/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140721.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, July 21, 2014, Vol. 18, No. 201 Headlines ABERDEEN LAND: Exclusive Solicitation Period Extended to Aug. 29 ABERDEEN LAND: Confirmation Hearing Rescheduled to Aug. 26 ACTIVECARE INC: William Martin Quits as Director AEROSTAR AIRPORT: Moody's Lowers Rating on $350MM Bonds to Ba1 AFFYMAX INC: Class Action Settlement Hearing Set on Sept. 19 ALLY FINANCIAL: Declares Dividends on Preferred Stock AUTOSEIS INC: Requests Additional 60 Days to File Plan AVIATION CAPITAL: S&P Raises Unsecured Debt Rating From 'BB+' BIO-RAD LABORATORIES: Moody's Withdraws Ba1 Corp. Family Rating BISTRO CENTRAL: Case Summary & 20 Largest Unsecured Creditors BLUEJAY PROPERTIES: To Sell Quinton Apartment at July 25 Auction BURLINGTON STORES: Moody's Raises Corporate Family Rating to B1 BURLINGTON STORES: S&P Affirms 'B' Corp. Credit Rating CALPINE CORP: Moody's Hikes Senior Secured Debt Rating to Ba3 CENTERLINE GUARANTEED: Moody's Puts Ba3 Rating on Review CERIDIAN LLC: Moody's Rates $702MM HCM Exchange Term Loan 'B1' CHARLOTTE CAFE: Restaurant Files for Chapter 11 CHESTERFIELD COUNTY: S&P Cuts Rating on Revenue Bonds to 'CCC' CHEYENNE HOTEL: U.S. Trustee Seeks Dismissal of Ch. 11 Case COLDWATER CREEK: Creditors Seek to Shorten Exclusivity Periods CONYERS BANK: Community & Southern Bank Assumes All Deposits CORINTHIAN COLLEGES: Ex-U.S. Attorney To Monitor Co. CRUMBS BAKE SHOP: Meeting to Form Creditors' Panel Set for July 23 CRUMBS BAKE SHOP: Files for Chapter 11 to Sell to Marcus, Fischer CRUMBS BAKE SHOP: Lemonis/Fisher JV to Provide DIP Financing CRUMBS BAKE SHOP: Obtains Approval of Ch. 11 First Day Motions CRYOPORT INC: Has Private Placement of $303,600 Securities DETROIT COMMUNITY: S&P Lowers Rating on 2005 Revenue Bonds to 'B-' DIJAN INC: Closes 4 Arby's Outlets; Case Converted to Chapter 7 DOGWOOD PROPERTIES: Has Approval to Use Orion Cash Collateral DOGWOOD PROPERTIES: Can Modify Plan to Provide for Legal Fees DOGWOOD PROPERTIES: Has Deal on Treatment of Orion Secured Claims DVORKIN HOLDINGS: Gets Approval of Agreement With MB Financial EDISON MISSION: EME Trust Board Approves Cash Distribution EL TOVAR: Case Summary & 20 Largest Unsecured Creditors ELEPHANT TALK: Converts Note Into 4.2 Million Common Shares ENERGY FUTURE: NextEra Floats Bankruptcy Merger for Oncor Division ENERGY FUTURE: Lawyer Says Co. Will 'Vigorously Pursue' Deals EPAZZ INC: Incurs $3.4 Million Net Loss in 2013 ESPIRITO SANTO: Files for Creditor Protection ESSAR STEEL: Files Chapter 15 to Support Canadian Plan EVENT RENTALS: Plan Terms OK'd, Confirmation Hearing on Aug. 27 EVENT RENTALS: Exclusive Solicitation Date Extended to Dec. 13 EVENT RENTALS: Revised FTI Consulting Employment Order Entered FAMILY INTERVENTION: Case Summary & 20 Top Unsecured Creditors FIRST DATA: PIK Notes Repayments No Impact on Fitch Ratings FIRST DATA: S&P Raises 1st Lien Debt Rating to 'BB-' FREEDOM INDUSTRIES: Gets Approval for Asset Disposal FREEDOM INDUSTRIES: Proposes $2.9-Mil. Deal in Contamination Case FREESEAS INC: Receives Notice of Listing Deficiencies from NASDAQ GENERAL MOTORS: Solons Challenge CEO Over Decision to Keep Lawyer GENUTEC BUSINESSS: U.S. Trustee Appoints Creditors' Committee HFOTCO LLC: S&P Assigns 'BB-' ICR & Rates $550MM Sr. Loan 'BB-' IBAHN CORPORATION: Seeks Oct. 1 Extension of Plan Exclusivity INNOVENTE INC: Files Notice of Intention to Make BIA Proposal JENKINS OIL: Case Summary & 12 Top Unsecured Creditors LATEX FOAM: Amends List of 20 Largest Unsecured Creditors LATEX FOAM: Aug. 16 Hearing on Cohn Reznick as Accountant LATEX FOAM: Authorized to Use Cash Collateral Until July 31 LATEX FOAM: Committee Hires Schafer and Weiner & Reid and Reige LOVE CULTURE: Files Chapter 11 to Close Stores, Sell Business LOVE CULTURE: Meeting to Form Creditors' Panel Set for July 23 MIG LLC: U.S. Trustee to Hold Creditors' Meeting Aug. 11 MISA INVESTMENTS: Moody's Affirms 'B1' Corporate Family Rating MMODAL INC: Wins More Time to Decide on Leases MMRGLOBAL INC: Stockholders Elected Two Directors OVERSEAS SHIPHOLDING: First Amended Ch. 11 Plan Confirmed PACIFIC STEEL: Wins More Time to Decide on Leases PACIFIC STEEL: Exclusive Right to File Plan Extended to Oct. 6 PACIFIC STEEL: Seeks Approval to Assume Executory Contracts PETRON ENERGY: Darling Capital Reports 9.9% Equity Stake PHI GROUP: Amends Form 10-Q for Quarter Ended Dec. 31, 2012 PROVIDENT FINANCING: Fitch Affirms 'BB+' Rating on 7.405% Secs. PRWIRELESS INC: S&P Raises Corporate Credit Rating to 'CCC+' QUIZNOS: Lawyer Discusses Impact of Bankruptcy to Franchisees SEARS METHODIST: Two More Creditors Appointed to Committee SIMPLEXITY LLC: Has Until Oct. 13 to Remove Lawsuits STHI HOLDINGS: Moody's Assigns B2 Rating on New Sr. Secured Debt TECHPRECISION CORP: Inks Separation Pact with Former Unit Pres. TRIPLANET PARTNERS: Balks at Creditor's Dismissal Bid VERSO PAPER: Debt Exchange Doubt Jeopardizes Newpage Merger VIKING CRUISES: S&P Affirms 'B+' CCR & Revises Outlook to Stable VISUALANT INC: Borrows $300,000 From CEO WAFER BIO-SYSTEMS: Appoints Ivan Trifunovich as Board Chairman WEX INC: S&P Lowers ICR to 'BB-' on Higher Leverage XZERES CORP: Reports 12.4% Equity Stake YSC INC: Files Second Amended Disclosure Statement * Republicans Take Issue With Big Bank Living Wills * Mike Wyse Joins Donlin, Recano & Company as Executive Director * BOND PRICING: For the Week From July 14 to 18, 2014 ********* ABERDEEN LAND: Exclusive Solicitation Period Extended to Aug. 29 ---------------------------------------------------------------- U.S. Bankruptcy Judge Jerry A. Funk has extended Aberdeen Land II, LLC's exclusive period during which only the Debtor may solicit acceptances of the Chapter 11 Plan Of Reorganization for an additional 65 days from June 26, 2014, through and including August 29, 2014. On July 2, 2014, the Debtor filed the fifth joint motion for continuance of confirmation hearing scheduled for July 10, 2014, and extension of corresponding confirmation deadlines in order to give the Parties additional time to finalize the formal agreements implementing the terms and conditions of the Settlement Term Sheet and to obtain approval by the Aberdeen Community Development District board of the bond restructuring proposed by the Parties. Significantly, in conjunction with the Fifth Agreed Motion, the Debtor also agreed to further extend the Acceptance Deadline for U.S. Bank National Association as trustee under that certain Master Trust Indenture dates as of October 1, 2005, by and between Aberdeen Community Development District and the Trustee and Aberdeen Community Development District to July 2, 2014. Consequently, the Debtor requires a further extension of the Acceptance Deadline during which only the Debtor may solicit acceptances of the Plan. About Aberdeen Land II Aberdeen Land II, LLC, doing business as Aberdeen, owns a 1,316-acre master- planned community near Jacksonville, Florida. The project is designed for 1,623 single-family homes and 395 multi-family units. More than 1,000 units have been sold, leaving Aberdeen with 856 undeveloped lots and 28.1 acres zoned for commercial or residential use. Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04103) on July 1, 2013, in Jacksonville, Florida. The Debtor has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila & Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC, as special counsel, and Fishkind & Associates as expert consultants. Aberdeen owes $24 million in bonds that financed the project and more than $20 million to secured lenders with mortgages on the property. In its amended schedules, the Debtor disclosed $41,165,861 in assets and $31,189,704 in liabilities as of the petition date. No creditors' committee was appointed in the case. ABERDEEN LAND: Confirmation Hearing Rescheduled to Aug. 26 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida will continue on Aug. 26, 2014, at 3:30 p.m., the hearing on the confirmation of the Chapter 11 plan proposed by Aberdeen Land II, LLC. As reported in the Troubled Company Reporter, Aberdeen filed on Oct. 11, 2013, its proposed plan which provides for the continued operation of the property of its estate through a reorganized company. The plan provides for cash payments to holders of allowed claims in certain instances and for the transfer of property to certain holders of allowed secured claims as the indubitable equivalent of such allowed secured claims. The primary source of the funds necessary to implement the plan initially will be the cash of the reorganized company, exit financing and the sales of portions or all of Aberdeen's real property. On Oct. 17, the bankruptcy court approved the outline of the plan or the so-called disclosure statement. About Aberdeen Land II Aberdeen Land II, LLC, doing business as Aberdeen, owns a 1,316-acre master- planned community near Jacksonville, Florida. The project is designed for 1,623 single-family homes and 395 multi-family units. More than 1,000 units have been sold, leaving Aberdeen with 856 undeveloped lots and 28.1 acres zoned for commercial or residential use. Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04103) on July 1, 2013, in Jacksonville, Florida. The Debtor has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila & Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC, as special counsel, and Fishkind & Associates as expert consultants. Aberdeen owes $24 million in bonds that financed the project and more than $20 million to secured lenders with mortgages on the property. In its amended schedules, the Debtor disclosed $41,165,861 in assets and $31,189,704 in liabilities as of the petition date. No creditors' committee was appointed in the case. ACTIVECARE INC: William Martin Quits as Director ------------------------------------------------ William K. Martin voluntarily resigned as a member of the Board of Directors and Audit Committee of ActiveCare, Inc. Mr. Martin's resignation was not due to any disagreements with the Company or any officer or director of the Company. About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., is organized into three business segments based primarily on the nature of the Company's products. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. The Company's business plan is to develop and market products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill, including those who may require a personal assistant to check on them during the day to ensure their safety and well being. ActiveCare incurred a net loss attributable to common stockholders of $25.95 million the year ended Sept. 30, 2013, as compared with a net loss attributable to common stockholders of $12.42 million for the year ended Sept. 30, 2012. The Company's balance sheet at March 31, 2014, showed $10.75 million in total assets, $9.78 million in total liabilities and $957,032 in total stockholders' equity. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred recurring losses, has negative cash flows from operating activities, has negative working capital, and has negative total equity. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. AEROSTAR AIRPORT: Moody's Lowers Rating on $350MM Bonds to Ba1 -------------------------------------------------------------- Moody's Investors Service downgraded Aerostar Airport Holdings $350 million of senior secured bonds rating to Ba1 from Baa3. The rating was also placed under review for further downgrade. The rating action follows Moody's downgrade of the Commonwealth of Puerto Rico (B2 negative) and its related debt issuing entities earlier this month. Ratings Rationale Aerostar is the special purpose vehicle that operates San Juan's Luis Mu¤oz Marin Airport under a lease agreement with the Puerto Rico Ports Authority (unrated). Aerostar's operating and financial performance has not been impacted by Puerto Rico's economic downturn. Enplanements in 2013 remained stable compared to 2012 at 4.2 million passengers. Over the first quarter of 2014 enplanements grew by 2% with respect to the same period in 2013. Moreover, $62 million of Aerostar's revenues (roughly 60% of total revenues) come directly from the airlines, under an airline use agreement, regardless of passenger and enplanement volume. However the deterioration in Puerto Rico's credit profile as captured in the recent rating downgrade has direct implications for the ratings of the local issuers. Aerostar's downgrade recognizes that its creditworthiness cannot be completely de-linked from the current stresses facing the government and population of Puerto Rico, which have made credit quality more uncertain for companies operating under government- granted contracts governed under local law whose cash flow can also be affected by changes in disposable income. The rating action acknowledges the challenges of systemic risks for all local credits. During the review, Moody's will focus on assessing the nature and magnitude of linkages between Aerostar and Puerto Rico's systemic risks, operating environment and regulatory regimes. If Moody's considers that these linkages between the commonwealth and Aerostar are stronger than those reflected by the current rating, the rating could be further downgraded. The rating could also be downgraded if the commonwealth or its agencies attempt to change the lease agreement under which Aerostar operates or take any other action that directly or indirectly diminishes the company's operating flexibility and cash flow generation capacity to pay its debt obligations. A deeper economic recession that affects passenger growth and diminishes cash flow generation of the project could also result in a rating downgrade. The Ba1 rating could be confirmed if Moody's considers that the rating already captures these linkages and that Aerostar's fundamental credit strength is considerably resilient to Puerto Rico's systemic risks. Aerostar Airport Holdings, LLC (AAH) is the project company selected by the Commonwealth of Puerto Rico (B2, Negative) that operates Luis Mu¤oz Mar¡n Airport (The Airport), the largest commercial airport in Puerto Rico, under a 40 year lease agreement. AAH is jointly owned by Highstar Capital IV L.P. and Aeropuerto de Cancun S.A. de C.V. Aeropuerto de Cancun S.A. de C.V is owned by Grupo Aeroportuario del Sureste, S.A.B. de C.V (ASUR). ASUR currently operates nine airports under concession frameworks, such as the Cancun Airport, and is the operator at The Airport. The methodologies used in this rating were Airports with Unregulated Rate Setting published in July 2011, and Privately Managed Toll Roads published in May 2014. AFFYMAX INC: Class Action Settlement Hearing Set on Sept. 19 ------------------------------------------------------------ The California Superior Court for the County of Santa Clara granted preliminary approval of the settlement of the consolidated derivative action against certain current and former directors and officers of Affymax, Inc., and against Affymax as a nominal defendant. The Court set a further hearing, currently scheduled for Sept. 19, 2014, to consider final approval of the settlement. This Stipulation of Settlement, dated May 29, 2014, was made and entered into by and among the following Settling Parties, by and through their respective counsel of record: (i) plaintiffs Christopher Scott and Michael Markland, individually and derivatively on behalf of nominal defendant Affymax, Inc.; (ii) John A. Orwin, Robert F. Venteicher, Jeffrey H. Knapp, Anne-Marie Duliege, Herb Cross, Kathleen Laporte, Ted W. Love, Daniel K. Spiegelman, John P. Walker, Christine Van Heek, Keith R. Leonard, Jr., and Hollings C. Renton; and (iii) nominal defendant Affymax. The Actions alleged, among other things, breaches of fiduciary duty by the Individual Defendants relating to their supposed misrepresentation of the safety and efficacy, among other things, of OMONTYS. Specifically, plaintiff Scott alleged that the Individual Defendants, inter alia: (i) disregarded red flags alerting them of hypersensitivity (or allergic) reaction experienced by patients using OMONTYS during the drug's Phase 3 clinical trials; (ii) failed to implement additional testing to develop a better understanding of the issues and determine the root cause of the reaction; and (iii) failed to disclose the full extent of the safety issues associated with using OMONTYS and instead consistently touted the Company's business prospects in order to drive up the stock price of Affymax. The parties agreed that the Action will be dismissed with prejudice and with full preclusive effect as to all Settling Parties. About Affymax Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based in Palo Alto, California. In March 2012, the U.S. Food and Drug Administration approved the Company's first and only product, OMONTYS(R) (peginesatide) Injection for the treatment of anemia due to chronic kidney disease in adult patients on dialysis. OMONTYS is a synthetic, peptide-based erythropoiesis stimulating agent, or ESA, designed to stimulate production of red blood cells and has been the only once-monthly ESA available to the adult dialysis patient population in the U.S. The Company co- commercialized OMONTYS with its collaboration partner, Takeda Pharmaceutical Company Limited, or Takeda during 2012 until February 2013, when the Company and Takeda announced a nationwide voluntary recall of OMONTYS as a result of safety concerns. As of March 31, 2014, the Company had $6.46 million in total assets, $8.79 million in total liabilities and a $2.33 million total stockholders' deficit. Bankruptcy Warning "Because we have not made an irrevocable decision to liquidate, the accompanying condensed financial statements have been prepared under the assumption of a going concern basis that contemplates the realization of assets and liabilities in the ordinary course of business. Operating losses have been incurred each year since inception, resulting in an accumulated deficit of $559.5 million as of March 31, 2014. Nearly all of our revenues to date have come from our collaboration with Takeda. As a result of the February 23, 2013 nationwide voluntary recall of OMONTYS and the suspension of all marketing activities, there is significant uncertainty as to whether we will have sufficient existing cash to fund our operations for the next 12 months. Given our limited resources, there is no assurance that we will be able to reduce our operating expenses enough to meet our existing and future obligations and conduct ongoing operations. If we do not have sufficient funds to continue operations, we could be required to liquidate our assets, seek bankruptcy protection or other alternatives. Any failure to dispel any continuing doubts about our ability to continue as a going concern could adversely affect our ability to enter into collaborative relationships with business partners. These matters raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty," the Company said in the Quarterly Report for the period ended March 31, 2014. Affymax reported a net loss of $14.42 million in 2013 following a net loss of $93.41 million in 2012. Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that there is significant uncertainty as to whether the Company will have sufficient financial resources to fund its operations for the next 12 months. This condition raises substantial doubt about the Company's ability to continue as a going concern. ALLY FINANCIAL: Declares Dividends on Preferred Stock ----------------------------------------------------- Ally Financial Inc. has declared quarterly dividend payments for certain outstanding preferred stock. Each of these dividends were declared by the board of directors on July 17, 2014, and are payable on Aug. 15, 2014. A quarterly dividend payment was declared on Ally's Fixed Rate Cumulative Perpetual Preferred Stock, Series G, of $45.1 million, or $17.50 per share, and is payable to shareholders of record as of Aug. 1, 2014. Additionally, a dividend payment was declared on Ally's Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of $21.7 million, or $0.53 per share, and is payable to shareholders of record as of Aug. 1, 2014. Annual Meeting Results On July 17, 2014, Ally Financial held its annual meeting of stockholders at which the stockholders elected Franklin W. Hobbs, Robert T. Blakely, Mayree C. Clark, Stephen A. Feinberg, Kim S. Fennebresque, Gerald Greenwald, Marjorie Magner, Mathew Pendo, John J. Stack, and Michael A. Carpenter as directors. The stockholders also approved the compensation of the Company's executive officers and ratified the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. As of March 31, 2014, the Company had $148.45 billion in total assets, $133.99 billion in total liabilities and $14.45 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on Dec. 23, 2013, Moody's Investors Service upgraded the corporate family rating (CFR) of Ally Financial Inc. to Ba3 from B1. The upgrade of Ally's corporate family rating follows the U.S. Bankruptcy Court's approval of ResCap LLC's (unrated) Chapter 11 plan, which releases Ally from mortgage- related creditor claims originating from its ownership of ResCap. AUTOSEIS INC: Requests Additional 60 Days to File Plan ------------------------------------------------------ Autoseis, Inc. has requested a 60-day extension to file its Plan of Reorganization in its Chapter 11 case in the Bankruptcy Court for the Southern District of Texas, Corpus Christi Division. If the request is granted, the Debtor's Plan of Reorganization would be due on September 23, 2014. Since the petition date of March 24, 2014, the Debtor has undergone litigation with its prepetition lenders regarding DIP financing. Ultimately the dispute was resolved, and the Debtor has been able to focus on operational restructuring. The Debtor has also publicly restated its financial statements which were incorrect due to internal control issues. The Debtor has also filed over one thousand pages of Schedules and Statements of Financial Affairs. The Debtor also calmed the fears of suppliers and vendors so that its operations could continue. Additionally the Debtor has instituted the equivalent of a Chapter 15 ancillary proceeding in Colombia in order to stop a prepetition creditor's attempt to recoup $2.5 million in prepetition debt. The Debtor submits that it is now in position to focus on formulating a Plan of Reorganization. The Debtor's prepetition noteholders as well as the Official Committee of Unsecured Creditors support a 60-day extension. The Debtor contends that it is entitled to an extension for "cause" pursuant to Sec. 1121(d) of the Bankruptcy Code based on the significant progress it has made towards reorganization, the size and complexity of its case, the fact that it is current on its post-petition obligations, its timely filing of operating reports, and the fact that it is not seeking the extension as a means to pressure its creditors. A hearing on the Debtor's request is scheduled for July 22 before Judge Richard Schmidt in Corpus Christi. The Debtor is represented by C. Luckey McDowell, Esq., Omar Alaniz, Esq., and Ian E. Roberts, Esq. at Baker Botts LLP of Dallas, TX and Shelby A. Jordan, Esq. and Nathaniel Peter Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, PC of Corpus Christi, TX. About Global Geophysical, Autoseis et al. Global Geophysical Services Inc., a provider of seismic data for the oil and gas drilling industry, sought bankruptcy protection, intending to reorganize on its own with additional capital or explore a sale or other transaction. Based in Missouri City, Texas, Global Geophysical disclosed assets of $468.7 million and liabilities totaling $407.3 million as of Sept. 30, 2013. Liabilities include $81.8 million on a secured term loan owing to TPG Specialty Lending Inc. and Tennenbaum Capital Partners LLC. TPG is the lenders' agent. Global also owes $250 million on two issues of 10.5 percent senior unsecured notes, with Bank of New York Mellon Trust Co. as indenture trustee. Global Geophysical and five affiliates, including Autoseis, Inc. (lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas (Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014. The Debtors are represented by C. Luckey McDowell, Esq., Omar Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts, LLP, in Dallas, Texas; and Shelby A. Jordan, Esq., and Nathanial Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, PC in Corpus Christi, Texas. Alvarez & Marsal serves as the Debtors' restructuring advisors, Fox Rothschild Inc. as financial advisor, and Prime Clerk as claims and noticing agent. Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven creditors to the Official Committee of Unsecured Creditors. The Committee tapped Greenberg Traurig, LLP as counsel; and Lazard Freres & Co. LLC and Lazard Middle Market LLC, as financial advisors and investment bankers. The Ad Hoc Group of Noteholders and the DIP Lenders are represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs, Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin Gump Strauss Hauer & Feld LLP. Prepetition secured lender TPG is represented by David M. Bennett, Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson & Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq., David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth & Zabel LLP. AVIATION CAPITAL: S&P Raises Unsecured Debt Rating From 'BB+' ------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue rating on Newport Beach, Calif.-based aircraft lessor Aviation Capital Group Corp.'s (ACG's) unsecured debt to 'BBB-' from 'BB+'. At the same time, S&P affirmed its 'BBB-' corporate credit rating on the company. The outlook is stable. "The upgrade reflects the reduced secured debt level in ACG's capital structure, with secured debt now equaling less than 30% of the company's assets," said Standard & Poor's credit analyst Betsy Snyder. "This is below our threshold for notching down unsecured debt of an investment-grade (rated 'BBB-' and higher) aircraft leasing company." Over the last five years, ACG has been issuing unsecured debt and repaying secured debt. S&P expects these trends to continue and that secured debt as a percentage of assets will continue to decline. The stable outlook reflects S&P's expectation that ACG's debt levels will remain relatively consistent through 2015 due to capital spending for new aircraft deliveries. S&P expects ACG's FFO to debt to remain at about 8% and debt to capital of about 80%. While not considered likely, S&P could lower rating if ACG's FFO to debt declined to below 6% on a sustained basis. This could result from global economic weakness causing weaker demand for aircraft, which would likely pressure lease rates and cash flow. S&P do not consider an upgrade likely until the company's FFO to debt approaches 10% on a sustained basis or if Pacific Life chooses to operate ACG at a lower leverage level. BIO-RAD LABORATORIES: Moody's Withdraws Ba1 Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service upgraded the senior unsecured notes of Bio-Rad Laboratories, Inc. to Baa3 from Ba1. Concurrently, Moody's changed the rating outlook to stable from positive. The upgrade reflects Bio-Rad's long track record of conservative financial policies including the maintenance of adjusted debt to EBITDA below 2.5x, and the absence of dividends and share repurchases. Moody's upgraded the following rating: $425 million Senior Unsecured notes due 2020 to Baa3 from Ba1 Concurrently, Moody's has withdrawn the following ratings, as these measures are applicable only for non investment grade companies: Ba1 Corporate Family Rating Ba1-PD Probability of Default Rating SGL-1 Speculative Grade Liquidity Rating All LGD Assessments The outlook is stable. Ratings Rationale Bio-Rad's Baa3 rating is supported by the company's conservative financial policy, which has led to a strong balance sheet, characterized by cash and short-term investments in excess of debt. Bio-Rad has good diversity by product, customer and geography and roughly 70% of revenue is recurring in nature. These factors have helped support a long history of growth and stable financial performance throughout economic cycles. Further, Moody's expects that Bio-Rad will maintain excellent liquidity over the next 12-18 months. The ratings are constrained by the company's size, which is modest both on an absolute basis and relative to competitors. Further, Moody's expects that operating performance will continue to be constrained by significant investments in a major ongoing ERP implementation, and acquisitions of assets that have negative EBITDA. While these investments in new products and information technology will benefit Bio-Rad over the longer-term, they will constrain margins and free cash flow over the next 12-18 months. Lastly, Bio-Rad will continue to face headwinds due to its exposure to government funding, both in Europe in the diagnostics business and in the US in the life science business. The stable outlook reflects Moody's expectation that Bio-Rad will continue to operate with conservative financial policies and generate modest growth in revenue and profit despite market headwinds and internal investments. Moody's could upgrade the ratings if Bio-Rad expands its scale, either organically or through strategic acquisitions, while sustaining adjusted debt to EBITDA below 2.5 times. Improvement in profit margins and free cash flow as a result of strong returns on the current investments that Bio-Rad is making into the business could also support an upgrade. If increased competition, adverse economic conditions or government funding trends negatively impact Bio-Rad's revenue and cash flow in a meaningful way, Moody's could downgrade the ratings. Further, a change in financial policies such as large, debt-funded acquisitions or a more aggressive stance toward shareholder returns could result in a downgrade. Specifically, if Moody's expects debt/EBITDA to be sustained above 3.0 times, the ratings could be downgraded. The principal methodology used in this rating was the Global Medical Product and Device Industry published in October 2012. Bio-Rad, based in Hercules, California, operates in two industry segments: Life Science and Clinical Diagnostics. The Life Science segment includes the manufacture of equipment and related products for research, drug discovery and food pathogen testing, primarily in the laboratory setting. The Clinical Diagnostic segment includes the manufacture of equipment and tests used to detect, identify and quantify substances in blood or other body fluids and tissues, primarily used in hospital and reference laboratories. Bio-Rad reported revenues of $2.1 billion for the twelve months ended March 31, 2014. BISTRO CENTRAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bistro Central, LV LLC dba Central Michel Richard 101 Convention Center Drive, Suite 830 Las Vegas, NV 89109 Case No.: 14-14931 Chapter 11 Petition Date: July 17, 2014 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Bryan A. Lindsey, Esq. THE SCHWARTZ LAW FIRM, INC. 6623 Las Vegas Blvd. So., Ste 300 Las Vegas, NV 89119 Email: bryan@schwartzlawyers.com - and - Samual A. Schwartz, Esq. THE SCHWARTZ LAW FIRM, INC. 6623 Las Vegas Blvd. So., Ste 300 Las Vegas, NV 89119 Tel: (702) 385-5544 Fax: (702) 385-2741 Email: sam@schwartzlawyers.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carl Halvorson, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb14-14931.pdf BLUEJAY PROPERTIES: To Sell Quinton Apartment at July 25 Auction ---------------------------------------------------------------- Bluejay Properties LLC, owner of a residential apartment complex in Geary County, Kansas, received court approval to sell the property at a July 25 auction where bidders will include Bankers' Bank of Kansas and Kaw Valley Bank. U.S. Bankruptcy Judge Robert Berger approved the bidding procedures proposed by the company at a hearing on July 17. Under the bidding process, bids for the property, commonly known as the Quinton Point Apartments, must be submitted before 4:00 p.m., on July 22. Qualified bidders must appear in person at the auction or through an authorized representative. At the July 25 auction, Bankers' Bank's opening bid will be a credit bid of $16.14 million. The auction will be conducted at the offices of Stumpy Hanson LLP, in Topeka, Kansas. Bluejay intends to close the sale of the property to the winning bidder within two days after the auction. The closing will occur at the title company, Junction City Title and Abstract Co. Inc. As a part of the closing, the company will assume and assign to the winning bidder its residential leases with tenants at the Quinton Point Apartments, according to court papers. About Bluejay Properties Based in Junction City, Kansas, Bluejay Properties, LLC, doing business as Quinton Point, filed a bare-bones Chapter 11 petition (Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28, 2012. Bankruptcy Judge Robert D. Berger presides over the case. Todd A. Luckman, Esq., and Kathryn E. Sheedy, Esq., at Stumbo Hanson LLP, in Topeka. The Debtor owns the Quinton Point Apartment Complex in Kansas City valued at $17 million. The Debtor scheduled liabilities of $13,112,325. The petition was signed by Michael L. Thomas of TICC Prop., managing member. Bankers' Bank of Kansas, owed approximately $13.08 million, is represented by Arthur S. Chalmers of Hite, Fanning & Honeyman, LLP. The University National Bank, owed approximately $1.2 million, is represented by Edward J. Nazar of Redmond & Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth, P.A. There has been no official committee of unsecured creditors appointed in the case. BURLINGTON STORES: Moody's Raises Corporate Family Rating to B1 --------------------------------------------------------------- Moody's Investors Service upgraded Burlington Stores, Inc.'s Corporate Family Rating to B1 from B2 and its Probability of Default Rating to B1-PD from B2-PD. Moody's also moved the Corporate Family Rating and SGL-2 Speculative Grade Liquidity rating to Burlington's wholly-owned subsidiary Burlington Coat Factory Warehouse Corporation's (BCFW) as this is the highest rated entity with debt. Moody's also upgraded BCFW's existing secured term loan due 2017 to Ba3 from B1 as well as the senior PIK toggle notes issued by Burlington Holdings, LLC due 2018 to B3 from Caa1, and affirmed the B3 rating on BCFW's senior unsecured notes. The rating outlook is stable. Moody's also assigned a B1 (LGD 3) rating to BCFW's proposed $1.2 billion senior secured term loan due 2021. Proceeds from the new term loan, as well as drawings under the company's asset-based revolver will be used to repay in full substantially all of the company's existing debt, and to fund costs and expenses associated with the refinancing. Moody's will withdrawal the ratings assigned to existing debt instruments if they are retired as anticipated in connection with the transactions. The proposed refinancing is also a credit positive as it will lower the company's interest costs and lengthen its debt maturity profile. The rating is subject to receipt and review of final documentation. The upgrade in BCFW's Corporate Family Rating reflects the company's meaningful operating progress under its new management team, evidenced by an approximately 16% increase in EBITDA in fiscal 2013 and Moody's expectations that credit metrics will continue to improve, primarily through continued growth in EBITDA over the course of the fiscal year ending January 2015. The upgrade also reflects Moody's expectations that financial policies are likely to become more creditor friendly including the likely use of free cash flow to reduce debt at least over the near to intermediate term. Moody's does not expect meaningfully positive free cash flow in fiscal 2015 due to the one-time costs associated with the comprehensive refinancing, and costs expected to be incurred in connection with a new corporate headquarters.. While affiliates of Bain Capital still own a majority of Burlington's outstanding shares, Moody's believes the risk of aggressive financial policies, such as debt financed dividends, is now meaningfully reduced given Bain's significant sell-down of its ownership position subsequent to the company's initial public offering. The following ratings were upgraded and are being moved: Burlington Coat Factory Warehouse Corporation (ratings previously were assigned at Burlington Stores Inc.) Corporate Family Rating to B1 from B2 Probability of Default Rating to B1-PD from B2-PD The following ratings were upgraded: Burlington Coat Factory Warehouse Corporation $825 million Senior secured term loan due 2017 to Ba3 LGD 3 from B1 LGD 3 (*) Burlington Holdings, LLC $69 million Senior unsecured PIK Toggle Notes to B3 LGD 6 from Caa1 LGD 6 (*) The following ratings were affirmed: Burlington Coat Factory Warehouse Corporation (ratings previously were assigned at Burlington Stores Inc.) Speculative Grade Liquidity rating at SGL-2 Burlington Coat Factory Warehouse Corporation $450 million senior unsecured notes due 2019 at B3 LGD 5 (*) The following rating was assigned: Burlington Coat Factory Warehouse Corporation Senior secured term loan due 2021 at B1 LGD 3 (*) these instrument ratings are expected to be withdrawn upon successful conclusion of the proposed refinancing. Ratings Rationale BCFW's B1 Corporate Family Rating reflects its moderately high financial leverage with debt/EBITDA in the low five times range and EBITDA/interest coverage near two times (including the benefit of debt reduction in the past year, but excluding further interest savings from any refinancing). The rating also reflects Moody's expectations that the company's financial policies will be supportive for creditors with free cash flow expected to further reduce debt over the near to intermediate term now that the company's financial sponsors have a more moderate shareholding in the company. The ratings reflect the company's participation in the off-price retail segment which Moody's considers a resilient segment of retailing. Moody's believes recent actions, such as improved merchandising initiatives, are driving sustainable improvement in operating margins evidenced in recent performance. The ratings reflect the company's weak competitive position, as it is still significantly smaller than its largest peers -- TJX and Ross Stores -- and with significantly lower operating margins. The stable outlook reflects Moody's expectations that the company will remain on track to drive moderate margin expansion on low single digit revenue increases as BCFW benefits from positive trends for off price apparel retailing. Moody's does not expect the company to make meaningful progress reducing debt over the remainder of fiscal 2014 due to the costs associated with refinancing initiatives and higher than normal capital expenditures this year. Over time Moody's expects the company to generate positive free cash flow that will enable it to reduce absolute debt levels. Ratings could be upgraded if the company is able to demonstrate continued progress on its investment initiatives, which would be evidenced by sustained improvement in same-store sales and expanded operating margins. The company would also need to demonstrate that it is committed to maintaining more moderate financial policies and further reduce leverage. Quantitatively ratings could be upgraded if debt/EBITDA fell below 4.5 times and EBITA/interest coverage exceeded 2.5 times. Ratings could be lowered if recent positive trends in performance were to reverse or financial policies became more aggressive, such as meaningful additional debt financed share repurchases. Quantitatively ratings could be lowered if debt/EBITDA was sustained above 5.5 times, EBITA/interest coverage were to approach 1.5 times or the company's good liquidity profile were to erode. The principal methodology used in this rating was the Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Burlington, NJ, Burlington Stores operates a national chain of off price retail stores, operating 523 stores as of May 3, 2014 primarily under the Burlington Stores name. LTM revenues exceed $4.5 billion. BURLINGTON STORES: S&P Affirms 'B' Corp. Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Burlington Stores Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to Burlington's proposed seven-year $1.2 billion senior secured term loan. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%) recovery in the event of payment default. At the same time, S&P assigned its 'BB-' issue-level rating and '1' recovery rating to Burlington's $600 million senior secured ABL facility. The '1' recovery rating indicates S&P's expectation of very high (90%-100%) recovery in the event of payment default. The company will use proceeds from the proposed term loan facility, along with borrowings under its ABL facility, to repay or redeem its outstanding debt. S&P expects to withdraw all issue-level and recovery ratings for Burlington Coat Factory Warehouse Corp.'s, a subsidiary of Burlington Stores Inc., 2019 senior notes and term loan due 2017 once repaid or redeemed. "Our rating affirmation reflects our view that Burlington's cash flow and leverage metrics in 2014 to 2015 will remain relatively unchanged from our prior forecast following the planned refinancing. We expect the company's pro forma cash flow to benefit from moderately lower interest expense although debt levels will be approximately the same," said credit analyst Tobias Crabtree. "Our affirmation also reflects that while Burlington's financial sponsor Bain Capital has reduced its ownership recently it continues to own more than 40% of equity. As a result, we view Bain Capital to hold significant influence on the company's financial policies at this time." S&P's stable rating outlook reflects its forecast that enhanced operating efficiencies, positive operating leverage, and new store growth will result in performance gains over the next year. S&P projects EBITDA growth will result in a modestly better credit protection profile following the proposed transaction over the next year. S&P's outlook also incorporates its view of the company's financial policies given Bain Capital owning more than 40% of the company. Upside scenario S&P could consider an upgrade if a further reduction of private equity ownership to below 40% were to occur and its view that the risk of releveraging above 5x would be low. Under this scenario, leverage would be in the low-4x area and interest coverage would be above 3x. A higher rating would also be conditioned on the company continuing to demonstrate performance gains with positive same-store sales growth and improving margins as under S&P's current base-case scenario. Downside scenario S&P could consider a negative rating action if consumer spending drops because of weakness in the U.S. economy or merchandise missteps hurt Burlington's performance and credit measures deteriorate. Under this scenario, same-store sales would be down in the low-single digits and margins would erode by about 100 bps. At that time, leverage would be around 6x and interest coverage would be in the low-2x area. CALPINE CORP: Moody's Hikes Senior Secured Debt Rating to Ba3 ------------------------------------------------------------- Moody's Investors Service affirmed Calpine Corp.'s corporate family rating (CFR) at B1 and revised its outlook to positive, from stable. At the same time, following Calpine's announcement that it will issue $2.8 billion of senior unsecured notes and use the proceeds to pay down secured debt, Moody's upgraded Calpine's senior secured rating to Ba3 and assigned a B3 rating to the $2.8 billion of senior unsecured notes to be issued. Upgrades: Issuer: Calpine Corporation Senior Secured Bank Credit Facility Apr 1, 2018, Upgraded to Ba3 from B1 Senior Secured Bank Credit Facility Dec 10, 2015, Upgraded to Ba3 from B1 Senior Secured Bank Credit Facility Oct 9, 2019, Upgraded to Ba3 from B1 Senior Secured Bank Credit Facility Apr 1, 2018, Upgraded to Ba3 from B1 Senior Secured Bank Credit Facility Oct 31, 2020, Upgraded to Ba3 from B1 Senior Secured Bank Credit Facility Apr 1, 2018, Upgraded to a range of LGD3, 37 % from a range of LGD3, 48 % Senior Secured Bank Credit Facility Dec 10, 2015, Upgraded to a range of LGD3, 37 % from a range of LGD3, 48 % Senior Secured Bank Credit Facility Oct 9, 2019, Upgraded to a range of LGD3, 37 % from a range of LGD3, 48 % Senior Secured Bank Credit Facility Apr 1, 2018, Upgraded to a range of LGD3, 37 % from a range of LGD3, 48 % Senior Secured Bank Credit Facility Oct 31, 2020, Upgraded to a range of LGD3, 37 % from a range of LGD3, 48 % Senior Secured Regular Bond/Debenture Jul 31, 2020, Upgraded to Ba3 from B1 Senior Secured Regular Bond/Debenture Jan 15, 2023, Upgraded to Ba3 from B1 Senior Secured Regular Bond/Debenture Feb 15, 2021, Upgraded to Ba3 from B1 Senior Secured Regular Bond/Debenture Jan 15, 2024, Upgraded to Ba3 from B1 Senior Secured Regular Bond/Debenture Aug 15, 2019, Upgraded to Ba3 from B1 Senior Secured Regular Bond/Debenture Jan 15, 2022, Upgraded to Ba3 from B1 Senior Secured Regular Bond/Debenture Jul 31, 2020, Upgraded to a range of LGD3, 37 % from a range of LGD3, 48 % Senior Secured Regular Bond/Debenture Jan 15, 2023, Upgraded to a range of LGD3, 37 % from a range of LGD3, 48 % Senior Secured Regular Bond/Debenture Feb 15, 2021, Upgraded to a range of LGD3, 37 % from a range of LGD3, 48 % Senior Secured Regular Bond/Debenture Jan 15, 2024, Upgraded to a range of LGD3, 37 % from a range of LGD3, 48 % Senior Secured Regular Bond/Debenture Aug 15, 2019, Upgraded to a range of LGD3, 37 % from a range of LGD3, 48 % Senior Secured Regular Bond/Debenture Jan 15, 2022, Upgraded to a range of LGD3, 37 % from a range of LGD3, 48 % Assignments: Issuer: Calpine Corporation Senior Unsecured Regular Bond/Debenture, Assigned B3 Senior Unsecured Regular Bond/Debenture, Assigned B3 Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD5, 89 % Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD5, 89 % Outlook Actions: Issuer: Calpine Corporation Outlook, Changed To Positive From Stable Affirmations: Issuer: Calpine Corporation Probability of Default Rating, Affirmed B1-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed B1 Ratings Rationale "Calpine's positive outlook reflects improving market fundamentals and an expected increase in cash flow to debt ratios over the next few years" says Moody's Senior Analyst Toby Shea. "If these trends continue, Moody's could upgrade Calpine's ratings at some point over the next 12 to 18 months" added Shea. Moody's did not alter Calpine Construction Finance Company's (CCFC) Ba3 senior secured rating and CCFC's outlook remains stable because the improving market fundamentals are unlikely to materially affect CCFC's credit metrics, as it mainly receives contractual cash flows for its production. Calpine Corp.'s B1 CFR rating reflects the inherent volatility of the merchant power sector and considerable but improving debt leverage, tempered by the scale and geographic diversity of its operations. Calpine also has a significant fuel concentration risk, as its fleet of generation assets are predominantly natural gas-fired. However, natural gas plants are faring much better than other generation assets in current industry downturn, which is characterized by low power prices and surplus capacity in many regions. Calpine's ability to generate positive free cash flow even through the current downturn is an important rating consideration. Unlike its merchant peers with coal or nuclear generation, gas plants have a relatively low level of maintenance capital expenditures and generally do not require large capital outlays associated with air pollution regulations in the case of coal or Fukushima-related safety modifications in the case of nuclear. Calpine has very little income tax burden and does not pay dividends, which also helps to bolster its free cash flow, but it does repurchase shares. Calpine repurchased $623 million worth of shares in 2013 and another $140 million this year through May 1st, 2014. The upgrade of Calpine's senior secured rating to Ba3 from B1 reflects the introduction of a significant amount of unsecured debt into the capital structure, the concurrent repayment of approximately $2.8 billion of senior secured debt, and the improved recovery prospects for the remaining, lower amount of senior secured debt. Calpine continues to be burdened by high debt leverage and low cash flow coverage metrics. Based on Moody's adjusted financials, Calpine's CFO pre-WC/debt ratio for the last twelve months ending Q1 2014 was 6.5%, which was on par with 6.5% and 5.5% levels registered in 2011 and 2012, respectively. Moody's believe that Calpine's cash flows are likely to improve over the course of 2014 and 2015 due to improving market fundamentals and that the CFO pre-WC/debt ratios could be around 9% in 2015. While the guidelines for Ba ratings under Moody's Unregulated Utilities and Power Companies rating methodology ranges from 13% to 20%, this is offset by Calpine's many other mitigating strengths in its overall business risk profile, including its lack of environmental exposure and strong liquidity management. Liquidity Calpine's speculative-grade liquidity rating is SGL-2. The company continues to possess good liquidity, with $515 million of cash on hand and $761 million of unused capacity on its revolving credit facility as of March 31, 2014. Excluding project finance debt maturities, Calpine's next scheduled debt maturity is in April 2018 and its corporate revolving facility is due June 2018. The company generated $677 million of free cash flow before growth capital expenditures for year 2013. Corporate Profile Headquartered in Houston, Texas, Calpine is a major U.S. independent power company that operates 86 power plants, with capacity of approximately 25.4 gigawatts (GW) of electricity in U.S. and Canada. The company also has three plants currently under construction or expansion, to increase capacity by 0.7 GW. In July 2014, Calpine completed the sales of its six power plants in its Southeast region to LS Power for $1.57 billion in cash. The portfolio of assets comprises 3.5 GW of combined-cycle generation capacity in Oklahoma, Louisiana, Alabama, Florida and South Carolina. The principal methodology used in this rating was the Unregulated Utilities and Power Companies published in August 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CENTERLINE GUARANTEED: Moody's Puts Ba3 Rating on Review -------------------------------------------------------- Moody's Investors Service has placed the underlying B3 rating of the Centerline Guaranteed Corporate Partners II LP (formerly known as Related Capital Guaranteed Corporate Partners II, LP) Series B, Series C, Series D, and Series F tax credit funds under review for possible downgrade or withdrawal due to lack of sufficient information to maintain the rating. Summary Rating Rationale The funds were issued to purchase limited partnership interests in a number of affordable housing projects that generate low income housing tax credits. In order to maintain the rating on the tax credit funds, Moody's must review recent financial information on the funds, and operating information on the underlying housing projects. The fund sponsor has declined to provide us with this information. If Moody's do not receive this information within the following 30 days, Moody's will take appropriate rating action which could include withdrawal or lowering of the rating. The principal methodology used in this rating was Moody's Approach to Analyzing Pools of Multifamily Properties published in October 2001. CERIDIAN LLC: Moody's Rates $702MM HCM Exchange Term Loan 'B1' -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Ceridian LLC's new $702 million HCM Exchange Term Loan Tranche B-2 ("HCM Term Loan"), and the new $125 million senior secured revolver ("New Revolver"). Moody's affirmed the B1 rating on the existing $1.4 billion Senior Secured Term Loan B, which is being amended and will be renamed Term Loan B-1 Tranche ("Ceridian Term Loan"), with $673 million outstanding following this refinancing. All other ratings, including the B3 corporate family rating (CFR) and B3-PD probability of default rating (PDR), were affirmed. The rating outlook remains stable. Proceeds of the HCM Term Loan will be used to repay about half of the $1.4 billion of the Ceridian Senior Secured Term Loan B due May 2017. Unlike the Ceridian Term Loan, the credit agreement does not require that the HCM Term Loan and the New Revolver be repaid upon the sale or initial public offering (IPO) of Ceridian's Comdata Inc. ("Comdata") subsidiary. Moreover, upon the sale or IPO of Comdata and subject to certain leverage tests, the maturity of the HCM Term Loan and the New Revolver will be extended to September 2020 and September 2019, respectively, from May 2017 and November 2016, respectively. Rating Rationale Ceridian's B3 corporate family rating reflects Ceridian's high financial leverage, with Moody's expectation of debt to EBITDA (Moody's adjusted) of about 7x and free cash flow to debt (Moody's adjusted) of less than 5%, as well as a high level of cyclicality in both its human resources and card servicing businesses. Ceridian faces intense competition from larger U.S. payroll processors with greater financial resources but is a leader in fuel payment cards for U.S. long haul truckers and corporate payment cards for various other industries, which provides customer diversity. Ceridian's business model provides for a relatively predictable recurring revenue stream because of the long term contracts and high retention of its installed user base because of the high switching costs. Nevertheless, high unemployment and low interest rates negatively affect Ceridian's financial results. With a slow growth economy, Moody's expect that profitability and free cash flow will grow slowly resulting in a modest reduction in financial leverage over the next two years. The stable outlook reflects Moody's expectation that Ceridian will experience some improvement in revenue and FCF in 2014 and 2015 as DayForce HCM rolls out and Ceridian benefits from the cost reduction efforts of the past two years. Moody's expect that debt to EBITDA (Moody's adjusted) will decline to below 7x over the next year. The ratings could be upgraded if Ceridian achieves sustained growth in revenues, profit, and FCF or materially repays debt such that Moody's expect that the ratio of debt to EBITDA (Moody's adjusted) will be sustained below 6x and FCF to debt (Moody's adjusted) will be sustained above the low single digits. The rating could be lowered if Ceridian fails to achieve organic revenue and EBITDA growth such that Moody's expects the ratio of debt to EBITDA (Moody's adjusted) to remain over 7x over the next year or liquidity materially weakens. Assignments: Issuer: Ceridian LLC Senior Secured Bank Credit Facility (HCM Term Loan), Assigned B1, LGD2 Senior Secured Bank Credit Facility (New Revolver), Assigned B1, LGD2 Outlook Actions: Issuer: Ceridian LLC Outlook, Remains Stable Affirmations: Issuer: Ceridian LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Secured Bank Credit Facility May 9, 2017 (Ceridian Term Loan), Affirmed B1 Senior Secured Regular Bond/Debenture July 15, 2019, Affirmed B1 Senior Unsecured Regular Bond/Debenture Nov 15, 2017, Affirmed Caa2 Senior Unsecured Regular Bond/Debenture Mar 15, 2021, Affirmed Caa3 The principal methodology used in this rating was the Global Business and Consumer Services Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative Grade Non-Financial Companies in the US, Canada, and EMEA, published in June 2009. Ceridian, based in Minneapolis, Minnesota, is a services and transaction processing company primarily in the human resource, transportation, and retail markets. CHARLOTTE CAFE: Restaurant Files for Chapter 11 ----------------------------------------------- Rachel Adams-Heard, writing for The Charlotte Observer, reported that Charlotte Cafe, one of the oldest businesses in the landmark Park Road Shopping Center, filed for bankruptcy protection on July 15, but its owner says the 33-year-old restaurant is staying put. "We will take it on as a family, and we'll get out," said Jimmy Roupas, who opened the restaurant in 1981. Mr. Roupas said the cafe's financial trouble stems from increased food prices and from debts incurred during the recession. He said sales dropped about $70,000 in 2008 among the three Charlotte Cafe locations at the Arboretum, on Park Road and in Lake Wylie. CHESTERFIELD COUNTY: S&P Cuts Rating on Revenue Bonds to 'CCC' -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating on Chesterfield County Industrial Development Authority, Va.'s multifamily housing revenue bonds (Winchester Greens Townhouses) series 1999 to 'CCC' from 'A+'. S&P also placed the rating on CreditWatch with negative implications. "The downgrade and CreditWatch reflect the project's draw on its debt service reserve fund on July 1, 2014," said Standard & Poor's credit analyst Raymond Kim. "Based on our previous review in September 2013, the 'A+' rating on the authority reflected the project's 1.78x debt service coverage for the 2012 fiscal year and similar coverage based on 2013 interim financial statements. Audited financial statements for 2013 also indicate debt service coverage of approximately 2x." According to a notice from the trustee dated July 2, 2014, the Trustee drew $24,930.06 from the project's debt service reserve fund to fund the July 1, 2014, debt service payment, indicating insufficient deposits into the project's revenue fund for the period between Jan. 1, 2014, and June 30, 2014. The trustee also reported that it will transfer funds from the project's revenue fund to the project's debt service reserve fund until the debt service reserve fund is replenished. If the project's debt service reserve fund is replenished, S&P will review the project's year-to-date financial performance for 2014 and update the rating accordingly. The Winchester Greens Townhouses consists of 240 brick townhouse and garden-style apartment units. The amenities include a swimming pool, fitness center, clubhouse, and playground. The property is owned by Richmond Better Housing Coalition (RBHC), a 501C(3) not-for-profit corporation. RBHC was formed in 1988 to substantially increase affordable housing resources in the Richmond area. CHEYENNE HOTEL: U.S. Trustee Seeks Dismissal of Ch. 11 Case ----------------------------------------------------------- The U.S. Trustee seeks dismissal of Cheyenne Hotel, Inc. LLC's Chapter 11 case in the District of Colorado. The Trustee contends that "cause" exists for dismissal pursuant to Sec. 1112(b) of the Bankruptcy Code because the Debtor is delinquent on U.S. Trustee Quarterly Fees in the amount of $11,371. The Debtor filed an objection to the U.S. Trustee's request for dismissal because the following items require the Court's approval prior to dismissal: 1) Professional fees and costs incurred by the Debtor, and 2) The Receiver's final accounting. Daniel J. Morse, Esq., Assistant U.S. Trustee, filed the request on behalf of U.S. trustee, Richard A. Wieland. The Debtor is represented by Thomas F. Quinn, Esq., at Thomas F. Quinn, PC of Denver, CO. About Cheyenne Hotels Cheyenne Hotels LLC, which owns and operates the Hampton Inn & Suites in Colorado Springs, Colorado, filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011. Judge A. Bruce Campbell presides over the case, taking over from Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas F. Quinn PC, serves as the Debtor's counsel. Cheyenne Hotels estimated $10 million to $50 million in both assets and debts. The petition was signed by Tanveer Khan, manager. Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011, disclosing assets of $12,912,702 and liabilities of $8,074,325 as of the Petition Date. Thomas F. Quinn, Esq., also represents Hotel Investments. Hotel Investments won confirmation of its own Chapter 11 plan on Aug. 16, 2013. A copy of the Third Amended Plan of Reorganization dated Aug. 5, 2013, is available at no charge at: http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF No committee of creditors or equity security holders has been appointed in the Debtors' cases. As reported by the Troubled Company Reporter on Jan. 6, 2014, the U.S. Trustee for Region 19 sought dismissal of the Hotel LLC case. Daniel J. Morse, as Assistant U.S. Trustee, said Cheyenne Hotels has been afforded the protections of the Bankruptcy Code for over two years but has failed to confirm a Chapter 11 Plan. Meanwhile, the bankruptcy estate continues to accrue administrative expenses, including professional fees, which are diminishing the bankruptcy estate. COLDWATER CREEK: Creditors Seek to Shorten Exclusivity Periods -------------------------------------------------------------- Coldwater Creek, Inc. has filed an objection to the request by the Official Committee of Unsecured Creditors to terminate the Debtor's exclusive period for filing a Plan of Reorganization. The Debtor's Chapter 11 case was filed on April 11, 2014 and is pending in the Bankruptcy Court for the District of Delaware. The Confirmation Hearing has been scheduled for August 19. The Debtor contends that the Committee's request is no more than a disguised confirmation objection. The Debtor points out that a party seeking to terminate a debtor's exclusive period must show "cause" for the termination, which is a heavy burden, especially during the initial 120 day exclusive period. Cause to terminate a debtor's initial exclusive period "should only be found in extraordinary circumstances." In re Energy Conversion, 474 B.R. 503, 510 (Bankr. E.D. Mich. 2012). The Debtor has made remarkable progress since the petition date. The Debtor continues to operate its 350 retail stores, is current on post-petition debts, has obtained approval of procedures to assume or reject executory contracts and unexpired leases, and has sold its inventory, intellectual property and spa business. Further, the Debtor has obtained approval of its Disclosure Statement. The Debtor points out that "displeasure with a Plan . . . is not a basis for terminating exclusivity." In re Adelphia Communs. Corp., 352 B.R. 578, 587 (Bankr. S.D.N.Y. 2006). Additionally, termination of the Debtor's exclusive period would delay, rather than move the case forward. CC Holdings of Delaware, LLC - Series A, CC Holdings of Delaware, LLC - Series B, and CC Holdings Agency Corporation (collectively the "Term Loan Parties") have joined in the Debtor's objection to the Committee's request to terminate the Debtor's exclusive period. The Debtor is represented by Douglas P. Bartner, Esq., William J.F. Roll, III, Esq., and Jill Frizzley, Esq. at Shearman & Sterling LLP of New York, NY and Pauline K. Morgan, Esq., Kenneth J. Enos, Esq., and Jaime Luton Chapman, Esq. at Young, Conway, Stargatt & Taylor, LLP of Wilmington, DE. The Term Loan Parties are represented by Joshua Sussbery, Esq. at Kirkland & Ellis LLP of New York, NY, Michael B. Slade, Esq. at Kirkland & Ellis of Chicago, IL and Domenic E. Pacitti, Esq. at Klehr, Harrison, Harvey, Branzburg LLP of Wilmington, DE. About Coldwater Creek Coldwater Creek is a multi-channel retailer that offers its merchandise through retail stores across the country, its catalog and its e-commerce Web site, http://www.coldwatercreek.com/ Originally founded in Sandpoint, Idaho in 1984 as a direct, catalog-based marketer, Coldwater evolved into a multi-channel specialty retailer operating 334 premium retail stores, 31 factory outlet stores and seven day spa locations throughout the United States. As of the bankruptcy filing, the Debtors domestically employ a total of approximately 5,990 employees throughout their retail locations, corporate headquarters and distribution, design and call centers. Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on April 11, 2014, to liquidate their assets. Coldwater Creek Inc. disclosed assets of $721,468,388 plus undetermined amount and liabilities of $425,475,739 plus undetermined amount. Affiliate Coldwater Creek U.S. Inc. estimated $100 million to $500 million in assets and liabilities. The Debtors have drawn $37.5 million and have approximately $10 million in letters of credit outstanding under a senior secured credit facility (ABL facility) provided by lenders led by Wells Fargo Bank, National Association, as agent. The Debtors also owe $96 million, which includes accrued interest and approximately $23 million representing a prepayment premium payable, under a term loan from lenders led by CC Holding Agency Corporation, as agent. Aside from the funded debt, the Debtors have accumulated a significant amount of accrued and unpaid trade and other unsecured debt in the normal course of their business. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP as financial advisor, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region Three named seven creditors to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP represent the Committee. CONYERS BANK: Community & Southern Bank Assumes All Deposits ------------------------------------------------------------ Eastside Commercial Bank, Conyers, Georgia, was closed by the Georgia Department of Banking & Finance, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Community & Southern Bank, Atlanta, Georgia, to assume all of the deposits of Eastside Commercial Bank. The two branches of Eastside Commercial Bank will reopen as branches of Community & Southern Bank during their normal business hours. Depositors of Eastside Commercial Bank will automatically become depositors of Community & Southern Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Eastside Commercial Bank should continue to use their current branch until they receive notice from Community & Southern Bank that systems conversions have been completed to allow full- service banking at all branches of Community & Southern Bank. Depositors of Eastside Commercial Bank can continue to access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of March 31, 2014, Eastside Commercial Bank had approximately 2$169.0 million in total assets and $161.6 million in total deposits. In addition to assuming all of the deposits of Eastside Commercial Bank, Community & Southern Bank agreed to purchase approximately $104.7 million of the failed bank's assets. In a separate transaction, the FDIC will enter into an agreement with State Bank and Trust Company, Macon, Georgia, to purchase $42.6 million of Eastside Commercial Bank's loans. The FDIC will retain the remaining assets for later disposition. CORINTHIAN COLLEGES: Ex-U.S. Attorney To Monitor Co. ---------------------------------------------------- Stephanie Gleason, writing for Daily Bankruptcy Review, reported that former U.S. attorney Patrick J. Fitzgerald has been appointed to oversee Corinthian Colleges Inc., as the for-profit education company winds down its operations. According to the report, Mr. Fitzgerald, who prosecuted a pair of Illinois governors, including Rod Blagojevich, will review Corinthian's expenditures, budgets, projections and student databases, as well as any documents Corinthian provides to potential purchasers of its campuses. Mr. Fitzgerald will report back to the U.S. Department of Education. Mr. Fitzgerald is a partner at Skadden, Arps, Slate, Meagher & Flom. CRUMBS BAKE SHOP: Meeting to Form Creditors' Panel Set for July 23 ------------------------------------------------------------------ Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on July 23, 2014, at 10:00 a.m. in the bankruptcy cases of Crumbs Bake Shop, Inc., et al. The meeting will be held at: United States Trustee's Office One Newark Center 1085 Raymond Blvd. 14th Floor, Room 1401 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. N.J. Lead Case No. 14-24287) on July 11, 2014. John D. Ireland signed the petitions as chief financial officer. Crumbs Bake Shop estimated assets of $10 million to $50 million and the same range of liabilities. Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors' counsel. Prime Clerk LLC is the Debtors' claims and noticing agent. Judge Michael B. Kaplan oversees the jointly administered cases. CRUMBS BAKE SHOP: Files for Chapter 11 to Sell to Marcus, Fischer ----------------------------------------------------------------- Crumbs Bake Shop, Inc., a New York based cupcake specialty store chain, on July 11 disclosed that it has entered into an Asset Purchase Agreement through which Lemonis Fischer Acquisition Company, LLC, a joint venture created by Marcus Lemonis LLC and Fischer Enterprises, L.L.C., will acquire the Crumbs' business as part of the Company's filing of voluntary Chapter 11 petitions in the United States Bankruptcy Court for the District of New Jersey. Lemonis Fischer Acquisition Company, which provided pre-petition secured financing to Crumbs, has also committed to provide debtor- in-possession ("DIP") financing to the Company, subject to court approval. The agreement with Lemonis Fischer Acquisition Company comprises the initial stalking horse bid in the Court-supervised auction process under Section 363 of the Bankruptcy Code. Under the terms of the Asset Purchase Agreement, Lemonis Fischer Acquisition Company would acquire substantially all of Crumbs' assets. The Company hopes to complete the sale process in approximately 60 days, pending receipt of the necessary approvals from the Bankruptcy Court. "We are very pleased to have reached this agreement with Lemonis and Fischer after carefully evaluating opportunities to strengthen Crumbs' financial position in order to ensure a strong future for the Crumbs brand and business," said Edward M. Slezak, Crumbs Chief Executive Officer and General Counsel. "The steps we are taking today will allow us to continue to execute our business strategy, expand our licensing business and position ourselves to move toward a franchise store model. We remain saddened that we were forced to cease operations before this agreement was reached, but we strongly believe that pursuing this sale through the chapter 11 process is ultimately in the best interest of the Company and its stakeholders." "I truly believe in the Crumbs brand and am excited to help the Company enter into a new chapter in its history," said Marcus Lemonis, host of CNBC's The Profit series and CEO of Camping World and Good Sam Enterprises. "I think there is tremendous opportunity to expand the Crumbs offering, build on the Company's growth strategy and to leverage the synergies between Crumbs and other companies in my and the Fischers' portfolio, such as Dippin' Dots ice cream, Doc Popcorn, Wicked Good Cupcakes, Little Miss Muffin, Betty Lou's snacks, a host of gluten-free baked goods, Matt's Cookies, Pie King, Key West Key Lime Pies, Mr. Green Tea Ice Cream, Sweet Pete's Candy and Coffee of Grace (Grace Hightower De Niro), as well as a new exciting product from an episode of the upcoming fall season of CNBC's The Profit." "Fischer Enterprises is excited to partner with Marcus Lemonis in the next phase of its evolving relationship with Crumbs," said Scott Fischer, C.O.O., Fischer Enterprises. "We strongly feel that the team we've put together has the business experience and industry know-how to improve Crumb's product mix, broaden its consumer appeal and make the Company a profitable business concern going forward." Lemonis Fischer Acquisition Company and Crumbs will evaluate the retail strategy with the goal of reopening select locations or opening new locations in the future. Additionally, Mr. Slezak will remain with the Company throughout the process in order to ensure a smooth emergence and transition. As previously communicated, Crumbs had historically implemented a retail expansion strategy that was ultimately proven unsustainable. In the past year, the company had begun shifting its growth strategy to focus on licensing and franchising opportunities and has been successful in signing new licensees for its baked goods, as well as new products including Crumbs branded bake mix, bakeware, coffee and gourmet popcorn. While Crumbs has made tremendous progress in expanding its distribution channels and avenues for growth in recent months, the Board of Directors and management ultimately decided to pursue a sale of the business through the chapter 11 process in order to give Crumbs the flexibility to focus on new opportunities for the benefit of the business and its stakeholders. Interested parties can access additional information about the Company's chapter 11 filing and sale process at http://cases.primeclerk.com/crumbs Glass Ratner is serving as Crumbs' financial advisor and the law firm Cole, Schotz, Meisel, Forman & Leonard P.A. is serving as Crumbs' legal advisor. The first Crumbs bake shop opened in March 2003 on the Upper West Side of Manhattan and is well known for its innovative and oversized gourmet cupcakes. New York City-based Crumbs Bake Shop, Inc. -- https://www.crumbs.com/ -- engages in the business of selling a wide variety of cupcakes, cakes, cookies and other baked goods as well as hot and cold beverages. Crumbs offers these products through its stores, e-commerce division, catering services and wholesale distribution business. CRUMBS BAKE SHOP: Lemonis/Fisher JV to Provide DIP Financing ------------------------------------------------------------ Marcus Lemonis LLC and Fischer Enterprises, L.L.C. on July 11 disclosed that they have formed a joint venture, Lemonis Fischer Acquisition Company, LLC, and have signed an agreement to provide financing to and ultimately acquire the assets of Crumbs Bake Shop, the New York-based cupcake chain that ceased operations Monday and filed voluntary Chapter 11 petitions in the United States Bankruptcy Court for the District of New Jersey earlier today. Under terms of the agreement, the joint venture has provided pre-petition secured financing to provide Crumbs with funding to complete its Chapter 11 filing. In addition, Lemonis Fischer Acquisition Company has committed to provide debtor-in-possession ("DIP") financing, subject to court approval, and to ultimately acquire Crumbs' assets under Section 363 of the Bankruptcy Code, forming a new privately held Crumbs company, re-opening its stores and putting its employees back to work. "Fischer Enterprises and Lemonis continue to view the Crumbs brand as being well established in the marketplace with a loyal customer base. Crumbs is known for its high-quality cupcakes, which will remain a mainstay in the new company but will be supplemented by a much improved product mix to broaden its appeal to a larger customer base," said Scott Fischer, C.O.O., Fischer Enterprises. "We are excited to join forces with business guru Marcus Lemonis to develop a plan that is designed to reshape the company and operate the new Crumbs for broader appeal." According to Lemonis, "Our goal is to create a viable business model by making Crumbs the nation's 'sweet and snack' destination. We will continue to offer high-quality Crumbs cupcakes and add other high-quality products owned or controlled by me and/or the Fischers, such as Dippin' Dots ice cream, Doc Popcorn, Wicked Good Cupcakes, Little Miss Muffin, Betty Lou's snacks, a host of gluten-free baked goods, Matt's Cookies, Pie King, Key West Key Lime Pies, Mr. Green Tea Ice Cream, Sweet Pete's Candy and Coffee of Grace (Grace Hightower De Niro), as well as a new exciting product from an episode of the upcoming fall season of CNBC's The Profit. This is a great opportunity to join forces with Fischer Enterprises and the high level of business expertise and acumen they possess." Fischer Enterprises, the owner of frozen treat maker Dippin' Dots, L.L.C., is a privately held investment company based in Oklahoma City. The company previously completed a $5 million senior secured credit facility with Crumbs Bake Shop in January 2014. Marcus Lemonis is an entrepreneur, investor, television personality, and chairman and CEO of Camping World and Good Sam Enterprises. Mr. Lemonis is also known as the "business turnaround king" and star of CNBC's prime time reality series, The Profit, in which he lends his expertise to struggling small businesses around the country and judges businesses based on a "Three P" principle: People, Process, and Product. New York City-based Crumbs Bake Shop, Inc. -- https://www.crumbs.com/ -- engages in the business of selling a wide variety of cupcakes, cakes, cookies and other baked goods as well as hot and cold beverages. Crumbs offers these products through its stores, e-commerce division, catering services and wholesale distribution business. CRUMBS BAKE SHOP: Obtains Approval of Ch. 11 First Day Motions -------------------------------------------------------------- Crumbs Bake Shop, Inc., a New York based cupcake specialty store chain, on July 18 disclosed that the U.S. Bankruptcy Court for the District of New Jersey has approved all of the First Day Motions related to its voluntary Chapter 11 process initiated July 11, 2014 and outlined bid procedures that the Company will ask the Court to approve in connection with a Court-supervised auction process under Section 363 of the Bankruptcy Code. "This is an important milestone in the Chapter 11 process, and we thank the Court for its careful consideration of our requests," said Edward M. Slezak, Crumbs Chief Executive Officer and General Counsel. "We are confident that Crumbs is taking the right steps to protect the brand and position the Company for long-term success. We are evaluating the Company's retail strategy with the goal of reopening select Crumbs locations. Further, we intend to take time during this process to continue the strategy our team had put in place in the past year focused on licensing and franchising opportunities, given the success we had in signing new licensees for our baked goods, as well as introducing new products including Crumbs branded bake mix, bakeware, coffee and gourmet popcorn." Mr. Slezak continued, "After carefully evaluating opportunities to strengthen Crumbs' financial position, we continue to believe that pursuing a sale transaction through this process will ensure a strong future for the Crumbs brand and business. By evaluating all offers for Crumbs through a Court-supervised auction process, we can be sure we are achieving the best possible outcome for the business and our stakeholders." The First Day motions approved by the Court collectively will enable Crumbs to maintain current operations as it pursues a sale through the Chapter 11 process. Among the approved motions, the Court granted Crumbs access to debtor in-possession ("DIP") financing from Lemonis Fischer Acquisition Company, LLC, a joint venture created by Marcus Lemonis LLC and Fischer Enterprises, L.L.C., to help ensure the Company is able to continue meeting its financial obligations throughout the Chapter 11 case. The Court also approved motions giving Crumbs authority to, among other things, pay employee wages and benefits as usual throughout the Chapter 11 process. Additionally, Crumbs was granted approval to close certain retail locations. The Company also on July 18 outlined the sale transaction timeline that it will formally present to the Court on July 24, 2014, including proposed bid procedures and an expected date for an auction and sale hearing that will determine the best offer to acquire substantially all of Crumbs assets. As part of the Chapter 11 process, other potential buyers will have the opportunity to submit bids to acquire Crumbs, with Crumbs set to ask the Court to approve a bid deadline of August 19, 2014. If other qualified bids are received ahead of the deadline, those will be evaluated by Crumbs, its advisors and the Court in a Court-defined "auction" process. This auction process is required for sale transactions completed through a Chapter 11 case to ensure the maximum value is achieved. Crumbs previously announced July 11, 2014 that it had filed voluntary Chapter 11 petitions in the United States Bankruptcy Court for the District of New Jersey to facilitate a sale of the business and to restructure its balance sheet. The Company reached an agreement for Lemonis Fischer Acquisition Company to provide an initial stalking horse bid in the Court-supervised auction process under Section 363 of the Bankruptcy Code. The Company hopes to complete the sale process in approximately 60 days, pending receipt of the necessary approvals from the Bankruptcy Court. Interested parties can access additional information about the Company's chapter 11 filing and sale process at http://cases.primeclerk.com/crumbs About Crumbs Bake Shop, Inc. Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. N.J. Lead Case No. 14-24287) on July 11, 2014. John D. Ireland signed the petitions as chief financial officer. Crumbs Bake Shop estimated assets of $10 million to $50 million and the same range of liabilities. Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors' counsel. Prime Clerk LLC is the Debtors' claims and noticing agent. Judge Michael B. Kaplan oversees the jointly administered cases. CRYOPORT INC: Has Private Placement of $303,600 Securities ---------------------------------------------------------- Cryoport, Inc., on July 16, 2014, entered into definitive agreements for a private placement of its securities to certain institutional and accredited investors for aggregate gross proceeds of $303,600 (approximately $264,132 after estimated cash offering expenses) pursuant to certain Subscription Agreements and Elections to Convert between the Company and the Investors. The Company intends to use the net proceeds for working capital purposes. Pursuant to the Subscription Agreements, the Company issued shares of Class A Convertible Preferred Stock and warrants to purchase common stock of the Company. The shares and warrants were issued as a unit consisting of (i) one share of Class A Convertible Preferred Stock of the Company and (ii) one warrant to purchase eight shares of Common Stock at an exercise price of $0.50 per share, which will be immediately exercisable and may be exercised at any time on or before March 31, 2019. A total of 26,300 Units were issued in exchange for gross proceeds of $303,600, or $12.00 per Unit. In addition, the Company previously entered into Subscription Agreements with other Investors on June 30, 2014, for aggregate proceeds of $51,000 (approximately $44,370 after estimated cash offering expenses) pursuant to certain Subscription Agreements, which resulted in the issuance of 4,250 Units. Emergent Financial Group, Inc., served as the Company's placement agent in this transaction and received, a commission of 10% and a non-accountable finance fee of 3% of the aggregate gross proceeds received from those Investors, in addition to the reimbursement of legal expenses of up to $40,000. Emergent Financial Group, Inc., will also be issued a warrant to purchase three shares of Common Stock at an exercise price of $0.50 per share for each Unit issued in this transaction. The Company and Emergent Financial Group, Inc., have agreed that the offering of Units to new Investors will be extended through Aug. 15, 2014. Indemnification Agreements The Company's officers and directors are indemnified as to personal liability as provided by the Nevada Revised Statutes, the Company's articles of incorporation and its bylaws but these are not exclusive and contemplate that agreements be entered into between the Company and its executive officers and directors with respect to indemnification. Effective on July 18, 2014, the Company entered into indemnification agreements with its directors and executive officers (a total of 6 persons). The indemnity provided is in addition to that provided by the NRS or any successor statutes, provided that the Indemnitee (i) acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) is not liable pursuant to NRS 78.138, and (iii) with respect to any criminal Proceeding (as defined therein), had no reasonable cause to believe the Indemnitee's conduct was unlawful. About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. Cryoport reported a net loss of $19.56 million on $2.65 million of revenues for the year ended March 31, 2014, as compared with a net loss of $6.38 million on $1.10 million of revenues for the year ended March 31, 2013. The Company's balance sheet at March 31, 2014, showed $1.70 million in total assets, $4.01 million in total liabilities and a $2.30 million total stockholders' deficit. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company has incurred recurring operating losses and has had negative cash flows from operations since inception. Although the Company has cash and cash equivalents of $369,581 at March 31, 2014, management has estimated that cash on hand, which include proceeds from convertible bridge notes received in the fourth quarter of fiscal 2014, will only be sufficient to allow the Company to continue its operations into the second quarter of fiscal 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern. DETROIT COMMUNITY: S&P Lowers Rating on 2005 Revenue Bonds to 'B-' ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its rating on Detroit Community Schools (DCS), Mich.'s series 2005 public school academy revenue bonds one notch to 'B-' from 'B', and removed the rating from CreditWatch, where it was placed with negative implications on Feb. 25, 2014. The outlook is negative. "The lowering of the rating to 'B-' and negative outlook reflect our view of DCS' deteriorating operational performance over the past year," said Standard & Poor's credit analyst Avani K. Parikh. "This includes a sizable anticipated fiscal 2014 deficit that will require a significant fund balance draw and could lead to a violation of the school's bond covenant, which could be deemed a potential event of default. Management attributes the weakened performance to continued enrollment declines." Standard & Poor's previously placed the rating on CreditWatch negative, due to the increased credit risk posed by potential charter nonrenewal in June 2014. However, the school resolved this issue on July 1, 2014, by signing a new five-year charter contract with a new authorizer, Bay Mills Community College. "We could lower the rating within the one-year outlook period if DCS fails to improve operations from its projection of a sizable fiscal 2014 deficit, enrollment declines further, liquidity is sustained below 15 days' cash on hand, or the school violates its bond covenant, with resulting bondholder action or potential acceleration," Ms. Parikh added. "If the school can successfully navigate the enrollment declines, test scores show satisfactory improvement, operations rebound to cover debt service by at least 1x, and the unrestricted fund balance remains at a minimum level of compliance with bond covenants, we could consider revising the outlook to stable over time." DCS is a kindergarten-through-12th grade charter school serving approximately 800 students in Southfield, Mich. DIJAN INC: Closes 4 Arby's Outlets; Case Converted to Chapter 7 --------------------------------------------------------------- David Falchek, writing for Citizens Voice, reported that Dijan Inc., which operates Arby's restaurants, closed its area locations in Kingston, the Wyoming Valley Mall in Wilkes-Barre Township, Scranton, and one in Schuylkill County. According to the report, Dijan agreed to convert its Chapter 11 bankruptcy to a Chapter 7 liquidation bankruptcy after failing to reach a settlement with the IRS and other creditors. Dijan Inc. filed for Chapter 11 in Wilkes-Barre, Pennsylvania (Bankr. M.D. Pa. 10-06556) on August 11, 2010, listing assets of $2.91 million and liabilities of $5.87 million. Dijan Inc. is a franchisee of 14 Arby's fast-food restaurants. Judge John J. Thomas presided over the case. The Law Offices of Brian E. Manning, Esq., served as the Debtor's counsel. The petition was signed by Wallace R. McDonald, president. A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/pamb10-06556.pdf DOGWOOD PROPERTIES: Has Approval to Use Orion Cash Collateral ------------------------------------------------------------- Dogwood Properties, G.P. and Independent Bank have agreed to a Final Order on the Debtor's Emergency Motion to Use Cash Collateral of Orion Federal Credit Union. In lieu of any restrictions on the use of the cash collateral of Orion, the Debtor will make adequate protection payments to the bank of $19,079.98 per month beginning on or before June 10, 2014, pending further orders of the Court, and in the event a Plan is confirmed, this date shall be deemed to be the Effective Date of the Plan insofar as the Plan treatment afforded to Orion. About Dogwood Properties Dogwood Properties, G.P., owns and operates 110 single-family rental homes, all located in Shelby and DeSoto counties in Tennessee. The total value of its real estate holdings is estimated to be $9,985,000. Dogwood has nine secured lenders who are owed a total of approximately $14,486,000. Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21712) on Feb. 16, 2013. Judge Jennie D. Latta presides over the case. Russell W. Savory, Esq., at Gotten, Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel. DOGWOOD PROPERTIES: Can Modify Plan to Provide for Legal Fees ------------------------------------------------------------- U.S. Bankruptcy Judge Jennie D. Latta has approved an agreed order modifying the Third Amended Plan of Reorganization of Dogwood Propertiers, G.P., to provide for payment to Michael Murphy of post-petition attorney fees in the amount of $2,500 upon Confirmation of the Plan. The Plan of Reorganization is modified to add the following language to Paragraph 4.17 of the Third Amended Plan of Reorganization with regard to the Class 17 Claim of Michael Murphy: Upon Confirmation of the Plan, Debtor shall pay creditor post-petition attorney fees in the amount of $2,500. Third Amended Chapter 11 Plan The Debtor filed with the U.S. Bankruptcy Court for the Western District of Tennessee on Sept. 20, 2013, a Third Amended Plan of Reorganization. The Plan will be carried out and funded by future rental income generated by the Debtor. Under the Plan: * Unsecured priority claims (Class 2) will be paid in full within 60 months following the Petition Date of Feb. 16, 2013. * Holders of general unsecured claims (Class 23) will recover 100% in 360 equal monthly installments beginning on or before 90 days after the Effective Date of the Plan without interest. * The existing equity interest in the Debtor (Class 24) will be retained. A copy of the Third Amended Chapter 11 Plan is available at: http://bankrupt.com/misc/dogwoodproperties.doc235.pdf About Dogwood Properties Dogwood Properties, G.P., owns and operates 110 single-family rental homes, all located in Shelby and DeSoto counties in Tennessee. The total value of its real estate holdings is estimated to be $9,985,000. Dogwood has nine secured lenders who are owed a total of approximately $14,486,000. Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21712) on Feb. 16, 2013. Judge Jennie D. Latta presides over the case. Russell W. Savory, Esq., at Gotten, Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel. DOGWOOD PROPERTIES: Has Deal on Treatment of Orion Secured Claims ----------------------------------------------------------------- Dogwood Properties, G.P., and Orion Federal Credit Union have reached an agreement to resolve their differences with regard to the objection to confirmation of Plan. The parties have reached agreement as to modified treatment of the secured claim of Orion. Orion timely filed a proof of claim as a secured claim in the amount of $4,249,016.87 (Claim No. 49-1) secured by real estate located in Desoto County, Mississippi and Shelby County, Tennessee. The Debtor filed its Third Amended Plan of Reorganization on September 20, 2013 listing Orion as a Class 18 Creditor. Orion timely filed an objection to confirmation of the Plan on November 22, 2013, objecting to its proposed treatment under the Third Amended Plan asserting that it was entitled to treatment as a fully secured creditor under the Plan. Paragraph 4.18 of the Third Amended Plan of Reorganization is modified to provide the following with regard to the treatment of the secured claim of Orion: ?The Class 18 Claim of Orion shall be allowed as fully secured in the amount of $4,249,016.87 (the "Orion Allowed Secured Claim") and the Orion Allowed Secured Claim shall be paid by amortizing $4,249,016.87 over 360 months with interest at the rate of 3.5% per annum, with monthly payments of principal and interest of $19,079.98 due on the tenth (10th) day of each month commencing on the Effective Date of the Plan and continuing thereafter until June 15, 2019, at which time the entire balance of the Orion Allowed Secured Claim shall be due and payable in full. Debtor shall continue to make required escrow payments to Orion in order to timely make applicable real estate tax payments to the taxing jurisdictions of Shelby County, Tennessee, and Desoto County, Mississippi. All other terms of the loan documents executed by Debtor, including but not limited to the Deeds of Trust as consolidated, modified and amended of record in the Register's Office of Shelby County, Tennessee, and the Office of the Chancery Clerk of Desoto County, Mississippi, and related assignment of rents, and personal guaranties (the "Loan Documents") shall remain in full force and effect except as expressly modified in this Order. Orion as a Class 18 Creditor shall retain its lien to the extent of the Orion Allowed Secured Claim as set forth in the Loan Documents.? About Dogwood Properties Dogwood Properties, G.P., owns and operates 110 single-family rental homes, all located in Shelby and DeSoto counties in Tennessee. The total value of its real estate holdings is estimated to be $9,985,000. Dogwood has nine secured lenders who are owed a total of approximately $14,486,000. Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21712) on Feb. 16, 2013. Judge Jennie D. Latta presides over the case. Russell W. Savory, Esq., at Gotten, Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel. DVORKIN HOLDINGS: Gets Approval of Agreement With MB Financial -------------------------------------------------------------- Dvorkin Holdings LLC's bankruptcy trustee received court approval of his agreement with MB Financial Bank, N.A. to dispose a real property located at 801-849 E. Roosevelt Road, in Lombard, Illinois. Under the agreement, Gus Paloian, the bankruptcy trustee, will have the sole discretion to select a broker to market and sell the property, subject to an agreement with the bank and the broker regarding minimum sale price and term of the property listing. It will also be subject to an agreement regarding the maximum amount the bank will be permitted to credit bid for the property., and an agreement to reduce the broker's commission solely in the event of an MB credit bid to 1% of the credit bid price, and reimbursement of the broker's expenses. Under the deal, MB Financial agreed to permit payment of certain costs at closing from the sale proceeds from the property. In the event the bank concludes a credit bid purchase of the property, it will pay any and all debts constituting priming or higher priority liens than those of the bank against the property; customary costs for goods and services associated with sale of the property; and security deposits related to the assignment of tenant leases, if any, for the property. About Dvorkin Holdings, LLC Dvorkin Holdings, LLC, a holding company that has interests in 40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012. The Debtor disclosed $69,894,843 in assets and $9,296,750 in liabilities as of the Chapter 11 filing. Bankruptcy Judge Jack B. Schmetterer oversees the case. Michael J. Davis, Esq., at Archer Bay, P.A., in Lisle, Ill., serves as counsel to the Debtor. The petition was signed by Loran Eatman, vice president of DH-EK Management Corp. The Bankruptcy Court in October 2012 granted the request of Patrick S. Layng, the U.S. Trustee for the Northern District of Illinois, to appoint Gus Paloian as the Chapter 11 Trustee. Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel. Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as conflicts counsel. EDISON MISSION: EME Trust Board Approves Cash Distribution ---------------------------------------------------------- EME Reorganization Trust on July 15 disclosed that its board of managing trustees has approved a cash distribution of $0.02394 per beneficial interest. The distribution will be paid on July 31, 2014 to all record holders of beneficial interests as of the close of business on July 21, 2014. Immediately prior to the distribution, there will be 3,853,697,304 issued and outstanding beneficial interests of the Trust. Record Date: July 21, 2014 Payment Date: July 31, 2014 Distribution Amount: $0.02394 per beneficial interest The distribution is the result of the successful resolution by the EME Reorganization Trust of certain previously disputed claims and the true up process related to the final purchase price in the NRG sale transaction. These actions resulted in a release of excess amounts that had been set aside in certain reserve accounts in the aggregate gross amount of approximately $98.3 million. EME Reorganization Trust was formed in connection with the confirmation and consummation of the Third Amended Joint Chapter 11 Plan of Reorganization (with Technical Modifications) for Edison Mission Energy and certain of its subsidiaries (the Plan). The Plan became effective on April 1, 2014. The primary purpose of the EME Reorganization Trust is to resolve claims, liquidate remaining assets and make distributions as appropriate to holders of its beneficial interests. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors, other than Camino Energy Company, are also represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York. Debtor Camino Energy Company is represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC, in Chicago, Illinois. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME's Joint Plan of Reorganization was confirmed on March 11, 2014. The Plan provides for: (a) the sale to NRG Energy, Inc. and NRG Energy Holdings, Inc. of substantially all of EME's assets for approximately $2.635 billion, subject to certain adjustments provided in the Acquisition Agreement, and assumption of so-called PoJo Leases, as modified; (b) a settlement with Edison International -- EIX -- and certain EME noteholders pursuant to which EME will emerge from bankruptcy free of liabilities but will remain an indirect wholly-owned subsidiary of EIX; and (c) the transfer of substantially all remaining assets and liabilities of EME that are not otherwise discharged in the bankruptcy or transferred to NRG to the Reorganization Trust. Once consummated, the Plan will result in recoveries of over 80% for holders of unsecured claims against EME and payment in full in cash of claims against EME's subsidiaries. The Plan was declared effective on April 1, 2014. EL TOVAR: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: El Tovar Incorporated 2306 Klemm Street Saint Louis, MO 63110 Case No.: 14-45638 Chapter 11 Petition Date: July 17, 2014 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Hon. Charles E. Rendlen III Debtor's Counsel: John Talbot Sant, Jr., Esq. AFFINITY LAW GROUP 1610 Des Peres Road, Suite 100 St. Louis, MO 63131 Tel: (314) 872-3333 Email: tsant@affinitylawgrp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steven D. Parrish, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/moeb14-45638.pdf ELEPHANT TALK: Converts Note Into 4.2 Million Common Shares ----------------------------------------------------------- Elephant Talk Communications Corp., on Aug. 17, 2013, issued a convertible note to Bernard Moncarey (an affiliate of the Company), due July 2, 2014, pursuant to which the Company borrowed a principal amount of EUR2,000,000 ($2,652,600) at an interest rate of 10% per annum. The Convertible Note permits conversion, in whole or in part, at the option of Moncarey, into a number of shares of common stock, par value $0.00001 of the Company equal to the quotient of the Outstanding Balance. In conjunction with the issuance of the Convertible Note, on Aug. 17, 2013, the Company issued a warrant to Moncarey to purchase 1,000,000 shares of restricted Common Stock. The Moncarey Warrant became exercisable at any time on or after Feb. 17, 2014, at a price of $0.887 per share. The term of the Moncarey Warrant expires on Aug. 17, 2018. On July 15, 2014, the Company entered into a Note Conversion Letter Agreement and a Warrant Amendment Letter Agreement with Moncarey to, among other things: * immediately convert the Convertible Note into a number of shares of Common Stock equal to the quotient of the Outstanding Balance by a reduced Conversion Price of $0.70 per share or 4,238,501 shares of the Company's Common Stock; * amend the Moncarey Warrant to reduce the Exercise Price to $0.70 per share for the remainder of the term; and * issue a warrant to Moncarey to purchase 500,000 shares of restricted Common Stock. The July Warrant is exercisable any time after Jan. 15, 2015, at an exercise price of $0.9228 per share (the closing price of the Company's Common Stock immediately preceding the date the July Warrant was issued). The term of the July Warrant expires on July 15, 2019. The Audit and Finance Committee of the Company's Board of Directors authorized the Transaction in order to immediately satisfy the Company's obligations under the Convertible Note. The Transaction was subsequently ratified by the Company's Board of Directors. About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk reported a net loss of $22.13 million in 2013, a net loss of $23.13 million in 2012 and a net loss of $25.31 million in 2011. As of Dec. 31, 2013, the Company had $43.31 million in total assets, $19.58 million in total liabilities and $23.73 million in total stockholders' equity. "If the Company is unable to achieve the anticipated revenues or financing arrangement with its major vendors, the Company will need to attract further debt or equity financing. Although the Company has been succesful in the past in meeting its cash needs, there can be no assurance that proceeds from additional revenues, vendor financings or debt and equity financings, where required, will be received in the required time frames. If this occurs, the Company may, therefore, be unable to continue its operations. As of December 31, 2013, these conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty," the Company said in the Annual Report for the year ended Dec. 31, 2013. ENERGY FUTURE: NextEra Floats Bankruptcy Merger for Oncor Division ------------------------------------------------------------------ Peg Brickley, writing for Daily Bankruptcy Review, reported that NextEra Energy Inc. is pitching the board of an Energy Future Holdings Corp. division on a takeover plan that it claims would mean higher recoveries for creditors of the Dallas power company, which is tackling some $42 billion in debt in Chapter 11 bankruptcy. According to the report, unveiled in court documents, the proposal from the Florida energy company was emailed to the board of Energy Future Intermediate Holding Co. A spokesman for Energy Future wasn't immediately able to provide the company's response, the news agency said. About Energy Future Holdings fka TXU Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Lawyer Says Co. Will 'Vigorously Pursue' Deals ------------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Counsel, Energy Future Holdings Corp. is entertaining takeover overtures from NextEra Energy Inc. and others that have expressed an interest in a new deal for the troubled Texas power company, Edward Sassower, a lawyer for the company, said. According to the report, speaking at a bankruptcy court hearing, Mr. Sassower said the company considers NextEra's proposal "very promising," and it gives Energy Future reason to pause and "take stock of the situation" before forging ahead with its restructuring strategy. About Energy Future Holdings fka TXU Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. EPAZZ INC: Incurs $3.4 Million Net Loss in 2013 ----------------------------------------------- Epazz, inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $3.37 million on $750,139 of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $1.90 million on $1.19 million of revenue for the year ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2013, showed $1.08 million in total assets, $2.60 million in total liabilities and a $1.52 million total stockholders' deficit. M&K CPAS, PLLC, in Houston, 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 an accumulated deficit of $(7,501,994) and a working capital deficit of $(1,283,338), which raises substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Company said in the Report that it will need to raise additional funds to continue to operate as a going concern. "We cannot be certain that any such financing will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue and expand our business. We intend to overcome the circumstances that impact our ability to remain a going concern through a combination of the commencement of additional revenues, of which there can be no assurance, with interim cash flow deficiencies being addressed through additional equity and debt financing. Our ability to obtain additional funding for the remainder of the 2014 year and thereafter will determine our ability to continue as a going concern. There can be no assurances that these plans for additional financing will be successful. Failure to secure additional financing in a timely manner to repay our obligations and supply us sufficient funds to continue our business operations and on favorable terms if and when needed in the future could have a material adverse effect on our financial performance, results of operations and stock price and require us to implement cost reduction initiatives and curtail operations. Furthermore, additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that we relinquish valuable rights. In the event that we are unable to repay our current and long-term obligations as they come due, we could be forced to curtail or abandon our business operations, and/or file for bankruptcy protection; the result of which would likely be that our securities would decline in value and/or become worthless." A full-text copy of the Form 10-K is available for free at: http://is.gd/HpRC5k About EPAZZ Inc. Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of Illinois on March 23, 2000, to create software to help college students organize their college information and resources. The idea behind the Company was that if the information and resources provided by colleges and universities was better organized and targeted toward each individual, the students would encounter a personal experience with the college or university that could lead to a lifetime relationship with the institution. This concept is already used by business software designed to retain relationships with clients, employees, vendors and partners. ESPIRITO SANTO: Files for Creditor Protection --------------------------------------------- Patricia Kowsmann, writing for The Wall Street Journal, reported that Portuguese conglomerate Espirito Santo International SA filed for creditor protection in a Luxembourg court, saying it is unable to meet its debt obligations. According to the Journal, the filing comes as prosecutors in Portugal disclosed on July 18 that they are investigating issues related to Espirito Santo and its entities, as the central bank moved to calm fears about one of the company's partly owned units, lender Banco Espirito Santo SA, Portugal's second-largest lender by assets. Espirito Santo International S.A., through its subsidiaries, provides services which include corporate and retail banking, insurance, investment banking, brokerage, asset management, and also operates in the agriculture, hotel, and real estate industry. The company was formerly known as Espirito Santo International Holding S.A. and changed its name to Espirito Santo International S.A. in August 2003. The company was incorporated in 1975 and is based in Luxembourg. ESSAR STEEL: Files Chapter 15 to Support Canadian Plan ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Essar Steel Algoma Inc., Canada's second-largest integrated steel producer, initiated a reorganization under Canada's Companies' Creditors Arrangement Act followed yesterday by a Chapter 15 petition in U.S. Bankruptcy Court in Delaware. According to Tom Corrigan, writing for Daily Bankruptcy Review, a U.S. bankruptcy judge in Wilmington, Del., approved Chapter 15 protection for Essar Steel, to help the company complete a reorganization deal with its unsecured bondholders. Algoma, which lists $1.2 billion in total liabilities, filed for Chapter 15 protection as part of a larger restructuring process launched in Canada, the DBR report said. Mr. Rochelle related that an agreement with an ad hoc committee of holders of 70 percent of the unsecured notes calls for them to receive 32.5 percent of the claim in cash when the Canadian plan is implemented. In addition, the holders will be given new secured notes for 55 percent of the old debt, Mr. Rochelle said. EVENT RENTALS: Plan Terms OK'd, Confirmation Hearing on Aug. 27 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware, on July 17, 2014, approved the disclosure statement explaining the Chapter 11 plan for After-Party2, Inc., f/k/a Event Rentals, Inc., and its debtor affiliates, jointly proposed by the Official Committee of Unsecured Creditors. The Court approved the disclosure statement after determining that it contains adequate information as defined under Section 1125(a)(1) of the Bankruptcy Code. The Court also scheduled a hearing to consider confirmation of the Plan and any objections that may be interposed to commence on Aug. 27, 2014, at 11:00 a.m. (prevailing Eastern time). The confirmation hearing may be adjourned from time to time without further notice other than announcement made at the confirmation hearing or any adjourned hearing. Objections to the confirmation of the Plan must be received on or before Aug. 19. The deadline for voting on the Plan will be Aug. 20, at 4:00 p.m. (prevailing Eastern time). Under the first amended disclosure statement, filed July 16, the class of unsecured claims is impaired under the Plan, and holders of those claims will receive their pro rata share of the available proceeds, which is defined in the Secured Facilities Settlement Agreement (i.e., $606,250 plus 75% of the Post-Sale Professional Fee Savings, if any), less any (i) Administrative Claim other than a Fee Claim, (ii) Priority Claim, or (iii) Non-Lender Secured Claims, in each case that is not a Buyer Pay Claim and cannot be satisfied from the Debtors' other assets, provided, however, that none of the Unencumbered Settlement Cash will be used to pay any Disputed Sales Tax Claims or Unasserted Tax Audit Claims. Holders of general unsecured claims are poised to recover 2% of their allowed claims. Liquidity Claims and Opt-Out Unsecured Claims are estimated to total $40,091,000. Holders of these claims are poised to recover .015% of the allowed claim. A blacklined version of the Disclosure Statement is available at http://bankrupt.com/misc/EVENTRENTALSds0714.pdf About Event Rentals Event Rentals Inc., the largest event-rental provider in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 14-bk-10282) on Feb. 13, 2014. Event Rentals, which sought bankruptcy protection with affiliates, including Classic Midwest, Inc., has 39 locations across 22 markets. The company has the largest offering of event equipment, value-added event services, and temporary structure assets, and provide services for over 145,000 events for approximately 55,000 customers annually. The company taps 2,500 employees throughout the year and has total annual revenues of $235 million. Assets were listed for $148 million, with debt of $246 million. The Debtors owe $175 million in outstanding principal under a senior secured credit agreement; $36 million in outstanding principal under certain unsecured and subordinated liquidity notes; $5.5 million in outstanding principal under certain unsecured and subordinated seller financing relating to business acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6 million. The Debtors have tapped Jeffrey M. Schlerf, Esq., and John H. Strock, Esq., at Fox Rothschild LLP as local counsel; John K. Cunningham, Esq., and Craig H. Averch, Esq., at White & Case LLP as bankruptcy counsel; Jefferies LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors sought bankruptcy protection as they seek a new owner to take over the business. Existing lenders led by Ableco Finance LLC, as administrative agent, have agreed to finance the bankruptcy with a DIP financing facility of up to $20 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors for the Debtors' Chapter 11 cases. The Debtors disclosed that funds managed by Apollo Global Management, LLC submitted the winning offer to acquire substantially all of the Debtors' business at the April 21, 2014 auction. Apollo acquired the business for $125.2 million in cash. EVENT RENTALS: Exclusive Solicitation Date Extended to Dec. 13 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended After-Party2, Inc., f/k/a Event Rentals, Inc., and its debtor affiliates' exclusive plan filing period until Oct. 13, 2014, and their exclusive plan solicitation period until Dec. 13. About Event Rentals Event Rentals Inc., the largest event-rental provider in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 14-bk-10282) on Feb. 13, 2014. Event Rentals, which sought bankruptcy protection with affiliates, including Classic Midwest, Inc., has 39 locations across 22 markets. The company has the largest offering of event equipment, value-added event services, and temporary structure assets, and provide services for over 145,000 events for approximately 55,000 customers annually. The company taps 2,500 employees throughout the year and has total annual revenues of $235 million. Assets were listed for $148 million, with debt of $246 million. The Debtors owe $175 million in outstanding principal under a senior secured credit agreement; $36 million in outstanding principal under certain unsecured and subordinated liquidity notes; $5.5 million in outstanding principal under certain unsecured and subordinated seller financing relating to business acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6 million. The Debtors have tapped Jeffrey M. Schlerf, Esq., and John H. Strock, Esq., at Fox Rothschild LLP as local counsel; John K. Cunningham, Esq., and Craig H. Averch, Esq., at White & Case LLP as bankruptcy counsel; Jefferies LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors sought bankruptcy protection as they seek a new owner to take over the business. Existing lenders led by Ableco Finance LLC, as administrative agent, have agreed to finance the bankruptcy with a DIP financing facility of up to $20 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors for the Debtors' Chapter 11 cases. The Debtors disclosed that funds managed by Apollo Global Management, LLC submitted the winning offer to acquire substantially all of the Debtors' business at the April 21, 2014 auction. Apollo acquired the business for $125.2 million in cash. EVENT RENTALS: Revised FTI Consulting Employment Order Entered -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware issued a revised order authorizing After-Party2, Inc., f/k/a Event Rentals, Inc., and its debtor affiliates to employ FTI Consulting, Inc., and designate Andrew Hinkelman as chief restructuring officer. The Debtors are authorized to pay FTI (i) a monthly fee for services related to the financial objectives in an amount equal to $185,000, and (ii) a monthly fee for services related to the strategic communications objectives in an amount equal to $15,000. About Event Rentals Event Rentals Inc., the largest event-rental provider in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 14-bk-10282) on Feb. 13, 2014. Event Rentals, which sought bankruptcy protection with affiliates, including Classic Midwest, Inc., has 39 locations across 22 markets. The company has the largest offering of event equipment, value-added event services, and temporary structure assets, and provide services for over 145,000 events for approximately 55,000 customers annually. The company taps 2,500 employees throughout the year and has total annual revenues of $235 million. Assets were listed for $148 million, with debt of $246 million. The Debtors owe $175 million in outstanding principal under a senior secured credit agreement; $36 million in outstanding principal under certain unsecured and subordinated liquidity notes; $5.5 million in outstanding principal under certain unsecured and subordinated seller financing relating to business acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6 million. The Debtors have tapped Jeffrey M. Schlerf, Esq., and John H. Strock, Esq., at Fox Rothschild LLP as local counsel; John K. Cunningham, Esq., and Craig H. Averch, Esq., at White & Case LLP as bankruptcy counsel; Jefferies LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors sought bankruptcy protection as they seek a new owner to take over the business. Existing lenders led by Ableco Finance LLC, as administrative agent, have agreed to finance the bankruptcy with a DIP financing facility of up to $20 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors for the Debtors' Chapter 11 cases. The Debtors disclosed that funds managed by Apollo Global Management, LLC submitted the winning offer to acquire substantially all of the Debtors' business at the April 21, 2014 auction. Apollo acquired the business for $125.2 million in cash. FAMILY INTERVENTION: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Family Intervention Specialists, Inc. 127 Enterprise Path Suite 401 Hiram, GA 30141 Case No.: 14-41744 Nature of Business: Health Care Chapter 11 Petition Date: July 17, 2014 Court: United States Bankruptcy Court Northern District of Georgia (Rome) Debtor's Counsel: Jeffrey D. Bunch, Esq. HARRIS & BUNCH, LLC 16 Atlanta Street Marietta, GA 30060-1904 Tel: (678) 483-8660 Fax: (770) 499-7989 Email: jbunch@harrisandbunch.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David F. Anthony, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb14-41744.pdf FIRST DATA: PIK Notes Repayments No Impact on Fitch Ratings ----------------------------------------------------------- In Fitch Ratings' view, its Issuer Default Rating (IDR) of 'B' on First Data Corp. (FDC) is unaffected by the company's announcement that it has re-priced $5.7 billion in term loans and issued additional term loans to fund a partial redemption of its Holdco PIK notes (along with proceeds from the $3.5 billion equity private placement). The Holdco PIK principal is expected to be reduced from $1.5 billion to $216 million. 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. Together with the previously announced $2.2 billion in debt reduction plans, gross unadjusted leverage is expected to decrease to approximately 8.6x from 9.8x as of March 2014 (including the remaining Holdco PIK notes). The transaction is expected to save FDC more than $400 million in annual interest expense (including the savings resulting from the re-pricing of $5.7 billion in term loans). Fitch estimates cash interest savings of approximately $230 million. 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 has a positive on 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 Financial Services (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 FS segment; -- Potential for new competitive threats to emerge over the long term including new payment technology in the MS segment, potential for a competitor to consolidate market share in the MS segment, and 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 March 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 March 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. Pro forma for the delevering transactions, debt is approximately $21.6 billion. 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 March 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'. FIRST DATA: S&P Raises 1st Lien Debt Rating to 'BB-' ---------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Atlanta-based First Data Corp. The outlook is stable. At the same time, S&P raised the first-lien issue rating to 'BB-' from 'B+' and removed it from CreditWatch, where S&P had placed it with positive implications on June 20, 2014. S&P revised the recovery rating to '1' from '2'. The '1' recovery rating reflects S&P's expectation for very high (90% to 100%) recovery prospects in the event of a payment default. S&P also assigned its 'BB-' issue rating and '1' recovery rating to the company's new term loans due 2018, the proceeds of which will refinance its existing term loans due 2018. The new term loans also contain an incremental borrowing of about $350 million, the proceeds of which the company plans to use to repay a portion of its PIK holding company notes due 2019. "The raising of the rating on First Data's first-lien issue reflects the company's planned application of private placement equity proceeds, which it received on July 11, 2014, for debt reduction, including the repayment of a portion of its first-lien notes due 2020, which reduces the portion of priority debt in the capital structure," said Standard & Poor's credit analyst John Moore. S&P views the business risk profile as "satisfactory" because of the company's presence as one of the market leaders of payment processing services for merchants and financial institutions. The company's challenges to achieve growth within mature and highly competitive payments markets partially offset its leading market presence. Over the coming year, S&P expects First Data to offset highly competitive industry conditions, weak European macro conditions, and pricing pressure through merchant transaction processing volume growth, such that its segment revenues, which amounted to $6.7 billion for 2013, continue to experience flat- to low-single-digit growth. S&P also believes merchant processing transaction growth will support its expectation for reported segment EBITDA margins to continue to represent about 41% of revenues over the coming year. S&P views the industry risk as "intermediate" and the country risk as "very low." The stable outlook reflects First Data's large scale, modestly growing revenues, and steady profitability in global payment processing markets. S&P could lower the rating if operating weakness were to result in declines in EBITDA of about 15% during the coming year, such that leverage returned to the 9x area. Very high debt leverage and the company's limited capacity to reduce debt from free cash flow constrain the possibility of an upgrade over the coming year. FREEDOM INDUSTRIES: Gets Approval for Asset Disposal ---------------------------------------------------- Freedom Industries, Inc. has requested that the Bankruptcy Court for the Southern District of West Virginia allow it to use estate property outside the ordinary course of business for demolition in furtherance of West Virginia Dept. of Environmental Protection's Consent Order No. 8034. The Consent Order requires that the Debtor dismantle and remove all above ground storage tanks and associated machinery and fixtures at its Etonah River Terminal facility. After receiving and evaluating bids from numerous contractors, The Debtor has determined that acceptance of the bid from Independence Excavating, Inc. would be in the best interest of the estate. Under the proposed agreement with Independence, the demolition would require no payments by the Debtor, and would fully comply with the mandates of the Consent Order. The demolition should be fully completed by the end of June 2014. Section 363(b)(1) of the Bankruptcy Code provides that "the trustee, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate." Courts have held that such use of the estate property should be permitted so long as the Debtor shows "some articulated business justification" for such use. In re Continental Airlines, Inc., 780 F.2d 1223, 1226 (5th Cir. 1986). In addition to complying with the Consent Order, the demolition agreement requires that Independence pay the estate $25,000 for the removed equipment. Hon. Ronald G. Pearson approved the Debtor's request for the demolition by Independence on June 6, 2014. The Debtor is represented by Stephen L. Thompson, Esq. and J. Nicholas Berth, Esq. at Barth & Thompson of Charleston, WV and Mark E. Freedlander, Esq. and Scott E. Schuster, Esq. at McGuireWoods LLP of Pittsburgh, PA. About Freedom Industries Freedom Industries Inc., is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, the Bankruptcy Court approved the hiring of Mark Welch at MorrisAnderson in Chicago as Freedom's chief restructuring officer. FREEDOM INDUSTRIES: Proposes $2.9-Mil. Deal in Contamination Case ----------------------------------------------------------------- Kris Maher, writing for The Wall Street Journal, reported that Freedom Industries Inc., the company behind a January chemical spill that contaminated a major West Virginia water supply for more than a week, has reached a tentative $2.9 million settlement with attorneys representing local residents and businesses, according to court papers filed on July 18. If the agreement is approved in court, the money could be spent on health studies, water testing or other projects to benefit the group of individuals as well as businesses that were forced to close in the wake of the spill, the Journal said citing a filing in U.S. District Court in Charleston, W.Va. The settlement wouldn't include any direct payments to individuals but would rather be used to benefit a proposed class of all 300,000 people whose water supply was disrupted, the report said. About Freedom Industries Freedom Industries Inc., is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, the Bankruptcy Court approved the hiring of Mark Welch at MorrisAnderson in Chicago as Freedom's chief restructuring officer. FREESEAS INC: Receives Notice of Listing Deficiencies from NASDAQ ----------------------------------------------------------------- FreeSeas Inc. said it received from The NASDAQ Stock Market LLC: (i) a letter, dated July 15, 2014, stating that, for the previous 30 consecutive business days, the bid price of the Company's common stock closed below the minimum $1.00 per share; and (ii) a letter dated July 16, 2014, stating that for the period ended March 31, 2014, the Company's reported stockholders' equity is below $2.5 million. Both are requirements for continued listing on The NASDAQ Capital Market pursuant to NASDAQ Marketplace Rules 5550(a)(2) (the "Minimum Bid Price Rule") and 5550(b)(1) (the "Equity Standard Rule"). The NASDAQ letters have no immediate effect on the listing of the Company's common stock, which will continue to trade on The NASDAQ Capital Market under the symbol "FREE". In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), the Company has a grace period of 180 calendar days, which expires on Jan. 12, 2015, to regain compliance with the "Minimum Bid Price Rule", by maintaining a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during the Compliance Period. If the Company does not regain compliance by Jan. 12, 2015, NASDAQ will provide written notification to the Company that its common stock may be delisted. The Company may, however, be eligible for an additional grace period of 180 calendar days if it satisfies the continued listing requirement for market value of publicly held shares and all other initial listing standards (with the exception of the Bid Price Rule) for listing on The NASDAQ Capital Market, and submits a timely notification to NASDAQ of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split of the shares of its Common Stock, if necessary. The Company may also appeal NASDAQ's delisting determination to a NASDAQ Hearings Panel. FreeSeas said it intends to evaluate available options to resolve the deficiency and regain compliance with the Minimum Bid Price Rule. In accordance with NASDAQ Marketplace Rule 5810(c)(2)(C), the Company has 45 calendar days to submit a plan to regain compliance with the Equity Standard Rule. FreeSeas believes that it has already achieved compliance by virtue of the capital increase effected on May 28, 2014, following the successful closing of its $25 million public offering, which will be reflected in the unaudited interim financial statements for the six months ended June 30, 2014, which the Company expects to file within the next month. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. FreeSeas Inc. reported a net loss of $48.70 million in 2013, a net loss of $30.88 million in 2012 and a net loss of $88.19 million in 2011. The Company's balance sheet at March 31, 2014, showed $79.78 million in total assets, $77.41 million in total liabilities, all current, and $2.37 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. GENERAL MOTORS: Solons Challenge CEO Over Decision to Keep Lawyer ----------------------------------------------------------------- Jeff Bennett and Siobhan Hughes, writing for The Wall Street Journal, reported that senators challenged General Motors Co. Chief Executive Mary Barra to explain how she would change its corporate culture without dismissing her top lawyer, whose staff didn't tell regulators or senior executives about the problem for years. According to the report, Ms. Barra stuck by GM general counsel Michael Millikin, who, like her, has spent the bulk of his professional career at the auto maker; but the lawmakers' rough treatment of Mr. Millikin highlighted the challenges Ms. Barra faces as she seeks to convince regulators, prosecutors, lawmakers and consumers that she can change GM's management culture while sticking with an executive team largely made up of company veterans. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GENUTEC BUSINESSS: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------- The U.S. Trustee for Region 16 on June 12 appointed three creditors of Genutec Business Solutions, Inc. to serve on the official committee of unsecured creditors. The unsecured creditors' committee is composed of: (1) Merrill Communications, LLC Attn: Leif Simpson One Merrill Circle St. Paul, MN 55108 Tel: (651) 632-4046 Fax: (651) 632-1838 (2) Lawnae Hunter c/o Jones Day Attn: Paul Rafferty 3161 Michelson Dr., #800 Irvine, CA 92612 Tel: (949) 553-7588 Fax: (949) 553-7539 (3) Michael Taus Jimmy C. Taus, Esq. 1999 Ave. of the Stars, #1100 Los Angeles, CA 90067 Tel: (424) 246-8287 Fax: (310) 861-1811 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Genutec Businesss Solutions Genutec Businesss Solutions, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-13115) in Santa Ana, Georgia, on May 16, 2014. David Montoya signed the petition as director. The Debtor disclosed assets of $12,851,544 and liabilities of $11,529,199. Michael R Totaro, Esq., at Totaro & Shanahan, in Pacific Palisades, California, acts as bankruptcy counsel. Judge Erithe A. Smith presides over the case. HFOTCO LLC: S&P Assigns 'BB-' ICR & Rates $550MM Sr. Loan 'BB-' --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' issuer credit rating to HFOTCO LLC. The outlook is stable. Standard & Poor's also assigned its 'BB-' issue-level rating to the company's $550 million senior secured term loan B and $75 million revolving credit facility. The recovery rating on the term loan B and revolving credit facility is '3'. "We consider the company to have a "satisfactory" business risk profile," said Standard & Poor's credit analyst Michael Ferguson. "HFOTCO's relatively limited product and geographic diversity, expose the company to any market changes or disruptions in the residual fuels market," said Mr. Ferguson. Like other storage facilities, this company faces a risk of recontracting at lower rates. Compared with other large storage facilities, however, HFOTCO's current contracts generally have longer tenors and are with investment-grade counterparties. S&P considers the financial risk profile of the company to be "highly leveraged" and liquidity "adequate". The rating outlook on HFOTCO is stable. S&P expects near-term cash flows to be very stable and for debt to EBITDA to hover in the 7x to 7.5x area. A downgrade is unlikely in the short term due to the significant duration of current contracts, but could come about if market rates for residual fuel oil storage drop dramatically, or if the capital spending needs exceed S&P's expectations and are debt funded. An upgrade is currently unlikely due to the substantial leverage facing the issuer. S&P could consider a positive ratings action if debt to EBITDA falls below 6x but it would not expect this to occur until 2018 at the earliest. HFOTCO LLC is a 16.1 million barrel storage facility located on the Houston Ship Channel with significant residual oil and crude oil storage capacity. IBAHN CORPORATION: Seeks Oct. 1 Extension of Plan Exclusivity ------------------------------------------------------------- Ibahn Corporation seeks a further extension of its exclusive period to file a Plan of Reorganization in its Chapter 11 case. This is the Debtor's third request for such an extension. The Debtor seeks an extension to October 1, 2014, to file a Plan and to November 30 to obtain acceptances of the Plan. The Debtor contends that "cause" for such extensions exist pursuant to Sec. 1121(d) of the Bankruptcy Code. Since the petition date of September 6, 2013, the Debtor has undergone the sale of virtually all of its assets, assumed or rejected executory contracts and unexpired leases, retained an accountant to handle tax matters, negotiated with administrative claimants, and handled post-sale wind-down matters. The Debtor contends that creditors will not be prejudiced by a third extension. The Debtor is represented by Laura David Jones, Esq., David M. Bertenthal, Esq., and James E. O'Neill, Esq. at Pachulski, Stang, Ziehl & Jones LLP of Wilmington, DE. About iBahn Corp. Salt Lake City, Utah-based IBahn Corp., a provider of Internet services to hotels, sought bankruptcy protection (Bankr. D. Del. Case No. 13-12285), citing a loss of contracts with largest customer Marriott International Inc. and patent litigation costs. IBahn Chief Financial Officer Ryan Jonson said the company had assets of $13.6 million and it listed liabilities of as much as $50 million in the Chapter 11 filing on Sept. 6, 2013. The petitions were signed by Ryan Jonson as chief financial officer. Judge Peter J. Walsh presides over the case. Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang, Ziehl Young & Jones, LLP, serve as the Debtors' counsel. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Epiq also serves as administrative agent. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. INNOVENTE INC: Files Notice of Intention to Make BIA Proposal ------------------------------------------------------------- Innovente Inc. disclosed that on July 17, 2014, it filed a notice of intention to make a proposal to its creditors in accordance with the provisions of the Bankruptcy and Insolvency Act. The firm PricewaterhouseCoopers Inc. has been retained as trustee. In addition to its legal responsibilities, the firm will assist the Corporation in the development of a proposition to its creditors that will be subject to vote at a meeting which will be held at a date yet to be determined. In the meantime, the Corporation will benefit from a complete stay with regards to debt payments and to any creditor proceeding. Innovente believes that this process of notice of intention will contribute positively to its actual efforts of finding stategic and financial partners. About Innovente Based in Quebec City, Innovente -- http://www.innovente.ca-- produces renewable energy by providing communities with a green and sustainable solution for the management of residual organic matter with its patented technology. Innovente stock is listed on the TSX Venture Exchange under the ticker symbol IGE CA:IG. JENKINS OIL: Case Summary & 12 Top Unsecured Creditors ------------------------------------------------------ Debtor: Jenkins Oil Company 2021 Sunnyside Dr. Cadillac, MI 49601 Case No.: 14-04818 Chapter 11 Petition Date: July 17, 2014 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: Hon. James W. Boyd Debtor's Counsel: Perry G. Pastula, Esq. DUNN SCHOUTEN & SNOAP, P.C. 2745 DeHoop Avenue SW Wyoming, MI 49509 Tel: (616) 538-6380 Email: bankruptcy@dunnsslaw.com Total Assets: $1.05 million Total Liabilities: $569,329 The petition was signed by Michael A. Jenkins, president. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/miwb14-04818.pdf LATEX FOAM: Amends List of 20 Largest Unsecured Creditors --------------------------------------------------------- Latex Foam International, LLC amended its list of 20 largest unsecured creditors to reflect the inclusion of Sprague Operating Resources, Ruckel Mfg. Co., Inc., and Synthomer LLC; and exclusion of Craft Click, Inc., William Bassett; and Gareth Clarke: Name of Creditor Nature of Claim Amount of Claim ---------------- --------------- --------------- State of Connecticut $2,500,000 Dept. of Economic & Comm Dev. 505 Hudson Street Hartford, CT 06106 BASF Corporation Business Debt $951,631 Attn: Pres, GP or Mang Member P.O. Box 360941 Pittsburgh, PA 15251-6941 Goodyear Tire & Rubber Co. Business Debt $597,941 Attn: Pres, GP or Mang Member Reference: 2290 P.O. Box 100605 Atlanta, GA 30384-0605 UI Co. #010-0000217-176 Business Debt $365,057 Attn: Pres, GP or Mang Member P.O. Box 9230 Chelsea, MA 02150-9230 Monroe Staffing Services Business Debt $324,563 LLC Attn: Pres, GP or Mang Member P.O. Box 60839 Charlotte, NC 28260-0839 Tiarco Chemical Division Business Debt $292,177 Attn: Pres, GP or Mang Member PO Box 281995 Atlanta, GA 30384-1995 Tradebe Environmental Services Business Debt $207,753 Unisource WorldWide Inc. Business Debt $202,173 State of Texas $190,000 Absolutely Knits, Inc. Business Debt $166,351 RCMA Americas, Inc. Business Debt $158,715 Wiggin & Dana LLP Business Debt $136,480 Phoenix Holdings, LLC Business Debt $125,131 Unicorr Packaging Group, Inc. Business Debt $123,554 City of Wichita Falls $108,066 CW Textiles, LLC Business Debt $106,018 SHELTON 2009 LLC Business Debt $104,558 Sprague Operating Resources Business Debt $93,003 Ruckel Mfg. Co., Inc. Business Debt $83,462 Synthomer LLC - 231761 Business Debt $78,814 As reported in the Troubled Company Reporter on June 17, 2014, the Debtor disclosed that the list included: 1. State of Connecticut 2. BASF Corporation 3. Goodyear Tire & Rubber Co. 4. UI Co. #010-0000217-176 5. Monroe Staffing Services LLC 6. Tiarco Chemical Division 7. Tradebe Environmental Services 8. Unisource WorldWide Inc. 9. State of Texas 10. Absolutely Knits, Inc. 11. Craft Click, Inc. 12. William Bassett 13. RCMA Americas, Inc. 14. Wiggin & Dana LLP 15. Gareth Clarke 16. Phoenix Holdings, LLC 17. Unicorr Packaging Group, Inc. 18. City of Wichita Falls 19. CW Textiles, LLC 20. SHELTON 2009 LLC About Latex Foam Headquartered in Shelton, Connecticut, Latex Foam International, LLC manufactures foam mattresses and component mattresses. The 196-employee company produces mattress cores, toppers, and pillow buns utilizing both the Talaway and Dunlop manufacturing processes. LFIH is a holding company for 100% of the equity interests in LFI, PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN. BHD. LFI and four affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport, Connecticut, on May 30, 2014. David Fisher signed the petitions as president. The Debtors seek joint administration of their cases. LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities as of the Chapter 11 filing. Judge Alan H.W. Shiff presides over the cases. James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and Zeisler, serve as the Debtors' counsel. On June 19, 2014, the U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped to retain Schafer and Weiner, PLLC as its counsel, and Reid and Reige, P.C. as its local counsel. LATEX FOAM: Aug. 16 Hearing on Cohn Reznick as Accountant --------------------------------------------------------- The Bankruptcy Court will convene a hearing on Aug. 19, 2014, at 10:00 a.m., to consider Latex Foam International, LLC, et al.'s motion to employ CohnReznick, LLP as accountant. The Debtors stated that they needed accountants to assist with, tax preparation and pension plan audit for the year ending Dec. 31, 2013. The Debtors have not paid CohnReznick a retainer to cover services to be rendered in the Chapter 11 cases. The compensation received by CohnReznick in connection with the preparation of the audit for the year ending Dec. 31, 2013, will be limited to $15,000 and $55,000 for the preparation of the December 2013 tax returns, respectively, subject to modification upon proper notice and application. CohnReznick agreed to waive any prepetition claim it may have against the Debtors' estates. To the best of the Debtors' knowledge, CohnReznick is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Latex Foam Headquartered in Shelton, Connecticut, Latex Foam International, LLC manufactures foam mattresses and component mattresses. The 196-employee company produces mattress cores, toppers, and pillow buns utilizing both the Talaway and Dunlop manufacturing processes. LFIH is a holding company for 100% of the equity interests in LFI, PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN. BHD. LFI and four affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport, Connecticut, on May 30, 2014. David Fisher signed the petitions as president. The Debtors seek joint administration of their cases. LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities as of the Chapter 11 filing. Judge Alan H.W. Shiff presides over the cases. James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and Zeisler, serve as the Debtors' counsel. On June 19, 2014, the U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped to retain Schafer and Weiner, PLLC as its counsel, and Reid and Reige, P.C. as its local counsel. LATEX FOAM: Authorized to Use Cash Collateral Until July 31 ----------------------------------------------------------- The Bankruptcy Court approved a second interim stipulation and order authorizing Latex Foam International, LLC, et al.'s use of cash collateral until July 31, 2014. A copy of the budget is available for free at: http://bankrupt.com/misc/LATEXFOAM_cashcollord.pdf The Court scheduled a final hearing on the matter on July 29, at 10:00 a.m. Previously, the parties supplemented their stipulation to provide use of cash collateral until July 8, 2014. As reported in the Troubled Company Reporter on June 17, 2014, the Bank provided financing to Latex in the original principal amount of $34 million. The loans advanced under the Loan Agreement are secured by substantially all assets of the Debtors. The TCR reported on June 6, 2014, Wells Fargo asserts secured claims of approximately $16,500,000 against the Debtor's assets including cash collateral as provided under Section 361 and 363 of the Bankruptcy Code. As adequate protection against any postpetition date erosion of Wells Fargo's cash collateral within the meaning of Sections 361 and 363 of the Bankruptcy Code, the Debtors propose to grant to Wells Fargo a replacement lien in all after acquired cash collateral. About Latex Foam Headquartered in Shelton, Connecticut, Latex Foam International, LLC manufactures foam mattresses and component mattresses. The 196-employee company produces mattress cores, toppers, and pillow buns utilizing both the Talaway and Dunlop manufacturing processes. LFIH is a holding company for 100% of the equity interests in LFI, PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN. BHD. LFI and four affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport, Connecticut, on May 30, 2014. David Fisher signed the petitions as president. The Debtors are seeking joint administration of their cases. LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities as of the Chapter 11 filing. Judge Alan H.W. Shiff presides over the cases. James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and Zeisler, serve as the Debtors' counsel. On June 19, 2014, the U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped to retain Schafer and Weiner, PLLC as its counsel, and Reid and Reige, P.C. as its local counsel. LATEX FOAM: Committee Hires Schafer and Weiner & Reid and Reige --------------------------------------------------------------- The Bankruptcy Court will convene a hearing on Aug. 19, 2014, at 10:00 a.m., to consider the motion to retain Schafer and Weiner, PLLC as counsel for the Official Committee of Unsecured Creditors in the Chapter 11 cases of Latex Foam International, LLC, et al. Schafer and Weiner will bill for services rendered and out-of- pocket expenses incurred pursuant to the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, U.S. Trustee Guidelines, the local rule of the Court and future order of the Court. In a separate filing, the Committee requested permission to retain Reid and Reige, P.C. as its local counsel. Eric Henzy at R&R assures the Court that the firm represents no interest adverse to the Committee or to the estate. About Latex Foam Headquartered in Shelton, Connecticut, Latex Foam International, LLC manufactures foam mattresses and component mattresses. The 196-employee company produces mattress cores, toppers, and pillow buns utilizing both the Talaway and Dunlop manufacturing processes. LFIH is a holding company for 100% of the equity interests in LFI, PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN. BHD. LFI and four affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport, Connecticut, on May 30, 2014. David Fisher signed the petitions as president. The Debtors are seeking joint administration of their cases. LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities as of the Chapter 11 filing. Judge Alan H.W. Shiff presides over the cases. James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and Zeisler, serve as the Debtors' counsel. On June 19, 2014, the U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped to retain Schafer and Weiner, PLLC as its counsel, and Reid and Reige, P.C. as its local counsel. LOVE CULTURE: Files Chapter 11 to Close Stores, Sell Business ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Love Culture Inc., a clothing chain for young women and girls with more than 80 stores, filed a Chapter 11 petition in Newark, New Jersey, to close unprofitable stores and sell the remainder. Sara Randazzo, writing for Daily Bankruptcy Review, reported that Love Culture won court approval to access bankruptcy financing as it races toward a month-end deadline to sell itself to liquidators or find a buyer willing to keep the clothing chain in business. Mr. Rochelle said pre-bankruptcy secured lender Salus Capital Partners LLC, owed about $13.7 million as of the bankruptcy filing, agreed to finance the Chapter 11 effort with a $12 million revolving loan. The loan documents require approval of sale procedures by July 24, an auction by July 28, sale approval by July 29, and completion of the sale by July 30, Mr. Rochelle said, citing court papers. LOVE CULTURE: Meeting to Form Creditors' Panel Set for July 23 -------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on July 23, 2014, at 1:30 p.m. in the bankruptcy case of Love Culture Inc. The meeting will be held at: United States Trustee's Office One Newark Center, 1085 Raymond Blvd. 14th Floor, Room 1401 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. MIG LLC: U.S. Trustee to Hold Creditors' Meeting Aug. 11 -------------------------------------------------------- The U.S. Trustee for Region 3 is set to hold a meeting of creditors of MIG, LLC and ITC Cellular, LLC on August 11, at 1:00 p.m. The meeting will be held at Room 5209, 5th Floor of J. Caleb Boggs Federal Building, 844 King Street, in Wilmington, Delaware. The companies' representative is required to appear at the meeting for the purpose of being examined under oath. Attendance by creditors is welcomed but not required. At the meeting, the creditors may examine the companies and transact such other business as may properly come before the meeting. The meeting may be continued or adjourned from time to time by notice at the meeting, without further written notice to the creditors. About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11605) on June 30, 2014. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. The cases are assigned to Judge Kevin Gross. The Debtors are seeking joint administration of their Chapter 11 cases. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor, Cousins Chipman and Brown, LLP as conflicts counsel, and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have also filed an application to retain Natalia Alexeeva as chief restructuring officer. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. MISA INVESTMENTS: Moody's Affirms 'B1' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service affirmed MISA Investments Limited's ("MISA") B1 Corporate Family rating and B1-PD Probability of Default rating. Moody's affirmed the B3 rating on the existing $250 million 8.5% senior unsecured notes due 2022 issued by Viking Cruises Ltd ("Viking" -a wholly owned subsidiary of MISA), and assigned a B3 rating to the proposed $300 million add-on to these existing notes. The proceeds of the add-on will be used to fund a dividend to MISA that it will use to repay its existing $175 million PIK/Toggle notes, to fund a portion of the cost to construct new vessels for a to be established joint venture entity ("JV") that will operate river vessels on the Mississippi River, and to pay fees and expenses. Viking will have up to a 25% interest in the JV in order to comply with provisions of the Jones Act. Viking has launched a consent solicitation to holders of its $250 million senior unsecured notes that would amend the existing indenture to allow for the new JV. Assuming the JV is established, Viking will make secured loans to the JV to finance construction of two vessels for delivery in 2017; the cost of these vessels is estimated at $100 - $115 million each. If Viking is unable to establish the JV, the excess $115 million proceeds will be retained by the company to support growth. The net $125 million increase in debt causes an increase in pro- forma net adjusted debt/EBITDAR to 5.4 times from 4.7 times. Since Viking maintains high cash balance ($515M at 3/31/14) and is expected to continue to build cash from free cash flow, Moody's has netted $215 million (gross cash less $300 million for liquidity) from the company's debt balance. When the proposed transaction closes, MISA's Corporate Family Rating and Probability of Default Rating will be moved to Viking Cruises Ltd (Viking), reflecting the repayment of the MISA PIK/Toggle notes. Ratings Rationale Viking's B1 Corporate Family Rating reflects the company's considerable business risk associated with high growth in a small market segment of the cruise industry, high leverage relative to its current earning base, the potential for margin pressure due to the need to invest in marketing to support rapid growth, first time entry into the ocean cruise segment and development and launch of new vessels for the Mississippi River market in the US. Viking's pro-forma net lease adjusted debt / EBITDAR of 5.4 times is high relative to the company's current scale in terms of net revenue ($555 million - LTM 3/31/14) and considering its aggressive growth plans. The company has committed to take delivery of river and ocean vessels that will increase passenger capacity cruise days by approximately 44% in 2014 and 33% in 2015 and plans for increases of 39% in 2016. The ratings are supported by Viking's good forward booking visibility as a high proportion of the following year's net cruise revenues are booked by late fall of the prior year. This visibility, along with a short lead time to build new river vessels (about 12 to 15 months), enables the company to adjust capacity expansion to demand trends. Also considered is the company's solid interest coverage, at about 2.9 times, and an increasing mix of higher margin new longships that is expected to drive solid returns on investment. The ratings incorporate the qualified audit opinion that the company received in 2013 -- and is expected to receive going forward -- as a result of a disagreement with the auditors regarding the accounting treatment of direct marketing and advertising costs under IAS 38. Viking treats these expenses in accordance with the matching principal. While not in accordance with IFRS, it is acceptable in GAAP accounting. The stable rating outlook reflects good forward booking trends at higher prices for 2014 and Moody's expectation that Viking can achieve a solid return on its vessel investments while maintaining its current credit profile. The ratings could be downgraded if, for any reason, there is a meaningful deterioration in occupancy or pricing or if lease adjusted net debt/EBITDAR remains above 5.5 times (If Viking does not continue to maintain available cash balances above $300 million, ratings could be downgrade if lease adjusted gross debt/EBITDAR rises above 6.0 times). Moody's does not anticipate upward rating momentum in the foreseeable future given Viking's rapid debt financed capacity expansion plans, and first time entry into the ocean cruise segment in 2015, and the Mississippi River market in 2017. A higher rating would require the demand environment remain strong enough to support a solid return on capacity expansion and lower, sustainable adjusted debt to EBITDAR below 5.0 times. Rating assigned: Viking Cruises Ltd. $300 million senior unsecured notes due 2022 at B3 (LGD 5) Ratings affirmed: MISA Investments Limited Corporate Family rating at B1 Probability of Default rating at B1-PD When the proposed transaction closes, MISA's Corporate Family Rating and Probability of Default Rating will be moved to Viking Cruises Ltd. (Viking), reflecting the repayment of the MISA PIK/Toggle notes. $175 million senior PIK toggle notes due 2018 at B3 (LGD 5) Viking Cruises Ltd. $250 million senior unsecured guaranteed notes due 2022 at B3 (LGD 5) Ratings to be withdrawn: MISA Investments Limited $175 million senior PIK toggle notes due 2018 at B3 (LGD5) The principal methodology used in this rating was the Global Lodging & Cruise Industry Rating Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MISA Investments Limited is the holding company of Viking Cruises Ltd that in turns owns Viking River Cruises Ltd and Viking Ocean Cruises Ltd. Viking Ocean Cruises Ltd is an unrestricted subsidiary of Viking Cruises Ltd. As of December 31, 2013 Viking River Cruises Ltd marketed 37 river cruise vessels under the Viking River Cruises brand for the 2014 season. Total trailing twelve months net revenues as of March 31, 2014 were $555 million. MMODAL INC: Wins More Time to Decide on Leases ---------------------------------------------- Legend Parent, Inc. requested that the Bankruptcy Court for the Southern District of New York grant additional time for it to address unexpired leases of non-residential real property. The Debtor is currently a party to 11 unexpired leases of offices and development centers located in North Carolina, Pennsylvania, Tennessee, Georgia and Florida. The Debtor has filed its Second Amended Joint Plan for Reorganization which is scheduled for a confirmation hearing on July 15, 2014. The Plan provides that should there be any executory contracts or unexpired leases which have not yet been assumed or rejected, such contracts or leases shall be deemed assumed as of the effective date of the Plan. The Debtor seeks an extension to the earlier of the effective date or October 16 to assume or reject the contracts or leases. Without the extension, the contracts or leases could be deemed rejected pursuant to Sec. 365(d)(4) of the Bankruptcy Code which requires debtors to assume or reject contracts or leases by the earlier of the 120th day following the filing of a Chapter 11 Petition or the date a confirmation order is entered. July 18th will be the 120th day since the filing of the Petition, and the Plan Support Agreement related to the Debtor's proposed Plan requires the Debtor to attempt to obtain entry of the Confirmation Order by July 16th. The Debtor contends that it meets all three of the factors justifying "cause" for an extension under Sec. 365(d)(4)(B)(i) of the Bankruptcy Code: (i) The decision to assume or reject the leases is central to a Plan of Reorganization due to the value of the leases to the estate, (ii) The case is complex and involves a many leases, and (iii) The Debtor has not had time to intelligently apprise the Leases' value to a Plan of Reorganization. The Debtor is represented by Allan S. Brilliant, Esq., Shmuel Vasser, Esq. and Jeffrey T. Mispagel, Esq. at Dechert LLP of New York, NY. Honorable Robert E. Grossman granted the Debtor's requested extension on July 2, 2014. About M*Modal Headquartered in Franklin, Tennessee, M*Modal provides clinical documentation solutions for the U.S. healthcare industry. It has operations in six countries and employs more than 9,900 employees, most of whom are medical transcriptionists or medical editors. M*Modal, a medical-services company owned by J.P. Morgan Chase Co.'s private-equity arm, filed for Chapter 11 bankruptcy protection, following a decline in sales and mounting debt. MModal disclosed $627 million in total assets and $876 million in total liabilities as of Feb. 28, 2014. MModal Inc., disclosed, in its schedules, assets of $36,128,041 plus undetermined amount, and liabilities of $808,089,536 plus undetermined amount. Legend Parent Inc. and other M*Modal entities, including MModal Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-10701) on March 20, 2014. The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal North America, LLC, as restructuring advisor, Lazard Freres & Co LLC as investment banker, Deloitte Tax LLP as tax advisor, and Prime Clerk LLC as claims and noticing agent, and administrative advisor. The Joint Plan of Reorganization dated April 25, 2014, provides that First Lien Claims will be allowed in the aggregate amount of $507,680,532. On the effective date, holders of First Lien Claim will also receive their pro rata share of (i) the New Term Loan, (ii) 93% of Reorganized Holdings Equity Interests, subject to dilution solely on account of the New Warrants and Management Stock Option Plan; and (iii) $8,197,801 in Cash. Holders of Allowed General Unsecured Claims will receive their pro rata share of (i) 7% of the Reorganized Holdings Equity Interests; (ii) the New A Warrants and New B Warrants; and (iii) $617,039 in Cash. A Steering Committee for Secured Lenders under the Prepetition Credit Agreement is represented by Richard Levy, Esq., at Latham & Watkins LLP. An Ad Hoc Committee of certain unaffiliated holders of (i) the Term B loan under the Prepetition Credit Agreement and (ii) Notes issued under the Indenture is represented by Michael Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. The U.S. Trustee for Region 2 has appointed three members to the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, in New York, serve as counsel to the Committee. Michael Diaz of FTI Consulting leads the team of financial advisors to the Creditors' Committee. MMRGLOBAL INC: Stockholders Elected Two Directors ------------------------------------------------- MMRGlobal, Inc., held its 2014 annual meeting of stockholders on July 16, 2014, at which the stockholders elected Robert H. Lorsch and Dr. Ivor Royston as Class II directors to serve for a term of three years, with that term expiring upon the 2016 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The stockholders also ratified the appointment of Rose Snyder & Jacobs as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2014. About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. MMRGlobal reported a net loss of $7.63 million in 2013, as compared with a net loss of $5.90 million in 2012. The Company's balance sheet at March 31, 2014, showed $2.23 million in total assets, $10.30 million in total liabilities and a $8.07 million total stockholders' deficit. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the years ended December 31, 2013 and 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern. OVERSEAS SHIPHOLDING: First Amended Ch. 11 Plan Confirmed --------------------------------------------------------- Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware signed on July 18, 2014, a findings of fact, conclusions of law, and order confirming the First Amended Joint Plan of Reorganization of Overseas Shipholding Group, Inc., and its debtor affiliates. The Debtors, in support of their bid for confirmation of the Plan, revised the Plan to modify the treatment of certain classes of claims, including Class D2 Claims (Satisfied Noteholder Claims) and Class D3 Claims (Reinstated Noteholder Claims). Under the First Amended Plan, Class D2 Claims will be allowed in the aggregate amount of $63,603,000, plus (I) any applicable interest on the principal at the applicable contractual rate calculated pursuant to the 8.750% Debentures up to and including the date on which the Debtors or Reorganized Debtors make the distribution to the 8.75% Debentures Trustee, and (II) interest on overdue interest, in accordance with the terms of the 8.750% Debentures Indenture and/or New York law. Class D3 Claims will be allowed in the aggregate amount of $451,686,250 consisting of the principal and accrued but unpaid prepetition interest owed on the 7.500% Notes and the 8.125% Notes, plus all applicable interest, including (i) interest accrued through the effective date which, absent a default, would not yet be due for payment on a regular interest payment date, and (ii) interest on overdue interest. Judge Walsh overruled any objections that have not been withdrawn, waived, or settled prior to entry of the confirmation order. These objections include those raised by Wilmington Trust, National Association, as indenture trustee for the $150 million of 7.5% Senior Notes due 2024 issued by OSG, The Bank of New York Mellon, in its capacity as the 8.75% Debentures Trustee, the Official Committee of Unsecured Creditors, the U.S. Government on behalf of the U.S. Department of Transportation Maritime Administration, and Oracle America, Inc. Wilmington Trust, National Association, as indenture trustee for the $150 million of 7.5% Senior Notes due 2024 issued by OSG, complained that the Debtors have failed and refused to provide for the payment of interest on overdue interest on the 7.5% Notes, despite the fact that Section 503 of the 7.5% Notes Indenture specifically provides for the payment of interest on overdue interest, as does New York Law, which governs the 7.5% Notes Indenture. The Bank of New York Mellon, in its capacity as the 8.75% Debentures Trustee, argued that holders of 8.75% notes must receive interest on overdue installments of interest payments at either the 8.75% rate provided in the 8.75% Debentures Indenture, or the 9% interest rate pursuant to New York law. The Official Committee of Unsecured Creditors said it supports the Plan but said the Plan's failure to pay upon emergence approximately $2.2 million of interest on overdue interest with respect to the 8.75% Debentures Claims and the 7.5% Notes Claims both violates the plain language of the 8.75% Debentures and the 7.5% Notes Indentures and contravenes the Plan's purported treatment of the Noteholders as unimpaired. The U.S. Trustee objected to the treatment of the MARAD Capital Construction Fund Agreement as an executory contract and argued that the agreement cannot be rejected because the Debtors are participants in a government program that has certain rules and regulations. Oracle America, Inc., also objected to the Plan, especially the schedules of executory contracts to be assumed, assumed and assigned, and rejected, because their heir executory contracts were listed in the exhibit listing the contracts designated for assumption and assignment, but no assignment of the Oracle agreements is contemplated. The Debtors, in response to the objections, maintained that their Plan should be confirmed because it will pay in full or render unimpaired all allowed, non-subordinated claims and deliver significant value to existing shareholders while positioning the Debtors for successful operation in the years to come. The Debtors added that they have worked in good faith to resolve the Plan objections through reasonable settlements. Judge Walsh has approved a stipulation among the Debtors, certain holders of the 7.5% Notes, and Wilmington Trust, resolving anticipated Plan objections. A blacklined version of the Plan dated July 17, 2014, is available at http://bankrupt.com/misc/OSGplan0716.pdf A full-text copy of Judge Walsh's Confirmation Order is available at http://bankrupt.com/misc/OSGplanord0718.pdf One of the Debtors, OSG International, Inc., filed amended schedules of assets and liabilities, modifying the list of holders of unsecured non-priority claims. Full-text copies of the Schedules are available at http://bankrupt.com/misc/OSGsal0715.pdf The Debtors are represented by James L. Bromley, Esq., Luke A. Barefoot, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New York; and Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware. Wilmington Trust is represented by Christopher A. Ward, Esq., and Jarrett Vine, Esq., Polsinelli PC, in Wilmington, Delaware; and Edward M. Fox, Esq., at Polsinelli PC, in New York. BNY Mellon is represented by Kurt F. Gwynne, Esq., at Reed Smith LLP, in Wilmington, Delaware; and James Gadsden, Esq., and Leonardo Trivigno, Esq., at Carter Ledyard & Milburn LLP, in New York. The Creditors' Committee is represented by David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware; and Daniel H. Golden, Esq., and Fred S. Hodora, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York. MARAD is represented by Charles M. Oberly, III, Esq., U.S. Attorney, and Ellen W. Slights, Esq., Assistant U.S. Attorney, in Wilmington, Delaware. Oracle is represented by James E. Huggett, Esq., at Margolis Edelstein, in Wilmington, Delaware; Amish R. Doshi, Esq., at Magnozzi & Kye, LLP, Huntington, New York; and Shawn M. Christianson, Esq., at Buchalter Nemer P.C., in San Francisco, California; and Deborah Miller, Esq., and Michael Czulada, Esq., in house counsel for Oracle. About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. U.S. Bank National Association is the successor administrative agent under the $1.5 billion credit agreement, dated as of February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and OSG International, Inc., as joint and several borrowers, (b) the Administrative Agent and (c) various lenders party thereto. Counsel to the Administrative Agent are Milbank, Tweed, Hadley & McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP. Lazard Freres & Co. LLC serves as advisor to the Administrative Agent. An official committee of Equity Security Holders has been appointed in the case. It is represented by Brown Rudnick LLP's Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle, Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H. Strock, Esq. and L. John Bird, Esq. In May 2014, the Debtors won Bankruptcy Court approval of the disclosure statement explaining their amended plan of reorganization that effectuates the terms of an alternative plan received from the parties under an Equity Commitment Agreement. Those parties include certain holders of existing equity interests of the Company representing approximately 30% of the existing common stock of OSG. PACIFIC STEEL: Wins More Time to Decide on Leases ------------------------------------------------- Pacific Steel Casting Company requested that the Bankruptcy Court for the Northern District of California, Oakland Division, grant its request for additional time to assume or reject leases. The non-residential real property leases at issue relate to leases with Howard F. Robinson, Principal Life Insurance Company and Berkeley Properties, LLC. No objections were lodged in response to the Debtor's Motion to extend the time to assume or reject the leases filed by the Debtor. The Debtor also requested an extension of its exclusive period to file a Plan of Reorganization and solicit acceptances thereto. On July 7, Hon. Roger L. Efremsky granted the Debtor's request for additional time to assume or reject the leases. About Pacific Steel Casting, Berkeley Properties Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. The Debtor is represented by Michael W. Malter, Esq. and Julie H. Rome-Banks, Esq., at Binder & Malter, LLP of Santa Clara, CA. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. Burr Pilger Mayer, a certified public accounting firm, serves as financial consultants. Pacific Steel makes carbon, low-alloy and stainless steel castings for U.S. and international customers, largely for heavy-duty trucks and construction equipment. Tracy Hope Davis, the United States Trustee for Region 17, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Ori Katz, Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter & Hampton LLP. PACIFIC STEEL: Exclusive Right to File Plan Extended to Oct. 6 -------------------------------------------------------------- Pacific Steel Casting Co. obtained a court order extending the period of time during which it alone holds the right to file a plan to exit Chapter 11 protection. The order signed by U.S. Bankruptcy Judge Roger Efremsky extended the company's exclusive right to propose a plan to October 6, and solicit votes from creditors to December 5. The extension would prevent others from filing rival plans in court and maintain Pacific Steel's control over its bankruptcy case. About Pacific Steel Casting, Berkeley Properties Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. Michael W. Malter, Esq., at Binder & Malter, LLP serves as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. Burr Pilger Mayer, a certified public accounting firm, serves as financial consultants. Pacific Steel makes carbon, low-alloy and stainless steel castings for U.S. and international customers, largely for heavy-duty trucks and construction equipment. Tracy Hope Davis, the United States Trustee for Region 17, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Ori Katz, Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter & Hampton LLP. PACIFIC STEEL: Seeks Approval to Assume Executory Contracts ----------------------------------------------------------- Pacific Steel Casting Co. has filed a motion seeking court approval to assume and assign contracts in connection with the proposed sale of its assets to Speyside Fund LLC. Pacific Steel will sell the fourth-generation family-owned steel foundry for $11.3 million to New York-based private equity fund unless another buyer emerges as the winner at a July 28 auction. The sale is contingent upon the assumption and assignment of the contracts, according to the company's lawyer, Julie Rome-Banks, Esq., at Binder & Malter LLP, in Santa Clara, California. "Absent the ability to assume and assign the assumed contracts, the debtors would likely be unable to consummate the sale," Ms. Rome-Banks said in the filing. Claims against the bankruptcy estate of Pacific Steel would also be reduced by the assumption and assignment of the contracts, which include the company's collective bargaining agreement with employees who are represented by Glass, Molders, Pottery, Plastics and Allied Workers International Union. The agreement to assume the non-union pension plan and the union' s multi-employer pension trust would also remove contingent claims that could well exceed $30 million, according to the filing. A list of the contracts can be accessed at http://is.gd/JuK6cA U.S. Bankruptcy Judge Roger Efremsky will hold a hearing on July 28 to consider approval of the motion. About Pacific Steel Casting, Berkeley Properties Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. Michael W. Malter, Esq., at Binder & Malter, LLP serves as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. Burr Pilger Mayer, a certified public accounting firm, serves as financial consultants. Pacific Steel makes carbon, low-alloy and stainless steel castings for U.S. and international customers, largely for heavy-duty trucks and construction equipment. Tracy Hope Davis, the United States Trustee for Region 17, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Ori Katz, Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter & Hampton LLP. PETRON ENERGY: Darling Capital Reports 9.9% Equity Stake -------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Darling Capital, LLC, disclosed that as of Feb. 21, 2014, it beneficially owned 88,289,000 shares of common stock of Petron Energy II, Inc., representing 9.99 percent of the shares outstanding. On Feb. 21 2014, Darling Capital said it submitted a schedule 13G for shares received from Petron Energy. Due a simple error and miscommunication with Darling Capital's filer, the Schedule was not filed and it has come to Darling Capital's attention just recently. Subsequent to this error, believing that it filed the 13G, Darling Capital purchased additional debt that was later converted into shares in Petron Energy and then sold in the open market. On advice from its attorney, Darling Capital filed the original schedule and disclosed the amount of shares received and sold subsequent to this error. A full-text copy of the Schedule is available for free at: http://is.gd/Xen3KU About Petron Energy Dallas-based Petron Energy II, Inc., is engaged primarily in the acquisition, development, production, exploration for and the sale of oil, gas and gas liquids in the United States. As of Dec. 31, 2011, the Company is operating in the states of Texas and Oklahoma. In addition, the Company operates two gas gathering systems located in Tulsa, Wagoner, Rogers and Mayes counties of Oklahoma. The pipeline consists of approximately 132 miles of steel and poly pipe, a gas processing plant and other ancillary equipment. The Company sells its oil and gas products primarily to a domestic pipeline and to another oil company. Petron Energy reported a net loss of $4.30 million in 2013 following a net loss of $8.32 million in 2012. As of March 31, 2014, the Company had $3.05 million in total assets, $5.21 million in total liabilities and a $2.16 million total stockholders' deficit. KWCO, PC, in Odessa, TX, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's significant operating losses since inception raise substantial doubt about its ability to continue as a going concern. PHI GROUP: Amends Form 10-Q for Quarter Ended Dec. 31, 2012 ----------------------------------------------------------- PHI Group, Inc., filed with the U.S. Securities and Exchange Commission an amended quarterly report for the period ended Dec. 31, 2012. The amended Report disclosed a net loss of $207,543 on $0 of consulting and advisory fee income for the three months ended Dec. 31, 2012. The Company previously reported a net loss of $265,978 on $0 of consulting and advisory fee income for the same period. The Company's amended balance sheet at Dec. 31, 2012, showed $478,044 in total assets, $10.42 million in total liabilities, all current and a $9.95 million total stockholders' deficit. The Company previously disclosed $1.14 million in total assets, $10.42 million in total liabilities and a $9.28 million total stockholders' deficit at Dec. 31, 2012. A full-text copy of the Form 10-Q/A is available for free at: http://is.gd/MCP1DG 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. PROVIDENT FINANCING: Fitch Affirms 'BB+' Rating on 7.405% Secs. --------------------------------------------------------------- Fitch Ratings has affirmed Unum Group Inc.'s (NYSE:UNM) holding company ratings, including the senior debt rating at 'BBB'. In addition, Fitch affirms the Insurer Financial Strength (IFS) ratings for of all of UNM's domestic operating subsidiaries at 'A'. The Rating Outlook is Stable. Key Rating Drivers The rating rationale includes the following: UNM's overall operating performance, which has remained strong despite continued adverse global economic conditions; conservative investment portfolio; solid capital and liquidity at both the insurance subsidiary and holding company levels; the company's leadership position in the U.S. employee benefits market; and increased diversification. Offsetting these positives are Unum U.K.'s somewhat stagnant recent results and continued challenges UNM faces in managing its run-off long-term care book of business, particularly in the current low interest rate environment. The Stable Outlook reflects Fitch's belief that while UNM's premium growth and operating margins continue to be challenged by the weak economic environment and competitive market conditions, the company's overall profitability will continue to support the current rating. Operating margins in UNM's U.S. disability business have held up better than Fitch's expectations, and they have favorable relative to the company's peers. The company has been experiencing an improving trend in the benefit ratio of its core U.S. group disability income business over the past year and a half, which has helped support the company's overall profitability. While Unum U.K. results have shown deterioration, particularly within the group life segment, the company has taken steps to improve results going forward including implementing significant rate increases and claims management improvements while reducing its focus on the large case market. Unum U.K. also entered into a 50% coinsurance arrangement effective Jan. 1, 2013 designed to reduce earnings volatility and capital requirements. While these measures appear to have halted deterioration in the unit's operating profitability, persistency has suffered, particularly in the U.K. group life segment. During 2013, UNM repurchased $319 million of its shares, down from $501 million in 2012. Fitch's expectation is that further share repurchases will be funded through operating earnings to mitigate the impact on financial leverage and the capitalization of the operating subsidiaries. Further, Fitch generally views measured stock repurchase as a more prudent use of capital than acquisitions or premium growth in a soft rate environment. UNM's financial leverage was 25% at March 31, 2014. Fitch considers the company's debt service capacity to be strong for the rating level with GAAP earnings based interest coverage of 9.5x in 2013. Holding company liquidity, including an intermediate holding company, totaled $820 million at March 31, 2014. UNM reported consolidated risk-based capital of its U.S. insurance subsidiaries 403% at Dec. 31, 2013, which is at the high end of management's near to intermediate term target of 375% - 400%. Rating Sensitivities The key rating triggers that could lead to an upgrade include: -- Improved general economic conditions including a growth in employment, salaries and disposable income which enable UNM to achieve its long-term target of 5% - 7% annual earnings growth on its core operations. -- GAAP earnings-based interest coverage over 12x and statutory maximum allowable dividend coverage of interest expense over 5x. -- U.S. risk-based capital ratio above 400% and run-rate financial leverage below 20%. Key rating triggers that could lead to a downgrade include: -- Deterioration in financial results that includes an increase in the U.S. group disability benefit ratio over 87%, GAAP earnings-based interest coverage falling below 8x, and statutory maximum allowable dividend interest expense coverage falling below 3x. -- Any additional reserve strengthening charges in the near term; -- Holding company cash falls below management's target of approximately 1x fixed charges (interest expense plus common stock dividend), or roughly $290 million. -- U.S. risk-based capital ratio below 350% and financial leverage above 25%. Fitch affirms the following ratings with a Stable Outlook: Unum Group Inc. -- Issuer Default Rating (IDR) at 'BBB+'; -- 7.125% senior notes due Sept. 30, 2016 at 'BBB'; -- 7% senior notes due July 15, 2018 at 'BBB'; -- 5.625% senior notes due Sept. 15, 2020 at 'BBB'; -- 4.00% senior notes due March 15, 2024 at BBB; -- 7.25% senior notes due March 15, 2028 at 'BBB'; -- 6.75% senior notes due Dec. 15, 2028 at 'BBB'; -- 7.375% senior notes due June 15, 2032 at 'BBB' -- 5.75% senior notes due Aug. 15, 2042 at 'BBB'. Provident Financing Trust I -- 7.405% junior subordinated capital securities at 'BB+'. UnumProvident Finance Company plc, -- 6.85% senior notes due Nov. 15, 2015 at 'BBB'. Unum Group members: Unum Life Insurance Company of America Provident Life & Accident Insurance Company Provident Life and Casualty Insurance Company The Paul Revere Life Insurance Company The Paul Revere Variable Annuity Insurance Company First Unum Life Insurance Company Colonial Life & Accident Insurance Company --IFS at 'A'. PRWIRELESS INC: S&P Raises Corporate Credit Rating to 'CCC+' ------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its corporate credit rating on Guaynabo, P.R.-based PRWireless Inc. to 'CCC+' from 'CCC'. The outlook is negative. "The rating on PRWireless incorporates our view of its 'vulnerable' business risk, which reflects its lack of a sustainable competitive advantage, intense competition in a small and maturing wireless market, and the characteristically lower quality of the company's prepaid customer base," said Standard & Poor's credit analyst Rich Siderman. The negative outlook reflects the company's the challenge to rebuild the customer base after the 2012 Lifeline-related customer losses while facing four much stronger competitors and intensifying industry pricing pressure. Liquidity may not be sufficient if the company cannot sustain customer growth along with no material deterioration ARPU and churn leading to an EBITDA margin approaching 20%. A revision of the outlook to stable would require progress beyond the recent signs of operational stabilization. The company would need to achieve and maintain, within what S&P expects to be an increasingly competitive environment, high-single-digit percent annual subscriber growth, ARPU in the low to mid-$40 area, and churn of 5% or less. That would support improvement in the adjusted EBITDA margin to at least 30% (around 20% on a reported basis) and bolster liquidity and be consistent with a stable outlook. QUIZNOS: Lawyer Discusses Impact of Bankruptcy to Franchisees ------------------------------------------------------------- In an article for Blue Mau Mau, Washington D.C.-based franchisee attorney Mario Herman discuss the impact of Quiznos' Chapter 11 bankruptcy earlier this year to its franchisees. A full-text copy of the article is available at http://is.gd/WvGzVJ SEARS METHODIST: Two More Creditors Appointed to Committee ---------------------------------------------------------- The U.S. Trustee for Region 6 on July 9 appointed two more creditors of Sears Methodist Retirement System, Inc. to serve on the official committee of unsecured creditors. The unsecured creditors' committee is composed of: (1) Jennifer J. Young Resident of Meadow Lake 15811 Rolling Green Cove Tyler, TX 75703 Phone: (903) 525-9541 Cell: (314) 276-7323 Email: jenniferyoung@jenniferyoungmail.com (2) Sysco USAI Inc. Jim Beck Senior Director Credit Risk Department 1390 Enclave Parkway Houston, TX 77077 Phone: (281) 815-7320 Fax: (281) 584-2510 Email: Beck.james@corp.sysco.com (3) Select Medical Inc. Burdine Pucylowski V.P. of Business Development 4025 Tampa Road, Suite 1106 Oldsmar, FL 34677 Phone: (321) 480-7036 Fax: (717) 975-9891 Email: bpucylowski@selectmedical.com (4) Joel K. Nail Resident of Wesley Court 6525 Lincolnshire Way Abilene, TX 79606 Phone: 325-690-9724 Email: Joel.nail@yahoo.com (5) McKesson Medical Surgical Inc. Melanie Brewer Credit Manager 4345 Southpoint Blvd. Jacksonville, FL 32216 Phone: 904-332-3469 Fax: 904-332-3223 Email: mbrewer@pssd.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Sears Methodist As a leading Texas senior living icon established on Christian principles, Sears Methodist Retirement System Inc. provides secure, rewarding, and luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14- 32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. SIMPLEXITY LLC: Has Until Oct. 13 to Remove Lawsuits ---------------------------------------------------- U.S. Bankruptcy Judge Kevin Gross has given Simplexity, LLC until October 13 to file notices of removal of lawsuits to which the company is or may become party. The extension would give Simplexity an opportunity to make "more fully informed" decisions concerning the removal of any lawsuits, according to the company's lawyer, Justin Duda, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. 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. STHI HOLDINGS: Moody's Assigns B2 Rating on New Sr. Secured Debt ---------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to the proposed senior secured bank debt of STHI Holdings Corporation, the parent company of Sterigenics Holdings, Inc. (collectively, "Sterigenics"). Moody's also confirmed STHI's existing ratings including the B2 Corporate Family rating, the B2-PD Probability of Default Rating and the B2 rating on the senior secured notes due 2018. The confirmation of the ratings concludes the review for downgrade initiated on April 1, 2014. The rating outlook is negative. The company intends to use the proceeds from the new bank debt (comprised of a $75 million revolver and a $490 million term loan) to fund the acquisition of Nordion Inc., a provider and processor of radioactive isotopes for the global health science market. The total transaction is valued at approximately US$826 million and will be funded using a combination of new debt facilities and Nordion and Sterigenics cash on hand. The rating actions are as follows, subject to Moody's review of final documents: Rating assigned: First lien senior secured credit facilities -- B2, LGD3 Ratings confirmed: Corporate Family Rating of B2; Probability of Default Rating of B2-PD; and $475 million Senior Secured Notes due 2018, rated B2, LGD 3 Rating outlook: negative The confirmation of the CFR of B2 recognizes the strategic benefit of securing a longer-term supply for Cobalt-60, a radioactive isotope of limited supply sources that is used in Sterigenics' gamma radiation sterilization business, from Nordion which is Sterigenics' main existing primary supplier. In addition, the proforma financial leverage, estimated around 5.5x debt/EBITDA (or 5.0x including full synergy), is lower than initially anticipated due to the significant cash balance of roughly $388 million on Nordion's book upon closing that will help fund the transaction in lieu of debt. The confirmation of B2 also anticipates solid free cash flow generation in the range of $50-70 million over the next year, of which a significant portion will be used to pay down debt in anticipation of future earnings shortfalls from Nordion. The negative rating outlook, however, incorporates Moody's concern on the materially increased business risks from the acquisition. In Moody's opinion, Nordion's business profile is weak due to its comparatively weak operating margins, earnings volatility, customer concentration, potential environmental liability from handling radioactive/hazardous materials, high regulatory scrutiny and legal risks related to on-going internal investigations. For these reasons, Sterigenics could face significant integration risks as it seeks to assimilate Nordion. Further, Nordion's revenues and earnings are highly susceptible to volatility of some key raw materials which are in limited supply. For instance, one of the key risks in the future will arise from the disruption of supply of Molybdenum-99 (Mo-99), a reactor-based medical isotope. Nordion depends upon a nuclear reactor operated by Atomic Energy of Canada Ltd. (AECL) in Chalk River, Ontario, for the supply of the majority of its Mo-99. However, the Canadian government, which owns AECL, has stated that it intends to stop producing medical isotopes from the NRU reactor by 2016. Therefore, the company will face significant earnings headwinds in 2015 and beyond if it can not secure alternate supply source and substitute technology in the near term. Rating Rationale The B2 Corporate Family rating is constrained by modest scale, business concentration in sterilization contracting service and medical isotopes processing, and significant supplier and customer concentration. The acquisition of Nordion will increase business risk for Sterigenics in part due to Nordion's vulnerability to supply-chain disruptions. Nordion faces earnings erosion over the next 12-18 months due to supply disruption of Moly-99. At the same time, Moody's expects that around two-thirds of the combined company's gross profit will be generated by the legacy Sterigenics' sterilization business, which is likely to remain stable and help buffer earnings volatility. Due to anticipated EBITDA contraction, Moody's expects leverage will remain high in the range of 5.0x-6.0x debt/EBITDA over the next 12-18 months, a high level given the company's increased business risk post acquisition. The rating also reflects the potential for event risk associated with the highly sensitive nature of the company's raw materials, including radioactive isotopes and toxic gases. The B2 rating is supported by Sterigenics' leading position in the contract sterilization market and Nordion's strong market presence and long operating experience and expertise in processing medical isotopes. Both industries have high barriers to entry and customer switching costs, leading to relatively stable market shares and long-term relationships with customers, barring customer losses due to supply uncertainty. Sterigenics' focus on medical device and food safety markets also supports the rating as these markets are less sensitive and cyclical in economic downturns. The B2 rating also reflects Moody's expectation for good liquidity, and the potential for tuck-in acquisitions. Negative rating pressure would develop if the company experiences a material reduction of volumes from a significant customer or a material adverse event related to litigation or business disruption. In addition, Moody's could downgrade the ratings if debt/EBITDA is sustained above 5.0 times over a protracted period. Any significant deterioration in liquidity or challenges in integrating acquisition could also trigger a downgrade. Given the small absolute size, high leverage and inherent business risks, an upgrade is unlikely in the near term. If the company successfully integrates Nordion, and demonstrate a commitment to more conservative financial policies such that debt/EBITDA is sustained below 4.0 times, ratings could be upgraded. STHI Holding Corporation, the parent company of Sterigenics Holdings Inc., (collectively, "Sterigenics"), headquartered in Oak Brook, IL, is a provider of contract sterilization and ionization services for medical devices, food safety, and advanced materials applications. Sterigenics is owned by GTCR, a Chicago based private equity firm. Headquartered in Ottawa, Nordion is a leading supplier of radioactive isotope products and services used for the prevention, diagnosis and treatment of disease. Combined, Sterigenics generated total revenue of $552 million in 2013. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. TECHPRECISION CORP: Inks Separation Pact with Former Unit Pres. --------------------------------------------------------------- TechPrecision Corporation, on July 14, entered into a Separation, Severance and Release Agreement with Bob Francis, who served as president and general manager of Ranor, Inc., a wholly owned subsidiary of the Company until June 23, 2014. The Separation Agreement amends Mr. Francis' existing employment agreement, dated Jan. 27, 2012, by and between Ranor and Mr. Francis. Pursuant to the Separation Agreement, effective as of June 23, 2014, Mr. Francis will provide transition services as a consultant to the Company and the Company will pay Mr. Francis an amount equal to $19,166 on a monthly basis for three months. Mr. Francis' other benefits, including health and medical benefits, under the Employment Agreement will not be continued past June 23, 2014. In addition to the compensation arrangements, the Separation Agreement contains customary provisions relating to confidentiality, non-competition, and non-disparagement and includes provisions for a general release of claims. About TechPrecision TechPrecision Corporation (OTC BB: TPCSE), through its wholly owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical Components Co., Ltd., globally manufactures large-scale, metal fabricated and machined precision components and equipment. TechPrecision reported a net loss of $7.09 million on $21.06 million of net sales for the year ended March 31, 2014, as compared with a net loss of $2.41 million on $32.47 million of net sales for the year ended March 31, 2013. The Company's balance sheet at March 31, 2014, showed $16.97 million in total assets, $13.44 million in total liabilities and $3.53 million in total stockholders' equity. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company was not in compliance with the fixed charges and interest coverage financial covenants under their credit facility, and the Bank has not agreed to waive the non-compliance with the covenants. Since the Company is in default, the Bank has the right to accelerate payment of the debt in full upon 60 days written notice. The Company has suffered recurring losses from operations, and the Company's liquidity may not be sufficient to meet its debt service requirements as they come due over the next twelve months. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. TRIPLANET PARTNERS: Balks at Creditor's Dismissal Bid ----------------------------------------------------- Creditor Benjamin Roberts has requested that Honorable Robert D. Drain of the Bankruptcy Court for the Southern District of New York dismiss Triplanet Partners, LLC's Chapter 11 case, or alternatively, grant him relief from the automatic stay. The Debtor has filed an objection to Roberts' request. Prior to filing its Chapter 11 petition, the Debtor and its management team were named as defendants in a civil case filed by Roberts in Connecticut State Court. Roberts contends that the Debtor has violated the state wage statute, committed fraud, breached fiduciary duties, and converted assets of nearly $9 million. Roberts obtained a Prejudgment Attachment Order against the Debtor and its managers, and attempted to seize the Debtor's assets. The Debtor then filed its Chapter 11 Petition in an attempt to reorganize its business and pay all creditors their proportional shares of the Debtor's estate. The Debtor intends to name a Chief Restructuring Officer to act as its principle decision-maker in its reorganization efforts. Roberts has opposed the CRO appointment. While Roberts contends that this case is a two-party dispute and that he is the primary creditor, in actuality the Debtor has fifteen creditors who hold more than $32 million in claims against the Debtor. The Debtor argues that contrary to Roberts' assertions, it did not file its Chapter 11 case in bad faith, and as a means to re- litigate the state court action. The Debtor filed its petition so that it could attempt to reorganize before Roberts could marshall all of its assets. Additionally, the Debtor argues it is not improperly utilizing Chapter 11. It is, in fact, using Chapter 11 legitimately in an attempt to reorganize and pay its just debts. The Debtor points out that the burden is on Roberts to prove bad faith on the part of the Debtor, and he has failed to do so. Roberts is represented by Brendan J. O'Rourke, Esq. and Lorey Rivas Leddy, Esq. at O'Rouke & Associates LLC of New Canaan, CT and Irve J. Goldman, Esq. at Pullman & Combley LLC of Bridgeport, CT. The Debtor is represented by A. Mitchell Greene, Esq. at Robinson, Brog, Leinwand, Greene, Genovese and Gluck of New York, NY. A hearing on the dispute was scheduled for July 2nd in White Plains, NY. About Triplanet Partners LLC Triplanet Partners LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 14-22643) on May 8, 2014. Sophien Bennaceur signed the petition as manager. The Debtor disclosed $19,946,560 in assets and $33,663,525 in liabilities. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the Debtor's counsel. Judge Robert D. Drain oversees the case. VERSO PAPER: Debt Exchange Doubt Jeopardizes Newpage Merger ----------------------------------------------------------- Jamie Mason, writing for The Deal, reported that Verso Paper Corp. is hoping that the third time is the charm for completion of a new sweetened debt exchange offer tied to its $1.4 billion merger with rival NewPage Holdings Inc., but sources with knowledge of the situation are not as optimistic. According to the report, the Apollo Global Management LLC-backed paper producer, based in Memphis, said that it has received support from the holders of $286.9 million in 8.75% second-lien senior secured notes due Feb. 1, 2019, and $17.7 million of its 11.375% senior subordinated notes due Aug. 1, 2016, for the new exchange offer, by the early tender deadline. The exchange offer expires on July 30, the report related. The company owes $396 million on the second-lien notes and $142.5 million on the senior subordinated notes, meaning that so far it has 72.4% and 12.4% participation, respectively, falling short of the 75% requirement for each group to complete the exchange, the report noted. * * * The Troubled Company Reporter, on July 10, 2014, reported that Standard & Poor's Ratings Services lowered its corporate credit rating on Memphis, Tenn.-based Verso Paper Holdings LLC to 'CC' from 'CCC'. The outlook is negative. Moody's Investors Service, in June 2014, downgraded Verso Paper'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. VIKING CRUISES: S&P Affirms 'B+' CCR & Revises Outlook to Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Viking Cruises Ltd. and revised the rating outlook to stable from negative. At the same time, S&P affirmed its 'B+' issue-level rating on Viking's increased aggregate senior unsecured 8.5% notes due 2022, including the proposed add-on (the amount of which is subject to change depending on market pricing), and S&P revised the recovery rating on the notes to '4' from '3'. The '4' recovery rating on the senior notes indicates S&P's expectations for average (30% to 50%) recovery for lenders in the event of a payment default. "While we have increased our estimate of Viking's enterprise value due to the company's significant planned fleet expansion, the greater amount of secured borrowings to fund multiple future longship deliveries and the proposed senior notes add-on result in lower recovery prospects for the senior notes," said Standard & Poor's credit analyst Shivani Sood. The outlook revision to stable from negative reflects Standard & Poor's expectation for strong EBITDA growth through 2015, primarily from successful absorption of significant new longship capacity, as well as S&P's belief that a future debt-financed dividend is unlikely over the next few years. VISUALANT INC: Borrows $300,000 From CEO ---------------------------------------- Visualant, Inc., on July 17, 2014, entered into a Demand Promissory Note for $300,000 with Mr. Ronald Erickson, the Company's chief executive officer and entities in which Mr. Erickson has a beneficial interest. The July 17 Note provides for interest of 3 percent per annum and is due Sept. 30, 2014. The Note provides for a second lien on company assets if not repaid by Sept. 30, 2014, or converted into convertible debentures or equity on terms acceptable to the Holder. The Company has borrowed $275,000 under this Note as of July 17, 2014. On July 17, 2014, the Company entered into an Amendment to Demand Promissory Note dated March 31, 2014, with Mr. Erickson and entities in which Mr. Erickson has a beneficial interest. The Amendment to Demand Promissory Note for $300,000 extended the due date of this from June 30, 2014, to Sept. 30, 2014. The Note provides for interest of 3% per annum and provides for a second lien on company assets if not repaid by Sept. 30, 2014, or converted into convertible debentures or equity on terms acceptable to the Holder. On July 17, 2014, the Company entered into an Amendment 2 to the Demand Promissory Note dated Jan. 10, 2014, and as Amended on March 31, 2014, with Mr. Erickson and entities in which Mr. Erickson has a beneficial interest. The Amendment 2 to the Demand Promissory Note for $200,000 extended the due date from June 30, 2014, to Sept. 30, 2014. The Note provides for interest of 3% per annum and provides for a second lien on company assets if not repaid by Sept. 30, 2014, or converted into convertible debentures or equity on terms acceptable to the Holder. About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant incurred a net loss of $6.60 million for the year ended Sept. 30, 2013, as compared with a net loss of $2.72 million for the year ended Sept. 30, 2012. As of March 31, 2014, the Company had $3.48 million in total assets, $8.76 million in total liabilities, $69,604 in noncontrolling interest and a $5.34 million total stockholders' deficit. PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. WAFER BIO-SYSTEMS: Appoints Ivan Trifunovich as Board Chairman -------------------------------------------------------------- WaferGen Bio-systems, Inc., disclosed that its Board of Directors has appointed Ivan Trifunovich, the company's president and chief executive officer, as Chairman of the Board. Joel Kanter, a director of the company since 2007, will serve as lead independent director. Alnoor Shivji, the company's Chairman since 2002, resigned from the board to focus full time on a new startup venture. "I would like to thank Alnoor for his service to WaferGen while it grew from a start-up to a public company with commercially viable products. Speaking for the whole Board, I wish him success in his future endeavors," commented Ivan Trifunovich, president and chief executive officer. Effective July 17, 2014, the Investors affiliated with Great Point Partners, LLC, party to the Exchange Agreement with WaferGen Bio- systems, Inc., dated as of Aug. 27, 2013, executed a waiver letter pursuant to which those Investors unconditionally, permanently and irrevocably waived their rights under the Exchange Agreement to designate two individuals to serve on the Company's board of directors. Form S-1 Prospectus Amendment WaferGen Bio-Systems amended its registration statement relating to the offering of $20,000,000 of units, each unit consisting of one share of common stock and a warrant to purchase [*] shares of the Company's common stock at a public offering price of $[*] per unit. Each warrant entitles its holder to purchase one share of common stock at an exercise price of $[*]. The unit, share and warrant numbers, and the related prices, reflect a one-for-ten (1- for-10) reverse stock split which occurred on June 30, 2014. The underwriters have the option to purchase up to (i) [*] additional shares of common stock, or (ii) additional warrants to purchase up to [*] additional shares of common stock solely to cover over-allotments, if any, at the price to the public less the underwriting discounts and commissions. The over-allotment option may be used to purchase shares of common stock, or warrants, or any combination thereof, as determined by the underwriters, but those purchases cannot exceed an aggregate of 15% of the number of shares of common stock and warrants sold in the primary offering. The Company's common stock is currently traded on the OTCQB under the symbol "WGBSD." The added "D" remains for 20 business days following the one-for-ten (1-for-10) reverse stock split which occurred on June 30, 2014, following which the Company's trading symbol will revert back to "WGBS." On July 16, 2014, the closing price of the Company's common stock was $25.00 per share. The Company has applied for listing of its common stock on the Nasdaq Capital Market under the symbol "WGBS," which listing the Company expects to occur upon consummation of this offering. A full-text copy of the preliminary prospectus is available for free at http://is.gd/DXXZoH About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen reported a net loss attributable to common stockholders of $17.71 million in 2013, following a net loss attributable to common stockholders of $8.97 million in 2012. The Company's balance sheet at March 31, 2014, showed $11.75 million in total assets, $9.33 million in total liabilities and $2.42 million in total stockholders' equity. SingerLewak LLP, in San Jose, California, issued a "going concern" qualification on the consoliated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred operating losses and negative cash flows from operating activities since inception which raise substantial doubt about the Company's ability to continue as a going concern. WEX INC: S&P Lowers ICR to 'BB-' on Higher Leverage --------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term issuer credit rating on South Portland, Maine-based WEX Inc. to 'BB-' from 'BB'. S&P also removed the rating from CreditWatch, where it placed it with negative implications on June 17, 2014. The outlook is stable. At the same time, S&P lowered its ratings on the company's senior secured and senior unsecured notes to 'BB-' from 'BB' and removed the ratings from CreditWatch negative. The rating actions follow WEX's announcement that it has acquired Evolution1, a payments solution provider in the health care industry, for approximately $532.5 million. The company financed the acquisition with a combination of cash and borrowings under its $700 million revolving credit facility. "Although we have incorporated WEX's propensity for making debt- financed acquisitions into our assessment, the Evolution1 acquisition is larger than we had expected," said Standard & Poor's credit analyst Igor Koyfman. "It also follows the company's previously announced plans to acquire the assets of ExxonMobil's European commercial fuel card program, Esso Card, through a majority-owned joint venture." That transaction is expected to close in fourth-quarter 2014 or first-quarter 2015. S&P expects WEX's leverage, as measured by debt to EBITDA, to rise to 3.5x-4.0x as a result of the Evolution1 and Esso Card acquisitions from 2.0x in the most recent quarter and at the end of 2013. (S&P excludes bank deposits, but include securitizations in our calculation of debt.) Positively, the acquisitions will provide further product mix and geographic diversification. However, the integration and future realization of synergies will present operational and financial risks. "The stable outlook reflects our expectation that WEX will maintain its strong operating performance and successfully integrate Evolution1, as well as maintain leverage of 3.0x-4.0x over the next year," said Mr. Koyfman. S&P could raise the rating if we expect debt to EBITDA to fall below 3.0x and remain there. A higher rating would also depend on the company's ability to successfully integrate its acquisitions and maintain strong profit margins. S&P may lower the rating if it expects the company's leverage to rise above 4.0x as a result of a deterioration in EBITDA or a significant rise in debt. XZERES CORP: Reports 12.4% Equity Stake --------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Ravago Holdings America Inc. disclosed that as of Dec. 17, 2013, it beneficially owned 5,370,560 shares of common stock of Xzeres Corp. representing 12.38 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at http://is.gd/r42p7M 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 reported a net loss of $9.49 million for the year ended Feb. 28, 2014, as compared with a net loss of $7.59 million for the year ended Feb. 28, 2013. The Company's balance sheet at May 31, 2014, showed $6.80 million in total assets, $14.43 million in total liabilities and a $7.63 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. 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. YSC INC: Files Second Amended Disclosure Statement -------------------------------------------------- YSC Inc. has filed a second amended disclosure statement in support of its reorganization plan dated June 27, 2014, with the Bankruptcy Court for the Western District of Washington. The Debtor has received a purchase and sale agreement for the Comfort Inn in Federal Way, Wash., and has based its plan around sale of that property and continued operations of the Ramada Inn. Chan and Sang Yim, the owners, have also filed a personal bankruptcy and will file a congruent plan of reorganization in that case. Through these plans Debtor and the Yims believe they can propose a feasible structure to repay creditors. Under the Plan, only the Class 1 claims are unimpaired. The Debtor's Comfort Inn is subject to a purchase and sale agreement for $7,500,000 and may receive additional offers from other potential buyers. The Debtor has filed a separate motion to approve the sale of its personal property wherein the court may approve the highest and best purchase and sale agreement. In the interim, the Debtor will continue to operate the Comfort Inn and make payments from the revenue until the sale closes. The Debtor will also continue to operate the Ramada Inn throughout the period of the plan, and will fund the plan from the revenue until the Ramada Inn is sold or refinanced. The classification and treatment of claims under the plan are: A. Class 1 (Administrative Claims) which is unimpaired and will be paid on the effective date of the plan or through its pro-rata share with Class Twelve of the initial plan payments of $2,000 per month until the allowed claims are paid in full. B. Class Two (Wilshire Bank) holds the third deed of trust on the Comfort Inn property and is owed $2,866,067 as of the petition date. Contractual monthly payments to Classes 2 will continue until the Comfort Inn sale closes, at which point the Class 2's allowed claims for liens on the Comfort Inn will be paid in full from the sale proceeds. C. Class 3 (U.S. Small Business Administration) holds the second deed of trust on the Comfort Inn property and owed is owed $1,530,000. Contractual monthly payments to Classes 3 shall continue until the Comfort Inn sale closes, at which point the Class 3's allowed claims for its liens on the Comfort Inn will be paid in full from the sale proceeds. D. Class 4 (Whidbey Island Bank) holds the third deed of trust on the Comfort Inn property is owed $13,261,564.20. The Debtor estimates that Class Four will receive approximately $1,761,420.24 and will pay the remaining balance of $11,500,143.96 on a 30-year amortization at 6.25% interest, which results in monthly payments of $70,808.36, over 5 years from the operating revenue of the Ramada Inn. In addition, the Debtor will review its receipts on a yearly basis and will pay over to Whidbey Island Bank funds received and deposited into its bank account in excess of $200,000. E. Class 5 (King County) will be paid from the sale proceeds. F. Class 6 (Thurston County) is owed pre-petition personal property taxes of $2,537.07 and will be paid as due. G. Class 7 (Thurston County) is owed $277,101.99 in real estate tax arrears. Class 7 will be paid as they come due. The tax lien will be paid through monthly payments of $7,500, which is estimated to result in full repayment within five years of the petition date. G. Class 8 (Great American Financial Services Corporation) is owed $8,405.20 per the proof of claim filed and will continue to receive monthly payments pursuant to contract as they come due. H. Class 9 (Persona) is owed approximately $18,424 and will continue to receive monthly payments pursuant to contract as they come due. I. Class 10 (Marlin Business Bank) is owed $6,493.42 as of the petition date and will continue to receive monthly payments pursuant to contract as they come due. J. Class 11 (Wyndham/Ramada Worldwide Inc.) is owed approximately $92,633.90 in arrears. The Debtor will pay the ongoing franchise license fee to Class 10 as it becomes due each month pursuant to contract, and will pay an additional $10,000 by September 1st of each year on the past-due amount until Class 11 is brought current. K. Class 12 (Choice Hotels International, Inc.) filed a proof of claim based on potential liquidated damages if the contract is rejected, not an actual balance owing. The Debtor will pay its monthly franchise fees as due pursuant to the franchise agreement until the Comfort Inn is sold. Upon sale, any outstanding franchise fees incurred for the month in which sale occurs will be paid at closing. L. Class 13 (US Foods, Inc.) is owed $102.71 as a general, non- priority claim. The creditor will be paid in full through its pro-rata share of the monthly plan payments of $2,000, to be shared with Class One's allowed claims M. Class 14 (General unsecured creditors) are owed $506,560.52 and will receive full payment without interest. Class 14 will receive the monthly plan payment of $2,000 following full payment to Classes 1, 6 and 13. The payments will be distributed on a pro-rata basis amongst allowed Class 14 claims. If the Ramada Inn is sold, the remaining balances owed to allowed Class 14 claimholders will be paid in full from the sale proceeds. If a refinance occurs, the Debtor will continue making monthly payments of $2,000 until Class 14 is paid in full. N. Class 15 consists of the equity interests of Sang Il Yim and Chan Sook Yim and will retain their interest in the Debtor. The Yims will not receive a distribution from the sale proceeds of the Comfort Inn and would only receive a distribution from the sale of the Ramada Inn after Classes 1 through 14 are paid. If the Ramada Inn is sold, any remaining balances owing to Classes 8, 9 and 10 will be paid from the sale proceeds. If a refinance occurs, the Debtor will continue making payment to Classes 8, 9, and 10 pursuant to contract. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/YSCINC_116_2ds.pdf About YSC Inc. YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a Ramada Inn in Olympia, Washington, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013, in Seattle. The owner listed the hotels as worth $17.9 million. Total debt is $18.5 million, including $18 million in secured debt. Among mortgage holders, Whidbey Island Bank is owed $13.3 million. Bankruptcy Judge Marc L. Barreca presides over the case. Wells and Jarvis, P.S., serves as YSC's counsel. Scott Hutchison, Esq., represents Whidbey Island Bank. YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal Chapter 11 bankruptcy (Case No. 14-10897). * Republicans Take Issue With Big Bank Living Wills --------------------------------------------------- Ronald Orol, writing for The Deal, reported that top Republicans at three U.S. federal agencies took issue with the way bank regulators have been handling so-called living wills, which are the plans that large financial institutions must set up as guides to explain how they would dismantle themselves if they failed. According to the report, lawmakers and regulators initially sought the wills as part of an effort to force financial institutions to structure themselves in a way that would limit the kind of collateral damage the global markets felt after Lehman Bros. filed for Chapter 11 bankruptcy in 2008. Large financial institutions are required to submit their plans to the Federal Reserve and Federal Deposit Insurance Corp., and so far, the biggest banks have submitted three sets of wills, including public and confidential sections, the report related. * Mike Wyse Joins Donlin, Recano & Company as Executive Director ---------------------------------------------------------------- Donlin, Recano & Company, Inc., an affiliate of American Stock Transfer & Trust Company, LLC (AST), on July 17 disclosed that Mike Wyse has joined the firm as Executive Director. Mr. Wyse will be based in Donlin Recano's headquarters in New York and will oversee new business development initiatives for the company. "I am honored to be part of such an esteemed team of professionals," noted Mr. Wyse. "I look forward to playing a major role in the continued growth of this dynamic brand known for its commitment to quality and superior client experience." With nearly 15 years of business experience specializing in turnarounds and restructurings, Mr. Wyse has vast knowledge in all facets of the bankruptcy, business analytics and valuation processes across various industries. Prior to assuming his role with Donlin Recano, Mr. Wyse worked at Zolfo Cooper and most recently at Great American Group where he developed comprehensive solutions to support clients with complex situations. He has represented numerous clients throughout the years and assisted in some of the most successful bankruptcy cases. Mr. Wyse is a Certified Insolvency & Restructuring Advisor and a member of the Association of Insolvency and Restructuring Advisors, the Turnaround Management Association, American Bankruptcy Institute, Association for Corporate Growth and the New York Institute of Credit. "It is with great pleasure that I welcome Mike to our team," commented Alexander Leventhal, CEO of Donlin Recano. "He shares our core values and is an ideal fit as we continue to grow our business." About Donlin, Recano & Company, Inc. Founded in 1989, Donlin, Recano & Company is a bankruptcy administration company that has served over 200 national clients across a broad range of industries and business sectors. Working with counsel, turnaround advisors and the affected company, Donlin Recano helps organize and guide Chapter 11 clients through required bankruptcy tasks, including provision of creditor notification, website-accessible information, formation of professional call centers, management of claims, balloting, distribution and other administrative services. About AST AST and its affiliates in the Link Group network are providers of registry services and technology to financial market participants around the globe. AST and its affiliate, CST Trust Company (CST), form the North American division of the Link Group. Together AST and CST provide comprehensive stock transfer and employee plan services to more than 8,000 public issues and over 5.5 million shareholders. The division serves clients located throughout North America and in over 22 foreign countries, ranging in size from initial public offerings to Fortune 100 companies. * BOND PRICING: For the Week From July 14 to 18, 2014 ----------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- Advanta Capital Trust I ADVNA 8.99 6 12/17/2026 Alion Science & Technology Corp ALISCI 10.25 75.341 2/1/2015 Allen Systems Group Inc ALLSYS 10.5 50.375 11/15/2016 Allen Systems Group Inc ALLSYS 10.5 52.5 11/15/2016 Brookstone Co Inc BKST 13 38.25 10/15/2014 Brookstone Co Inc BKST 13 45 10/15/2014 Brookstone Co Inc BKST 13 38.125 10/15/2014 Buffalo Thunder Development Authority BUFLO 9.375 41.5 12/15/2014 Caesars Entertainment Operating Co Inc CZR 10 34.4 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.75 66.274 2/1/2016 Caesars Entertainment Operating Co Inc CZR 12.75 40.5 4/15/2018 Caesars Entertainment Operating Co Inc CZR 10 38.5 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10 35.5 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10 38.625 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10 38.625 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10 35.5 12/15/2018 Champion Enterprises Inc CHB 2.75 0.25 11/1/2037 Endeavour International Corp END 5.5 47.5 7/15/2016 Energy Conversion Devices Inc ENER 3 0.125 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 1 1/30/2037 Energy Future Holdings Corp TXU 5.55 78 11/15/2014 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10 10 12/1/2020 FairPoint Communications Inc/Old FRP 13.125 1 4/2/2018 Global Geophysical Services Inc GGS 10.5 48.25 5/1/2017 Global Geophysical Services Inc GGS 10.5 33.75 5/1/2017 James River Coal Co JRCC 7.875 12.5 4/1/2019 James River Coal Co JRCC 10 6.75 6/1/2018 James River Coal Co JRCC 4.5 7 12/1/2015 James River Coal Co JRCC 10 11 6/1/2018 James River Coal Co JRCC 3.125 1.875 3/15/2018 LBI Media Inc LBIMED 8.5 30 8/1/2017 Las Vegas Monorail Co LASVMC 5.5 10 7/15/2019 Lehman Brothers Inc LEH 7.5 13.5 8/1/2026 MF Global Holdings Ltd MF 6.25 45.5 8/8/2016 MF Global Holdings Ltd MF 1.875 44.5 2/1/2016 MModal Inc MODL 10.75 10.375 8/15/2020 MModal Inc MODL 10.75 10.125 8/15/2020 Momentive Performance Materials Inc MOMENT 11.5 30 12/1/2016 Motors Liquidation Co MTLQQ 7.2 11.25 1/15/2011 Motors Liquidation Co MTLQQ 6.75 11.25 5/1/2028 Motors Liquidation Co MTLQQ 7.375 11.25 5/23/2048 NII Capital Corp NIHD 10 29.75 8/15/2016 OnCure Holdings Inc RTSX 11.75 48.875 5/15/2017 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Pulse Electronics Corp PULS 7 75.22 12/15/2014 TMST Inc THMR 8 13 5/15/2013 Terrestar Networks Inc TSTR 6.5 10 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 15.25 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 15.25 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.5 12 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 15.25 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.5 14.625 11/1/2016 Tunica-Biloxi Gaming Authority PAGON 9 60.75 11/15/2015 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 51.45 8/1/2016 WCI Finance LLC / WEA Finance LLC WDCAU 5.7 112.633 10/1/2016 WEA Finance LLC / WT Finance Aust Pty Ltd WDCAU 6.75 124.538 9/2/2019 WEA Finance LLC / WT Finance Aust Pty Ltd WDCAU 6.75 121.337 9/2/2019 WEA Finance LLC / WT Finance Aust Pty Ltd WDCAU 5.75 105.341 9/2/2015 Western Express Inc WSTEXP 12.5 82.25 4/15/2015 Western Express Inc WSTEXP 12.5 81 4/15/2015 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2014. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***