/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140624.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 24, 2014, Vol. 18, No. 174 Headlines 48-52 FRANKLIN: Voluntary Chapter 11 Case Summary ADELPHI ACADEMY: Has Interim Authority to Use Cash Collateral AEROVISION HOLDINGS: Plan Exclusivity Extended to July 29 AEROVISION HOLDINGS: Seeks More Time to Decide on Contracts AFA INVESTMENT: Omaha Packaging Appeal Declared as Moot AMERICAN APPAREL: CEO Signals a Fight to Retain Control AMERICAN OPTICAL: Files for Chapter 11 Protection to Shut Down AMERICAN AIRLINES: Judge Axes Class Action Over Pilot Seniority ASPEN GROUP: Appoints Andrew Kaplan as Director BAY AREA FINANCIAL: Seeks Approval to Sell Real Property to BNRT BION ENVIRONMENTAL: Concludes Trial of Ammonia Recovery System BON-TON STORES: Incurs $31.5 Million Net Loss in First Quarter BIOFUEL ENERGY: To Acquire JBGL for $275 Million BROOKSTONE HOLDINGS: Judge Approves Sale, Bankruptcy-Exit Plan C&K MARKET: J.B. Hunt Removed From Unsecured Creditors' Committee C&K MARKET: Buckmaster Objects to Plan Confirmation C&K MARKET: Asks Court to Approve Lease Deal with Bayshore Mall CEREPLAST INC: Trellis Earth to Acquire Assets for $2.6 Million CONSTAR INTERNATIONAL: Forman Holt Approved as Director's Counsel COSTA BONITA: Court Orders Voluntary Dismissal of Chapter 11 Case CROWN CASTLE: Moody's Affirms B1 Senior Unsecured Debt & Ba2 CFR CUE & LOPEZ: Harrison Seeks to Withdraw as Debtor's Counsel DBSI INC: Ex-Pres. Can't Retrieve Assets Despite Dropped Charges DETROIT, MI: Attorney General Approves DIA Settlement DETROIT, MI: Bid for Site Visit Challenged DETROIT, MI: Parties Agree to Allow Late-Filed Claim DETROIT, MI: Reaches Deal With Bondholders in Bankruptcy Talks DEVONSHIRE PGA: Sharon Greene Ordered to Discontinue Florida Suit ELITE PHARMACEUTICALS: Settles With VGS Parties for $5 Million FIRST DATA: Moody's Affirms 'B3' Corporate Family Rating FIRST DATA: Fitch Retains 'B' IDR Following $3.5BB Sale Proceeds FIRST MARINER: Expects to Complete RKJS Merger This Month FOUR OAKS: Stockholders Elected 8 Directors GARLOCK SEALING: Hid Evidence In Asbestos Suits, Court Told GENERAL MOTORS: Cathy Clegg to Head North America Manufacturing GM FINANCIAL: Sells Largest Subprime Bond Since 2007 GRIDWAY ENERGY: Court Approves Sale, Settlement with Creditors GSE ENVIRONMENTAL: Confirmation Hearing on July 25 HEDWIN CORP: BofA Withdraws Opposition to EisnerAmper Employment HEDWIN CORP: Panel Can Tap Lowenstein Sandler as Counsel HEDWIN CORP: Panel Can Retain Saul Ewing as Maryland Counsel HDOS ENTERPRISES: Receives Green Light to Implement KERP HYPERTENSION DIAGNOSTICS: Suspending Filing of Reports with SEC ISTAR FINANCIAL: To Sell $1.3 Billion of Senior Notes LABORATORY PARTNERS: Gets More Time to Decide on Leases LOEHMANN'S HOLDINGS: Disclosure Statement Approved MASON COPPELL: Dennis Faulkner Named as Ch. 11 Trustee MASON COPPELL: Ch. 11 Trustee Hires Reid Collins as Attorneys MASON COPPELL: Ch. 11 Trustee Taps Lain Faulkner as Accountants MASON COPPELL: Trustee Hires Munsch Hardt as Special Counsel MICHAELS STORES: Plans to Sell $250 Million Senior Notes MAUI LAND: Has $3.5 Million Loan Agreement with Hawaiian Bank MOMENTIVE PERFORMANCE: FTI Approved as Panel's Financial Adviser MOMENTIVE PERFORMANCE: Klee Tuchin Okayed as Panel's Counsel MOMENTIVE PERFORMANCE: Rust Approved as Panel's Information Agent MOMENTIVE PERFORMANCE: May Hire Wilkie Farr as Bankruptcy Counsel MOMENTIVE PERFORMANCE: Jefferies Approved as Investment Banker MONTANA ELECTRIC: Close To Securing Reorg Plan Approval MONTREAL MAINE: Quebec Seeks $377-Mil. for Fatal Crash MOSS FAMILY: Sept. 23 Hearing to Approve Amended Plan Outline MOSS FAMILY: Beachwalk Gets Court Approval to Sell Moon Valley MOSS FAMILY: Wins More Time to Use Cash Collateral of Lenders NAUTILUS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors MOUNTAIN PROVINCE: To Sell 2 Million Common Shares Privately OCEAN SPRAY: Fitch Assigns 'BB' Rating on $150MM Preferred Stock PARAGON OFFSHORE: Moody's Assigns Ba2 Corporate Family Rating PHI GROUP: Late-Filed 10-Q Shows $178,000 Loss in Sept. 30 Qtr. PSL-NORTH AMERICA: Has Interim Authority to Tap $5.5MM DIP Loans PSL-NORTH AMERICA: Employs Epiq Systems as Claims & Noticing Agent PSL-NORTH AMERICA: Court Issues Joint Administration Order RAM OF EASTERN: Administrator Sought Conversion or Dismissal REVEL AC: Atlantic City Casino Hunts For Buyer REVSTONE INDUSTRIES: To Sell Stake In Canada Unit for $14.1MM S.B. RESTAURANT: Proposes to Sell Assets to First Lien Lenders S.B. RESTAURANT: Has Interim $1.5-Mil. DIP Loan Approval S.B. RESTAURANT: Seeks to Employ Pachulski Stang as Counsel S.B. RESTAURANT: Taps Mastodon Ventures as Investment Banker SCOTTIE PIPPEN: High Court Won't Hear Defamation Suit SOURCE HOME: Files Bankruptcy as Readers Turn to Web SIMPLEXITY LLC: Judge Denies Fifth Third Bid For Ch. 7 Conversion SPANISH BROADCASTING: Inks Employment Pact with Chairman & CEO SEQUENOM INC: Stockholders Elected Nine Directors SPECIALTY HOSPITAL: Says Case Trustee Not Warranted STAFFORD LOGISTICS: S&P Affirms 'B-' CCR Over BJ Bear Deal STELERA WIRELESS: Committee Balks at Exclusivity Extension Bid STEREOTAXIS INC: Two Directors Elected at Annual Meeting STOCKTON, CA: Calls Resident's Plan Objection a "Rant" TARGETED MEDICAL: 7 Directors Elected at Annual Meeting THERAPEUTICSMD INC: Stockholders Elected 9 Directors TWEETER HOME: Objects to Ch. 7 Conversion Request UNIVERSAL HEALTHCARE: Trustee Seeks Director of Subsidiaries VERSO PAPER: Moody's Lowers Corporate Family Rating to 'Caa3' VICTORY ENERGY: Sells Leasehold Properties for $4 Million WORLDWIDE MIXED MARTIAL: Trustee Recommends Case Dismissal XZERES CORP: William Hagler Holds 5.7% Equity Stake XZERES CORP: Ravago Holdings Reports 12% Equity Stake XZERES CORP: Core Fund Owns 7.9% Equity Stake * Bank Account Screening Tool Is Scrutinized as Excessive * Diplomacy Given Short Shrift In Argentina Discovery Ruling * Steptoe Bankruptcy, Finance Crew Leaves For Trial Boutique * May Bankruptcy Filings Decrease 11% from Previous Year * Argentina Asks U.S. Judge for Talks in Debt Dispute * S&P Loses Bid to Unify State Suits Claiming Bad Ratings * U.S. Tells Citi to Raise Mortgage Settlement Offer * Gibson Dunn Adds Bankruptcy Pro To LA Practice * Large Companies With Insolvent Balance Sheet ********* 48-52 FRANKLIN: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 48-52 Franklin LLC 2275 West County Line Rd Jackson, NJ 08527 Case No.: 14-11872 Chapter 11 Petition Date: June 23, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: David Carlebach, Esq. CARLEBACH LAW GROUP 55 Broadway, Suite 1902 New York, NY 10006 Tel: (212) 785-3041 Fax: (646) 355-1916 Email: david@carlebachlaw.com Estimated Assets: Not indicated Estimated Liabilities: Not indicated The petition was signed by Israel Pollak, authorized signatory. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. ADELPHI ACADEMY: Has Interim Authority to Use Cash Collateral ------------------------------------------------------------- Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York gave interim authority for Adelphi Academy to use cash collateral securing its prepetition indebtedness from Metropolitan Commercial Bank. As adequate protection for Metropolitan, (i) the Debtor will maintain the cash they collect over and above the authorized expenditures; and (ii) Metropolitan will have a replacement lien on all postpetition assets of the Debtor and all their proceeds with the liens subject only to valid real estate taxes, all amounts payable to the U.S. Trustee and fees and expenses up to $10,000 incurred by a trustee under Section 726(b) of the Bankruptcy Code. A final hearing on the use of Cash Collateral will be held on Aug. 5, 2014 at 10:30 a.m. A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., in New York, represents the Debtor. Lee Attanasio, Esq., at Sidley Austin LLP, in New York, represents Metropolitan. Adelphi Academy -- operator of the Adelphi Academy of Brooklyn, a not-for-profit, 501(c)(3), private and independent school from property it owns at 8515 Ridge Boulevard in Bay Ridge, Brooklyn -- filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-43065) in Brooklyn on June 16, 2014. The bankruptcy case is assigned to Judge Elizabeth S. Stong. The Debtor has tapped Robinson Brog Leinwand Greene & Gluck P.C. as counsel. AEROVISION HOLDINGS: Plan Exclusivity Extended to July 29 --------------------------------------------------------- Hon. Paul G. Hyman, Chief Judge for the Southern District of Florida, extends Aerovision Holdings 1 Corp.'s exclusive period in which to file a Plan of Reorganization and to solicit acceptance of the Plan. The Debtor now has until July 29, 2014 to file its Plan of Reorganization and until September 29, 2014 to obtain acceptance of a Plan filed or on before July 29. The Debtor may seek further extensions. About Aerovision Holdings Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in West Palm Beach, Florida. Mark Daniels signed the petition as president. The Debtor estimated assets in excess of $10 million and liabilities of $1 million to $10 million. Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel. AEROVISION HOLDINGS: Seeks More Time to Decide on Contracts ----------------------------------------------------------- Aerovision Holdings 1 Corp., has requested that the Bankruptcy Court extend the period for it to assume or reject executory contracts and unexpired leases. The Debtor is currently in the midst of negotiations with contested creditors Tiger Aircraft Corporation, Logix Global, Inc., and Aerovision LLC. The Court has ordered the Debtor and these creditors to attend a judicial settlement conference. The Debtor contends that it cannot determine whether to assume or reject the leases/contracts until the issues with the creditors are resolved. The Debtor is requesting that it be given until the Confirmation Hearing to assume or reject the leases/contracts. About Aerovision Holdings Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in West Palm Beach, Florida. Mark Daniels signed the petition as president. The Debtor estimated assets in excess of $10 million and liabilities of $1 million to $10 million. Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel. AFA INVESTMENT: Omaha Packaging Appeal Declared as Moot ------------------------------------------------------- Judge Richard G. Andrews of the United States District Court for the District of Delaware has approved AFA Investment, Inc. and other parties' stipulation for dismissal of an appeal. On November 27, 2013, Appellants Greater Omaha Packing Co., Inc. and Continental Casualty Company appealed an order disallowing their contingent unliquidated contribution claims in the bankruptcy case of AFA Investment, Inc., and its debtor- affiliates. The parties to the Appeal subsequently reached a settlement of the issues raised in the Appeal and, hence, sought to dismiss the Appeal in a manner that preserves each party's rights under the Settlement. To implement the Settlement, the parties have agreed to the inclusion of certain language in the Confirmation Order, which Settlement and Protective Language the parties believe renders the Appeal moot. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings (BLBT) affected sales. Judge Mary Walrath presides over the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B. Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta, Georgia, represent the Debtors. FTI Consulting Inc. serves as the Debtors' financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, the Debtors' books and records on a consolidated basis, reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' cases. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July 2012. In October 2012, the Bankruptcy Court denied a settlement that would have released Yucaipa Cos., the owner and junior lender to AFA Foods, from claims and lawsuits the creditors might otherwise bring, in exchange for cash to pay unsecured creditors' claims under a liquidating Chapter 11 plan. Under the deal, Yucaipa would have received $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million would be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits would be divided roughly 50-50. In April 2014, the Debtors notified the Bankruptcy Court that their First Amended Joint Chapter 11 Plan of Liquidation dated Jan. 14, 2014, became effective on April 16. On March 7, 2014, the Court confirmed the Debtors' Amended Liquidation plan after it approved the adequacy of the Debtors' disclosure statement explaining their plan on the same date. The Debtors' plan facilitates the continued liquidation and distribution of their remaining assets and the wind down of their estates, consistent with the global settlement previously approved by the Court. They believe the plan provides the best recoveries possible for those holders of allowed claims anticipated to receive distributions under the plan, according to the Debtors. AMERICAN APPAREL: CEO Signals a Fight to Retain Control ------------------------------------------------------- Suzanne Kapner and Tess Stynes, writing for The Wall Street Journal, reported that Dov Charney, the embattled founder of American Apparel Inc., is fighting to remain in charge after directors last week stripped him of his chairman's title and moved to fire him as chief executive. According to the report, Mr. Charney is seeking arbitration in an effort to clear his name and keep his titles of president and chief executive, people familiar with the situation said. A petition for arbitration was filed in Los Angeles with the American Arbitration Association by Patricia Glaser, Mr. Charney's lawyer, one of the people said, the Journal related. American Apparel said in documents filed with the U.S. Securities and Exchange Commission that it may be deemed to have triggered an event of default under the Credit Agreement, dated as of May 22, 2013, among the Company and Lion/Hollywood L.L.C., as a result of the Board's decision to terminate the employment of Mr. Charney. An event of default under the Lion Facility would also trigger an event of default under the Credit Agreement, dated as of April 4, 2013, among the Company and Capital One Business Credit Corp, the Company added. According to filings with the SEC, Mr. Charney was dismissed for breaching his fiduciary duty, violating company policy, and misusing corporate assets. An internal investigation into Mr. Charney's activities claimed he used corporate funds to book airline tickets for his mother who is retained by the company as a design contributor and that he and his friends used apartments owned by American Apparel for personal reasons, Teresa Tedesco, writing for Financial Post, reported. About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel reported a net loss of $106.29 million on $633.94 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $37.27 million on $617.31 million of net sales for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $333.75 million in total assets, $411.15 million in total liabilities and a $77.40 million total stockholders' deficit. * * * As reported by the Troubled Company Reporter on Feb. 26, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'CCC' from 'B-' on Los Angeles-based American Apparel Inc. The outlook is developing. The Troubled Company Reporter, on Nov. 21, 2013, reported that American Apparel Inc. had its corporate family rating cut one level to Caa2 by Moody's Investors Service. The clothing retailer's probability of default was also lowered one level and the outlook is negative. AMERICAN OPTICAL: Files for Chapter 11 Protection to Shut Down -------------------------------------------------------------- Katy Stech, writing for DBR Small Cap, reported that the private equity-backed parent company of American Optical Services and Excela Hearing Services, collapsing after an ambitious expansion, filed for bankruptcy protection with a plan to either sell off or shut down its 80 locations for hearing and eye-care services. According to the report, executives put the companies into Chapter 11 protection on June 20, telling a judge that they have begun to close money-losing locations that the Las Vegas company operates in 14 states. The company employs about 435 people, the report said, citing documents that were filed to U.S. Bankruptcy Court in Wilmington, Del. AMERICAN AIRLINES: Judge Axes Class Action Over Pilot Seniority --------------------------------------------------------------- Law360 reported that the judge who oversaw AMR Corp.'s bankruptcy threw out a class action accusing the airline and the Allied Pilots Association of discriminating against former Trans World Airlines Inc. pilots by refusing to consider reinstating seniority they lost 13 years ago. According to the report, the lawsuit stems from American Airlines Inc.'s acquisition of TWA in 2001, which caused the TWA pilots to lose their seniority as they were integrated into the combined workforce. Those pilots were compensated with "special job opportunities" at American's St. Louis hub, but that location was later shut down during AMR's bankruptcy. The adversary proceeding is Krakowski et al. v. American Airlines Inc. et al., case number 13-01283, in the U.S. Bankruptcy Court for the Southern District of New York. About American Airlines AMR Corp. and its subsidiaries including American Airlines filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost- cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so- called U.S. legacy airlines to seek court protection from creditors. It was the third largest airline in the United States at the time of the bankruptcy filing. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. ASPEN GROUP: Appoints Andrew Kaplan as Director ----------------------------------------------- Aspen Group, Inc., appointed Andrew Kaplan to the Company's Board of Directors on June 5, 2014. In connection with his appointment, the Board granted Mr. Kaplan 100,000 five-year stock options under the Company's 2012 Equity Incentive Plan. The options will vest in four equal increments over a four-year period, subject to continued service on each applicable vesting date, with the first vesting date being June 5, 2015. The options are exercisable at the closing price of the Company's common stock on the date prior to grant. Effective May 29, 2014, the Company entered into a consulting agreement with AEK Consulting LLC, a limited liability company controlled by Mr. Kaplan, pursuant to which the Consultant will act as a strategic advisor providing educational, business and financial advice services to the Company. In exchange for its services, the Consultant will be paid $120,000, provided that payment will not be due until the Company achieves certain business objectives. In addition, the Consultant was issued 800,000 Restricted Stock Units, vesting quarterly over 18 months subject to the Company's achievement of certain business objectives and other conditions. Mr. Kaplan has 27 years of experience in the education industry, including as an operator of education businesses and as an investor. From its founding in 2000 through March 2014, Mr. Kaplan was a founder of and partner in Quad Partners, a private equity firm focused exclusively on the education industry. During his tenure with Quad, Mr. Kaplan also served as a General Partner of Quad College Group, the operational team focused on Quad's postsecondary portfolio. Since March 2014, Mr. Kaplan has been a consultant to the education industry. About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. The Company reported a net loss of $6.01 million on $2.68 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $2.13 million on $2.34 million of revenues during the prior year. As of Jan. 31, 2014, the Company had $3.67 million in total assets, $5.29 million in total liabiities and a $1.62 million total stockholders' deficit. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the transition period ending April 30, 2013. The independent auditors noted that the Company has a net loss allocable to common stockholders and net cash used in operating activities for the four months ended April 30, 2013, of $1,402,982 and $918,941, respectively, and has an accumulated deficit of $12,740,086 at April 30, 2013. These matters raise substantial doubt about the Company's ability to continue as a going concern. BAY AREA FINANCIAL: Seeks Approval to Sell Real Property to BNRT ---------------------------------------------------------------- Bay Area Financial Corp. asked U.S. Bankruptcy Judge Thomas Donovan for approval to sell a six-unit apartment building in San Pedro, California. In its motion, the company proposed to sell the property for $1.282 million to Bond Nichols Revocable Trust. The property will be sold "free and clear of all liens" and is subject to overbid. Those who are interested to overbid are required to deposit $60,000 and submit documents needed to determine whether or not they are qualified to overbid. Qualified bidders are required to attend the hearing where the trust's $1.282 million bid will be presented to the court and where the best offer for the property will be selected. In case Bond Nichols is beaten out by a rival bidder, the trust will receive a breakup fee of $5,000. Brokerage firms Hendricks Berkadia and Berkshire Hathaway HSCP helped arranged the sale transaction. Under the deal, real estate brokerage commission in the amount of $76,920 (which is 6% percent of the purchase price) will be split equally between the firms. Bay Area expects the sale to generate about $1.179 million for the estate after accounting for total costs associated with the sale, according to its lawyer, Stuart Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. About Bay Area Financial Bay Area Financial Corp., a consumer finance company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to Judge Thomas B. Donovan. The Debtor is represented by Sandford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias Koenig & Frey LLP. The Debtor disclosed $15,248,851 in assets and $21,239,663 in liabilities as of the Chapter 11 filing. There is no secured debt, although $141,000 is owing on a priority tax claim. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP. BION ENVIRONMENTAL: Concludes Trial of Ammonia Recovery System -------------------------------------------------------------- Bion Environmental Technologies, Inc., said it has successfully completed pilot testing of a new proprietary ammonia recovery system (ARS) technology. The patent-pending ARS technology is under exclusive license by Bion. The ARS enables the recovery of ammonia nitrogen from the treated livestock waste water in the form of ammonium sulfate, an industry-standard nitrogen fertilizer product. The pilot demonstrated transfer efficiency of ammonia that was consistent with Bion's projected commercial operation model of 80 percent or greater. Bion will conduct final field trials of the ARS this summer as part of a broader commercial-scale trial at Kreider Farms to determine the overall economics of this newest generation of its technology platform. Bion's technology has undergone significant advancements since the Kreider grand opening in July 2011. The various modules of this advanced technology platform have been under review for two years under the "Separate and Aggregate Strategy" initiative announced by Bion in August 2012. New components have been tested both independently and, in some cases, on an integrated basis. The final field trial, scheduled for the summer of 2014, is designed to test all components in one integrated process train to determine overall economic and environmental efficiencies, including an assessment of by-product samples. Bion believes these upcoming commercial trials will demonstrate improved system efficiency along with an enhanced- value by-product stream. Dominic Bassani, Bion's CEO, stated, "The marketplace for recovered assets is evolving and represents both a vital step toward sustainability for the industry and potentially a large opportunity for Bion. We are pleased to soon be entering the final commercial trials on this next- generation technology platform that better addresses this critical issue. The "Separate and Aggregate" initiative that we began in 2012 has gone well beyond our earlier expectations: we have made great strides in reducing costs and increasing efficiencies and we look forward to quantifying those improvements this summer." About Bion Environmental Bion Environmental Technologies Inc.'s patented and proprietary technology provides a comprehensive environmental solution to a significant source of pollution in US agriculture, large scale livestock facilities known as Confined Animal Feeding Operations. Bion's technology produces substantial reductions of nutrient releases (primarily nitrogen and phosphorus) to both water and air (including ammonia, which is subsequently re-deposited to the ground) from livestock waste streams based upon the Company's operations and research to date (and third party peer review). GHP HORWATH, P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has not generated significant revenue and has suffered recurring losses from operations. These factors raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at March 31, 2014, showed $6.92 million in total assets, $12 million in total liabilities, $22,900 of series B redeemable convertible preferred stock, and a $5.09 million total deficit. BON-TON STORES: Incurs $31.5 Million Net Loss in First Quarter -------------------------------------------------------------- The Bon-Ton Stores, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report disclosing a net loss of $31.51 million on $607.46 million of net sales for the 13 weeks ended May 3, 2014, as compared with a net loss of $26.63 million on $646.90 million of net sales for the same period last year. The Company's balance sheet at May 3, 2014, showed $1.56 billion in total assets, $1.47 billion in total liabilities and $96.05 million in total shareholders' equity. At May 3, 2014, the Company had $8.2 million in cash and cash equivalents and $439 million available under the Company's Second Amended Revolving Credit Facility (before taking into account the minimum borrowing availability covenant under such facility). Excess availability was $425 million as of the comparable prior year period. The favorable excess availability comparison primarily reflects reduced direct borrowings and, to a lesser extent, increased borrowing base availability. A full-text copy of the Form 10-Q is available for free at: http://is.gd/bY2r36 About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 273 department stores, which includes 10 furniture galleries, in 25 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, in the Detroit, Michigan area, under the Parisian nameplate. Bon-Ton Stores reported a net loss of $3.55 million for the fiscal year ended Feb. 1, 2014, a net loss of $21.55 million for the year ended Feb. 2, 2013, and a net loss of $12.12 million for the year ended Jan. 28, 2012. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on The Bon-Ton Stores Inc. BIOFUEL ENERGY: To Acquire JBGL for $275 Million ------------------------------------------------ Biofuel Energy Corp. has entered into a definitive agreement with certain affiliates of Greenlight Capital, Inc., and James R. Brickman pursuant to which the Company will acquire the equity interests of JBGL Builder Finance LLC and certain subsidiaries of JBGL Capital, LP, from Greenlight and Brickman. JBGL is a series of real estate entities involved in the purchase and development of land for residential purposes, construction lending and home building operations. JBGL is currently owned and controlled by Greenlight and Brickman. Pursuant to the terms of the Agreement, the Company will acquire JBGL for $275 million, payable in cash and Company common stock. The cash portion of the purchase price will be funded from the proceeds of a $70 million rights offering to be conducted by the Company and approximately $150 million in debt financing provided to the Company by Greenlight. In response to a proposal from Greenlight and Brickman on March 28, 2014, the board of directors of the Company formed a special committee of independent directors to evaluate the proposed transaction and possible alternatives for the Company. The Company's board of directors, acting upon the unanimous recommendation of the special committee, approved the transaction, determined to exempt the transaction under the Company's Section 382 rights plan and resolved to recommend that the Company's stockholders vote to approve the transaction and related matters. The special committee negotiated the terms of the transaction with the assistance of its legal and financial advisors. David Einhorn, president of Greenlight Capital, Inc. and a director of the Company, said, "though it is bittersweet that its original business plan did not pan out, I am excited about the transformation of the Company to a well positioned and successful development and homebuilding platform, which will enable it to capitalize on the value of its remaining assets." Jim Brickman, co-founder of JBGL, who will become chief executive officer and a director of the Company upon closing of the transaction, said, "this deal will instantly transform the Company into a prominent real estate operator and benefit existing stockholders with significant development opportunities in some of the nation's fastest growing regions." Consummation of the proposed transaction is subject to various conditions, including receipt of the approval of a majority of the Company's stockholders (excluding Greenlight and its affiliates), the successful completion of the rights offering and the continued authorization for listing of the Company's common stock on the Nasdaq Stock Market. Subject to the satisfaction of those conditions, the acquisition of JBGL by the Company is expected to be consummated in October 2014. There can be no assurance that the transactions contemplated by the Agreement will be approved by the Company's stockholders or completed. Duff & Phelps, LLC, is serving as independent financial advisor to the special committee. Richards, Layton & Finger, P.A., is serving as legal advisor to the special committee and Cravath, Swaine & Moore LLP is serving as legal advisor to the Company. Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor to Greenlight and JBGL. About Biofuel Energy Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) -- http://www.bfenergy.com/-- aims to become a leading ethanol producer in the United States by acquiring, developing, owning and operating ethanol production facilities. It currently has two 115 million gallons per year ethanol plants in the Midwestern corn belt. Biofuel Energy reported a net loss of $45.65 million for the year ended Dec. 31, 2013, as compared with a net loss of $46.32 million during the prior year. As of Dec. 31, 2013, the Company had $15.65 million in total assets, $4.60 million in total liabilities and $11.05 million in total equity. Grant Thornton LLP, in Denver, Colorado, did not issue a "going cocern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. In their report on the consolidated financial statements for the year ended Dec. 31, 2012, Grant Thornton expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss of $46.3 million during the year ended Dec. 31, 2012, is in default under the terms of the Senior Debt Facility, and has ceased operations at its Fairmont ethanol facility. These conditions, among other matters, raise substantial doubt about the Company's ability to continue as a going concern. BROOKSTONE HOLDINGS: Judge Approves Sale, Bankruptcy-Exit Plan -------------------------------------------------------------- Sara Randazzo, writing for The Wall Street Journal, reported that Brookstone Holdings Corp. won a judge's approval to sell itself to a consortium of Chinese investors that plans to continue operating the majority of the specialty retailer's 240 stores after the company exits bankruptcy. According to the Journal, the sale to Sailing Innovation US Inc. would form the centerpiece of a bankruptcy-exit plan, approved by U.S. Bankruptcy Court Judge Brendan Shannon in Wilmington, Del. The plan seeks to pay off Brookstone's approximately $51 million in bank loans with a loan provided by bondholders funding the restructuring, the Journal said. Sailing Innovation -- a consortium of Sailing Capital and conglomerate Sanpower -- teamed up to outbid Spencer Spirit Holdings Inc.'s stalking horse offer for Brookstone, saying they would pay more than $173 million for the company. Brookstone said in a company statement that Sailing offered a final purchase price of $137.5 million, net of cash and assumed liabilities. Spencer previously offered $146 million for the Debtors. About Brookstone Holdings Brookstone Holdings Corp. and its affiliated debtors on April 3, 2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case No. 14-10752) with a plan to sell its business to another retailer. Specialty retailer Brookstone operated 242 retail stores across 40 states and Puerto Rico as of Feb. 1, 2014. Of those stores, 195 are generally located near "center court" in America's top retail centers and 47 are located in airports. Brookstone also operates an e-commerce business that includes the Brookstone catalog and http://www.Brookstone.com/ An affiliate of Spencer Spirit Holdings Inc., the parent of gift- shop chain Spencer's, has signed a deal to pay $147 million in exchange for 100% of the reorganized debtor's equity, absent higher and better offers from other parties. As of Dec. 31, 2013, Spencer operated 644 stores in 49 states and Canada. As of the bankruptcy filing, the Debtors owe more than $50 million on a senior secured prepetition credit facility ($34.1 million on a revolver, $12.3 million on a term loan and $4.7 million on account of letters of credit), and $137.3 million to holders of junior notes. The Debtors estimate that their unsecured debt is between $75 million and $85 million. The agreement with Spencer contemplates that Brookstone, headquartered in New Hampshire, will continue to operate its mall and airport stores, catalog, website, and wholesale channels, under the Brookstone brand with current employees remaining at their respective locations. The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP as attorneys, Deloitte Financial Advisory Services LLP as their financial advisors, Jefferies LLC as their investment banker, and Kurtzman Carson Consultants as claims agent. The DIP lenders are represented by Stroock & Stroock & Lavan LLP and Young Conaway Stargatt & Taylor LLP. C&K MARKET: J.B. Hunt Removed From Unsecured Creditors' Committee ----------------------------------------------------------------- The U.S. Trustee for Region 18 announced that J.B. Hunt Transport Inc. was removed from the C & K Market, Inc.'s official committee of unsecured creditors and was replaced by Donald Bauhofer. The unsecured creditors' committee is now composed of: 1. Willamette Beverage Company dba Bigfoot Beverages c/o Eric Forrest, Co-President P. O. Box 10728 Eugene, OR 97440 Tel: (541) 685-2064 Fax: (541) 687-8754 Email: eforrest@bigfootbeverages.com 2. Coca-Cola Refreshments, Inc. c/o Michelle Higgins 521 Lake Kathy Drive Brandon, FL 33510 Tel: (813) 569-3189 Fax: (813) 569-3189 Email: mplunkett@coca-cola.com 3. Donald N. Bauhofer, Mgr. Nolan Town Center, LLC 250 NW Franklin Ave Suite 204 Bend, OR 97701 Tel: (541) 419-8707 Fax: (541) 389-0256 About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtor is represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtor's financial advisor. Kieckhafer Schiffer & Company LLP serves as advisors and consultants to communicate with lenders, brokers, attorneys and other professionals. Henderson Bennington Moshofsky, P.C., serves as accountants. Watkinson Laird Rubenstein Baldwin & Burgess PC serves as labor counsel. The Debtor hired Great American Group, LLC, to conduct store closing sales. Kurtzman Carson Consultants is the Debtor's noticing agent. An Official Committee of Unsecured Creditors appointed in the Debtor's case has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. C&K MARKET: Buckmaster Objects to Plan Confirmation --------------------------------------------------- Buckmaster Coffee, Co. objects to the confirmation of C&K Market, Inc.'s second amended plan of reorganization dated May 9, 2014, to the extent that it modifies creditor's rights to setoff and recoupment under the Bankruptcy Code and state law. Johnston Mitchell, Esq., at Coers Mitchell Law LLC, in Portland, Oregon, relates that C&K Market entered into a contract with Buckmaster to purchase coffee through a whole coffee bean bulk program, effective December 31, 2010 and running through December 30, 2014. Under the coffee contract, Buckmaster agreed to sell coffee to C&K Market and pay a monthly shelf placement allowance. Buckmaster filed proofs of claim for amounts owed. On May 21, 2014, C&K sent Buckmaster an invoice asserting that it is owed for shelf placement under the contract. Buckmaster disputes the invoice. C&K sought the Court's authority to reject the coffee contract, the hearing and order on that request is still pending. Buckmaster anticipates filing a proof of claim based on a rejection claim, asserting the right to setoff and recoup its damages. Mr. Mitchell notes that to the extent Article 8.3 of the plan modifies or is intended to modify Buckmaster's rights to setoff and recoupment, Buckmaster objects to the plan. Accordingly, Buckmaster asks the Bankruptcy Court to deny plan confirmation until its objection is resolved. Buckmaster is represented by: Johnston A. Mitchell Christine Coers-Mitchell COERS MITCHELL LAW LLC 2100 NE Broadway St., Ste 105 Portland, Oregon 97232 Telephone: 503-719-6795 Facsimile: 503-374-9068 E-mail: johnstonlaw@comcast.net coers@comcast.net In May 2014, the Bankruptcy Court approved C&K Market, Inc.'s disclosure statement for its second amended plan. The hearing on confirmation of the plan will be on June 25, 2014 at 10:00 a.m., in US Bankruptcy Court, Courtroom #6, 405 E 8th Ave, in Eugene, Oregon. Ballots accepting or rejecting the plan must be received by Albert Kennedy, whose service address is 888 SW 5th Ave, #1600, in Portland, Oregon, no less than seven days before the June 25 hearing. Objections to the proposed plan must be filed with the Clerk of Court, 405 E 8th Ave #2600, in Eugene, Oregon, no later than seven days before the June 25 hearing. C&K Market's plan provides for the payment in full of all allowed administrative expense claims, priority tax claims, other priority claims and the allowed claim of U.S. Bank. The plan provides for the payment in full over time, with interest, of all other secured claims. In general, secured creditors with personal property collateral will be paid in 48 equal monthly amortizing payments, with interest at 6% per annum, and secured creditors with real property collateral will be paid in 84 equal monthly amortizing payments with interest at 6% per annum based on a 25-year amortization, with a balloon payment in seven years. The plan provides that each holder of a small unsecured claim ($10,000 or less) will receive a cash payment in an amount equal to 80% of its allowed small unsecured claim. The plan provides that each holder of an allowed general unsecured claim will receive the combination of one share of common stock and one share of series A preferred stock in exchange for each $10 of the holder's allowed general unsecured claim and a subscription right in the event C&K Market elects to consummate the rights offering. The plan provides that all existing equity securities and employee equity security plans will be cancelled. Rouse Properties, Inc., and its affiliate Bayshore Mall L.P., as successor-in-interest to Bay Shore Mall Partners, objected to the confirmation of C&K Market's plan. Rouse, a landlord of a nonresidential property lease with C&K Market, argued that the disclosure statement describes a plan that proposes to assume and assign leases for nonresidential real property without providing necessary information regarding adequate assurance of future performance and prompt cure of defaults under the leases as required by the Bankruptcy Code. Rouse asserted that the disclosure statement does not provide sufficient information for creditors to make an informed choice to approve or reject the plan. C&K Market clarified that Rouse's objection was based on its mistaken assertion that the plan provides that leases of nonresidential real property will be deemed assumed on the effective date of the plan. Michael W. Fletcher, Esq., at Tonkon Torp LLP, Portland, Oregon, explained that the assumption or rejection of leases will be dealt with outside of the plan. Both the plan and the disclosure statement make it clear that that the provisions of the plan providing for the deemed assumption of executory contracts only apply to those that are not otherwise subject to a prior Bankruptcy Court order or pending motion before the Bankruptcy Court. About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtor is represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtor's financial advisor. Kieckhafer Schiffer & Company LLP serves as advisors and consultants to communicate with lenders, brokers, attorneys and other professionals. Henderson Bennington Moshofsky, P.C., serves as accountants. Watkinson Laird Rubenstein Baldwin & Burgess PC serves as labor counsel. The Debtor hired Great American Group, LLC, to conduct store closing sales. Kurtzman Carson Consultants is the Debtor's noticing agent. An Official Committee of Unsecured Creditors appointed in the Debtor's case has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. C&K MARKET: Asks Court to Approve Lease Deal with Bayshore Mall --------------------------------------------------------------- C&K Market, Inc., asks the Bankruptcy Court to approve a leasehold buyout agreement with Bayshore Mall, L.P. C&K Market and Bayshore Mall are parties to a lease dated September 17, 1993, as amended November 22, 1994 for premises commonly known as store no. 3001, at Bayshore Mall, in Eureka, Humboldt County, California. The lease expires on December 31, 2034. On May 19, 2014, C&K Market sought to assume the lease but Bayshore Mall objected and argued that C&K Market could not cure defaults under the lease and could not provide adequate assurance of future performance under the lease. To resolve the dispute and avoid the expense, delay and risk involved in litigation, the parties executed the leasehold buyout agreement, which provides for the sale by C&K Market to Bayshore Mall of the lease for $50,000. U.S. Bank holds a leasehold mortgage on the lease and C&K Market is required to obtain a release or termination of the leasehold mortgage. Michael W. Fletcher, Esq., at Tonkon Torp LLP, in Portland, Oregon, points out that approval of the leasehold buyout will benefit C&K Market and its estate in that: (a) it will avoid the cost and risk involved in litigation over its right to assume the lease; (b) it will be paid $50,000 in cash; and (c) Bayshore Mall will release its potential rejection claim that could exceed $400,000. Mr. Fletcher assures that Court that the leasehold buyout was negotiated at arm's length and in good faith. C&K Market is represented by: Albert N. Kennedy, Esq. (Lead Attorney) Direct Dial: (503) 802-2013 Facsimile: (503) 972-3713 E-Mail: al.kennedy@tonkon.com - and - Timothy J. Conway, Esq. Direct Dial: (503) 802-2027 Facsimile: (503) 972-3727 E-Mail: tim.conway@tonkon.com Michael W. Fletcher, Esq. Direct Dial: (503) 802-2169 Facsimile: (503) 972-3869 E-Mail: michael.fletche2r@tonkon.com Ava L. Schoen, Esq. Direct Dial: (503) 802-2143 Facsimile: (503) 972-3843 E-Mail: ava.schoen@tonkon.com TONKON TORP LLP 1600 Pioneer Tower 888 S.W. Fifth Avenue Portland, OR 97204 About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtor is represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtor's financial advisor. Kieckhafer Schiffer & Company LLP serves as advisors and consultants to communicate with lenders, brokers, attorneys and other professionals. Henderson Bennington Moshofsky, P.C., serves as accountants. Watkinson Laird Rubenstein Baldwin & Burgess PC serves as labor counsel. The Debtor hired Great American Group, LLC, to conduct store closing sales. Kurtzman Carson Consultants is the Debtor's noticing agent. An Official Committee of Unsecured Creditors appointed in the Debtor's case has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. CEREPLAST INC: Trellis Earth to Acquire Assets for $2.6 Million --------------------------------------------------------------- Trellis Earth Products, Inc ., a maker of bioplastic food service disposables, will pay $2.6 million for substantially all of Cereplast Inc.'s assets including production equipment, patents, inventory, and trademarks, plus pay certain contract cure costs, as part of Cereplast's Chapter 7 liquidation proceedings. United States Bankruptcy Judge Basil H. Lorch III entered the sale order on June 20 for the assets of Cereplast, including its former Seymour bioplastics factory. "We have long wanted to mark our products as 'Made in the U.S.A.'," said Mike Senzaki, Trellis Earth CEO. "The acquisition of this factory will enable to us to quickly become the pre- eminent American supplier of bioplastic food service disposables." Trellis Earth is a 7-year old company with over 500 customers in the food service industry including Kroger, Trader Joe's, and Wegmans. Key products provided include bio-based cutlery, food containers, and shopping bags. "Of our 100+ products, we hope to make at least 50 percent of them in the U.S. within six months and the balance within a year," said Mr. Senzaki. Trellis Earth is a privately held company with nearly $20 million of sales since its founding in 2007. The company is targeting $8.5 million in revenue for 2015 based on strong forecast demand from customers seeking its U.S.-made, corn starch based, proprietary bioplastic finished goods. The 105,000 square foot facility acquired from Cereplast has existing annual bioplastic manufacturing capacity to produce materials worth over $50 million. Bob Crosby, Trellis Earth Vice President of Sales, said, "We have worked diligently over the last three years to build a pipeline of marquee customers seeking our sustainable, cost-neutral alternatives for cutlery and food containers. We hope to make several announcements in the coming weeks and months about key contracts that will drive the growth of our U.S. manufacturing strategy." Axiom Capital Management Inc. of New York City represented the company in the transaction and acted as sole placement agent. About Cereplast Inc. Seymour, Indiana-based Cereplast, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-90200) on Feb. 10, 2014, estimating $10 million to $50 million in both assets and debts. Cereplast has developed and is commercializing proprietary bio- based resins through two complementary product families: Cereplast Compostables(R) resins which are compostable, renewable, ecologically sound substitutes for petroleum-based plastics, and Cereplast Sustainables(TM) resins (including the Cereplast Hybrid Resins product line), which replaces up to 90 percent of the petroleum-based content of traditional plastics with materials from renewable resources. In connection with the Bankruptcy Filing, the Company's common stock began trading under a new trading symbol, "CERPQ" effective Feb. 19, 2014. Judge Basil H. Lorch III oversees the case. Cereplast is represented by Tamara Marie Leetham, Esq., at Austin Legal Group, as counsel. Horizon Technology Finance Corporation, as successor to Compass Horizon Funding Company LLC and Horizon Credit I, LLC, has asked the Court to convert the Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. Horizon is lender to the Debtor under the venture loan and security agreement dated Dec. 21, 2010, under which Horizon extended credit totaling $4.0 million. Horizon has been granted a security interest in all assets of the Debtor. The debt due Horizon is in payment default. The sale of the Collateral was scheduled for Feb. 11, 2014, but the Debtor sought to restrain the sale in proceedings pending in the Superior Court of the State of California, for the County of Los Angeles, as Cause No. CGC-08-482329. The Debtor's request for a restraining order was denied on Feb. 10, and the Chapter 11 case was commenced on the same day. Horizon is represented by Whitney L. Mosby, Esq., at Bingham Greenebaum Doll LLP. CONSTAR INTERNATIONAL: Forman Holt Approved as Director's Counsel ----------------------------------------------------------------- Constar International Holdings LLC and its debtor-affiliates sought and obtained permission from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to employ Forman Holt Eliades & Youngman LLC as special counsel to Charles M. Forman, the independent director of the Debtors, nunc pro tunc to March 10, 2014. The independent director requires separate counsel to assist him in the exercise of his fiduciary duties. The scope of Forman Holt's retention is limited to advising the independent director. Forman Holt will be paid at these hourly rates: Attorneys $200-$600 Paralegals $150-$200 The independent director and the Committee agreed to a weekly fee of $4,500 to the independent director for his services nunc pro tunc to Mar. 10, 2014. Forman Holt agreed to bill for its services as special counsel to the independent director at a blended hourly rate of $445 for attorneys and its regular hourly rate for paralegals. Forman Holt will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael E. Holt, member of Forman Holt Eliades & Youngman LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Forman Holt can be reached at: Michael E. Holt, Esq. FORMAN HOLT ELIADES & YOUNGMAN LLC 80 Route 4 East, Ste 290 Paramus, NJ 07652 Tel: (201) 845-1000 Fax: (201) 845-9112 E-mail: mholt@formanlaw.com About Constar International Privately held Constar International Holdings and nine affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on Dec. 19, 2013. Constar, which manufactures plastic containers, is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as the Debtors' claims and noticing agent, and administrative advisor. Lincoln Partners Advisors LLC serves as the Debtors' financial advisor. Judge Christopher S. Sontchi oversees the 2013 case. This is Constar International's third bankruptcy. Constar first filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan and emerged from bankruptcy in May 2009. Constar and its affiliates returned to Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11 plan and emerged from bankruptcy in June 2011. The new petition listed assets worth less than $100 million against $123 million on three layers of secured debt. Attorneys at Brown Rudnick LLP represent the official committee of unsecured creditors. Counsel to Wells Fargo Capital Finance, LLC, the revolving loan agent, is Andrew M. Kramer, Esq., at Otterbourg P.C. COSTA BONITA: Court Orders Voluntary Dismissal of Chapter 11 Case ----------------------------------------------------------------- Costa Bonita Beach Resort, Inc., requested the District of Puerto Rico Bankruptcy Court to grant a voluntary dismissal of the Chapter 11 case. While various creditors joined in Costa Bonita's motion, secured creditor DF Servicing LLC opposed voluntary dismissal and instead moved the Court to convert the case to a Chapter 7 liquidation. Asociacion de Condomines de Costa Bonita, the homeowners' association for the Debtor's condominium collateral, likewise requested that the Court convert the case. DF holds a valid, perfected and secured claim of over $5.2 Million in this single asset real estate (SARE) case. The Court conducted a two-day hearing on DF's Motion to Convert and the Debtor's Motion to Dismiss in late April 2014. Hon. Enrique S. Lamoutte ultimately ordered dismissal with a 36-month bar to refiling the case. At the hearing, DF's experts estimated that the pre-petition value of the estate was in excess of $12 million, and that as of the hearing date the value had decreased more than $7 million to an approximate market value of $5.2 million. Further, DF's insurance experts testified at the hearing that the Debtor had allowed the existing insurance on the real estate collateral to lapse by failing to make a premium payment of over $31,000. Despite the Debtor's contention that it had obtained replacement insurance policies, DF's experts stated that the Debtor's purported replacement insurance was defective and/or deficient for a host of reasons. The Debtor's Vice-President, Aida Escribano, testified at the hearing that the Debtor had only generated revenue of $551,000 since filing its Chapter 11 Petition in February 2012, and had paid more than $558,000 in expenses during the same time frame. Further, Escribano admitted that the majority of the revenue consisted of loans from stockholders and owners rather than revenue from operations. Escribano also admitted that the Debtor has made no payments to DF, paid no taxes, nor even paid its Chapter 11 counsel. Escribano also admitted that the only potential rehabilitation of the Debtor was the sale of the real estate collateral to a third party buyer; however, there are currently no prospective buyers. Section 1112(b)(1) of the Bankruptcy Code permits, after notice to the parties and a hearing, either dismissal or conversion -- whichever is in the best interest of the estate. The Court has discretion in choosing between dismissal and conversion, and applies a balancing test to determine which approach is in the best interest of the bankruptcy estate. In re DeJoungne, 334 B.R. 760, 770 (1st Cir. B.A.P. 2005). In reaching its decision to dismiss, the Court opined that since the Debtor is administratively insolvent, it is unlikely that the Debtor can rehabilitate or fund a Plan of Reorganization. The Court acknowledged that creditors face multiple detriments in this case, such as diminution of the property value, risk to collateral due to the lack of insurance, and the Debtor's failure to provide Monthly Operating Reports and to pay taxes which are due. However, because liquidation at this time would result in distribution solely to DF and not the remaining creditors, the Court determined that dismissal of the Debtor's Petition with a 36-month bar on the refiling of a Petition to be in the best interest of the estate. DF is represented by Luis C. Marini-Biaggi, Esq., and Nayuan Zouairabani, Esq., at O'Neill & Borges LLC of San Juan, PR. About Costa Bonita Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa Bonita Beach Resort in Culebra, Puerto Rico. It filed a bankruptcy petition under Chapter 11 of the Bankruptcy Code for the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009. During this case, the Court entered an Opinion and Order finding that the Debtor satisfied all three (3) prongs of the Single Asset Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec. 362(d)(3). The Court also entered an Order modifying the automatic stay to allow creditor DEV, S.E., to continue in state court proceedings for the removal of the illegal easement and the restoration of DEV, S.E.'s land to its original condition by the Debtor. The first bankruptcy petition was dismissed on May 10, 2011 on the grounds that the Debtor failed to comply with an April 21, 2011 Order and the Debtor's failure to maintain adequate insurance. The case was subsequently closed on Oct. 11, 2011. Costa Bonita Beach Resort filed a second bankruptcy petition (Bankr. D.P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San Juan, Puerto Rico. In the 2012 petition, the Debtor said assets are worth $15.1 million with debt totaling $14.2 million, including secured debt of $7.8 million. The apartments are valued at $9.6 million while a restaurant and some commercial spaces at the resort are valued at $3.67 million. The apartments serve as collateral for the $7.8 million while the commercial property is unencumbered. Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case. Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case. The petition was signed by Carlos Escribano Miro, president. CROWN CASTLE: Moody's Affirms B1 Senior Unsecured Debt & Ba2 CFR ----------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Crown Castle International Corp. and its subsidiaries. Concurrently, Moody's withdrew the company's speculative grade liquidity rating, probability of default rating and loss given default assessments. The rating outlook is stable. Rating Rationale The rating affirmation reflects Crown Castle's strong operating performance since its conversion to a REIT this year and Moody's view that this and the initiation of dividend payments will not impact Crown Castle's credit strengths, which center on its high- margin business with stable, contractual cash flows, attractive growth opportunities and ample liquidity. Moody's is withdrawing Crown Castle's speculative grade liquidity rating, probability of default rating and loss given default assessments because these ratings do not apply under Moody's methodology for rating commercial property REITs. Crown Castle's Ba2 Corporate Family Rating (CFR) reflects the REIT's position as the leading independent wireless tower operator in the US, robust liquidity, long-term leases with annual escalations, high credit quality tenants and the ability to generate significant free cash flow. Moody's believe tower industry fundamentals and growth trends remain favorable over the next several years owing to continued strong demand for wireless and data services, the acceleration in mobile traffic and continued build out of carriers' wireless networks. These credit strengths are offset by the REIT's high leverage, significant tenant concentration, material subsidiaries with secured debt and material share of encumbered assets in its portfolio. CCI's ratings are also constrained by its exposure to technology network shifts or major technological transformation and untested alternative use for its properties should such dramatic changes occur -- risks that are not typically associated with traditional commercial real estate REITs. The rating outlook is stable, reflecting Crown Castle's solid operating performance, visible revenue growth via a significant backlog of contractual rents and increasing wireless carrier demand. The stable outlook also reflects Moody's expectations of continued EBITDA and cash flow expansion that will support improvement in the company's credit profile and leverage metrics. Further upward ratings migration would be dependent upon Crown Castle allocating a significant portion of free cash flow generation towards deleveraging, simplifying it structure and unencumbering its asset base. Quantitatively, upwards rating pressure may develop if Crown Castle manages its capital structure such that net debt to EBITDA is sustained below 6x, and secured debt is reduced to levels below 20% of gross assets. The ratings may face downward pressure if weakening industry fundamentals, a return to more aggressive financial policies including large debt-financed acquisitions or share repurchases or lower-than-expected cash flow growth result in tight liquidity, or net debt to EBITDA sustained above 7.5x, or fixed charge coverage deteriorating to below 2.5x. The following ratings were affirmed with a stable outlook: Crown Castle International Corp. -- Ba2 corporate family rating; B1 senior unsecured debt. Crown Castle Operating Company -- Ba2 senior secured credit facility. CC Holding GS V LLC -- Baa3 guaranteed senior secured. The following ratings were assigned with a stable outlook: Crown Castle International Corp. -- (P)B1 senior unsecured debt shelf; (P)B2 subordinate debt shelf; (P)B3 preferred equity shelf. The following ratings were withdrawn: Crown Castle International Corp. -- Ba2-PD probability of default; SGL-2 speculative grade liquidity rating; (LGD6. 92%) senior unsecured debt LGD assessment. Crown Castle Operating Company -- (LGD4, 57%) senior secured credit facility LGD assessment. CC Holding GS V LLC -- (LGD2, 23%) guaranteed senior secured LGD assessment. Moody's most recent action with respect to Crown Castle took place in December 2013, when the rating agency assigned Ba2 to Crown Castle's new incremental term loan B, affirmed Ba2 CFR and existing debt ratings with a stable outlook. Crown Castle [NYSE: CCI] is real estate investment trust based in Houston, Texas which owns, operates and leases towers and other infrastructure for wireless communications. Crown Castle offers significant wireless communications coverage to all of the top 100 US markets and to substantially all of the Australian population. Crown Castle owns, operates and manages approximately 40,000 and 1,800 wireless communication sites in the US and Australia, respectively. CUE & LOPEZ: Harrison Seeks to Withdraw as Debtor's Counsel ----------------------------------------------------------- Attorney Patricia I. Varella Harrison seeks the Bankruptcy Court's approval to withdraw as counsel for Cue & Lopez Construction, Inc. Harrison ended her employment at Charles A. Cupril, FSC law offices on May 15, 2014. Cupril will continue as counsel for the Debtor. Meanwhile, Cue & Lopez Construction sought a third extension within which to file its Plan of Reorganization and Disclosure Statement in the Bankruptcy Court for the District of Puerto Rico. The Debtor previously obtained extensions through June 2, 2014. The Debtor claims this brief extension is necessary because the Debtor continues to renew and negotiate proofs of claim by the Puerto Rico Treasury Department, the IRS, and Scotiabank Puerto Rico. Additionally, the Debtor is working to acquire new projects which would affect plan feasibility. Bankruptcy Judge Brian K. Tester granted the Debtor's request and ordered the Debtor's Plan and Disclosure Statement due by June 23, 2014. About Cue & Lopez San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013 (Case No. 13-08297, Bankr. D.P.R.). The case is assigned to Judge Brian K. Tester. Cue & Lopez Contractors, Inc., filed a separate Chapter 11 petition (Case No. 13-08299) on the same date. The Debtors are represented by Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico. CPA Luis R. Carrasquillo & Co., P.S.C., serves as accountant. Cue & Lopez Construction scheduled $13,334,151 in total assets and $17,520,089 in total liabilities. The Chapter 11 petitions were signed by Frank F. Cue Garcia, president. DBSI INC: Ex-Pres. Can't Retrieve Assets Despite Dropped Charges ---------------------------------------------------------------- Law360 reported that an Idaho federal judge denied a request by Douglas L. Swenson, the former president of bankrupt real estate firm DBSI Inc., to recover funds seized during his trial for defrauding investors of $169 million, instead granting the government's motion to freeze assets held by Swenson and his wife totaling $1.47 million. According to the report, Swenson had sought to have his property returned because it had been seized while he was being investigated for money laundering and the money laundering charge against him was later dropped. But Chief Judge B. Lynn Winmill said it would be illogical to return property to a defendant who was likely to conceal his assets while awaiting sentencing on 44 counts of securities fraud and 34 counts of wire fraud, the report related. About DBSI Inc. Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates were engaged in numerous commercial real estate and non-real estate projects and businesses. On Nov. 10, 2008, and other subsequent dates, DBSI and 180 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687). DBSI estimated assets and debts between $100 million and $500 million as of the Chapter 11 filing. Lawyers at Young Conaway Stargatt & Taylor LLP represent the Debtors as counsel. The Official Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as its bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' notice claims and balloting agent. Joshua Hochberg, a former head of the Justice Department fraud unit, served as an Examiner and called the seller and servicer of fractional interests in commercial real estate an "elaborate shell game" that "consistently operated at a loss" in his report released in October 2009. McKenna Long & Aldridge LLP was counsel to the Examiner. On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order appointing James R. Zazzali as Chapter 11 trustee for the Debtors' estates. On Oct. 26, 2010, the trustee won confirmation of the Second Amended Joint Chapter 11 Plan of Liquidation for DBSI, paving the way for it to pay creditors and avoid years of expensive litigation over its complex web of affiliates. The plan, which was declared effective Oct. 29, 2010, was co-proposed by DBSI's unsecured creditors committee. Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate Liquidating Trust was established as of the effective date and certain of the Debtors' assets, including the Debtors' ownership interest in Florissant Market Place was transferred to the RE Trust. Mr. Zazzali and Conrad Myers were appointed as the post- confirmation trustees. Messrs. Zazzali and Myers are represented by lawyers at Blank Rime LLP and Gibbons P.C. DETROIT, MI: Attorney General Approves DIA Settlement ----------------------------------------------------- Attorney General Bill Schuette approved the DIA Settlement which is part of The City of Detroit's Fourth Amended Bankruptcy Plan. Under the DIA Settlement, certain local and national foundations have committed to fund the settlement with $366 million; and the Detroit Institute of Arts, which is the charitable nonprofit corporation that founded the DIA museum and now manages the museum, has committed to fund an additional $100 million. The DIA Settlement includes several conditions on the participation of the DIA Funding Parties, including "the approval of the DIA Settlement by the Attorney General for the State." As reported in the Troubled Company Reporter on April 14, 2014, Judge Steven W. Rhodes ruled that Detroit could proceed with a plan to pay $85 million to UBS and Bank of America over several months to terminate the financial contracts, known as interest- rate swaps. The city entered into the swaps in 2005 as part of a transaction that was supposed to help finance pensions. Under the terms of the new settlement, the two banks agreed to back Detroit's overall plan of adjustment, which is critical for the city's push to resolve its bankruptcy by early fall, the report related. Municipal bankruptcy rules say that if one class of impaired creditors votes to approve the city's plan of debt adjustment, the judge may be able to impose the terms forcibly on everybody else. The state law that put Detroit under emergency management is scheduled to expire in September, the report further related. There are concerns that the case will end up in a hopeless quagmire if creditors continue to fight settlement proposals and the bankruptcy remains unresolved by the time the emergency manager, Kevyn D. Orr, ends his term. The judge's decision gives Detroit leverage to seek negotiated settlements with other creditors, although stiff opposition still remains, the report said. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Bid for Site Visit Challenged ------------------------------------------ The so-called COP objectors submitted a limited objection to the motion of the City of Detroit, Michigan, for site visit by the Court in connection with the hearing on confirmation of the City's Plan of Adjustment. The COP objectors said the motion, filed June 6, 2014, must only be granted if (a) the time spent on the site visit presentation is counted against the 98 hours of trial time allotted to the City; and (b) counsel for all objecting parties are permitted to attend. In a separate filing, National Public Finance Guarantee Corporation, in a limited objection, stated that the bus tour is important to the presentation of its case, it must count against its trial time. The City must not be given three extra hours to make such a presentation. National is represented by: Jeffrey E. Bjork, Esq. Gabriel R. MacConaill, Esq. SIDLEY AUSTIN LLP 555 West Fifth Street, Ste. 4000 Los Angeles, CA 90013 Tel: (213) 896-6000 Fax: (213) 896-6600 E-mails: jbjork@sidley.com gmacconaill@sidley.com - and - James F. Bendernagel, Esq. Guy S. Neal, Esq. SIDLEY AUSTIN LLP 1501 K Street, N.W. Washington, DC 20005 Tel: (202) 736-8000 Fax: (202) 736-8711 E-mails: jbendernagel@sidley.com gneal@sidley.com - and - Paul R. Hage, Esq. JAFFE RAITT HEUER & WEISS, P.C. 2777 Franklin Road, Suite 2500 Southfield, MI 48034 Tel: (248) 351-3000 Fax: (248) 351-3082 E-mail: phage@jaffelaw.com Assured Guaranty Municipal Corp., formerly known as Financial Security Assurance Inc., Berkshire Hathaway Assurance Corporation and Financial Guaranty Insurance Company, in its response to the Debtor's motion, stated that in this case, there is no "site" to visit. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Parties Agree to Allow Late-Filed Claim ---------------------------------------------------- The City of Detroit and creditor Nathaniel Brent have agreed that Brent should be given until June 16, 2014 to file his proof of claim in this Chapter 9 case pending before Judge Steven W. Rhodes in the Eastern District of Michigan. Brent is pursuing a civil case in the District Court for the Eastern District of Michigan against the Detroit Police Department and some of its officers for allegedly violating his civil rights. The agreement was reached because the City concedes that it failed to provide notice of the February 21, 2014 bar date to Brent. Once Brent's Claim is filed, it will be referred to Chief Judge Gerald Rosen for mediation based on Judge Rhodes previously entered Order Approving Alternative Dispute Resolution. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Reaches Deal With Bondholders in Bankruptcy Talks -------------------------------------------------------------- Steven Church, writing for Bloomberg News, reported that Detroit got closer to resolving its record $18 billion municipal bankruptcy, reaching a deal with the insurer of taxpayer-backed bonds on how to treat debt holders. The report, citing a statement filed in court by mediators appointed to help broker an agreement, said details are being put into final written form. The mediators, according to the report, didn't say how much the bondholders covered by the agreement, who are owed about $163.5 million, would recover or how much insurers would have to pay to cover any losses on the limited tax, general obligation bonds known as LTGOs. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DEVONSHIRE PGA: Sharon Greene Ordered to Discontinue Florida Suit ----------------------------------------------------------------- Bankruptcy Judge Christopher S. Sontchi entered an order enforcing the permanent injunction imposed pursuant to Section 11.4 of the Amended Joint Chapter 11 Plan of Reorganization of Devonshire PGA Holdings, LLC against Sharon D. Greene, a claimant. The Court directed Ms. Greene to immediately cease and discontinue all efforts to collect or recover amounts relating to litigation in Florida. Ms. Greene is party to a lawsuit styled Sharon D. Greene v. Chatsworth PGA Properties, LLC, pending in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida. About Devonshire PGA Holdings Operators of assisted living facilities, led by Devonshire PGA Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy Court in Wilmington, Delaware on Sept. 19, 2013. Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457) has estimated liabilities of between $100 million and $500 million, and assets of up to $10 million. Chatsworth PGA Properties provides assisted living services for the elderly. It also offers nursing and dementia care. Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an assisted-living facility in Florida, and based in Palm Beach Gardens, estimated under $50,000 in assets and up to $50 million in debts. Another entity, Devonshire at PGA National LLC, estimated more than $100 million in both assets and debt. The Debtors are represented by M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, as counsel. Epiq Bankruptcy Solutions, LLC, serves as claims agent, and as administrative advisor for the Debtors. Alvarez & Marsal Healthcare Industry Group, LLC, serves as restructuring advisors, and Alvarez's Paul Rundell serves as Chief Restructuring Officer. An official committee of unsecured creditors has not yet been appointed in these cases by the Office of the United States Trustee. ELITE PHARMACEUTICALS: Settles With VGS Parties for $5 Million -------------------------------------------------------------- Elite Pharmaceuticals, Inc., entered into a settlement agreement with Novel Laboratories, Inc., Veerappan S. Subramanian, VGS Pharma, LLC, and other related parties pursuant to which the 2006 Strategic Alliance Agreement and Stockholders Agreement with Subramanian and VGS were terminated and all parties executed mutual releases. In addition, the VGS Parties paid Elite $5,000,000 in exchange for 9,800 shares of Novel Class A common stock owned by Elite. This resolves all disputes and claims between Elite and the VGS Parties, including those alleged in the action commenced by Elite against the VGS Parties on April 28, 2014, and ends Elite's ownership in Novel. Pursuant to the 2006 Strategic Alliance Agreement and Stockholders Agreement, the Company, Subramanian and VGS formed Novel for the research, development, manufacturing, sales, distribution, licensing and acquisition of specialty generic pharmaceuticals. About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. Elite Pharmaceuticals reported net income attributable to common shareholders of $1.48 million on $3.40 million of total revenues for the year ended March 31, 2013, as compared with a net loss attributable to common shareholders of $15.05 million on $2.42 million of total revenues for the year ended March 31, 2012. The Company's balance sheet at Dec. 31, 2013, showed $18.27 million in total assets, $23.20 million in total liabilities and a $4.92 million total stockholders' deficit. Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company has experienced significant losses resulting in a working capital deficiency and shareholders' deficit. These conditions raise substantial doubt about its ability to continue as a going concern. FIRST DATA: Moody's Affirms 'B3' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service has affirmed First Data Corporation's corporate family and probability-of-default ratings (CFR and PDR, respectively) at B3 and B3-PD, respectively. All debt ratings have also been affirmed. The rating outlook has been revised to positive from stable. The outlook change to positive follows First Data's announcement that it plans to issue approximately $3.5 billion of its common stock in a private placement. The net proceeds from this offering will be used to reduce debt. Rating Rationale The B3 CFR and positive outlook reflect Moody's expectation that First Data will gradually reduce adjusted debt to EBITDA toward 7 times over the next two years. Following the redemption of debt using the net proceeds from the equity raise, First Data's debt leverage will decrease to below 8 times from over 9.5 times on a Moody's adjusted basis (including the HoldCo PIK notes held at First Data's parent company, First Data Holdings Inc.). While this represents a significant reduction of debt, the improved leverage will be consistent with other companies in the B3 rating category. Moody's believes the private placement is the first step in a de- leveraging path, arising from both profit growth and additional capital raises (e.g., public offering of common stock and/or asset divestitures). Moody's expects adjusted EBITDA to approach $3 billion by the end of 2015 (currently over $2.5 billion on a trailing twelve basis) as First Data benefits from platform integration savings, conversion of new business, and growth of credit card issuer processing. Further long-term upside should arise from international expansion (e.g., acquiring business in Brazil) and the roll-out of new payment solutions such as the Clover tablet offering, which Moody's believe will gain some traction given First Data's distribution scale and incumbency advantage with its merchant base. First Data's ratings are supported by the company's scale and leading market positions in electronic commerce and payment solutions for financial institutions and merchants, and the ongoing shift of payment method to electronic cards from cash and checks. First Data also maintains a diversified business profile (e.g., breadth of service offerings and international presence) and good liquidity. The Caa1 rating on the senior unsecured notes reflects both the overall probability of default of the company, to which Moody's assigns a PDR of B3-PD, and an average recovery. Moody's has utilized a one-notch override of Moody's Loss Given Default (LGD) methodology in determining the rating on the senior unsecured notes, due to the potential for future changes in the capital structure over the next few years. The positive outlook incorporates Moody's view that First Data will generate low to mid single digit percentage revenue and higher EBITDA growth through 2015 with modest economic growth and increased operating leverage through higher transaction and card issuance volumes. Moody's also expects annual adjusted free cash flow greater than $500 million. The ratings could be upgraded if First Data were to achieve at least mid-single digit revenue growth and double-digit percentage profit growth or further deleveraging through equity offerings, such that adjusted debt to EBITDA decreases to below 7 times on a sustained basis. The ratings could be lowered if Moody's expects free cash flow to turn negative for an extended period of time or First Data were to suffer a significant loss of market share due to emerging payment technologies. Outlook Actions: Issuer: First Data Corporation Outlook, Changed To Positive From Stable Affirmations: Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Bank Credit Facilities, Affirmed B1, LGD2 Senior Secured First Lien Notes, Affirmed B1, LGD2 Senior Secured Second Lien Notes, Affirmed Caa1, LGD4 Senior Unsecured Notes, Affirmed Caa1, LGD5 Senior Subordinated Notes, Affirmed Caa2, LGD6 The principal methodology used in this rating was Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. With over $11 billion of projected total annual revenues, First Data Corporation is a leading provider of electronic commerce and payment processing solutions for financial institutions, merchants, and other organizations worldwide. FIRST DATA: Fitch Retains 'B' IDR Following $3.5BB Sale Proceeds ---------------------------------------------------------------- First Data Corp.'s (FDC) announcement that its direct parent company, First Data Holdings Inc., intends to sell $3.5 billion of common equity and dedicate the proceeds towards debt reduction, will not affect FDC's 'B' Issuer Default Rating (IDR), according to Fitch Ratings. The transaction is favorable to the credit profile; however, the current ratings reflect the company's elevated leverage, which remains high following this transaction. A full list of ratings follows at the end of this release. First Data Holdings Inc. has received commitments to purchase approximately $3.5 billion of its common equity in a private placement led by KKR. The transaction is expected to be completed by July 11, 2014. KKR has committed to purchase $1.2 billion in equity, new investors have committed $ 2.0 billion and other existing investors will provide the remaining $300 million. FDC announced its plans to redeem $2.1 billion in various notes (resulting in approximately $200 million in early redemption fees); saving the company approximately $214 million in interest expense per annum. The company has not publicly stated the use of proceeds for the remaining $1.1 billion; however, Fitch believes this remaining balance will be used to further reduce debt. The announced debt reduction plans lower gross unadjusted leverage from 9.8x (including the Holdco PIK notes) to approximately 8.9x. Applying the remaining equity proceeds to debt reduction, Fitch estimates that leverage may be further reduced to 8.6x or 8.5x. KEY RATING DRIVERS From an operational perspective, Fitch believes core credit strengths include: -- Stable end-market demand with below-average susceptibility to economic cyclicality; -- A highly diversified, global and stable customer base consisting principally of millions of merchants and large financial institutions; -- A significant advantage in scale of operations and technological leadership which positively impact the company's ability to maintain its leading market share and act as barriers to entry to potential future competitors. In addition, FDC's FS business benefits from long-term customer contracts and generally high switching costs; -- Low working capital requirements typically enable a high conversion of EBITDA less cash interest expense into cash from operations. Fitch believes credit concerns include: -- Mix shift in the Merchants Solution (MS) segment, including a shift in consumer spending patterns favoring large discount retailers, which has negatively affected profitability and revenue growth and could lead to greater than anticipated volatility in results; -- High fixed cost structure with significant operating leverage that drives profit volatility during business and economic cycles; -- Consolidation in the financial services industry and changes in regulations could continue to negatively impact results in the company's Financial Services (FS) segment; -- Potential for new competitive threats to emerge over the long term including new payment technology in the MS segment, the potential for a competitor to consolidate market share in the MS segment, and the potential for historically niche competitors in the FS segment to move upstream and challenge FDC's relative dominance in card processing for large financial institutions. -- A highly levered balance sheet that results in limited financial flexibility and reduces the company's ability to act strategically in a business that has historically benefited from consolidation opportunities. Liquidity as of Mar. 31, 2014, was solid with cash of $408.5 million, $173.1 million of which was available to the company in the U.S. FDC has a $1 billion senior secured revolving credit facility which expires September 2016 and had $624.4 million of available borrowing capacity. Total debt as of Mar. 31, 2014 was $24.7 billion, which includes approximately $326 million of borrowing under the revolving credit facility, $15.6 billion in secured debt, $4.6 billion in unsecured debt, $2.5 billion in subordinated debt, and $1.5 billion in Holdco PIK notes. The Recovery Ratings (RRs) for FDC reflect Fitch's recovery expectations under a distressed scenario, as well as Fitch's expectation that the enterprise value of FDC, and hence recovery rates for its creditors, will be maximized in a restructuring scenario (as a going concern) rather than a liquidation scenario. In deriving a distressed enterprise value, Fitch applies a 15% discount to FDC's estimated operating EBITDA (adjusted for equity earnings in affiliates) of approximately $2.1 billion for the LTM ended Mar. 31, 2014. Fitch then applies a 6x distressed EBITDA multiple, which considers FDC's prior public trading multiple and that a stress event would likely lead to multiple contraction. As is standard with Fitch's recovery analysis, the revolver is fully drawn and cash balances fully depleted to reflect a stress event. The 'RR2' for FDC's secured bank facility and senior secured notes reflects Fitch's belief that 71%-90% recovery is realistic. The 'RR6' for FDC's second lien, senior and subordinated notes reflects Fitch's belief that 0% - 10% recovery is realistic. The 'CCC/RR6' rating for the subordinated notes reflects minimal recovery prospects in a distressed scenario. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to positive rating action include: -- Greater visibility and confidence in the potential for the company to access the public equity markets. Future developments that may, individually or collectively, lead to negative rating action include: -- If FDC were to experience sustained market share declines or if typical price compression accelerates; -- If the U.S. economy were to experience a sustained recession. Fitch rates FDC as follows: -- Long-term IDR 'B'; -- Senior secured revolving credit facility and term loans 'BB-/RR2'; -- Senior secured notes 'BB-/RR2'; -- Junior secured notes 'CCC+/RR6'; -- Senior unsecured notes 'CCC+/RR6'; -- Senior subordinated notes 'CCC/RR6'. The Rating Outlook is Stable. FIRST MARINER: Expects to Complete RKJS Merger This Month --------------------------------------------------------- First Mariner Bancorp's wholly owned subsidiary, 1st Mariner Bank, said that the Federal Deposit Insurance Corporation and the Maryland State Banking Commissioner approved the merger agreement among First Mariner Bancorp, the Bank and investor group RKJS Bank. Approval by the regulatory agencies was needed to complete the transaction, which is expected to close in the month of June. Upon the closing of the merger transaction the Company will receive $18,725,949 in proceeds, which will be utilized to satisfy administrative costs and expenses of the Company and to fund distributions to the Company's creditors and other stakeholders in accordance with a Chapter 11 plan of liquidation, which will be proposed by the Company and will be subject to Bankruptcy Court approval. The Company does not anticipate that any proceeds will be available to stockholders. 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. FOUR OAKS: Stockholders Elected 8 Directors ------------------------------------------- Four Oaks Fincorp, Inc., held its annual meeting of shareholders on June 9, 2014, at which the shareholders: (1) elected Robert Gary Rabon, William J. Edwards, Percy Y. Lee, Ayden R. Lee, Jr., Warren L. Grimes, Michael A. Weeks, Dr. R. Max Raynor, Jr., and Paula Canaday Bowman to the Company's Board of Directors; (2) ratified the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2014; and (3) approve, on an advisory (nonbinding) basis, the compensation of the Company's executive officers. About Four Oaks Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is the bank holding company for Four Oaks Bank & Trust Company. The Company has no significant assets other than cash, the capital stock of the bank and its membership interest in Four Oaks Mortgage Services, L.L.C., as well as $1,241,000 in securities available for sale as of Dec. 31, 2011. Four Oaks reported a net loss of $350,000 in 2013, a net loss of $6.96 million in 2012 and a net loss of $9.09 million in 2011. The Company's balance sheet at March 31, 2014, showed $816.22 million in total assets, $791.81 million in total liabilities and a $24.40 million in total stockholders' equity. Written Agreement "In late May 2011, the Company and the Bank entered into a formal written agreement (the "Written Agreement") with the Federal Reserve Bank of Richmond (the "FRB") and the North Carolina Office of the Commissioner of Banks (the "NCCOB"). Under the terms of the Written Agreement, the Bank developed and submitted for approval, within the time periods specified, plans to: * revise lending and credit administration policies and procedures at the Bank and provide relevant training; * enhance the Bank's real estate appraisal policies and procedures; * enhance the Bank's loan grading and independent loan review programs; * improve the Bank's position with respect to loans, relationships, or other assets in excess of $750,000, which are now or in the future become past due more than 90 days, are on the Bank's problem loan list, or adversely classified in any report of examination of the Bank; and * review and revise the Bank's policy regarding the Bank's allowance for loan and lease losses and maintain a program for the maintenance of an adequate allowance. A material failure to comply with the terms of the Written Agreement could subject the Company to additional regulatory actions and further restrictions on its business. These regulatory actions and resulting restrictions on the Company's business may have a material adverse effect on its future results of operations and financial condition," the Company said in its quarterly report for the period ended March 31, 2014. GARLOCK SEALING: Hid Evidence In Asbestos Suits, Court Told ----------------------------------------------------------- Law360 reported that Garlock Sealing Technologies LLC won a landmark ruling that slashed its liability to asbestos victims by concealing evidence that it had extensive knowledge of the plaintiffs' sources of exposure to the carcinogenic mineral, a North Carolina bankruptcy court heard. According to the report, in a motion, the official committee of asbestos personal injury claimants argued that new evidence showed that Garlock had "copious, specific and probative evidence" about the sources of plaintiffs' exposures to asbestos, and argued that Garlock was using discovery from 15 resolved cases to paint with a broad brush the plaintiffs' strategy in more than 10,000 cases from the 2000s. Matthew Daneman, writing for Democrat & Chronicle, said the fight revolves around a ruling by Judge Hodges in January that the company would likely have to pay no more than $125 million to settle any current and future mesothelioma claims against it -- mesothelioma being a rare cancer of the lining around the lungs. A pair of bankruptcy committees of attorneys representing plaintiffs or future plaintiffs against Garlock had argued for a figure in excess of $1 billion, the report said. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. Judge George Hodges of the United States Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against EnPro Industries' Garlock Sealing Technologies LLC subsidiary at $125 million, consistent with the positions GST put forth at trial. GENERAL MOTORS: Cathy Clegg to Head North America Manufacturing --------------------------------------------------------------- Maria Armental, writing for The Wall Street Journal, reported that General Motors Co. said Cathy Clegg will take over as vice president of North American manufacturing as the Detroit auto maker refocuses operations in the wake of a series of recalls. The appointment takes effect July 1, according to the Journal. According to the report, the shake-up comes at a time when the Detroit auto maker faces intense scrutiny over its decade-long failure to recall defective cars over ignition-switch defects. 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. GM FINANCIAL: Sells Largest Subprime Bond Since 2007 ---------------------------------------------------- Al Yoon, writing for The Wall Street Journal, reported that General Motors Financial Co., the consumer lending unit of General Motors Co., priced its largest bond backed by subprime auto loans since 2007, garnering the lowest yields in more than a year, relative to an interest rate benchmark. According to the report, citing people familiar with the deal, the firm increased the size of its offering by $200 million to $1.4 billion, just shy of its $1.5 billion issue it sold in July 2007. The issue is the latest sign that investors are seeking riskier securities for their extra yield as interest rates remain low, the Journal said. GRIDWAY ENERGY: Court Approves Sale, Settlement with Creditors -------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Gridway Energy Holdings, Inc., et al., to sell their assets to Platinum Partners Value Arbitrage Fund LP and approved the global settlement with the Official Committee of Unsecured Creditors, Vantage Commodities Financial Services I, LLC, and EDF Trading North America LLC. The Purchaser will pay $32.8 million, besting Vantage's $32 million stalking horse bid at an auction. Vantage, the Debtors' secured lender, would have purchased the assets mostly in exchange for debt if there were no competing bids. Vantage supplied $122 million in financing for the Chapter 11 effort. The settlement would establish a trust with up to $1.5 million to take care of the Committee's professional fees and expenses, as well as non-ordinary course administrative claims. The settlement allows the company to proceed toward selling the remaining assets in a secondary sale under procedures to be determined, Bill Rochelle, the bankruptcy columnist for Bloomberg News, said. According to Law360, Judge Sontchi denied the objection raised by the U.S. Trustee to the global settlement, holding that although he shared the U.S. Trustee's concerns with the settlement, he would approve it in light of the facts in the case, namely that rejection of the pact threatened to derail a sale that was both necessary and ready to go. About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed the bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors are represented by Michael R. Nestor, Esq., Joseph M. Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A. Salzberg, Esq., at Patton Boggs LLP. They employed Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. The Creditors' Committee is represented by Sharon Levine, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group LLC. Vantage is represented in the case by Ingrid Bagby, Esq., David E. Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. GSE ENVIRONMENTAL: Confirmation Hearing on July 25 -------------------------------------------------- The Bankruptcy Court approves the disclosure statement filed by GSE Environmental Inc. for its plan of reorganization. The Court sets these dates with respect to solicitation of votes and plan objections: Event Date ----- ---- Voting Record Date June 11, 2014 Solicitation Deadline June 18, 2014 Publication Notice June 18, 2014 Plan Supplement Filing July 11, 2014 Voting Deadline July 18, 2014 Plan Objection Deadline July 18, 2014 Voting Report to be filed July 22, 2014 Confirmation Brief to be filed July 23, 2014 The hearing at which the Court will consider confirmation of the plan will commence at 10:30 a.m., prevailing Eastern Time, on July 25, 2014. Based on the plan, claimants' ability to vote and distribution depend on the kind of claims or interests held. As required under Section 1123(a)(1) of the Bankruptcy Code, administrative claims, dip facility claims, and priority tax claims have not been classified. These claims must be satisfied in full in cash. Administrative claims, dip facility claims, and priority tax claims are not entitled to vote to accept or reject the Plan and are conclusively presumed to have accepted the plan. The remainder of claims and interests are classified into these following classes: Voting Projected Estimated Class Claims/Interest Rights Recovery Claims ----- --------------- ------ --------- --------- 1 Other Priority No 100% $0 2 Other Secured No 100% $1.7M 3 First Lien Secured Yes 100% New Equity $173.4M 4 Qualified Unsecured Trade Yes 100% $4.3M 5 General Unsecured Yes 2.4%-100% $1M to $41M 6 Section 510(b) No 0% $0 7 Intercompany No 100% / 0% N/A 8 Intercompany Interests No 100% / 0% N/A 9 Parent Equity Interests No 0% $0 The Court has established July 7, 2014, at 5:00 p.m., prevailing Eastern time, as the claims bar date for general unsecured claims. Among the requirements for the confirmation of the plan are that the plan: (a) is accepted by all impaired classes of claims and interests, or if rejected, that the plan does not discriminate unfairly and is fair and equitable as to that class; (b) is feasible; and (c) is in the best interests of holders of claims and interests that are impaired under the plan. GSE Environmental is represented by: Laura Davis Jones Timothy P. Cairns PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: ljones@pszjlaw.com tcairns@pszjlaw.com - and - Patrick J. Nash, Jr., P.C., Esq. Jeffrey D. Pawlitz, Esq. Bradley Thomas Giordano, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: patrick.nash@kirkland.com jeffrey.pawlitz@kirkland.com bradley.giordano@kirkland.com About GSE Environmental GSE Environmental -- http://www.gseworld.com-- is a global manufacturer and marketer of geosynthetic lining solutions, products and services used in the containment and management of solids, liquids and gases for organizations engaged in waste management, mining, water, wastewater and aquaculture. Headquartered in Houston, Texas, USA, GSE maintains sales offices throughout the world and manufacturing facilities in the US, Chile, Germany, Thailand, China and Egypt. GSE Environmental, Inc. and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11126) on May 4, 2014 as part of a restructuring support agreement with their lenders. The Debtors are seeking joint administration of their Chapter 11 cases. GSE announced an agreement with its lenders to restructure its balance sheet by converting all of its outstanding first lien debt to equity, leaving the Company well-positioned for long-term growth and profitability. The Company has tapped Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP as counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Moelis & Company, as financial advisor. The first lien lenders are represented by Wachtell, Lipton, Rosen & Katz. Prime Clerk is the Debtors' claims agent. Cantor Fitzgerald Securities as agent for a consortium of DIP lenders is represented by Nathan Z. Plotkin, Esq., at Shipman & Goodwin LLP, in Hartford, Connecticut. The DIP Lenders are represented by Scott K. Charles, Esq., Emily D. Johnson, Esq., and and Neil K. Chatani, Esq., at Wachtell, Lipton, Rosen & Katz, in New York. The local Delaware counsel to the DIP Lenders and the DIP Agent is Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. GSE Environmental's non-U.S. subsidiaries are not included in the U.S. Chapter 11 filings and will continue to operate in the ordinary course without interruption. HEDWIN CORP: BofA Withdraws Opposition to EisnerAmper Employment ---------------------------------------------------------------- Bank of America, N.A., has withdrawn its opposition to the application of Hedwin Corporation's Official Committee of Unsecured Creditors for an order authorizing and approving the retention of EisnerAmper LLP as accountants and financial advisors to the Committee. Bank of America noted that it did not hire a separate accountant or financial advisor in connection with the bankruptcy case, and instead relied upon the substantial and thorough financial information and analysis prepared by or under the supervision of Charles S. Deutchman, the Debtor's Chief Restructuring Officer. Hedwin Corporation also disputed the Committee's need for a financial advisor based on the peculiar circumstances associated with this case. The proposed scope of services in the application is unnecessary and duplicative of services already available to the Committee and therefore the Application should be denied. The Debtor said it has provided the Committee complete access to a data room which contains over 400 financial and legal documents. The Committee has also been provided with full access to CRO Deutchman to provide explanations or detailed analyses of specific matters related to the case. The Debtor said there is not an ongoing need for the Committee to hire a financial advisor. The Asset Purchase Agreement provides that the debts of all trade creditors will be assumed by the Buyer. With one exception, the Committee is comprised of trade creditors who will shortly receive full payment on their claims. Finally, all avoidance actions, which are typically prosecuted by the Committee in most cases, are being released as part of the sale, as fully documented in the Asset Purchase Agreement. The Debtor said that the application represents the real possibility of unnecessary and wasteful expenses that will be paid for by the Estate with the dilution on impaired classes of creditors paying the brunt of these expenses by way of a direct discount on their recoveries. The services that EisnerAmper are requesting to perform are essentially the same as the services being provided by the CRO to whom the Committee has unfettered access. The Committee submitted an Omnibus Reply to the objections filed to its application to employ EisnerAmper. The Committee said the services to be provided by EisnerAmper will not be duplicative of the services provided by the Debtor's professionals. The Committee, as a "watchdog" in the Debtor's bankruptcy case, is entitled to unbiased financial analyses of the data provided by the Debtor and other issues in the case that relate to the rights and interests of general unsecured creditors. The Committee cannot simply accept the Debtor's assertions at face value. The Committee said that while this case has proceeded on an expedited basis, critical issues affecting the recovery of general unsecured creditors remain outstanding, including claims reconciliation, a "true up" of the purchase price as set forth in the Asset Purchase Agreement, and confirmation of a plan of liquidation. The Committee said that it has no desire to increase administrative expenses unnecessarily. In that regard, prior to the Debtor and the Bank needlessly ratcheting up the estate's expenses by filing objections, thereby necessitating this Reply, the Committee engaged in discussions with the Debtor and EisnerAmper. EisnerAmper agreed, as the result of those discussions, to discount its standard rates and cap its fees. Notwithstanding EisnerAmper's concessions, the Debtor insists that the Committee "leverage" the CRO to avoid the "possibility" of unnecessary administrative expenses. The Committee said that depriving it of its right to retain professionals on necessary terms to carry out its fiduciary duties is contrary to the Bankruptcy Code and established case law and would be unduly prejudicial to the interests of general unsecured creditors. To the extent a dispute arises regarding the benefit conferred by EisnerAmper in this case, that issue should be addressed when it seeks payment of its fees and not at this premature juncture. In its application, the Committee seeks to hire the firm to provide, among other things, these services: a. assist the Committee in analyzing the Debtor's assets, liabilities, the financial condition of the Debtor and the Debtor's operations and financial performance; b. review key pleadings and filings in connection with the bankruptcy case, including the Debtor's statement of financial affairs, chapter 11 schedules and financial budgets; and c. assist the Committee in analyzing budget to actual results. The firm's rates are: Professional Rates ------------ ----- Partners/Directors $425 - $520 Senior Managers/Managers $280 - $420 Senior Associates/Staff $160 - $275 Paraprofessionals $130 - $160 The Panel attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Hedwin funded the bankruptcy with a $6.5 million DIP facility from Bank of America. In May, the Debtors won final approval of the BofA loan. The Debtor also won authority to use cash collateral securing its prepetition indebtedness to BofA. The Debtor has secured indebtedness to BofA, as successor to LaSalle Business Credit, LLC, (a) principal in an amount not less than $4.98 million under prepetition revolving loans; and (b) principal in the amount of $600,000 under a prepetition term loan. The Debtor also has a subordinate debt obligation owed to ACP-I, L.P. in the amount of $3.20 million, exclusive of attorneys' fees, accrued interest or other fees. Subject only to the Carve Out, all Postpetition Obligations will be an allowed superpriority administrative expense claim with priority in the bankruptcy case and over all administrative expense claims specified in Sections 503(b) or 507(b) of the Bankruptcy Code. The Budget is amended to provide that the Carve Out for the Debtor's counsel will be $162,500, the Carve Out for Shared Management Resources, Ltd. will be $156,000 and the Carve Out for the Creditors Committee and its professionals will be $87,500. A full-text copy of the Final Order is available for free at: http://bankrupt.com/misc/HEDWIN_DIP_FinalOrder.pdf Attorneys for Bank of America, N.A. can be reached at: Linda V. Donhauser, Esq Kristen M. Siracusa, Esq. MILES & STOCKBRIDGE P.C. 100 Light Street Baltimore, MD 21202 Counsel for the Debtor can be reached at: Alan M. Grochal, Esq. Marissa K. Lilja, Esq. Tydings & Rosenberg, LLP 100 E. Pratt Street, 26th Floor Baltimore, MD 21202 Tel: (410) 752-9700 E-mail: agrochal@tydingslaw.com mlilja@tydingslaw.com About Hedwin Corporation Founded in 1946, Hedwin Corporation is a manufacturer of customized industrial plastic packaging, which it sells to wholesalers and distributors throughout the United States, Canada and Europe. Its manufacturing facility is located at 1600 Roland Heights Avenue, Baltimore, Maryland. It has a warehouse facility at 1700 West 41st Street, Baltimore, Maryland and a warehouse and assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada. All of the facilities are leased. As of the fiscal year end December 31, 2013, the Debtor had total assets of approximately $15 million. Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 14-151940) in Maryland on April 2, 2014, to sell its assets to Fujimori Kogyo Co., Ltd., absent higher and better offers. The Debtor is represented by Alan M. Grochal, Esq., Stephen M. Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings & Rosenberg, LLP, in Baltimore, Maryland. Shared Management Resources, Ltd.'s Charles S. Deutchman serves as chief restructuring officer. The U.S. Trustee for Region 4 appointed seven creditors to serve on the official committee of unsecured creditors. * * * At an auction held in May 2014, Fujimori Kogyo Co. ended up the successful bidder for Hedwin Corp., although an auction forced it to pay 36% more for the Baltimore maker of industrial packaging. In a deal reached before the bankruptcy filing, Fujimori agreed to pay $16.5 million and to retain all workers. During the auction, Interplast Group Inc. offered $22 million, but Fujimori won with a $22.2 million bid that included its $600,000 breakup fee and $250,000 in expense reimbursement. Judge Alquist on May 12 approved the sale to Fujimori. The sale was to close by the end of May. According to the docket, the deadline for filing proofs of claim is Aug. 5, 2014. The deadline for filing governmental proofs of claim is Sept. 29, 2014. The exclusive period to propose a plan expires July 31, 2014. HEDWIN CORP: Panel Can Tap Lowenstein Sandler as Counsel -------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy case of Hedwin Corporation, sought and obtained approval from the U.S. Bankruptcy Court to retain Lowenstein Sandler LLP as counsel to the Committee. Sharon L. Levine, Esq., a partner of Lowenstein Sandler, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Professional Hourly Rates ------------ ------------ Partners of the Firm $500-$985 Senior Counsel and Counsel $385-$685 Associates $275-$480 Paralegals and Assistants $160-$270 The Committee Chairperson can be reached at: John H. Forrey, Jr., President Specialty Industries, Inc. 175 East Walnut Street P.O. Box 330 Red Lion, PA 17356 Tel: (717) 246-4301 E-mail: jforrey@specialtyindustries.com About Hedwin Corporation Founded in 1946, Hedwin Corporation is a manufacturer of customized industrial plastic packaging, which it sells to wholesalers and distributors throughout the United States, Canada and Europe. Its manufacturing facility is located at 1600 Roland Heights Avenue, Baltimore, Maryland. It has a warehouse facility at 1700 West 41st Street, Baltimore, Maryland and a warehouse and assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada. All of the facilities are leased. As of the fiscal year end December 31, 2013, the Debtor had total assets of approximately $15 million. Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 14-151940) in Maryland on April 2, 2014, to sell its assets to Fujimori Kogyo Co., Ltd., absent higher and better offers. The Debtor is represented by Alan M. Grochal, Esq., Stephen M. Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings & Rosenberg, LLP, in Baltimore, Maryland. Shared Management Resources, Ltd.'s Charles S. Deutchman serves as chief restructuring officer. The U.S. Trustee for Region 4 appointed seven creditors to serve on the official committee of unsecured creditors. * * * At an auction held in May 2014, Fujimori Kogyo Co. ended up the successful bidder for Hedwin Corp., although an auction forced it to pay 36% more for the Baltimore maker of industrial packaging. In a deal reached before the bankruptcy filing, Fujimori agreed to pay $16.5 million and to retain all workers. During the auction, Interplast Group Inc. offered $22 million, but Fujimori won with a $22.2 million bid that included its $600,000 breakup fee and $250,000 in expense reimbursement. Judge Alquist on May 12 approved the sale to Fujimori. The sale was to close by the end of May. According to the docket, the deadline for filing proofs of claim is Aug. 5, 2014. The deadline for filing governmental proofs of claim is Sept. 29, 2014. The exclusive period to propose a plan expires July 31, 2014. HEDWIN CORP: Panel Can Retain Saul Ewing as Maryland Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in the chapter 11 case of Hedwin Corporation sought and obtained permission with the U.S. Bankruptcy Court to retain Saul Ewing LLP as Maryland counsel to the Committee nunc pro tunc to April 11, 2014. Billing Category Range ---------------- ----- Partners $350-$750 Special Counsel $300-$495 Associates $245-$425 Paraprofessionals $160-$275 The Committee anticipates that the majority of the legal services required by the Committee from Saul Ewing will be rendered by Maria Ellena Chavez-Ruark, Esq., a partner ($510 per hour) and Dipesh Patel, Esq., an associate ($315 per hour). Ms. Chavez-Ruark, a partner of the firm, attest that Saul Ewing is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Maryland Counsel for the panel can be reached at: Maria Ellena Chavez-Ruark, Esq. Saul Ewing LLP 500 East Pratt Street, 9th Floor Baltimore, MD 21202 Tel: (410) 332-8797 Fax: (410) 332-8074 E-mail: mruark@saul.com About Hedwin Corporation Founded in 1946, Hedwin Corporation is a manufacturer of customized industrial plastic packaging, which it sells to wholesalers and distributors throughout the United States, Canada and Europe. Its manufacturing facility is located at 1600 Roland Heights Avenue, Baltimore, Maryland. It has a warehouse facility at 1700 West 41st Street, Baltimore, Maryland and a warehouse and assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada. All of the facilities are leased. As of the fiscal year end December 31, 2013, the Debtor had total assets of approximately $15 million. Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 14-151940) in Maryland on April 2, 2014, to sell its assets to Fujimori Kogyo Co., Ltd., absent higher and better offers. The Debtor is represented by Alan M. Grochal, Esq., Stephen M. Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings & Rosenberg, LLP, in Baltimore, Maryland. Shared Management Resources, Ltd.'s Charles S. Deutchman serves as chief restructuring officer. The U.S. Trustee for Region 4 appointed seven creditors to serve on the official committee of unsecured creditors. * * * At an auction held in May 2014, Fujimori Kogyo Co. ended up the successful bidder for Hedwin Corp., although an auction forced it to pay 36% more for the Baltimore maker of industrial packaging. In a deal reached before the bankruptcy filing, Fujimori agreed to pay $16.5 million and to retain all workers. During the auction, Interplast Group Inc. offered $22 million, but Fujimori won with a $22.2 million bid that included its $600,000 breakup fee and $250,000 in expense reimbursement. Judge Alquist on May 12 approved the sale to Fujimori. The sale was to close by the end of May. According to the docket, the deadline for filing proofs of claim is Aug. 5, 2014. The deadline for filing governmental proofs of claim is Sept. 29, 2014. The exclusive period to propose a plan expires July 31, 2014. HDOS ENTERPRISES: Receives Green Light to Implement KERP -------------------------------------------------------- HDOS Enterprises received approval from U.S. Bankruptcy Judge Neil Bason to implement a key employee retention plan for 15 non- insider corporate-level employees. The KERP has been tailored to provide incentives to the employees to remain with the company and help it emerge from Chapter 11 protection. HDOS Chief Executive Officer Dan Smith had said that the bonuses under the retention plan are equal to approximately 30% of each employee's base salary and would be made on the date that is 30 days after either (i) the effective date of a plan of reorganization, or (ii) the closing of a going concern sale. HDOS estimates that the total aggregate payout under the KERP will be approximately $412,000. Each employee will qualify for a KERP bonus if he continues in HDOS' employ through the date the company requires his services and is not terminated for "cause," and if he executes a written release of all claims against the company's estate. About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D. Cal.). The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq., at Friedman Law Group, P.C., in Los Angeles, California. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, serves as claims, noticing and balloting agent. The Law Offices of Brian H. Cole serves as special counsel. The petition was signed by Dan Smith, president and CEO. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee retained Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HYPERTENSION DIAGNOSTICS: Suspending Filing of Reports with SEC --------------------------------------------------------------- Hypertension Diagnostics, Inc., filed with the U.S. Securities and Exchange Commission a Form 15 to terminate the registration of its common stock, $0.01 par value per share, under Section 12(g) of the Securities Exchange Act of 1934. As of June 10, 2014, there were only 146 holders of the Common Shares. As a result of the Form 15 filing, the Company is not anymore obligated to file periodic reports with the SEC. About Hypertension Diagnostics Minnetonka, Minnesota-based Hypertension Diagnostics, Inc., was previously engaged in the design, development, manufacture and marketing of proprietary devices. In August 2011, the Company sold its medical device inventory, subleased its office and manufacturing facility, and entered into a limited license agreement with a company controlled by Jay Cohn, a founder and at that time, a director of the Company. In September 2011, the Company formed HDI Plastics Inc. ("HDIP"), a wholly owned- subsidiary, leased a facility for warehouse and processing of recycled plastic, purchased selected manufacturing assets and began engaging in the business of plastics reprocessing in Austin, Tex. On March 29, 2012, the Company ceased operations at the Austin facility and it is currently seeking to relocate the processing facility to a new location. The Company currently has a plan to resume production around Feb. 1, 2013, assuming adequate capital is obtained to do so. As reported in the TCR on Oct. 2, 2012, Moquist Thorvilson Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial doubt about Hypertension's ability to continue as a going concern. The independent auditors noted that the Company had net losses for the years ended June 30, 2012, and 2011, and has a stockholders' deficit at June 30, 2012. The Company's balance sheet at March 31, 2013, showed $1.06 million in total assets, $2.49 million in total liabilities and a $1.42 million total shareholders' deficit. ISTAR FINANCIAL: To Sell $1.3 Billion of Senior Notes ----------------------------------------------------- iStar Financial Inc. filed a free writing prospectus with the U.S. Securities and Exchange Commission in connection with the offering of $550,000,000 4.00% senior unsecured notes due 2017 and $770,000,000 5.00% senior notes due 2019. Interest on the 2017 Notes will be payable semi-annually on May 1 and November 1, commencing Nov. 1, 2014; interest to accrue from June 13, 2014. Interest on the 2019 Notes will be payable semi-annually on July 1 and January 1, commencing Jan. 1, 2015; interest to accrue from June 13, 2014. The Issuer intends to use the net proceeds from the offering of the 2017 Notes and the 2019 Notes, together with cash on hand, to repay in full the approximately $1.32 billion outstanding balance under, and terminate, the 2013 Credit Agreement. Joint Bookrunners of the offering are Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and J.P. Morgan Securities LLC. A full-text copy of the prospectus is available for free at: http://is.gd/5BTWmd About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. As of March 31, 2014, the Company had $5.48 billion in total assets, $4.21 billion in total liabilities, $11.35 million in redeemable noncontrolling interest and $1.26 billion in total equity. * * * In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default rating and revised the outlook to "positive" from "stable." The revision of the outlook to positive is based on the company's demonstrated access to the unsecured debt market, which, combined with certain secured debt refinancings, have significantly improved SFI's near-term debt maturity profile. As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to B2 from B3. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. LABORATORY PARTNERS: Gets More Time to Decide on Leases ------------------------------------------------------- Laboratory Partners, Inc., has asked the Bankruptcy Court for the District of Delaware to extend the deadline by which the Debtor must assume or reject unexpired leases of nonresidential real property. At the time the voluntary petition was filed on October 25, 2013, the Debtor was the lessee under 38 leases of non-residential real estate. Since that time, the Debtor has rejected one lease and assigned 12 leases. The Court previously extended the deadline to May 27, 2014. The Debtor has not made a final determination as to the remaining leases, and the Debtor has requested the consent of its respective landlords to a further extension in accordance with Sec. 365(d)(4)(B) of the Bankruptcy Code. Any extensions would become effective upon the Debtor's receipt of extension stipulations from each of the applicable landlords, and each extension would only be for the period to which each landlord agrees. Hon. Peter J. Walsh, Bankruptcy Judge for the District of Delaware, approved the Debtor's request for an extension on June 11, 2014. About Laboratory Partners Laboratory Partners Inc., a Cincinnati-based provider of lab and pathology services, and several affiliates filed petitions for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on Oct. 25, 2013, in Delaware. In its assets, the Debtor disclosed $43,034,702.91 in total assets and at least $132,357,067.42 (plus unknown) in total liabilities. The debtor-affiliates are Kilbourne Medical Laboratories, Inc., MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc., and Pathology Associates of Terre Haute, Inc. Certain of the Debtors do business as MEDLAB. Judge Peter J. Walsh presides over the case. The Debtors are represented by Robert J. Dehney, Esq., Derek C. Abbott, Esq., Andrew R. Remming, Esq., and Ann R. Fay, Esq., at Morris, Nichols, Arsht, and Tunnell, LLP in Wilmington, Delaware; and Leo T. Crowley, Esq., Jonathan J. Russo, Esq., and Margot Erlich, Esq., at Pillsbury, Winthrop, Shaw, Pittman, LLP in New York, NY. BMC Group Inc. serves as claims and administrative agent. Duff & Phelps Securities LLC serves as the Debtors' investment bankers. The Official Committee of Unsecured Creditors has retained Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group LLC, as financial advisors. * * * In March 2014, the Bankruptcy Court authorized the Debtors to sell their so-called "Talon Division," which refers to the clinical laboratory and anatomic pathology services to (i) physicians, physician officers and medical groups in Indiana, Illinois, and (ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to Laboratory Corporation of America Holdings for $10.5 million. An auction was cancelled after the Debtors received no competing bid during the bid deadline. The Court also authorized the Debtors to sell certain of their assets relating to their nuclear medicine business to Union Hospital, Inc. In June 2014, the Debtors won Court approval to sell its long-term care division to Amerathon LLC for a $5.5 million credit bid. Amerathon is a joint venture between American Health Associates, Inc., and the Debtor's prepetition senior secured lender. The U.S. Bankruptcy Court has approved the disclosure statement explaining Laboratory Partners, Inc.'s Chapter 11 plan and scheduled a July 9, 2014, confirmation hearing. The Plan provides that only the prepetition lender holding secured claims is entitled to vote. The rest of the creditors, including general unsecured creditors, are unimpaired, will receive nothing under the Plan, and are not entitled to vote. A full-text copy of the Disclosure Statement dated May 21 is available at http://bankrupt.com/misc/MEDLABds0521.pdf LOEHMANN'S HOLDINGS: Disclosure Statement Approved -------------------------------------------------- The U.S. Bankruptcy Court approved Loehmann's Holdings' (nka LHI Liquidation Co.) Revised Version of the First Amended Disclosure Statement related to the Company's Joint Plan of Liquidation, filed May 28, 2014, and scheduled a July 22, 2014 hearing to consider confirmation of the Plan, BankruptcyData reported. The Plan, according to Bill Rochelle, the bankruptcy columnist for Bloomberg News, was supported by the Official Committee of Unsecured Creditors and some junior secured lenders. Unsecured creditors are predicted to recover 1.01 percent to 1.17 percent on claims of about $46 million, according to disclosure materials, thanks to a settlement between second-lien lenders and the creditors' committee under which the class will receive a small "gift," Mr. Rochelle said. Second-lien lenders, the only other class to vote, are to recover 39.78 percent to 46.24 percent on claims of about $14.5 million, while senior secured debt will be paid in full, Mr. Rochelle added. Third-lien lenders owed about $72 million and shareholders get nothing, the Bloomberg columnist said. About Loehmann's Discount retailer Loehmann's Holdings Inc., and two affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-14050) on Dec. 15, 2013. This is Loehmann's third bankruptcy filing, but this time it will be a liquidation with going-out-of-business sales. The first bankruptcy was a 14-month Chapter 11 reorganization completed in September 2000. At the time the chain had 44 stores in 17 states. The second bankruptcy culminated in a reorganization plan implemented in March 2011. It was acquired by Istithmar in July 2006 in a $300 million transaction. Loehmann's, based in the Bronx borough of New York City, operated 39 stores in 11 states as of the 2013 bankruptcy filing. In the new Chapter 11 case, Loehmann's disclosed assets and debt both totaling $96.7 million. The debt includes $4.3 million on a first-lien credit agreement with Wells Fargo Bank NA as agent, not including about $9 million in letters of credit. Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, serves as counsel to the Debtors; Canaccord Genuity Inc. is the investment banker; Clear Thinking Group LLC is the restructuring advisor; and Epiq Bankruptcy Solutions LLC is the claims and notice agent. On Dec. 23, 2013, the Office of the United States Trustee for Region 2 appointed the Committee, consisting of C2 Imaging LLC, DDR Corp., Fownes Brothers & Co., Juicy Couture, National Retail Consolidators, Regency Centers L.P., and Rutherford JV. On Dec. 30, 2013, Fownes Brothers & Co. resigned from the Committee. On Jan. 2, 2014, the U.S. Trustee filed a notice adding CHL Design Forum Ltd. to the Committee. The Committee selected James S. Carr, Esq., Robert L. LeHane, Esq., and Benjamin D. Feder, Esq., at Kelley Drye & Warren LLP as its proposed legal advisors and FTI Consulting, Inc. as its financial advisors. Loehmann's held auctions on Jan. 3 and 4, 2014. A joint venture among SB Capital Group LLC, Tiger Capital Group LLC and A&G Realty Partners LLC acquired the rights to conduct going-out-of-business sales by buying inventory, furniture, fixtures, accounts receivable and cash. They bid $19 million. Madison Capital Holdings LLC won the auction for the lease- designation rights, and can look for other retailers to take over Loehmann's leases. Esopus Creek Advisors LLC won the auction for intellectual property. Loehmann's hasn't disclosed the size of the winning bids, according to Bloomberg News. On Jan. 7, 2014, the U.S. Bankruptcy Court authorized the joint venture of SB Capital, Tiger Capital and A & G Realty to conduct "Going Out of Business" sales in each of Loehmann's 39 locations in 11 states and the District of Columbia. The GOB sales began Jan. 9. MASON COPPELL: Dennis Faulkner Named as Ch. 11 Trustee ------------------------------------------------------ The U.S. Trustee requested that the Court approve the appointment of Dennis Faulkner as the Trustee in Mason Coppell OP, Inc's Chapter 11 case. Faulkner is employed by Lain, Faulkner and Company, PC of Dallas, Texas. The U.S. Trustee chose Faulkner after consulting with various counsel in the case, namely Joe Marshall, Esq., at Munsch, Hardt, Koft, and Harr, PC of Dallas Texas and Jonathan Covin, Esq. of Wick, Phillips, Gould, and Martin LLP of Dallas, Texas, attorneys for the Debtor, and Mark Andrews, Esq. of Cox Smith Matthews Inc. of Dallas, representing the Unsecured Creditors' Committee, and Jonathan E. Aberman, Esq. of Vedder Price, PC of Chicago, Illinois, counsel for Oxford Finance LLC. The Court approved the appointment of Faulkner on June 4, 2014. The Chapter 11 Trustee may be reached at: Dennis Faulkner LAIN, FAULKNER & CO., P.C. 400 N. St. Paul, Suite 600 Dallas, Texas 75201 Tel: 214-720-1929 E-mail: dfaulkner@lainfaulkner.com 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. MASON COPPELL: Ch. 11 Trustee Hires Reid Collins as Attorneys ------------------------------------------------------------- Dennis Faulkner, the Chapter 11 trustee of Mason Coppell OP, LLC, asks for permission from the Hon. Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas to employ Reid Collins & Tsai LLP as his attorneys, effective June 2, 2014. The Trustee requires Reid Collins to: (a) assist the Trustee in carrying out its duties, rights and obligations under the Bankruptcy Code and the Bankruptcy Rules; (b) advise and assist the Trustee in connection with any potential disposition of assets to the extent necessary; (c) assist the Trustee in the examination of the Debtors' schedules and proofs of claim filed against the Debtors to determine whether any scheduled or asserted claims are objectionable or otherwise improper; (d) assist the Trustee in analyzing potential avoidance actions and supplying support for payment history and invoicing; (e) prepare on behalf of the Trustee all motions, applications, answers, orders, reports, and other legal papers and documents necessary to represent him; (f) advise the Trustee in the preparation of a plan and accompanying disclosure statement, and amendments to the plan or disclosure statement, any related agreements and documents, and take any necessary action on behalf of the Trustee to obtain confirmation of a plan serving the best interests of the estates and their unsecured creditors; (g) appear before this Court and any state courts and appellate courts, as necessary, on behalf of the Trustee to protect the interests of the estates and their unsecured creditors before such courts; and (h) perform all other legal services and provide all other legal advice to the Trustee in connection with these cases as may be required or necessary. Reid Collins will be paid at these hourly rates: Eric D. Madden $495 R. Adam Swick $450 Associates $270-$400 Paraprofessionals $120-$180 Reid Collins will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric D. Madden, partner of Reid Collins, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Northern District of Texas will hold a hearing on the application on July 17, 2014, at 9:30 a.m. Objections, if any, are due June 30, 2014, at 4:00 p.m. Reid Collins can be reached at: Eric D. Madden, Esq. REID COLLINS & TSAI LLP 1601 Elm Street, 49th Floor Dallas, Texas 75201 Tel: (214) 420-8900 Fax: (214) 420-8909 E-mail: emadden@rctlegal.com 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. MASON COPPELL: Ch. 11 Trustee Taps Lain Faulkner as Accountants --------------------------------------------------------------- Dennis Faulkner, the Chapter 11 trustee of Mason Coppell OP, LLC asks for permission from the Hon. Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas to employ Lain, Faulkner & Co., P.C. as accountants for the Chapter 11 Trustee, effective Jun. 2, 2014. The Chapter 11 Trustee requires Lain Faulkner to: (a) assist the Trustee in the gathering of the Debtors' Financial information and in the analysis of the Debtors' financial position, assets, and liabilities; (b) advise and assist the Trustee in connection with any potential disposition of assets; (c) assist the Trustee in the examination of the Debtors' schedules and proofs of claim filed against the Debtors to determine whether any scheduled or asserted claims are objectionable or otherwise improper; (d) assist the Trustee in analyzing potential avoidance actions and supplying support for payment history and invoicing; (e) assist the Trustee in the resolution of tax matters; (f) testify at any hearings or trials as to one or more of the matters set forth above as is determined to be necessary or appropriate; and (g) perform all other accounting services and provide all other financial advice to the Trustee in connection with these cases as may be required or necessary. Lain Faulkner will be paid at these hourly rates: Jason Rae, Shareholder $365 Aniza Rowe, Accounting Professional $240 Connie Smith, Staff Accountant $215 Shareholder $365-$450 CPA/Accounting Professional $250-$300 IT Professional $150-$215 Staff Accountant $80-$95 Lain Faulkner will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason Rae, shareholder of Lain Faulkner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Northern District of Texas will hold a hearing on the application on July 17, 2014, at 9:30 a.m. Objections, if any, are due June 30, 2014, at 4:00 p.m. Lain Faulkner can be reached at: Jason Rae LAIN FAULKNER & CO., P.C. 400 N. Saint Paul Street, Suite 600 Dallas, TX 75201 Tel: (214) 720-1929 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. MASON COPPELL: Trustee Hires Munsch Hardt as Special Counsel ------------------------------------------------------------ Dennis Faulkner, the Chapter 11 trustee of Mason Coppell OP, LLC, asks for permission from the Hon. Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas to employ Munsch Hardt Kopf & Harr, P.C. as special counsel for the Trustee, effective Jun. 2, 2014. The Chapter 11 Trustee requires Munsch Hardt to: (a) consult with and advise the Trustee with respect to his initial administrative and post-closing tasks; (b) assist the Trustee with respect to initial budgeting and continued use of cash collateral; (c) assist and advise the Trustee on a limited basis with respect to plan formulation and implementation; (d) prepare on behalf of the Trustee certain motions, applications, answers, orders, reports, and other legal papers and documents necessary to the administration of the Estates to the extent the firm is already familiar with the relevant issues and Munsch Hardt's participation would be more efficient and expedient for the Trustee; (e) appear before this Court and any state courts and appellate courts, as necessary, on behalf of the Trustee to protect the interests of the Estates and the Trustee; and (f) perform other legal services for the Trustee in connection with the Bankruptcy Cases as may be required or necessary to assist the Trustee in fulfilling his duties without duplicating the services provided by his primary bankruptcy counsel. Munsch Hardt will be paid at these hourly rates: Joe E. Marshall, Shareholder $420 Tim Million, Associate $335 Thomas D. Berghman, Associate $230 Munsch Hardt will also be reimbursed for reasonable out-of-pocket expenses incurred. Joe E. Marshall, shareholder of Munsch Hardt, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Northern District of Texas will hold a hearing on the application on July 17, 2014, at 9:30 a.m. Objections, if any, are due June 30, 2014, at 4:00 p.m. Munsch Hardt can be reached at: Joe E. Marshall, Esq. MUNSCH HARDT KOPF & HARR, P.C. 3800 Ross Tower 500 N. Akard St. Dallas, TX 75201 Tel: (214) 855-7500 Fax: (214) 978-4365 E-mail: jmarshall@munsch.com 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. MICHAELS STORES: Plans to Sell $250 Million Senior Notes -------------------------------------------------------- Michaels Stores, Inc., and certain of its subsidiaries, as guarantors, entered into a Purchase Agreement with Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Barclay Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Guggenheim Securities, LLC and Macquarie Capital (USA) Inc., relating to the sale of an additional $250,000,000 aggregate principal amount of its 5 7/8% senior subordinated notes due Dec. 15, 2020. These notes will be issued as part of the same series as the $260 million of 5 7/8% senior subordinated notes due 2020 issued in December 2013. The Company intends to use the net proceeds from this offering to redeem a portion of its outstanding 7 3/4% senior notes due 2018 and to pay the applicable redemption premium, accrued and unpaid interest and related fees and expenses. The Company is also seeking additional term loans in an aggregate principal amount of $850 million, which, if obtained, it plans to use to redeem the remainder of its outstanding 2018 notes and to pay the applicable redemption premium, accrued and unpaid interest and related fees and expenses. As of May 3, 2014, an aggregate amount of $1.01 billion was outstanding under the 2018 notes. The consummations of the proposed notes offering and additional term loans are subject to market and other conditions. The term loans will also be subject to the closing of an IPO by The Michaels Companies, Inc. There is no assurance that the Company will obtain the additional term loans or redeem the remainder of the 2018 notes. Additional information is available for free at: http://is.gd/vPFoCP About Michaels Stores Headquartered in Irving, Texas, Michaels Stores, Inc., is the largest arts and crafts specialty retailer in North America. As of March 9, 2009, the Company operated 1,105 "Michaels" retail stores in the United States and Canada and 161 Aaron Brothers Stores. Michaels Stores reported net income of $264 million for the fiscal year ended Feb. 1, 2014, as compared with net income of $200 million for the fiscal year ended Feb. 2, 2013. The Company's balance sheet at May 3, 2014, showed $1.70 billion in total assets, $3.64 billion in total liabilities and a $1.94 billion total stockholders' deficit. * * * Michaels Stores carries a 'B2' corporate family rating from Moody's Investors Service and 'B' corporate credit rating from Standard & Poor's Ratings Services. As reported by the TCR on June 5, 2014, Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Irving, Texas-based specialty retailer Michaels Stores Inc. MAUI LAND: Has $3.5 Million Loan Agreement with Hawaiian Bank ------------------------------------------------------------- Maui Land & Pineapple Company, Inc., entered into a Loan Agreement with First Hawaiian Bank providing the Company with a $3.5 million revolving line of credit for general working capital and corporate purposes. The Loan Agreement matures on June 5, 2015. Borrowings under the revolving line of credit bear interest at the Bank's Prime Rate and the credit facility is secured by an approximately 1.1 acre property and building in the Kapalua Resort commonly known as the Honolua Store. In connection with entering into the Loan Agreement, the Company made a $1.9 million paydown to release the Honolua Store from the collateral held under its Wells Fargo Bank credit facility. A full-text copy of the Loan Agreement is available for free at: http://is.gd/nblU6V About Maui Land & Pineapple Co. Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and operates retail, utility operations, and a nature preserve at the Kapalua Resort. The Company's principal subsidiary is Kapalua Land Company, Ltd., the operator and developer of Kapalua Resort, a master-planned community in West Maui. Maui Land reported a net loss of $1.16 million on $15.21 million of total operating revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.60 million on $13.57 million of total operating revenues in 2012. As of Dec. 31, 2013, the Company had $53.75 million in total assets, $80.98 million in total liabilities and a $27.23 million stockholders' deficiency. Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The indepdendent auditors noted that the Company's recurring negative cash flows from operations and deficiency in stockholders' equity raise substantial doubt about the Company's ability to continue as a going concern. MOMENTIVE PERFORMANCE: FTI Approved as Panel's Financial Adviser ---------------------------------------------------------------- Bankruptcy Judge Robert D. Drain authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of MPM Silicones, LLC, et al., to retain FTI Consulting, Inc., together with its wholly owned subsidiaries as financial advisor. According to the Committee, FTI will use its best efforts to avoid any duplication of services provided by any of the Committee's other retained professionals in the Chapter 11 cases. About Momentive Performance Momentive Performance is one of the world's largest producers of silicones and silicone derivatives, and is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of which 46% of the Company's employees are members of a labor union or are represented by workers' councils that have collective bargaining agreements. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.114 billion of consolidated outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC is the notice and claims agent. The U.S. Trustee for Region 2 appointed seven members to serve on the Official Committee of Unsecured Creditors of the Debtors' cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its counsel. FTI Consulting, Inc., serves as its financial advisor. Rust Consulting Omni Bankruptcy serves as its information agent. MOMENTIVE PERFORMANCE: Klee Tuchin Okayed as Panel's Counsel ------------------------------------------------------------ The Bankruptcy Court authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of MPM Silicones, LLC, et al., to retain Klee, Tuchin, Bogdanoff & Stern LLP as its counsel nunc pro tunc to April 22, 2014. To the best of the Committee's knowledge, Klee Tuchin is a "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. About Momentive Performance Momentive Performance is one of the world's largest producers of silicones and silicone derivatives, and is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of which 46% of the Company's employees are members of a labor union or are represented by workers' councils that have collective bargaining agreements. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.114 billion of consolidated outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC is the notice and claims agent. The U.S. Trustee for Region 2 appointed seven members to serve on the Official Committee of Unsecured Creditors of the Debtors' cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its counsel. FTI Consulting, Inc., serves as its financial advisor. Rust Consulting Omni Bankruptcy serves as its information agent. MOMENTIVE PERFORMANCE: Rust Approved as Panel's Information Agent ----------------------------------------------------------------- The Bankruptcy Court authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of MPM Silicones, LLC, et al., to retain Rust Consulting Omni Bankruptcy as its information agent. According to the Committee, the reasonable fees and expenses of Rust Omni will be paid directly to Rust Omni by the Debtors' estates without further Court order. To the extent any party raises an objection to Rust Omni's monthly invoices, the parties will meet and confer in an attempt to resolve the dispute, and the parties may seek resolution of the matter from the Court if such consensual resolution is not achieved. About Momentive Performance Momentive Performance is one of the world's largest producers of silicones and silicone derivatives, and is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of which 46% of the Company's employees are members of a labor union or are represented by workers' councils that have collective bargaining agreements. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.114 billion of consolidated outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC is the notice and claims agent. The U.S. Trustee for Region 2 appointed seven members to serve on the Official Committee of Unsecured Creditors of the Debtors' cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its counsel. FTI Consulting, Inc., serves as its financial advisor. Rust Consulting Omni Bankruptcy serves as its information agent. MOMENTIVE PERFORMANCE: May Hire Wilkie Farr as Bankruptcy Counsel ----------------------------------------------------------------- Bankruptcy Judge Robert D. Drain authorized MPM Silicones, LLC, et al., to employ Willkie Farr & Gallagher LLP under a general retainer as bankruptcy counsel. Momentive Performance is one of the world's largest producers of silicones and silicone derivatives, and is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of which 46% of the Company's employees are members of a labor union or are represented by workers' councils that have collective bargaining agreements. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.114 billion of consolidated outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC is the notice and claims agent. The U.S. Trustee for Region 2 appointed seven members to serve on the Official Committee of Unsecured Creditors of the Debtors' cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its counsel. FTI Consulting, Inc., serves as its financial advisor. Rust Consulting Omni Bankruptcy serves as its information agent. MOMENTIVE PERFORMANCE: Jefferies Approved as Investment Banker -------------------------------------------------------------- The Bankruptcy Court authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of MPM Silicones, LLC, et al., to retain Jefferies LLC as investment banker nunc pro tunc to April 22, 2014. Objections were filed to the Jefferies engagement by the Debtors. The Ad Hoc Committee of Second Lien Noteholders and Apollo Global Management, LLC and certain of its affiliated funds filed joinders to the Debtors' objection. As reported in the Troubled Company Reporter on June 17, 2014, the Debtors objected to the $2.5 million fee payable to the firm if the court approves a plan that's acceptable to a majority of the committee, including at least one subordinated noteholder. The Jefferies engagement letter provides for Jefferies to receive a monthly fee of $150,000. Additionally, in the event that a chapter 11 plan is confirmed and consummated in the cases, the engagement letter provides for Jefferies to receive a transaction fee of $2,500,000. The Ad Hoc Committee of Second Lien Noteholders is represented by: Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. Eric K. Stodola, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP One Chase Manhattan Plaza New York, NY 10005-1413 Tel: (212) 530-5000 - and - Ira S. Dizengoff, Esq Philip C. Dublin, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 - and - Ashleigh L. Blaylock, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1333 New Hampshire Avenue, NW Washington, DC 20036 Tel: (202) 887-4000 Fax: (202) 887-4288 The Committee is represented by: Kenneth N. Klee, Esq. Lee R. Bogdanoff, Esq. Whitman L. Holt, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Tel: (310) 407-4000 Fax: (310) 407-9090 The Debtors are represented by: Matthew A. Feldman, Esq. Rachel C. Strickland, Esq. Jennifer J. Hardy, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 About Momentive Performance Momentive Performance is one of the world's largest producers of silicones and silicone derivatives, and is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of which 46% of the Company's employees are members of a labor union or are represented by workers' councils that have collective bargaining agreements. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.114 billion of consolidated outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC is the notice and claims agent. The U.S. Trustee for Region 2 appointed seven members to serve on the Official Committee of Unsecured Creditors of the Debtors' cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its counsel. FTI Consulting, Inc., serves as its financial advisor. Rust Consulting Omni Bankruptcy serves as its information agent. MONTANA ELECTRIC: Close To Securing Reorg Plan Approval ------------------------------------------------------- Law360 reported that a Montana bankruptcy judge indicated he plans to approve a reorganization plan for Southern Montana Electric Generation & Transmission Cooperative Inc., which will keep the insolvent power co-op in operation for another four years. According to minutes of a hearing at bankruptcy court in Billings, Montana, U.S. Bankruptcy Judge Ralph B. Kirscher said the plan will be confirmed once a proposed order and supporting documents have been submitted, the report related. All competing reorganization plans have already been withdrawn in anticipation of the move, the minutes said, the report further related. The Plan reflects a comprehensive settlement among the Debtor, the Members and the Noteholders which, from an Estate perspective, substantially improves upon the terms of a negotiated settlement between the Noteholders and the Trustee. The Plan resolves the issue of the value of the Noteholders' collateral and eliminates the Noteholders' current claim for a $46 million "make-whole amount". The settlement reached with the Noteholders will result in a material reduction of the Noteholders' debt, interest rate relief for Reorganized Southern, and a much shorter term within which the Noteholders' restructured debt is repaid. The Plan also provides for recoveries to other secured creditors and distributions to unsecured creditors that are equal to if not greater than what they would receive if the Debtor were to be liquidated. The Debtor submits that the most likely alternative to the Plan is conversion of the Debtor's case to a case under chapter 7 of the Bankruptcy Code, and correspondingly, years of uncertain and costly litigation among major constituents in the case. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich Law Firm, P.C., in Billings, Montana, serve as the Debtor's counsel. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee in December 2011. He is represented by Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C. Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana, represents the Unsecured Creditors' Committee as counsel. On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as Chapter 11 trustee for SME, at the behest of Fergus Electric Cooperative Inc. Judge Ralph Kirscher said changed circumstances, such as agreement among the co-op's members on a liquidation plan, eliminate the need for a trustee. MONTREAL MAINE: Quebec Seeks $377-Mil. for Fatal Crash ------------------------------------------------------ Law360 reported that Quebec's government has joined a group of creditors filing claims against bankrupt Montreal Maine & Atlantic Railway Ltd., and announced that it will seek CA$409 million (US$377 million) for the company's role in a derailment that killed 47 people last year. According to Law360, Stephanie Vallee, justice minister for the province, announced its intentions in a statement, saying the amount represents CA$126 million in funds authorities have already committed to deal with the crash in the town of Lac-Megantic, as well as another CA$238 million it expects to spend going forward. The amount, which Vallee said could eventually climb even higher, will be registered as a claim in MMAR's ongoing bankruptcy case in Canada, Law360 related. Reuters said the Quebec government's claim is the latest in a growing list against the rail operator and other companies involved in the train shipment of oil from the Bakken fields that derailed and exploded, killing 47 people in the small town of Quebec and flattening the center of the town. The government said the size of its claim may be revised upward, once all its expenses were determined, Reuters added. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and D. Sam Anderson, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75% of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. The other 25% would be earmarked for claimants seeking compensation for property that was damaged when much of the town burned. Former U.S. Senator George Mitchell, a Democrat who represented Maine in the U.S. Senate from 1980 to 1995 and who is now chairman emeritus of law firm DLA Piper LLP, would administer the plan and lead the effort to wrap up MM&A's Chapter 11 bankruptcy. As reported by the Troubled Company Reporter on April 3, 2014, Judge Kornreich ruled that the unofficial committee of wrongful death claimants and its counsel have failed to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure, and as a result of that failure, the Unofficial Committee and its counsel will not be heard on any pending matter in the case. As reported by the TCR on April 11, 2014, Judge Kornreich rejected the disclosure statement for the Plan filed by the ad hoc group of wrongful-death claimants, holding that the Plan is flawed and unconfirmable. MOSS FAMILY: Sept. 23 Hearing to Approve Amended Plan Outline ------------------------------------------------------------- Judge Harry Dees Jr. of U.S. Bankruptcy Court for the Northern District of Indiana will continue the hearing to consider approval of Moss Family Limited Partnership's disclosure statement on Sept. 23. As reported by the TCR on Sept. 13, 2013, the proposed plan provides for this treatment of claims against and interest in Moss Family and its affiliated debtor Beachwalk, LP: 1. The allowed claim of Fifth Third ($1,726,698) will be satisfied from the sale of any or all parcels of the marketed real estate via auction. 2. The allowed claim of Horizon ($1,122,743) will be satisfied by surrendering the real estate to Horizon by way of deeds in lieu; and the Debtors will retain the real estate with the remaining debt. 3. Unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. From the sale of every LaPorte Judgment Lien property, 20% of the net proceeds will be paid into an escrow account to be held and disbursed to unsecured creditors annually on a pro rata basis of unsecured claims until the time as the claims are paid in full, without interest. 4. Prepetition interest in the Debtors will be retained by the holders of the same subject to the provisions of the Plan. Each interest holder of both Debtors will receive 1/2 of the percentage they held in the prepetition Debtors in the reorganized consolidated Debtor. The plan will be executed by the substantive consolidation of the Debtors' assets and liabilities. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. Moss Family disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013, provides that unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. MOSS FAMILY: Beachwalk Gets Court Approval to Sell Moon Valley -------------------------------------------------------------- Beachwalk L.P., an affiliate of Moss Family Limited Partnership, received court approval to sell its real property in Michigan City, Indiana. U.S. Bankruptcy Judge Harry Dees Jr. issued a three-page decision last week authorizing Beachwalk to sell the property known as the East Parcel Moon Valley for more than $1.05 million. Judge Dees also approved the payment of fees to Beachwalk Realty LLC, the brokerage firm hired by Beachwalk (with the judge's approval) to arrange the transaction. The firm will receive a 6% commission or $63,270, which will be put in an escrow account at LaPorte Savings Bank. The money will only be released to the brokerage firm if, among other things, Beachwalk resolves the bank's $3.6 million secured claim and is able to get $1.875 million in secured financing from Tier 2 Funding Group Inc. Last week, Beachwalk and Moss Family filed a motion seeking approval of the settlement agreement they made with LaPorte to settle the bank's claim. Under the deal, the bank will receive payment of $2.85 million, of which $1.875 million will come from Tier 2 Funding's secured loan while the remaining $975,000 will come from the sale proceeds. A copy of the agreement is available for free at http://is.gd/z4Llxc Also last week, Beachwalk and Moss Family filed a separate motion asking Judge Dees to approve the proposed financing which, they say, is necessary to execute the settlement. The loan will be extended to Beachwalk based on a 36 month term, at an interest rate of 7%. It will be secured by mortgages against certain real properties owned by Beachwalk and Moss Family, according to the court filing. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. Moss Family disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013, provides that unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. MOSS FAMILY: Wins More Time to Use Cash Collateral of Lenders ------------------------------------------------------------- U.S. Bankruptcy Judge Harry Dees Jr. has issued two separate interim orders giving Moss Family Limited Partnership more time to use the cash collateral of Fifth Third Bank and Bank of America. The first interim order allowed Moss Family to use the cash collateral of Fifth Third Bank until July 31. The other interim order granted Moss Family's request to use BofA's cash collateral until Dec. 31. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. Moss Family disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013, provides that unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. NAUTILUS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Nautilus Holdings No. 2 Limited 14-22884 Nautilus Holdings Limited 14-22885 Golden Knighthead Limited 14-22886 Metropolitan Harbour Limited 14-22887 Able Challenger Limited 14-22888 Magic Peninsula Limited 14-22889 Metropolitan Vitality Limited 14-22890 Superior Integrity Limited 14-22891 Charming Energetic Limited 14-22892 Dynamic Continental Limited 14-22893 Perpetual Joy Limited 14-22894 Regal Stone Limited 14-22895 Vivid Mind Limited 14-22896 Earlstown Limited 14-22897 Findhorn Osprey Limited 14-22898 Floral Peninsula Limited 14-22899 Resplendent Spirit Limited 14-22900 Miltons Way Limited 14-22901 Nautilus Shipholdings No. 1 Limited 14-22902 Nautilus Shipholdings No. 2 Limited 14-22903 Nautilus Shipholdings No. 3 Limited 14-22904 Chapter 11 Petition Date: June 23, 2014 Court: United States Bankruptcy Court Southern District of New York (White Plains) Debtors' Counsel: Jay M. Goffman, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Time Square New York, NY 10036 Tel: (212) 735-3000 Fax: (212) 735-2000 Email: JGoffman@skadden.com Debtors' Financial Advisor: AP SERVICES, LLC Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Andreas Papathomas, chief executive officer. Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Associated Shipbroking S.A.M Broker $1,023,687 Gildo Pastor Center - Block C 4.20 7 rue du Gabian, Fontvieille MC 98000 Monaco Fax: (+377) 92 05 75 95 UNIVAN Ship Management Limited Tech $557,283 18 Whitfield Road Mgr. North Point Hong Kong, China Fax: (+6087) 429179 Anglo-Eastern Ship Management Tech $447,593 23rd Floor, 248 Queens Road Mgr. Wanchai, Hong Kong, China Fax: (+852) 2863-6422 Medpool Limited Trade $275,247 1-3 Spatharikou Street Mesa Yeitonia 4003 Limassol, Cyprus Fax: (+357) 25-823248 Hyundai Heavy Industries Co Ltd Trade $132,882 Marsh Brokers Ltd Trade $97,000 Chevron Marine Products LLC Trade $57,482 Daihatsu Diesel East Japan Trade $50,152 Fairwind Maritime Investments Trade $42,076 Company Limited GEA Westfalia Separator (China) Ltd Trade $40,156 Mitsui Engineering and Shipbuilding Trade $38,877 Wartsila Cyprus Ltd. Trade $30,376 Maxcorr Asia Pacific Pte Ltd. Trade $29,084 Wilhelmsen Ships Service Ltd. Trade $28,642 (Hong Kong) MAN Diesel & Turbo Trade $28,353 American Bureau of shipping (China) Trade $28,166 Limited Korea Marine Service Co., Ltd Trade $27,513 Hyundai ETS Co., Ltd. Trade $26,450 RMS Marine Service Company Ltd. Trade $26,053 Jing Ming Engineering Enterprises Trade $25,192 Hanil-Fuji (Korea) Co Ltd. Trade $25,110 HY Shipping & Trading Co. Ltd. Trade $25,000 Con-lash Supplies Pte Ltd. Trade $22,971 Index-Cool Marine & Industry Pte. Trade $21,216 Ltd. Jinsan Marine Management Co. Ltd. Trade $17,275 Neko Ship Supply BV Rotterdam Trade $16,604 Drew Marine Trade $16,574 Fuji Trading (S) Pte Ltd Trade $16,532 Leistritz Trading Limited Trade $15,377 Videotel Marine Intl Asia Ltd. Trade $15,039 MOUNTAIN PROVINCE: To Sell 2 Million Common Shares Privately ------------------------------------------------------------ Dermot Desmond filed with the U.S. Securities and Exchange Commission an amended Form 45-102F1 regarding its notice to sell 2,000,000 shares of common stock of Mountain Province Diamonds Inc. The purpose of the amended was to clarify that the shares will be sold in private transactions. In a previously filed Notice, Mr. Desmond mistakenly stated that the Shares will be sold through the facilities of the Toronto Stock Exchange. Mr. Desmond beneficially owns 24,679,773 Common Shares of the Company. A full-text copy of the Amended Notice is available for free at: http://is.gd/4nV8ek About Mountain Province Diamonds Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49 percent interest in the Gahcho Kue Project. Mountain Province reported a net loss of C$26.60 million in 2013, a net loss of C$3.33 million in 2012 and a net loss of C$11.53 million in 2011. As of March 31, 2014, the Company had C$153.62 million in total assets, C$36.32 million in total liabilities and C$117.29 million in total shareholders' equity. Going Concern "The Company currently has no source of revenues. In the years ended December 31, 2013, 2012 and 2011, the Company incurred losses, had negative cash flows from operating activities, and will be required to obtain additional sources of financing to complete its business plans going into the future. Although the Company had working capital of $35,133,368 at December 31, 2013, including $35,687,694 of cash and short-term investments, the Company has insufficient capital to finance its operations and the Company's share of development costs of the Gahcho Kue Project (Note 8) over the next 12 months. The Company is currently investigating various sources of additional funding to increase the cash balances required for ongoing operations over the foreseeable future. These additional sources include, but are not limited to, share offerings, private placements, rights offerings, credit and debt facilities, as well as the exercise of outstanding options. However, there is no certainty that the Company will be able to obtain financing from any of those sources. These conditions indicate the existence of a material uncertainty that results in substantial doubt as to the Company's ability to continue as a going concern," the Company said in the 2013 Annual Report. OCEAN SPRAY: Fitch Assigns 'BB' Rating on $150MM Preferred Stock ---------------------------------------------------------------- Fitch Ratings has assigned the following initial ratings to Ocean Spray Cranberries, Inc.: -- Long-term Issuer Default rating (IDR) 'BBB-'; -- $150 million 6.25% series A preferred stock 'BB'. The Rating Outlook is Stable. KEY RATING DRIVERS Ocean Spray's credit ratings reflect its dominant share in the shelf stable cranberry juice and dried cranberry segments. Importantly, Ocean Spray's strong focus on innovation in their beverage and snack portfolio mitigates in part a relatively narrow product line that is mainly dependent on a single fruit. Ocean Spray's market position with its premium, highly-recognizable brand has generated a good level of consistent profitability for a consumer goods company. Consequently, Ocean Spray has not experienced the market share and volume erosion that has occurred in the shelf stable juice segment during the past several years due to competition, shift in consumer preferences and consolidation within the supermarket chains that has resulted in reduced shelf space. Ocean Spray will need to continue leveraging innovation efforts into successful new products and categories to stem on-going competitive intrusions. As part of these efforts, Ocean Spray must address public concerns over high sugar content in its products through public relations campaigns and adaptation of their product portfolio. The larger, well-capitalized beverage companies are also a significant threat given their resources and a wider variety of alternative beverage options. Ocean Spray's financial flexibility is currently a factor that constrains the ratings. Ocean Spray's cooperative status results in high cash patronage payments of its profits to its grower- owners leaving the company significantly more reliant on external sources of liquidity particularly in times of high investment periods. In addition, the high member cash payments hamper the company's ability to deleverage following increases in debt. As such, Ocean Spray's narrow product focus and high cash patronage payments are major elements in limiting the IDR to the 'BBB' category. Fitch believes Ocean Spray needs to demonstrate a consistent track record for both increasing the level of growers' equity and sufficient external access for liquidity to ensure sufficient flexibility. During fiscal 2013, Ocean Spray materially increased outstanding debt by drawing down on its revolving facilities to fund the capital investment required for the Lehigh Valley facility. Ocean Spray also issued debt related to its acquisition of dried cranberry processing assets in Chile. As a result, Ocean Spray's available borrowings decreased to $80 million and Ocean Spray's leverage (total adjusted debt-to-adjusted EBITDARP) increased to an estimated 3.3 times as of Aug. 31, 2013 compared to approximately 2.3x at the end of fiscal 2012. EBITDARP is defined as rent-adjusted leverage before deferred payments. As of March 1, 2014, Ocean Spray had restored availability under its revolving facilities to $218 million due to $200 million in debt issuances including $100 million of subordinated debt. Going forward, Fitch believes Ocean Spray should maintain surplus liquidity meaningfully in excess of company requirements. The surplus liquidity provides ample cushion given capital markets limitations and general restrictions around preferred stock issuances. Fitch expects Ocean Spray will increase member equity to improve its credit profile during the next several years. Ocean Spray's member equity as a percent of total capital had declined materially for the past five years to the mid 20% range. Historically, avenues for increasing grower-owner equity are through increases with the required per barrel quota on common stock and the per barrel target rates for allocated retained equity. However, increasing member equity is a relatively slow process and Ocean Spray will need to develop additional plans with increasing permanent equity to achieve its long-term objective of grower equity comprising 35% of total capitalization. Market Leadership, Brand Equity Ocean Spray is a marketing cooperative that is wholly owned by approximately 800 cranberry and 40 grapefruit growers. Approximately 60% of the world-wide cranberry crop is received, processed, and marketed through Ocean Spray resulting in approximately $1.7 billion in net sales. Ocean Spray also has a material presence in the grapefruit industry. The cooperative provides a stable organizational structure for cranberry grower- owners that greatly supports Ocean Spray's marketing/advertising, new product development/innovation and demand planning. Consequently, Ocean Spray has generated material profitable returns for its grower-owners during the past several years. Leverage and Debt Structure Fitch estimates Ocean Spray's leverage as of March 1, 2014 at 3.0x. The ratings reflect expectations that the company's leverage will remain flat to modestly improve over the intermediate term. Ocean Spray has minimal off-balance sheet lease obligations as the company owns the majority of its facilities and most lease obligations typically relate to office and industrial equipment. Ocean Spray's upcoming maturities during fiscal 2014 and 2015 are modest. Fitch gives Ocean Spray's subordinated debt and preferred stock each 50% equity treatment based on methodology outlined in Fitch's hybrid debt criteria report. Key attributes for both instruments include the ability to defer coupon payments for up to five years. Other factors that support 50% equity treatment include the cumulative nature of the preferred stock dividend and for the subordinated debt, no cross default or cross acceleration triggers are present in the event of default on Ocean Spray's senior debt. Liquidity and Covenants Ocean Spray's liquidity is supported by its good cash flow generation and subordinated grower payments. Fitch believes the subordinated nature of Ocean Spray's patronage payments to any loan agreements or preferred stock distribution provides additional protection in the unlikely event of an unforeseen drop in profitability and cash flow. Ocean Spray's $400 million revolving credit facility with a $100 million accordion matures in December 2016. Current cushion under the debt to consolidated capitalization and consolidated shareholders' equity covenants are sufficient. A class action lawsuit was filed against Ocean Spray by a small group of cranberry growers during 2012. A recent memorandum of decision by the U.S. district court dismissed several counts. While the litigation could likely take significant time before a resolution occurs, Fitch believes the company retains flexibility to mitigate the negative effects of a potential adverse judgment. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a positive rating action include: -- Maintain an appropriate level of externally generated liquidity with sufficient covenant capacity in the event of a material revolver draw-down. This also provides Ocean Spray with sufficient cushion if capital market access becomes limited; -- Total adjusted debt-to-operating EBITDARP sustained below 3.0x due to operating income growth and/or debt reduction; -- Increase in grower equity into the low to mid 30% range to provide increased financial flexibility; -- Per barrel patronage rates reflecting healthy operating conditions for Ocean Spray and its member-owners; -- EBITDA margins (absent COGS adjustments) sustained at least in the low 20% range. Future developments that may, individually or collectively, lead to a negative rating action include: -- Negative cash deficit over multiyear period driven by higher capital investment and working capital requirements funded by debt; -- EBITDA margins (absent COGS adjustments) sustained below 20%; -- Persistent industry oversupply that causes per barrel patronage rates to fall significantly into the $20 per barrel range or less for a sustained period of time; -- A large settlement associated with the current class action lawsuit that requires Ocean Spray to materially increase debt; -- Grower equity as a percent of total capitalization declines to the low 20% range or less; -- Total adjusted debt-to-operating EBITDARP sustained above mid 3x range due to materially lower than expected operating income or unanticipated debt-financed acquisitions. PARAGON OFFSHORE: Moody's Assigns Ba2 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 Corporate Family Rating (CFR) to Paragon Offshore Limited, a Ba3 rating to the company's planned issuance of approximately $1.2 billion senior unsecured notes and Baa3 ratings to the company's $800 million senior secured revolving credit facility and $545 million senior secured term loan. Moody's also assigned a stable outlook and a SGL-2 Speculative Grade Liquidity Rating. These ratings are subject to the completion of Paragon's planned debt issuances and a review of the final documentation. "Paragon Offshore's Ba2 rating reflects its sizable rig fleet, substantial contracted revenue backlog and moderate initial financial leverage," commented Pete Speer, Moody's Senior Vice- President. "The company will also have free cash flow to reduce debt and re-invest in its fleet, which helps mitigate the risks arising from the fleet's age and standard specification capabilities." Issuer: Paragon Offshore Limited Assignments Corporate Family Rating, Assigned Ba2 Probability of Default Rating, Assigned Ba2-PD Senior Secured Bank Credit Facility, Assigned Baa3, 19-LGD2 Senior Secured Term Loan, Assigned Baa3, 19-LGD2 Senior Unsecured Notes, Assigned Ba3, 77-LGD5 SGL-2 Speculative Grade Liquidity Rating Rating outlook, Stable Ratings Rationale Paragon is presently a wholly owned subsidiary of Noble Corporation (Noble, Baa2 stable) created to own a fleet of 42 standard specification jackup, deepwater and mid-water rigs and a floating production, storage, and offloading (FPSO) vessel, all of which were previously owned and operated by Noble. Paragon currently operates offshore Mexico, Brazil, the North Sea, West Africa, Middle East, India, and Southeast Asia. As of March 31, 2014, the company had a contracted revenue backlog of approximately $2.7 billion. Paragon is planning to issue approximately $1.7 billion of debt, the proceeds of which will be used to repay intercompany debt owed to Noble. Noble will distribute its equity ownership in Paragon to its shareholders through a tax-free spin-off that is expected to be completed during the third quarter of 2014. The ratings of Paragon incorporate these proposed financing transactions and its planned separation from Noble. Paragon's Ba2 CFR reflects its substantial rig fleet size and contracted revenue backlog. The rating also includes the benefits of the company's global diversification and the rigs' long operating track records and customer relationships. Restraining the rating is the fleet's age and older generation standard capabilities, which makes it more vulnerable to competition from newer high specification jackup and floating rigs during periods of weak offshore drilling demand. Moody's believe this will result in Paragon's earnings being more volatile than its investment grade rated offshore drilling peers and that the company will need to make significant ongoing capital investments to maintain the competitiveness of its fleet. The rating also reflects the new company's growth strategy, financial policies, and the continuity of its operating performance and customer relationships as a stand-alone public company. Paragon's SGL-2 rating reflects Moody's expectation that the company will maintain good liquidity through 2015. The company will have an undrawn $800 million revolving credit facility and approximately $100 million of cash following the planned financing transactions. Paragon has ample headroom to comply with the revolver's two financial covenants -- a minimum interest coverage of 3.0x and a maximum net leverage ratio of 4.0x. The company should generate meaningful free cash flow in 2014 and 2015 thanks to its revenue backlog, so the credit facility provides ample capacity for working capital fluctuations, letter of credit requirements and potential shortfalls in operating performance. Although substantially all of the rigs are secured, Moody's believes the company could sell some rigs to raise cash. The company's secured debt is comprised of a five-year $800 million revolving credit facility and a seven-year $545 million senior secured term loan. The credit facility and term loan are issued by different borrowers, but they have cross guarantees in order to share a pari passu first-lien priority claim on substantially all of the company's drilling rigs. The planned senior unsecured notes are subordinate to the secured debt's priority claims to the rigs and therefore have been rated Ba3, or one notch beneath the Ba2 CFR under Moody's Loss Given Default Methodology. The secured debt has been rated Baa3, or two notches above the Ba2 CFR because of their priority claim to the rigs over the unsecured notes. The stable rating outlook reflects Moody's expectation that Paragon will maintain conservative financial policies and apply free cash flow to debt reduction. An increase in financial leverage for acquisitions or weaker than expected earnings could result in a ratings downgrade. Debt/EBITDA sustained above 2.5x could result in a ratings downgrade. In order for the ratings to be considered for an upgrade, Debt/EBITDA would have to be sustained below 1.5x with a strong contracted revenue backlog. The principal methodology used in this rating was the Global Oilfield Services Rating Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Paragon Offshore Limited is an indirect, wholly-owned subsidiary of Noble Corporation plc, a publicly traded offshore drilling contractor incorporated in the United Kingdom that operates in major offshore markets around the world. PHI GROUP: Late-Filed 10-Q Shows $178,000 Loss in Sept. 30 Qtr. --------------------------------------------------------------- PHI Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $178,080 on $0 of consulting and advisory fee income for the three months ended Sept. 30, 2012, as compared with a net loss of $128,578 on $175,000 of consulting and advisory fee income for the same period in 2011. The Company's balance sheet at Sept. 30, 2012, showed $1.14 million in total assets, $10.38 million in total liabilities, all current, and a $9.23 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/dDOu0f About PHI Group Huntington Beach, Cal.-based PHI Group, Inc., through its wholly owned and majority-owned subsidiaries, is engaged in a number of business activities, the scope of which includes consulting and merger and acquisition advisory services, real estate and hospitality development, mining, natural resources, energy, and investing in special situations. The Company invests in various business opportunities within its chosen scope of business, provides financial consultancy and M&A advisory services to U.S. and foreign companies, and acquires selective target companies under special situations to create additional long-term value for its shareholders. PHI Group reported a net loss of $5.15 million on $570,000 of consulting and advisory fee income for the year ended June 30, 2012, as compared with a net loss of $1.17 million on $409,317 of consulting and advisory fee income for the year ended June 30, 2011. Dave Banerjee, CPA An Accountancy Corp., in Woodland Hills, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditor noted that the Company has accumulated deficit of $35,814,955 and a negative cash flow from operations amounting to $1,367,705 for the year ended June 30, 2012. These factors raise substantial doubt about the Company's ability to continue as a going concern. PSL-NORTH AMERICA: Has Interim Authority to Tap $5.5MM DIP Loans ---------------------------------------------------------------- Judge Peter Walsh of the U.S. Bankruptcy Court for the District of Delaware gave PSL-North America LLC, et al., interim authority to obtain senior secured postpetition financing in an aggregate principal amount not to exceed $5.5 million from ICICI Bank Limited, New York Branch, as postpetition lender. All postpetition obligations will be immediately due and payable in cash upon the earlier to occur of (i) Sept. 30, 2014, (ii) the termination date, or (iii) the consummation of any plan, sale or other transfer or disposition of all, or any material portion, of the assets or equity interests of the Debtors. The motion is set for a final hearing before the Court on July 14, 2014, at 11:00 a.m. prevailing Eastern Time. Objections are due July 9. Counsel for the Debtors is John Knight, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. Counsel for the Lender is Robert A. Klyman, Esq., at Gibson, Dunn & Crutcher LLP, in Los Angeles, California; and Michael Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware. About PSL-North America Founded in 2006, PSL-North America LLC is a manufacturer and coater of large diameter steel pipes. The company has a state-of- the-art facility located in Bay St. Louis, Mississippi, with the land leased for 99 years. The company is an American-based partially owned subsidiary of India's largest producer and manufacturer of steel piping, PSL Limited. On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed voluntary petitions in Delaware (Lead Case No. 14-11477) seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Peter J. Walsh. The Debtors are seeking to have their cases jointly administered for procedural purposes. PSL-North America estimated $50 million to $100 million in assets and $100 million to $500 million in debt in the bankruptcy petition. As of the Petition Date, the company had total outstanding debt obligations of $130 million, according to a court filing. The Debtors have tapped Richards Layton & Finger, P.A., as counsel. Epiq Bankruptcy Solutions serves as claims agent. PSL-NORTH AMERICA: Employs Epiq Systems as Claims & Noticing Agent ------------------------------------------------------------------ Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware authorized PSL-North America LLC, et al., to employ Epiq Systems as claims and noticing agent to, among other things: (i) distribute required notices to parties-in-interest; (ii) receive, maintain, docket and otherwise administer the proofs of claim filed in the Chapter 11 cases; and (iii) provide other administrative services, as required by the Debtors, that would fall within the purview of services to be provided by the Court of Clerk's Office. About PSL-North America Founded in 2006, PSL-North America LLC is a manufacturer and coater of large diameter steel pipes. The company has a state-of- the-art facility located in Bay St. Louis, Mississippi, with the land leased for 99 years. The company is an American-based partially owned subsidiary of India's largest producer and manufacturer of steel piping, PSL Limited. On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed voluntary petitions in Delaware (Lead Case No. 14-11477) seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Peter J. Walsh. The Debtors are seeking to have their cases jointly administered for procedural purposes. PSL-North America estimated $50 million to $100 million in assets and $100 million to $500 million in debt in the bankruptcy petition. As of the Petition Date, the company had total outstanding debt obligations of $130 million, according to a court filing. The Debtors have tapped Richards Layton & Finger, P.A., as counsel. Epiq Bankruptcy Solutions serves as claims agent. PSL-NORTH AMERICA: Court Issues Joint Administration Order ---------------------------------------------------------- Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware issued an order consolidating for procedural purposes only the Chapter 11 cases of PSL-North America LLC, and its debtor affiliates under Case No. 14-11477 (PJW). About PSL-North America Founded in 2006, PSL-North America LLC is a manufacturer and coater of large diameter steel pipes. The company has a state-of- the-art facility located in Bay St. Louis, Mississippi, with the land leased for 99 years. The company is an American-based partially owned subsidiary of India's largest producer and manufacturer of steel piping, PSL Limited. On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed voluntary petitions in Delaware (Lead Case No. 14-11477) seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Peter J. Walsh. The Debtors are seeking to have their cases jointly administered for procedural purposes. PSL-North America estimated $50 million to $100 million in assets and $100 million to $500 million in debt in the bankruptcy petition. As of the Petition Date, the company had total outstanding debt obligations of $130 million, according to a court filing. The Debtors have tapped Richards Layton & Finger, P.A., as counsel. Epiq Bankruptcy Solutions serves as claims agent. RAM OF EASTERN: Administrator Sought Conversion or Dismissal ------------------------------------------------------------ Marjorie K. Lynch, Bankruptcy Administrator for the Eastern District of North Carolina, New Bern Division, has requested that the Bankruptcy Court convert the Chapter 11 case of RAM of Eastern North Carolina, LLC to a Chapter 7 liquidation case or alternatively dismiss the case. The Administrator is requesting said relief because although the Debtor's plan was confirmed on December 24, 2013, the Debtor has failed to file its post- confirmation report for the First Quarter of 2014. Failure to timely satisfy filing or reporting requirements is grounds for conversion under Sec. 1112(b)of the Bankruptcy Code. The Administrator's Motion was withdrawn on May 19, 2014, but no reason for the withdrawal was given. The matter was scheduled for hearing on June 11, 2014. About RAM of Eastern North Carolina RAM of Eastern North Carolina, LLC, formerly Grantham Crossing, LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-01125) in Wilson, North Carolina, on Feb. 21, 2013. The Debtor, which owns commercial and residential rental properties in Craven and Carteret Counties, North Carolina, disclosed $11.7 million in total assets and $7.70 million in total liabilities in its schedules. George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as bankruptcy counsel to the Debtor. REVEL AC: Atlantic City Casino Hunts For Buyer ---------------------------------------------- Patrick Holohan, writing for The Deal, reported that Revel AC Inc. will seek to sell its assets during its second trip through Chapter 11 with the aid of $125 million in debtor-in-possession financing that rolls up much of its prepetition debt. According to the report, Chief restructuring officer Shaun Martin of Winter Harbor LLC said in a declaration, however, that despite the debt reduction, the company still projected operating losses to continue through 2013. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Revel plans on being sold at auction on Aug. 6. If the judge approves the proposed bidding procedures at a hearing on July 11, potential buyers must submit letters of intent by July 18. Bids will be due Aug. 1, followed by an auction on Aug. 6. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc., and its four affiliates, sought bankruptcy protection (Bankr. D.N.J., Case No. 14-22654) on June 19, 2014, listing assets ranging from $500 million to $1 billion, and the same amount of liabilities. The case is assigned to Judge Gloria M. Burns. The Debtors' counsel are John K. Cunningham, Esq., Richard S. Kebrdle, Esq., Kevin M. McGill, Esq., and Alfred J. Lechner, Jr., Esq., at White & Case, LLP, in New York; and Michael J. Viscount, Jr., Esq., and Raymond M. Patella, Esq., at Fox Rothschild, LLP, in Atlantic City, New Jersey. The Debtors' claims and noticing agent is Alixpartners, LLP. This is Revel AC's second trip to bankruptcy. The company, along with four affiliates first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, with a prepackaged plan that reduces debt by $1.25 billion. In the first bankruptcy, Revel AC Inc. on May 21, 2013, disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11 of the United States Bankruptcy Code. Through the first bankruptcy's restructuring plan, which has been approved by both the U.S. Bankruptcy Court for the District of New Jersey (Camden) and the New Jersey Casino Control Commission, Revel has reduced its outstanding debt by approximately $1.2 billion, or 82%, and its annual interest expense on a cash basis by $98 million, or 96%. REVSTONE INDUSTRIES: To Sell Stake In Canada Unit for $14.1MM ------------------------------------------------------------- Revstone Industries LLC, et al., notified the U.S. Bankruptcy Court for the District of Delaware that the auction in connection with the sale of their equity interests in Revstone Wallaceburg Canada, Inc., is canceled and that they will proceed with the sale of the unit to Zynik Capital Corp., the so-called stalking horse bidder. Zynik agreed to pay $14.1 million, less (i) an amount equal to the aggregate of the WFCU Debt, the RBC Debt, and the Reimbursable Capital Expenditure Debt, (ii) the amount of the RWCI Shareholder Loan, plus (iii) an amount equal to the amount by which the Net Working Capital as of the closing exceeds $12 million. Law360 said the total value of the sale is $13.1 million. According to Law360, Revstone owns nearly 26 million shares in Revstone Wallaceburg, parent of Aarkel Tool & Die Inc. The shares are marketed as part of a Section 363 sale, the Law360 report said. The planned June 5 auction was canceled because no other qualified bidders emerged, Law360 said. General Motors LLC filed a limited objection to the proposed sale of the Canadian unit to ensure that the sale and the distribution of the proceeds thereof does not seek to set aside or otherwise impair the valid liens, claims, security interests and obligations owing to GM by the Debtors and their non-debtor affiliates. Meanwhile, Spara LLC, a unit of Revstone, filed a reorganization plan on June 3 to retain the exclusive right to solicit acceptances of a plan that otherwise would have expired on the same day the plan was filed. Spara also filed a motion seeking authority to file a disclosure statement to explain its plan up to July 7, saying that the express language and details with regards to, among other things, postpetition governance and the prosecution of post-confirmation litigation are still being finalized. A full-text copy of the Spara Plan is available at: http://bankrupt.com/misc/SPARAplan0603.pdf About Revstone Industries et al. Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP represent Revstone. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. Metavation, also known as Hillsdale Automotive, LLC, joined parent Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No. 13-11831) to sell the bulk of its assets to industry rival Dayco for $25 million, absent higher and better offers. Metavation has tapped Pachulski as its counsel. Pachulski also serves as counsel to Revstone and Spara. Metavation also has tapped McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni Bankruptcy as claims agent and to provide administrative services. Stuart Maue is fee examiner. Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq., Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent the Official Committee of Unsecured Creditors in Revstone's case. Boston Finance Group, LLC, a committee member, also has hired as counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA Piper LLP. S.B. RESTAURANT: Proposes to Sell Assets to First Lien Lenders -------------------------------------------------------------- S.B. Restaurant Co. and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, to sell substantially all of their assets to Cerberus Business Finance, LLC, as agent on behalf of the Debtors' first lien lenders, or to another bidder to be chosen at an auction. Cerberus, as the stalking horse bidder, has submitted a credit bid for the purchase of the Debtors' assets. Through the proposed sale, the Purchaser, which is also the agent for the Debtors' postpetition financing facility, will credit bid $12 million of senior, secured prepetition first lien debt. In addition, the Purchaser will assume certain liabilities and fund the estates in an amount sufficient to satisfy the Debtors' budgeted postpetition expenses and post-closing wind down costs. As of the Petition Date, the outstanding First Lien Obligations totaled no less than $27.375 million, exclusive of all accrued and unpaid interest, costs, expenses, and fees owed to the First Lien Agent and the First Lien Lenders. Notwithstanding the extent of the Debtors' prepetition marketing efforts, the Debtors intend to continue to vigorously market their assets over the next 30-45 days in an effort to garner higher and better bids. Any prospective bidder other than the Stalking Horse Bidder that wishes to participate in the bidding process must subject a qualified bid no later than July 30, 2014. If the Debtors receive at least one qualified bid, an auction will be held on Aug. 4 at the the offices of counsel for the Debtors, Pachulski, Stang, Ziehl & Jones LLP, in Los Angeles, California. The Debtors request that the Court schedule a hearing on or about Aug. 8 to consider the approval of the sale to the Winning Bidder and the Back-Up Bidder, if necessary, and to confirm the results of the Auction, if applicable. The Debtors propose that objections to the sale be filed and served by July 30. A hearing on the Debtors' request for approval of the bidding procedures will be held on July 7. S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now a chain of 29 restaurants in seven states, filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-bk-13778) on June 17 in Santa Ana, California. The case is assigned to Judge Erithe A. Smith. The Debtors' counsel is Jeffrey N. Pomerantz, Esq., and John W. Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California. The Debtors' Chief Restructuring Officers are from Deloitte Transactions & Business Analytics LLP, while their Investment Banker is Mastodon Ventures, Inc. The Debtors' Noticing Claims and Balloting Agent is Rust Consulting Omni Bankruptcy. S.B. RESTAURANT: Has Interim $1.5-Mil. DIP Loan Approval -------------------------------------------------------- Judge Erithe Smith of the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, gave S.B. Restaurant Co., et al., interim authority to obtain postpetition loans in an aggregate amount not to exceed $1.5 million from Cerberus Business Finance, LLC, as administrative agent and collateral agent, for itself and a consortium of DIP Lenders. The Debtors were also given interim authority to use cash collateral securing their prepetition indebtedness. The final hearing on the motion is scheduled for July 7, 2014, at 1:30 p.m. (Pacific time). Objections must be submitted no later than July 1, and any reply to those objections must be submitted no later than July 3. A full-text copy of the Interim DIP Order with Budget is available at http://bankrupt.com/misc/SBRESTAURANTdipord.pdf Counsel for the Debtors is Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California. Counsel for the DIP Agent and First Lien Agent is Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now a chain of 29 restaurants in seven states, filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-bk-13778) on June 17 in Santa Ana, California. The case is assigned to Judge Erithe A. Smith. The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W. Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California. The Debtors' Chief Restructuring Officers are from Deloitte Transactions & Business Analytics LLP, while their Investment Banker is Mastodon Ventures, Inc. The Debtors' Noticing Claims and Balloting Agent is Rust Consulting Omni Bankruptcy. S.B. RESTAURANT: Seeks to Employ Pachulski Stang as Counsel ----------------------------------------------------------- S.B. Restaurant Co., et al., seek authority from the U.S. Bankruptcy Court Central District of California, Santa Ana Division, to employ Pachulski Stang Ziehl & Jones LLP as counsel to render the following services: (a) taking necessary or appropriate actions to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (b) providing legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business and management of their property; (c) preparing on behalf of the Debtors any necessary applications, motions, answers, orders, reports, and other legal papers; (d) appearing in Court on behalf of the Debtors; (e) preparing and pursuing confirmation of a plan and approval of a disclosure statement, and such further actions as may be required in connection with the administration of the Debtors' estates; and (f) acting as general bankruptcy counsel for the Debtors and performing all other necessary or appropriate legal services in connection with the Chapter 11 cases. The principal attorneys presently designated to represent the Debtors and their current standard hourly rates are: Jeffrey N. Pomerantz $875 Richard Gruber $895 Maxim B. Litvak $775 John W. Lucas $595 Jason R. Rosell $475 PSZJ will also be reimbursed for any necessary out-of-pocket expenses. PSZJ has received payments from the Debtors during the year prior to the Petition Date in the approximate amount of $362,000 including the filing fees for these cases, in connection with its prepetition representation of the Debtors. Jeffrey N. Pomerantz, Esq., a partner in the firm of Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Pomerantz, however, discloses that his firm has, in the past, represented portfolio companies of Cerberus and its affiliates entities in connection with in court and out of court restructurings. The firm, he says, is local counsel to Cerberus in the Chapter 11 cases of Natrol, Inc., although the attorneys working for the Debtors are not working on the local representation of Cerberus in Natrol's cases. The firm may be reached at: Jeffrey N. Pomerantz, Esq. John W. Lucas, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., Suite 1300 Los Angeles, CA 90067-4114 Telephone: 310/277-6910 Facsimile: 310/201-0760 E-mail: jpomerantz@pszjlaw.com jlucas@pszjlaw.com S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now a chain of 29 restaurants in seven states, filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-bk-13778) on June 17 in Santa Ana, California. The case is assigned to Judge Erithe A. Smith. The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W. Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California. The Debtors' Chief Restructuring Officers are from Deloitte Transactions & Business Analytics LLP, while their Investment Banker is Mastodon Ventures, Inc. The Debtors' Noticing Claims and Balloting Agent is Rust Consulting Omni Bankruptcy. S.B. RESTAURANT: Taps Mastodon Ventures as Investment Banker ------------------------------------------------------------ S.B. Restaurant Co., et al., seek authority from the U.S. Bankruptcy Court Central District of California, Santa Ana Division, to employ Mastodon Ventures, Inc., as its investment banker for purposes of marketing the sale of assets. Specifically, Mastodon will render various services to the Debtors including, but not limited to, the following: (a) assist and advise the Company and any of its other professionals and advisors in evaluating reviewing and analyzing the Company's results of operations, financial condition, and business plan; (b) assist and advise the Company and any of its professional and advisors in reviewing and analyzing a potential Restructuring Transaction; (c) advise and assist the Company on its development, preparation, and distribution of a confidential Information memorandum describing the Company for the purposes of generating interest in a Restructuring Transaction; (d) assist the Company in formulating a marketing strategy for a Restructuring Transaction; (e) assist the Company in identifying, screening and contacting potential transaction partners for a Restructuring Transaction, and, if requested, meet with potential Acquirers and provide them with the CIM and other select information, documents, and other materials about the Company's assets, properties or businesses that is acceptable to the Company, subject to customary business confidentiality agreements, all in an effort to create interest in a Restructuring Transaction; (f) assist the Company and its other professionals in reviewing the terms of any proposed Restructuring Transactions and in evaluating alternative proposals for a Transaction; (g) advise the Company on the implications of any proposed potential Restructuring Transaction and strategic alternatives to maximize the business enterprise value of the Company; (h) Advise and assist the Company and its other professionals with the development, structuring, negotiation and implementation of any Restructuring Transaction(s), including participating as a representative of the Company with other parties involved in any Restructuring Transaction; (i) attend meeting of the Company's Board of Directors or managers and its committees and render advice with respect to matters on which we have been engaged to advise the Company; (j) Provide expert advice and testimony regarding matters related to any Restructuring Transaction(s), if necessary, including advising and attending meetings of the Company's creditor groups, official constituencies and other interested parties, as the Company and Mastodon determine to be necessary or desirable; (k) in the event the Company determines to commence Chapter 11 case(s), and if requested by the Company, participate in hearings before the Bankruptcy Court in which the cases are commenced and provide relevant testimony with respect to the matters mutually agreed by the Company and Mastodon in connection any proposed Restructuring Transaction or related matters; and (l) provide other advisory and investment banking services in connection with a Restructuring Transaction as Mastodon and the Company may mutually agree upon. As compensation for the services rendered pursuant to the Engagement Agreement, the Debtors have agreed to pay Mastodon the following fees in cash: (a) A non-refundable fee of $50,000 to be paid immediately upon entry of an order by the Bankruptcy Court approving the application to retain Mastodon; and (b) Transaction Fee(s). Upon the closing of a Restructuring Transaction, Mastodon will be entitled to receive a cash fee that is calculated as either (1) $150,000 if Senior Secured Lender, Cerberus Capital Management, LP and/or its affiliates, acting on its own and without a third party, is the acquiring party; or (2) $300,000 if the Restructuring Transaction involves a portion of Cerberus' debt being assumed by the acquiring party; or (3) if the sale involves a transaction that is not covered by (1) or (2) above and involves an all cash transaction, then 2.5% of Aggregate Gross Consideration. In connection with the execution of the Engagement Letter, Mastodon received $100,000 on account of retainers paid prior to the Petition Date for services rendered. Robert Hersch, an officer of Mastodon Ventures, Inc., assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mastodon may be reached at: Robert Hersch Senior Managing Director MASTODON VENTURES, INC. 515 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: 512-498-1212 Email: rhersch@mastodonventures.com S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now a chain of 29 restaurants in seven states, filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-bk-13778) on June 17 in Santa Ana, California. The case is assigned to Judge Erithe A. Smith. The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W. Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California. The Debtors' Chief Restructuring Officers are from Deloitte Transactions & Business Analytics LLP, while their Investment Banker is Mastodon Ventures, Inc. The Debtors' Noticing Claims and Balloting Agent is Rust Consulting Omni Bankruptcy. SCOTTIE PIPPEN: High Court Won't Hear Defamation Suit ----------------------------------------------------- Law360 reported that the U.S. Supreme Court declined to hear an appeal by NBA Hall of Famer Scottie Pippen asking it to revive his defamation suit against NBCUniversal Media LLC, CBS Interactive Inc. and other media outlets, claiming their reports of his bankruptcy were motivated by malice. According to the report, in his petition for writ of certiorari, filed in December but made available only last month, Pippen argued that an Illinois district court and the Seventh Circuit had erred in ruling that the networks had not been shown to have acted with specific intent to harm him. SOURCE HOME: Files Bankruptcy as Readers Turn to Web ---------------------------------------------------- Phil Milford, writing for Bloomberg News, reported that Source Home Entertainment LLC, a closely held magazine publisher and distributor, filed for bankruptcy protection as more readers abandon print and turn to electronic media. The bankruptcy stemmed partly from "the continuing fundamental technological shift away from traditional consumption of print media toward online magazines and e-book readers," the report said, citing Stephen Dube, the company's chief restructuring officer, as saying in a filing. Source Home fired more than 5,000 employees on May 30 when it halted distribution operations, the report said, citing court filings. The shutdown stemmed from Time Inc.'s decision to stop using Source Home's Source Interlink unit to distribute its magazines because of unpaid fees,. The case is In re Source Home Entertainment LLC, 14-bk-11553, U.S. Bankruptcy Court, District of Delaware (Wilmington). SIMPLEXITY LLC: Judge Denies Fifth Third Bid For Ch. 7 Conversion ----------------------------------------------------------------- Law360 reported that at a June 4 hearing, Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware denied senior lender Fifth Third Bank's bid to convert Simplexity LLC's Chapter 11 case to one under Chapter 7, saying the conversion motion is untimely, noting that Simplexity and the Official Committee of Unsecured Creditors still had more than a week to investigate potential causes of action against the bank. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Simplexity and the Creditors' Committee said the June 4 hearing was timed so conversion to Chapter 7 would preclude creditors from completing their investigation into the validity of the bank's liens and lawsuits they might file against Fifth Third. About Simplexity Simplexity, LLC, sought protection under Chapter 11 of the Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr. D.Del.). The case is before Judge Kevin Gross. The Debtors' counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware. Prime Clerk LLC serves as claims and noticing agent. Simplexity hired Rutberg & Co. as investment banker. Simplexity LLC and Simplexity Services LLC both estimated $10 million to $50 million in assets, and $50 million to $100 million in liabilities. The U.S. Trustee for Region 3 appointed five members to an official committee of unsecured creditors. Peter S. Partee, Sr., Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in New York; and Christopher A. Ward, Esq., and Shanti M. Katona, Esq., at Polsinelli PC, in Wilmington, Delaware, represent the Committee. SPANISH BROADCASTING: Inks Employment Pact with Chairman & CEO -------------------------------------------------------------- Spanish Broadcasting System, Inc., entered into an employment agreement with Raul Alarcon, its Chairman of the Board, chief executive officer and president. The Employment Agreement replaces and supersedes an employment agreement between the Company and Mr. Alarcon that was entered into on Oct. 25, 1999. Under the Employment Agreement, Mr. Alarcon will continue to serve as Chairman of the Board, chief executive officer and president. The Employment Agreement is deemed to be effective as of May 1, 2014, and continues through Dec. 31, 2018. The Employment Agreement automatically renews for one successive three-year term until Dec. 31, 2021, unless either party notifies the other that it will not renew the Employment Agreement. After Dec. 31, 2021, the Employment Agreement automatically renews for successive one- year terms unless sooner terminated pursuant to the terms of the Employment Agreement. Under the Employment Agreement, Mr. Alarcon is entitled to receive an annual base salary of $1,750,000. Mr. Alarcon can also earn an annual performance bonus of up to $750,000 based on the Company's achieving a certain level of EBITDA and a discretionary bonus as determined by the Compensation Committee of the Board of Directors of the Company. The Employment Agreement also provides for a Retention Bonus equal to $1,616,668, payable $216,668 upon execution of the Employment Agreement and $50,000 per month for 28 months. Mr. Alarcon is also entitled to participate in all employee benefit plans and arrangements of the Company, including without limitation, all life, group insurance and health insurance plans and all disability, retirement, stock option and other employee benefit plans of the Company. Mr. Alarcon is also entitled to the use of one automobile and the services of a driver at the expense of the Company and reimbursement from the Company for insurance, maintenance and fuel expenses related thereto. Mr. Alarcon is also entitled to life insurance and reimbursement for personal tax and accounting services and certain legal expenses. Mr. Alarcon's employment under the Employment Agreement will terminate: (a) for Cause or (b) by reason of Mr. Alarcon's death or disability. If Mr. Alarcon's employment is terminated for Cause, the Company will pay his accrued base salary and all other benefits accrued through the date of termination. If Mr. Alarcon's employment is terminated due to his death or disability, the Company will pay his accrued base salary and all other benefits accrued through the date of termination and all non- vested options immediately vest. Under the terms of the Employment Agreement, Mr. Alarcon has agreed not to disclose any confidential information concerning the Company's business. In addition, Mr. Alarcon has agreed not to solicit or to interfere with the Company's relationship with any of the Company's employees or independent contractors or to interfere with the Company's relationship with any person or entity with which the Company had any contractual or business relationship until 12 months following termination of his employment. Furthermore, Mr. Alarcon has entered into a noncompetition agreement pursuant to which he has agreed not to provide competing services until 12 months following termination of his employment. A copy of the Employment Agreement is available for free at: http://is.gd/igWlSI About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. -- http://www.spanishbroadcasting.com/-- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. The Company's balance sheet at March 31, 2014, showed $466.08 million in total assets, $526.56 million in total liabilities and a $60.47 million total stockholders' deficit. Spanish Broadcasting reported a net loss of $88.56 million in 2013, as compared with a net loss of $1.28 million in 2012. * * * In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. In July 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Miami, Fla.-based Spanish Broadcasting System Inc. to 'B-' from 'CCC+', based on continued improvement in the company's liquidity position. "The rating action reflects S&P's expectation that, despite very high leverage, SBS will have adequate liquidity over the intermediate term to meet debt maturities, potential swap settlements, and operating needs until its term loan matures on June 11, 2012," said Standard & Poor's credit analyst Michael Altberg. As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings Services revised its rating outlook on Miami, Fla.-based Spanish Broadcasting System Inc. (SBS) to negative from stable. "We also affirmed our existing ratings on the company, including the 'B-' corporate credit rating," S&P said. SEQUENOM INC: Stockholders Elected Nine Directors ------------------------------------------------- Sequenom, Inc., held its 2014 annual meeting of stockholders on June 10 at which the Company's stockholders: (i) elected Kenneth F. Buechler, John A. Fazio, Harry F. Hixson, Jr., Myla Lai-Goldman, Richard A. Lerner, Ronald M. Lindsay, David Pendarvis, Charles P. Slacik and William Welch as directors to hold office until the Company's annual meeting of stockholders in 2015; (ii) approved, on an advisory basis, the compensation of the Company's named executive officers; and (iii) ratified the selection by the Audit Committee of the Company's Board of Directors of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending Dec. 31, 2014. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom incurred a net loss of $107.40 million in 2013, a net loss of $117.02 million in 2012 and a net loss of $74.13 million in 2011. The Company's balance sheet at March 31, 2014, showed $122.85 million in total assets, $181.49 million in total liabilities and a $58.63 million total stockholders' deficit. SPECIALTY HOSPITAL: Says Case Trustee Not Warranted --------------------------------------------------- Specialty Hospital of Washington, LLC, opposes the Petitioning Creditors' emergency request for appointment of a trustee. The Debtor argues that the motion by the Petitioning Creditors may be abandoned as a prompt sale of the Debtor's assets has been put in place. Additionally, the Debtor argues the request by the Petitioning Creditors is based on factual mischaracterizations and faulty assertions. The Petitioning Creditors are six alleged creditors represented by the Phillips, Goldman, and Spence law firm, who filed the Involuntary Chapter 11 Petition in April 2014 in the Bankruptcy Court for the District of Delaware. On May 9, 2014 the case was transferred to the Bankruptcy Court for the District of Columbia. Since the transfer, none of the Petitioning Creditors has appeared in the case in the DC Court. Further, the Court, on June 2, 2014, authorized the Debtor to enter into a $15 million post-petition financing with DC Acquisitions, LLC and approved the procedures for the sale of virtually all of the debtor's assets on June 25, 2014. The Debtor is represented by Patrick Potter, Esquire, Jerry Hall, Esquire, and Dania Slim, Esquire, all of Pillsbury, Winthrop, Shaw, Pittman, LLP of Washington, DC. A Scheduling Conference regarding the motion to appoint a trustee was scheduled to be heard by Hon. S. Martin Teel, Jr., Bankruptcy Judge for the District of Columbia, on June 18, 2014. 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. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. STAFFORD LOGISTICS: S&P Affirms 'B-' CCR Over BJ Bear Deal ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Atlanta-based waste hauler Stafford Logistics Holdings Inc. At the same time, S&P affirmed its 'B-' issue rating on the company's senior secured credit facility. The recovery rating on this debt remains '3', indicating S&P's expectation for a meaningful (50% to 70%) recovery in the event of payment default. "The affirmation is based on the company's successful integration of its First Tee Transport acquisition, improved profitability, and relatively strong credit measures for the rating," said Standard & Poor's credit analyst Pranay Sonalkar. However, S&P revised its assessment of the company's liquidity to less than adequate from adequate. The revised liquidity descriptor reflects significant cash needs for the small debt- funded acquisition of BJ Bear Grain Co., high levels of capital expenditures in 2014, and the limited headroom under the total net leverage ratio which steps down to 4.75x in July 2014. S&P's 'B-' rating on Stafford Logistics incorporates Standard & Poor's assessment of the company's "weak" business risk and "highly leveraged" financial risk profiles. S&P selected the 'b-' anchor outcome instead of the 'b' anchor outcome, given the company's forecasted negative free cash flow for 2014 and the potential for further debt-funded acquisitions. There is no impact of any modifiers on the rating. The outlook is stable. S&P expects the company will continue to pursue acquisitions and invest heavily in capital expenditures to support growth, resulting in negative free cash flow. At the current rating S&P expects FFO to debt of around 10%. S&P could raise the ratings if the company reports positive free operating cash flow, and improves its business risk profile through more customer diversity. S&P could lower ratings if operating difficulties stemming from the loss of several contracts resulted in a 10% decline in revenues and 7% decline in EBITDA margins or if the company were to purse a large debt-financed shareholder rewards resulting in FFO to debt of less than 5% or significantly weaker liquidity. STELERA WIRELESS: Committee Balks at Exclusivity Extension Bid -------------------------------------------------------------- The Official Committee of Unsecured Creditors in Stelera Wireless, Inc.'s Chapter 11 case, responded to the Debtor's third request to extend the exclusivity period within which to file its Plan of Reorganization. The Committee argues that the Debtor's latest request is moot since the Debtor filed its Plan on April 29, 2014. Likewise, according to the Committee, the Debtor's request to extend the deadline for Plan approval is premature since the Debtor has 60 days from the filing of the Plan to seek approval and confirmation. Rather, argues the Committee, the Debtor's request is unnecessary and a waste of estate resources. The Committee cites the Debtor's two previous requests for extensions, coupled with the Debtor's catering to Rural Security Services, the primary secured creditor, to the detriment of the unsecured creditors. It appears to the Committee that the Debtor's primary objective in filing its Petition in this matter was to sell FCC licenses and apply the sale proceeds to Rural Security's claims. The Committee points out that the Debtor has been dilatory in performing ordinary Chapter 11 tasks such as considering claim allowances/disallowances, seeking a claim bar date, formulating a Plan of Reorganization, etc. Further, the Committee claims, the Debtor becomes combative with the Committee when it tries to work with the Debtor in performing the ordinary Chapter 11 tasks and functions. Despite repeated assurances from the Debtor that upon the sales of FCC licenses, all creditors would receive 100% of their claims, based on the Debtor's recently filed Disclosure Statement, it appears that the creditors will likely receive only 27%. About Stelera Wireless, LLC Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 13-13267) on July 18, 2013. Tim Duffy signed the petition as chief technology officer/manager. Judge Niles L. Jackson presides over the case. The Debtor disclosed $18,005,000 in assets and $30,809,314 in liabilities as of the Chapter 11 filing. Christensen Law Group, PLLC, serves as the Debtor's primary counsel. Mulinix Ogden Hall & Ludlam, PLLC, serves as additional bankruptcy counsel. Wilkinson Barker Knauer, LLP, serves as the Debtor's special counsel. American Legal Claims Services, LLC serves as official noticing agent. Falkenberg Capital Corporation serves as the Debtor's broker. The official committee of unsecured creditors is represented by attorneys G. Blaine Schwabe, III, Esq., John (Jake) M. Krattiger, Esq., at GableGotnals' Oklahoma City office; and Sidney K. Surinson, Esq., Mark D.G. Sanders, Esq., and Brandon C. Bickle, Esq., at GableGotnals' Tulsa office. * * * The Troubled Company Reporter reported on Dec. 10, 2013, the Hon. Niles Jackson of the U.S. Bankruptcy Court for the Western District of Oklahoma authorized Stelera Wireless to sell its Federal Communications Commission licenses to: AT&T Mobility Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as backup purchaser. In an auction held Nov. 20, 2013, AT&T's bid was the highest and best offer for the FCC licenses, while Atlantic's, the stalking horse purchaser, was the second highest. Pursuant to the APA, the aggregate purchase price to be paid by AT&T will be $6,020,000. As reported by the TCR, Stelera Wireless on April 29, filed with the U.S. Bankruptcy Court a joint plan of liquidation and accompanying disclosure statement. The Plan is co-proposed by the Official Committee of Unsecured Creditors. The Plan is proposed as a reasonable means to liquidate the remainder of the Debtor's assets in order to maximize value for creditors and provide an orderly wind-down and distribution of the Debtor's assets. Any remaining assets of the Debtor not previously transferred by sale, including the litigation claims, will be transferred to the Debtor. STEREOTAXIS INC: Two Directors Elected at Annual Meeting -------------------------------------------------------- Stereotaxis, Inc., held its annual meeting of shareholders on June 10, 2014, at which the Company's shareholders: (1) elected David W. Benfer and Eric N. Prystowsky, M.D., as directors to serve until the Company's 2017 Annual Meeting; (2) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2014; (3) approved, by non-binding vote, executive compensation; (4) approved an amendment to the Stereotaxis, Inc., 2012 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder by one million shares; (5) approved an amendment to the Stereotaxis, Inc., Employee Stock Purchase Plan to increase the number of shares authorized for issuance thereunder by 250,000 shares; and (6) did not approve a decrease in the authorized number of shares of the Company's common stock from 300,000,000 to 150,000,000. About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer and developer of a suite of navigation systems in interventional surgical procedures. The Company's Epoch Solution is used in the treatment of arrhythmias and coronary artery disease. Stereotaxis reported a net loss of $68.75 million in 2013, following a net loss of $9.23 million in 2012. The Company's balance sheet at March 31, 2014, showed $29.83 million in total assets, $45.42 million in total liabilities and a $15.59 million total stockholders' deficit. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring operating losses and has a net capital deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. STOCKTON, CA: Calls Resident's Plan Objection a "Rant" ------------------------------------------------------ The City of Stockton, California, responded to an objection filed by T. To Can Nguyen, a resident of Stockton, California, to the First Amended Plan for the Adjustment of Debts of City of Stockton, California, stating that Mr. Nguyen is not listed by the City in any of its filings as a creditor and has not filed a proof of claim in the case. On June 2, 2014, the Debtor said Mr. Nguyen's opposition to the Plan was little more than a rant, and the City cannot discern in it any cognizable legal objection to the Plan. In a separate filing, the City submitted a Redlined Comparison of the First Amended Plan for The Adjustment of Debts of City of Stockton, California, as modified dated June 2, 2014, and the First Amended Plan for the adjustment of Debts of City of Stockton, California dated Nov. 15, 2013. A copy of the Redlined Comparison is available for free at http://bankrupt.com/misc/CITYOFSTOCKTON_1536_planredline.pdf The Debtor is represented by: Marc A. Levinson, Esq. Norman C. Hile, Esq. Patrick B. Bocash, Esq. ORRICK, HERRINGTON & SUTCLIFFE LLP 400 Capitol Mall, Suite 3000 Sacramento, CA 95814-4497 Tel: +1-916-447-9200 Fax: +1-916-329-4900 E-mails: malevinson@orrick.com nhile@orrick.com pbocash@orrick.com - and - Jeffery D. Hermann, Esq. John A. Farmer, Esq. ORRICK, HERRINGTON & SUTCLIFFE LLP 777 South Figueroa Street, Suite 3200 Los Angeles, CA 90017-5855 Tel: +1-213-629-2020 Fax: +1-213-612-2499 E-mails: jhermann@orrick.com jfarmer@orrick.com About Stockton, Calif. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Cal. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. The bankruptcy judge on April 1, 2013, ruled that the city of Stockton is eligible for municipal bankruptcy in Chapter 9. TARGETED MEDICAL: 7 Directors Elected at Annual Meeting ------------------------------------------------------- Targeted Medical Pharma, Inc., held its 2014 annual meeting of stockholders on June 6 at which the stockholders elected William E. Shell, M.D., David S. Silver, M.D., Kim Giffoni, Maurice J. DeWald, Thomas R. Wenkart, M.D., Kerry N. Weems and Paul F. Pelosi, Jr., to serve on the Company's board of directors for a term of one year. The stockholders also: (a) ratified the selection of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ended Dec. 31, 2014; and (b) approved an amendment to the Company's Amended and Restated 2011 Stock Incentive Plan to increase the number of shares of common stock that may be issued by 2,000,000 shares. About Targeted Medical Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a specialty pharmaceutical company that develops and commercializes nutrient- and pharmaceutical-based therapeutic systems. Targeted Medical reported a net loss of $9.33 million on $9.55 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss of $9.58 million on $7.29 million of total revenue in 2012. As of March 31, 2014, the Company had $4.57 million in total assets, $12.10 million in total liabilities and a $7.52 million total stockholders' deficit. Marcum LLP, in Irvine, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant net losses since its inception, and has an accumulated deficit of $23,022,407 as of Dec. 31, 2013, and incurred a net loss of $9,337,618 and negative cash flows from operations of $2,046,586 for the year ended Dec. 31, 2013. THERAPEUTICSMD INC: Stockholders Elected 9 Directors ---------------------------------------------------- TherapeuticsMD, Inc., held its 2014 annual meeting of stockholders on June 5, 2014, at which the stockholders of the Company: (1) elected Tommy G. Thompson, Robert G. Finizio, John C.K. Milligan, IV, Brian Bernick, M.D., Cooper C. Collins, Randall Stanicky, Robert V. LaPenta, Jr., Jules A. Musing and Nicholas Segal as directors each to serve until the Company's next annual meeting of stockholders or until their successors are elected and qualified; (2) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers for fiscal 2013; and (3) ratified the appointment of Rosenberg Rich Baker Berman & Company, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending Dec. 31, 2014. About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. TherapeuticsMD reported a net loss of $28.41 million in 2013, a net loss of $35.12 million in 2012, and a net loss of $12.9 million in 2011. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, expressed substantial doubt about TherapeuticsMD's ability to continue as a going concern, citing the Company's loss from operations of approximately $16 million and negative cash flow from operations of approximately $13 million. The Company's balance sheet at March 31, 2014, showed $53.56 million in total assets, $6.81 million in total liabilities and $46.75 million in total stockholders' equity. TWEETER HOME: Objects to Ch. 7 Conversion Request ------------------------------------------------- BankruptcyData reported that Tweeter Home Entertainment Group and its official committee of unsecured creditors filed with the U.S. Bankruptcy Court separate objections to the U.S. Trustee's motion for entry of an order converting the Chapter 11 reorganization to a liquidation under Chapter 7. According to BData, the committee asserts, "As this Court knows, the Debtors and the estate professionals have been struggling to overcome what upon the sale of substantially all of their assets appeared to be hundreds of millions of dollars of administrative insolvency. Now, when it appears that they will achieve that goal in a very brief time, the United States Trustee seeks to convert these cases, jeopardizing not only the recovery to general unsecured creditors, but the projected 100% recovery to administrative and priority creditors as well....A conversion of the Debtors' cases now is not in the best interest of creditors. The Debtors have made substantial progress towards confirmation of the Plan that is already on file, including the sale of substantially all of their assets, the collection of over $3.1 million in net preference recoveries, and the aggregate reduction or disallowance of secured, administrative and priority claims by approximately $213 million. A conversion of these cases to Chapter 7 at this time will thwart those efforts, and will not benefit the estates' creditors. Rather, a conversion to Chapter 7 will only harm the Debtors' creditors by virtually guaranteeing that general unsecured creditors will receive no distribution at all and jeopardizing the distribution in full to administrative and priority creditors, while at the very least delaying the issuance of any distributions....Further, a conversion that will cause the transfer of these cases to a Chapter 7 Trustee would be an inefficient use of the estates' resources. It would require the Chapter 7 Trustee to necessarily incur substantial legal and financial professional fees to just get up to speed. Further, it would subject the cash distribution of approximately $3.4 million created by the estate professionals and that is available for distribution to creditors to be reduced by the Chapter 7 Trustee's commissions." About Tweeter Home Based in Canton, Mass., Tweeter Home Entertainment Group Inc. -- http://www.tweeter.com/-- sold mid-to high-end audio and video consumer electronics products. Tweeter and seven of its affiliates filed for chapter 11 Protection on June 11, 2007 (Bankr. D. Del. Case Nos. 07-10787 through 07-10796). Gregg M. Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the Debtors. Kurtzman Carson Consultants LLC acted as the Debtors' claims and noticing agent. Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represented the Official Committee of Unsecured Creditors. As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and total debts of $190,417,285. Tweeter Home Entertainment Group filed with the U.S. Bankruptcy Court a Chapter 11 Plan of Liquidation and related Disclosure Statement in October of 2012. UNIVERSAL HEALTHCARE: Trustee Seeks Director of Subsidiaries ------------------------------------------------------------ The Trustee overseeing United Healthcare Group, Inc.'s bankruptcy proceedings, Soneet Kapila, requested that the Bankruptcy Court for the Middle District of Florida, Tampa Division authorize the appointment of J. Mark Abernathy as Sole Director of certain of Universal Health Care's subsidiaries. Abernathy is affiliated with Berkeley Research Group of Tampa, FL. The Trustee further requested that the Court direct Abernathy to evaluate the propriety of Chapter 11 petitions by those subsidiaries and file appropriate Chapter 11 petitions. The Trustee's request was joined by BankUnited but was opposed by multiple parties including the Texas Department of Insurance, Universal Health Care of Nevada, the National Organization of Life and Health Insurance Guaranty Association, and the Florida Department of Financial Services. The Receivers for Universal HMO of Texas and Universal Health Care of Nevada subsequently filed a response to case law cited by BankUnited. The Receivers argued that the cases cited by BankUnited do not address the key issue before the Court -- whether the trustee of a bankruptcy parent can appoint a director to act for subsidiaries in state insurance receivership proceedings and commence bankruptcy cases against them. The subsidiaries in this case are domestic insurance companies which are ineligible for bankruptcy relief. Further, the Receivers pointed out that in the cases cited by BankUnited, no objections were filed, whereas in the instant case numerous objections were filed. The Receivers request that the Court deny the Trustee's request to employ Abernathy. Hon. K. Rodney May ordered a final evidentiary hearing to be held on June 9, 2014 on the designated issues identified on the record at the April 20 hearing. Any pending motions other than motions for summary judgment were also to be heard at the June 9 hearing. The Receiver for Universal HMO of Texas is represented by Robert B. Glenn, Esq. of Glenn Rasmussen, PA of Tampa, FL, and Robert H. Nunnally, Jr., Esq. of Wisener Nunnally Gold, LLP of Garland, TX. The Receiver for Universal Health Care of Nevada is represented by Patrick H. Cantilo, Esq. of Cantilo & Bennett, LLP of Austin, TX. Abernathy may be reached at: J. Mark Abernathy Director BERKELEY RESEARCH GROUP 2502 North Rocky Point, Suite 695 Tampa, FL 33607 Tel: 727-560-3248 Fax: 813-228-6388 E-mail: mabernathy@brg-expert.com About Universal Health Care Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in Tampa, serves as counsel to the Debtor. Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc. serves as a forensic imaging consultant to the Chapter 11 trustee. VERSO PAPER: Moody's Lowers Corporate Family Rating to 'Caa3' ------------------------------------------------------------- Moody's Investors Service downgraded Verso Paper Holdings LLC's corporate family rating (CFR) to Caa3 from B3 and probability of default rating (PDR) to Caa3-PD from Caa2-PD. Verso's liquidity rating was also lowered to SGL-4 from SGL-3. At the same time, Moody's lowered the ratings on Verso's $150 million asset based revolving loan (ABL) to B2 (LGD1 4%) from Ba3 (LGD1 4%), the $50 million revolving credit facility and the $418 million senior secured notes due 2019 rating to Caa1 (LGD2 25%) from Ba3 (LGD2 24%), the $272 million secured notes due 2019 to Caa3 (LGD4 55%) from B3 (LGD4 54%), the $396 million fixed rate second-lien notes to Ca (LGD5 78%) from Caa3 (LGD5 79%), the $13 million floating rate second-lien notes due 2014 to Ca (LGD6 91%) from Caa2 (LGD5 79%) and the $143 million subordinated notes to Ca (LGD6 94%) from Caa3 (LGD6 94%). All of the company's ratings remain under review with direction uncertain. The rating action reflects Moody's view that the announced agreement to acquire NewPage Corporation (NewPage, B1, under review for downgrade) is becoming less likely to occur as the Department of Justice continues its review, and as Verso has been unsuccessful in its distressed exchange offer that's a prerequisite of the acquisition. Therefore, the potential for a higher CFR of the merged company is waning. "We believe it very likely that Verso will default on its debt within the next year, either via a distressed exchange as part of its attempt to acquire NewPage, or via a filing if it fails to acquire NewPage", said Ed Sustar, Moody's lead analyst for Verso. Downgrades: Issuer: Verso Paper Holdings LLC Probability of Default Rating, Downgraded to Caa3-PD from Caa2- PD; Placed Under Review Direction Uncertain Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3 Corporate Family Rating, Downgraded to Caa3 from B3; Placed Under Review Direction Uncertain Senior Subordinated Regular Bond/Debenture Aug 1, 2016, Downgraded to Ca(LGD6, 94%) from Caa3(LGD6, 94%); Placed Under Review Direction Uncertain Senior Secured Bank Credit Facility May 4, 2017, Downgraded to B2(LGD1, 04%) from Ba3(LGD1, 04%); Placed Under Review Direction Uncertain Senior Secured Bank Credit Facility May 4, 2017, Downgraded to Caa1(LGD2, 25%) from Ba3(LGD2, 24%); Placed Under Review Direction Uncertain Senior Secured Regular Bond/Debenture Aug 1, 2014, Downgraded to Ca(LGD6, 91%) from Caa2(LGD5, 79%) ; Placed Under Review Direction Uncertain Senior Secured Regular Bond/Debenture Jan 15, 2019, Downgraded to Caa3(LGD4, 55%) from B3(LGD4, 54%) ; Placed Under Review Direction Uncertain Senior Secured Regular Bond/Debenture Feb 1, 2019, Downgraded to Ca(LGD6, 91%) from Caa3(LGD5, 79%) ; Placed Under Review Direction Uncertain Senior Secured Regular Bond/Debenture Jan 15, 2019, Downgraded to Caa1(LGD2, 25%) from Ba3(LGD2, 24%); Placed Under Review Direction Uncertain Ratings Rationale Verso's Caa3 CFR reflects the elevated risk of a default or distressed exchange in the next 12 months, the company's weak liquidity, high leverage (adjusted leverage over 13x), and the expectation that the company will continue to face secular demand declines and weak prices for most of the grades of coated paper it produces. The rating considers the significant overcapacity in the coated paper industry and the uncertainty of the company's ability to close the previously announced agreement to acquire NewPage. The rating is supported by the company's vertically integrated, relatively low cost asset base and its strong market position as the second largest producer of coated papers in North America. The downgrade of Verso's speculative grade liquidity rating to SGL-4 reflects the company's continued negative cash flow generation stemming from challenging industry conditions. At March 2014, the company had approximately $4 million of cash and net availability of approximately $45 million under the company's combined $150 million asset based revolving credit facility (ABL) and $50 million revolving credit facility (both maturing May 2017). The company has $13 million of debt maturing over the next twelve months and Moody's estimate that Verso will burn approximately $90 million of cash during this period. With most of Verso's assets secured, the company has limited alternative liquidity. During the second quarter Verso (through one of its wholly-owned subsidiaries) entered into a new $40 million revolving credit facility that matures no later than May 2015. Moody's does not consider this loan as an additional source of liquidity since it matures in less than one year. Verso's ratings were put on review in January, 2014, following the company's announcement that it had entered an agreement to acquire NewPage. Verso and NewPage continue to work with the Justice Department in terms of antitrust and regulatory compliance issues with the proposed merger. Moody's review will continue to focus on: the proposed capital structure and the anticipated operating and financial performance of Verso, NewPage and the combined company; the integration process and the ability to move funds within the combined company; and the size, pace and allocations of realizable cost synergies. It is anticipated that following the acquisition, Verso and NewPage will be run as separate legal entities with a shared services agreement. The review will assess liquidity arrangements and the combined company's business prospects in the challenging coated paper industry which is experiencing secular decline. If the merger closes and Verso is able to successfully integrate the operations of NewPage, improve its ability to cope with the declining coated paper industry through improved management of operating capacity and obtain significant synergies, Verso's CFR might be upgraded. If the acquisition does not close, or if Moody's anticipates that Verso will face significant challenges in integrating NewPage, Verso's CFR may be downgraded. The principal methodology used in this rating was the Global Paper and Forest Products Industry published in October 2013. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Memphis, Tennessee, Verso is the second largest coated paper producer in North America with 8 paper machines at three paper manufacturing mills. In January 2014, Verso announced its intention to acquire NewPage Corporation for $1.4 billion. NewPage is a private company and is the largest coated paper producer in North America with 15 paper machines at 8 paper manufacturing mills. The acquisition is subject to regulatory approvals. VICTORY ENERGY: Sells Leasehold Properties for $4 Million --------------------------------------------------------- Victory Energy Corporation, through its controlling interest and as managing partner in Aurora Energy Partners, sold certain leasehold properties and all of Aurora's related interests in approximately 640 gross and 128 net mineral acres located in Glasscock County, Texas, to an unrelated third party for approximately $4 million in cash gross to Aurora. The sale was made pursuant to a Purchase and Sale Agreement dated as of April 30, 2014, by and among the working interest owner/sellers, including Aurora, and the Buyer. Aurora has certain post closing indemnification obligations customary for a transaction of this type. About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. Victory Energy reported a net loss of $2.11 million on $735,413 of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $7.09 million on $326,384 of total revenues in 2012. As of March 31, 2014, the Company had $3.22 million in total assets, $1.50 million in total liabilities and $1.71 million in total stockholders' equity. Weaver & Tidwell, LLP, in Fort Worth, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. WORLDWIDE MIXED MARTIAL: Trustee Recommends Case Dismissal ---------------------------------------------------------- The Chapter 11 Trustee, Alfred T. Giuliano, does not object to the Petitioning Creditors' request to dismiss Worldwide Mixed Martial Arts Sports, Inc.'s Involuntary Chapter 11 case in the District of New Jersey. The Petitioning Creditors, Mackenzie Mergers and Acquisitions, Consultants for Business and Industry, and Luigi Agostini filed a Motion for Voluntary Dismissal as well as advised the Court and parties that they are equity holders of the Debtor. A number of other creditors led by William A. McFarland, CEO of Novuss Media, Inc. oppose the dismissal. According to the Trustee, this matter is a non-bankruptcy dispute between McFarland and the Petitioning Creditors. There are currently active securities fraud investigations and state court actions against one or more of the Petitioning Creditors. The Trustee asserts that the requirements for dismissal under Sec. 303(j) of the Bankruptcy Code have been satisfied. Section 303(j) provides for dismissal after notice and hearing when the bankruptcy petitioner(s) and the debtor all consent to dismissal or in cases where there has been no active prosecution of the case since filing. The Trustee asserts that all of the requisites for dismissal have been met, and that creditors such as McFarland have adequate and appropriate remedies outside of the bankruptcy court. For example, the Trustee suggests that the creditors could seek the appointment of a receiver, or assist the SEC in its investigations but cannot use the bankruptcy process to advance their personal agendas. About Worldwide Mixed Martial Arts Sports, Inc. Lawrence C. May, Edward M. Daspin, and Luigi Agostini filed an involuntary Chapter 11 case against Boonton, New Jersey-based Worldwide Mixed Martial Arts Sports, Inc., aka Worldwide Mixed Martial Arts Sports, Inc. and its subsidiary Worldwide MMA, USA, Inc. and its parent WMMA Holdings, Inc. (Bankr. D. N.J. Case No. 13-35006) on Nov. 14, 2013. The Hon. Rosemary Gambardella presides over the case. The Chapter 11 Trustee, Alfred T. Giuliano, is represented by Michael G. Menkowitz, Esq. and Magdalena Schardt, Esq. of Fox Rothschild LLP of Philadelphia, PA. XZERES CORP: William Hagler Holds 5.7% Equity Stake --------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, William N. Hagler disclosed that as of May 31, 2014, he beneficially owned 2,629,203 shares of common stock of Xzeres Corp representing 5.76 percent of the shares outstanding. Mr. Hagler previously owned 2,464,893 shares at May 10, 2013. A copy of the regulatory filing is available for free at http://is.gd/0H8GHS About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. Xzeres incurred a net loss of $7.59 million on $4.51 million of gross revenues for the year ended Feb. 28, 2013, as compared with a net loss of $8.60 million on $3.96 million of gross revenues for the year ended Feb. 28, 2012. The Company's balance sheet at Nov. 30, 2013, showed $7.64 million in total assets, $12.27 million in total liabilities and a $4.62 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statement for the year ended Feb. 28, 2013. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. XZERES CORP: Ravago Holdings Reports 12% Equity Stake ----------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Ravago Holdings America Inc. disclosed that as of April 16, 2014, it beneficially owned 5,370,560 shares of common stock of Xzeres Corp representing 12.07% of the shares outstanding. The reporting person previously reported beneficial ownership of 4,253,333 shares at Dec. 17, 2013. A full-text copy of the regulatory filing is available at http://is.gd/kspVAJ About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. Xzeres incurred a net loss of $7.59 million on $4.51 million of gross revenues for the year ended Feb. 28, 2013, as compared with a net loss of $8.60 million on $3.96 million of gross revenues for the year ended Feb. 28, 2012. The Company's balance sheet at Nov. 30, 2013, showed $7.64 million in total assets, $12.27 million in total liabilities and a $4.62 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statement for the year ended Feb. 28, 2013. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. XZERES CORP: Core Fund Owns 7.9% Equity Stake --------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Core Fund LP disclosed that as of May 31, 2014, it beneficially owned 3,517,491 shares of common stock Xzeres Corp representing 7.98 percent of the shares outstanding. Core Fund previously owned 3,976,153 shares of common stock of the Company at June 24, 2013. A full-text copy of the regulatory filing is available for free at http://is.gd/uIf4Fq About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. Xzeres incurred a net loss of $7.59 million on $4.51 million of gross revenues for the year ended Feb. 28, 2013, as compared with a net loss of $8.60 million on $3.96 million of gross revenues for the year ended Feb. 28, 2012. The Company's balance sheet at Nov. 30, 2013, showed $7.64 million in total assets, $12.27 million in total liabilities and a $4.62 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statement for the year ended Feb. 28, 2013. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. * Bank Account Screening Tool Is Scrutinized as Excessive --------------------------------------------------------- Jessica Silver-Greenberg and Michael Corkery, writing for The New York Times' DealBook, reported that regulators say banks are screening out potential customers and swelling the ranks of the so-called unbanked -- the roughly 10 million households in the United States that lack even a basic bank account -- through the use of databases that were intended to weed out serial fraudsters. According to the report, citing people briefed on the matter, New York's attorney general, Eric T. Schneiderman, will become the first government authority to take aim at how banks use the databases. The attorney general's office is expected to announce that Capital One has agreed to fundamentally change the way it uses the largest database, ChexSystems, barring only customers who land in the database for fraud. * Diplomacy Given Short Shrift In Argentina Discovery Ruling ------------------------------------------------------------ Law360 reported that the U.S. Supreme Court's ruling, which ignored the pleas of the U.S. solicitor general and allowed broad discovery in a long-running bond dispute involving Argentina, caps a trend of courts moving away from giving deference to the federal government's wishes in sensitive cases involving foreign sovereigns, attorneys say. According to the report, Justice Antonin Scalia wrote in a 7-1 decision that the Foreign Sovereign Immunities Act does not bar post-judgment discovery of information by a creditor -- in this case, NML Capital Ltd., a unit of Paul Singer's Elliott Management Corp. -- related to a sovereign debtor's extraterritorial assets, including subpoenas issued against third-party banks. While rules for discovery in post-judgment execution normally allow discovery from third-party banks of the judgment debtors' assets outside the U.S., Argentina had argued that the sovereign immunity granted by FSIA blocked these requests, the report related. But the high court rejected Argentina's argument, saying the "comprehensive" framework of FSIA for sovereign disputes did not grant immunity to such discovery requests, the report further related. * Steptoe Bankruptcy, Finance Crew Leaves For Trial Boutique ------------------------------------------------------------ Nationally recognized trial law firm Williams Montgomery & John announced that eight former Steptoe & Johnson litigation attorneys are joining the Firm. "This outstanding group, led by Chris Barber, brings extensive trial experience that will greatly expand the depth of services for our clients," said C. Barry Montgomery, Chairman and Founding Partner of Williams Montgomery & John. "In light of the evolution of commercial litigation over the past decade, Williams Montgomery & John was the right fit for us at the right time," said Barber. "I'm looking forward to helping the Firm continue to grow its complex commercial trial practice." Barber's group focuses on complex commercial litigation and arbitration, with extensive experience in financial markets, bankruptcy and reinsurance matters. Barber has tried over 140 cases to completion in the United States and internationally, including trials, arbitrations, and regulatory enforcement proceedings. Members of the team include: Christopher J. Barber, Esq. -- cjb@willmont.com -- Partner Peter J. Meyer, Esq. -- pjm@willmont.com -- Partner Gary W. Garner, Esq. -- gwg@willmont.com -- Partner Joshua M. Wiersma, Esq. -- jmw@willmont.com -- Associate Jonathan Miller, Esq. -- jm@willmont.com -- Associate Darren Bernens Kinkead, Esq. -- dbk@willmont.com -- Associate Donald F. Brosnan, Esq. -- dfb@willmont.com -- Associate Matthew Dowling, Esq. -- md@willmont.com -- Associate Founded in 1967, Williams Montgomery & John has earned a reputation as one of the nation's top commercial litigation firms serving major corporate clients. The Firm is distinguished by its trial experience, stellar track record and willingness to try the most difficult cases. "This group brings impressive skills, relationships and wide- ranging trial experience," said Montgomery. "We welcome them, and are excited about the legal capability and range of clients they are bringing to our litigation practice." * May Bankruptcy Filings Decrease 11% from Previous Year -------------------------------------------------------- Alexandria, VIRGINIA -- June 4, 2014 -- Total bankruptcy filings in the United States decreased 11 percent in May 2014 over May of last year, according to data provided by Epiq Systems, Inc. Bankruptcy filings totaled 85,664 in May 2014, down from the May 2013 total of 96,495. Consumer filings declined 11 percent to 82,474 from the May 2013 consumer filing total of 92,440. Total commercial filings in May 2014 decreased to 3,190, representing a 21 percent decline from the 4,055 business filings recorded in May 2013. Total commercial chapter 11 filings dipped 21 percent to 429 filings in May 2014 from the 540 commercial chapter 11 filings registered in May 2013. "Bankruptcy filings continue to nose dive in the current environment of sustained low interest rates for business borrowers and lower than expected consumer spending," said ABI Executive Director Samuel J. Gerdano. "As these conditions persist, bankruptcy filings will continue to decrease." Total bankruptcy filings for the month of May represented a 3 percent decrease compared to the 88,137 total filings recorded in April 2014. Total noncommercial filings for May also represented a 3 percent decrease from the April 2014 noncommercial filing total of 84,750. May's commercial filing total represented a 6 percent decrease from the April 2014 commercial filing total of 3,387. May commercial chapter 11 filings experienced a 38 percent decrease when compared to the 687 filings registered the previous month. The average nationwide per capita bankruptcy-filing rate in May was 3.13 (total filings per 1,000 per population), an increase from the 3.09 rate registered in the first four months of the year. Average total filings per day in May 2014 were 2,763, a 11 percent decrease from the 3,113 total daily filings in May 2013. States with the highest per capita filing rates (total filings per 1,000 population) in May 2014 were: 1. Tennessee (6.30) 2. Alabama (5.26) 3. Georgia (5.25) 4. Illinois (5.03) 5. Utah (4.96) ABI has partnered with Epiq Systems, Inc. in order to provide the most current bankruptcy filing data for analysts, researchers and members of the news media. Epiq Systems is a leading provider of managed technology for the global legal profession. For further information about the statistics or additional requests, please contact ABI Public Affairs Manager John Hartgen at 703-894-5935 or jhartgen@abiworld.org. About ABI ABI is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes more than 13,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. For additional information on ABI, visit www.abiworld.org. For additional conference information, visit http://www.abiworld.org/conferences.html About Epiq Systems Epiq Systems is a leading provider of managed technology for the global legal profession. Epiq Systems offers innovative technology solutions for electronic discovery, document review, legal notification, claims administration and controlled disbursement of funds. Epiq System's clients include leading law firms, corporate legal departments, bankruptcy trustees, government agencies, mortgage processors, financial institutions, and other professional advisors who require innovative technology, responsive service and deep subject-matter expertise. For more information on Epiq Systems, Inc., please visit http://www.epiqsystems.com. * Argentina Asks U.S. Judge for Talks in Debt Dispute ----------------------------------------------------- Ken Parks and Nicole Hong, writing for The Wall Street Journal, reported that Argentina took its first step in U.S. court toward negotiating with holdout creditors in a bid to end a dispute over unpaid debt and avoid a default. According to the report, Argentine stocks and bonds rallied after Argentina asked U.S. District Judge Thomas Griesa to give it more time to seek a deal with hedge funds suing to collect on bonds affected by the country's 2001 default. The court filing indicated Argentina still wanted to make a deal, investors said, the Journal related. In a signal that talks could soon get under way, Mr. Griesa appointed attorney Daniel Pollack to preside over negotiations, the report further related. * S&P Loses Bid to Unify State Suits Claiming Bad Ratings --------------------------------------------------------- Bob Van Voris and Edvard Pettersson, writing for Bloomberg News, reported that McGraw Hill Financial Inc.'s Standard & Poor's unit lost its bid to consolidate state claims that it lied about the objectivity of its ratings in the run-up to the 2008 financial crisis, forcing it to fight lawsuits in 18 state courts. According to the report, U.S. District Judge Jesse Furman in Manhattan ruled the suits were properly filed in state courts under local consumer-protection laws. S&P argued federal laws should govern the claims, the report recalled. "With few exceptions, the doors to federal court do not swing open merely because a party has a national presence or is alleged to have committed wrongdoing that is national in scope, or merely because litigation in federal court might be more efficient," Judge Furman said on June 3 in his decision, Bloomberg related. The case is In re Standard & Poor's Rating Agency Litigation, 13- md-2446, U.S. District Court, Southern District of New York (Manhattan). * U.S. Tells Citi to Raise Mortgage Settlement Offer ---------------------------------------------------- Devlin Barrett and Christina Rexrode, writing for The Wall Street Journal, reported that the Justice Department and Citigroup Inc. are locked in a high-stakes game of chicken, with the U.S. warning it plans to file a lawsuit related to Citigroup's alleged sale of shoddy mortgages in the run-up to the financial crisis, according to people familiar with the talks. According to the report, Citigroup is offering less than $4 billion to resolve a long-running civil probe by the Justice Department over how the bank packaged mortgages into bonds and sold them to investors. The government has sought a figure closer to $10 billion, the report related, citing these people. * Gibson Dunn Adds Bankruptcy Pro To LA Practice ------------------------------------------------ Gibson, Dunn & Crutcher LLP is pleased to announce that Robert Klyman, Esq. -- rklyman@gibsondunn.com -- is joining the firm as a partner. Klyman joins the firm's Business Restructuring and Reorganization Practice Group. He will be based in the Los Angeles office and will spend substantial time in the New York office. He was formerly a partner with Latham & Watkins. "We are pleased to welcome Robert to the firm," said Ken Doran, Chairman and Managing Partner of Gibson Dunn. "He is a talented lawyer, and his experience handling large debtor cases, bankruptcy M&A matters and bankruptcy litigation makes him a strong addition to the firm's reorganization practice in Los Angeles and nationally." "Robert is an excellent lawyer," said Jeffrey Krause, Co-Chair of the firm's Business Restructuring and Reorganization Practice Group. "He has a very versatile skill set and a strong reputation in the market. We are delighted to have him on the team." "I look forward to working with my new colleagues at Gibson Dunn," Klyman said. "Gibson Dunn's collegial culture, entrepreneurial spirit, and strong litigation and corporate platforms will assist me in continuing to expand and build upon my practice." About Robert Klyman Klyman focuses his practice on corporate bankruptcy, restructuring and litigation, representing debtors, acquirers, lenders, creditors and boards of directors. He has extensive experience representing debtors in chapter 11 cases and out-of-court restructuring matters, including pre-packaged and pre-negotiated bankruptcy cases. He has represented clients in litigating complex bankruptcy and commercial matters arising from chapter 11 cases, both at trial and on appeal. He also regularly advises strategic and financial acquirers of assets and companies through the chapter 11 process, including with respect to strategic DIP financing and takeover-related litigation and in chapter 9 bankruptcy cases. Prior to joining Gibson Dunn, Klyman practiced at Latham & Watkins since 1989. He graduated cum laude from University of Michigan Law School in 1989. * Large Companies With Insolvent Balance Sheet ---------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 118.9 (8.4) 1.0 ABSOLUTE SOFTWRE OU1 GR 118.9 (8.4) 1.0 ABSOLUTE SOFTWRE ALSWF US 118.9 (8.4) 1.0 ACHAOGEN INC AKAO US 13.8 (0.0) 2.1 ACTINIUM PHARMAC ATNM US 6.6 (13.5) (13.5) ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVENT SOFTWARE ADVS US 452.2 (91.1) (90.7) ADVENT SOFTWARE AXQ GR 452.2 (91.1) (90.7) AEMETIS INC AMTX US 97.1 (12.8) (23.4) AEROHIVE NETWORK HIVE US 69.9 (3.3) 21.5 AEROHIVE NETWORK 2NW GR 69.9 (3.3) 21.5 AGENUS INC AGEN US 34.8 (4.5) 17.9 AIR CANADA-CL A ADH GR 9,964.0 (1,947.0) (185.0) AIR CANADA-CL A AIDIF US 9,964.0 (1,947.0) (185.0) AIR CANADA-CL A AC/A CN 9,964.0 (1,947.0) (185.0) AIR CANADA-CL A ADH TH 9,964.0 (1,947.0) (185.0) AIR CANADA-CL B AIDEF US 9,964.0 (1,947.0) (185.0) AIR CANADA-CL B AC/B CN 9,964.0 (1,947.0) (185.0) ALDER BIOPHARMAC ALDR1EUR EU 26.7 (32.0) 2.5 ALDER BIOPHARMAC 3A9 GR 26.7 (32.0) 2.5 ALDER BIOPHARMAC ALDR US 26.7 (32.0) 2.5 ALLIANCE HEALTHC AIQ US 465.3 (136.6) 59.5 AMC NETWORKS-A 9AC GR 3,484.7 (478.3) 642.3 AMC NETWORKS-A AMCX US 3,484.7 (478.3) 642.3 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 AMYRIS INC AMRS US 236.8 (112.5) 33.5 ANGIE'S LIST INC ANGI US 124.3 (20.3) (30.0) ANGIE'S LIST INC 8AL TH 124.3 (20.3) (30.0) ANGIE'S LIST INC 8AL GR 124.3 (20.3) (30.0) ARRAY BIOPHARMA AR2 TH 135.2 (23.3) 72.2 ARRAY BIOPHARMA ARRY US 135.2 (23.3) 72.2 ARRAY BIOPHARMA AR2 GR 135.2 (23.3) 72.2 ASPEN AEROGELS I AP1 GR 88.2 (80.7) (5.2) ASPEN AEROGELS I ASPN US 88.2 (80.7) (5.2) AUTOZONE INC AZO US 7,371.8 (1,808.2) (1,016.1) AUTOZONE INC AZ5 TH 7,371.8 (1,808.2) (1,016.1) AUTOZONE INC AZ5 GR 7,371.8 (1,808.2) (1,016.1) AXIM INTERNATION AXIM US 0.1 (0.1) (0.1) BARRACUDA NETWOR CUDA US 350.1 (5.7) 30.5 BARRACUDA NETWOR 7BM GR 350.1 (5.7) 30.5 BERRY PLASTICS G BERY US 5,367.0 (135.0) 684.0 BERRY PLASTICS G BP0 GR 5,367.0 (135.0) 684.0 BIOCRYST PHARM BCRX US 43.4 (5.7) 22.0 BIOCRYST PHARM BO1 TH 43.4 (5.7) 22.0 BIOCRYST PHARM BO1 GR 43.4 (5.7) 22.0 BRP INC/CA-SUB V B15A GR 2,019.7 (17.0) 172.7 BRP INC/CA-SUB V BRPIF US 2,019.7 (17.0) 172.7 BRP INC/CA-SUB V DOO CN 2,019.7 (17.0) 172.7 BURLINGTON STORE BURL US 2,547.8 (136.3) 124.8 BURLINGTON STORE BUI GR 2,547.8 (136.3) 124.8 CABLEVISION SY-A CVC US 6,542.9 (5,210.9) 281.8 CABLEVISION SY-A CVY GR 6,542.9 (5,210.9) 281.8 CAESARS ENTERTAI C08 GR 24,376.7 (2,276.8) 566.0 CAESARS ENTERTAI CZR US 24,376.7 (2,276.8) 566.0 CALLIDUS CAPITAL 28K GR 444.5 (4.3) - CALLIDUS CAPITAL CBL CN 444.5 (4.3) - CANNAVEST CORP CANV US 10.7 (0.2) (1.3) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CC MEDIA-A CCMO US 14,597.1 (9,128.0) 643.8 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CENVEO INC CVO US 1,206.8 (511.7) 145.0 CHOICE HOTELS CZH GR 554.9 (454.6) 109.5 CHOICE HOTELS CHH US 554.9 (454.6) 109.5 CIENA CORP CIE1 TH 1,795.5 (80.8) 641.3 CIENA CORP CIEN US 1,795.5 (80.8) 641.3 CIENA CORP CIEN TE 1,795.5 (80.8) 641.3 CIENA CORP CIE1 GR 1,795.5 (80.8) 641.3 CINCINNATI BELL CBB US 2,101.5 (670.7) 7.7 DELEK LOGISTICS D6L GR 301.3 (4.1) 14.8 DELEK LOGISTICS DKL US 301.3 (4.1) 14.8 DEX MEDIA INC 9DX GR 2,275.0 (782.0) 162.0 DEX MEDIA INC DXM US 2,275.0 (782.0) 162.0 DIRECTV DTV US 22,520.0 (6,512.0) (929.0) DIRECTV DTV CI 22,520.0 (6,512.0) (929.0) DIRECTV DIG1 GR 22,520.0 (6,512.0) (929.0) DOMINO'S PIZZA DPZ US 524.3 (1,269.0) 113.5 DOMINO'S PIZZA EZV GR 524.3 (1,269.0) 113.5 DOMINO'S PIZZA EZV TH 524.3 (1,269.0) 113.5 DUN & BRADSTREET DNB US 1,807.2 (1,061.9) (85.5) DUN & BRADSTREET DB5 GR 1,807.2 (1,061.9) (85.5) EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 ELEVEN BIOTHERAP EBIO US 5.1 (6.1) (2.9) EMPIRE RESORTS I LHC1 GR 38.7 (14.0) (14.6) EMPIRE RESORTS I NYNY US 38.7 (14.0) (14.6) EMPIRE STATE -ES ESBA US 1,122.2 (31.6) (925.9) EMPIRE STATE-S60 OGCP US 1,122.2 (31.6) (925.9) FAIRPOINT COMMUN FRP US 1,546.4 (338.8) 25.3 FAIRPOINT COMMUN FONN GR 1,546.4 (338.8) 25.3 FERRELLGAS-LP FEG GR 1,589.9 (88.9) 89.0 FERRELLGAS-LP FGP US 1,589.9 (88.9) 89.0 FIVE9 INC 1F9 GR 56.3 (3.0) 1.1 FIVE9 INC FIVN US 56.3 (3.0) 1.1 FREESCALE SEMICO 1FS TH 3,100.0 (3,851.0) 1,244.0 FREESCALE SEMICO FSL US 3,100.0 (3,851.0) 1,244.0 FREESCALE SEMICO 1FS GR 3,100.0 (3,851.0) 1,244.0 GAMING AND LEISU 2GL GR 2,561.9 (68.0) (44.7) GAMING AND LEISU GLPI US 2,561.9 (68.0) (44.7) GENTIVA HEALTH GTIV US 1,234.9 (297.6) 99.2 GENTIVA HEALTH GHT GR 1,234.9 (297.6) 99.2 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GLOBALSTAR INC GSAT US 1,350.0 (74.3) (97.3) GLORI ENERGY INC GLRI US 0.1 (0.0) - GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GTT COMMUNICATIO GTT US 168.5 (0.1) (25.3) HCA HOLDINGS INC 2BH GR 29,809.0 (6,467.0) 2,986.0 HCA HOLDINGS INC 2BH TH 29,809.0 (6,467.0) 2,986.0 HCA HOLDINGS INC HCA US 29,809.0 (6,467.0) 2,986.0 HD SUPPLY HOLDIN HDS US 6,552.0 (750.0) 1,446.0 HD SUPPLY HOLDIN 5HD GR 6,552.0 (750.0) 1,446.0 HORIZON PHARMA I HZNP US 299.1 (229.2) 93.2 HORIZON PHARMA I HPM GR 299.1 (229.2) 93.2 HORIZON PHARMA I HPM TH 299.1 (229.2) 93.2 HOVNANIAN ENT-A HOV US 1,838.8 (462.5) 1,122.1 HOVNANIAN ENT-A HO3 GR 1,838.8 (462.5) 1,122.1 HOVNANIAN ENT-B HOVVB US 1,838.8 (462.5) 1,122.1 HOVNANIAN-A-WI HOV-W US 1,838.8 (462.5) 1,122.1 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) INCYTE CORP INCY US 666.8 (162.4) 474.2 INCYTE CORP ICY TH 666.8 (162.4) 474.2 INCYTE CORP ICY GR 666.8 (162.4) 474.2 INFOR US INC LWSN US 6,515.2 (555.7) (303.6) INTERCEPT PHARMA ICPT US 141.9 (153.7) (148.2) INTERCEPT PHARMA I4P GR 141.9 (153.7) (148.2) INTERCEPT PHARMA I4P TH 141.9 (153.7) (148.2) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE US 1,642.6 (117.4) 221.0 JUST ENERGY GROU 1JE GR 1,642.6 (117.4) 221.0 JUST ENERGY GROU JE CN 1,642.6 (117.4) 221.0 KINAXIS INC KXS CN 44.6 (70.4) (6.4) L BRANDS INC LTD GR 6,663.0 (609.0) 1,070.0 L BRANDS INC LTD TH 6,663.0 (609.0) 1,070.0 L BRANDS INC LB US 6,663.0 (609.0) 1,070.0 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEE ENTERPRISES LE7 GR 797.3 (155.6) 0.8 LEE ENTERPRISES LEE US 797.3 (155.6) 0.8 LORILLARD INC LLV TH 3,912.0 (2,161.0) 897.0 LORILLARD INC LLV GR 3,912.0 (2,161.0) 897.0 LORILLARD INC LO US 3,912.0 (2,161.0) 897.0 LUMENPULSE INC LMP CN 29.4 (38.4) 3.5 LUMENPULSE INC 0L6 GR 29.4 (38.4) 3.5 MARRIOTT INTL-A MAQ GR 6,665.0 (1,625.0) (1,031.0) MARRIOTT INTL-A MAQ TH 6,665.0 (1,625.0) (1,031.0) MARRIOTT INTL-A MAR US 6,665.0 (1,625.0) (1,031.0) MDC PARTNERS-A MDZ/A CN 1,570.3 (94.1) (218.7) MDC PARTNERS-A MDCA US 1,570.3 (94.1) (218.7) MDC PARTNERS-A MD7A GR 1,570.3 (94.1) (218.7) MERITOR INC AID1 GR 2,531.0 (782.0) 298.0 MERITOR INC MTOR US 2,531.0 (782.0) 298.0 MERRIMACK PHARMA MACK US 165.0 (65.8) 81.9 MERRIMACK PHARMA MP6 GR 165.0 (65.8) 81.9 MONEYGRAM INTERN MGI US 4,761.4 (39.5) 115.9 MORGANS HOTEL GR MHGC US 571.2 (178.5) 8.1 MORGANS HOTEL GR M1U GR 571.2 (178.5) 8.1 MPG OFFICE TRUST MPG US 1,280.0 (437.3) - NATIONAL CINEMED NCMI US 998.4 (179.2) 99.9 NATIONAL CINEMED XWM GR 998.4 (179.2) 99.9 NAVISTAR INTL IHR TH 7,727.0 (4,072.0) 1,070.0 NAVISTAR INTL NAV US 7,727.0 (4,072.0) 1,070.0 NAVISTAR INTL IHR GR 7,727.0 (4,072.0) 1,070.0 NEKTAR THERAPEUT NKTR US 487.0 (9.8) 225.5 NEKTAR THERAPEUT ITH GR 487.0 (9.8) 225.5 NEW ENG RLTY-LP NEN US 180.1 (23.2) - NEXSTAR BROADC-A NXST US 1,148.8 (8.4) 134.7 NEXSTAR BROADC-A NXZ GR 1,148.8 (8.4) 134.7 NII HOLDING INC NIHD* MM 8,189.7 (8.8) 1,078.9 NYMOX PHARMACEUT NYMX US 0.9 (6.3) (3.8) OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) OPOWER INC OPWR US 63.1 (6.3) (11.9) OPOWER INC 38O GR 63.1 (6.3) (11.9) OPOWER INC 38O TH 63.1 (6.3) (11.9) OVERSEAS SHIPHLD OSGIQ US 3,658.3 (51.3) 480.8 PALM INC PALM US 1,007.2 (6.2) 141.7 PHIBRO ANIMAL HE PAHC LN 473.3 (78.7) 177.3 PHIBRO ANIMAL HE PAO EU 473.3 (78.7) 177.3 PHIBRO ANIMAL HE PAO GR 473.3 (78.7) 177.3 PHIBRO ANIMAL-A PAHC US 473.3 (78.7) 177.3 PHIBRO ANIMAL-A PB8 GR 473.3 (78.7) 177.3 PHILIP MORRIS IN 4I1 GR 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN 4I1 TH 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM US 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PMI SW 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM1CHF EU 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM1 TE 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM FP 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM1EUR EU 36,137.0 (7,157.0) 854.0 PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLUG POWER INC PLUN TH 35.4 (15.5) 11.1 PLUG POWER INC PLUN GR 35.4 (15.5) 11.1 PLUG POWER INC PLUG US 35.4 (15.5) 11.1 PLY GEM HOLDINGS PGEM US 1,033.7 (107.2) 199.4 PLY GEM HOLDINGS PG6 GR 1,033.7 (107.2) 199.4 PROTALEX INC PRTX US 2.8 (7.0) 2.3 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QDZ GR 443.2 (51.2) 106.0 QUALITY DISTRIBU QLTY US 443.2 (51.2) 106.0 QUINTILES TRANSN Q US 3,061.9 (559.5) 571.3 QUINTILES TRANSN QTS GR 3,061.9 (559.5) 571.3 RADIUS HEALTH IN RDUS US 12.8 (24.5) (22.7) RADIUS HEALTH IN 1R8 GR 12.8 (24.5) (22.7) RADNET INC RDNT US 737.2 (9.3) 61.4 RADNET INC PQI GR 737.2 (9.3) 61.4 REGAL ENTERTAI-A RGC US 2,787.3 (751.2) 142.6 REGAL ENTERTAI-A RETA GR 2,787.3 (751.2) 142.6 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 RETROPHIN INC RTRX US 94.0 (35.4) (107.0) RETROPHIN INC 17R GR 94.0 (35.4) (107.0) REVLON INC-A REV US 2,105.1 (589.0) 248.9 REVLON INC-A RVL1 GR 2,105.1 (589.0) 248.9 RITE AID CORP RTA GR 6,946.5 (2,046.4) 1,643.0 RITE AID CORP RAD US 6,946.5 (2,046.4) 1,643.0 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SABRE CORP SABR US 4,750.4 (312.9) (279.6) SABRE CORP 19S GR 4,750.4 (312.9) (279.6) SABRE CORP 19S TH 4,750.4 (312.9) (279.6) SALLY BEAUTY HOL S7V GR 2,106.0 (268.8) 715.8 SALLY BEAUTY HOL SBH US 2,106.0 (268.8) 715.8 SEQUENOM INC SQNM US 122.9 (58.6) 40.8 SILVER SPRING NE 9SI GR 524.4 (97.1) 97.5 SILVER SPRING NE 9SI TH 524.4 (97.1) 97.5 SILVER SPRING NE SSNI US 524.4 (97.1) 97.5 SPORTSMAN'S WARE SPWH US 224.2 (121.1) 83.2 SPORTSMAN'S WARE 06S GR 224.2 (121.1) 83.2 SUNEDISON INC WFR GR 7,166.1 (236.5) 250.8 SUNEDISON INC WFR TH 7,166.1 (236.5) 250.8 SUNEDISON INC SUNE* MM 7,166.1 (236.5) 250.8 SUNEDISON INC SUNE US 7,166.1 (236.5) 250.8 SUNGAME CORP SGMZ US 2.2 (3.6) (3.9) SUPERVALU INC SVU US 4,374.0 (738.0) 52.0 SUPERVALU INC SJ1 GR 4,374.0 (738.0) 52.0 SUPERVALU INC SJ1 TH 4,374.0 (738.0) 52.0 SURNA INC SRNA US 0.0 (2.6) (2.6) THRESHOLD PHARMA THLD US 94.7 (29.0) 50.3 TRANSDIGM GROUP T7D GR 6,399.3 (125.6) 975.5 TRANSDIGM GROUP TDG US 6,399.3 (125.6) 975.5 TRINET GROUP INC TNET US 1,434.7 (270.4) 65.1 TRINET GROUP INC TN3 GR 1,434.7 (270.4) 65.1 TRINET GROUP INC TN3 TH 1,434.7 (270.4) 65.1 TRINET GROUP INC TNETEUR EU 1,434.7 (270.4) 65.1 ULTRA PETROLEUM UPL US 2,881.8 (227.7) (374.8) ULTRA PETROLEUM UPM GR 2,881.8 (227.7) (374.8) UNISYS CORP UIS US 2,399.2 (659.6) 421.4 UNISYS CORP UISEUR EU 2,399.2 (659.6) 421.4 UNISYS CORP UISCHF EU 2,399.2 (659.6) 421.4 UNISYS CORP USY1 GR 2,399.2 (659.6) 421.4 UNISYS CORP USY1 TH 2,399.2 (659.6) 421.4 UNISYS CORP UIS1 SW 2,399.2 (659.6) 421.4 VANGUARD MINING VNMC US 1.4 (1.5) (0.2) VARONIS SYSTEMS VS2 GR 33.7 (1.5) 1.8 VARONIS SYSTEMS VRNS US 33.7 (1.5) 1.8 VECTOR GROUP LTD VGR US 1,459.2 (12.6) 422.5 VECTOR GROUP LTD VGR GR 1,459.2 (12.6) 422.5 VENOCO INC VQ US 738.2 (130.8) (13.4) VERISIGN INC VRS GR 2,609.3 (457.6) (253.6) VERISIGN INC VRS TH 2,609.3 (457.6) (253.6) VERISIGN INC VRSN US 2,609.3 (457.6) (253.6) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VISKASE COS I VKSC US 346.7 (16.3) 106.1 WEIGHT WATCHERS WW6 TH 1,483.1 (1,452.8) (31.0) WEIGHT WATCHERS WW6 GR 1,483.1 (1,452.8) (31.0) WEIGHT WATCHERS WTW US 1,483.1 (1,452.8) (31.0) WEST CORP WT2 GR 3,544.1 (709.4) 405.3 WEST CORP WSTC US 3,544.1 (709.4) 405.3 WESTMORELAND COA WLB US 1,407.1 (206.2) (30.5) WESTMORELAND COA WME GR 1,407.1 (206.2) (30.5) XERIUM TECHNOLOG XRM US 631.1 (11.8) 104.4 XERIUM TECHNOLOG TXRN GR 631.1 (11.8) 104.4 YRC WORLDWIDE IN YEL1 GR 2,215.1 (363.1) 193.6 YRC WORLDWIDE IN YEL1 TH 2,215.1 (363.1) 193.6 YRC WORLDWIDE IN YRCW US 2,215.1 (363.1) 193.6 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2014. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***