/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140612.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 12, 2014, Vol. 18, No. 161 Headlines AC I INV MANAHAWKIN: Schedules and Statements Due June 18 ACADEMI HOLDINGS: S&P Assigns 'B' Corp. Credit Rating AFFINION GROUP: S&P Lowers CCR to 'SD' on Debt Exchange AKORN INC: S&P Affirms 'B+' CCR & Removes Rating From Watch Neg. ALION SCIENCE: Amends Form S-1 Prospectus with SEC B/E AEROSPACE: S&P Puts 'BB+' CCR on CreditWatch Developing BENDER SHIPBUILDING: Obtains $46MM Settlement in Caterpillar Suit BIOLIFE SOLUTIONS: Annual Meeting Set on August 6 BLUE BIRD: S&P Retains 'B' Rating on Finalized Credit Terms BOAL LAND: Voluntary Chapter 11 Case Summary BROADWAY FINANCIAL: Amends Report on Change of Auditors CALIBER IMAGING: Signs $200,000 Subscription Pact with CEO CALPINE CORP: Fitch Affirms 'B+' Issuer Default Rating CENTRAL FEDERAL: Edward Cochran Holds 9.5% Equity Stake COASTLINE INVESTMENTS: Chapter 11 Case to Proceed COASTLINE INVESTMENTS: Agrees to Stalking Horse Auction Sale COMMUNITY MEMORIAL: Trustee Seeks to Reclassify Funds Under Plan COMMUNITY MEMORIAL: Gets Court's Nod to Sell Mackinaw Property CONNIE STEVENS: 'Hawaiian Eye' Actress Files in Los Angeles COTT CORP: S&P Affirms 'B+' CCR & Removes From CreditWatch Dev. DAVITA HEALTHCARE: S&P Rates Proposed Sr. Unsecured Notes 'B+' DEWEY & LEBOEUF: Managers Use Indictment to Fend Off Suit EXIDE TECHNOLOGIES: Appoints New Execs to Lead Facility Upgrade FERRELLGAS L.P.: S&P Retains 'B+' Rating on $325MM Unsecured Notes FIRST MARINER: Expects to Start Trading on OTC Pink Marketplace GENCO SHIPPING: Equity Committee, U.S. Trustee Object to Plan GENCO SHIPPING: Files Schedules of Assets and Liabilities GENCO SHIPPING: Gets 100% Creditors' Support for Prepack Plan GENERAL MOTORS: Lawmakers Recall Chief To Washington GRANITE SHOALS: S&P Raises GO Debt Rating From 'BB+' HAIMIL REALTY: Voluntary Chapter 11 Case Summary HOLLY HILL COMMUNITY CHURCH: Section 341(a) Meeting Set on July 9 ICTS INTERNATIONAL: Igal Tabori Owns 10.1% Equity Stake JUNO HEALTHCARE: Voluntary Chapter 11 Case Summary KID BRANDS: To Consider Bankruptcy Option LANZA LAND: Case Summary & 12 Largest Unsecured Creditors M/A-COM TECHNOLOGY: S&P Assigns 'B+' Corp. Credit Rating MASON COPPELL: Chapter 11 Trustee Is Appointed After Sale MINERALS TECHNOLOGIES: S&P Assigns 'BB-' CCR & Rates Sr. Debt 'BB' MITEL NETWORKS: S&P Raises CCR to 'B+'; Outlook Positive NATROL INC: Vitamin Company Files for Chapter 11 Bankruptcy NATROL INC: Case Summary & 30 Largest Unsecured Creditors NEONODE INC: Two Directors Reelected at Annual Meeting NORD RESOURCES: Obtains Cease Trade Orders on Securities NORANDA ALUMINUM: Amends Form S-3 Prospectus With SEC PINNACLE FOODS: S&P Maintains 'B+' Rating on CreditWatch Positive RADIOSHACK CORP: Eight Directors Elected at Annual Meeting RESTORGENEX CORP: Transfers $1.3MM to ASC for Distribution RITE AID: BlackRock Reports $4.8% Equity Stake ROCKWELL MEDICAL: Expects to Get $2.2-Mil. PDUFA Fee Refund SAMSON RESOURCES: S&P Rates Secured Reserve-Based Loan 'BB-' SEARS METHODIST: Seeks Bankruptcy Protection SOLAR POWER: Amends Purchase Agreement with Robust Elite SPECIALTY HOSPITAL: U.S. Trustee Names 3-Member Creditors' Panel SPECIALTY HOSPITAL: Obtains Interim DIP Loan Approval SPECIALTY HOSPITAL: Can Proceed with June 23 Auction SPECIALTY HOSPITAL: Cases Jointly Administered in D.C. TRANS-LUX CORP: Receives $200,000 in Financing From Chairman STELLAR BIOTECHNOLOGIES: Hires Moss Adams as New Auditor TUSCANY INT'L: Court Confirms Amended Joint Plan of Reorganization TUSCANY INT'L: Tuscany Holdings Completes Purchase of Assets U.S. VIRGIN ISLANDS: Fitch Lowers GO Bond Rating to 'BB-' UNIVISION COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating UPPER VALLEY: Court Approves Disclosure and Reorganization Plan VERIS GOLD: Asks for U.S. Recognition of Canadian Restructuring VERIS GOLD: Chapter 15 Case Summary VERIS GOLD: Mining Company Files Ch. 15 to Shield US Assets WORTHINGTON ENERGY: Enters Into Settlement Deal with Montecito WYNDCLYFFE LLC: Voluntary Chapter 11 Case Summary YMCA OF MILWAUKEE: Assuming All Health Club Membership Agreements ZALE CORP: Suspending Filing of Reports with SEC * Argentine Delegates to Visit Washington to Discuss Overdue Debt * Chambers USA Ranks McGlinchey Stafford Among 2014 Top Law Firms * Hilco Adds "Buy Now" Option on Online Auction Platform * Stradley Ronon Hires Three Finance & Restructuring Attorneys * Recent Small-Dollar & Individual Chapter 11 Filings ********* AC I INV MANAHAWKIN: Schedules and Statements Due June 18 --------------------------------------------------------- AC I Inv Manahawkin LLC and its affiliates are required to submit their schedules of assets and liabilities, and statements of financial affairs by June 18, 2014. The initial case conference is set for July 7, 2014. The Debtors are required to submit their Chapter 11 plan and disclosure statement by Oct. 2, 2014, according to the docket. AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I Manahawkin LLC filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on June 4, 2014. The petitions were signed by David Goldwasser, of GC Realty Advisors LLC, managing member. The Debtors estimated assets of $50 million to $100 million and debts of $0 to $50 million. Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the Debtors' counsel. Judge Robert D. Drain presides over the cases. Affiliates of AC I Inv., et al., have pending bankruptcy cases before Judge Drain. NY Affordable Housing Albany Assocs. LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-20007) on July 26, 2013. First Bronx LLC sought bankruptcy protection (Bankr. S.D.N.Y. Case NO. 14-22047) on Jan. 13, 2014. Ollie Allen Holding Company LLC sought bankruptcy (Case NO. 14-22204) on Feb. 18, 2014. ACADEMI HOLDINGS: S&P Assigns 'B' Corp. Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Academi Holdings LLC. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating to the company's proposed $430 million secured credit facility due 2019, which consists of a $280 million term loan and $150 million revolver (about $50 million drawn at closing). The recovery rating on the facility is '3', indicating S&P's expectation for meaningful recovery (50%-70%) in a payment default scenario. "The rating on Academi reflects the risky nature of the company's business, combined with high debt levels," said Standard & Poor's credit analyst Chris Mooney. Academi plans to issue about $330 million of new debt to acquire Constellis and to refinance its existing debt, resulting in pro forma debt to EBITDA rising to about 4x (including a full year of earnings from Constellis) from about 3.5x previously. S&P believes that Academi will maintain credit metrics appropriate for an "aggressive" financial risk profile assessment, including debt to EBITDA below 5x, despite its ownership by private equity firms Forte Capital Advisors LLC and Manhattan Partners LLC. S&P believes future acquisitions are likely but that the owners would contribute additional equity to support a large acquisition. S&P also believes that low purchase multiples in the industry reduce the potential for debt to EBITDA to rise above 5x. S&P do not anticipate a debt-financed dividend over the next two years, given the owners' strategy to reinvest and grow the business, supported by Academi's placement in a single-purpose fund. S&P expects Academi to generate positive free cash flow, which if used for debt reduction, could result in meaningful credit metric improvement over time. Still, Academi's private equity ownership limits its financial risk profile assessment to "aggressive," given the potential for moderate releveraging -- even if the company's credit ratios could temporarily support a better financial risk profile assessment. The stable outlook reflects S&P's expectation that Academi's credit metrics will likely improve due to cost reduction efforts, moderate sales growth, and debt reduction, with debt to EBITDA declining to 3x-3.5x in 2015 from 4x on a pro forma basis in 2014. Still, S&P would not revise its financial risk profile assessment under the current ownership structure -- even if the company's credit metrics could temporarily support a better assessment. S&P could lower the rating if debt to EBITDA rises above 5x, which would most likely result from operating challenges, including lower margins on future contracts or the loss of significant contracts. Although less likely, a shift toward a more aggressive financial policy via increased debt to finance an acquisition or dividend could also cause a downgrade. The inherent risks in the business, combined with company's ownership by private equity firms and the potential for a debt- financed dividend or other transaction that could significantly increase leverage, make it unlikely that S&P would upgrade the company under the current ownership. AFFINION GROUP: S&P Lowers CCR to 'SD' on Debt Exchange ------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Affinion Group Holdings Inc. to 'SD' from 'CC'. At the same time, S&P lowered its issue-level ratings on Affinion Group Holdings Inc.'s outstanding 13.75%/14.5% senior secured PIK/toggle notes due 2018 to 'D' from 'CC'. The downgrade follows Affinion Group Holdings' announcement that it completed the exchange of series A warrants and new warrants to purchase shares of its class B common stock, for its 13.75%/14.5% senior secured PIK/toggle notes due 2018, which the company issued in December 2013. S&P views the exchange as distressed and tantamount to a default, given that in our view Affinion Group Holdings' investors will receive securities of less value than originally promised. Approximately $88.7 million in aggregate principal amount of the existing notes were tendered and accepted in the exchange offer. As a result, there will remain outstanding approximately $204 million aggregate principal amount of the 13.75%/14.5% senior secured PIK/toggle notes. S&P expects to raise the corporate credit rating over the near term to 'CCC+', reflecting risks surrounding the company's ability to reverse weak operating performance. S&P expects that pressures will continue on its domestic membership business from financial institution reregulation. In addition, the viability of the company's highly leveraged capital structure is subject to ongoing significant risk factors, despite growth in its smaller loyalty products business and international operations. AKORN INC: S&P Affirms 'B+' CCR & Removes Rating From Watch Neg. ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Akorn Inc. S&P removed the rating from CreditWatch with negative implications, where it placed it on May 14, 2014. The outlook is negative. At the same time S&P affirmed its 'B+' issue-level rating with a '3' recovery rating to the upsized senior secured term loan B. "Our view of Akorn's business risk profile as "weak" is underpinned by its minimal scale and scope in the highly competitive generic pharmaceutical market, and remains unchanged following the VersaPharm acquisition," said credit analyst Michael Berrian. "Akorn still competes against much larger participants in the industry that have significantly greater financial and other resources. While these larger competitors have kept their distance from many of the niche generic formulations Akorn manufactures, we believe the comparatively higher margins of these products could drive greater competition over time." S&P's negative outlook reflects somewhat higher leverage than it initially factored into the rating, coupled with risks to S&P's base-case revenue and EBITDA projections given the dependence on product performance and new product commercialization. Downside scenario S&P could lower the rating if Akorn's adjusted EBITDA is at least 15% lower than its base-case expectation of $226 million in 2014 and $288 million in 2015. S&P believes this could result from the company's inability to receive approval for, and ultimately commercialize, new products. Additionally, a debt-financed acquisition of $300 million or more would prompt consideration for a lower rating. Under both scenarios, leverage would be sustained at more than 5x. Upside scenario S&P could revise the outlook to stable if it gains confidence the company will meet or exceed our base-case expectations, particularly maintaining leverage at less than 5x at the end of 2015. This would primarily occur through organic EBITDA growth and/or other deleveraging measures. ALION SCIENCE: Amends Form S-1 Prospectus with SEC -------------------------------------------------- Alion Science & Technology Corp filed with the U.S. Securities and Exchange Commission amendment nos. 1, 2, 3, and 4 to its registration statement on Form S-1 relating to the: (a) offer to exchange all of its outstanding $235,000,000 10.25% senior notes due 2015 and the related guarantees (CUSIP 016275AF6) ("Old Notes") for an aggregate of: up to $235,000,000 of its Third-Lien Senior Secured Notes due 2019 and the related guarantees (together with up to 940,000 warrants to purchase up to 3,086,583 Shares of Common Stock, subject to increase as set forth below) and up to $20,000,400 in Cash (Subject to Proration) and the solicitation of consents; and (b) offering up to 8,877 units consisting of an aggregate of up to $8,877,000 of its Third-Lien Senior Secured Notes due 2019 and the Related Guarantees (together with up to 35,508 warrants to purchase up to 132,632 shares of common stock, subject to increase as set forth below) available to holders of Old Notes. The Exchange Offer and Consent Solicitation will expire at 9:00 a.m., New York City time, on [ ], 2014, unless extended by the Company. Tenders of Old Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on _____, 2014, unless extended by the Company, but not thereafter. The Unit Offering will expire on the Early Tender Date. The election to purchase Units in the Unit Offering cannot be revoked except that a valid withdrawal of Old Notes in the Exchange Offer will be deemed to have revoked any election to purchase Units in the Unit Offering. A full-text copy of the latest prospectus amendment is available at http://is.gd/ZQsREn About Alion Science Alion Science and Technology Corporation, based in McLean, Virginia, is an employee-owned company that provides scientific research, development, and engineering services related to national defense, homeland security, and energy and environmental analysis. Particular areas of expertise include communications, wireless technology, netcentric warfare, modeling and simulation, chemical and biological warfare, program management. Alion Science has been reporting losses for four consecutive years from Sept. 30, 2010, to Sept. 30, 2013. In 2013, Alion Science incurred a net loss of $36.59 million. Deloitte & Touche LLP, in McLean, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company does not expect to be able to repay its existing debt at their scheduled maturities. The Company's financing needs, its recurring net losses, and its excess of liabilities over assets raise substantial doubt about its ability to continue as a going concern, the auditors stated. As of March 31, 2014, the Company had $610.99 million in total assets, $816.34 million in total liabilities, $61.03 million in redeemable common stock, $20.78 million in common stock warrants, $130,000 in accumulated other comprehensive loss and a $287.29 million accumulated deficit. Bankruptcy Warning "The Company's high debt levels, of which $332.5 million matures on November 1, 2014 and Alion's recurring losses will likely make it more difficult for Alion to raise capital on favorable terms and could hinder its operations. Further, default under the Unsecured Note Indenture or the Secured Note Indenture could allow lenders to declare all amounts outstanding under the Wells Fargo Agreement, the Secured Notes and the Unsecured Notes to be immediately due and payable. Any event of default could have a material adverse effect on our business, financial condition and operating results if creditors were to exercise their rights, including proceeding against substantially all of our assets that secure the Wells Fargo Agreement and the Secured Notes, and will likely require us to invoke insolvency proceedings including, but not limited to, a voluntary case under the U.S. Bankruptcy Code," the Company said in the Quarterly Report for the period ended March 31, 2014. * * * As reported by the TCR on March 10, 2014, Standard & Poor's Ratings Services said it lowered its corporate credit rating on McLean, Va.-based Alion Science and Technology Corp. to 'CC' from 'CCC+'. "The ratings downgrade reflects a capital structure that matures within 12 months, a currently 'weak' liquidity assessment, which we revised from 'less than adequate', and our expectation that we would classify an exchange offer or similar restructuring undertaken by Alion as distressed," said Standard & Poor's credit analyst Martha Toll-Reed. In the May 23, 2014, edition of the TCR, Moody's Investors Service affirmed, among other things, Alion Science & Technology Corporation's ratings including the Caa2 Corporate Family Rating. The affirmation of Alion's Caa2 corporate family rating reflects the company's continued high leverage and weak interest coverage metrics that are not anticipated to improve meaningfully in the near-term, Moody's said. B/E AEROSPACE: S&P Puts 'BB+' CCR on CreditWatch Developing ----------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings on B/E Aerospace Inc., including the 'BB+' corporate credit rating, on CreditWatch with developing implications. The CreditWatch placement follows B/E Aerospace's announcement that it plans to separate its businesses into two independent publicly traded companies: one focused on the manufacture of aircraft cabin interiors and the other focused on distribution logistics and technical services for the aerospace and energy markets. "We expect both the manufacturing and services businesses to be able to successfully compete in the markets served following the separation and that each will be a major player in its respective industry," said Standard & Poor's credit analyst Christopher Denicolo. "However, each independent company would have a less diversified business operation and a lower EBITDA base than B/E Aerospace currently has on a consolidated basis." The company expects the spin-off to occur in the first quarter of 2015, subject to customary closing conditions. S&P will monitor the company's progress on the planned separation and subsequent spin-off. Each company's capital structure and financial policies after the separation are currently under development and are not yet available. S&P will review the information as it becomes available and assess the ratings implications for B/E Aerospace before resolving the CreditWatch placement. BENDER SHIPBUILDING: Obtains $46MM Settlement in Caterpillar Suit ----------------------------------------------------------------- The law firm of Cunningham Bounds, LLC on June 10 disclosed that a week before the start of a scheduled three week jury trial, the law firm of Cunningham Bounds, LLC obtained a $46,000,000 settlement for its clients, Bender Shipbuilding and Repair Company, Inc. and an international ship operator, in a product liability lawsuit filed against Caterpillar, Inc. for an explosion and fire caused by a defective engine onboard the M/V Sherman, a ship that was under construction at the time. In October 2005, Bender Shipbuilding entered into a contract with the ship operator for the construction of a series of state-of- the-art vessels, including the M/V Sherman. The contract price for the M/V Sherman was almost $27 million. On May 14, 2008, while the vessel was still under construction, one of its 3516B Caterpillar marine engines threw a rod during routine testing, causing a massive fire that burned the ship to its hull. Everyone who was on the ship at the time of the explosion was safely evacuated. In their lawsuit, the Plaintiffs alleged that the Caterpillar engine installed on the M/V Sherman was defective at the time of its original manufacture and delivery. The engine that failed weighed 17,000 pounds, had thousands of parts, was the size of a commercial truck, and was severely damaged in the fuel fed fire that burned for almost 24 hours. Discovery in the lawsuit revealed that the engine failure was caused by a missing oil plug. The missing plug was the size of a nickel, and had been left out of the crankshaft in the innermost part of the engine when it was manufactured. The missing oil plug starved part of the engine of oil, which led to the engine's catastrophic failure. "This was a hard fought case with highly regarded and very capable defense firms from New Orleans, Mobile, and Birmingham. The litigation took place in four courts, involved 40 depositions, required the testimony of over a dozen retained experts, and lasted for almost four years. It is a credit to the hard work, persistence and professionalism of our entire team that we were able to find the missing proverbial needle in the haystack, and crack this case wide open," said Skip Finkbohner of Cunningham Bounds. A resolution of this magnitude would not have been possible without the early efforts of Cunningham Bounds attorneys Steve Olen and Steve Nicholas, who handled the initial proceedings in the federal district and bankruptcy courts. Specifically, they fought and won critical battles over the appropriate forum for the litigation and which laws should apply. George W. "Skip" Finkbohner of Cunningham Bounds, LLC, along with his law partner, Lucy E. Tufts, served as co-lead counsel for the Plaintiffs. Also representing the Plaintiffs were Victor T. Hudson and William W. Watts of Pipes Hudson & Watts, LLP. The law firm of Cunningham Bounds, LLC, founded in 1958, is based in Mobile, Alabama and has been representing plaintiffs for over 50 years. Today the firm continues its tradition of representing victims in cases involving catastrophic personal injury, industrial accidents, defective products, truck and automobile accidents, and medical malpractice. The firm also has expertise in business litigation, complex litigation, and national and state class action litigation involving defective products and consumer fraud. About Bender Shipbuilding On June 9, 2009, three creditors filed an involuntary Chapter 7 petition (Bankr. S.D. Ala. Case No. 09-12616) against Mobile, Ala.-based Bender Shipbuilding & Repair Co. -- http://www.bendership.com/-- and on July 1, 2009, Bender consented to voluntary conversion of the involuntary chapter 7 proceeding to a chapter 11 proceeding. The Debtor sold substantially all of its assets in late-2009 to Dallas-based SunTX Capital Partners. The Court confirmed the Debtor's Plan of Liquidation on Dec. 9, 2010. The Plan became effective Dec. 27, 2010. BIOLIFE SOLUTIONS: Annual Meeting Set on August 6 ------------------------------------------------- The Board of Directors of BioLife Solutions, Inc., established June 13, 2014, as the record date for the Company's 2014 annual meeting of stockholders. The annual meeting is scheduled to be held at 9:00 a.m. on Aug. 6, 2014, at 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021. About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc., develops and markets patented hypothermic storage and cryo-preservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. BioLife Solutions incurred a net loss of $1.08 million in 2013, a net loss of $1.65 million in 2012, and a net loss of $1.95 million in 2011. The Company's balance sheet at March 31, 2014, showed $15.98 million in total assets, $1.90 million in total liabilities and $14.07 million in total shareholders' equity. BLUE BIRD: S&P Retains 'B' Rating on Finalized Credit Terms ----------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B' issue-level rating and '4' recovery rating on Georgia-based school bus manufacturer Blue Bird Body Co.'s senior secured debt remain unchanged following the finalization of the credit facility's terms. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%) in the event of a payment default. The rated credit facility will comprise a $235 million term loan and $60 million revolver. Annual amortization on the term loan will be 5%. S&P's 'B' corporate credit rating and stable outlook on Blue Bird are unchanged. RATINGS LIST Blue Bird Body Co. Corporate Credit Rating B/Stable/-- Ratings Unchanged Blue Bird Body Co. $60 mil. senior secured revolver due 2019 B Recovery Rating 4 $235 mil. senior secured term loan due 2020 B Recovery Rating 4 BOAL LAND: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ----------------------- -------- Boal Land Holdings, LLC 14-08829 16335 S. Houghton Rd. Tucson, AZ 85641 Albo Hardware, LLC 14-08827 16335 S. Houghton Rd. Tucson, AZ 85641 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 9, 2014 Court: United States Bankruptcy Court District of Arizona (Tucson) Judge: Hon. Eileen W. Hollowell (14-08829) Hon. Brenda Moody Whinery (14-08827) Debtor's Counsel: John C. Smith, Esq. Julia L. Matter, Esq. GERALD K SMITH & JOHN C SMITH LAW OFFICES, PLLC 6720 E Camino Principal, Ste. 100 Tucson, AZ 85715 Tel: 520-722-1605 Fax: 520-722-9096 Email: john@smithandsmithpllc.com Estimated Estimated Assets Liabilities ---------- ----------- Boal Land Holdings $1MM-$10MM $1MM-$10MM Albo Hardware, LLC $100K-$500K $500K-$1MM Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petitions were signed by Kenneth Allen, member. The Debtors did not file a list of their largest unsecured creditors when it filed the petition. BROADWAY FINANCIAL: Amends Report on Change of Auditors ------------------------------------------------------- Broadway Financial Corporation filed with the U.S. Securities and Exchange Commission an amended current report in connection with the appointment of Moss Adams as the Company's independent accounting firm. The Company clarified that: "In the two fiscal years ended December 31, 2013 and 2012 and through the subsequent period ended May 28, 2014, there have been no disagreements between the Company and Crowe Horwath on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Crowe Horwath's satisfaction, would have caused Crowe Horwath to make reference to the subject matter of the disagreement in connection with its opinion on the Company's consolidated financial statements for such year, and there were no reportable events as defined in Item 304(a)(1) (v) of Regulation S-K." Crowe Horwath LLP, the Company' former auditor, sent a letter addressed to the SEC stating that it agrees with the statements made by the Company. About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is currently regulated by the Board of Governors of the Federal Reserve System. The Bank is currently regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Broadway Financial reported a loss allocable to common stockholders of $1.08 million in 2013, a loss allocable to common stockholders of $693,000 in 2012 and a net loss available to common shareholders of $15.36 million in 2011. The Company's balance sheet at March 31, 2014, the Company had $335.07 million in total assets, $308.51 million in total liabilities and $26.56 million in total stockholders' equity. CALIBER IMAGING: Signs $200,000 Subscription Pact with CEO ---------------------------------------------------------- Michael Hone, the chief executive officer and a director of Lucid, Inc. d/b/a Caliber Imaging & Diagnostics entered into a subscription agreement with the Corporation to subscribe for 200,000 shares of Common Stock, par value $0.01 per share, of the Corporation, at a purchase price of $1.00 per share or for consideration of $200,000 in the aggregate. Pursuant to the Subscription Agreement, Mr. Hone may be entitled to additional shares of Common Stock and a warrant in the event of a Qualified Financing (as defined in the Subscription Agreement). A copy of the Subscription Agreement is available for free at: http://is.gd/OlXSG2 About Caliber Imaging & Diagnostics Rochester, N.Y.-based Caliber Imaging & Diagnostics' proprietary, cutting-edge VivaScope(R) system is a disruptive, noninvasive point-of-care platform imaging technology with numerous applications in dermatology, surgery and research. FDA 510(k) cleared, VivaScope has regulatory approval in most major markets. With 78 issued and pending patents worldwide, VivaScope significantly improves outcomes and reduces costs, allowing physicians to quickly detect cancerous lesions that appear benign. VivaScope dramatically reduces the need for expensive, painful and time-consuming biopsies, which show no malignancy approximately 70 percent of the time. VivaScope also has significant applications in testing and analysis in the cosmetics industry. For more information about Caliber I.D. and its products, please visit www.caliberid.com. Lucid, Inc., reported a net loss of $5.47 million on $3.34 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $9.82 million on $2.43 million of revenues in 2012. The Company's balance sheet at March 31, 2014, showed $2.21 million in total assets, $16.39 million in total liabilities and a $14.18 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations, deficit in equity, and projected need to raise additional capital to fund operations raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "As of December 31, 2013, we had approximately $12.0 million of outstanding debt. We cannot be sure that our future working capital or cash flows, combined with any funds resulting from our current fund raising efforts, will be sufficient to meet our debt obligations and commitments. Any failure by us to repay such debt in accordance with its terms or to renegotiate and extend such terms would have a negative impact on our business and financial condition, and may result in legal claims by our creditors. In addition, the existence of our outstanding debt many hinder or prevent us from raising new equity or debt financing. Our ability to make scheduled payments on our debt as they become due will depend on our future performance and our ability to implement our business strategy successfully. Failure to pay our interest expense or make our principal payments would result in a default. A default, if not waived, could result in acceleration of our indebtedness, in which case the debt would become immediately due and payable. If this occurs, we may be forced to sell or liquidate assets, obtain additional equity capital or refinance or restructure all or a portion of our outstanding debt on terms that may be less favorable to us. In the event that we are unable to do so, we may be left without sufficient liquidity and we may not be able to repay our debt and the lenders may be able to foreclose on our assets or force us into bankruptcy proceedings or involuntary receivership," the Company said in the 2013 Annual Report. CALPINE CORP: Fitch Affirms 'B+' Issuer Default Rating ------------------------------------------------------ Fitch Ratings has affirmed the ratings for Calpine Corp., including the 'B+' Issuer Default Ratings (IDRs) of Calpine and its subsidiary, Calpine Construction Finance Company (CCFC). The Rating Outlook for both companies is Stable. Calpine's 'B+' IDR reflects the company's high consolidated gross leverage and a generation portfolio that is largely uncontracted in 2015 and beyond. The ratings also incorporate various positive attributes of Calpine's asset portfolio such as a relatively young, clean and efficient generation fleet, geographic diversity and track record of generating relatively stable EBITDA in different natural gas price scenarios. Calpine has a strong liquidity position aided by growing free cash flow profile and has consistently demonstrated opportunistic capital market access that has lowered cost of debt and spread out its debt maturities. KEY RATING DRIVERS Improving EBITDA Profile: Calpine's ratings and stable outlook reflects Fitch's view that the fundamental positioning of the company in the merchant generation space continues to improve, leading to strengthening of credit metrics over the forecast horizon. Some of the key trends in the U.S. power generation sector, namely tightening environmental regulations, retirement of uneconomic coal plants and favourable demand supply dynamics in certain markets such as in the Electricity Reliability Council of Texas (ERCOT) are favorable for Calpine, in Fitch's opinion. Calpine is also a beneficiary of stronger than expected results from the latest PJM capacity auction. Contribution from the contracted generation projects that achieved commercial operation last year as well as from the projects under construction in Texas and PJM, is expected to drive EBITDA growth in the near term. Longer term, Calpine remains positively leveraged to a recovery in natural gas prices with its highly efficient fleet and natural gas being on the margin for power prices in most of the markets it operates in. Large Uncontracted Position: Calpine's generation position has increasingly become more unhedged over the last few quarters. As of March 31, 2014, approximately 28% of 2015 and 20% of 2016 expected output was unhedged. This disclosure is adjusted to reflect the recently announced sale of six south eastern power plans. Consequently, Calpine's open position for the forward years is the highest it has been since the company emerged from bankruptcy in 2008. This hedging strategy underscores management's fundamental view of improving power prices and leaves Calpine's EBITDA exposed to changes in forward natural gas prices and heat rates. As of March 31, 2014, every $1/MMBtu move in natural gas price changes Calpine's commodity margin by +/-$330 million in 2015 and approximately +/-$400 million in 2016, all else being constant. Similarly, every 500 btu/kwh change in heat rates changes the commodity margin by +/-$170-190 million in 2015 and +/-$180-200 million in 2016. Fitch does note, however, that low natural gas prices typically boost Calpine's generation output, thus, offsetting the compression in generation margins to a large extent. Calpine's EBITDA has proved to be relatively resilient in different natural gas price scenarios as compared to other merchant power generation companies. Strong Free Cash Flow Generation: Fitch expects Calpine to generate more than $600 million of free cash flow in 2014; annual free cash flow is expected to climb to approximately $1 billion 2016 onwards. These free cash flow estimates incorporate both maintenance and growth capex based on announced new projects. Calpine is actively pursuing new generation projects as part of its growth strategy. The company brought 739 MW of contracted capacity on line in 2013 (Calpine's share was 584 MW), and has under construction 390 MW of merchant capacity in the tight Texas market (COD in 2014) and 309 MW of merchant capacity (COD in 2015) that has cleared the PJM capacity auction. The company is looking at potentially developing additional merchant capacity of up to 1,500 MW and contracted capacity of 345 MW in 2016-17 time frame. Reinvestment of capital in new generation projects under long-term contracts would be viewed positively by Fitch. Investment in new merchant generation projects at deeply discounted capital costs in tight power markets such as Texas would be the next preferred deployment of excess cash. Capital Allocation Biased Towards Share Repurchases: With the balance sheet restructuring behind it, management has been increasingly focused on share repurchases and growth capex as its primary uses of excess cash. Since August 2011, Calpine has announced $2.1 billion of share repurchases, of which approximately $755 million is yet to be executed (as of March 31, 2014). The pace of share repurchases has been tracking above Fitch's expectation and has been bolstered by proceeds from opportunistic asset sales. Calpine's recently announced sale of six power plants at attractive valuation ($450/kw or 15.7x EV/EBITDA) along with the use of net operating losses will net approximately $1.53 billion in cash proceeds. Management's public comments indicate a balanced allocation of these proceeds across debt pay down, reinvestment opportunities and share repurchases. Fitch expects the debt pay down to be commensurate with the loss of EBITDA from the plants being sold, management's stated leverage targets and higher business risk at the margin with relatively less contracted portfolio after the sale. There are no debt maturities until 2019. Strengthening Credit Metrics: Fitch expects gross adjusted debt to EBITDAR ratio to be 6.2x in 2014 and improve to 4.7x in 2017. FFO adjusted leverage is expected to be 6.2x in 2014 and improve to 4.9x in 2017. Coverage ratios remain in the 2.75 - 3.00x range, in line with a strong 'B+' profile. Fitch's forecast assumes cash builds up on the balance sheet as the projects under construction achieve COD. To the extent management deploys a portion of the excess cash to new generation projects, there would be upside to our forecasted EBITDA and FFO metrics. It is Fitch's expectation that management continues to prudently invest excess cash flow proceeds in growth oriented projects and manage its balance sheet in a conservative manner. Calpine's liquidity position is strong with approximately $515 million of unrestricted cash and cash equivalents and $761 million of availability under the corporate revolver, as of March 31, 2014. Rating Linkages: In accordance with its Parent and Subsidiary Rating Linkage Criteria, Fitch is currently linking the IDRs of Calpine and CCFC. Calpine and CCFC are distinct issuers, the subsidiary debt is non-recourse to the parent, and there are no cross-guarantees or cross-default provisions between the two entities. However, there are strong contractual, operational and management ties between Calpine and CCFC. CCFC sells a majority of its power plant output under a long-term tolling arrangement with Calpine's wholly owned marketing subsidiary. CCFC is also a party to a master operation and maintenance agreement and a master maintenance services agreement with another wholly owned Calpine subsidiary. For these reasons, Fitch is assigning the same IDR to CCFC as the parent even though its standalone credit profile is stronger. Recovery Analysis: The individual security ratings at Calpine are notched above or below the IDR, as a result of the relative recovery prospects in a hypothetical default scenario. Fitch values the power generation assets that guarantee the parent debt using a net present value (NPV) analysis. A similar NPV analysis is used to value the generation assets that reside in non-guarantor subs and the excess equity value is added to the parent recovery prospects. The generation asset NPVs vary significantly based on future gas price assumptions and other variables, such as the discount rate and heat rate forecasts in California, ERCOT and the Northeast. For the NPV of generation assets used in Fitch's recovery analysis, Fitch uses the plant valuation provided by its third-party power market consultant, Wood Mackenzie as well as Fitch's own gas price deck and other assumptions. Fitch rates Calpine's corporate revolving facility, first lien credit facility and senior secured notes, which rank pari passu, at 'BB+/RR1'. The 'RR1' rating reflects a three-notch positive differential from the 'B+' IDR and indicates that Fitch estimates outstanding recovery of 91-100%. Fitch rates the first lien senior secured term loan facility at CCFC at 'BB+/RR1'. Rating Sensitivities Further Positive Rating Actions Unlikely: Positive rating actions for Calpine and CCFC appear unlikely unless there is material and sustainable improvement in Calpine's credit metrics compared with Fitch's current expectations. Management's net leverage target of 4.5x effectively caps Calpine's IDR at the 'B+' category. Weak Wholesale Power Prices: Calpine's EBITDA is sensitive to the level of power demand and the supply dynamics in each of the markets it operates in. Regulatory construct and market rules can distort pricing signals relative to the underlying power demand and supply fundamentals. These factors could depress Calpine's EBITDA and FFO below Fitch's expectations and, if sustained over a period of time, could lead to negative credit actions. Aggressive Capital Allocation Strategy: An enhanced pace of share repurchases without hitting or sustaining the stated net leverage targets would be a cause of concern. Higher Business Risk: An aggressive growth strategy that diverts significant proportion of growth capex towards merchant assets could lead to negative rating actions. Management has been disciplined about M&A and has largely focused on tuck-in acquisitions in its core markets. Large-scale, expensive, and debt laden acquisitions will adversely affect Calpine's credit profile. Inability to renew its expiring long-term contracts could potentially lead to a higher open position and elevate the business risk for Calpine. Weakening Credit Metrics: Sustained FFO leverage metrics below 6.5x and Total Adjusted Debt/EBITDAR below 6.0x could lead to negative rating actions. Fitch has affirmed the following ratings with a Stable Outlook: Calpine --IDR at 'B+'; --Corporate revolving facility at 'BB+/RR1'; --Senior secured first lien term loan at 'BB+/RR1'; --Senior secured first lien notes at 'BB+/RR1'. CCFC --IDR at 'B+'; --Senior secured first lien term loan at 'BB+/RR1'. CENTRAL FEDERAL: Edward Cochran Holds 9.5% Equity Stake ------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission Edward W. Cochran disclosed that as of May 12, 2014, he beneficially owned 1,561,000 shares of common stock of Central Federal Corporation representing 9.57 percent of the shares outstanding. Mr. Cochran previously owned 1,066,666.67 shares at Aug. 20, 2012. On May 12, 2014, the Reporting Person purchased 28,000 shares of Series B Preferred Stock from Central Federal for a purchase price of $25 per share in connection with Central Federal's private placement of up to 480,000 shares of Series B Preferred Stock. Each share of Series B Preferred Stock is convertible into shares of Common Stock, at the option of the holder at any time on or after July 15, 2014, based on a Common Stock conversion price of $1.75. With respect to the Series B Preferred Stock purchased, the Reporting Person also received, at no additional charge, a Warrant to purchase 91,000 shares of Common Stock. A copy of the regulatory filing is available for free at: http://is.gd/ZutnZ3 About Central Federal Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is the holding company for CFBank, a federally chartered savings association formed in Ohio in 1892. CFBank has four full-service banking offices in Fairlawn, Calcutta, Wellsville and Worthington, Ohio. As reported by the TCR on April 24, 2014, the Board of Directors of Central Federal approved the engagement of BKD, LLP, to serve as the Company's independent registered public accounting firm for the year ending Dec. 31, 2014. Crowe Horwath LLP was dismissed as the Company's accounting firm. The Office of the Comptroller of the Currency has terminated the Cease and Desist Order against CFBank, a subsidiary of Central Federal Corporation, effective Jan. 23, 2014. The CFBank Order has been in place since May 25, 2011, which was prior to the 2012 capital raise and recapitalization of Central Federal Corporation and CF Bank by the current management team and standby investor group led by Timothy O'Dell (CEO), Thad Perry (President) and Robert Hoeweler (Chairman). Central Federal reported a net loss of $918,000 in 2013, a net loss of $3.76 million in 2012 and a net loss of $5.42 million in 2011. The Company's balance sheet at March 31, 2014, showed $258.98 million in total assets, $236.28 million in total liabilities and $22.70 million in total stockholders' equity. COASTLINE INVESTMENTS: Chapter 11 Case to Proceed ------------------------------------------------- First General Bank, joined by Investor Capital, asked the Bankruptcy Court for the Central District of California, Los Angeles Division, to dismiss Coastline Investments and Diamond Waterfalls' jointly administered Chapter 11 case, or alternatively to convert the case to Chapter 7. First General Bank, the first priority lienholder, complained that the Debtors had not obtained insurance on the realty securing the debt, nor had the Debtors allowed inspections of the property. Prior to the filing of the voluntary Chapter 11 petitions, Investor Capital, the second priority lienholder, had a receiver in place; however, the receiver was never approved by the Court. First General urged the Court to lift the stay and allow it to immediately take possession of the Diamond Waterfalls property due to the lack of insurance and fact that the property was at great risk for damage or deterioration because it was not being operated or serviced. Further, Investor Capital urged the Court to dismiss the bankruptcy case because the creditors were at a great risk due to no insurance, and that the appointment of a trustee would not rectify the situation because of the lack of funds to obtain insurance or operate the Debtors' hotels. In response to the creditors' requests, Coastline and Diamond Waterfalls urged the Court to deny the requested relief. Coastline and Diamond Waterfalls argued that the requests were partially moot because the Debtors had recently obtained insurance on the hotel properties using non-estate resources. Additionally, they argued, dismissal or conversion of the case would allow the properties to be sold -- a situation from which First General and Investor Capital would be the only creditors to benefit. Ultimately, First General withdrew its requests during course of the May 21, 2014 hearing. About Coastline and Diamond Coastline Investments, doing business as Hilltop Suites Hotel, and Diamond Waterfalls LLC, doing business as Diamond Bar Inn & Suites, filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Case No. 14-13028 and 14-13030) in Los Angeles on Feb. 18, 2014. The cases are jointly administered under Lead Case No. 14-30328. Coastline Investments is the owner of a hotel located at the top of a prominent hill with sweeping views in Pamona, California. The Hilltop Hotel consists of 130 suites located on three acres of hilltop property by Interstates 10 and 57, Cal-Poly Tech University, and the Los Angeles County fairgrounds, Fairplex. The Hilltop Hotel has three hotel floors along with two levels of parking and features and outdoor pool, spa, exercise fitness center, sauna, steam room and a full service restaurant, lounge, meeting spaces and a banquet ballroom to accommodate 300 guests. Diamond is the owner of a 161-room hotel located in Pomona, California. The Diamond Hotel is a full-service hotel, which includes a business center, meeting facilities, pool, spa, fitness center, steam, sauna and offices. The Debtors acquired both of the hotels through voluntary Chapter 11 bankruptcy court 11 U.S.C. Sec. 363 sales in February 2012. The Hilltop Hotel was acquired from Shilo Inn, Pamona Hilltop, LLC (Case No. 11-26270) and the Diamond Hotel was acquired from Shilo Inn, Diamond Bar LLC (Case No. 10-60884). The Debtors sought bankruptcy protection after the receiver appointed for the hotels scheduled a trustee sale for both hotels. The receiver was appointed at the behest of the investor group which provided a secured loan of $2,500,000, which the Debtors defaulted. The Debtors also have loans from First General Bank each in the amount of $5,250,000. Shin-Chung Liu is the 100% membership owner and managing member of both of the Debtors. The Debtors' affairs are managed by Liberty Capital Management Corporation. Judge Richard M. Neiter has been assigned to the cases. The Debtors are represented by David B. Golubchick, and J.P. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los Angeles, California. COASTLINE INVESTMENTS: Agrees to Stalking Horse Auction Sale ------------------------------------------------------------ Coastline Investments on May 21, 2014, advised the Bankruptcy Court and the parties-in-interest in its case that the Debtors were agreeable to the auction sale of the hotel properties to West Coast Asset Management, provided that certain protections were in place. The terms of the proposed sale are as follows: The proposed sale to West Coast is for $8.25 million. West Coast is to deposit 3% of the sale price in escrow. This amount will become non- refundable if the Court approves the sale and West Coast is the highest bidder for the property. West Coast has waived all due diligence contingencies other than 50% financing and title insurance. The sale will be subject to overbids, and closing will take place between 45 and 90 days after May 29, 2014. The Debtors will utilize the services of CBRE, the Court-approved broker, to try and generate overbids. The proposed sales agreement requires Court approval on several issues. The first issue is that West Coast will need Court approval as the stalking horse bidder. Second, if a competing bidder is accepted and approved, West Coast will receive a full refund of its 3% deposit and the Debtors will pay an additional 3% ($240,750) "breakup fee" to West Coast. A "breakup fee" in a Chapter 11 case is an incentive payment made to an unsuccessful bidder who placed the estate property in sale configuration mode as a means to attract other bidders. In re Financial News Network, Inc., 126 B.R. 152, 154 n. 5 (Bankr. S.D.N.Y. 1991); see also In re Integrated Resources, Inc., 147 B.R. 650, 653 (S.D.N.Y. 1992). Next, the initial overbid must be at least $100,000 greater than West Coast's bid plus the breakup fee. Any subsequent bids must be in $100,000 increments, and West Coast has the right to submit overbids in response to competing bids. Fourth, the deadline to submit overbids should be at least three days before auction. Finally, in order to qualify as an over-bidder, a potential bidder must deposit 3% of the proposed West Coast sale price plus the "breakup fee" in order to show its financial ability. While the Bankruptcy Code does not address specific procedures to be followed in auction sales, courts have stated that the objective should be obtaining the highest possible sale price, noting that competitive bidding is encouraged. In re Atlanta Packaging Products, Inc., 99 B.R. 124, 131 (Bankr. N.D. Ga. 1988). In bankruptcy cases, "breakup fees" are permitted so long as the fees are reasonably related to a stalking horse bidder's efforts and to the magnitude of the transaction. Cottle v. Storer Communication Inc., 849 F.2d 570, 578 (11th Cir. 1988). In evaluating a "breakup fee", courts should consider whether the fee serves any of the following functions: 1) attracts or retains bidders, 2) establishes a bid standard or minimum, or 3) attracts additional bidders. Courts generally approve "breakup fees" that: 1) are not the product of self-dealing by the debtor or trustee, 2) are not likely to hamper bidding, or 3) are not unreasonable large in relation to the proposed purchase price. In re Integrated Resources, Inc., 147 B.R. 650, 662 (S.D.N.Y. 1992). A hearing was scheduled for June 5, 2014, for the Court to consider the proposed auction sale. About Coastline and Diamond Coastline Investments, doing business as Hilltop Suites Hotel, and Diamond Waterfalls LLC, doing business as Diamond Bar Inn & Suites, filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Case No. 14-13028 and 14-13030) in Los Angeles on Feb. 18, 2014. The cases are jointly administered under Lead Case No. 14-30328. Coastline Investments is the owner of a hotel located at the top of a prominent hill with sweeping views in Pamona, California. The Hilltop Hotel consists of 130 suites located on three acres of hilltop property by Interstates 10 and 57, Cal-Poly Tech University, and the Los Angeles County fairgrounds, Fairplex. The Hilltop Hotel has three hotel floors along with two levels of parking and features and outdoor pool, spa, exercise fitness center, sauna, steam room and a full service restaurant, lounge, meeting spaces and a banquet ballroom to accommodate 300 guests. Diamond is the owner of a 161-room hotel located in Pomona, California. The Diamond Hotel is a full-service hotel, which includes a business center, meeting facilities, pool, spa, fitness center, steam, sauna and offices. The Debtors acquired both of the hotels through voluntary Chapter 11 bankruptcy court 11 U.S.C. Sec. 363 sales in February 2012. The Hilltop Hotel was acquired from Shilo Inn, Pamona Hilltop, LLC (Case No. 11-26270) and the Diamond Hotel was acquired from Shilo Inn, Diamond Bar LLC (Case No. 10-60884). The Debtors sought bankruptcy protection after the receiver appointed for the hotels scheduled a trustee sale for both hotels. The receiver was appointed at the behest of the investor group which provided a secured loan of $2,500,000, which the Debtors defaulted. The Debtors also have loans from First General Bank each in the amount of $5,250,000. Shin-Chung Liu is the 100% membership owner and managing member of both of the Debtors. The Debtors' affairs are managed by Liberty Capital Management Corporation. Judge Richard M. Neiter has been assigned to the cases. The Debtors are represented by David B. Golubchick, and J.P. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los Angeles, California. COMMUNITY MEMORIAL: Trustee Seeks to Reclassify Funds Under Plan ---------------------------------------------------------------- James W. Boyd, liquidating trustee of debtor Community Memorial Hospital dba Cheboygan Memorial Hospital, seeks a Bankruptcy Court order authorizing an amendment to the Confirmed Plan of Distribution, reclassifying allegedly restricted funds as non- restricted. The reclassification would permit the distribution of such funds to the creditors of the estate. The Liquidating Trustee reasoned that it could not determine, from the Debtor's existing records, that any funds gifted to the Debtor were intended as "restricted" in any material aspect. The Debtor's records indicated, in fact, that the gifts the Debtor received over time were not restricted, the Liquidating Trustee said. About Community Memorial Hospital Community Memorial Hospital, operator of the Cheboygan Memorial Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 12-20666) on March 1, 2012. Judge Daniel S. Opperman oversees the case. Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq., at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent the Debtor as counsel. The Debtor's financial advisor is Conway Mackenzie Inc. The Debtor disclosed $23,085,273 in assets and $26,329,103 in liabilities. Opened in 1942, the Debtor is an independent, not-for-profit entity, organized exclusively for charitable, scientific and educational purposes, and holds tax exempt status in accordance with Section 501(c)(3) of the Internal Revenue Code. The Cheboygan Memorial Hospital is a 25-bed critical access hospital located in Cheboygan, Cheboygan County, a community on the Lake Huron coast. The Debtor has 395 employees. McLaren Health Care Corporation proposed to acquire substantially all of the Debtor's operating assets at its primary hospital campus, for $5,000,000, plus (2) all amounts required for the Debtor to cure and assume the assigned Assumed Contracts and Leases. Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a five-member official committee of unsecured creditors in the Chapter 11 case of Community Memorial Hospital. Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan, represents the Unsecured Creditors' Committee as counsel. The Creditors Committee won confirmation of its Corrected First Amended Plan of Liquidation for the Debtor in August 2013. A liquidating trust is established to liquidate the Debtor's remaining assets and distribute the proceeds to creditors. James Boyd has been designated as liquidating trustee. He is represented by Michael S. McElwee, Esq., of Varnum LLP. COMMUNITY MEMORIAL: Gets Court's Nod to Sell Mackinaw Property -------------------------------------------------------------- Judge Daniel S. Opperman granted James W. Boyd, as liquidating trustee of Community Memorial Hospital, permission to sell a vacant land real property in Mackinaw City, Michigan, to Ronald and Linda Gwilt for $10,000, subject to higher or better offers. The Property comprises of two lot parcels. If the Liquidating Trustee receives any higher bid for the Property, he will conduct a public auction at his office in Traverse City, Michigan. At the sale closing, the Liquidating Trustee is authorized to pay (1) the realtor's commission of $1,000; (2) outstanding real property taxes; (3) any costs associated with maintaining the property; and (4) transfer taxes, title insurance and any other normal and customary costs associated with the sale. About Community Memorial Hospital Community Memorial Hospital, operator of the Cheboygan Memorial Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 12-20666) on March 1, 2012. Judge Daniel S. Opperman oversees the case. Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq., at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent the Debtor as counsel. The Debtor's financial advisor is Conway Mackenzie Inc. The Debtor disclosed $23,085,273 in assets and $26,329,103 in liabilities. Opened in 1942, the Debtor is an independent, not-for-profit entity, organized exclusively for charitable, scientific and educational purposes, and holds tax exempt status in accordance with Section 501(c)(3) of the Internal Revenue Code. The Cheboygan Memorial Hospital is a 25-bed critical access hospital located in Cheboygan, Cheboygan County, a community on the Lake Huron coast. The Debtor has 395 employees. McLaren Health Care Corporation proposed to acquire substantially all of the Debtor's operating assets at its primary hospital campus, for $5,000,000, plus (2) all amounts required for the Debtor to cure and assume the assigned Assumed Contracts and Leases. Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a five-member official committee of unsecured creditors in the Chapter 11 case of Community Memorial Hospital. Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan, represents the Unsecured Creditors' Committee as counsel. The Creditors Committee won confirmation of its Corrected First Amended Plan of Liquidation for the Debtor in August 2013. A liquidating trust is established to liquidate the Debtor's remaining assets and distribute the proceeds to creditors. James Boyd has been designated as liquidating trustee. He is represented by Michael S. McElwee, Esq., of Varnum LLP. CONNIE STEVENS: 'Hawaiian Eye' Actress Files in Los Angeles ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Connie Stevens, an actress and singer popular in the 1960s, filed a Chapter 11 petition in Los Angeles last week. According to the report, the singer/actress, who is best known for her role as Cricket Blake on the television show "Hawaiian Eye" from 1959 to 1963, is yet to file official lists of her assets, debt and pre-bankruptcy transactions. The case is In re Connie Stevens, 14-bk-21156, U.S. Bankruptcy Court, Central District of California (Los Angeles). COTT CORP: S&P Affirms 'B+' CCR & Removes From CreditWatch Dev. --------------------------------------------------------------- Standard & Poor's affirmed its ratings on Tampa, Fla.-based Cott Corp., including its 'B+' long-term corporate credit rating on the company, and removed all ratings from CreditWatch, where they had been placed with developing implications Feb. 13, 2014. The outlook is negative. "We have removed the ratings from CreditWatch because Cott has concluded its evaluation of strategic alternatives to enhance shareholder value," said Standard & Poor's credit analyst Lori Harris. "We expect the company's chosen strategy of growth through diversification to be managed such that Cott's business risk and financial risk profiles do not change materially. However, Cott's likely reliance on acquisitions to maintain revenue growth adds executional risk, which could affect future earnings," Ms. Harris added. Standard & Poor's also assigned its 'B+' issue-level rating and '4' recovery rating to Cott's proposed US$525 million senior unsecured notes due 2022, which will be issued through the company's wholly owned U.S. subsidiary, Cott Beverages Inc. The '4' recovery rating indicates S&P's expectation of average (30%- 50%) recovery in the event of default. S&P understands that the notes will be issued under Rule 144A and will be used to repay the company's US$375 million senior unsecured notes due 2018 as well as debt outstanding under Cott's asset-backed lending (ABL) facility (no rated). The ratings on Cott reflect Standard & Poor's view of the company's "vulnerable" business risk profile and "significant" financial risk profile, which result in an anchor score of 'b+'. Modifiers did not have an impact on the anchor score. Cott's vulnerable business risk assessment reflects its small size in a sector dominated by companies with substantially greater financial resources and market presence, weak profitability, customer concentration, seasonality, susceptibility to commodity cost swings, and its participation in the mature and highly competitive carbonated soft drink (CSD) and juice markets. With Wal-Mart Stores Inc. accounting for about 30% of revenue, a significant loss in Wal-Mart volume could lead to a material drop in Cott's revenue and operating profit. S&P believes these factors are partially offset by Cott's leading market positions in private label take-home CSDs in the U.S., the U.K., and Canada, as well as shelf stable juices in the U.S. The negative outlook on Cott reflects Standard & Poor's belief that the company's operating performance could remain weak, driven by lower organic revenue. Furthermore, Cott's likely reliance on acquisitions to maintain revenue growth adds executional risk, which could affect future earnings. S&P could lower the ratings if the company's operating performance falls below its expectations or if Cott's financial flexibility and credit ratios weaken on a sustainable basis, resulting in adjusted debt to EBITDA above 4x and funds from operations to debt below 20%. S&P could revise the outlook to stable if the company's organic revenue base stabilizes and it maintains margins despite the potential for intense competitive activity, higher commodity prices, and a decline in its business with Wal-Mart, in addition to maintaining leverage below 4x and FFO to debt above 20%. DAVITA HEALTHCARE: S&P Rates Proposed Sr. Unsecured Notes 'B+' -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' issue-level rating to DaVita HealthCare Partners Inc.'s proposed senior unsecured notes offering. The recovery rating is '6', indicating S&P's expectations of negligible (0%-10%) recovery in the event of default. S&P's ratings on DaVita, including the 'BB' corporate credit rating and 'BB' issue-level rating and '3' recovery rating on the company's existing senior secured credit facility, are unchanged. The outlook remains stable. The company intends to use the proceeds to refinance existing debt. S&P's ratings on this U.S.-based provider of dialysis services reflect its "fair" business risk profile highlighted by its narrow business focus and reimbursement risk as well as its large size and wide geographic footprint. S&P also considers the diversification impact from the company's relatively recent acquisition of HCP. HCP, a completely separate business, is a patient and physician-focused integrated health care delivery and management company. "Our view of the company's "significant" financial risk profile reflects our expectation that leverage will remain below 4x. Although we expect DaVita to pursue acquisitions and share repurchases, we expect the company's discretionary cash flow will help keep leverage below 4x over time, possibly with brief periods where leverage is higher. Full capacity on its revolving credit facility, large cash reserves, and lack of covenant pressure support its "strong" liquidity," S&P said. RATINGS LIST DaVita HealthCare Partners Inc. Corporate Credit Rating BB/Stable/-- New Rating Senior Unsecured Notes B+ Recovery Rating 6 DEWEY & LEBOEUF: Managers Use Indictment to Fend Off Suit --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the three former top executives at Dewey & LeBoeuf LLP, indicted by the Manhattan district attorney for falsely portraying the failing law firm's financial condition, filed papers in federal court in Des Moines, asking the judge to halt their civil case until their criminal proceedings are concluded. According to the report, the former executives were slapped by Aviva Life & Annuity Co., with a lawsuit alleging that it was induced to buy $35 million in secured notes in April 2010 by Steven Davis, Dewey's former chairman; Stephen DiCarmine, its former executive director; and Joel Sanders, the ex-finance chief. The Iowa lawsuit is Aviva Life & Annuity Co. v. Davis, 12-cv- 00603, U.S. District Court, Southern District of Iowa (Des Moines). About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. EXIDE TECHNOLOGIES: Appoints New Execs to Lead Facility Upgrade --------------------------------------------------------------- Exide Technologies on June 11 disclosed that it has appointed two new executives to lead the Company's efforts to upgrade its Vernon, California recycling facility. The Company has named Thomas Strang as its Vice President, Environment Health & Safety ? Americas, and Charles Giesige as Vice President of Recycling Operations ? Americas. Mr. Strang is responsible for developing and managing regulatory compliance programs at the Vernon operation and other Exide locations. He also is overseeing the upgrades for the Company's Vernon recycling facility. He joined Exide on May 5. Mr. Giesige, who joins the Company on June 16, will lead strategic oversight and operations of the Exide Americas recycling division, including management of plant purchasing, productivity, quality and logistics functions. In coordination with Mr. Strang, Mr. Giesige will develop policies and programs to enhance environmental compliance. "Tom and Chuck will drive a strong health and safety vision and culture at Exide," said Robert M. Caruso, President and Chief Executive Officer of Exide Technologies. "They bring fresh perspectives and high levels of expertise to lead our efforts to upgrade our Vernon facility." Mr. Strang and Mr. Giesige bring to Exide more than 60 years of combined environmental, safety and health, and plant operations experience. Mr. Strang has a successful history in managing environmental remediation, implementing best practices and working collaboratively with diverse communities. Prior to joining Exide, he served as the Vice President of Environment Health and Safety, Regulatory Affairs, and Manufacturing Excellence for Chemtura Corporation where he developed and instilled the company's safety culture globally. He held a similar role at Hercules Chemical, serving in a number of engineering, supply chain, and plant manager capacities. Mr. Strang has a Bachelor of Science degree in Mechanical Engineering from Purdue University and an MBA from Rensselaer Polytechnic Institute. "The Exide Vernon facility is one of only two battery recycling plants west of the Rockies and plays an important role in California's green economy. Not only are we are focused on completing the $5 million in improvements that will make this recycling center a premier facility, we're helping to ensure the health and safety of our employees and local residents. We look forward to resuming our operations and getting our employees back to work as soon as the project is completed and tested." Mr. Giesige has experience with battery manufacturing going back more than three decades, and has held senior management positions at a number of global companies, most recently as Vice President of Corporate Development for Columbus McKinnon Corporation. He also served as Vice President and General Manager for the Dynasty Division and Power Systems Division of C&D Technologies. Prior to that, he was Vice President and General Manager of the Specialty Battery/Dynasty Division of Johnson Controls which was later acquired by C&D Technologies. He earned a Bachelor of Science degree in Accounting from The Ohio State University and an MBA from the University of Wisconsin. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. FERRELLGAS L.P.: S&P Retains 'B+' Rating on $325MM Unsecured Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services said that its 'B+' issue-level rating and '4' recovery rating on U.S. propane distributor Ferrellgas L.P.'s and Ferrellgas Finance Corp.'s $325 million, 6.75% senior unsecured notes due 2022 are unchanged after the partnership announced its proposal to issue a $150 million add-on to the notes. The notes will total $475 million. S&P's 'B+' corporate credit rating and stable outlook on Ferrellgas L.P. are unchanged. The '4' recovery rating on the partnership's notes indicates S&P's expectation of average (30% to 50%) recovery if a payment default occurs. The partnership intends to use net proceeds to repay borrowings outstanding under its credit facility. As of April 30, 2014, Ferrellgas had about $1.4 billion in debt. Kansas based Ferrellgas L.P. is the operating limited partnership of Ferrellgas Partners L.P. (FGP). FGP is rated 'B+', and the outlook is stable. RATINGS LIST Ferrellgas Partners L.P. Corporate Credit Rating B+/Stable/-- Ferrellgas L.P. Ferrellgas Finance Corp. $475 mil 6.75% sr unsecured notes B+ Recovery Rating 4 FIRST MARINER: Expects to Start Trading on OTC Pink Marketplace --------------------------------------------------------------- First Mariner Bancorp said it anticipated that quotation for its common stock will be moved to the OTC Pink marketplace, according to the Company's amended report filed with the U.S. Securities and Exchange Commission. In a previously filing with the SEC, the Company incorrectly reported that there will no longer be a trading market for its Common Stock. The Financial Industry Regulatory Authority notified the Company that if the Company has not filed its quarterly report on Form 10-Q for the quarter ended March 31, 2014, by June 23, 2014, its Common Stock will not be eligible for quotation on the OTC Bulletin Board. Because the Company does not anticipate filing its Form 10-Q, its Common Stock will be removed the OTCBB on or after June 24, 3014. About First Mariner Bancorp First Mariner Bancorp, the holding company for Maryland community bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10, 2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a new bank formed by investors. The case is In re First Mariner Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice. The Debtor's bankruptcy counsel is Kramer Levin Naftalis & Frankel LLP. The Debtor's local counsel is Lawrence Joseph Yumkas, Esq., at Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland. The Debtor's regulatory and corporate counsel is Kilpatrick Townsend & Stockton LLP. The Debtor's investment banker and financial adviser is Sandler O'Neill + Partners, L.P. The Debtor has total assets of $5.45 million and total debts of $60.52 million. GENCO SHIPPING: Equity Committee, U.S. Trustee Object to Plan ------------------------------------------------------------- The Official Committee of Equity Security Holders and William K. Harrington, U.S. Trustee for Region 2, object to the confirmation of Genco Shipping & Trading Ltd.'s prepackaged plan of reorganization. The Equity Committee takes issue with respect to the Debtors' valuation. The Equity Committee accuses the Debtors and their financial advisors, Blackstone Advisory Partners LP, to have "engineered an unreasonably low valuation based on ultra- conservative and manipulated projections that are inconsistent with management's historical practices, in an effort to understate the enterprise value of the Debtors' operations and to deprive current equity holders of a fair recovery under the Plan." The Equity Committee said it is prepared to show at the confirmation trial that the actual enterprise value of the Debtors as a going concern is higher than its debt. To aid its presentation at the confirmation trial, the Equity Committee sought documents regarding the Debtors' valuation and valuation work but a letter sent by Sidley Austin LLP, the law firm representing the Equity Committee, to Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York alleged that the financial advisers to noteholders and lenders who support the Chapter 11 plan haven't produced "a single document" regarding their valuation work. Akin Gump Strauss Hauer & Feld LLP, lawyers for some noteholders who support the Chapter 11 plan, responded to the attack, saying that the committee's letter was "littered with half-truths (at best)" suggesting that parties are "dragging their feet as it relates to the equity committee's overly broad and unduly burdensome discovery demands," Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported. Milbank, Tweed, Hadley & McCloy LLP, which hired financial advisers to assist Wilmington Trust NA as agent, joined in, saying that Akin's letter was "premised on two blatant misrepresentations" and filed "in violation" of the court's rules regarding discovery disputes, Mr. Rochelle said. The U.S. Trustee objects to the confirmation of the Plan because it impermissibly provides for: (i) the reimbursement of costs, including legal fees and expenses of the creditors supporting the Plan; and (ii) non-debtor third-party releases and an exculpation provision that, by virtue of being overbroad, do not comport with Second Circuit law or the Bankruptcy Code. A June 12 hearing is scheduled to consider both the adequacy of the disclosure statement explaining the Prepackaged Plan and the confirmation of the same Plan. The Equity Committee is represented by Steven M. Bierman, Esq., Benjamin R. Nagin, Esq., and Michael G. Burke, Esq., at Sidley Austin LLP, in New York; and James F. Conlan, Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP, in Chicago, Illinois. Andrew D. Velez-Rivera, Esq., Trial Attorney, Office of the U.S. Trustee, in New York. About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. Wilmington Trust, N.A., in its capacity as successor administrative and collateral agent under a 2007 credit agreement, is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP. Credit Agricole Corporate & Investment Bank, as agent and security trustee under an August 2010 Loan Agreement; Deutsche Bank Luxembourg S.A., as agent, and Deutsche Bank AG Fillale Deutschlandgeschaft, as security agent and bookrunner under the August 2010 Loan Agreement, are represented by Alan Kornberg, Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents the Pre-Petition $100 Million and $253 Million Credit Facilities. The Bank of New York Mellon, the indenture trustee for Genco's 5.00% Convertible Senior Notes due Aug. 15, 2014, and the informal group of 5.00% Convertible Senior Notes due August 15, 2014, are represented by Michael Stamer, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump also represents the Informal Convertible Noteholder Group. Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta, Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP. Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc Consortium of Equity Holders. Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq., Washington, DC, represents Deutsche Bank as Pre-Petition Lender, and Credit Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy Lender. Dechert LLP's Allan S. Brilliant, Esq., represents the Entities Managed by Aurelius Capital Management, LP. The U.S. Trustee has appointed an Official Committee of Equity Security Holders. The Equity Committee members are (1) Aurelius Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic Partners, LP. It is represented by Steven M. Bierman, Esq., Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan, Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP. Genco has filed a motion to disband the Equity Committee, complaining that it is unnecessary and wasteful of the estates' resources. GENCO SHIPPING: Files Schedules of Assets and Liabilities --------------------------------------------------------- Genco Shipping and Trading Limited filed its schedules of assets and liabilities in the U.S. Bankruptcy Court for the Southern District of New York, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0.00 B. Personal Property $3,174,419,665.61 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,327,901,756.53 E. Creditors Holding Unsecured Priority Claims $0.00 F. Creditors Holding Unsecured Non-priority Claims $1,878,770,562.80 ------------------ ----------------- TOTAL $3,174,419,65.61 $3,206,,672,319.33 Sec. 341 Meeting The meeting of creditors in the Debtors' cases in accordance with Section 341 of the Bankruptcy Code was scheduled last May 15, 2014. Representatives of the Debtors were to be present at the meeting to be examined under oath by the U.S. Trustee. About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. Wilmington Trust, N.A., in its capacity as successor administrative and collateral agent under a 2007 credit agreement, is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP. Credit Agricole Corporate & Investment Bank, as agent and security trustee under an August 2010 Loan Agreement; Deutsche Bank Luxembourg S.A., as agent, and Deutsche Bank AG Fillale Deutschlandgeschaft, as security agent and bookrunner under the August 2010 Loan Agreement, are represented by Alan Kornberg, Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents the Pre-Petition $100 Million and $253 Million Credit Facilities. The Bank of New York Mellon, the indenture trustee for Genco's 5.00% Convertible Senior Notes due Aug. 15, 2014, and the informal group of 5.00% Convertible Senior Notes due August 15, 2014, are represented by Michael Stamer, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump also represents the Informal Convertible Noteholder Group. Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta, Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP. Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc Consortium of Equity Holders. Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq., Washington, DC, represents Deutsche Bank as Pre-Petition Lender, and Credit Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy Lender. Dechert LLP's Allan S. Brilliant, Esq., represents the Entities Managed by Aurelius Capital Management, LP. The U.S. Trustee has appointed an Official Committee of Equity Security Holders. The Equity Committee members are (1) Aurelius Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic Partners, LP. It is represented by Steven M. Bierman, Esq., Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan, Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP. Genco has filed a motion to disband the Equity Committee, complaining that it is unnecessary and wasteful of the estates' resources. GENCO SHIPPING: Gets 100% Creditors' Support for Prepack Plan ------------------------------------------------------------- Craig E. Johnson, senior director with GCG, Inc., submitted to the Bankruptcy Court the voting results on the Prepackaged Plan of Reorganization of Genco Shipping & Trading Limited, et al. The results show that 100% of Class 3, 4 and 5 ballots voted to accept the Plan. Class Accept the Prepackaged Plan Reject the Prepackaged Plan --------------------------- --------------------------- Dollar Amt No. of Dollar Amt No. of Voted/% Votes/ % Voted/% Votes/ % --------------------------- --------------------------- 3 $1,055,911,525/ 33/ $0.00/0% 0/0% 100% 100% 4 $175,718,000/ 5/ $0.00/0% 0/0% 100% 100% 5 $73,561,132/ 3/ $0.00/0% 0/0% 100% 100% As reported by The Troubled Company Reporter, the deadline for the confirmation of the plan of reorganization of Genco Shipping, et al., has been extended to June 27, 2014. About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. Wilmington Trust, N.A., in its capacity as successor administrative and collateral agent under a 2007 credit agreement, is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP. Credit Agricole Corporate & Investment Bank, as agent and security trustee under an August 2010 Loan Agreement; Deutsche Bank Luxembourg S.A., as agent, and Deutsche Bank AG Fillale Deutschlandgeschaft, as security agent and bookrunner under the August 2010 Loan Agreement, are represented by Alan Kornberg, Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents the Pre-Petition $100 Million and $253 Million Credit Facilities. The Bank of New York Mellon, the indenture trustee for Genco's 5.00% Convertible Senior Notes due Aug. 15, 2014, and the informal group of 5.00% Convertible Senior Notes due August 15, 2014, are represented by Michael Stamer, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump also represents the Informal Convertible Noteholder Group. Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta, Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP. Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc Consortium of Equity Holders. Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq., Washington, DC, represents Deutsche Bank as Pre-Petition Lender, and Credit Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy Lender. Dechert LLP's Allan S. Brilliant, Esq., represents the Entities Managed by Aurelius Capital Management, LP. The U.S. Trustee has appointed an Official Committee of Equity Security Holders. The Equity Committee members are (1) Aurelius Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic Partners, LP. It is represented by Steven M. Bierman, Esq., Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan, Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP. Genco has filed a motion to disband the Equity Committee, complaining that it is unnecessary and wasteful of the estates' resources. GENERAL MOTORS: Lawmakers Recall Chief To Washington ---------------------------------------------------- Jeff Bennett and Siobhan Hughes, writing for The Wall Street Journal, reported that General Motors Co. Chief Executive Mary Barra next week faces another round of questioning from U.S. lawmakers expected to challenge the findings of an internal probe that cleared the CEO and other top executives of wrongdoing over a troubled safety recall. According to the Journal, Ms. Barra is scheduled to testify before the House Oversight and Investigations Subcommittee next Wednesday. Former U.S. prosecutor Anton Valukas, who was hired by GM to investigate the recall delays, also is expected to testify, the Journal said. Both likely face a Senate commerce subcommittee although that hearing may not occur until July, the Journal added. Meanwhile, Bill Vlasic, writing for The New York Times, reported that GM officials believe that the automaker's chief will be cleared of wrongdoing in the ignition-switch recall crisis after the release of the Mr. Valukas' investigative report. Company officials, who spoke to the NY Times on condition of anonymity, said Ms. Barra, who has been briefed on the investigation's progress, cleared a critical hurdle last month when the nation's auto safety agency imposed a $35 million fine on G.M. for failing to report the defect in a timely manner. Tim Higgins, Jeff Plungis and Jeff Green, writing for Bloomberg News, reported that Mr. Valukas' investigation into why it took more than a decade to recall vehicles linked to fatal flaws will lead to employees being dismissed and clear the CEO of wrongdoing. The investigation will also clear GM's top lawyer, Michael Millikin, while Ray DiGiorgio, the engineer in charge of the flawed part, will be amount a number of employees to depart the company, the Bloomberg report said, citing a person familiar with the matter. 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. GRANITE SHOALS: S&P Raises GO Debt Rating From 'BB+' ---------------------------------------------------- Standard & Poor's Ratings Services raised its long-term and underlying rating (SPUR) to 'BBB-' from 'BB+' on Granite Shoals, Texas' existing certificates of obligation (COs) and general obligation (GO) debt. The outlook is positive. "The raised rating reflects our view of the city's implementation of improved financial management policies and practices, its improving financial position, and the application of our local GO criteria released Sept. 12, 2013," said Standard & Poor's credit analyst Sarah Smaardyk. "The positive outlook reflects our view that the rating could be raised if the city's financial position continues to improve," Ms. Smaardyk added. Granite Shoals (estimated population of 5,046) is located in the Texas Hill Country, about 56 miles northwest of Austin. The local economic base is somewhat small, in S&P's opinion, and the local economy is primary residential. HAIMIL REALTY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Haimil Realty Corp. 209 East 2nd Street New York, NY 10009 Case No.: 14-11779 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 11, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Douglas J. Pick, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 Fax: (212) 695-6007 Email: dpick@picklaw.net Total Assets: $5.57 million Total Liabilities: $332,847 The petition was signed by Menachem Haimovich, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. HOLLY HILL COMMUNITY CHURCH: Section 341(a) Meeting Set on July 9 ----------------------------------------------------------------- A meeting of creditors in the bankruptcy case of Holly Hill Community Church will be held on July 9, 2014, at 2:30 p.m. at RM 5, 915 Wilshire Blvd., 10th Floor, Los Angeles, CA. 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. Holly Hill Community Church, a protestant church in Los Angeles, filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. Holly Hill, a California non-profit corporation incorporated for the purposes of conducting religious activities as a protestant Christian church, disclosed $20 million in assets and $12 million in debt. John Jenchun Suh, the pastor and CEO of the church, signed the bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los Angeles, is representing the Debtor as counsel. Judge Julia W. Brand presides over the case. ICTS INTERNATIONAL: Igal Tabori Owns 10.1% Equity Stake ------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Igal Tabori and Tabori Enterprises Ltd. disclosed that as of June 9, 2014, they beneficially owned 814,422 shares of common stock of ICTS International N.V. representing 10.13 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/4mlBcj About ICTS International ICTS International N.V. is a public limited liability company organized under the laws of The Netherlands in 1992. ICTS specializes in the provision of aviation security and other aviation services. Following the taking of its aviation security business in the United States by the TSA in 2002, ICTS, through its subsidiary Huntleigh U.S.A. Corporation, engages primarily in non-security related activities in the USA. ICTS, through I-SEC International Security B.V., supplies aviation security services at airports in Europe and the Far East. In addition, I-SEC Technologies B.V. including its subsidiaries develops technological systems and solutions for aviation and non? aviation security. ICTS International reported a net loss of $3.43 million on $125.70 million of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $9.01 million on $96.75 million of revenue during the prior year. As of Dec. 31, 2013, the Company had $29.13 million in total assets, $69.49 million in total liabilities and a $40.35 million total shareholders' deficit. Mayer Hoffman McCann CPAs, 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 a history of recurring losses from continuing operations, negative cash flows from operations and a working capital and shareholders' deficit. Collectively, these conditions raise substantial doubt about the Company's ability to continue as a going concern. JUNO HEALTHCARE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Juno Healthcare Staffing Systems, Inc. 411 Fifth Avenue, Suite 805 New York, NY 10016 Case No.: 14-11778 Nature of Business: Staffing Chapter 11 Petition Date: June 11, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Douglas J. Pick, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 Fax: (212) 695-6007 Email: dpick@picklaw.net Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dante Raul Teodoro, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. KID BRANDS: To Consider Bankruptcy Option ----------------------------------------- Jamie Mason, writing for The Deal, reported that infant and toddler consumer products distributor Kid Brands Inc. has hired restructuring advisers at PricewaterhouseCoopers LLP to assist it with a possible bankruptcy filing, among other things. According to the report, Kid Brands, which operates subsidiaries Kids Line LLC, LaJobi Inc., Sassy Inc. and CoCaLo Inc., announced in April that it had hired East Wind Advisors and Oppenheimer & Co. to help it explore its strategic alternatives, including a recapitalization, debt restructuring, strategic alliances, a merger or the sale of the company as a whole or in parts. About Kid Brands, Inc. Kid Brands, Inc. -- http://www.kidbrands.com-- and its subsidiaries engage in the design, development and distribution of infant and juvenile branded products. Its design-led products are primarily distributed through mass market, baby super stores, specialty, food, drug, independent and ecommerce retailers worldwide. The Company's current operating subsidiaries consist of: Kids Line, LLC; LaJobi, Inc.; Sassy, Inc.; and CoCaLo, Inc. Through these wholly-owned subsidiaries, the Company designs, manufactures (through third parties) and markets branded infant and juvenile products in a number of complementary categories including, among others: infant bedding and related nursery accessories and decor and nursery appliances (Kids Line(R) and CoCaLo(R)); nursery furniture and related products (LaJobi(R)); and developmental toys and feeding, bath and baby care items with features that address the various stages of an infant's early years, including the Kokopax(R) line of baby gear products (Sassy(R)). In addition to the Company's branded products, the Company also markets certain categories of products under various licenses, including Carter's(R), Disney(R), Graco(R) and Serta(R). The Company's balance sheet at March 31, 2014, showed $80.34 million in total assets, $102.60 million in total liabilities and a $22.25 million total shareholders' deficit. Bankruptcy Warning "At March 31, 2014 and December 31, 2013 our cash and cash equivalents were $0.3 million and $0.2 million, respectively, our revolving loan availability was $0.9 million and $4.9 million, respectively, and such availability is currently expected to remain very tight for the remainder of 2014. As a result, the Company has had insufficient capital resources to satisfy outstanding payment obligations to certain of its suppliers/manufacturers and other service providers (in an aggregate amount of approximately $16.5 million), several of which have demanded payment in writing, are refusing to ship product, are requiring payment in advance of shipment or production, and/or are otherwise threatening to take action against the Company, including terminating their relationship with the Company and/or initiating legal proceedings for amounts owed (one such supplier has filed a complaint and another has made a demand for arbitration, as is described in Note 10). In connection with these events, the Company received a notice of breach dated April 25, 2014 from one of LaJobi's material licensors claiming that LaJobi failed to ship licensed goods to the licensor's customers as a result of outstanding subcontractor invoices. All of the foregoing circumstances (referred to collectively as the "Events of Default") constituted or may have constituted failures of conditions to lending and/or events of default under the Credit Agreement. Accordingly, the Borrowers, the Agent and the Required Lenders executed a Waiver and Fifth Amendment to Credit Agreement as of May 14, 2014 ("Amendment No. 5"), to waive any failures of conditions to lending and events of default resulting from the Events of Default. In addition, in order to increase the amount of eligible receivables under the Tranche A borrowing base, Amendment No. 5 further reduces the availability block from $3.5 million to $2.768 million for 30 days (such block will return to $3.5 million on June 14, 2014, and will revert to its original amount of $4.0 million on August 1, 2014). Notwithstanding the execution of Amendment No. 5, without a significant increase in available cash, we will continue to be unable to satisfy such obligations (or similar demands/proceedings instituted for payment, which are expected to continue) or make such advanced payments, which will negatively impact our ability to meet our customers' product demands and likely result in further breaches of our license agreements and certain of our customers ceasing to purchase products from us. All of the foregoing will have a material adverse effect on our financial condition and results of operations, and may result in our bankruptcy or insolvency," the Company stated in the Report. LANZA LAND: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Lanza Land Management, LLC 100 North Land Ave Oil City, LA 71061 Case No.: 14-11275 Chapter 11 Petition Date: June 3, 2014 Court: United States Bankruptcy Court Western District of Louisiana (Shreveport) Judge: Hon. Stephen V. Callaway Debtor's Counsel: Ralph Scott Bowie, Jr., Esq. DAYE, BOWIE & BERESKO, APLC 400 Travis, Suite 700 Shreveport, LA 71101 Tel: (318) 221-0600 Fax: (318) 221-8158 Email: rsbowie@bellsouth.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mario Lanza, manager. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-11275.pdf M/A-COM TECHNOLOGY: S&P Assigns 'B+' Corp. Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services said it assigned a 'B+' corporate credit rating to Lowell, Mass.-based M/A-COM Technology Solutions Holdings Inc. The outlook is stable. S&P also assigned its 'BB-' issue-level rating and '2' recovery rating to the company's $100 million revolving credit facility due 2019 and $350 million term loan due 2021. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%) recovery in the event of payment default. "The ratings on M/A-COM reflect the company's 'weak' business risk profile (as defined by our criteria), incorporating the company's limited scale, short track record operating at the current revenue level, narrow focus on a subsector of the analog semiconductor industry, and end-market concentration," said Standard & Poor's credit analyst James Thomas. S&P considers M/A-COM's financial risk profile to be "aggressive" reflecting its expectation for leverage greater than 3x over the next two years, potential for volatility in revenue and cash flows, and that an acquisitive growth strategy may lead to increased leverage. S&P views the industry risk as "moderately high," the country risk as "low," and the company's management and governance as "fair." The outlook is stable, reflecting S&P's expectation that M/A-COM will be able to successfully integrate MindSpeed, leading to improved margins and lower leverage in the mid-to-low 3x area over the next fiscal year. S&P could lower the rating if business performance deteriorated due to failure to secure critical design wins, leading to a significant EBITDA decline, or if an additional large debt- financed acquisition resulted in leverage above 4x. Given the company's limited scale when compared to industry peers in the 'BB' category, an upgrade is unlikely over the next year, although S&P could consider an upgrade over the longer term if the firm is able to successfully execute its growth plans and achieve and sustain below 3x. MASON COPPELL: Chapter 11 Trustee Is Appointed After Sale --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that former owners of five nursing homes in Texas will wind up their excursion through Chapter 11 bankruptcy under the wing of a trustee. After the nursing homes were sold in April to THI of Baltimore Inc. for $16.1 million, the former owners asked the court to appoint a Chapter 11 trustee, the report related. The request was supported by the creditors' committee. About Mason Coppell Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing homes in Texas. Mason Georgetown RealCo, LLC, owns the real estate and building for the operations of Mason Georgetown. They initiated the Chapter 11 cases to effectuate a prompt transfer of their assets and operations to preserve patient safety and any potential value for creditors. Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on March 18, 2014. Judge Stacey Jernigan presides over the cases. The Debtors estimated assets of at least $10 million and debts of at least $10 million. The Debtors, except Mason Georgetown Realco, are represented by Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A. Million, Esq., at Munsch Hardt Kopf & Harr, P.C. Georgetown Realco is represented by Jonathan S. Covin, Esq., and Shayla L. Friesen, Esq., at Wick Phillips Gould & Martin, LLP. Deloitte Transactions and Business Analytics, LLP, acts as the Debtors' restructuring advisor with Louis Robichaux serving as chief restructuring officer. On March 28, 2014, the United States Trustee appointed an Unsecured Creditors' Committee in the cases. To date there has been no request made for the appointment of a trustee or examiner. A patient care ombudsman has not yet been appointed. However, the Court has scheduled a show cause hearing on April 15 to consider the appointment of an Ombudsman. Counsel for the Committee is Cox Smith Mathews Incorporated's Mark Andrews, Esq. Counsel for Oxford Finance, LLC, which is owed almost $16 million on a term loan and revolving credit, is Vedder Price P.C.'s Jon Aberman, Esq. Mason Coppell OP, LLC, et al., obtained Court authority to sell substantially all of their assets for a total of $16.1 million, consisting of $4.0 million for so-called facility assets and $12.1 million for the 142-bed nursing home facility commonly known as Estrella Oaks Rehabilitation Care Center, in Georgetown, Texas. At the closing of the sale, proceeds of the sale of the real property in the amount of $12.1 million, less adjustments, required U.S. Trustee fees, and required administrative expenses, will be paid to Oxford. Debtor Mason Friendswood OP, LLC, has separately sought authority to sell the Friendship Haven Health and Rehabilitation Center to ensure uninterrupted and continued care at the Facility. MINERALS TECHNOLOGIES: S&P Assigns 'BB-' CCR & Rates Sr. Debt 'BB' ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB-' corporate credit rating to Mineral Technologies Inc. (MTI). The outlook is stable. At the same time, S&P assigned a senior secured debt rating of 'BB' (one notch above the corporate credit rating) and a recovery rating of '2' to MTI's $200 million revolving credit facility due 2019 and $1.56 billion term loan due 2021. "Our 'BB-' rating on MTI is derived from our anchor of 'bb-', based on our assessment of its 'fair' business risk profile and 'aggressive' financial risk profile," said Standard & Poor's credit analyst Cynthia Werneth. All modifiers are neutral for the rating. MTI acquired AMCOL for about $1.8 billion, including assumed debt, but before transaction fees and expenses. The purchase price represented approximately 11x EBITDA before synergies that management expects to total at least $50 million. The company financed the transaction with approximately 80% debt and 20% cash on hand. MTI also used financing proceeds to refinance nearly all of its outstanding debt. MTI develops, produces, and markets worldwide a range of specialty mineral, mineral-based, and synthetic mineral products and supporting systems and services. MTI is the world's largest producer of precipitated calcium carbonate (PCC), a mineral used primarily as a filler (displacing more expensive pulp) in printing and writing papers. The company manufactures several customized PCC product forms using proprietary processes. Nearly half of its sales of PCC to papermakers is currently from "satellite" plants located near paper mills, providing onsite technical support and reducing transport costs. MTI also produces and sells PCC products on a merchant basis for non-paper applications, as well as ground calcium carbonate and talc to diverse end markets. Owned and leased limestone mines provide a portion of the company's raw material requirements. MTI also produces refractory products used primarily in high-temperature applications in the steel, nonferrous metal, and glass industries. MTI makes products and systems for application on furnace walls to prolong the life of furnace linings, as well as other related products such as pre- cast shapes for iron and steel ladles. In addition, MTI sells services and application and measurement equipment, and calcium metal and metallurgical wire products. AMCOL is the world's largest producer of bentonite, which it mines from owned and leased reserves and supplements with purchases from third parties. AMCOL also mines chromite (used in steel alloy casting and other metal-producing applications) and leonardite (used in metal casting, as a drilling fluid additive, and in agricultural applications). AMCOL uses bentonite and other minerals to manufacture performance materials (used in foundry, consumer, construction, water treatment, and pet litter applications) and, to a lesser extent, construction products (geosynthetic and clay liners used in landfills and construction, waterproofing products, and drilling fluids). In addition, AMCOL has a fast-growing energy services business that provides services to improve the production, cost, compliance, and environmental impact of activities performed in the oil and gas industry. The stable outlook reflects S&P's expectation that credit measures will remain appropriate for the "aggressive" financial risk profile during the next year, including FFO to debt of 15% to 20%. Despite the challenges associated with such a large acquisition, management's track record of operating improvements during the past several years underscores S&P's view that it will be able to integrate AMCOL and obtain projected synergies. This should result in substantial discretionary cash flow. Based on MTI's history of modest debt leverage, and management's commitment to lower debt following the transaction, S&P expects cash flow leverage metrics to strengthen meaningfully during the next few years, notwithstanding its expectation of potential small, bolt-on acquisitions. As a result, S&P could raise the ratings by one notch if integration of the acquired operations goes smoothly and MTI reduces debt to the extent that FFO to debt appears likely to increase to and remain above 20% on a sustainable basis. S&P could lower the ratings if, contrary to our expectations, MTI does not reduce debt and operating performance weakens. This could occur if, for example, 2015 revenues remain flat with projected 2014 pro forma levels for the combined company, and EBITDA margins declined by 3 percentage points. In that case, S&P believes FFO to debt would be in the low-teens percentage area and debt to EBITDA would exceed 5x. MITEL NETWORKS: S&P Raises CCR to 'B+'; Outlook Positive -------------------------------------------------------- Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on Ottawa-based Mitel Corp., to 'B+' from 'B'. The outlook is positive. In tandem with this upgrade, Standard & Poor's raised its issue- level rating on Mitel's US$355 million first-lien term loan to 'BB-' from 'B+'. The '2' recovery rating on the loan is unchanged, and indicates S&P's expectation of substantial (70%- 90%) recovery for lenders in the event of default. "The upgrade reflects our view that Mitel is achieving early success integrating Aastra Technologies Ltd., thereby reducing integration risk and bolstering the case that the company's synergy targets will be realized," said Standard & Poor's credit analyst David Fisher. S&P's assessment of Mitel's business risk profile as vulnerable reflects the company's history of volatile operating results; still-small scale relative to its larger competitors; and the inherent riskiness of the communications products industry in which it operates. The industry is characterized by cyclicality and rapid technological change that is causing heightened competition. These risks are somewhat offset, in S&P's opinion, by the company's healthy market positions in premise and cloud- based telephony/unified communications solutions, and Mitel's good geographic and customer diversity. S&P believes market conditions in the hardware-based IP telephony market remain challenging due to weak macroeconomic growth, the commoditization of certain communication products, and a shift toward software-based and hosted communication solutions that is attracting new competitors, including large pure-play software vendors such as Microsoft Corp., as well as hosted communication service providers. These conditions, among others, have resulted in recent revenue declines at most communications solutions providers, including Mitel. The positive outlook reflects S&P's expectation that Mitel will continue to successfully integrate Aastra within the coming year, which should drive a sustainable improvement in earnings, strengthen the company's market position, and alleviate integration and execution risk. S&P could raise the ratings if Mitel successfully integrates Aastra during the next 12 months and achieves its near-term synergy targets, while maintaining adjusted debt to EBITDA (pro forma for acquisitions) of 3x or below. S&P could revise the outlook back to stable if the company experiences greater-than-expected integration challenges; sustained revenue erosion (on a pro forma basis) above the low- single-digit level; or the competitive environment becomes significantly more challenging. NATROL INC: Vitamin Company Files for Chapter 11 Bankruptcy ----------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that Natrol Inc., a California-based seller of vitamins and nutrition products, filed for Chapter 11 bankruptcy protection. According to the report, citing the petition filed in the U.S. Bankruptcy Court in Wilmington, Del., assets are estimated at $100 million to $500 million, and liabilities are estimated at $50 million to $100 million. NATROL INC: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Natrol, Inc. 14-11446 21411 Prarie St. Chatsworth, CA 91311 Natrol Holdings, Inc. 14-11447 Natrol Products, Inc. 14-11448 Natrol Direct, Inc. 14-11449 Natrol Acquisition Corp. 14-11450 Prolab Nutrition, Inc. 14-11451 Medical Research Institute 14-11452 Type of Business: Health supplement maker Chapter 11 Petition Date: June 11, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Brendan Linehan Shannon Debtors' Counsel: Robert A. Klyman, Esq. Samuel A. Newman, Esq. GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA 90071-1512 Tel: (213) 229-7000 Fax: (213) 229-7520 Email: rklyman@gibsondunn.com snewman@gibsondunn.com Debtors' Co-Counsel: Michael R. Nestor, Esq. Maris J. Kandestin, Esq. Ian J. Bambrick, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Fax: 302-571-1253 Email: mnestor@ycst.com mkandestin@ycst.com ibambrick@ycst.com Debtors' Claims and Noticing Agent: EPIQ SYSTEMS INC. Estimated Assets: $100 million to $500 million Estimated Liabilities: $50 million to $100 million The petitions were signed by Mesrop G. Khoudagoulian, secretary. List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Express Company Trade Debt $875,601 Novel Ingredient Services Trade Debt $637,140 10 Henderson Drive West Caldwell, NJ 07006 Richard Antonoff Office: (973) 808-5900 Fax: (973) 808-5959 E.T. Horn Company Trade Debt $492,789 16050 Canary Avenue La Miranda, CA 90637 Steve Schmidt -- Acct Mgr. Office: (800) 422-4675 Fax: (714) 670-6582 Elk Designs Inc. Trade Debt $446,954 12101 Dewey Street Los Angeles, CA 90066 Brett Schafer - President Office: (310) 391-6200 Fax: (310) 391-6222 CBS Broadcasting Inc. Trade Debt $391,200 Echo Global Logistics Trade Debt $317,178 600 West Chicago Ave., Suite 725 Chicago, IL 60654 Bill Suwara - Corporate Sales Office: (310) 921-7405 Fax: (310) 921-7406 VMI Nutrition Trade Debt $302,728 391 South Orange St. Salt Lake City, UT 84014 Jeff Reynolds - Owner Office: (801) 954-0471 Fax: (801) 954-0472 Glanbia Nutritionals Inc. Trade Debt $292,669 2840 Loker Ave. East Carlsbad, CA 92010 Sean Ross - Sales Mgr. Office: (608) 469-0866 Fax: (608) 316-8504 J & D Laboratories Trade Debt $274,233 2710 Progress Street Vista, CA 92081 Kiran Majmuda - President Office: (760) 734-6800 Fax: (760) 734-6573 Charles Bowman & Co. Inc. Trade Debt $273,293 3328 John F. Donnelly Drive Holland, MI 49424 Michelle Welcher - Sales Mgr. Office: (616) 786-4000 Fax: (616) 786-2864 Paradigm Packaging West Trade Debt $249,195 141 West 5th Street Saddle Brook, NJ 07663 Robert W. Donnahoo - President Office: (201) 291-3885 Fax: (201) 291-3855 Stauber Performance Ingre Trade Debt $234,266 Knight Paper Box Company Trade Debt $221,274 Bioactive Trade Debt $221,164 Impress Print and Package Trade Debt $220,100 Evonik Degussa Corporation Trade Debt $204,750 Shanghai Freemen Americans LLC Trade Debt $193,400 KDN-Vita Internatinal Inc. Trade Debt $175,550 Swiss Caps Trade Debt $159,849 Harmony Foods Corporation Trade Debt $129,936 Captek Softgel Intl, Inc. Trade Debt $125,750 Blower Dempsay Corp. Trade Debt $124,966 Louis R. Miller Trade Debt $123,660 Adam Nutrition Trade Debt $115,057 BDO USA LLP Trade Debt $111,774 Aqualon Company Trade Debt $107,886 American Broadcasting Companies Inc. Trade Debt $100,800 Naturex, Inc. Trade Debt $89,615 Shanks Extracts Inc. Trade Debt $87,596 Mitsui & Co USA Inc. Trade Debt $82,315 NEONODE INC: Two Directors Reelected at Annual Meeting ------------------------------------------------------ Neonode Inc. held its annual meeting of stockholders on June 5, 2014, at which the stockholders reelected each of Mats Dahlin and Lars Lindqvist as directors to serve for a three year term. The advisory vote related to executive compensation was ratified. The appointment of KMJ Corbin & Company LLC to serve as the Company's independent auditors for the year ended Dec. 31, 2014, was also ratified. About Neonode Inc. Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON) -- http://www.neonode.com/-- provides optical touch screen solutions for hand-held and small to midsize devices. Neonode reported a net loss of $13.08 million in 2013, a net loss of $9.28 million in 2012 and a net loss of $17.14 million in 2011. As of March 31, 2014, the Company had $8.78 million in total assets, $5.30 million in total liabilities and $3.48 million in total stockholders' equity. NORD RESOURCES: Obtains Cease Trade Orders on Securities -------------------------------------------------------- The Ontario Securities Commission issued on June 2, 2014, a cease trade order, which is limited to the Province of Ontario, in respect of Nord Resources Corporation's securities for failure of the Company to file its audited annual financial statements for the financial year ended Dec. 31, 2013, the related management's discussion for the year ended Dec. 31, 2013, and the officer certifications. The ON CTO requires that all trading in the Company's securities must cease until further order by the Director of the OSC. The Company does not expect that the BC CTO and the ON CTO will be revoked until the outstanding annual and quarterly filings are made with BCSC and the OSC. Also on May 8, 2014, the BCSC issued a cease trade order, which is limited to the Province of British Columbia, in respect of the Company's securities for failure of the Company to file its audited annual financial statements for the financial year ended Dec. 31, 2013, and the related management's discussion for the year ended Dec. 31, 2013. The BC CTO requires that all trading in the Company's securities must cease until: (a) the Company files the required records with the BCSC, and (b) the Executive Director of the BCSC revokes the cease trade order. The BC CTO expressly provides that, despite the BC CTO, a beneficial shareholder of the Company who is not, and was not at the date of the BC CTO, an insider or control person of the Company, may sell securities of the Company acquired before the date of the BC CTO, if: * the sale is made through a market outside Canada, and * the sale is made through an investment dealer registered in British Columbia. The Company said that due to having insufficient funds for payments to, among others, the independent registered public accounting firm that audits the Company's annual consolidated financial statements and reviews the Company's quarterly consolidated financial statements, the Company has been unable to complete its annual report on Form 10-K for the year ended Dec. 31, 2013, and quarterly report on Form 10-Q for the period ended March 31, 2014. About Nord Resources Based in Tuczon, Arizona, Nord Resources Corporation (TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a copper mining company whose primary asset is the Johnson Camp Mine, located approximately 65 miles east of Tucson, Arizona. Nord commenced mining new ore in February 2009. On June 2, 2010, Nord Resources appointed FTI Consulting to advise on refinancing structures and strategic alternatives. Nord Resources disclosed a net loss of $10.25 million on $8.14 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $10.31 million on $14.48 million of net sales in 2011. The Company's balance sheet at Sept. 30, 2013, showed $49.02 million in total assets, $73.40 million in total liabilities and a $24.38 million total stockholders' deficit. Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company reported net losses of ($10,254,344) and ($10,316,294) during the years ended Dec. 31, 2012, and 2011, respectively. In addition, as of Dec. 31, 2012 and 2011, the Company reported a deficit in net working capital of ($57,999,677) and ($51,783,180), respectively. The Company's significant historical operating losses, lack of liquidity, and inability to make the requisite principal and interest payments due under the terms of the Amended and Restated Credit Agreement with its senior lender raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "The Company's continuation as a going concern is dependent upon its ability to refinance the obligations under the Credit Agreement with Nedbank, the Copper Hedge Agreement with Nedbank Capital, and the note payable with Fisher, thereby curing the current state of default under the respective agreements. Any actions by Nedbank, Nedbank Capital or Fisher Industries to enforce their respective rights could force us into bankruptcy or liquidation," according to the Company's annual report for the year ended Dec. 31, 2012. NORANDA ALUMINUM: Amends Form S-3 Prospectus With SEC ----------------------------------------------------- Noranda Aluminum Holding Corporation, Noranda Aluminum Acquisition Corporation and certain other subsidiaries filed an amended Form S-3 prospectus with the U.S. Securities and Exchange Commission relating to the offer to sell common stock, preferred stock, stock purchase contracts, warrants, debt securities and guarantees of debt securities. In addition, Noranda Aluminum Acquisition Corporation may offer and sell from time to time debt securities or fully and unconditionally guarantee any debt securities that the Company issues. The registrants amended the registration statement to delay its effective date until the registrants. The common stock, preferred stock, stock purchase contracts, warrants, debt securities and guarantees may be offered separately or together, in multiple series, in amounts, at prices and on terms that will be set forth in one or more prospectus supplements. Certain subsidiaries may fully and unconditionally guarantee any debt securities that are issued. In addition, up to 33,325,673 shares of the Company's common stock may be offered and sold, from time to time, by Apollo and certain of the Company's current and former executive officers, employees and directors. The Company will bear all costs, fees and expenses in connection with the selling of stockholders' securities. A full-text copy of the Form S-1/A is available for free at: http://is.gd/aT3P2C About Noranda Aluminum Noranda Aluminum Holding Corporation -- http://www.norandaaluminum.com/-- is a North American integrated producer of value-added primary aluminum products, as well as high quality rolled aluminum coils. The Company has two businesses, an upstream and downstream business. The primary metals, or upstream business, produced approximately 261,000 metric tons of primary aluminum in 2008. The rolling mills, or downstream business, are one of the largest foil producers in North America and a major producer of light gauge sheet products. Noranda Aluminum Holding Corporation is a private company owned by affiliates of Apollo Management, L.P. As reported by the Troubled Company Reporter on July 17, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Noranda Aluminum Holding Corp. to 'CCC+' from 'SD'. The outlook is developing. * * * As reported by the TCR on March 11, 2014, Moody's Investors Service downgraded Noranda Aluminum Acquisition Corporation's corporate family rating to B3 from B2 and probability of default rating to B3-PD from B2-PD. The downgrade to a B3 corporate family rating considers the company's weak debt protection metrics and high leverage as evidenced by its negative EBIT/interest coverage ratio at December 31, 2013 and debt/EBITDA ratio of 9.3x (all using Moody's standard adjustments). In the Feb. 27, 2013, edition of the TCR, Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Franklin, Tenn.-based Noranda Aluminum Holding Corp. (Noranda). PINNACLE FOODS: S&P Maintains 'B+' Rating on CreditWatch Positive ----------------------------------------------------------------- Standard & Poor's Ratings Services maintained its 'B+' ratings on Pinnacle Foods Inc. on CreditWatch with positive implications, where they had been placed May 12, 2014. The ratings remain on CreditWatch following The Hillshire Brands Co.'s announcement that it has received a unilateral binding offer from Tyson Foods Inc. for $63 per share (BBB/Watch Neg/--). S&P understands that the offer is subject to Hillshire Brands being released from its existing agreement to acquire Pinnacle. Assuming the acquisition is terminated, Pinnacle will receive a $163 million break-up fee from Hillshire, and S&P expects to affirm its ratings on the company and remove them from CreditWatch with positive implications. Tyson's offer remains in place until the earlier of the termination of the Pinnacle merger agreement or Dec. 12, 2014. "We expect to resolve the CreditWatch upon termination of the acquisition agreement," said Standard & Poor's credit analyst Bea Chiem. RADIOSHACK CORP: Eight Directors Elected at Annual Meeting ---------------------------------------------------------- Radioshack Corporation held its annual meeting of shareholders at the Norris Conference Centers in Fort Worth, Texas, on June 3, 2014, at which the shareholders elected Robert E. Abernathy, Frank J. Belatti, Julie A. Dobson, Daniel R. Feehan, Eugene Lockhart, Joseph C. Magnacca, Jack L. Messman, and Edwina D. Woodbury as directors to serve for the ensuing year. The shareholders also ratified the appointment of PricewaterhouseCoopers, LLP, as independent registered public accounting firm for the Company's 2015 fiscal year and approved, on a non-binding advisory basis, the compensation paid to the named executive officers. About Radioshack Corporation RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com -- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack disclosed a net loss of $139.4 million in 2012, as compared with net income of $72.2 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.60 billion in total assets, $1.21 billion in total liabilities and $394 million in total stockholders' equity. * * * As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings Services raised the corporate credit rating on the Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from 'CCC'. "The upgrade reflects an improved liquidity position with a recent financing that increased funded debt by $125 million and increased the company's revolving credit borrowing capacity, which improved the company's liquidity by approximately $200 million," said credit analyst Charles Pinson-Rose. In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on RadioShack Corporation. The IDR reflects the significant decline in RadioShack's profitability and cash flow, which has become progressively more pronounced over the past two years. As reported by the TCR on March 6, 2013, Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3- PD. RadioShack's Caa1 Corporate Family Rating reflects Moody's opinion that the overall business strategy of the company to reverse the decline in profitability has not gained any traction. Troubled Company Reporter, citing The Wall Street Journal, reported on March 5, 2014, that RadioShack plans to cut back its store count, after a sharp drop in sales over the holidays left it with a $400 million loss in 2013. The electronics retailer said it could close as many as 1,100 U.S. stores -- one out of every four that it operates itself -- underscoring the difficulty it has had adapting to a fast changing consumer landscape. RESTORGENEX CORP: Transfers $1.3MM to ASC for Distribution ---------------------------------------------------------- Restorgenex Corporation entered into an amendment to settlement agreement and stipulation with ASC Recap LLC pursuant to which the Company agreed to transfer to ASC $1,266,400 for distribution to certain of the Company's creditors and pay to ASC its settlement fee of $300,000. These payments (together with previous payments in an aggregate amount of $598,985) will settle $1,865,368 in claims owed to ASC under a Settlement Agreement and Stipulation dated Sept. 23, 2013. In return, ASC will return to the Company for cancellation 99,332 shares of the Company's common stock currently held by ASC. A copy of the Amendment to Settlement Agreement and Stipulation is available at http://is.gd/VlwnfP On June 9, 2014, the Company entered into a Severance Agreement and General Release with John Moynahan, the Company's former chief financial officer pursuant to which the Company and Mr. Moynahan agreed on the amount of back wages, unpaid expenses and severance payment. The agreement also provided that the Company will use its best efforts to finalize, in a timely manner, a consulting agreement with Mr. Moynahan at an hourly rate of $175 for hours worked on behalf of the Company. Effective June 9, 2014, RestorGenex Corporation entered into an Employment Agreement with Tim Boris pursuant to which Mr. Boris was engaged to continue to act as general counsel and vice president of legal. The Boris Employment Agreement is for an initial term of one year. Mr. Boris is to receive a base salary at an annual rate of $235,000. He will have the opportunity to earn a bonus of up to 30 percent of his annual base salary as determined by the Company's Board of Directors. He will also receive an initial grant of 5-year options to purchase 76,795 shares at an exercise price of $4.15 per share which will vest quarterly over a three-year period. Effective June 3, 2014, the Company granted to these officers the following options: (a) Yael Schwartz, the president of the Company's Canterbury and Hygeia divisions, options to purchase 115,193 shares; (b) David Sherris, the president of the Company's Paloma and VasculoMedics divisions and chief scientific officer, options to purchase 115,193 shares; and (c) Craig Abolin, vice president of Research and Development of the Company's Canterbury and Hygeia divisions, options to purchase 76,795 shares. The Company also granted to Tim Boris, the Company's general counsel and vice president of legal, options to purchase 76,795 shares. All of the options are for a term of five years at an exercise price of $4.15 per share and vest quarterly over a three- year period. Effective June 3, 2014, pursuant to the terms of four Convertible Promissory Notes of the Company issued to Sol J. Barer, the Barer Notes (principal plus accrued interest) were converted into an aggregate of 552,738 shares of the Company's common stock and warrants to purchase 355,699 shares with an exercise price of $2.00 per share. The aggregate principal amount of the Barer Notes was $1,050,000. The issuance of the Company's securities in connection with the conversions was exempt from registration under the Securities Act of 1933, as amended pursuant to exemptions from registration provided by Rule 506 of Registration D and Section 4(a)(2) o the Act. About RestorGenex RestorGenex Corporation operates as a biopharmaceutical company. It focuses on dermatology, ocular disease, and women's health areas. The company was formerly known as Stratus Media Group, Inc., and changed its name to RestorGenex Corporation in March 2014. RestorGenex Corporation is based in Los Angeles, California. Stratus Media disclosed a net loss of $6.84 million on $374,542 of total revenues for the year ended Dec. 31, 2012, as compared with a net loss of $23.63 million on $570,476 of total revenues for the year ended Dec. 31, 2011. The Company's balance sheet at March 31, 2013, showed $2.18 million in total assets, $21.92 million in total liabilities and a $19.73 million total shareholders' deficit. Goldman Kurland and Mohidin LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that Stratus Media has suffered recurring losses and has negative cash flow from operations which conditions raise substantial doubt as to the ability of the Company to continue as a going concern. RITE AID: BlackRock Reports $4.8% Equity Stake ---------------------------------------------- BlackRock, Inc., disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of May 31, 2014, it beneficially owned 46,804,558 shares of common stock of Rite Aid Corp. representing 4.8 percent of the shares outstanding. BlackRock previously held 55,978,009 shares at Dec. 31, 2013. A copy of the regulatory filing is available for free at: http://is.gd/RYBwtx About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is one of the nation's leading drugstore chains with 4,626 stores in 31 states and the District of Columbia. Rite Aid disclosed net income of $118.10 million on $25.39 billion of revenue for the year ended March 2, 2013, as compared with a net loss of $368.57 million on $26.12 billion of revenue for the year ended March 2, 2012. As of Nov. 30, 2013, the Company had $7.13 billion in total assets, $9.36 billion in total liabilities and a $2.22 billion total stockholders' deficit. * * * As reported by the TCR on March 1, 2013, Moody's Investors Service upgraded Rite Aid Corporation's Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At the same time, the Speculative Grade Liquidity rating was revised to SGL-2 from SGL-3. This rating action concludes the review for upgrade initiated on Feb. 4, 2013. As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings Services said it raised its ratings on Rite Aid Corp., including the corporate credit rating, which S&P raised to 'B' from 'B-'. In the April 21, 2014, edition of the TCR, Fitch Ratings has upgraded its ratings on Rite Aid Corporation (Rite Aid), including its Issuer Default Rating (IDR) to 'B' from 'B-'. The upgrades reflect the material improvement in the company's operating performance, credit metrics and liquidity profile over the past 24 months. ROCKWELL MEDICAL: Expects to Get $2.2-Mil. PDUFA Fee Refund ----------------------------------------------------------- Rockwell Medical, Inc., has won its appeal for size determination as a small business and is now working with the U.S. Food & Drug Administration (FDA) to have its $2.2 million PDUFA User Fee for filing its New Drug Application (NDA) for Triferic refunded. Rockwell expects to receive a check for $2.2 million from the Department of Treasury. Triferic is the Company's iron- replacement drug for treating iron deficiency in chronic kidney disease patients receiving hemodialysis. Rockwell's NDA for Triferic was accepted for filing by the FDA on May 28, 2014. The acceptance of the NDA indicates the determination by the FDA that the application is sufficiently complete to permit a substantive review. The NDA will be subject to a standard review and will have a Prescription Drug User Fee Act (PDUFA) action date of Jan. 24, 2015. The PDUFA action date is the goal date for the FDA to complete its review of the NDA. The Company's NDA seeks approval for the marketing and sale of Triferic as an iron replacement therapy for the treatment of iron loss or iron deficiency to maintain hemoglobin in adult patients with hemodialysis-dependent stage 5 chronic kidney disease (CKD 5HD). Included in the NDA filing are safety and efficacy data sets derived from the Company's Phase 3 registration program, as well as safety and efficacy data from several additional studies comprising the entire clinical program. During the clinical program more than 1,400 patients were treated with Triferic and more than 100,000 individual administrations were given. The results from the clinical trials have shown the potential for Triferic to be an effective and highly-differentiated iron delivery therapy with a safety profile similar to placebo. About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. Rockwell Medical reported a net loss of $48.78 million in 2013, a net loss of $54.02 million in 2012 and a net loss of $21.44 million in 2011. The Company's balance sheet at March 31, 2014, showed $26.79 million in total assets, $30.32 million in total liabilities and a $3.52 million total shareholders' deficit. SAMSON RESOURCES: S&P Rates Secured Reserve-Based Loan 'BB-' ------------------------------------------------------------ Standard & Poor's Ratings Services assigned a 'BB-' rating to the senior secured reserve-based loan (RBL) facility of Tulsa, Okla.- based exploration and production company (E&P) Samson Resources Inc. S&P assigned a '1' recovery rating to this debt, reflecting its expectation of very high (90% to 100%) recovery in the event of a payment default. S&P also raised the second-lien debt rating on the company to 'B' (the same as the corporate credit rating), from 'B-', and changed the recovery rating to '4', indicating S&P's expectation of average (30% to 50%) recovery in the event of a payment default, from '5'. The rating on the company's unsecured debt remains 'CCC+' (two notches lower than the corporate credit rating). The recovery rating on this debt remains '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. The rating action on the second-lien term loan is primarily driven by the lower borrowing base under the company's RBL facility, which S&P assumes is fully drawn in its simulated default scenario. S&P also considered a higher valuation based on a company-provided PV-10 reflecting year-end 2013 reserves. Samson entered into an RBL credit facility amendment with its lenders. Under the terms of this amendment, Samson received a temporary waiver under its total leverage covenant through the end of 2015 and the borrowing base was reduced to $1 billion, from $1.725 billion. S&P considers Samson's business risk profile to be "weak' and the financial risk profile to be "highly leveraged." The ratings incorporate the company's exposure to weaker natural gas prices, its focus on development in some unproven properties in the Rocky Mountains, and substantial turnover of management in recent years. Only partially mitigating these weaknesses is what S&P views as the company's "adequate" liquidity position. RATINGS LIST Samson Resources Corp. Corporate credit rating B/Stable/-- New Ratings Samson Resources Corp. Sr secd reserve-based loan facility BB- Recovery rating 1 Issue Rating Raised; Recovery Rating Revised To From Samson Resources Corp. Second-lien debt rating B B- Recovery rating 4 5 SEARS METHODIST: Seeks Bankruptcy Protection -------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that Sears Methodist Retirement System Inc. filed for Chapter 11 bankruptcy protection to deal with some $160 million worth of funded debt obligations attached to its operations, which include senior living communities and homes for veterans. According to the report, the Texas nonprofit organization is asking the U.S. Bankruptcy Court in Dallas to authorize it to quickly borrow $600,000 from existing bondholders, warning that it would be forced to cease operations without access to the funds. Sears Methodist blamed the declining property market for some of its troubles, the report related. Older people are having trouble selling their homes and liquidating their stock portfolios to raise the money for the upfront payment to get into the senior- living communities, the report said, citing court papers. SOLAR POWER: Amends Purchase Agreement with Robust Elite -------------------------------------------------------- As previously disclosed, on April 30, 2014, Solar Power, Inc., entered into a purchase agreement with certain non-U.S. investors whereby the Company agreed to sell and the investors agreed to purchase 135,937,500 shares of the Company's common stock at $0.16 per share for an aggregate purchase price of $21,750,000. On June 3, 2014, the Company and one of the non-U.S. investors agreed to amend the purchase agreement with respect to its investment in the Company to change a portion of the securities purchased from the Company from common stock to an $11 million convertible bond that may be converted into shares of Common Stock at $0.16 per share under certain conditions. The convertible bond is due and payable on April 29, 2015, and the Company has the option to extend the maturity date by two years. The holder may convert the convertible bond any time after (i) six months from the issuance date, (ii) the issuance by the Company of 46,517,812 or more of shares of the Company's common stock, or (iii) the Company declares a cash dividend. In the event of default as defined in the convertible bond, the investor may declare the entire principal amount under the convertible bond immediately due and payable. A copy of the Amendment to Purchase Agreement between Robust Elite Limited is available for free at http://is.gd/LficnC About Solar Power Roseville, Cal.-based Solar Power, Inc., is a global solar energy facility ("SEF") developer offering its own brand of high- quality, low-cost distributed generation and utility-scale SEF development services. Primarily, the Company works directly with and for developers around the world who hold large portfolios of SEF projects for whom it serves as an engineering, procurement and construction contractor. The Company also performs as an independent, turnkey SEF developer for one-off distributed generation and utility-scale SEFs. Solar Power reported a net loss of $32.24 million in 2013 following a net loss of $25.42 million in 2012. As of Dec. 31, 2013, the Company had $70.96 million in total assets, $73.83 million in total liabilities and a $2.86 million total stockholders' deficit. Crowe Horwath LLP, in San Francisco, 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 a current year net loss of $32.2 million, has an accumulated deficit of $56.1 million, has experienced a significant reduction in working capital, has past due related party accounts payable and a debt facility under which a bank has declared amounts immediately due and payable. Additionally, the Company's parent company LDK Solar Co., Ltd has experienced significant financial difficulties including the filing of a winding up petition on Feb. 24, 2014. These matters raise substantial doubt about the Company's ability to continue as a going concern. SPECIALTY HOSPITAL: U.S. Trustee Names 3-Member Creditors' Panel ---------------------------------------------------------------- Judy A. Robbins, U.S. Trustee for Region 4, notified the U.S. Bankruptcy Court for the District of Columbia that the following creditors have been appointed as members of the Official Committee of Unsecured Creditors in the Chapter 11 cases of Specialty Hospital of Washington, LLC, and its debtor affiliates: (1) Alex Garrett Director of Cash Management Progressive Nursing Staffers of Virginia, Inc. 5531 Hempstead Way, Ste. B Springfield, VA 22151 Ph: (703) 750-1010 Fax: (703) 750-1888 Email: agarrett@progressivenursing.com (2) Donald K. Tolson Vice President ? Finance & Administration Rappahannock Goodwill Industries, Inc. 4701 Market Street P.O. Box 905 Fredericksburg, VA 22408 Ph: (540) 371-3070 Email: Donnie.tolson@fredgoodwill.org (3) Jerry Carpenter Director of Credit/Cash Management Morrison Management Specialists, Inc. 4721 Morrison Dr, Suite 300 Mobile, AL 36609 Ph: (251) 461-3020 Fax: (251) 461-3193 Email: jerrycarpenter@iammorisson.com The Committee is represented by: Valerie P. Morrison, Esq. Dylan G. Trache, Esq. John T. Farnum, Esq. WILEY REIN LLP 7925 Jones Branch Drive, Suite 6200 McLean, Virginia 22102 Tel: (703) 905-2800 Email: vmorrison@wileyrein.com dtrache@wileyrein.com jfarnum@wileyrein.com About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. Specialty Hospital of America estimated between $10 million and $50 million in assets and between $50 million and $100 million in liabilities in its bankruptcy petition. The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP as counsel. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtors' financial advisor. Cain Brothers & Company, LLC, is the Debtors' investment banker. SPECIALTY HOSPITAL: Obtains Interim DIP Loan Approval ----------------------------------------------------- Judge S. Martin Teel, Jr., of the U.S. Bankruptcy Court for the District of Columbia gave Specialty Hospital of Washington, LLC, et al., interim authority to borrow $7.4 million of the $15 million postpetition financing extended by DCA Acquisitions, LLC. On May 23, 2014, the Court denied the Debtors? original motion for postpetition financing because it found that the interests of Branch Banking and Trust Company in certain real property of one of the Debtors -- the Hadley real estate -- were not adequately protected. Instead, that interest was to be fully primed under the Debtors? prior motion. The Debtors on May 26 filed a second motion for postpetition financing that subordinated the postpetition lender?s security interest in the Hadley real estate to the first $4.7 million of value in that real estate, and allowing BB&T to retain its first priority secured position in that real estate up to that amount. The Official Committee of Unsecured Creditors objected to the DIP Motion, complaining, among other things, that the DIP Motion commits the Debtors to an unreasonably short sale process, noting that the financing is required to be re-paid within 23 days following the Petition Date. This schedule does not permit a meaningful opportunity to market the Debtors? assets or possible upset bids and should be extended, particularly given the apparent lack of marketing performed to date, the Committee said. The final hearing will be held on June 18, 2014, at 10:30 a.m. (prevailing Eastern Time). Objections to the final approval of the DIP Motion are due June 16. The Debtors are represented by Patrick Potter, Esq., at Pillsbury Winthrop Shaw Pittman, LLP, in Washington, D.C.; and Andrew Troop, Esq., at Pillsbury Winthrop Shaw Pittman, LLP, in New York. Counsel for the DIP Lender and holder of the BB&T Debt is: Craig D. Hansen, Esq., SQUIRE PATTON BOGGS (US) LLP One East Washington Street Suite 2700 Phoenix, AZ 85004 Email: craig.hansen@squirepbs.com Counsel to the Committee is Valerie P. Morrison, Esq., and Dylan Trache, Esq., at Wiley Rein LLP, in Washington, D.C. The Office of the United States Trustee for the District of Columbia, is represented by Bradley Jones, Esq. -- Bradley.D.Jones@usdoj.gov BB&T is represented by: Nikolaus F. Schandlbauer, Esq. E. John Steren, Esq. OBER, KALER, GRIMES & SHRIVER, APC 1401 H Street, N.W., Suite 500 Washington, D.C. 20005 Tel: (202) 326-5016 Fax: (202) 326-5270 Email: nfschandlbauer@ober.com ejsteren@ober.com -- and -- Walter F. Kirkman, Esq. Jeffrey S. Greenberg, Esq. OBER, KALER, GRIMES & SHRIVER, APC 100 Light Street Baltimore, Maryland 21202 Tel: (410) 347-7387 Fax: (410) 263-7587 Email: jsgreenberg@ober.com About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. Specialty Hospital of America estimated between $10 million and $50 million in assets and between $50 million and $100 million in liabilities in its bankruptcy petition. The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP as counsel. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtors' financial advisor. Cain Brothers & Company, LLC, is the Debtors' investment banker. SPECIALTY HOSPITAL: Can Proceed with June 23 Auction ---------------------------------------------------- Judge S. Martin Teel, Jr., of the U.S. Bankruptcy Court for the District of Columbia approved Specialty Hospital of Washington, LLC, et al.'s auction and bidding procedures in connection with the sale of substantially all of their assets. The Debtors and its DIP Lender, DCA Acquisitions, LLC, has a stalking horse purchase agreement under which the DIP Lender agreed to purchase the the Debtors' assets for: (a) a $15 million DIP loan term facility to be credit-bid by the Purchaser at closing; plus (b) the assumption of certain liabilities; plus (c) an amount not to exceed $200,000 to conduct the orderly wind-down or dismissal of the bankruptcy cases following the sale contemplated by the Transaction; plus (d) at the discretion of the stalking horse purchaser, an amount up to $10,000,000 of the BB&T Debt. The deadline for submitting a qualified bid is June 20. The bid value of competing bids must be greater than or equal to (i) the Total Transaction Value, plus (ii) $1.5 million to serve as break- up in case the stalking horse purchaser is not selected as the winning bidder, plus (iii) expense reimbursement, plus (iv) $100,000. If the Debtors receive at least one qualified bid in addition to the stalking horse purchaser's existing qualified bid, an auction will be conducted on June 23, at 10:00 a.m. (prevailing Eastern Time). The sale hearing will be held on June 25. Objections are due June 24. Branch Banking and Trust Company, which holds an interest in one of the Debtors' real property, complained that a sale of the Debtors' assets "free and clear" of all liens cannot occur under the circumstances present in the Chapter 11 cases. BB&T pointed out that there was an absence of any meaningful discussion of the nature and extent of the assets being sold. The Debtors are represented by Patrick Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in Washington, D.C.; and Andrew Troop, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New York. The Stalking Horse Purchaser is represented by Craig D. Hansen, Esq., at Squire Patton Boggs LLP, in Phoenix, Arizona. BB&T is represented by Nikolaus F. Schandlbauer, Esq., and E. John Steren, Esq., at Ober, Kaler, Grimes & Shriver, in Washington, D.C.; and Jeffrey S. Greenberg, Esq., and Walter F. Kirkman, Esq., at Ober, Kaler, Grimes & Shriver, in Baltimore, Maryland. About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. Specialty Hospital of America estimated between $10 million and $50 million in assets and between $50 million and $100 million in liabilities in its bankruptcy petition. The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP as counsel. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtors' financial advisor. Cain Brothers & Company, LLC, is the Debtors' investment banker. SPECIALTY HOSPITAL: Cases Jointly Administered in D.C. ------------------------------------------------------ Specialty Hospital of America LLC and its affiliates sought and obtained an order authorizing joint administration of their Chapter 11 cases under Lead Case No. 14-00279 of Specialty Hospitals of Washington, LLC. The Debtors noted that joint administration will not adversely affect creditors' rights because the motion requested only the administrative consolidation of the estates, not substantive consolidation. As such, creditors may still file claims against each Debtor's estates. According to the docket, governmental entities have until Nov. 17, 2014 to file proofs of claim. The appointment of a health care ombudsman is due by June 20, 2014. Counsel for the Debtors can be reached at: Patrick Potter, Esq. Jerry Hall, Esq. Dania Slim, Esq. PILLSBURY WINTHROP SHAW PITTMAN LLP 2300 N Street, NW Washington, DC 20037-1122 Telephone: (202) 663-8000 Facsimile: (202) 663-8007 E-mail: patrick.potter@pillsburylaw.com jerry.hall@pillsburylaw.com dania.slim@pillsburylaw.com - and - Andrew M. Troop, Esq. PILLSBURY WINTHROP SHAW PITTMAN LLP 1540 Broadway New York, NY 10036-4039 Telephone: (212) 858-1000 Facsimile: (212) 858-1500 E-mail: andrew.troop@pillsburylaw.com About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. Specialty Hospital of America estimated between $10 million and $50 million in assets and between $50 million and $100 million in liabilities in its bankruptcy petition. The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP as counsel. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtors' financial advisor. Cain Brothers & Company, LLC, is the Debtors' investment banker. TRANS-LUX CORP: Receives $200,000 in Financing From Chairman ------------------------------------------------------------ Trans-Lux Corporation executed a promissory note in favor of George Schiele, pursuant to which Mr. Schiele will loan $200,000 to the Company in order to provide the Company with temporary financing. Mr. Schiele is the Chairman of the Board of Directors of the Company. The Note bears interest at the rate of ten percent per annum and has a maturity date of July 1, 2014, with a bullet payment of all principal and accrued interest due at such time; provided, however, that the parties may agree in writing to convert or exchange all or any part of the Note into a long term investment by Schiele in Trans-Lux. In the event the parties engage in a Conversion Transaction, all amounts due under the Note will be payable in accordance with the terms of the documentation executed by the parties in connection with such Conversion Transaction, if any. As of June 6, 2014, the net proceeds in the amount of $200,000 were received from Mr. Schiele. The funds were used for working capital and general corporate purposes. About Trans-Lux Corporation Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a designer and manufacturer of digital signage display solutions for the financial, sports and entertainment, gaming and leasing markets. Trans-Lux Corporation reported a net loss of $1.86 million on $20.90 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.36 million on $23.02 million of total revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $18.50 million in total assets, $17 million in total liabilities and $1.50 million in total stockholders' equity. BDO USA, LLP, in Melville, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has a significant working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Further, the Company is in default of the indenture agreements governing its outstanding 9 1/2 Subordinated debentures which was due in 2012 and its 8 1/4 percent Limited convertible senior subordinated notes which was due in 2012 so that the trustees or holders of 25 percent of the outstanding Debentures and Notes have the right to demand payment immediately. Additionally, the Company has a significant amount due to their pension plan over the next 12 months. STELLAR BIOTECHNOLOGIES: Hires Moss Adams as New Auditor -------------------------------------------------------- Upon the advice of the Audit Committee, the Board of Directors of Stellar Biotechnologies, Inc., resolved on June 3, 2014, that the resignation of D&H Group LLP, Chartered Accountants, on June 3, 2014, as auditor of the Company be accepted, and Moss Adams LLP, Certified Public Accountants, be appointed as auditor of the Company to be effective June 3, 2014, to hold office until the next annual meeting at a remuneration to be fixed by the directors. The Company confirmed that D&H Group LLP, Chartered Accountants, resigned on its own initiative as auditor of the Company. D&H Group LLP, Chartered Accountants, has not expressed any reservation in its reports for the two most recently completed fiscal years of the Company, nor for the period from the most recently completed period for which D&H Group LLP, Chartered Accountants, issued an audit report in respect of the Company and the date of this Notice. About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. Stellar Biotechnologies incurred a loss and comprehensive loss of $14.88 million on $545.46 million of revenues for the year ended Aug. 31, 2013, as compared with a loss and comprehensive loss of $5.19 million on $286.05 million of revenues for the year ended Aug. 31, 2012. The Company incurred a loss and comprehensive loss of $3.59 million for the year ended Aug. 31, 2011. The Company's balance sheet at Nov. 30, 2013, showed $17.44 million in total assets, $9.03 million in total liabilities and $8.40 million in total shareholders' equity. TUSCANY INT'L: Court Confirms Amended Joint Plan of Reorganization ------------------------------------------------------------------ Tuscany International Drilling Inc. on June 10 disclosed that the First Amended Joint Plan of Reorganization for Tuscany and Tuscany International Holdings (U.S.A.) Ltd. under Chapter 11 of the United States Bankruptcy Code dated May 19, 2014 was confirmed by order of the United States Bankruptcy Court for the District of Delaware on May 21, 2014. The Confirmation Order was recognized and given full effect in Canada by order of the Court of Queen's Bench of Alberta, Judicial District of Calgary granted on May 22, 2014. Certain steps to be undertaken in connection with consummation of the Chapter 11 Plan have been implemented with the result that the Effective Date, as defined therein, has occurred. In particular, Tuscany's lenders have acquired Tuscany's assets under and pursuant to the provisions of the asset purchase agreement dated April 8, 2014 by and between the Company, as seller, and Tuscany Holdings GP, LLC and Tuscany Limited Partnership, newly formed entities that are controlled by the Company's senior secured lenders, as buyer. Tuscany Holdings, through its new management team, will operate the Company's previous Colombian and Ecuadorian businesses. Tuscany Holdings has issued today the attached press release announcing its acquisition of TID's Colombian and Ecuadorian assets. Pursuant to the Chapter 11 Plan, as of June 9, 2014, each of the officers and members of the board of directors of Tuscany and the Affiliate Debtor have resigned, and FTI Consulting Canada Inc. has been appointed as Plan Administrator. Pursuant to the Chapter 11 Plan, Tuscany has filed Articles of Amendment to permit it to redeem all of its current issued and outstanding common shares for nominal value. Pursuant to the Chapter 11 Plan, there will be no recoveries to existing shareholders of Tuscany beyond any recoveries as contemplated by the Chapter 11 Plan. A copy of the Chapter 11 Plan and related documents is available for free from the Prime Clerk website at http://cases.primeclerk.com/tuscany/ For further information on developments concerning and documents relating to the Company's proceedings under Chapter 11 of the United States Bankruptcy Code, please refer to the website of Prime Clerk LLC, the administrative advisor, at http://cases.primeclerk.com/tuscany/ About Tuscany International Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. sought protection from creditors under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10193) in Delaware on Feb. 2, 2014. Tuscany also commenced ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. Headquartered in Calgary, Alberta, Tuscany is engaged in the business of providing contract drilling and work-over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America. Tuscany has operating centers in Colombia, Brazil, and Ecuador. The Debtor disclosed $414,624,292 in assets and $207,332,530 in liabilities as of the Chapter 11 filing. The Colombian and Brazilian businesses are operated by certain non-debtor affiliates, while the Ecuador business is operated by branch office of debtor TID. As of the Petition Date, Tuscany entities owned 26 rigs, of which 12 are located in Colombia, nine in Brazil and five in Ecuador. Of the 26 rigs, 15 were contracted and operational as of the Petition Date and five were directly owned by the Debtors. Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon, Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent, and administrative agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP provides tax services. GMP Securities, LLC serves as investment banker. The Debtors' plan of reorganization dated March 3, 2014, proposes that a newly-formed entity organized by certain prepetition lenders will credit bid a principal amount of the Prepetition Credit Agreement Claims or DIP Facility Claims to be determined in exchange for all or substantially all of the assets of the HoldCo. The Bankruptcy Court has entered an order approving the bidding procedures for the sale of all or any portion of the Debtors' assets or the new capital stock of Reorganized HoldCo, as reorganized under the Plan. These bidding procedures are to be utilized by the Debtors in the postpetition sale process in an effort to secure the highest or otherwise best offer for the sale of the Debtors' businesses. The U.S. Trustee said that an official committee of unsecured creditors has not been appointed in the Debtors' cases. An Official Committee of Equity Security Holders has been appointed in the case. The Equity Committee has tapped as bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq., James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D. Wright, Esq., at Landis Rath & Cobb LLP. TUSCANY INT'L: Tuscany Holdings Completes Purchase of Assets ------------------------------------------------------------ Tuscany Holdings GP, LLC and Tuscany Limited Partnership on June 10 disclosed that the Company has purchased substantially all of the assets of Tuscany International Drilling, Inc., a provider of contract drilling, completion and workover services, marking TID's emergence from the Chapter 11 bankruptcy process. Tuscany Holdings' corporate offices are now located in Bogota, Colombia with country management teams reporting to the new corporate team led by Aramis Guerra, a seasoned drilling and oilfield services executive with extensive experience operating in Latin America and the Middle East. Investors including Credit Suisse AG, Cayman Islands Branch and certain funds managed by Monarch Alternative Capital LP led the acquisition of the equity interests in the core Colombian and Ecuadorian operating entities. Tuscany Holdings' balance sheet demonstrates improved strength and stability by significantly reducing leverage and increasing liquidity through a new money loan. "We move forward from this process with a sound balance sheet, a talented leadership team and the support of a strong and experienced board," said Tuscany Holdings' Chief Executive Officer Aramis Guerra. "We are very well positioned for the future, with a supportive ownership group dedicated to the long-term success of the Company, and a capital structure that will enable us to realize our operational improvements and growth initiatives. With the support of our employees, customers and suppliers in the communities we serve, we emerge from this process as a strong and well positioned provider of oilfield services." "Tuscany International Drilling completed the sale of its African operations in January 2014. Tuscany Holdings is a more streamlined operation focused on the most attractive operating units of former Tuscany International Drilling. This will allow the Company to drive operational performance," said Julio Torres, a member of Tuscany Holdings' board of directors. "With a significantly improved debt structure, the financial position now better reflects the Company's operating strength. Tuscany Holdings is again able to provide high quality, reliable services to customers who appreciate long term relationships." "The new equity holders would like to thank the management team, employees and advisors who helped in this successful balance sheet restructuring," stated Zachary Lewis of Monarch, an equity partner in Tuscany Holdings, who is a member of its board of directors. "We view this transaction as transformational, positioning Tuscany Holdings for continued operational excellence and growth." About Tuscany Holdings GP, LLC Tuscany Holdings GP, LLC, is a Delaware limited liability company that acts as general partner of Tuscany Limited Partnership, an Alberta limited partnership. Tuscany Holdings' onshore rig fleet is comprised of 17 technologically advanced drilling and workover rigs, including 12 rigs in Colombia and 5 rigs in Ecuador. Tuscany Holdings provides contract drilling, completion and workover services to oil and gas companies active in the exploration, development and production of oil and gas reserves throughout South America. Tuscany Holdings is based in Bogota, Colombia. About Tuscany International Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. sought protection from creditors under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10193) in Delaware on Feb. 2, 2014. Tuscany also commenced ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. Headquartered in Calgary, Alberta, Tuscany is engaged in the business of providing contract drilling and work-over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America. Tuscany has operating centers in Colombia, Brazil, and Ecuador. The Debtor disclosed $414,624,292 in assets and $207,332,530 in liabilities as of the Chapter 11 filing. The Colombian and Brazilian businesses are operated by certain non-debtor affiliates, while the Ecuador business is operated by branch office of debtor TID. As of the Petition Date, Tuscany entities owned 26 rigs, of which 12 are located in Colombia, nine in Brazil and five in Ecuador. Of the 26 rigs, 15 were contracted and operational as of the Petition Date and five were directly owned by the Debtors. Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon, Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent, and administrative agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP provides tax services. GMP Securities, LLC serves as investment banker. The Debtors' plan of reorganization dated March 3, 2014, proposes that a newly-formed entity organized by certain prepetition lenders will credit bid a principal amount of the Prepetition Credit Agreement Claims or DIP Facility Claims to be determined in exchange for all or substantially all of the assets of the HoldCo. The Bankruptcy Court has entered an order approving the bidding procedures for the sale of all or any portion of the Debtors' assets or the new capital stock of Reorganized HoldCo, as reorganized under the Plan. These bidding procedures are to be utilized by the Debtors in the postpetition sale process in an effort to secure the highest or otherwise best offer for the sale of the Debtors' businesses. The U.S. Trustee said that an official committee of unsecured creditors has not been appointed in the Debtors' cases. An Official Committee of Equity Security Holders has been appointed in the case. The Equity Committee has tapped as bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq., James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D. Wright, Esq., at Landis Rath & Cobb LLP. U.S. VIRGIN ISLANDS: Fitch Lowers GO Bond Rating to 'BB-' --------------------------------------------------------- Fitch Ratings has assigned a 'BBB' rating to $121.545 million U.S. Virgin Islands (USVI) Public Finance Authority (VIPFA) bonds (Virgin Islands gross receipts taxes [GRT] loan note) consisting of the following: -- $60.77 million series 2014A (Capital Projects); -- $60.775 million series 2014B (Working Capital). The bonds are expected to sell via negotiation the week of June 16, 2014. Additionally, Fitch takes the following actions on the ratings of the USVI: -- $696.9 million in outstanding USVI VIPFA GRT bonds are affirmed at 'BBB'; -- Implied general obligation (GO) bond for the USVI downgraded to 'BB-' from 'BB'. There are no outstanding stand-alone GO bonds of the USVI. The Rating Outlooks remain Negative. SECURITY The GRT revenue bonds issued by VIPFA are secured by a pledge of GRT collections from the USVI deposited to the trustee for bondholders prior to their use for general purposes. The bonds also carry a GO pledge of the USVI. KEY RATING DRIVERS GRT SECURITY INSULATED FROM GOVERNMENT OPERATIONS: Bonds issued by the VIPFA and secured by the GRT have been insulated from general fund operations through a collection process that allocates pledged revenues to a separate escrow account. Debt service coverage remains satisfactory although it will be reduced by debt service associated with the current issue combined with expected weak future revenue trends. The Negative Outlook on the GRT bonds reflects the weak USVI economy and concern that the USVI will over-leverage this revenue source. ECONOMIC AND FINANCIAL STRAIN RESULT IN IMPLIED GO DOWNGRADE: The downgrade of the implied GO rating to 'BB-' from 'BB' and maintenance of the Negative Outlook reflect severely strained fiscal operations and the intractability of longer-term fiscal challenges that are compounded by acute economic difficulties. WEAK FINANCIAL POSITION: Longstanding fiscal challenges worsened in the recent downturn with sharp revenue declines, prolonged, unresolved property tax litigation, high fixed-cost burdens, and difficulty in reducing expenditures. These fiscal challenges were compounded by the closure of Hovensa, the USVI's former largest employer and taxpayer. The territory has relied on borrowing to both close its operating gaps and maintain liquidity, and financial operations are expected to remain structurally imbalanced for the next several fiscal years. Fitch believes future budgeting options are limited. HIGH DEBT AND LIABILITY BURDEN: Net tax-supported debt is extremely high, and dedication of revenues to debt service reduces fiscal flexibility. Other liabilities for pensions and unpaid retroactive salaries further weigh on the territory's limited resources. NARROW ECONOMY: The economy is limited, dependent on tourism and vulnerable to disruption from natural disasters. STABILITY FROM U.S. TERRITORY STATUS: Although the USVI enjoys less flexibility in fiscal matters than U.S. states, the U.S. legal and regulatory environment provides some stability. RATING SENSITIVITIES -- FOR THE GRT BONDS: A reduction in expectations for GRT revenues; leveraging that notably reduces debt service coverage ratios; further economic erosion in the USVI. -- FOR THE IMPLIED GO RATING: Further erosion in the USVI's financial position and/or deterioration in the USVI's economy; continued issuance of working capital borrowing for operations; failure to stabilize pension funding. CREDIT PROFILE The 'BBB' rating on the GRT bonds reflects the structure's legal protections and satisfactory coverage of debt service by pledged revenues. GRT bonds are secured by the USVI's pledge of GRT revenues with all collections deposited daily to a special escrow account. With the exception of a small required payment for housing, all revenues are allocated to the trustee for the benefit of bondholders, only after which are remaining receipts available for general purposes. The priority claim of bondholders to GRT collections and other structural protections insulate bondholders from the USVI's broader fiscal stress and support a rating level that is higher than the GO rating. The downgrade of the implied GO rating to 'BB-' from 'BB' incorporates the significant financial and economic pressures faced by the USVI. A severely unbalanced operating budget has led to multiple years of borrowing to fund ongoing operations and reported operating deficits; $30 million of proceeds from the current issue are providing a second round of working capital for the fiscal 2014 budget. Budget imbalance is expected to remain over the next several fiscal years as the USVI has been unable to adjust its expenditures to incorporate a reduced revenue structure. The economy is limited and unemployment rates have escalated following the large layoffs related to the Hovensa closure in 2012. COVERAGE OF GROSS RECEIPTS TAX BONDS REMAINS SATISFACTORY The USVI increased the GRT tax rate to 5% from 4.5%, effective March 1, 2012, in response to its fiscal difficulties in the fiscal year ending Sept. 30, 2012 as well as the announced closure in January 2012 of Hovensa, the USVI's former largest employer and taxpayer. The increase in rate was expected to be offset by the economic retrenchment produced by the Hovensa closure combined with increasing levels of debt service. Positively, cash-basis collections in fiscal 2012 that are certified by Ernst & Young showed 3.5% growth from fiscal 2011, providing for continued strong coverage on outstanding bonds. For fiscal 2013, the first full fiscal year of collections at the higher GRT tax rate, cash- basis collections exhibited 1.7% growth to $153.2 million. Senior lien debt service coverage from fiscal 2013 cash collections was 3.57x; when including unrated, junior lien obligations, combined debt service coverage was 3.33x that year. Coverage of maximum annual debt service (MADS) on all GRT-secured debt was 2.67x by fiscal 2013 revenues. The USVI is forecasting 1.9% growth in GRT collections for fiscal 2014 although collections through the first two quarters of the fiscal year are down year-over-year (yoy) by 7.3%. Fitch estimates that a 7.3% decline in fiscal 2014 revenues would produce still solid annual debt service coverage on senior lien debt in fiscal 2014 of 2.79x while coverage of all-GRT debt would approximate 2.5x. Coverage of MADS from the Fitch-adjusted fiscal 2014 forecast indicate a MADS coverage level of about 2.19x. Security features include an additional bonds test requiring 1.5x MADS coverage by historical and prospective revenues, a debt service reserve funded at MADS, and covenants precluding tax rate reductions or the granting of excessive tax incentives. Additionally, should a 1.5x MADS coverage level be reached in any 12-month period, the USVI has covenanted to seek out additional revenue to pledge to the bonds. With the rate increase to 5% in March 2012, the USVI amended the bond resolution to permit the GRT rate to fall back to 4.5% should corporate income tax (CIT) receipts reach $185 million in any fiscal year; CIT receipts are estimated at $63 million in fiscal 2013. The USVI and VIPFA are ineligible to file for protection under the U.S. Bankruptcy Code. USVI FINANCIAL AND ECONOMIC CHALLENGES EXPECTED TO CONTINUE The downgrade of the implied GO rating to 'BB-' incorporates Fitch's view that the USVI will continue to have difficulty achieving ongoing structural budget balance in the context of revenue losses due to longstanding fiscal constraints, high fixed costs, and very high liabilities, and the loss of its largest taxpayer and employer. The USVI has had limited flexibility in responding first to the economic downturn and now to an economy that is hampered by employment losses from the Hovensa closure and a tourism sector that is demonstrating uneven growth. Despite making deep spending cuts, including staffing reductions and an 8% across the board salary cut, as well as increasing the GRT rate to address its structural budget gap, the operating budget is significantly unbalanced. The USVI has also borrowed substantially for working capital, applying proceeds to financial operations in fiscal years 2009 through fiscal 2014; $30 million of the proceeds from the current issue is in addition to $25 million borrowed in 2012 to fund operations in the current fiscal year. Borrowing for deficit financing is now estimated to account for about 40% of all outstanding debt obligations, including bonds issued under the matching fund revenue program. USVI revenue collections are subject to significant volatility. After several years of robust economic and revenue growth, general fund revenues plummeted in the recession, with GAAP-basis fiscal 2009 falling 29% from fiscal 2008, to $687.5 million, inclusive of borrowing for working capital and operating transfers. Personal and corporate income taxes were sharply lower, and further litigation delays limited property tax collections. The USVI issued a number of working capital loan notes during the recession and applied additional federal funding to operations. For fiscal 2011, appropriations continued to exceed projected revenues and the governor sought substantial mid-year spending cuts and an increase in the GRT rate to balance the budget. The GRT rate increase to 4.5% provided some budget relief, an 8% salary rollback for certain USVI employees was implemented, effective Aug. 1, 2011, and a retirement incentive for long-term employees was offered, as means to balance the budget. Final audited revenues of $867.5 million in fiscal 2011, inclusive of $131 million received through external working capital borrowing and operating transfers, supported $847 million in expenditures that year, resulting in a $16.7 million GAAP-basis operating surplus. On a budgetary basis, the USVI reported a $2.9 million operating deficit. Following the enactment of the fiscal 2012 budget, the governor's office forecast a $67.5 million operating deficit and called for immediate expenditure reductions and revenue increases to balance the budget. Approximately 400 employees were terminated in December 2011 and amidst budget negotiations, in January 2012, Hovensa announced its imminent closure. The USVI estimated a direct annual revenue loss of about $50 million ($30 million in income tax losses and $17 million in lost GRT revenue) related to the closure in addition to the loss of about 2,000 jobs. Following Hovensa's announcement, the legislature approved the increase in the GRT rate to 5% to offset the expected loss of GRT revenue from Hovensa and also implemented other expenditure reductions, for a total in $125.7 million expenditure reduction from fiscal 2011. An external working capital matching fund- secured bond was issued in August 2012 to support financial operations in fiscal 2012 and the next two succeeding fiscal years. Proceeds of $55 million were applied to the fiscal 2012 budget, $35 million was to be applied to the fiscal 2013 budget, and the remaining $25 million was to be applied to the fiscal 2014 budget. Despite the actions taken by the USVI, reduced revenues and the carry-forward of structural budgetary imbalance resulted in an estimated $44.3 million budgetary operating deficit for fiscal 2012. The fiscal 2012 audit recorded a $94.3 million operating surplus for that year as the working capital matching fund bond boosted the USVI's cash position. For the fiscal year ended Sept. 30, 2013, the USVI estimates $741.2 million in available general fund resources, including the $35 million in bond proceeds. Expenditures are estimated to have totaled $717.1 million, resulting in the USVI's estimate of a $24 million operating surplus. Movement toward budgetary balance was forestalled by the reinstatement on July 1 of full salary to employees impacted by the 8% salary reduction implemented in fiscal 2011. Budgetary operations have been aided by increasing matching fund (excise tax) revenue related to production at a new rum facility owned by Diageo. Matching fund revenue is only available to the general fund after debt service payments on the USVI's matching fund revenue bonds have been made in full. The USVI expects operations in the current fiscal 2014, inclusive of the additional $30 million in working capital proceeds from the upcoming sale, to produce a $4.7 million operating surplus; however, $25 million in unspecified appropriation cuts are required prior to the fiscal year ending on Sept. 30, 2014 to achieve this target, which Fitch believes will be difficult to achieve. Fitch believes financial operations will continue to be strained by a multitude of spending pressures, including increasing employee health care costs, debt service expense, and the need to address the stability of the pension system. Fitch believes that future years' budgets will be additionally challenged in achieving structural balance as working capital proceeds have helped to support recent years' budgets. LIMITED ECONOMY WITH HIGH UNEMPLOYMENT The USVI is an organized, unincorporated U.S. territory with a population of 106,000. The economy is small, narrow and subject to considerable volatility. Tourism and related industries represent approximately 80% of economic activity, although other activities, notably rum distillation are prominent, and government employment equals more than a quarter of jobs. Prior to its closure and conversion to a storage facility in February 2012, Hovensa employed 2,000 on the island of St. Croix and was significant to the USVI's economic activity and fiscal stability. Due to the effects of the recession and the closure of Hovensa, the USVI estimates gross territorial product fell by 22% from 2008 to 2012. The closure of the facility has also contributed to the unemployment rate in the USVI escalating to 13.4% in 2013 from 8.9% in 2011, incorporating an 11% loss of total nonfarm employment between 2011 and 2013. The employment picture continues to be weak in 2014; a 12.8% unemployment rate was recorded for March 2014 compared to a 6.7% U.S. rate and total nonfarm employment declined by 2% in April 2014 compared to 1.7% national growth. Tourism indicators have begun to stabilize after sharp, recession- related declines in 2008 and 2009, although the economic recovery appears to be unsteady and further improvement will be linked to broader economic trends in the U.S., from which the majority of USVI visitors originate. While cruise ship visitors to the USVI have recently increased, growing 4.9% between January 2012 and December 2013, air arrivals over the same period declined by 4.7% and hotel occupancy rates have remained just under 60% for the USVI as a whole. DEBT AND UNFUNDED LIABILITIES ARE EXTREMELY HIGH The USVI's liabilities are extremely high relative to U.S. states. Tax-supported debt totals about $2.1 billion as of June 1, 2014, estimated to be equivalent to 80% of personal income. About $796 million is GRT bonds, subordinate notes and tax increment revenue bond anticipation notes (BANs) issued by VIPFA, which also carry a USVI GO pledge. Another $1.3 billion is backed by matching funds from federal excise taxes levied on USVI-distilled rum. In 2013, debt service for GRT bonds and matching fund bonds totaled about $157 million, equal to 17.5% of general fund taxes and gross matching fund receipts combined. Amortization is slow, with about 34% maturing in 10 years. Persistent underfunding has led to a large pension liability, with a funding ratio of 45.3% as of Sept. 30. 2012; the $1.6 billion unfunded liability (UAAL) equates to about 62% of estimated 2012 personal income. Other liabilities include negotiated but unpaid salary increases over the last two decades, the burden of which was estimated at $195 million as of Sept. 30, 2012. The USVI's liability for other post-employment benefits totals $1.12 billion as of Sept. 30, 2011. UNIVISION COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating ----------------------------------------------------------------- Fitch Ratings has affirmed the 'B' Issuer Default Rating (IDR) assigned to Univision Communications, Inc. Fitch also affirmed the individual issue ratings of Univision. The Rating Outlook is Stable. As of March 31, 2014, Univision had approximately $10.6 billion of debt outstanding (including the subordinated convertible preferred debentures due to Televisa). KEY RATING DRIVERS: The ratings incorporate Fitch's positive view of the U.S. Hispanic broadcasting industry, given anticipated continued growth in the number and spending power of the Hispanic demographic. Additionally, Univision benefits from a premier industry position, with duopoly television and radio stations in most of the top Hispanic markets, with a national overlay of broadcast and cable networks. The company's networks garner significant market share of Hispanic viewers and generate strong and stable ratings. This large and concentrated audience provides advertisers with an effective way to reach the growing U.S. Hispanic population. Fitch expects Hispanic population growth to mitigate the impact of longer-term secular issues that are challenging the overall media & entertainment sector, namely, audience fragmentation and its impact on advertising revenue. While the Hispanic broadcast television audience is not immune to these pressures, Fitch expects the growing total size of the Hispanic population, and Univision's investments in digital services, will provide an offset to the impact of audience fragmentation and drive ongoing ratings strength at Univision's television properties. Fitch believes Univision's cost management efforts and growth in high-margin retransmission revenue will provide an offset to the rising programing investments. Fitch expects EBITDA margins levels in the 38% to 40% range in 2014. Long-term, Fitch believes positive operating leverage from topline growth and growth in high-margin retransmission revenue will support continued content and digital investments, with EBITDA margins at or near the 40% level. Recent new entrants in the Hispanic broadcast and cable network market will add to the competitive pressures facing Univision. However, Univision currently has incumbent advantage and dominant market presence. Fitch expects these factors, along with its pipeline of proven content from Televisa, to enable it to grow amid these increasing pressures. Ratings concerns center on the highly leveraged capital structure, limited free cash flow (FCF) generation relative to total debt, as well as the company's significant exposure to advertising revenue. As of March 31, 2014, Fitch estimates total leverage and secured leverage of 9.8x and 7.9x, respectively (including the convertible note due to Televisa). Fitch expects deleveraging to be driven by EBITDA growth and modest levels of mandatory term loan amortization. Including the recent $117 million reduction in its 2022 senior secured notes, Fitch expects total leverage to be around 9x by year end 2014. Fitch recognizes the event risk of an Aereo victory in the courts could weaken Univision's negotiating position with MVPDs over valuable retransmission consent revenues. The existence of Aereo's service or similar services as a viable alternative to gain access to local and network over the air television broadcasts would harden the MVPDs position and temper the anticipated growth rate of retransmission consent revenues, which broadcasters have become increasingly reliant upon. Ultimately, but unlikely in Fitch's view, MVPDs could elect not to enter a retransmission consent agreement with broadcasters and either implement their own Aereo like technology, or not carry the broadcast on their respective networks, placing the retransmission consent revenues in jeopardy. Fitch acknowledges that should the MVPDs pursue this strategy, changes to the retransmission consent model would evolve over a long period of time (current multi-year retransmission contracts would have to expire). Should such a downside scenario materialize, broadcast networks, including Univision could stop offering its content over the air and convert into a cable network. However converting from a broadcast network to a cable network will present challenges including anticipated political backlash, the precarious position of broadcast network television affiliates, and potential issues related to broadcast rights pertaining to sports leagues. Liquidity and Debt Fitch regards current liquidity as adequate, particularly in light of minimal near-term maturities. Following a series of refinancing transactions, UVN has significantly reduced near-term obligations. The company's next material maturity is the $1.2 billion in notes due 2019. At March 31, 2014, liquidity consisted of approximately $78 million of cash, approximately $503 million available under the $550 million RCF due 2018 (net of borrowings and letters of credit), and $280 million available under the $400 million AR securitization facility (consisting of $300 million revolver and $100 million term facility). Fitch calculates 2013 FCF of negative $100 million and latest 12 month ended (LTM) March 2014 FCF of negative $31 million. The negative FCF have primarily been driven by increased programming investments. Fitch expects FCF in the range of $150 million to $250 million for 2014. Fitch estimates at March 31, 2014, Univision had total debt of $10.5 billion, which consisted primarily of: -- $47 million in revolving credit facility due March 2018; -- $120 million in account receivable facility due June 2018; -- $4.6 billion in senior secured term loans due March 2020; -- $1.2 billion 6.875% senior secured notes due 2019; -- $750 million 7.875% senior secured notes due 2020; -- $1.1 billion 6.75% senior secured notes due 2022; -- $700 million 5.125% senior secured notes due 2023; -- $815 million 8.500% senior unsecured notes due 2021; -- $1.125 billion 1.5% subordinated convertible debentures issued to Televisa, due 2025. (This note is a direct obligation of the parent HoldCo, Broadcasting Media Partners, Inc., but is serviced by dividends paid by Univision.) Univision's Recovery Ratings reflect Fitch's expectation that the enterprise value of the company, and thus, recovery rates for its creditors, will be maximized in a restructuring scenario (going concern), rather than a liquidation. Fitch employs a 7x distressed enterprise value multiple and estimates the adjusted distressed enterprise valuation in restructuring to be $6.4 billion. The 'B+' rating for the secured debt reflects Fitch's expectations for recovery in the 51% - 70% range. The 'CCC+' rating on the $815 million senior unsecured notes reflects Fitch's expectations for 0% recovery. RATING SENSITIVITIES: Positive ratings actions could occur if Univision delevers significantly from current levels, with indications that the company is on target to reach 7x-9x and 5x-6x total and secured leverage targets, respectively. Fitch expects deleveraging could occur largely through EBITDA growth, as well as modest debt reduction. Negative ratings actions could occur if operating results and FCF are materially lower than Fitch's expectations. Fitch expects FCF of $150 to $250 million in 2014. This would be contradictory to Fitch's constructive view on the Spanish language broadcasting industry and Univision's positioning within it, and could indicate that the company is more susceptible to secular challenges than previously anticipated. Fitch has affirmed Univisons's ratings as follows: -- Issuer Default Rating at 'B'; -- Senior secured at 'B+/RR3'; -- Senior unsecured at 'CCC+/RR6'. UPPER VALLEY: Court Approves Disclosure and Reorganization Plan --------------------------------------------------------------- Judge J. Michael Deasy of the Bankruptcy Court of District of New Hampshire approved Upper Valley Commercial Corp.'s Disclosure Statement as there were no objections to the Disclosure Statement filed, and the Statement contained the details required by Sec.1125 of the Bankruptcy Code. Further, the Court confirmed the Chapter 11 Plan of Reorganization proposed by Upper Valley. All classes of creditors voted in favor of the Plan. The terms of the Plan require the Debtor to amend its corporate charter to reflect that its sole purpose of continued business operations is collecting accounts receivable and distributing the proceeds in accordance with the Plan. The effective date of the Plan is June 17, 2014. The Chapter 11 case will be deemed closed upon entry of the Court's Final Decree. About Upper Valley Commercial Corporation Upper Valley Commercial Corporation, which runs a lending business in the Upper Connecticut Valley of New Hampshire, filed a Chapter 11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New Hampshire, on Dec. 31, 2013. Upper Valley Commercial Corporation said it is liquidating its assets after discovering that some of its investment and lending activities lacked proper licensing by the State of New Hampshire. The Debtor will file a liquidating plan as part of an agreement with the New Hampshire Banking Department. The Debtor disclosed $12,782,877 in assets and $11,584,281 in liabilities as of the Chapter 11 filing. The Debtor is represented by attorneys at The Tamposi Law Group, led by Peter N. Tamposi, Esq., in Nashua, New Hampshire. The Debtor disclosed $12,782,877 in assets and $11,584,281 in liabilities as of the Chapter 11 filing. William K. Harrington, the U.S. Trustee, on Feb. 24 appointed three members to the official committee of unsecured creditors. Bernstein, Shur, Sawyer & Nelson, P.A., serves as its counsel. VERIS GOLD: Asks for U.S. Recognition of Canadian Restructuring --------------------------------------------------------------- Veris Gold Corporation, through the monitor appointed by a Canadian court, has sought relief under Chapter 15 of the Bankruptcy Code in Reno, Nevada, to avoid disruptions to its restructuring proceedings in Canada. Ernst & Young, the monitor, is asking the U.S. court to grant the Debtors Chapter 15 protections and stay any and all enforcement actions against the Debtors and their assets in the U.S. The Debtors require Chapter 15 relief to ensure smooth operations without disruption during the pendency of their restructuring in the Canadian proceeding. "The Debtors are currently facing financial difficulty because they lack adequate liquidity to satisfy their long term debt obligations. The existing payment terms to Deustche Bank and the subordinated debt-holders have placed a significant strain on the Debtors' free cash flow," E&Y said, explaining the Debtors' decision to seek a court-supervised restructuring. The Debtors have tried unsuccessfully to extend the terms of the existing facilities with Deutsche Bank or otherwise refinance on longer terms and possibly negotiate better terms with the subordinated debt-holders. According to E&Y, by allowing a company to restructure its financial affairs, through a formal "plan of arrangement," the CCAA presents an opportunity for troubled business to avoid liquidation and allows such business' creditors to receive some distribution for outstanding amounts owing to them, by preserving the going-concern value of the company. E&Y has asked the U.S. Court to enter an order granting provisional relief pursuant to Sections 105(a) and 1519(a) of the Bankruptcy Code pending the U.S. Court's entry of an order recognizing the Canadian Proceeding as a "foreign main proceeding." Assets and Debt As of March 31, 2014, the Debtors have consolidated assets with a net book value of US$323 million and consolidated liabilities of US$282 million. Vancouver-based Veris Gold Corp., is a public company which shares are traded on the Toronto Stock Exchange and the Frankfurt Exeter. It carries all head office functions for all members of the Veris Gold Group. Ketza River Holdings Ltd., carries on its business in the Yukon Territory in Canada, as a gold and silver exploration company, with its mining property still in the preproduction phase. Veris Gold USA, Inc., owns and operates a gold mine at Jerritt Canyon, in Elko County, Nevada, which is currently in production. The Jerritt Canyon property includes several underground gold mines. Three mines have commenced gold production and a fourth mine is expected to commence production in 2014. Veris USA also owns land claims, a 35,000-square-foot plant, and other assets in Nevada. Veris USA is party to two forward gold purchase agreements with Duetsche Bank AG, London Branch. Under the agreements, Deutsche Bank advances funds to the Debtors and, in exchange, has the right to purchase gold from the Debtors over time in the future at a discount. The Debtors have also entered into (i) three convertible debentures with Whitebox Advisors for a respective amount of US$5 million, US$4 million, and US$2 million, (ii) a senior unsecured promissory note with 683 Capital in the amount of US$10 million, (iii) a forward gold loan with Monument Mining of US$5.65 million, and (iv) a forward gold loan with Concept Capital in an amount of US$17.3 million. The amount of the trade payables for the Debtors is US$65 million. Small Mine Development LLC is the underground mine contractor for the Jerritt Canyon property and is owed US$42 million, of which US$15 million is over one year past due. About Veris Gold Corporation Vancouver-based Veris Gold Corporation and its affiliates are a consolidated enterprise comprising various exploration, mining, production, sales and distribution operations in Canada and the U.S. Due to several factors including their capital structure, the bid environment in the mining and metals industry, Veris Gold Corp.'s depressed share price and the current commodity pricing environment, the Debtors said they need to restructure their business to emerge as a viable and successful entity going forward. On June 9, 2014, Veris and its affiliates commenced reorganization proceedings under Canada's Companies' Creditors Arrangement Act. The Canadian Court promptly issued an initial order staying certain creditor actions and appointing Ernst & Young Inc. as the monitor in the Canadian Proceedings. E&Y applied for relief under Chapter 15 of the U.S. Bankruptcy Code in Reno, Nevada, for Veris Gold and its affiliates (Bankr. D. Nev. Case No. 14-51015) on June 9, 2014. The U.S. case is assigned to Judge Bruce T. Beesley The Debtors have tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, in Las Vegas, as counsel in the U.S. case. VERIS GOLD: Chapter 15 Case Summary ----------------------------------- Chapter 15 Petitioner: Ernst & Young, Inc. Chapter 15 Debtors: Name Case No. ---- -------- Veris Gold Corporation 14-51015 900-688 West Hastings Street Attn: Shaun Heindrichs Vancouver, BC V6B 1P1 Veris Gold USA, Inc. 14-51020 Ketza River Holdings, Ltd. 14-51021 Queenstake Resources Ltd. 14-51022 Type of Business: The Debtors are a consolidated business enterprise comprising of various exploration, mining, production, sales and distribution operations in Canada and the United States. Chapter 15 Petition Date: June 9, 2014 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Hon. Bruce T. Beesley Chapter 15 Petitioner's Counsel: Brett A. Axelrod, Esq. FOX ROTHSCHILD LLP 3800 Howard Hughes Pkwy, Ste 500 Las Vegas, NV 89169 Tel: (702) 262-6899 Fax: (702) 597-5503 E-mail: baxelrod@foxrothschild.com - and - Micaela Rustia Moore, Esq. FOX ROTHSCHILD LLP 3800 Howard Hughes Pkwy., Ste 500 Las Vegas, NV 89169 Tel: 702-262-6899 Fax: 702-597-5503 E-mail: mmoore@foxrothschild.com Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million VERIS GOLD: Mining Company Files Ch. 15 to Shield US Assets ----------------------------------------------------------- Law360 reported that mining company Veris Gold Corp. filed for Chapter 15 protection in Nevada bankruptcy court in an attempt to protect its U.S. assets from creditors as it enters insolvency proceedings in its native Canada. The Law360 report, citing court documents, said the Vancouver- based company was forced into the filing in part by its recent default on gold purchase agreements with Deutsche Bank AG, and efforts to refinance the debt proved to be unsuccessful. About Veris Gold Corp. Veris Gold Corp. is a growing mid-tier North American gold producer in the business of developing and operating gold mines in geo-politically stable jurisdictions. The Company's primary assets are the permitted and operating Jerritt Canyon processing plant and gold mines located 50 miles north of Elko, Nevada, USA. The Company's primary focus is on the re-development of the Jerritt Canyon mining and processing plant. The Company also holds a portfolio of precious metals properties in British Columbia and the Yukon Territory, Canada, including the Ketza River Property. * * * As reported in the TCR on April 11, 2013, Deloitte LLP, in Vancouver, Canada, expressed substantial doubt about Veris Gold's ability to continue as a going concern, citing the Company's net losses over the past several years, working capital deficit in the amount of US$34.3 million and accumulated deficit of US$379.0 million as at Dec. 31, 2012. WORTHINGTON ENERGY: Enters Into Settlement Deal with Montecito -------------------------------------------------------------- Worthington Energy, Inc., an energy company engaged in the acquisition, exploration, development and drilling of oil and natural gas properties, on June 11 disclosed that the Company has reached a settlement agreement with Montecito Offshore, LLC of Louisiana, on the VM179 lease. As originally announced on May 10, 2011, Paxton (Worthington) closed on the agreement with Montecito on May 6, 2011, whereby Paxton (Worthington) acquired a 70% working interest in 546.875 acres in the Vermilion 179 (VM 179) track for $1,500,000 cash, a $500,000 subordinated note and the issuance of 15 million shares of Paxton (Worthington) common stock. Worthington Energy, Inc. Chairman and CEO, Mr. Charles F. Volk, stated, "For the last year and a half the company has been threatened with bankruptcy by the convertible debt holders, whereby they could eliminate the second lien position held by Montecito on the VM179 lease. The settlement reached by the company relieves Worthington of any interest in the VM 179 lease in exchange for release of claims and debts both from the Convertible debt holders and Montecito." "During that time, in order to satisfy our public company filing requirements and remain a going concern, the company entered into convertible debentures which have depressed the price of the stock," Mr. Volk explained. "With the removal of the UCCs associated with the VM179 debt, the company can now enter into project financing loans on the recently acquired Kansas properties in order to initiate and subsequently increase production." Mr. Volk continued, "The VM179 convertible debt holders' ratchet feature equated to a potential conversion into 70,000,000,000 common shares. This potential threat, which could have crippled the company, is now eliminated! The VM179 asset was being carried on our books at $5.7 million. As a result of this settlement the company eliminated $9.5 million in associated liabilities and debt, resulting in a $3.8 million improvement to the balance sheet." "Once production has commenced, oil sales should allow the Company to avoid entering into new convertible debentures. In fact, based on anticipated production, we expect to be able to buy back existing convertible debentures and eventually initiate a common stock buyback program," concluded Mr. Volk. Worthington Energy President and COO, Mr. Charlie Adams, said, "The current value of the company should be in the $10 to $20 million range, based on the valuation methodology of our technology, before reporting production. The valuation should increase to the $40 to $60 million range, again based on valuation methodology of the technology, after reporting production has begun." About Worthington Worthington -- http://www.Worthingtonnrg.com-- engages in the acquisition, exploration, development and drilling of oil and natural gas properties. Worthington is an energy turnaround company whose strategy is to acquire cash flow producing properties with proved and probable reserves, develop the fields by reworking existing wells and drilling new wells. Worthington was founded in 2004 and is based in San Francisco, CA. WYNDCLYFFE LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Wyndclyffe, LLC 10 Bedford Street New York, NY 10014 Case No.: 14-11769 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 10, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Robert E. Gerber Debtor's Counsel: Jonathan S. Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Fax: (914) 684-0288 Email: jpasternak@ddw-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Michael Sanford, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. YMCA OF MILWAUKEE: Assuming All Health Club Membership Agreements ----------------------------------------------------------------- The Young Men's Christian Association of Metropolitan Milwaukee, Inc., seeks approval from the bankruptcy court to assume all existing membership agreements -- specifically 37,518 health club membership contracts -- with its members. When family memberships and two-adult households are factored into account, the membership agreements provide access to YMCA of Milwaukee's facilities and basic classes for more than 115,000 persons. The Debtor has filed the motion to assume the agreements for reasons of practicality, to conserve resources of the estate and to minimize uncertainty among its active members. According to the Debtor, assumption of the membership agreements imposes no additional expenses or risks on the Debtor's estate. It does not impose cure costs on the Debtor; it does not compel the Debtor to dedicate new or non-ordinary resources to the performance of its contractual obligations; it does not expose the estate to the risk of large administrative claims for post- assumption breaches; and it does not force any dissatisfied member to continue its relationship with the Debtor. The Debtor adds that by assuming the membership agreements before filing its schedules, the Debtor could save up to $100,000 in costs associated with treating every signatory member as the holder of a contingent unsecured claim. The Debtors on the Petition Date also filed a motion to honor certain prepetition deposits and other customer obligations. About YMCA of Milwaukee The Young Men's Christian Association of Metropolitan Milwaukee, Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014. YMCA Milwaukee, which has more than 100,000 members using its centers and camps, plans to sell a majority of its owned real estate to help pay down $29 million in debt. YMCA Milwaukee estimated $10 million to $50 million in both assets and liabilities. YMCA Academy estimated $100,000 to $500,000 in both assets and liabilities. The formal schedules of assets and liabilities are due June 18, 2014. The Debtors are seeking joint administration of their Chapter 11 cases for procedural purposes. The cases are assigned to Judge Susan V. Kelley. The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz, Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel. ZALE CORP: Suspending Filing of Reports with SEC ------------------------------------------------ Zale Corporation filed a Form 15 with the U.S. Securities and Exchange Commission to terminate the registration of its common stock, par value $0.01 per share under Section 12(g) of the Securities Exchange Act of 1934. As a result of the Form 15 filing, the Company is not anymore obligated to file reports with the SEC. 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. * Argentine Delegates to Visit Washington to Discuss Overdue Debt ----------------------------------------------------------------- American Task Force Argentina Co-chair and former Undersecretary of Commerce for Economic Affairs Robert J. Shapiro will host a cocktail reception to honor members of the Argentine Congress, who travel to Washington, D.C. this week. News reports state that Argentine delegates will travel to Washington to discuss the country's overdue debt and the Republic of Argentina v. NML Capital, LLC court case. Although ATFA members have on numerous occasions offered to sit down with the Argentine government and negotiate a settlement, the government has failed to respond. This reception offers a unique opportunity for Argentine congressional officials to hear why ATFA believes good faith negotiations are the best way for the two parties to resolve the outstanding debt. Dr. Shapiro: "The Argentine Congress' trip to Washington, D.C. could not have come at a better time. After coming to an agreement with the Paris Club, the Argentine government has voiced its desire to return to international financial markets. The best way for Argentina to return to these markets -- and the only way -- is to resolve its outstanding debts to private creditors through fair negotiations." "Because the point of this trip is to discuss Argentina's outstanding debt and lawsuit in U.S. courts, American Task Force Argentina urges these representatives of the Argentine Government to also meet with its creditors. "We look forward to meeting with our visitors from Argentina and are hopeful that we can discuss a fair and reasonable negotiations and resolution of Argentina's debts to its private creditors, which should put Argentina on a path toward normalization. "In hopes of getting the invitation to the appropriate Argentine delegates, American Task Force Argentina sent the invitation to the Argentine Embassy in Washington, D.C. and placed advertisements in a few publications, such as Politico, Roll Call, The Hill and Wall Street Journal. Please note, the reception is for invited guests only -- the Argentine delegation, Argentine Embassy staff and media covering Argentina issues." About the American Task Force Argentina The American Task Force Argentina (ATFA) is an alliance of organizations united for a just and fair reconciliation of the Argentine government's 2001 debt default and subsequent restructuring. Its members work with lawmakers, the media, and other interested parties to encourage the United States government to vigorously pursue a negotiated settlement with the Argentine government in the interests of American stakeholders. * Chambers USA Ranks McGlinchey Stafford Among 2014 Top Law Firms ----------------------------------------------------------------- Chambers USA: America's Leading Lawyers for Business 2014, the leading provider of research-based directories of the legal profession, has ranked McGlinchey Stafford among the top law firms again this year. The firm, as well as members Bennet S. Koren and Marc J. Lifset, is ranked nationally for Financial Services Regulation: Consumer Finance (Compliance & Litigation). Firm member Colvin "Woody" Norwood is ranked nationally for Products Liability & Mass Torts and for Product Liability: Automobile. McGlinchey Stafford is ranked for six practice areas in Louisiana: Banking & Finance, Bankruptcy/Restructuring, Corporate/M&A, Gaming & Licensing, Litigation: General Commercial, and Real Estate. In Mississippi, McGlinchey is ranked for Litigation: General Commercial. Rudy Aguilar, the firm's managing member, said, "We are honored to be ranked in Chambers and in the company of our esteemed colleagues. We believe our rankings and the commentary from sources in Chambers reflect the continual efforts we expend on behalf of our many fine clients." Chambers quoted sources regarding a few of the firm's ranked areas of practice: Banking & Finance - "They are very knowledgeable and offer very practical advice. They are also very understanding regarding when an issue is urgent and needs a fast response," and, "Great depth of knowledge, thoroughness of analysis, clarity in explanation and speed in turnaround of work." Bankruptcy/Restructuring - "Responsiveness and good value." Corporate/M&A - "They understand business and do not over-lawyer a matter. They can turn the work product around promptly and in a business-friendly form." Financial Services Regulation - "Strong, quality firm which has served us well; I know where to go on matters involving consumer finance." Seventeen members of the firm are ranked in the publication in 2014: Ricardo "Richard" A. Aguilar, Louisiana Bankruptcy/Restructuring and General Commercial Litigation Rodolfo "Rudy" J. Aguilar, Louisiana Corporate/M&A Samuel A. Bacot, Louisiana Real Estate Stephen P. Beiser, Louisiana Labor & Employment Laura Hobson Brown, Louisiana Banking & Finance Rudy J. Cerone, Louisiana Bankruptcy/Restructuring Katherine Conklin, Louisiana Labor & Employment (Employee Benefits & Compensation) Deborah Duplechin Harkins, Louisiana Gaming & Licensing G. Dewey Hembree III, Mississippi General Commercial Litigation Bennet S. Koren, National Financial Services Regulation (Consumer Finance Compliance) Marc J. Lifset, National Financial Services Regulation (Consumer Finance Compliance) Christine Lipsey, Louisiana General Commercial Litigation Colvin "Woody" Norwood, Jr., National Products Liability & Mass Torts and National Products Liability: Automobile Jean-Paul "J-P" Perrault, Louisiana Corporate/M&A Michael H. Rubin, Louisiana Banking & Finance Stephen P. Strohschein, Louisiana Bankruptcy/Restructuring H. Hunter Twiford III, Mississippi General Commercial Litigation About Chambers Chambers' directories, published annually, are based on in-depth, objective research compiled by more than 130 full-time researchers who interview thousands of lawyers and their clients around the world. About McGlinchey Stafford: McGlinchey Stafford -- http://www.mcglinchey.com-- is a full- service law firm providing innovative legal counsel to business clients nationwide. Guiding clients wherever business and law intersect, McGlinchey Stafford attorneys are based in eleven offices in California, Florida, Louisiana, Mississippi, New York, Ohio and Texas. * Hilco Adds "Buy Now" Option on Online Auction Platform -------------------------------------------------------- Hilco Streambank on June 11 announced the addition of a "Buy Now" option on its IPv4Auctions.com, online auction platform for IP address blocks. Registered users will now be able to purchase selected IPv4 Address Blocks online at a fixed price in addition to participating in their traditional auctions. The fixed price blocks as well as new traditional auctions are scheduled to begin on Wednesday, June 11th. IPv4Auctions.com allows for real time price tracking and a streamlined process which eliminates the need for time consuming negotiations between sellers and buyers. After officially launching on February 17th, 2014, IPv4Auctions.com has received consistent customer registrations and bids throughout its previous auctions. "It is extremely exciting to see registrants participating from all over the world, hearing their thoughts on the website and how much the platform increases the efficiency of their business" said Jack Hazan of Hilco Streambank. For its "Buy Now" option IPv4Auctions.com is listing the following Arin Legacy IPv4 Address Blocks: * One /16 Block * One (1) /18 Block * One (1) /19 Block. The traditional auction will consist of the following ARIN IPv4 Address Blocks: * One (1) /20 Block * One (1) /23 Block * One (1) /24 Block. Transfers facilitated through IPv4Auctions.com are subject to Regional Internet Registry approval. Bidders are highly encouraged to apply for pre-approval with their local Regional Internet Registry prior to bidding. Hilco Streambank has successfully facilitated the sales of Millions of IP addresses in North America, Asia, Europe and the Middle East. IPv4Auctions.com was launched to accommodate small and medium sized IPv4 transactions as a complement to its traditional IP address broker services. For those parties with larger or more complex needs, Hilco Streambank will continue brokering private transactions in all three regions. About Hilco Streambank Hilco Streambank, a market leading advisory firm in the intellectual property disposition and valuation space, over the last three years has become a market leader in the IPv4 transfer market. Having completed numerous transactions in ARIN, APNIC and RIPE, including sales in publicly reported Chapter 11 bankruptcy cases as well as private transactions, Hilco Streambank has established itself in the internet and telecom community as a responsible and effective intermediary in the space. * Stradley Ronon Hires Three Finance & Restructuring Attorneys -------------------------------------------------------------- Stradley Ronon on June 11 disclosed that it has significantly expanded its New York office with the hiring of three prominent finance and restructuring attorneys, led by partner Mitch Brand, who will join longtime partner Gary P. Scharmett as co-chair of the firm's finance and restructuring practice group. Mr. Brand comes to the firm from Otterbourg P.C. where he practiced for 33 years and was a partner and co-chair of that firm's special situations practice group. Stephen Alpert and Harris Diamond, both of whom were also previously with Otterbourg, join Brand in Stradley Ronon's New York office as counsel. The lateral hirings considerably bolster the firm's New York office, which has moved to expanded space at 100 Park Avenue to accommodate the growth. The enhanced New York presence will provide Stradley Ronon clients with seamless access to a deep bench of experienced finance and restructuring attorneys in the nation's financial hub. With more than 200 attorneys and seven expanding offices throughout the mid-Atlantic, Stradley Ronon continues to focus on the recruitment and retention of exceptional lawyers with the industry-specific expertise needed by its clients. "While we have had a presence in New York for many years, the growth of our office there with the additions of Mitch, Steve and Harris marks an exciting time for the firm and tremendous opportunity for our clients," said Stradley Ronon Chairman William R. Sasso. "As the nation's financial center, New York is a natural fit for our firm's skillset and our growing client base in financial services; and we believe the office is ripe for further expansion as clients continue to seek sophisticated, high-quality counsel at a value that is often lacking at the larger New York firms." Mr. Brand brings with him more than 30 years of experience representing lenders and financial institutions in the structuring, negotiation and documentation of syndicated and non- syndicated financing transactions. His clients include hedge funds and private equity firms, commercial finance companies, banks, and other institutional and individual investors. Mr. Brand's client representation includes advising on general corporate lending; leverage finance; structured finance; asset- based and cash flow lending; second lien, mezzanine and unitranche loans; debtor-in-possession financings; Chapter 11 exit financings; debt restructurings; and loan workouts. "While it was a difficult decision for me to leave Otterbourg after 33 years, I am looking forward to continuing my career with Stradley Ronon and its wide-ranging platform of services. With regard to the finance and restructuring group, I have worked in the same space as Stradley Ronon attorneys for years and have always been a great admirer of the firm's stellar reputation and collegial culture," said Mr. Brand. "There is a natural synergy between Stradley's financial services capabilities and my practice areas. I am excited to introduce my contacts to the firm's comprehensive services and capabilities, particularly Stradley's extensive practices in financial services and securities regulatory investigation and enforcement, structured finance and derivatives, private equity and hedge funds, health care and energy, among other areas." "Mitch and I have been independently representing some of the same clients for years and it's a great pleasure to welcome him, Steve and Harris to the firm," said Mr. Scharmett, Partner-in-Charge of Stradley Ronon's New York office and co-chair of its finance and restructuring practice group. "While Stradley Ronon has had a presence in New York for several years and our finance and restructuring practice has been representing clients in New York for more than 25 years, these additions solidify our commitment to growing our office by adding leading practitioners in our areas of core competency." "Mitch shares the same commitment to client service, cost- efficiency and value that our firm prides itself in," said David H. Joseph, Stradley Ronon business department chair. "His pragmatic, no-nonsense approach coupled with his deep transactional expertise will resonate with our client base." Mr. Brand received his B.S., summa cum laude, from Union College and his J.D. from Emory University School of Law, where he was editor-in-chief of the Annual Survey of Bankruptcy Law. Mr. Alpert represents asset-based and commercial lenders in structuring, documentation and closing of secured asset-based and cash flow financing transactions, loan workouts and restructurings, and liquidations. His clients include major money center banks, foreign banks and their U.S. subsidiaries, investment banks, commercial finance companies, asset-based lenders of national and regional standing, and hedge funds. He received his A.B., cum laude, from Dartmouth College and his J.D. from Boston University School of Law. Mr. Diamond focuses his practice on secured and unsecured financing, financial and corporate restructuring, and creditor representation. He counsels clients regarding a wide array of proposed financing transactions, and also advises clients on asset protection during the restructuring and bankruptcy processes. He received his B.S., cum laude, from the University at Albany and his J.D. from St. John's University School of Law. About Stradley Ronon Stevens & Young Counseling clients since 1926, Stradley Ronon -- http://www.stradley.com-- has helped private and public companies -- from small businesses to Fortune 500 corporations -- achieve their goals by providing pragmatic, value-driven legal counsel. With seven offices throughout the mid-Atlantic region, the firm's responsive team of more than 200 attorneys seamlessly addresses the full spectrum of its clients' needs, ranging from sophisticated corporate transactions to complex commercial litigation. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re James J. Haim and Jane K. Haim Bankr. E.D. Wis. Case No. 14-26580 Chapter 11 Petition filed May 22, 2014 In re Willie Jackson Bankr. N.D. Miss. Case No. 11968 Chapter 11 Petition filed May 23, 2014 See http://bankrupt.com/misc/msnb14-11968.pdf represented by: Glenn H. Williams, Esq. GLENN H. WILLIAMS, PA E-mail: gwmslaw@tecbb.net In re Steven P. Wegner Bankr. D. Maine Case No. 14-10415 Chapter 11 Petition filed May 29, 2014 In re William Ernst Blumensaadt, Jr. Bankr. N.D. Ohio Case No. 14-31968 Chapter 11 Petition filed May 29, 2014 In re Island Stillwater Company. Ltd dba The Golden Fish Gift Shop Bankr. N.D. Ohio Case No. 14-31970 Chapter 11 Petition filed May 29, 2014 See http://bankrupt.com/misc/ohnb14-31970.pdf represented by: Steven L. Diller, Esq. DILLER AND RICE, LLC E-mail: steven@drlawllc.com In re Mark A. Reis Bankr. E.D. Tenn. Case No. 14-31735 Chapter 11 Petition filed May 29, 2014 In re Deepal Sunil Wannakuwatte Bankr. E.D. Cal. Case No. 14-25816 Chapter 11 Petition filed May 30, 2014 In re Jose David Sanchez D.D.S. Inc. aka J. D. Sanchez Bankr. E.D. Cal. Case No. 14-12792 Chapter 11 Petition filed May 30, 2014 See http://bankrupt.com/misc/caeb14-12792.pdf represented by: Phillip W. Gillet, Jr., Esq. E-mail: lawyer@bak.rr.com In re Kerry Shawn Pearson Bankr. D.C. Case No. 14-00323 Chapter 11 Petition filed May 30, 2014 In re Corey Amos and Louise Gombako Amos Bankr. S.D. Miss. Case No. 14-01772 Chapter 11 Petition filed May 30, 2014 In re Guaranteed Auto Credit, LLC Bankr. N.D.N.Y. Case No. 14-11219 Chapter 11 Petition filed May 30, 2014 See http://bankrupt.com/misc/nynb14-11219.pdf represented by: Francis J. Brennan, Esq. NOLAN & HELLER, LLP E-mail: fbrennan@nolanandheller.com In re North Dayton Truck Service Inc. Bankr. S.D. Ohio Case No. 14-31955 Chapter 11 Petition filed May 30, 2014 See http://bankrupt.com/misc/ohsb14-31955.pdf represented by: Denis E. Blasius, Esq. LAW OFFICES OF IRA H. THOMSEN E-mail: dblasius@ihtlaw.com In re Timberview Veterinary Hospital, Inc. Bankr. M.D. Pa. Case No. 14-02535 Chapter 11 Petition filed May 30, 2014 See http://bankrupt.com/misc/pamb14-02535.pdf represented by: Henry W. Van Eck, Esq. METTE, EVANS, & WOODSIDE E-mail: hwvaneck@mette.com In re Frue's Oasis, LLC dba Laughlin's Family Restaurant & Gasoline Station Bankr. W.D. Pa. Case No. 14-22231 Chapter 11 Petition filed May 30, 2014 See http://bankrupt.com/misc/pawb14-22231.pdf represented by: Edgardo D. Santillan, Esq. SANTILLAN LAW FIRM, P.C. E-mail: edscourt@debtlaw.com In re Dellon Binnon Ash, II Bankr. E.D. Tenn. Case No. 14-12338 Chapter 11 Petition filed May 30, 2014 In re Traci Gero Lewis Bankr. W.D. Tex. Case No. 14-51417 Chapter 11 Petition filed May 30, 2014 In re Anthony W. Borden Bankr. N.D. Miss. Case No. 14-12078 Chapter 11 Petition filed May 31, 2014 In re Linda G. Knapp Bankr. S.D. Ohio Case No. 14-53999 Chapter 11 Petition filed May 31, 2014 In re Rory Christopher Crews Bankr. W.D. Tex. Case No. 14-51449 Chapter 11 Petition filed May 31, 2014 In re Zoya Kosovska Bankr. E.D. Cal. Case No. 14-25893 Chapter 11 Petition filed June 2, 2014 In re Kobe Restaurant Group, LLC Bankr. N.D. Fla. Case No. 14-50188 Chapter 11 Petition filed June 2, 2014 See http://bankrupt.com/misc/flnb14-50188.pdf represented by: Robert C. Bruner, Esq. E-mail: RobertCBruner@hotmail.com In re Rae Manufacturing Company Bankr. E.D. Mich. Case No. 14-49508 Chapter 11 Petition filed June 2, 2014 See http://bankrupt.com/misc/mieb14-49508.pdf represented by: Michael A. Greiner, Esq. FINANCIAL LAW GROUP, P.C. E-mail: mike@financiallawgroup.com In re Ronald E. Leyland Bankr. N.D. Ohio Case No. 14-61241 Chapter 11 Petition filed June 2, 2014 In re Wilfredo Mendez Colon Bankr. D.P.R. Case No. 14-04602 Chapter 11 Petition filed June 2, 2014 See http://bankrupt.com/misc/prb14-04602.pdf represented by: Jesus Enrique Batista Sanchez, Esq. THE BATISTA LAW GROUP, PSC E-mail: rosafblg@gmail.com In re Wilfredo Mendez Colon and Janette Lugardo Quiles Bankr. D.P.R. Case No. 14-04602 Chapter 11 Petition filed June 2, 2014 In re William Barry Walsh Bankr. E.D. Tex. Case No. 14-41189 Chapter 11 Petition filed June 2, 2014 See http://bankrupt.com/misc/txeb14-41189.pdf represented by: Areya Holder, Esq. HOLDER LAW E-mail: areya@holderlawpc.com In re Francis McQueen Rozelle, Jr. Bankr. W.D. Tex. Case No. 14-51480 Chapter 11 Petition filed June 2, 2014 In re Clarita Sommers Johnson Bankr. W.D. Tex. Case No. 14-51484 Chapter 11 Petition filed June 2, 2014 In re Estrella Medical Masters, Ltd. Bankr. W.D. Tex. Case No. 14-51489 Chapter 11 Petition filed June 2, 2014 See http://bankrupt.com/misc/txwb14-51489.pdf represented by: Dean William Greer, Esq. E-mail: dwgreer@sbcglobal.net In re Farmers Foods Webb Avenue, LLC Bankr. E.D. Va. Case No. 14-33014 Chapter 11 Petition filed June 2, 2014 See http://bankrupt.com/misc/vaeb14-33014.pdf represented by: David K. Spiro, Esq. HIRSCHLER FLEISCHER E-mail: dspiro@hf-law.com In re Terry H. Robinson Bankr. E.D. Va. Case No. 14-72040 Chapter 11 Petition filed June 2, 2014 In re Action Auto Services, LLC dba Action Towing and Transport Bankr. E.D. Wash. Case No. 14-02083 Chapter 11 Petition filed June 2, 2014 See http://bankrupt.com/misc/waeb14-02083.pdf represented by: Robert McMillen, Esq. TELQUIST ZIOBRO MCMILLEN E-mail: carla@tzmlaw.com In re SSS Partnership, an Arizona Limited Partnership Bankr. D. Ariz. Case No. 14-08540 Chapter 11 Petition filed June 3, 2014 See http://bankrupt.com/misc/azb14-08540.pdf represented by: Anthony W. Clark, Esq. CLARK & ASSOCIATES E-mail: ecf@awcesq.com In re Power Delivery Systems, Inc. Bankr. C.D. Cal. Case No. 14-17336 Chapter 11 Petition filed June 3, 2014 See http://bankrupt.com/misc/cacb14-17336.pdf represented by: Stephen R. Wade, Esq. THE LAW OFFICES OF STEPHEN R. WADE E-mail: srw@srwadelaw.com In re Viorel Hodis and Dana Simona Hodis Bankr. N.D. Cal. Case No. 14-42435 Chapter 11 Petition filed June 3, 2014 In re Christ Tabernacle Missionary Baptist Church, Inc. fka Davis Street Community Development Center Bankr. M.D. Fla. Case No. 14-02745 Chapter 11 Petition filed June 3, 2014 See http://bankrupt.com/misc/flmb14-02745.pdf represented by: Jason A. Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC E-mail: jason@jasonaburgess.com In re Henry Acosta Bankr. M.D. Fla. Case No. 14-06525 Chapter 11 Petition filed June 3, 2014 In re Lenford Samuel Williams Bankr. S.D. Fla. Case No. 14-22855 Chapter 11 Petition filed June 3, 2014 See http://bankrupt.com/misc/flsb14-22855.pdf Filed Pro Se In re Wade Thomas Sprouse Bankr. M.D. Ga. Case No. 14-70685 Chapter 11 Petition filed June 3, 2014 In re Wendell Lawrence, Jr and Kathleen Lydia Lawrence Bankr. D. Idaho Case No. 14-00950 Chapter 11 Petition filed June 3, 2014 In re Marion S. Lewis, Jr. and Catherine J. Lewis Bankr. D. M.D. Case No. 14-09075 Chapter 11 Petition filed June 3, 2014 In re Duane S. Osborn Bankr. D. Nev. Case No. 14-13939 Chapter 11 Petition filed June 3, 2014 In re Donald S. Failor and Michele L. Failor Bankr. M.D. Pa. Case No. 14-02620 Chapter 11 Petition filed June 3, 2014 In re Ernesto A. Sanchez Espinosa Bankr. D.P.R. Case No. 14-04608 Chapter 11 Petition filed June 3, 2014 In re Happy Sweet Inc. Bankr. D.P.R. Case No. 14-04616 Chapter 11 Petition filed June 3, 2014 See http://bankrupt.com/misc/prb14-04616.pdf represented by: Carlos Rodriguez Quesada, Esq. LAW OFFICE OF CARLOS RODRIGUEZ QUESADA E-mail: cerqlaw@gmail.com In re Darrell Mark Grams Bankr. N.D. Tex. Case No. 14-32750 Chapter 11 Petition filed June 3, 2014 In re Cuatro Locos, LLC Bankr. W.D. Tex. Case No. 14-60504 Chapter 11 Petition filed June 3, 2014 See http://bankrupt.com/misc/txwb14-60504.pdf represented by: John A. Montez, Esq. MONTEZ & WILLIAMS, P.C. E-mail: johna.montez@yahoo.com In re Russell Hamlin Malone, III Bankr. E.D. Va. Case No. 14-33034 Chapter 11 Petition filed June 3, 2014 In re Henry Giovanni Granados Bankr. C.D. Cal. Case No. 14-12830 Chapter 11 Petition filed June 4, 2014 In re Amelia Parga Bankr. C.D. Cal. Case No. 14-20939 Chapter 11 Petition filed June 4, 2014 In re Harold K. Hedlund and Lisa D. Hedlund Bankr. C.D. Cal. Case No. 14-20979 Chapter 11 Petition filed June 4, 2014 In re Manuel S. Asadurian, Jr. Bankr. C.D. Cal. Case No. 14-11196 Chapter 11 Petition filed June 4, 2014 In re B & K Associates, Inc. Bankr. D. Maine Case No. 14-20435 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/deb14-20435.pdf represented by: Tanya Sambatakos, Esq. MOLLEUR LAW OFFICE E-mail: tanya@molleurlaw.com In re RSD Group, Inc. Bankr. D. Mass. Case No. 14-12708 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/mab14-12708.pdf represented by: Nina M. Parker, Esq. PARKER & ASSOCIATES E-mail: nparker@ninaparker.com In re Gary Douglas Salant and Sherry Ann Salant Bankr. E.D. Mo. Case No. 14-44564 Chapter 11 Petition filed June 4, 2014 In re 950 East Grand Corp. Bankr. D.N.J. Case No. 14-21585 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/njb14-21585.pdf represented by: Jonathan Goodman, Esq. In re 940 East Grand Corp. Bankr. D.N.J. Case No. 14-21588 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/njb14-21588.pdf represented by: Jonathan Goodman, Esq. In re Cape Fear Realty, LLC Bankr. E.D.N.C. Case No. 14-03198 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/nceb14-03198.pdf represented by: David J. Haidt, Esq. AYERS, HAIDT & TRABUCCO, P.A. E-mail: davidhaidt@embarqmail.com In re Glenn Howard Garrett Bankr. E.D.N.C. Case No. 14-03195 Chapter 11 Petition filed June 4, 2014 In re Precious Cargo Child Care and Learning Center, Inc. Bankr. W.D. Pa. Case No. 14-22315 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/pawb14-22315.pdf represented by: Salene R.M. Kraemer, Esq. MAZURKRAEMER BUSINESS LAW E-mail: salene@mazurkraemer.com In re Laboratorio Clinico Los Robles Inc. Bankr. D.P.R. Case No. 14-04618 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/prb14-04618.pdf represented by: Ada M. Conde, Esq. E-mail: condelawpr@gmail.com In re LifeSpan Resources of Texas, Inc. dba LifeCenter Skills of Development - Health Resources Management Bankr. N.D. Tex. Case No. 14-32774 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/txnb14-32774.pdf Filed Pro Se In re E. A. Michaels, Inc. Bankr. E.D. Va. Case No. 14-33049 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/vaeb14-33049.pdf represented by: Robert A. Canfield, Esq. Canfield, Baer, & Heller, LLP E-mail: bcanfield@canfieldbaer.com In re Happy Hiding Inc. Bankr. W.D. Wash. Case No. 14-43188 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/wawb14-43188.pdf represented by: Christopher E. Allen, Esq. MORTON MCGOLDRICK, P.S. E-mail: ceallen@bvmm.com In re JAS Development Inc. Bankr. W.D. Wash. Case No. 14-43189 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/wawb14-43189.pdf represented by: Christopher E. Allen, Esq. MORTON MCGOLDRICK, P.S. E-mail: ceallen@bvmm.com In re Storage Warehouse Solution Inc. Bankr. W.D. Wash. Case No. 14-43190 Chapter 11 Petition filed June 4, 2014 See http://bankrupt.com/misc/wawb14-43190.pdf represented by: Christopher E. Allen, Esq. MORTON MCGOLDRICK, P.S. E-mail: ceallen@bvmm.com In re Stuart A Smith and Renee M Smith Bankr. C.D. Cal. Case No. 14-13587 Chapter 11 Petition filed June 5, 2014 In re Navin Dahya Patel and Ansuya Navin Patel Bankr. M.D. Fla. Case No. 14-02780 Chapter 11 Petition filed June 5, 2014 In re James W. Wardner Bankr. M.D. Fla. Case No. 14-06595 Chapter 11 Petition filed June 5, 2014 In re Rosvold Enterprises, Inc. dba Campus Pizza & Pasta Bankr. D. Minn. Case No. 14-42422 Chapter 11 Petition filed June 5, 2014 See http://bankrupt.com/misc/mnb14-42422.pdf represented by: Steven C. Opheim, Esq. DUDLEY AND SMITH E-mail: sopheim@dudleyandsmith.com In re Belvedere Towers Owners Association, a Nevada Non-Profit Corporation Bankr. D. Nev. Case No. 14-50989 Chapter 11 Petition filed June 5, 2014 See http://bankrupt.com/misc/nvb14-50989.pdf represented by: Cecilia Lee, Esq. CECILIA LEE, LTD. E-mail: efile@cecilialee.net In re Sparkle Cleaner, LLC Bankr. D.N.J. Case No. 14-21700 Chapter 11 Petition filed June 5, 2014 See http://bankrupt.com/misc/njb14-21700.pdf represented by: Nicole L. Perskie, Esq. LAW OFFICES OF LEWIS & PERSKIE E-mail: nperskie@gmail.com In re Paul Parker Bankr. S.D.N.Y. Case No. 14-11729 Chapter 11 Petition filed June 5, 2014 In re Carlos J. Arbona Garcia Bankr. D.P.R. Case No. 14-04679 Chapter 11 Petition filed June 5, 2014 In re Mi Sueno Tex Mex, LLC Bankr. E.D. Tex. Case No. 14-41228 Chapter 11 Petition filed June 5, 2014 See http://bankrupt.com/misc/txeb14-41228.pdf represented by: Gregory W. Mitchell, Esq. THE MITCHELL LAW FIRM, L.P. E-mail: greg@mitchellps.com In re Bart M. Bailey and Stephanie P. Bailey Bankr. S.D. Ala. Case No. 14-01843 Chapter 11 Petition filed June 6, 2014 In re KOHO, Inc. Bankr. C.D. Cal. Case No. 14-21169 Chapter 11 Petition filed June 6, 2014 See http://bankrupt.com/misc/cacb14-21169.pdf represented by: Chan Y. Jeong, Esq. LAW OFFICES OF CHAN YONG JEONG E-mail: jeong@jeonglikens.com In re Shaukat Ali Chohan and Mahmooda K. Chohan Bankr. C.D. Cal. Case No. 14-13606 Chapter 11 Petition filed June 6, 2014 In re Connie Stevens Bankr. C.D. Cal. Case No. 14-21156 Chapter 11 Petition filed June 6, 2014 In re Jintana Shaw Bankr. E.D. Cal. Case No. 14-26071 Chapter 11 Petition filed June 6, 2014 In re Jun Kwock Tom and Wai Kuen Tom Bankr. N.D. Cal. Case No. 14-30862 Chapter 11 Petition filed June 6, 2014 In re Demmie Balauro Acosta Bankr. N.D. Cal. Case No. 14-30864 Chapter 11 Petition filed June 6, 2014 In re JazzKat Amplifiers, LLC Bankr. D.N.J. Case No. 14-21755 Chapter 11 Petition filed June 6, 2014 See http://bankrupt.com/misc/njb14-21755.pdf represented by: Timothy J. McNichols, Esq. LEVIN CYPHERS In re Delma O. White and Hilda D. White Bankr. E.D.N.C. Case No. 14-03249 Chapter 11 Petition filed June 6, 2014 In re Integrity Facilities Management Inc. Bankr. M.D.N.C. Case No. 14-80617 Chapter 11 Petition filed June 6, 2014 See http://bankrupt.com/misc/ncmb14-80617.pdf represented by: Florence A. Bowens, Esq. E-mail: FBOWENSlaw@aol.com In re Kotara & Sons, LLC Bankr. N.D. Tex. Case No. 14-20205 Chapter 11 Petition filed June 7, 2014 See http://bankrupt.com/misc/txnb14-20205.pdf represented by: Jeffery D. Carruth, Esq. WEYCER, KAPLAN, PULASKI & ZUBER, P.C. E-mail: jcarruth@wkpz.com In re Villas at Spring Hill, Ltd. fka Creative Choice Homes XXXIII, Ltd. Bankr. M.D. Fla. Case No. 14-06684 Chapter 11 Petition filed June 9, 2014 See http://bankrupt.com/misc/flmb14-06684.pdf represented by: David S. Jennis, Esq. JENNIS & BOWEN, P.L. E-mail: ecf@jennisbowen.com In re Jose Luis Crespo Lorenzo Bankr. D.P.R. Case No. 14-04720 Chapter 11 Petition filed June 9, 2014 See http://bankrupt.com/misc/prb14-04720.pdf represented by: Jose Ramon Cintron, Esq. E-mail: jrcintron@prtc.net In re Anita Marie Acevedo Vazquez Bankr. D.P.R. Case No. 14-04721 Chapter 11 Petition filed June 9, 2014 ********* 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 ***