poor's credit analyst Deborah Kinzer. In September 2010, Moody's raised its ratings for Sinclair Broadcast and subsidiary Sinclair Television Group, including the Corporate Family Rating and Probability-of-Default Rating, each to Ba3 from B1, and the ratings for individual debt instruments. Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed $250 million issuance of Senior Unsecured Notes due 2018 by STG. The Speculative Grade Liquidity Rating remains unchanged at SGL-2. The rating outlook is now stable. STERLING MID-HOLDINGS: S&P Assigns 'B' ICR; Outlook Negative ------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned a 'B' issuer credit rating to Jersey-based Sterling Mid-Holdings Ltd. (Sterling). The outlook is negative. At the same time, S&P affirmed the 'B' issuer credit rating on Berwyn, Pa.-based DFC Global Corp. and removed it from CreditWatch with negative implications. The outlook is negative. DFC Global's shareholders have approved the sale of the company to Loan Star Funds. Loan Star has committed an equity contribution of $700 million (reduced from an original offering of $750 million), of which it will use about $380 million to purchase DFC Global's common stock. In conjunction with the buyout, Sterling, the newly formed holding company, will issue the proposed senior secured notes (which S&P already rates 'B') from its wholly owned subsidiary, DFC Finance Corp. DFC Global will use the equity contribution and the proposed $800 million senior secured notes to repay substantially all of the company's existing debt. Sterling, DFC Global, and certain other subsidiaries -- which will represent the majority of the consolidated company's cash flows and earnings -- will guarantee the new notes. "We view the buyout and debt transaction as moderately positive developments from a credit perspective," said Standard & Poor's credit analyst Igor Koyfman. After the transactions close, the company will have lower indebtedness and extend its debt maturity profile. However, the company's weaker-than-expected financial performance, underpinned by new lending guidelines in the U.K., offsets the expected improvement in leverage. (DFC Global reduced its fiscal 2014 EBITDA guidance to between $151 million and $156 million, from $170 million and $200 million.) S&P views the concentrated ownership as a negative rating factor, primarily because it believes that over time Loan Star will pursue an exit strategy that may involve additional debt for the company. After further analysis of DFC Global's financials in conjunction with the closing of the proposed transaction, S&P believes that leverage will be about 5.0x-5.5x over the next 12 months. Leverage is higher compared with S&P's initial analysis because the total debt offering increased by $50 million. S&P also expects EBITDA to interest expense to be about 1.75x-2.25x over the next 12 months. An interest coverage below 2x would support a 'B-' issuer credit rating. The negative outlook reflects the company's high leverage and recent poor operating results. S&P could lower the rating if the Sterling's EBITDA to interest expense will be below 2x or debt to EBITDA exceeds 5.5x, without a credible plan to improve these credit metrics. This could occur if regulatory changes or unsuccessful acquisitions lead to lower earnings or the company raises debt to fund dividends. Given the extent of the regulatory risk the company is exposed to, S&P don't foresee an upgrade within the next 12 months. However, S&P could raise the rating if the company reduces debt to EBITDA to below 3.5x and increases EBITDA interest coverage to above 4x on a sustained basis. TEMPEL STEEL: S&P Revises Outlook to Stable & Affirms CCC+ Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on the 'CCC+' corporate rating on Tempel Steel Co. to stable from negative. At the same time, S&P affirmed its ratings on the company, including the corporate credit rating and issue-level rating. The recovery rating on the debt issue remains unchanged. "The outlook revision reflects the company's recent covenant-lite revolver refinancing, which alleviated liquidity pressure from limited covenant headroom," said Standard & Poor's credit analyst Carol Hom. "The facility is currently undrawn. Still, the company's extended revolving credit facility and outstanding notes mature in mid-2016, which exposes the company to refinancing risk if operating performance deteriorates, given weak credit measures." The rating is based on Standard & Poor's assessment that Tempel Steel's business continues to be vulnerable and that the company remains dependent on favorable business, financial, and economic conditions to meet its financial commitments. With near-term liquidity concerns alleviated, the company's sales and operating trends have remained relatively flat. While S&P forecasts modest improvement, it believes the potential for sustained volume growth remains uncertain. The long-term sustainability of the company's capital structure will depend on its operating performance which has the potential to be volatile, partly due to its exposure to swings in steel prices. S&P would also consider the need to meet cash interest obligations by drawing on its asset-backed lending facility as a negative indicator. TGI FRIDAYS: S&P Assigns 'B+' CCR; Outlook Negative --------------------------------------------------- Standard & Poor's Ratings Services assigned a 'B+' corporate credit rating to TGI Fridays Inc. (TGIF) The outlook is negative. At the same time, S&P assigned a 'BB-' issue rating to the company's proposed first-lien credit facility with a recovery rating of '2', indicating S&P's expectation for substantial (70% to 90%) recovery for lenders in the event of a payment default. The first-lien credit facility consists of a five-year $50 million revolving credit facility and a six-year $425 million term loan. S&P also assigned a 'B-' issue rating to the company's proposed seven-year $195 million second-lien term loan with a recovery rating of '6', indicating S&P's expectations for negligible (0% to 10%) recovery in the event of a payment default. "We based our ratings on Carrollton, Texas-based casual dining operator and franchisor TGIF on its vulnerability to consumer spending and dining trends and its mid-size scale compared with larger operators such as Applebee's," said credit analyst Andy Sookram. "We think its refranchising plans will allow the company to generate sizeable cash proceeds in the near term that would be used for debt reduction and allow the company to improve its earnings and cash flow consistency." The negative outlook reflects the potential that the U.K. asset sale and debt reduction do not occur as planned, resulting in leverage in the high 5x area, along with the U.S. business remaining under pressure. Downside Scenario S&P could lower the rating if the company is not able to refranchise its U.K. operations and reduce debt with the proceeds, or if it adopts aggressive financial policies such that dividends are funded with additional debt. In these scenarios, leverage would be more than 5.5x and S&P would revise its financial risk profile to "highly leveraged". Failure to manage U.S. competitive pressures, such as large menu price discounting, and a drop in customer traffic could result in substantial margin deterioration, and also cause us to revise our assessment of the business risk profile to "vulnerable", leading to a downgrade. Upside Scenario S&P could consider revising the outlook to stable once it has higher confidence that the U.K. asset sale will occur and U.S. operations will improve. In the former scenario, S&P will expect same-store sales to be sustained at positive levels for a few consecutive quarters and the company is able to effectively execute its restaurant growth plans. In S&P's base-case assumptions, it expects same store sales of slightly under 1% and EBITDA margins of about 15.3%. THORCO INC.: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Thorco, Inc. Po Box 1557 Kalispell, MT 59901 Case No.: 14-60633 Chapter 11 Petition Date: May 27, 2014 Court: United States Bankruptcy Court District of Montana (Butte) Judge: Hon. Ralph B. Kirscher Debtor's Counsel: Jon R Binney, Esq. BINNEY LAW FIRM, PC P.O. Box 2253 Missoula, MT 59806 Tel: 406 541-8020 Email: jon@binneylaw.com Total Assets: $9.43 million Total Liabilities: $3.39 million The petition was signed by Dennis Thornton, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/mtb14-60633.pdf TRIVIAL DEVELOPMENT: Case Summary & 19 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Trivial Development Corporation 1035 N. Hilltop Drive Itasca, IL 60143 Case No.: 14-21378 Chapter 11 Petition Date: June 6, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Donald R Cassling Debtor's Counsel: James P Mullally, Esq. KONEWKO & ASSOC., LTD. 29W204 Roosevelt Road West Chicago, IL 60185 Tel: 630-231-5500 Fax: 630-231-5548 Email: jpm@konewkoandassoc.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Lawrence J. Balsamo, president. A list of the Debtor's 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb14-21378.pdf UNIVERSAL COOPERATIVES: 7-Member Committee Named ------------------------------------------------ Roberta A. DeAngelis, the United States Trustee for Region 3, appointed, pursuant to Section 1102(a)(1) of the Bankruptcy Code, these entities to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Universal Cooperatives, Inc., et al.: 1. Nufarm Americas Inc. Attn: Bill Robison 11901 South Austin Ave. Alsip, IL 60803 Tel: 708-377-1402 2. Merial Limited Attn: Mark Bounds 1730 Olympic Dr. Athens, GA 30601 Tel: 706-552-2426 Fax: 877-637-4256 3. Zoetis Attn: Michael Marino 100 Campus Dr. Florham Park, NJ 07932 Tel: 973-443-2161 4. United Hardware Distribution Co. Attn: Julie Moore 5005 Nathan Ln. Plymouth, MN 55442 Tel: 763-557-2742 Fax: 763-559-5031 5. Trademark Plastics Corporation Attn: Sean G. Brown 1 Washington Park, Ste. 1200 Newark, NJ 07102 Tel: 908-925-5900 x245 Fax: 973-485-5449 6. Chicago Heights Steel Attn: Bradley R. Corral 211 E. Main St. Chicago Heights, IL 60411 Tel: 708-756-5662 Fax: 708-756-5631 7. Nexus Resin Group LLC Attn: John Wooding 37 Water St. Mystic, CT 06355 Tel: 860-536-1550 Fax: 860-536-1275 The Committee has chosen as bankruptcy counsel: LOWENSTEIN SANDLER LLP Sharon Levine, Esq. Bruce S. Nathan, Esq. Timothy R. Wheeler, Esq. 65 Livingston Avenue Roseland, NJ 07068 Telephone: 973-597-2500 Facsimile: 973-597-2400 - and - 1251 Avenue of the Americas New York, NY 10020 Telephone: 212-262-6700 Facsimile: 212-262-7402 - and - VENABLE LLP Jamie L. Edmonson, Esq. Daniel A. O'Brien, Esq. 1201 North Market Street, Suite 1400 Wilmington, DE 19899 Telephone: 302-298-3535 Facsimile: 302-298-3550 About Universal Cooperatives As an inter-regional farm supply cooperative, Universal Cooperatives, Inc. consolidates the purchasing power of its members to procure, and/or manufacture, and distribute high quality products at competitive prices. Universal has 14 voting members and over 50 associate members. Eagan, Minnesota-based Universal Cooperatives and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14- 11187) on May 11, 2014. The debtor-affiliates are Heritage Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc. UCI do Brasil, a majority-owned subsidiary located in Brazil, is not a debtor in the Chapter 11 cases The cases are assigned to Judge Mary F. Walrath. Universal estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Heritage estimated less than $10 million in assets and debt. The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, as counsel; The Keystone Group, as financial advisor and Prime Clerk as notice and claims agent. Bank of America, N.A., as agent for the DIP Lenders, is represented by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston & Strawn, LLP. VERIFONE INC: Moody's Rates Proposed $1.2BB First Lien Debt 'Ba3' ----------------------------------------------------------------- Moody's Investors Service assigned Ba3 ratings to VeriFone, Inc's proposed 1st lien senior secured credit facilities, consisting of a $400 million revolving credit facility due 2019, $550 million term loan A due 2019 and a $250 million term loan B due 2021. In addition, Moody's affirmed the company's Ba3 Corporate Family Rating ("CFR"), B1-PD Probability of Default Rating ("PDR") and SGL-2 Speculative Grade Liquidity rating. The rating outlook was changed to stable from negative. Proceeds from the proposed debt offering will be used to refinance existing debt and pay fees and expenses associated with the transaction, resulting in a leverage neutral transaction. LGD point estimates are subject to change and all ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation. The affirmation of VeriFone's Ba3 CFR acknowledges the proposed leverage neutral refinancing transaction (resulting in an improved debt maturity profile), Moody's expectations for healthy free cash flow generation and continued sequential improvements in revenue and EBITDA (albeit from a low base in fiscal 2013) as strategic management initiatives begin to take hold. The affirmation also reflects Moody's expectations that VeriFone's ongoing restructuring/reengineering initiatives will position the company to more effectively compete and evolve in the fast changing electronic payments space. The change in outlook to stable from negative reflects Moody's expectations that the company will be successful in executing its turnaround plans and will sustainably grow revenue and EBITDA such that financial leverage (on a Moody's adjusted basis) will approach 3.5 times over the next 12 to 18 months. The following summarizes the rating activity: Issuer: VeriFone, Inc. Ratings affirmed: Corporate Family Rating at Ba3 Probability of Default Rating at B1-PD Speculative Grade Liquidity Rating at SGL-2 Ratings assigned: Proposed $400 million 1st lien senior secured revolving credit facility due 2019 at Ba3 (LGD3, 31%) Proposed $550 million 1st lien senior secured term loan A due 2019 at Ba3 (LGD3, 31%) Proposed $250 million 1st lien senior secured term loan B due 2021 at Ba3 (LGD3, 31%) Ratings to be withdrawn at close of transaction: $425 million senior secured revolving credit facility due 2016 at Ba3 (LGD3, 31%) $884 million (outstanding) senior secured term loan due 2016 at Ba3 (LGD3, 31%) $100 million senior secured term loan due 2018 at Ba3 (LGD3, 31%) The rating outlook is stable. Ratings Rationale VeriFone's Ba3 Corporate Family Rating ("CFR") is supported by its leading market position in the Point of Sale ("POS") terminals market in several major economies and a highly diversified revenue base. The rating considers the company's sizeable installed base of POS devices and customer relationships globally, which provide future revenue growth opportunities in the form of replacements and upgrades of POS terminals and additional services. The Ba3 rating also incorporates Moody's expectation that VeriFone's elevated financial leverage of about 4.8 times (as measured by Moody's adjusted debt to EBITDA) as of April 30, 2014, will approach 3.5 times over the next 12 to 18 months primarily through EBITDA expansion. The rating acknowledges the company's prior execution issues in regards to significant revenue declines during fiscal 2013 and current challenges in improving revenue and EBITDA over the next few quarters. However, VeriFone's healthy free cash flow generation, as well as management's commitment to pursue a conservative financial policy, especially during the ongoing business transformation/restructuring process, provide key support to the Ba3 rating. The company's rating however, does incorporate an increasing level of disintermediation risk for hardware based POS systems, as competing technologies and software constantly emerge in an evolving electronic payments market. Nevertheless, Moody's believes this risk is not likely to impact Verifone's business in the near term, as it will take time for consumers to adapt to these new technologies. The Ba3 rating is also constrained by increased competitive pressures from existing POS terminal providers, the company's narrow product focus and reliance on one- time product sales which comprise about 60% of its revenues. The rating also incorporates VeriFone's execution risk in managing the ongoing business restructuring initiatives and transition towards multi-year Payment as a Service ("PaaS") contracts from predominantly product-oriented sales. VeriFone's ratings could be downgraded if the company is unable to demonstrate incremental improvements in credit metrics over the next 2 or 3 quarters and if Moody's comes to believe that the company is unlikely to reduce and manage total debt-to-EBITDA (Moody's adjusted) around 3.5 times in the next 12 to 18 months. The ratings could also be downgraded as a result of material changes in payment industry dynamics leading to higher disintermediation risk, i.e. increasing adoption of software/mobile based alternative payment acceptance solutions. Escalating competition or weak business execution that limits VeriFone's ability to improve EBITDA margins or sustain free cash flow in the 10% to 15% range of total debt could also result in a ratings downgrade. Although a ratings upgrade is not expected in the next 12 to 18 months, Moody's could raise VeriFone's ratings over time if the company's revenue mix continues to shift towards recurring service revenues resulting in more predictable and stronger cash flow generation, total debt to EBITDA sustains below 3.0 times, EBITDA margins improve to above 20% (Moody's adjusted, incorporating non- cash stock compensation and operating lease adjustments) and if Moody's believes that the company will be able to strengthen its market position within the electronic payments solutions space. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in San Jose, California, VeriFone is a leading provider of point of sale hardware systems, as well as technology based payment solutions and services. VERIFONE INC: S&P Rates $1.2BB Secured Credit Facilities 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned VeriFone Inc.'s $1.2 billion first-lien credit facilities a 'BB' issue-level rating, with a recovery rating of '2', indicating S&P's expectation for substantial (70%-90%) recovery in the event of a payment default. The facilities are comprised of a $400 million revolving credit facility due 2019, $550 million term loan A due 2019, and $250 million term loan B due 2021. S&P expects the company to use proceeds from the new credit facilities to refinance the existing credit facilities due 2016. S&P's 'BB-' corporate credit rating and stable outlook on VeriFone remain unchanged. RATINGS LIST VeriFone Inc. Corporate Credit Rating BB-/Stable/-- New Rating VeriFone Inc. Senior Secured $400M revolver due 2019 BB Recovery Rating 2 $550M term loan A due 2019 BB Recovery Rating 2 $250M term loan B due 2021 BB Recovery Rating 2 VICTORY ENERGY: Hires Fred Smith as New CFO ------------------------------------------- The Board of Directors of the Victory Energy Corporation appointed Fred Smith to serve as the Company's chief financial officer and controller. Current Controller Luther Poehlmann is retiring to spend more time with his family, but will remain with the Company to ensure a successful transition. "On behalf of the board and senior management team, I would like to welcome Fred to Victory Energy," said Kenny Hill, Victory's CEO. "Fred's extensive public company financial and operational expertise in the upstream oil and gas sector is exactly what we need at this time to assist with our growth through acquisitions and drilling. He has implemented and managed financial reporting for other Permian Basin focused public companies that are the size we hope to be in coming years. Our ability to attract a seasoned executive of Fred's caliber is further testament to the strong relationships we have in industry and the exciting future ahead for our company." Mr. Smith has over 36 years of financial, compliance and operational reporting experience, including internal controls and SOX compliance. Prior to joining Victory, Fred was Corporate Controller of Pioneer Natural Resources (a NYSE/S&P 500 company) from 2008 to 2012. He was responsible for financial reporting, capital and operating expense reporting and application process controls. He then briefly worked as senior vice president and chief accounting officer of Magnum Hunter Resources and has been working as an independent consultant since 2013. Fred has worked for variety of energy companies during his career ranging from small privately held to major upstream entities. Fred has a B.S. in Accounting from the University of New Orleans and is a CPA - having worked for Ernst & Young as a senior auditor from 1974 to 1978. On May 27, 2014, the Company entered into an employment agreement with Mr. Smith, pursuant to which Mr. Smith is entitled to receive an annual base salary of $180,000 paid in accordance with Company payroll practices. Mr. Smith will also participate in the Company's employee benefit plans made available to its executive officers generally. On June 2, 2014, Mr. Smith was granted a Nonstatutory Stock Option covering 150,000 shares of the Company's common stock under the Company's 2014 Long Term Incentive Plan. The Option will have a price of $.30 and will vest over a 3-year period on each anniversary of the date of grant with 100 percent vesting accelerated for certain events such as a change in control of the Company. About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. Victory Energy reported a net loss of $2.11 million on $735,413 of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $7.09 million on $326,384 of total revenues in 2012. As of March 31, 2014, the Company had $3.22 million in total assets, $1.50 million in total liabilities and $1.71 million in total stockholders' equity. Weaver & Tidwell, LLP, in Fort Worth, Texas, 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 experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. VILLAGE AT KNAPP'S: Case Converted to Chapter 7 ----------------------------------------------- Jim Harger, writing for MLive.com, reported that U.S. Bankruptcy Judge Scott Dales on June 9 granted a request by the International Bank of Chicago to convert the Chapter 11 case of Village At Knapp?s Crossing -- which operates a dormant shopping center at the corner of the East Beltline Avenue and Knapp Street NE -- to Chapter 7. Steve Benner is the developer of the property. The center's only tenant has been a P.F. Chang?s restaurant. According to the report, Judge Dales noted that Mr. Benner's latest plan to reorganize the development's finances fell short of breaking even by more than $324,000 a year. An 11th-hour effort to salvage the project lacked the signatures of his proposed backers and did not indicate the development was in bankruptcy, said Judge Dales, who called Mr. Benner's plan to complete the project "highly speculative." "It is not fair to expect creditors to bear the risks of dicey ventures while their hands are tied . . ." Judge Dales said, according to the report. International Bank of Chicago claimed it is owed $4.1 million. The report said Judge Dales also issued an order appointing a special trustee to administer the Chapter 7 liquidation. No timetable has been set for the administration of his order. As reported by the Troubled Company Reporter, The Village at Knapp's Crossing, L.L.C., filed a first amended disclosure statement in support of its plan of reorganization dated Feb. 25, 2014. In general, the Plan provides for repayment of the Debtor's Creditors in amounts determined by Creditors' status and classification pursuant to the Bankruptcy Code as well as the Debtor's ability to fund such payments, with such amounts to be paid from the operations of the Debtor and the possible sale of certain properties of the Debtor. With respect to payments of specific classes of creditors, the Plan provides for the payment in full of administrative expense and priority claims either on the Effective Date of the Plan, pursuant to agreement among the claimants and the Debtor, from the sale of Property, or during the life of the Plan and no later than five years from the Effective Date. Hearing regarding the disclosure statement was adjourned to June 25, 2014. About The Village at Knapp's Crossing The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan, filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on July 25, 2013. Judge Scott W. Dales presides over the case. The Debtor has scheduled $65,109,523 in total assets and $7,419,217 in total liabilities. The petition was signed by Steven D. Benner, managing member on behalf of S.D. Benner, sole member. Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff, Esq., serve as the Debtor's counsel. John S. Huizinga CPA serves as accountants. In November 2013, Daniel M. McDermott, U.S. Trustee for Region 9, dropped his bid to convert the Debtor's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. FCB is represented by Thomas G. King, Esq., at Kreis, Enderle, Hudgins & Borsos, P.C. WAFERGEN BIO-SYSTEMS: To Offer 3 Million Shares Under Plan ---------------------------------------------------------- Wafergen Bio-Systems, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement to register 3 million shares of common stock issuable under the Company's 2008 Stock Incentive Plan, as amended. The proposed maximum aggregate offering price is $3.6 million. A full-text copy of the Form S-8 prospectus is available at http://is.gd/72JN3j About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen reported a net loss attributable to common stockholders of $17.71 million in 2013, following a net loss attributable to common stockholders of $8.97 million in 2012. The Company's balance sheet at March 31, 2014, showed $11.75 million in total assets, $9.33 million in total liabilities and $2.42 million in total stockholders' equity. SingerLewak LLP, in San Jose, California, issued a "going concern" qualification on the consoliated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred operating losses and negative cash flows from operating activities since inception which raise substantial doubt about the Company's ability to continue as a going concern. WALDMAN DIAMOND: Initiates Ch. 11 After Bank Leumi Legal Action --------------------------------------------------------------- The Waldman Diamond Company in New York has initiated protective Chapter 11 proceedings in direct response to legal action by Bank Leumi demanding immediate repayment of its long-standing rolling credit facility. The Waldman Diamond Company in New York is part of the Waldman Diamond Group, headquartered in Israel, which also includes separate and sister companies in the Far East, Canada and Israel. WDC New York was established in 1978 and supplies polished diamonds to the wholesale and retail jewelry trade across the United States. The company has banked with Bank Leumi for 35 years. Bank Leumi announced in January that it would shut down its diamond and jewelry financing operations in the United States (having already withdrawn from the Israeli diamond industry in 2013), indicating that they would give their clients adequate time to make alternative arrangements. WDC Group CEO Alexander Waldman says: "We are defending ourselves against an aggressive and underhanded attack by Bank Leumi. Having announced its departure from the diamond industry, they have shown no interest in the welfare and stability of its customers. We have taken robust defensive action in order to ensure the long-term continuity of our U.S. business, to protect our staff, and to enable us to maintain the reliable service that we provide to our customers. As a result of our protective action, the lawsuit against the company has been withdrawn and WDC New York is operating as usual. We are confident that, after restructuring our banking in New York, the company will come out of Chapter 11 stronger and more robust than before." In 2013, the Waldman Diamond Company in New York made a strategic decision to focus on the sale of polished diamonds rather than jewelry manufacturing. In December 2013 they were ranked as one of the top 10 most supportive vendors by Instore Magazine. Headquartered in New York, The Waldman Diamond Group -- http://www.wdcgroup.com/-- is a vertically integrated international diamond company encompassing all aspects of the diamond industry, from rough sourcing through cutting, polishing, design, marketing and retail distribution. The company's offices -- in New York, Vancouver, Shanghai, Hong Kong, Bangkok and Tel Aviv -- service customers in its primary markets, and the company supplies diamonds to customers all around the world through its internet platform. WALKER LAND: Wins Approval to Enter Into Various Loan Agreements ---------------------------------------------------------------- The Bankruptcy Court authorized Walker Land & Cattle, LLC to enter into the Agricultural Loan Agreement, the Promissory Note, the Agricultural Security Agreement and the Deed of Trust in substantially the same forms and with no substantive changes to the form loan documents. CHS Capital, LLC is granted a superpriority lien, senior to all other existing encumbrances on the Debtor's assets to secure the Debtor's indebtedness to CHS Capital, LLC under the loan and security documents, in an amount not to exceed $5,200,000, plus interest. 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. WALKER LAND: Gets Final OK to Use Cash Collateral Until Jan. 2015 ----------------------------------------------------------------- The Bankruptcy Court authorized, on a final basis, Walker Land & Cattle, LLC, to use cash collateral until Jan. 31, 2015, pursuant to a stipulation with Wells Fargo Bank National Association, Rabo Agrifinance, Inc.; and the Official Committee of Unsecured Creditors. The order is conditioned upon CHS Capital, LLC actually loaning and advancing the Debtor postpetition operating funds for its 2014 crops pursuant to the loan documents, and also expressly conditioned upon the Debtor being in full compliance with any orders of the Court. Notwithstanding, the Debtor will not, in any event, pay any amount that is: (a) due and payable after Jan. 31, 2015; or (b) for services or goods delivered or for amounts due before Nov. 15, 2013; or (c) for good or services provided after the Petition Date and prior to April 24, 2014; or (d) for goods or services to be provided after Jan. 31, 2015. Wells Fargo and any other party having an interest in cash collateral will have adequate protection. On April 22, the Court entered a sixth interim order authorizing use of cash collateral until April 23. In a separate order, the Court extended until June 2, the Debtor's exclusive period to file a disclosure statement and plan of reorganization. The extension was pursuant to stipulations with Wells Fargo and the Unsecured Creditors Committee. 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. WALKER LAND: Insurance Premium Finance Deal Wins Court Approval --------------------------------------------------------------- The Bankruptcy Court has approved the Commercial Insurance Premium Finance and Security Agreement, authorizing Walker Land & Cattle, LLC, to provide Capital Premium Financing, Inc. with adequate protection of its interest. The Debtor, in its motion, stated that its prepetition insurance provider has declined to extend existing coverage beyond the April 1, 2014 expiration date. The Debtor has a new insurance provider, QBE Insurance Corp., who has bound coverage effective April 1, 2014. However, QBE required that while in a pending chapter 11 bankruptcy a portion of the premiums must be financed through a third party, Capital Premium Financing, Inc. Under the agreement, the Debtor will pay 20% of the premium in April, with the balance of the annual premium financed through CPF. The remaining amount financed is $166,437 in 10 monthly installments of $17,490 each. CPF receives a security interest in any unearned premium which may become payable under the policy. The anticipated interest charge under the Loan Agreement is $8,466 representing an annual percentage rate of 10.95%; however, there is no prepayment penalty and any unearned interest will be refunded to the Debtor. The Debtor is authorized and directed to timely make all payments due under the Loan Agreement and CPF is authorized to receive and apply such payments to the indebtedness owed by Debtor to CPF. If the Debtor does not make any of the payments as they become due, the automatic stay will automatically lift to enable CPF or third parties, including insurance companies providing the protection under the policies, to take all steps necessary and appropriate to cancel the policies, collect the collateral and apply such collateral to the indebtedness owed to CPF by the Debtor. The Debtor is represented by: Robert J. Maynes, Esq. MAYNES TAGGART, PLLC 525 S. Park Ave., Suite 2E P.O. Box 3005 Idaho Falls, ID 83403 Tel: (208) 552-6442 Fax: (208) 524-6095 E-mail: mayneslaw@hotmail.com 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. WESTMINSTER MANOR: Fitch Affirms 'BB+' Rating on $64.62MM Bonds --------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on the following bonds issued by the Travis County Health Facilities Development Corporation on behalf of Westminster Manor (Westminster): --$64,620,000 series 2010 revenue bonds. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of gross revenues, a mortgage lien on property and a debt service reserve fund. KEY RATING DRIVERS STRONG OCCUPANCY: Westminster's location and reputation in the Austin market has resulted in strong demand and high occupancy rates. Prior to the expansion, independent living unit (ILU) occupancy exceeded 96% in each year since 2000 through fiscal 2011 (Dec. 31 year end). ILU occupancy rebounded to 94.3% at March 31, 2014 from 91% in fiscal 2012 due to the successful fill up of the new units. EXPANSION PROJECT COMPLETED: The final phase of the expansion project was completed with the addition of 11 ILUs in July 2013. The new units filled within a month. In total, the expansion project added 75 new ILUs. IMPROVING PROFITABILITY: Operating profitability improved in fiscal 2013 and the three-month interim period ending March 31, 2014 (the interim period) after compressing in fiscal 2012 due to costs related to the expansion project. HIGH DEBT BURDEN: Westminster's debt burden has moderated due to the increased revenue generated from the expansion units, but remains high with maximum annual debt service (MADS) equal to 20.6% of revenue in fiscal 2013. LIGHT LIQUIDITY RELATIVE TO DEBT: Liquidity metrics remain light relative to Westminster's high debt burden with 45.9% cash-to-debt at March 31, 2014. However, Fitch expects liquidity metrics to improve as future capital expenditures should decrease now that the expansion project is completed. RATING SENSITIVITIES CONTINUED STABILIZATION: Fitch expects that operating profitability will continue to improve and that decreased capital spending will strengthen liquidity metrics. Post-expansion operations are expected to stabilize in 2014. Upward rating movement is precluded until debt service coverage is sustained at levels consistent with an investment grade rating. CREDIT PROFILE Westminster Manor is a type-A continuing care retirement community (CCRC) located in Austin, TX, and consists of 332 ILUs, 22 assisted living units (ALUs) and 85 skilled nursing facility (SNF) units. Total operating revenue equaled $25.2 million in fiscal 2013. STRONG OCCUPANCY Westminster's location and excellent reputation in the Austin market has resulted in strong demand for services. Prior to the expansion project, ILU occupancy averaged 97.3% between fiscal years 2008 and 2011. ILU occupancy decreased to 91% in fiscal 2012 reflecting the addition of 64 new expansion units. However, ILU occupancy rebounded to 94.3% at March 31, 2014, reflecting the successful fill up of the phase I and II expansion units. Additionally, SNF occupancy has exceeded 90% each fiscal year since 2005 and equaled 96.4% at March 31, 2014. EXPANSION PROJECT COMPLETED The expansion project began in 2010 and concluded with the completion of 11 phase II ILUs in July 2013. The new units filled within a month of opening. In total, the project added 75 new ILUs, a new 85-unit replacement SNF (including 30 dementia units) and 22 ALUs. The phase I ILUs were completed in January 2012 while the new SNFs and ALUs were completed in April 2012 and June 2012, respectively. Total operating revenues increased 23.4% since fiscal 2011 to $25.2 million in fiscal 2013 reflecting the fill up of the phase I and II expansion units. The expansion project was funded by the series 2010 bonds. IMPROVING PROFITABILITY Operating profitability improved in fiscal 2013 and in the three month interim period. Operating ratio improved to 112.5% in fiscal 2013 from 117.4% in fiscal 2012 while net operating margin increased to 4.0% from 0.6%. Operations continued to improve in the interim period with operating ratio decreasing to 110.2% and net operating margin increasing to 6.7%. The improvements reflect the benefits of the expansion project and effective cost management as Westminster adjusted its expense base to the expanded operations. While improved, these profitability metrics compare unfavorably to Fitch's 'BBB' category medians of 97.2% and 9.9%, respectively. Net operating margin adjusted increased to 28.6% in fiscal 2013 from 26.2% in fiscal 2012 and is strong relative to Fitch's 'BBB' category median of 21.3%. The strong net operating margin adjusted reflects Westminster's strong demand for services and net turnover entrance fee generation, which equaled $7.3 million in fiscal 2013 and $6.6 million in fiscal 2012. Net entrance fee generation should benefit from the increased number of ILUs once the expansion units begin to turn over. Post-expansion operations are expected to stabilize in fiscal 2014 and Fitch expects operating profitability to continue to improve. HIGH DEBT BURDEN Westminster's debt burden has moderated, reflecting the increased revenue generated from the expansion project, but remains high. MADS as a percent of revenue decreased from 27.6% in fiscal 2011 to 20.6% in fiscal 2013. Fitch expects that the debt burden will continue to moderate in fiscal 2014 as the community benefits from a full year of revenue from the phase II expansion units. MADS coverage increased from 1.3x in fiscal 2012 to 1.7x in fiscal 2013 due to the improved profitability and net entrance fee generation. However coverage remains dependent upon entrance fees, with revenue-only MADS coverage equal to a light 0.3x in fiscal 2013 relative to Fitch's 'BBB' median of 0.9x. Revenue only coverage improved to 0.7x in the interim period, reflecting the full quarter of revenue generated from the phase II expansion units. LIGHT LIQUIDITY RELATIVE TO DEBT Liquidity metrics remain stressed relative to Westminster's elevated debt burden. Westminster had $31.3 million of unrestricted cash and investments at March 31, 2014, equating to 45.9% cash-to-debt and 6.0x cushion ratio. Both metrics are light relative to Fitch's 'BBB' category medians of 58.9% and 6.9x, respectively. Fitch expects liquidity metrics to improve now that the expansion project is completed. Capital expenditures are expected to decrease in fiscal 2014 to $1.54 million (38.1% of fiscal 2013 depreciation) from $10 million in fiscal 2013 (246.9% of depreciation). DISCLOSURE Westminster covenants to provide annual audited financial statements within 150 days of the end of each fiscal year and quarterly unaudited financial disclosure within 45 days of each quarter-end. Disclosure is provided through the Municipal Securities Rulemaking Board's EMMA system. XTREME POWER: Gets Court Approval to Reject License Agreements -------------------------------------------------------------- Xtreme Power Systems, LLC obtained a court order approving the rejection of its intellectual property license agreements with Notrees Windpower, LP. The order signed by U.S. Bankruptcy Judge H. Christopher Mott authorizes the company to reject three license agreements it entered into with Notrees in July 2011 to develop and operate a hybrid energy storage system. The license agreements granted Notrees and another company, Duke Energy Transmission Holding Company LP, an interest in some of Xtreme Power's properties, including its intellectual property. Pursuant to the court order, Notrees and Duke Energy will have 45 days from June 2 to file proofs of claim in connection with the rejection of their license agreements. To address the objection filed by Notrees and Duke Energy in which they denied that they have already elected to retain their rights to Xtreme Power's intellectual property, the court order authorized both companies to make an election or to treat the license agreements as terminated within 30 days after June 2. Separately, Judge Mott approved the rejection of six other license agreements, including Xtreme Power's contracts with Kauai Island Utility Cooperative and Kodiak Electric Association. Parties affected by the rejection of the license agreements were also given 45 days to file proofs of claim, and 30 days to elect or to treat the agreements as terminated. The agreements are listed at http://is.gd/kLnbnd About Xtreme Power Xtreme Power focuses on the design, engineering, installation, and monitoring of integrated energy storage systems for power generators, grid operators and commercial and industrial end users, among others. Xtreme Power to be one of the world's leading grid-scale power control technology provider capable of integrating the full spectrum of energy generation sources and battery technologies. Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin, Texas, on Jan. 22, 2014. Judge Christopher H. Mott presides over the case. The Debtor is represented by Shelby A. Jordan, Esq., at Jordan, Hyden, Womble, Culbreth & Holzer, P.C. The Debtors tapped Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as investment banker and financial advisor. Debtor Power Inc. scheduled $7,004,915 in total assets and $65,743,283 in total liabilities. Debtor Power Grove scheduled $5,179,692 in total assets and $31,882,277 in total liabilities. Power Systems scheduled $4,303,921 in total assets and $87,666,873 in total liabilities. The Official Committee of Unsecured Creditors is represented by Mark C. Taylor, Esq., at Hohmann, Taube & Summers, LLP. The Committee tapped Baker Botts L.L.P. as special counsel. XTREME POWER: Former Employees to Manage Post-Sale Operations ------------------------------------------------------------- Xtreme Power received court approval to compensate former officers and employees who will continue to manage the company following the sale of its major assets to Younicos Inc. The company's business operation has been "substantially curtailed" as a result of the sale of its assets to Younicos, which hired the company's management and all of its employees as part of the deal, according to court filings. Xtreme Power said the services of its former officers and employees, including Chief Executive Officer Dr. Alan Gotcher and Chief Financial Officer Ken Hashman, are needed to fulfill its obligations now that most of its assets have been sold. These obligations include a monthly financial accounting for the company's operations, periodic reporting to the board of directors and the unsecured creditors' committee, and assisting the company in filing its bankruptcy plan. In exchange for their services, the former officers and employees will be paid at an hourly rate of $150. The maximum cost per month is not expected to exceed $10,000, according to court filings. If fees and expenses exceed $10,000, the company won't pay the amount until 28 days has elapsed from submission of a monthly invoice to the U.S. trustee and other concerned parties. If no objection is made within 28 days, Xtreme Power will pay the amount in excess of $10,000. If an objection is made and cannot be resolved, the company or any person seeking payment can file a formal application for compensation with the U.S. Bankruptcy Court for the Western District of Texas. About Xtreme Power Xtreme Power focuses on the design, engineering, installation, and monitoring of integrated energy storage systems for power generators, grid operators and commercial and industrial end users, among others. Xtreme Power to be one of the world's leading grid-scale power control technology provider capable of integrating the full spectrum of energy generation sources and battery technologies. Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin, Texas, on Jan. 22, 2014. Judge Christopher H. Mott presides over the case. The Debtor is represented by Shelby A. Jordan, Esq., at Jordan, Hyden, Womble, Culbreth & Holzer, P.C. The Debtors tapped Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as investment banker and financial advisor. Debtor Power Inc. scheduled $7,004,915 in total assets and $65,743,283 in total liabilities. Debtor Power Grove scheduled $5,179,692 in total assets and $31,882,277 in total liabilities. Power Systems scheduled $4,303,921 in total assets and $87,666,873 in total liabilities. The Official Committee of Unsecured Creditors is represented by Mark C. Taylor, Esq., at Hohmann, Taube & Summers, LLP. The Committee tapped Baker Botts L.L.P. as special counsel. ZALE CORP: Z Investment No Longer a Shareholder ----------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Z Investment Holdings, LLC, and its affiliates disclosed that they ceased to beneficially own any shares of common stock of Zale Corporation as of May 29, 2014. Pursuant to the Agreement and Plan of Merger, dated as of Feb. 19, 2014, by and among the Company, Signet Jewelers Limited, and Carat Merger Sub, Inc., a wholly owned subsidiary of Signet ("Merger Sub"), Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Signet. On May 29, 2014, each share of the Common Stock beneficially owned by the Reporting Persons was converted into the right to receive $21.00 in cash in connection with the Merger. A copy of the regulatory filing is available for free at: http://is.gd/pyDH73 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, a net loss of $27.31 million for the year ended July 31, 2012, 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. * District of Maine Needs Chapter 7 Trustees -------------------------------------------- The United States Trustee for Region One seeks resumes from persons wishing to be considered for appointment to the panel of trustees who administer cases filed under chapter 7 of the Bankruptcy Code. The appointment is for cases filed in the United States Bankruptcy Court for the District of Maine. Chapter 7 trustees receive compensation and reimbursement for expenses under 11 U.S.C. 326 and 330. Trustees are not federal government employees. For additional information, qualification requirements, and application procedures go to: http://www.justice.gov/ust/eo/private_trustee/vacancies/7ad.htm * Rochester, NY Bankruptcy Filings Continue to Drop --------------------------------------------------- Will Astor, writing for Rochester Business Journal, reported that bankruptcy filings in the U.S. Courts' Western District of New York, Rochester division, fell 15.1 percent in May, declining from 205 in the same month last year to 174. The nine-county Rochester division spans the counties of Monroe, Livingston, Ontario, Wayne, Seneca, Yates, Steuben, Schuyler and Chemung. The report said: -- 133 area bankruptcy petitioners filed Chapter 7 cases; -- 41 filed Chapter 13 petitions; and -- None asked for Chapter 11 protection from creditors. * Fannie, Freddie Sued over Massachusetts Foreclosure Law --------------------------------------------------------- Bob Van Voris, writing for Bloomberg News, reported that Fannie Mae and Freddie Mac were sued by Massachusetts for failing to comply with a state law that lets nonprofit organizations buy foreclosed homes to sell them back to their former owners. According to the report, Massachusetts Attorney General Martha Coakley on June 3 sued the two government-backed finance companies and the Federal Housing Finance Agency, the U.S. regulator that oversees them, in a bid to force them to comply with the state law, passed in August 2012. Fannie Mae and Freddie Mac require nonprofits that buy foreclosed homes and re-sell them to their former owners to pay the full amount of the mortgages or the properties' fair market value, whichever is higher, according to a complaint filed in state court in Boston, the report related. That policy runs afoul of a state law that allows a foreclosed-home purchase at the lesser price, Coakley said, the report said. The case is Commonwealth of Massachusetts v. Federal Housing Finance Agency, 14-cv-01763, Massachusetts Superior Court, Suffolk County (Boston). About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and the Federal Housing Finance Agency acting as conservator to continue operating its business. About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9 percent of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. Fannie Mae reported net income of $83.98 billion on $117.54 billion of total interest income for the year ended Dec. 31, 2013, as compared with net income of $17.22 billion on $129.19 billion of total interest income for the year ended Dec. 31, 2012. As of March 31, 2014, the Company had $3.22 trillion in total assets, $3.21 trillion in total liabilities and $8.09 billion in total equity. Conservatorship Fannie Mae has operated under the conservatorship of the Federal Housing Finance Agency ("FHFA") since Sept. 6, 2008. Fannie Mae has not received funds from Treasury since the first quarter of 2012. The funding the company has received under its senior preferred stock purchase agreement with Treasury has provided the company with the capital and liquidity needed to fulfill its mission of providing liquidity and support to the nation's housing finance markets and to avoid a trigger of mandatory receivership under the Federal Housing Finance Regulatory Reform Act of 2008. For periods through March 31, 2014, Fannie Mae has requested cumulative draws totaling $116.1 billion and paid $121.1 billion in dividends to Treasury. Under the senior preferred stock purchase agreement, the payment of dividends cannot be used to offset prior draws. As a result, Treasury maintains a liquidation preference of $117.1 billion on the Company's senior preferred stock. * Cash Deals for Homes Reach Record with Boomers Retiring --------------------------------------------------------- Kathleen M. Howley, writing for Bloomberg News, citing Federal Reserve data, reported that U.S. home-price gains have restored $3.8 trillion of value to owners since the beginning of the real estate recovery in 2012. According to the report, a record number of Americans are using that equity to pay cash for properties, avoiding a mortgage process that has become even more onerous in the wake of the 2007 housing collapse. In the first quarter, 29% of non-investment homebuyers used cash, the highest on record for the period, according to data compiled by Bloomberg. The majority of people making all-cash deals are baby boomers mostly because America's largest-ever generation is beginning to retire, Lawrence Yun, chief economist of the National Association of Realtors, told Bloomberg. * Foreign Mergers Expand Ranks at Big Law Firms ----------------------------------------------- Elizabeth Olson, writing for The New York Times' DealBook, reported that the number of lawyers at the country's largest law firms rose last year, but the increase was largely because of mergers with foreign firms, not domestic hiring, according to a new survey from The National Law Journal. According to the report, the increase of 3.9 percent in the numbers at the top 350 law firms was the biggest in any year since the recession began in 2008, but the growth from mergers instead of domestic hiring underscores the contraction that has beset the legal industry over the last five years. The most recent figures from the Labor Department found that the overall legal services sector was down 700 jobs in May, to 1.14 million jobs, the report related. That followed a decline of more than 2,000 jobs in April, according to the department, leaving overall jobs in the industry at 40,000 less than in 2007, before the financial crisis, the report further related. * Triax Capital Offers Custom-Tailored Financing Solutions ---------------------------------------------------------- In addition to being a leader in acquiring bankruptcy trade claims, Triax Capital also provides direct investments in companies with capital requirements ranging from $1,000,000 to $20,000,000 to address a variety of financing needs. Typical uses for the capital include: * Growth/Acquisitions * DIP/Exit financing * Strategic Refinancing "Our team provides timely and innovative solutions to borrowers and tailor financing structures to our client's specific needs," Triax said in a statement obtained by the Troubled Company Reporter. "Feel free to contact me for more information or if you have interest in financing. The process is quick," the statement said. The firm may be reached at: Barrett Mikelberg Triax Capital Tel: (561) 961-4981 E-mail: bmikelberg@triaxadvisors.com * Large Companies With Insolvent Balance Sheet ---------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 133.7 (10.5) (5.9) ABSOLUTE SOFTWRE ALSWF US 133.7 (10.5) (5.9) ABSOLUTE SOFTWRE ABT CN 133.7 (10.5) (5.9) ACHAOGEN INC AKAO US 13.8 (0.0) 2.1 ACTINIUM PHARMAC ATNM US 6.6 (13.5) (13.5) ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVENT SOFTWARE ADVS US 452.2 (91.1) (90.7) ADVENT SOFTWARE AXQ GR 452.2 (91.1) (90.7) AEROHIVE NETWORK HIVE US 69.9 (3.3) 21.5 AEROHIVE NETWORK 2NW GR 69.9 (3.3) 21.5 AGENUS INC AGEN US 34.8 (4.5) 17.9 AIR CANADA-CL A ADH TH 9,964.0 (1,947.0) (185.0) AIR CANADA-CL A ADH GR 9,964.0 (1,947.0) (185.0) AIR CANADA-CL A AC/A CN 9,964.0 (1,947.0) (185.0) AIR CANADA-CL A AIDIF US 9,964.0 (1,947.0) (185.0) AIR CANADA-CL B AC/B CN 9,964.0 (1,947.0) (185.0) AIR CANADA-CL B AIDEF US 9,964.0 (1,947.0) (185.0) ALDER BIOPHARMAC ALDR US 26.7 (32.0) 2.5 ALDER BIOPHARMAC 3A9 GR 26.7 (32.0) 2.5 ALLIANCE HEALTHC AIQ US 465.3 (136.6) 59.5 AMC NETWORKS-A 9AC GR 3,484.7 (478.3) 642.3 AMC NETWORKS-A AMCX US 3,484.7 (478.3) 642.3 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 AMYRIS INC AMRS US 236.8 (112.5) 33.5 ANGIE'S LIST INC 8AL TH 124.3 (20.3) (30.0) ANGIE'S LIST INC 8AL GR 124.3 (20.3) (30.0) ANGIE'S LIST INC ANGI US 124.3 (20.3) (30.0) ARRAY BIOPHARMA AR2 GR 135.2 (23.3) 72.2 ARRAY BIOPHARMA AR2 TH 135.2 (23.3) 72.2 ARRAY BIOPHARMA ARRY US 135.2 (23.3) 72.2 AUTOZONE INC AZ5 GR 7,262.9 (1,710.3) (860.8) AUTOZONE INC AZ5 TH 7,262.9 (1,710.3) (860.8) AUTOZONE INC AZO US 7,262.9 (1,710.3) (860.8) BARRACUDA NETWOR 7BM GR 327.9 (13.1) 19.9 BARRACUDA NETWOR CUDA US 327.9 (13.1) 19.9 BERRY PLASTICS G BERY US 5,367.0 (135.0) 684.0 BERRY PLASTICS G BP0 GR 5,367.0 (135.0) 684.0 BIOCRYST PHARM BO1 GR 43.4 (5.7) 22.0 BIOCRYST PHARM BO1 TH 43.4 (5.7) 22.0 BIOCRYST PHARM BCRX US 43.4 (5.7) 22.0 BRP INC/CA-SUB V BRPIF US 1,951.2 (40.8) 155.6 BRP INC/CA-SUB V B15A GR 1,951.2 (40.8) 155.6 BRP INC/CA-SUB V DOO CN 1,951.2 (40.8) 155.6 BURLINGTON STORE BUI GR 2,621.1 (150.5) 112.7 BURLINGTON STORE BURL US 2,621.1 (150.5) 112.7 CABLEVISION SY-A CVY GR 6,542.9 (5,210.9) 281.8 CABLEVISION SY-A CVC US 6,542.9 (5,210.9) 281.8 CAESARS ENTERTAI C08 GR 24,376.7 (2,276.8) 566.0 CAESARS ENTERTAI CZR US 24,376.7 (2,276.8) 566.0 CANNAVEST CORP CANV US 10.7 (0.2) (1.3) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CC MEDIA-A CCMO US 14,597.1 (9,128.0) 643.8 CELLADON CORP CLDN US 24.6 (44.3) 20.1 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CENVEO INC CVO US 1,206.8 (511.7) 145.0 CHOICE HOTELS CZH GR 554.9 (454.6) 109.5 CHOICE HOTELS CHH US 554.9 (454.6) 109.5 CIENA CORP CIEN US 1,795.5 (80.8) 641.3 CIENA CORP CIE1 TH 1,795.5 (80.8) 641.3 CIENA CORP CIEN TE 1,795.5 (80.8) 641.3 CIENA CORP CIE1 GR 1,795.5 (80.8) 641.3 CINCINNATI BELL CBB US 2,101.5 (670.7) 7.7 DEX MEDIA INC DXM US 2,275.0 (782.0) 162.0 DIRECTV DTV CI 22,520.0 (6,512.0) (929.0) DIRECTV DTV US 22,520.0 (6,512.0) (929.0) DIRECTV DIG1 GR 22,520.0 (6,512.0) (929.0) DOMINO'S PIZZA DPZ US 524.3 (1,269.0) 113.5 DOMINO'S PIZZA EZV GR 524.3 (1,269.0) 113.5 DOMINO'S PIZZA EZV TH 524.3 (1,269.0) 113.5 DUN & BRADSTREET DB5 TH 1,807.2 (1,061.9) (85.5) DUN & BRADSTREET DNB US 1,807.2 (1,061.9) (85.5) DUN & BRADSTREET DB5 GR 1,807.2 (1,061.9) (85.5) EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 EGALET CORP EGLT US 14.4 (1.5) (3.1) ELEVEN BIOTHERAP EBIO US 5.1 (6.1) (2.9) EMPIRE RESORTS I NYNY US 38.7 (14.0) (14.6) EMPIRE RESORTS I LHC1 GR 38.7 (14.0) (14.6) EMPIRE STATE -ES ESBA US 1,122.2 (31.6) (925.9) EMPIRE STATE-S60 OGCP US 1,122.2 (31.6) (925.9) FAIRPOINT COMMUN FONN GR 1,546.4 (338.8) 25.3 FAIRPOINT COMMUN FRP US 1,546.4 (338.8) 25.3 FERRELLGAS-LP FGP US 1,620.8 (101.2) 20.0 FERRELLGAS-LP FEG GR 1,620.8 (101.2) 20.0 FIVE9 INC FIVN US 56.3 (3.0) 1.1 FIVE9 INC 1F9 GR 56.3 (3.0) 1.1 FREESCALE SEMICO FSL US 3,100.0 (3,851.0) 1,244.0 FREESCALE SEMICO 1FS GR 3,100.0 (3,851.0) 1,244.0 FREESCALE SEMICO 1FS TH 3,100.0 (3,851.0) 1,244.0 GAMING AND LEISU 2GL GR 2,561.9 (68.0) (44.7) GAMING AND LEISU GLPI US 2,561.9 (68.0) (44.7) GENTIVA HEALTH GTIV US 1,234.9 (297.6) 99.2 GENTIVA HEALTH GHT GR 1,234.9 (297.6) 99.2 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GLOBALSTAR INC GSAT US 1,350.0 (74.3) (97.3) GLORI ENERGY INC GLRI US 0.1 (0.0) - GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GTT COMMUNICATIO GTT US 168.5 (0.1) (25.3) HCA HOLDINGS INC 2BH GR 29,809.0 (6,467.0) 2,986.0 HCA HOLDINGS INC 2BH TH 29,809.0 (6,467.0) 2,986.0 HCA HOLDINGS INC HCA US 29,809.0 (6,467.0) 2,986.0 HD SUPPLY HOLDIN 5HD GR 6,324.0 (764.0) 1,210.0 HD SUPPLY HOLDIN HDS US 6,324.0 (764.0) 1,210.0 HORIZON PHARMA I HZNP US 299.1 (229.2) 93.2 HORIZON PHARMA I HPM TH 299.1 (229.2) 93.2 HORIZON PHARMA I HPM GR 299.1 (229.2) 93.2 HOVNANIAN ENT-A HOV US 1,838.8 (462.5) 1,122.1 HOVNANIAN ENT-A HO3 GR 1,838.8 (462.5) 1,122.1 HOVNANIAN ENT-B HOVVB US 1,838.8 (462.5) 1,122.1 HOVNANIAN-A-WI HOV-W US 1,838.8 (462.5) 1,122.1 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) INCYTE CORP INCY US 666.8 (162.4) 474.2 INCYTE CORP ICY GR 666.8 (162.4) 474.2 INCYTE CORP ICY TH 666.8 (162.4) 474.2 INFOR US INC LWSN US 6,515.2 (555.7) (303.6) INTERCEPT PHARMA I4P GR 141.9 (153.7) (148.2) INTERCEPT PHARMA I4P TH 141.9 (153.7) (148.2) INTERCEPT PHARMA ICPT US 141.9 (153.7) (148.2) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE CN 1,642.6 (117.4) 221.0 JUST ENERGY GROU 1JE GR 1,642.6 (117.4) 221.0 JUST ENERGY GROU JE US 1,642.6 (117.4) 221.0 L BRANDS INC LTD TH 7,198.0 (369.0) 1,324.0 L BRANDS INC LTD GR 7,198.0 (369.0) 1,324.0 L BRANDS INC LB US 7,198.0 (369.0) 1,324.0 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEE ENTERPRISES LE7 GR 797.3 (155.6) 0.8 LEE ENTERPRISES LEE US 797.3 (155.6) 0.8 LORILLARD INC LLV TH 3,912.0 (2,161.0) 897.0 LORILLARD INC LLV GR 3,912.0 (2,161.0) 897.0 LORILLARD INC LO US 3,912.0 (2,161.0) 897.0 LUMENPULSE INC LMP CN 29.4 (38.4) 3.5 LUMENPULSE INC 0L6 GR 29.4 (38.4) 3.5 MACROGENICS INC M55 GR 42.0 (4.0) 11.7 MACROGENICS INC MGNX US 42.0 (4.0) 11.7 MALIBU BOATS-A MBUU US 57.2 (32.5) (2.0) MALIBU BOATS-A M05 GR 57.2 (32.5) (2.0) MARRIOTT INTL-A MAQ TH 6,665.0 (1,625.0) (1,031.0) MARRIOTT INTL-A MAR US 6,665.0 (1,625.0) (1,031.0) MARRIOTT INTL-A MAQ GR 6,665.0 (1,625.0) (1,031.0) MDC PARTNERS-A MDCA US 1,570.3 (94.1) (218.7) MDC PARTNERS-A MDZ/A CN 1,570.3 (94.1) (218.7) MDC PARTNERS-A MD7A GR 1,570.3 (94.1) (218.7) MERITOR INC AID1 GR 2,531.0 (782.0) 298.0 MERITOR INC MTOR US 2,531.0 (782.0) 298.0 MERRIMACK PHARMA MACK US 165.0 (65.8) 81.9 MERRIMACK PHARMA MP6 GR 165.0 (65.8) 81.9 MONEYGRAM INTERN MGI US 4,761.4 (39.5) 115.9 MORGANS HOTEL GR MHGC US 572.8 (172.9) 6.5 MORGANS HOTEL GR M1U GR 572.8 (172.9) 6.5 MPG OFFICE TRUST MPG US 1,280.0 (437.3) - NATIONAL CINEMED XWM GR 998.4 (179.2) 99.9 NATIONAL CINEMED NCMI US 998.4 (179.2) 99.9 NAVISTAR INTL NAV US 7,727.0 (4,072.0) 1,070.0 NAVISTAR INTL IHR TH 7,727.0 (4,072.0) 1,070.0 NAVISTAR INTL IHR GR 7,727.0 (4,072.0) 1,070.0 NEKTAR THERAPEUT ITH GR 487.0 (9.8) 225.5 NEKTAR THERAPEUT NKTR US 487.0 (9.8) 225.5 NEW ENG RLTY-LP NEN US 180.1 (23.2) - NEXSTAR BROADC-A NXST US 1,148.8 (8.4) 134.7 NEXSTAR BROADC-A NXZ GR 1,148.8 (8.4) 134.7 NII HOLDING INC NIHD* MM 8,189.7 (8.8) 1,078.9 NYMOX PHARMACEUT NYMX US 1.0 (6.1) (3.2) OCI PARTNERS LP OCIP US 460.3 (98.7) 79.8 OCI PARTNERS LP OP0 GR 460.3 (98.7) 79.8 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) OPOWER INC 38O GR 63.1 (6.3) (11.9) OPOWER INC OPWR US 63.1 (6.3) (11.9) OPOWER INC 38O TH 63.1 (6.3) (11.9) OVERSEAS SHIPHLD OSGIQ US 3,658.3 (51.3) 480.8 PALM INC PALM US 1,007.2 (6.2) 141.7 PHIBRO ANIMAL HE PAO GR 473.3 (78.7) 177.3 PHIBRO ANIMAL HE PAO EU 473.3 (78.7) 177.3 PHIBRO ANIMAL HE PAHC LN 473.3 (78.7) 177.3 PHIBRO ANIMAL-A PB8 GR 473.3 (78.7) 177.3 PHIBRO ANIMAL-A PAHC US 473.3 (78.7) 177.3 PHILIP MORRIS IN PM FP 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN 4I1 GR 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM1EUR EU 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN 4I1 TH 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM1 TE 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM1CHF EU 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PMI SW 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM US 36,137.0 (7,157.0) 854.0 PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLUG POWER INC PLUG US 35.4 (15.5) 11.1 PLUG POWER INC PLUN GR 35.4 (15.5) 11.1 PLUG POWER INC PLUN TH 35.4 (15.5) 11.1 PLY GEM HOLDINGS PG6 GR 1,033.7 (107.2) 199.4 PLY GEM HOLDINGS PGEM US 1,033.7 (107.2) 199.4 PROTALEX INC PRTX US 1.2 (8.6) 0.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 443.2 (51.2) 106.0 QUALITY DISTRIBU QDZ GR 443.2 (51.2) 106.0 QUINTILES TRANSN Q US 3,061.9 (559.5) 571.3 QUINTILES TRANSN QTS GR 3,061.9 (559.5) 571.3 RADIUS HEALTH IN RDUS US 12.8 (24.5) (22.7) RADNET INC RDNT US 737.2 (9.3) 61.4 RADNET INC PQI GR 737.2 (9.3) 61.4 REGAL ENTERTAI-A RGC US 2,787.3 (751.2) 142.6 REGAL ENTERTAI-A RETA GR 2,787.3 (751.2) 142.6 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 RETROPHIN INC 17R GR 94.0 (35.4) (107.0) RETROPHIN INC RTRX US 94.0 (35.4) (107.0) REVANCE THERAPEU RTI GR 18.9 (23.7) (28.6) REVANCE THERAPEU RVNC US 18.9 (23.7) (28.6) REVLON INC-A REV US 2,105.1 (589.0) 248.9 REVLON INC-A RVL1 GR 2,105.1 (589.0) 248.9 RITE AID CORP RTA GR 6,944.9 (2,113.7) 1,777.7 RITE AID CORP RAD US 6,944.9 (2,113.7) 1,777.7 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SABRE CORP SABR US 4,750.4 (312.9) (279.6) SABRE CORP 19S TH 4,750.4 (312.9) (279.6) SABRE CORP 19S GR 4,750.4 (312.9) (279.6) SALLY BEAUTY HOL SBH US 2,106.0 (268.8) 715.8 SALLY BEAUTY HOL S7V GR 2,106.0 (268.8) 715.8 SILVER SPRING NE 9SI TH 524.4 (97.1) 97.5 SILVER SPRING NE 9SI GR 524.4 (97.1) 97.5 SILVER SPRING NE SSNI US 524.4 (97.1) 97.5 SPORTSMAN'S WARE SPWH US 224.2 (121.1) 83.2 SPORTSMAN'S WARE 06S GR 224.2 (121.1) 83.2 SUNEDISON INC SUNE* MM 7,166.1 (236.5) 250.8 SUNEDISON INC SUNE US 7,166.1 (236.5) 250.8 SUNEDISON INC WFR TH 7,166.1 (236.5) 250.8 SUNEDISON INC WFR GR 7,166.1 (236.5) 250.8 SUNGAME CORP SGMZ US 0.9 (2.8) (3.0) SUPERVALU INC SJ1 TH 4,374.0 (738.0) 52.0 SUPERVALU INC SJ1 GR 4,374.0 (738.0) 52.0 SUPERVALU INC SVU US 4,374.0 (738.0) 52.0 SURNA INC SRNA US 0.0 (2.6) (2.6) THRESHOLD PHARMA THLD US 94.7 (29.0) 50.3 TRANSDIGM GROUP TDG US 6,399.3 (125.6) 975.5 TRANSDIGM GROUP T7D GR 6,399.3 (125.6) 975.5 TRINET GROUP INC TN3 TH 1,434.7 (270.4) 65.1 TRINET GROUP INC TNETEUR EU 1,434.7 (270.4) 65.1 TRINET GROUP INC TN3 GR 1,434.7 (270.4) 65.1 TRINET GROUP INC TNET US 1,434.7 (270.4) 65.1 ULTRA PETROLEUM UPL US 2,881.8 (227.7) (374.8) ULTRA PETROLEUM UPM GR 2,881.8 (227.7) (374.8) UNISYS CORP UIS US 2,399.2 (659.6) 421.4 UNISYS CORP UIS1 SW 2,399.2 (659.6) 421.4 UNISYS CORP UISEUR EU 2,399.2 (659.6) 421.4 UNISYS CORP USY1 TH 2,399.2 (659.6) 421.4 UNISYS CORP USY1 GR 2,399.2 (659.6) 421.4 UNISYS CORP UISCHF EU 2,399.2 (659.6) 421.4 VARONIS SYSTEMS VRNS US 33.7 (1.5) 1.8 VARONIS SYSTEMS VS2 GR 33.7 (1.5) 1.8 VECTOR GROUP LTD VGR US 1,459.2 (12.6) 422.5 VECTOR GROUP LTD VGR GR 1,459.2 (12.6) 422.5 VENOCO INC VQ US 738.2 (130.8) (13.4) VERISIGN INC VRSN US 2,609.3 (457.6) (253.6) VERISIGN INC VRS GR 2,609.3 (457.6) (253.6) VERISIGN INC VRS TH 2,609.3 (457.6) (253.6) VICTORY ELECTRON ECIG US 2.6 (6.9) 0.1 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VISKASE COS I VKSC US 346.7 (16.3) 106.1 WEIGHT WATCHERS WW6 TH 1,483.1 (1,452.8) (31.0) WEIGHT WATCHERS WW6 GR 1,483.1 (1,452.8) (31.0) WEIGHT WATCHERS WTW US 1,483.1 (1,452.8) (31.0) WEST CORP WSTC US 3,544.1 (709.4) 405.3 WEST CORP WT2 GR 3,544.1 (709.4) 405.3 WESTMORELAND COA WLB US 1,407.1 (206.2) (30.5) WESTMORELAND COA WME GR 1,407.1 (206.2) (30.5) XERIUM TECHNOLOG XRM US 631.1 (11.8) 104.4 XERIUM TECHNOLOG TXRN GR 631.1 (11.8) 104.4 YRC WORLDWIDE IN YEL1 TH 2,215.1 (363.1) 193.6 YRC WORLDWIDE IN YEL1 GR 2,215.1 (363.1) 193.6 YRC WORLDWIDE IN YRCW US 2,215.1 (363.1) 193.6 ********* 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 ***