/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140901.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, September 1, 2014, Vol. 18, No. 243 Headlines 21ST CENTURY ONCOLOGY: Doubts 'Going Concern' Status AGFEED USA: Former CFO, Security Holder Object to Plan AGFEED USA: Reasons Out Purchase Price Has Limited Adjustment AMERICAN AIRLINES: Settles Dispute with Orbitz AMERICAN AIRLINES: "Mehraz" Discrimination Suit Dismissed AMERICAN APPAREL: Lion/Hollywood Reports 12% Equity Stake AMERICAN AXLE: Fitch Raises 'BB-' Issuer Default Rating AMSTERDAM HOUSE: Can Employ KCC as Claims & Noticing Agent AS SEEN ON TV: Amends Employment Agreement With COO & President AUTOMATED BUSINESS: Sept. 17 Hearing on Adequacy of Plan Outline AUXILIUM PHARMACEUTICALS: To Present CCH Data at ASSH Meeting BAPTIST HOME: Gets OK to Enter into Finance Deal with US Premium BAPTIST HOME: Requests Approval of $756,250 Break-Up Fee BAY AREA FINANCIAL: Hires Gary Cuoco as Property Agent BERNARD L. MADOFF: Trustee Wants to Replead Complaints BROWNSVILLE MD: WF Stay Termination Extended Until Sept. 27 BUCCANEER ENERGY: Committee Balks at Carve out Terms of Cash Use BUCCANEER ENERGY: Committee Balks at Meridian-Led Sale BUFFET PARTNERS: San151 and Rupe Reach Deals on Assumption C-MOTECH CO: Court Overrules Franklin's Objection to Case Venue C&K MARKET: Authorized to Sell Sentry Arms Apartments for $780K CAESARS ENTERTAINMENT: Bank Debt Due April 2021 Trades at 3% Off CAESARS ENTERTAINMENT: Bank Debt Due March 2021 Trades at 4% Off CAPITAL AUTOMOTIVE: Moody's Affirms 'Ba3' Corporate Family Rating CAPITAL AUTOMOTIVE: S&P Affirms 'B+' CCR Over Planned Sale CARBIDE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors CAVU/ROCK PROPERTIES: Gold Star's Lien Not Valid, Court Says CENTRAL OKLAHOMA: US Trustee Wants More Info on Proposed Counsel CENTRAL OKLAHOMA: Files List of 20 Largest Unsecured Creditors CENTRAL OKLAHOMA: Files Schedules of Assets and Liabilities CLAIRE'S STORES: Incurs $20 Million Net Loss in Second Quarter CLEAREDGE POWER: U.S. Trustee Appoints Creditors' Committee CLOUDEEVA INC: Meeting of Creditors Set for Thursday CLUB AT SHENANDOAH: Gets Approval to Sell Assets to Kort & Scott CLOUDEEVA INC: BAPL Balks at Factoring Agreement with Prestige CLOUDEEVA INC: Bartronics Asia Wants Chapter 11 Trustee COLDWATER CREEK: Has Until Nov. 10 to File Plan COLOR STARGROWERS: Regions Bank Withdraws Bid for Stay Relief COPYTELE INC: To Change Company Name to ITUS Corporation CROWN POLYMERS: Case Summary & 20 Largest Unsecured Creditors CRUMBS BAKE SHOP: Can Employ Prime Clerk as Claims Agent CTI BIOPHARMA: Had $5MM Estimated Net Fin'l Standing at July 31 CUMULUS MEDIA: S&P Revises Outlook to Stable & Affirms 'B' CCR DAYBREAK OIL: Borrows Additional $2.2 Million From Maximilian DETROIT, MI: Judge Threatens Kirkland, Syncora with Sanctions DOTS LLC: Court Vacates Order Approving Togut Segal ENERGY FUTURE: Fee Committee Hires Godfrey & Kahn as Counsel EP MINERALS: Amended Debt No Impact on Moody's 'B3' CFR EVENT RENTALS: Ch. 11 Liquidation Plan Confirmed FCC HOLDINGS: Meeting to Form Creditors' Panel Set for Sept. 5 FCC HOLDINGS: Proposes KCC as Claims and Notice Agent FCC HOLDINGS: Gives Up Maricopa County Property to Receiver FCC HOLDINGS: To Credit Excess Funds to Students' Accounts FIAT CHRYSLER: Path Cleared for Merger, To List in NYSE FLEXI-VAN LEASING: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR FOCUS LEARNING: Fitch Affirms 'BB+' Rating on $9.39MM Rev. Bonds FOUR OAKS FINCORP: Amended Articles of Incorporation Filed FRITZ SCHIFFAHRTSGES: Administrator Files Ch.15 to Retake Vessel FRITZ SCHIFFAHRTSGES: Chapter 15 Case Summary FUEL PERFORMANCE: Raised $1 Million From Securities Offering GEOMET INC: Names Michael McGovern President and CEO GLENDALE ENERGY: Case Summary & 7 Largest Unsecured Creditors GLOBALSTAR INC: Promotes Rebecca Clary to VP and CFO GRATON ECONOMIC: Moody's Hikes Corporate Family Rating to 'B2' GREAT PLAINS: RBS Citizens Reports Default in Settlement Agreement GRIDWAY ENERGY: Plan Filing Exclusivity Extended to Oct. 7 HANGER INC: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR HDOS ENTERPRISES: Sale Okayed; Plan Hearing Set for Oct. 3 HOCHHEIM PRAIRIE: S&P Lowers ICR to 'B+'; Outlook Negative HOLY HILL: Chapter 11 Trustee Hires Arent Fox as General Counsel HOLY HILL: Chapter 11 Trustee Taps Wilshire Partners as Accountant INDUSTRIAL ENTERPRISES: Discovery Stayed in Suit v. Computershare INTELLIPHARMACEUTICS INT'L: Augments Rexista Oxycodone Program J. R. BALL CONTRACTING: Case Summary & 20 Top Unsecured Creditors JACKSONVILLE BANCORP: Appoints Hugh Greene as Director JACOBSEN RUGS: Case Summary & 18 Largest Unsecured Creditors KONSTANTIN KUPFER: Sec. 502(b)(6) Cap Doesn't Apply to Atty Fees LAKELAND INDUSTRIES: Multiplica to Help Unit Secure Financing LEAR CORP: Everett Smith Deal No Impact on Moody's 'Ba2' CFR LIQUIDMETAL TECHNOLOGIES: Registers to Sell 75 Million Shares LOUDOUN HEIGHTS: Opposes Bid to Revisit M&T Settlement Ruling M P HOLDINGS: Voluntary Chapter 11 Case Summary MAHALO ENERGY: Court Rejects Bid for Sanctions Against Trustee MARTIN PEMSTEIN: District Court Appeal Tossed MAXIM CRANE: Moody's Corrects Aug. 25 Ratings Release METRORIVERSIDE LLC: Macdonald Fernandez Approved as Counsel MF GLOBAL: District Court Reinstates "Thielman" Class Action MINERAL PARK: Arizona Mine Operator in Chapter 11 to Sell Biz MINERAL PARK: Cash Collateral to Fund Mining Operations MINERAL PARK: Taps Prime Clerk as Claims & Noticing Agent MINERAL PARK: To Pay $2-Mil. for Critical Vendor Claims MINERAL PARK: Meeting to Form Creditors' Panel Set for Sept. 9 MINERAL PARK: Section 341(a) Meeting Scheduled for Sept. 23 MOHEGAN TRIBAL: Moody's Affirms B3 CFR & Changes Outlook to Neg. MOMENTIVE PERFORMANCE: Confirmation Hearing to Resume Sept. 9 MUSCLEPHARM CORP: Five Directors Elected to Board NATROL INC: Wants to Hire BDO USA as Auditor NAVISTAR INTERNATIONAL: To Webcast Q3 Results on Sept. 3 NEW BERN RIVERFRONT: Weaver Claim Against WSI Tossed NEWLEAD HOLDINGS: Morris Bawabeh Reports 3% Equity Stake PACIFIC THOMAS: Gets Approval to Sell Facility to Comcore PACKAGING DYNAMICS: S&P Revises Outlook to Neg. & Affirms 'B' CCR PALM BEACH COMMUNITY: Pierce-Led Auction for Palm Beach Asset Set PETTERS COMPANY: Trustee Gets Approval of Agreement With Zink PGT INC: Moody's Assigns B2 CFR & Rates $200MM Sr. Sec. Debt B2 PHOENIX PAYMENT: U.S. Trustee Appoints Creditors' Committee PHOENIX PAYMENT: U.S. Trustee to Hold Creditors' Meeting Sept. 4 PLATINUM PROPERTIES: Hearing Wednesday on Liquidating Plan PLUG POWER: ALIAD Reports 3.3% Equity Stake PRO'S RANCH: Renamed to Los Altos Ranch Market by New Owner QUICKSILVER RESOURCES: Provides Update on West Texas Operations REVEL AC: Wins Nod to Hire Fox Rothschild as Legal Counsel REVEL AC: Has Interim OK to Tap $25-Mil. in DIP Loans ROGERS BANCSHARES: To Revise Releases Under Liquidating Plan S.B. RESTAURANT: Gets Final Approval to Borrow $3.3 Million SAMUEL MARTINEZ: Court Won't Revisit Ruling Against Scotiabank SEAFIELD RESOURCES: RMB to Enforce Security Under BIA SEARS METHODIST: Gets Approval to Maintain Insurance Policies SEARS METHODIST: U.S. Trustee to Appoint Patient Care Ombudsman SEARS METHODIST: SCRC Has Until Dec. 31 to Use Cash Collateral SEARS METHODIST: STMRC Gets Approval to Use UMB's Cash Collateral SEAWORLD PARKS: Bank Debt Trades at 2% Off SHELBOURNE NORTH WATER: Perkins+Will Drops Bid to Dismiss Case SHOTWELL LANDFILL: Capital Properties Resigns from Committee SPARRER SAUSAGE: Jason's Foods Must Return $240,000 to Estate SPECIALTY HOSPITAL: Amends List of Largest Unsecured Creditors SPECIALTY HOSPITAL: Files Schedules of Assets and Liabilities SPECIALTY HOSPITAL: Give Requested Info to Trustee, Court Ruled SPECIALTY HOSPITAL: Has Filed Revised Asset Purchase Agreement SPEEDEMISSIONS INC: IBC Funds No Longer a Shareholder SPENDSMART NETWORKS: Director Michael McCoy Quits SPRITZ INC: Voluntary Chapter 11 Case Summary SOUND SHORE: Hires GCG Inc as Administrative Agent TRIGEANT HOLDINGS: Section 341(a) Meeting Set on Oct. 2 TULARE LOCAL: Fitch Affirms 'B' Rating on $15MM Series 2007 Bonds UNITED RENTALS: Moody's Raises Corporate Family Rating to 'Ba3' UNIVERSAL HEALTH CARE: Trustee Okayed to Tap Ver Ploeg as Counsel UNIVERSAL HEALTH CARE: Drops Bid to Appoint Abernathy as Director VAIL LAKE: Creditors Get Properties for $8.8MM Cash + Credit Bid VAIL LAKE: Gets Court Approval to Hire Lavine as Accountant VAUGHAN CO: Bid to Set Aside Magistrate Judge's Ruling Denied VARIANT HOLDING: Files Bare-Bones Chapter 11 Petition VARIANT HOLDING: Case Summary & 20 Largest Unsecured Creditors VCA INC: S&P Withdraws 'BB' Corporate Credit Rating WALLDESIGN INC: Court Confirms Chapter 11 Liquidation Plan WALLDESIGN INC: Committee Gets Approval to Settle Avoidance Claims XZERES CORP: Appoints David Hofflich as Chief Executive Officer XZERES CORP: Paul DeBruce Holds 33.2% Equity Stake XZERES CORP: James Duffy No Longer a Shareholder XZERES CORP: Ravago Holdings Has 10% Equity Stake ZHEJIANG TOPOINT: U.S. Court Recognizes Chinese Proceedings ZHEJIANG TOPOINT: U.S. Court OKs Joint Administration of Cases * Top Bitcoin Proponent to Plead Guilty to Federal Charge * FASB Issues Guidance to Improve Going Concern Reporting * BOND PRICING: For The Week From August 25 to 29, 2014 ********* 21ST CENTURY ONCOLOGY: Doubts 'Going Concern' Status ---------------------------------------------------- 21st Century Oncology Holdings, Inc., disclosed in a Form 10-Q filed with the U.S. Securities and Exchange Commission that there is substantial doubt about its ability to continue as a going concern. According to the Company, it needs to obtain additional capital, restructure its indebtedness, and, ultimately, achieve profitable operations in order to continue its operations. The Company reported net losses of $78.2 million in 2013, $151.1 million in 2012 and $349.9 million in 2011. These continuing losses, coupled with recent costs and expenses associated with the Company's attempted initial public offering and recapitalization efforts, have worsened its liquidity position, the Company maintained. The Company projects that it will not be able to make its interest payments on its $380.1 million Senior Subordinated Notes in October 2014, which will cause a potential default on its other indebtedness. 21st Century also warned that the perception that it may not be able to continue as a going concern may cause others to choose not to deal with the Company due to concerns about its ability to meet its contractual obligations and may adversely affect its ability to raise additional capital. A full-text copy of the Form 10-Q is available for free at: http://is.gd/k5lncn About 21st Century 21st Century Oncology, Inc., formerly known as Radiation Therapy Services, Inc. ("RTS") owns and operates radiation treatment facilities in the US and Latin America. The Company's balance sheet at June 30, 2014, showed $1.11 billion in total assets, $1.38 billion in total liabilities, $46.65 million in noncontrolling interests-redeemable, and a $325.04 million total deficit. * * * As reported by the TCR on Aug. 14, 2014, Moody's Investors Service downgraded 21st Century Oncology, Inc.'s Corporate Family Rating to Caa2 from B3 and Probability of Default Rating to Caa2-PD from B3-PD. The rating action follows the company's July 29, 2014 announcement that it has entered into a Recapitalization Support Agreement with Vestar Capital Partners and a group of holders of its outstanding subordinated notes, under which the company expects to obtain additional liquidity through an equity contribution or subordinated debt of at least $150 million on or before October 1, 2014. In the Aug. 4, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered all of its ratings on 21st Century Oncology Holdings Inc., including the corporate credit rating to 'CCC+'. "We lowered our ratings because of increased risk that the company could exchange its $380 million subordinated notes for equity," said credit analyst Tulip Lim. AGFEED USA: Former CFO, Security Holder Object to Plan ------------------------------------------------------ James Regnante, which claims to be a defrauded security holder, objected to AgFeed USA LLC's motion for authorization to reduce defrauded creditor claims to $1. According to Mr. Regnante, the submitted blacklined liquidation plan is incomprehensible and plain junk. In addition, Edward J. Pazdro, the former chief financial officer and chief accounting officer of debtor Agfeed Industries, Inc., objected to the adequacy of information in the Disclosure Statement explaining that the Debtors' Second Amended Plan of Liquidation. Mr. Pazdro expressed grave concerns with the omission of key information from the Disclosure Statement and with the Debtors' contemplated plan confirmation process in general. The Plan As reported in the Troubled Company Reporter on Aug. 6, 2014, AgFeed USA LLC said in court papers that the Debtors are continuing negotiations with other constituencies in an effort to reach a fully consensual Chapter 11 plan. AgFeed also disclosed that the Debtors and other parties have reached an agreement in principle to resolve class action-related claims, and that the Debtors intend to file a second amended plan incorporating that settlement. AgFeed filed a First Amended Chapter 11 plan of liquidation on May 9, 2014, which incorporated a settlement of outstanding issues with the Equity Holders Committee. The equity panel supports the First Amended Plan. The Debtors are named as defendants in the class action titled Blitz v. AgFeed Industries Inc. et al., Case No. 3-11-cv-0992. In February 2014, parties to that lawsuit as well as the Creditors and Equity Committees appointed in the Debtors' cases and the Securities and Exchange Commission appeared before Judge William Cahill (Ret.) to mediate various issues. Although that mediation did not result in an immediate resolution of all outstanding issues, it paved the way for the settlement between the Debtros and the equity panel. According to the Debtors, although they believe "they are in striking distance of reaching their goal, over the course of several months, the process has not moved as quickly as the Debtors hoped." In October 2013, AgFeed completed the sale of the U.S. operations to three buyers for $79.45 million, including $53.4 million in cash. In November 2013, the Court authorized AgFeed to sell its Chinese assets to Hong Kong firm Good Charm International Development Ltd. in a deal that is expected to net the debtor $45 million once several highly negotiated price adjustments are factored in. An auction was held for the Chinese facilities on Nov. 20, although no one emerged to top what was originally a $50.5 million bid. The price was lowered by $3.45 million in view of what the contract called "newly discovered" operational problems and "deterioration of the performance" of feed mills. On Dec. 18, 2013, the Debtors filed their initial plan and disclosure statement. On May 9, 2014, they filed a First Amended Chapter 11 Plan of Liquidation and corresponding disclosure statement. The First Amended Plan has the support of the Official Committee of Equity Security Holders. The liquidation plan, which is supported by the Official Committee of Equity Security Holders, provides for substantive consolidation of the Consolidated AgFeed USA Debtors and the liquidation of the Debtors' remaining assets as majority of their assets have already been sold. The Plan further provides that the U.S. Securities and Exchange Commission will have an allowed claim in the amount of $18 million. Plaintiffs in a class action pending against the Debtors will receive an allowed claim in the amount of $7 million, while counsel to the class plaintiffs will be entitled to payment of legal fees and expenses in an amount up to $2.1 million, plus expenses up to $115,000, payable from the Allowed Class Plaintiffs' Claim. A full-text copy of the Disclosure Statement dated July 22, 2014, is available at http://bankrupt.com/misc/AGFEEDUSADS0722.PDF About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. In October 2013, AgFeed completed the sale of the U.S. operations to three buyers for $79.45 million, including $53.4 million in cash. In November 2013, the Court authorized AgFeed to sell its Chinese assets to Hong Kong firm Good Charm International Development Ltd. in a deal that is expected to net the debtor $45 million once several highly negotiated price adjustments are factored in. An auction was held for the Chinese facilities on Nov. 20, although no one emerged to top what was originally a $50.5 million bid. The price was lowered by $3.45 million in view of what the contract called "newly discovered" operational problems and "deterioration of the performance" of feed mills. AGFEED USA: Reasons Out Purchase Price Has Limited Adjustment ------------------------------------------------------------- AgFeed USA, LLC, et al., filed a preliminary response to the objection of purchaser Good Charm International Development, Ltd. and Ningbo Tech-Bank Co., Ltd. (NTB) to the motion for entry of an order directing escrow agent U.S. Bank National Association to release the escrowed funds which represents the unpaid closing payment to the Debtors. The Debtors stated that the response was solely to address the time frame for any discovery schedule. The Debtors reserve their rights to both supplement the response to address the many inaccuracies and misleading statements made in the objection, and file a reply in further support of the motion. The Debtors also stated that the purchase price was a negotiated amount that, due to the length of time before the anticipated date of closing, the parties agreed to limited adjustment on account of any changes in cash, livestock and net working capital. The purchaser and NTB noted that the Debtor's request for immediate turnover of the escrowed funds must be denied for these principal reasons: -- AgFeed's history of accounting irregularities and unreconciled entries, right through the bankruptcy case, indicates that AgFeed's book entries alone carry little persuasive value compared to the detailed line-item verifications performed by NTB in determining the Closing Net Working Capital Amount. -- The hard disk provided by AgFeed that purportedly contains the consolidating entries upon which AgFeed relies is entirely inaccessible and AgFeed has refused to make the now-mothballed server containing the original data available for examination by NTB. -- AgFeed's purported adjusting intercompany entries are mere methods for arriving at the same desired result (i.e., the true Closing Net Working Capital figure), not accounting principles mandated by the SPA. -- Regardless, NTB is entitled to setoff against any amounts due the $263,973 that AgFeed improperly drained on the Closing Date from the bank accounts of six former AgFeed China subsidiaries to pay the unauthorized fees of Seller's advisors, BDA and Ernst & Young. -- Finally, the Motion's attempt to end-run the dispute resolution procedures of the SPA hijacks, instead of ?fast- tracks," the effort to fairly resolve this dispute. As reported in the Troubled Company Reporter on July 16, 2014 the Debtors said that on Nov. 26, 2013, the Court authorized the sale of stock of AgFeed Industries to Good Charm International Development, Ltd., as purchaser, Ningbo Tech-Bank Co., Ltd., as parent dated Sept. 13, 2013. Pursuant to the stock purchase agreement, the purchaser agreed to buy 100% of the stock in AgFeed Industries, Inc. (British Virgin Islands). At closing, the purchaser was to pay AgFeed Industries the base purchase price, minus the cash deposit, minus the estimated adjustment as determined by AgFeed Industries. Closing of the SPA occurred on Dec. 6, 2013. According to the Debtor, one component of the estimated adjustment was AgFeed Industries' Estimated New Working Capital Amount of the Company Group as of Nov. 30, 2013. In accordance with the methodology prescribed by SPA, AgFeed Industries prepared a calculation of the estimated adjustment and submitted the calculation to the purchaser and NTB. AgFeed was entitled to additional consideration of $558,431. At the closing and despite the provisions of the SPA requiring payment of the estimated adjustment, NTB and the purchaser indicated that had not sufficient time to analyze the calculation of the estimated adjustment, and accordingly, were, unwilling to pay the amount until the time as they were able to verify the estimated amount. Despite efforts to resolve the matter, the parties have been unable to reach a final resolution. Pursuant to the escrow agreement, the escrowed funds can only be released upon a written instruction from the parties or upon Court order. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. Jefferies Leveraged Credit Products and Claims Recovery Group are represented by Lawrence J. Kotler, Esq., and Catherine B. Heitzenrater, Esq., at Duane Morris, LLP. AMERICAN AIRLINES: Settles Dispute with Orbitz ---------------------------------------------- Susan Carey, writing for The Wall Street Journal, reported that American Airlines and Orbitz Worldwide Inc. have resolved their disputes, following American's withdrawal of its flights consumer websites powered by Orbitz. According to the Journal, American entered into a letter of intent with Orbitz on Aug. 29 and that it is working with the online travel company toward final agreement based on that letter. About American Airlines AMR Corp. and its subsidiaries including American Airlines filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost- cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so- called U.S. legacy airlines to seek court protection from creditors. It was the third largest airline in the United States at the time of the bankruptcy filing. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. AMERICAN AIRLINES: "Mehraz" Discrimination Suit Dismissed --------------------------------------------------------- District Judge T. S. Ellis, III, adopts a Report and Recommendation of the U.S. Magistrate Judge recommending the dismissal of the employment discrimination action filed pro se by Abdolali Mehraz against his former employer, American Airlines, Judge Ellis said, "the Magistrate Judge's Report and Recommendation is adopted only insofar as it recommends that plaintiffs complaint be dismissed for failure to prosecute. It is further ordered that plaintiff's complaint is dismissed without prejudice for failure to prosecute, specifically based on plaintiff's failure to keep the Court informed of his current address." Should plaintiff wish to appeal the Order, he must do so by filing a written notice of appeal within 30 days, pursuant to Rules 3 and 4, Fed. R. App. P., Judge Ellis said. The case is, ABDOLALI MEHRAZ, Plaintiff, v. AMERICAN AIRLINES, Defendant, CIVIL ACTION NO. 1:11CV1225 (E.D. Va.). A copy of the Court's August 14, 2014 Order is available at http://is.gd/yEwG2K from Leagle.com. About American Airlines AMR Corp. and its subsidiaries including American Airlines filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost- cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so- called U.S. legacy airlines to seek court protection from creditors. It was the third largest airline in the United States at the time of the bankruptcy filing. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. AMERICAN APPAREL: Lion/Hollywood Reports 12% Equity Stake --------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Lion/Hollywood L.L.C. and its affiliates disclosed that as of Aug. 26, 2014, they may be deemed to beneficially own 24,511,022.66 shares of common stock of American Apparel, Inc., which are subject to issuance upon exercise of warrants. The shares represent 12.3 percent of the shares based on an aggregate of 198,672,788 shares of Common Stock outstanding (after giving effect to the issuance of the full 24,511,022.66 shares of Common Stock issuable upon exercise of the Lion Warrants) as of Aug. 1, 2014, which figure is based on information set forth in the American Apparel's quarterly report on Form 10-Q for the quarterly period ended June 30, 2014, and filed on Aug. 18, 2014. On Aug. 26, 2014, Lion/Hollywood designated Robert Mintz to be a director of the Company pursuant to its rights under the Investment Agreement, as amended to date. A copy of the regulatory filing is available for free at: http://is.gd/dgvMY6 About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel reported a net loss of $106.29 million on $633.94 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $37.27 million on $617.31 million of net sales for the year ended Dec. 31, 2012. The Company's balance sheet at June 30, 2014, showed $314.36 million in total assets, $381.96 million in total liabilities and a $67.60 million total stockholders' deficit. * * * As reported by the Troubled Company Reporter on Feb. 26, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'CCC' from 'B-' on Los Angeles-based American Apparel Inc. The outlook is developing. The TCR reported on Nov. 21, 2013, that Moody's Investors Service downgraded American Apparel Inc.'s corporate family rating to Caa2. The clothing retailer's probability of default was also lowered one level and the outlook is negative. AMERICAN AXLE: Fitch Raises 'BB-' Issuer Default Rating ------------------------------------------------------- Fitch Ratings has upgraded the Issuer Default Ratings (IDRs) of American Axle & Manufacturing Holdings, Inc. (AXL) and its American Axle & Manufacturing, Inc. (AAM) subsidiary to 'BB-' from 'B+'. Fitch has also upgraded AAM's senior unsecured notes rating to 'BB-' from 'B/RR5'. Fitch has affirmed the ratings for AAM's secured revolving credit facility and secured term loan A at 'BB+'. A full list of the rating actions taken on AXL and AAM follows at the end of this release. AAM's ratings apply to a $523.5 million secured revolving credit facility, a $146.3 million term loan A and $1.35 billion of senior unsecured notes. The Rating Outlook for both AXL and AAM is Stable. Key Rating Drivers The upgrade of the IDRs for AXL and AAM is supported by the fundamental improvement in the drivetrain and driveline supplier's credit profile over the past several years. AXL continues to benefit from strong pickup truck and sport-utility vehicle (SUV) production at its largest customer, General Motors Company (GM), while it also continues to diversify its overall book of business. Sales of the company's EcoTrac disconnecting all-wheel drive (AWD) system, offered initially on Chrysler Group LLC's (Chrysler) Jeep Cherokee, have been strong, and the system's roll-out on Chrysler's 2015 model year 200 sedan will support sales further. AXL's margins have risen back toward their historically strong levels, among the strongest in the U.S. auto supply industry, although margins are likely to decline somewhat over time as its business becomes more diversified. Consistent with Fitch's expectations, the company has improved its profitability and strengthened credit profile following weakness caused by launch issues with two product programs a couple of years ago. In the time since then, the company has launched a number of new programs without any notable production issues. Looking ahead, Fitch continues to expect AXL's business to become further diversified, which will lessen the company's outsized reliance on GM's U.S. light truck production. Passenger car, crossover, and commercial vehicle programs will comprise an increasing proportion of the company's revenue, while a growing list of global customers will reduce the concentration of the company's customer base. AXL's backlog of new business launching between 2014 and 2016 currently stands at $900 million, 65% of which is for passenger car and crossover programs and 34% is for programs outside North America. By mid-decade, AXL expects about half of its revenue base to come from non-GM programs (including Chinese joint venture sales). It is notable, however, that the company's exposure to the continued weak European market remains small, with only about 4% of its 2013 revenue generated in the region. Fitch's concerns include the continued concentration of AXL's revenue base, despite the increased diversification; the potential for operational issues to arise with the substantial amount of launch activity expected over the intermediate term, much of it with new customers; and the sensitivity of the company's credit metrics to changes in its operating performance. Although Fitch expects AXL to continue diversifying its book of business, GM is likely to remain the company's largest customer by a wide margin for a number of years. In addition, AXL is likely to remain heavily exposed to any production volume changes in GM's light truck program. A decline in demand for GM vehicles, especially its light trucks, would have a significant impact on AXL's financial performance. At the same time, new product launch activity, especially with new customers, increases the risk of potential startup issues. Although AXL smoothly launched a number of programs over the past year, launch issues in late 2012 and early 2013 had a material effect on the company's credit profile. Fitch also notes that AXL's credit protection metrics are quite sensitive to fluctuations in the company's operating performance, and a steep decline in production or potential launch issues could lead to a rapid deterioration in its overall credit profile. Free cash flow (FCF) (calculated as net cash from operations less gross capital expenditures) in the 12 months ended June 30, 2014, was $38 million. Although this equated to a FCF margin of only 1.1%, the company was able to produce positive FCF in three of the last four quarters. This was a substantial turnaround from the 12 month period ended June 30, 2013, when the company's FCF was ($403) million, pressured by a number of non-recurring items, including $225 million of pension contributions. Capital spending of $234 million in the 12 months ended June 30, 2014 was relatively high, equal to 6.8% of revenue, as the company made additional investments to support GM's light truck program. After 2014, Fitch expects the company's capital expenditures to fall back to a more typical level of about 4.5% of annual revenue. Fitch expects AXL to produce FCF of at least $50 million in 2014, and beyond 2014, FCF could increase by $100 million or more on a normalization of capital spending, further operating cost performance and continued working capital management. AXL's overall liquidity remains adequate to meet the company's cash needs. Cash and cash equivalents at June 30, 2014, totaled $129 million, $50 million higher than at June 30, 2013, and AAM had $502 million available on its $523.5 million secured revolver. In September 2013, AAM amended its secured credit facility, which included upsizing its revolver to the current level from $365 million. The company has no meaningful debt maturities due until 2018 when AAM's secured Term Loan A comes due. AAM's Term Loan A, which had $146 million outstanding at June 30, 2014, was entered into as part of the 2013 credit facility amendment. Overall, Fitch expects AXL's cash and revolver availability to remain more than sufficient to cover the company's liquidity needs over the intermediate term. AXL's leverage (debt/Fitch-calculated EBITDA) declined during the 12 months ended June 30, 2014, to 3.2x from 4.8x in the year- earlier period as EBITDA increased and debt remained roughly flat. Overall, Fitch-calculated EBITDA rose to $487 million in the 12 months ended June 30, 2014 from $323 million in the year-earlier period, while debt was about $1.5 billion at the end of both periods. Fitch expects leverage to continue trending downward over the intermediate term as the company looks for opportunities to reduce debt and as EBITDA grows on higher business levels. Fitch expects leverage to remain in the low-3x range at year-end 2014 and potentially decline below 3x by the end of 2015. Fitch no longer views the funded status of AXL's defined benefit pension plans as a significant credit risk. At year-end 2013, the plans were 94% funded on a projected benefit obligation (PBO) basis, equating to only a $42 million net liability. A combination of higher interest rates and the substantial contribution made to the plans in 2012 contributed to the improvement in the plans' funded status over the past several years. By way of comparison, at year-end 2011, AXL's pension plans were only 62% funded with a $275 million net liability. As a result of the plans' funded status, Fitch does not expect AXL to have any required contributions to the U.S. plans over the intermediate term. Consistent with its 'Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers', Fitch has affirmed AAM's secured revolving credit facility and secured Term Loan A ratings at 'BB+'. The recovery rating of 'RR1' has been withdrawn, as Fitch does not assign recovery ratings to issuers with IDRs of 'BB-' or higher. Concurrently, Fitch has upgraded AAM's senior unsecured notes rating by two notches to 'BB-' from 'B/RR5'. At the 'BB-' IDR level, secured issue ratings are typically one to two notches above the IDR, while unsecured ratings are typically rated at the same level as the IDR. The rating of 'BB+' on AAM's secured revolver and Term Loan A reflects their collateral coverage, which includes virtually all the assets of AXL and AAM. The two-notch upgrade of AAM's senior unsecured notes incorporates Fitch's expectation that the company's improved financial performance would lead to average recoveries in a distressed scenario. Rating Sensitivities Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Continued progress on diversifying the company's revenue base. -- Sustained positive FCF. -- A decline in EBITDA leverage to below 3x for a sustained period. -- Sustained EBITDA margins of 12% or higher. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Significant production inefficiencies and associated cash burn tied to the start-up of new programs. -- A rise in EBITDA leverage to above 3.5x for a sustained period. -- A sustained decline in the EBITDA margin to below 10%. -- Sustained negative FCF. -- An unexpected prolonged disruption in the production of GM's full-size pickups and SUVs. Fitch has taken the following rating actions with a Stable Outlook: AXL -- Issuer Default Rating (IDR) upgraded to 'BB-' from 'B+'. AAM -- IDR upgraded to 'BB-' from 'B+'; -- Secured revolving credit facility rating affirmed at 'BB+'; -- Secured Term Loan A rating affirmed at 'BB+'; -- Senior unsecured notes rating upgraded to 'BB-' from 'B/RR5'. AMSTERDAM HOUSE: Can Employ KCC as Claims & Noticing Agent ---------------------------------------------------------- Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern District of New York authorized Amsterdam House Continuing Care Retirement Community, Inc., to employ Kurtzman Carson Consultants, LLC, as noticing and claims agent for the Debtor. Prior to the Petition Date, the Debtors provided KCC with a retainer in the amount of $5,000. About Amsterdam House Amsterdam House Continuing Care Retirement Community, Inc., owns and operates Harborside, an upscale retirement community is situated on 8.9 acres in Port Washington, New York. Harborside -- http://www.theamsterdamatharborside.com/-- is Nassau County's first and only CCRC licensed under Article 46 of the New York Public Health Law. CCRCs provide senior citizens with a full range of living accommodations and healthcare services during their retirement years. Harborside currently offers 329 units of varying sizes for independent, enriched, and skilled nursing care. Amsterdam House filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-73348) on July 22, 2014, in Central Islip, New York, to implement a prenegotiated bankruptcy-exit plan. The case is assigned to Judge Alan S Trust. Ingrid Bagby, Esq., at Cadwalader Wickersham & Taft LLP, serves as the Debtor's counsel. Grant Thornton LLP serves as financial advisors, Herbert J. Sims & Co., Inc., serves as investment bankers, and Kurtzman Carson Consultants LLC acts as claim and noticing agent. The Company said that total assets were $286 million and debt was $437 million as of April 30, 2014. Judge Alan S. Trust extended until Aug. 26, 2014 the Debtor's deadline to file its schedules of assets and liabilities. The Sec. 341(a) meeting of creditors was scheduled for Aug. 29. AS SEEN ON TV: Amends Employment Agreement With COO & President --------------------------------------------------------------- As Seen On TV, Inc., had amended and restated its employment agreement with Mark Ethier, chief operating officer, president, and director, to remove the provision for issuance of options within 30 days of the original effective date and provide that upon board approval Mr. Ethier will be granted those number of shares of restricted common stock of the Company equivalent to 4% of outstanding shares of the Company, which equals 25,174,888 shares of common stock based on a grant date of Aug. 20, 2014. The shares will vest in 25% increments each of the initial two years following the initial effective date of the agreement and the final 50% vesting three years following the initial effective date of the agreement. The employment agreement provides for ordinary executive benefits and perquisites, and imposes standard non-competition and non-solicitation covenants. The employment agreement also contain a provision which provides that for 360 days following any change in control, the termination or resignation of the officer will be treated as a termination without cause. As such, the officer would be entitled to severance compensation for the remaining compensation left for the term of his employment agreement, and all unvested stock, stock equivalents or stock options would immediately vest in full, free of Company-imposed restrictions. Effective July 1, 2014, the board of directors of As Seen On TV, appointed Mr. Ethier as COO, President and director. On the Effective Date, the Company entered into a three year employment agreement with Mr. Ethier. The employment agreement provides for a base salary in the amount of $180,000 per annum, although from the July 1, 2014, through Oct. 1, 2014, the rate will be reduced to $72,000. Mr. Ethier will also be entitled to an annual bonus as determined by the board of directors. About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. The Merger Agreement was completed on April 2, 2014. The Company incurred a net loss of $9.32 million on $1.98 million of revenues for the year ended March 31, 2014, as compared with net income of $3.69 million on $9.40 million of revenues for the year ended March 31, 2013. The Company's balance sheet at March 31, 2014, showed $5.78 million in total assets, $3.58 million in total liabilities and $2.20 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company's recurring losses from operations and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Company stated in the Fiscal 2014 Annual Report, "At March 31, 2014, we had a cash balance of $5,400, a working capital deficit of approximately $2.9 million and an accumulated deficit of approximately $22.9 million. We have experienced losses from operations since our inception, and we have relied on a series of private placements and convertible debentures to fund our operations. The Company cannot predict how long it will continue to incur losses or whether it will ever become profitable." Pursuant to a Senior Note Purchase Agreement dated as of April 3, 2014, by and among the Company, IBI, Infusion, eDiets.com, Inc., Tru Hair, Inc., TV Goods Holding Corporation, Ronco Funding LLC -- Credit Parties -- and MIG7 Infusion, LLC, the Credit Parties sold to MIG7 a senior secured note having a principal amount of $10,180,000 bearing interest at 14% and having a maturity date of April 3, 2015. The Company added, "We have undertaken, and will continue to implement, various measures to address our financial condition, including: * Significantly curtailing costs and consolidating operations, where feasible. * Seeking debt, equity and other forms of financing, including funding through strategic partnerships. * Reducing operations to conserve cash. * Deferring certain marketing activities. * Investigating and pursuing transactions with third parties, including strategic transactions and relationships. There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations and/or seek relief through a filing under the U.S. Bankruptcy Code." AUTOMATED BUSINESS: Sept. 17 Hearing on Adequacy of Plan Outline ---------------------------------------------------------------- Bankruptcy Judge Wendell I. Lipp, according to an amended order and notice of hearing, will convene a hearing on Sept. 17, 2014, at 10:00 a.m. to consider adequacy of information in the Disclosure Statement explaining Automated Business Power, Inc., et al.'s First Amended Plan of Reorganization. At the hearing, the Court will also consider the objections to the approval of the Disclosure Statement including that of PNC Bank, National Association, as administrative agent and lender. According to PNC, the Disclosure Statement must be denied because it lacks adequate information for creditors to make an informed decision about the Debtors' plan. Specifically, the Disclosure Statement fails to adequately describe the performance of the Debtors while in chapter 11 and provides an inadequate liquidation analysis. Furthermore, the Disclosure Statement describes a plan that is unconfirmable on its face because there are no grounds to provide a release to insiders of the Debtors and the Plan proposes to make unfair payments to insiders. About Automated Business Power Military supplier Automated Business Power, Inc., and Automated Business Power Holding Co. filed their Chapter 11 petitions (Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013. Automated Business Power has been engaged in the design and production of advanced filed deployable uninterruptible power supplies, AC-to-DC power supplier, DC-to-DC converters, uninterruptible power systems, Power/Voice/Data cases, speakers, speaker/voice systems and ancillary equipment tactical transceivers, power amplifiers, SATCOM, and other communications equipment. The petitions were signed by Daniel Akman as president. The Debtors estimated assets of at least $50 million and liabilities of at least $10 million. The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP, in Washington, D.C. The Debtor tapped Dickinson Wright and Michael R. Holzman as Special ESOP Plan Counsel. PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle Tancredi, Esq., at Gebhardt & Smith LLP. AUXILIUM PHARMACEUTICALS: To Present CCH Data at ASSH Meeting ------------------------------------------------------------- Auxilium Pharmaceuticals, Inc., said that data from trials evaluating the use of collagenase clostridium histolyticum (CCH) for treating two Dupuytren's contracture (DC) cords concurrently in adult patients with a palpable cord will be presented at the upcoming 69th Annual Meeting of the American Society for Surgery of the Hand (ASSH) being held in Boston on Sept. 18-20, 2014. XIAFLEX(R) (CCH) is a biologic approved in the U.S., EU, Canada and Australia for the treatment of adult DC patients with a palpable cord. DC is a progressive hand disease that can present with multiple collagen "cords" that limit finger movement and hand function. It is estimated that 35 to 40 percent of annual surgical procedures in the U.S. are performed to treat more than one DC cord at a time[i]. The AUX-CC-867 MULTICORD (MULtiple Treatment Investigation of Collagenase Optimizing the Resolution of Dupuytrens) study data examining the effect of delayed finger extension on patients who received two concurrent injections of CCH to treat two affected joints in the same hand were selected for the meeting's Best Paper Session. Additional findings from the MULTICORD study featured in meeting presentations include the safety and efficacy of CCH as a treatment for two affected joints in the same hand concurrently and an analysis of efficacy based upon baseline joint severity. Additionally, a podcast has been selected for presentation that describes an analysis of the MULTICORD study treating two affected joints in the same hand concurrently using local anesthesia prior to finger extension. Finally, data will also be presented from the AUX-CC-862 retreatment study examining the retreatment of recurrent contractures in DC joints that were previously treated with CCH. "The data presented at this year's Annual ASSH Meeting help support the efficacy and safety profile of CCH as a non-surgical treatment option for treating two cords concurrently during one office procedure, expanded flexibility with timing of the finger extension procedure and the retreatment of recurrent joints in those who were previously treated with CCH," said Adrian Adams, chief executive officer and president of Auxilium Pharmaceuticals. Data to be presented on CCH include: * Effect of Delayed Finger Extension on the Efficacy and Safety of Collagenase Clostridium Histolyticum Treatment for Dupuytren's Contracture (Clinical Paper 01, Selected for the Best Paper Session, Podium Presentation, Thursday, Sept. 18, 2:00 p.m. ET) * Prospective Multicenter, Multinational Study to Evaluate the Safety and Efficacy of Concurrent Collagenase Clostridium Histolyticum Injections to Concurrently Treat Two Dupuytren's Contractures in the Same Hand (Clinical Paper 47, Podium Presentation, Friday, September 19, 2:00 p.m. ET) * Treatment of Recurrent Dupuytren's Contractures in Joints Previously Effectively Treated With Collagenase Clostridium Histolyticum: Final Results (Clinical Paper 48, Podium Presentation, Friday, Sept. 19, 2:00 p.m. ET) * Effect of Baseline Severity on the Safety and Efficacy of Concurrent Collagenase Clostridium Histolyticum Injections to Treat Two Dupuytren's Contractures (Clinical Paper 44, Podium Presentation, Friday, Sept. 19, 2:00 p.m. ET) * Use of Local Anesthesia During Finger Extension: Effects on Efficacy and Safety of Collagenase Clostridium Histolyticum for Concurrent Treatment of Two Dupuytren's Contractures ( Podcast 1384) The U.S. Food and Drug Administration is reviewing the Company's submission of a supplemental Biologics License Application (sBLA) requesting approval of XIAFLEX for the treatment of two Dupuytren's cords concurrently. The PDUFA date for the sBLA is Oct. 20, 2014. About Auxilium Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specialist audiences. With a broad range of first- and second- line products across multiple indications, Auxilium is an emerging leader in the men's healthcare area and has strategically expanded its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas. Auxilium now has a broad portfolio of 12 approved products. Among other products in the U.S., Auxilium markets edex(R) (alprostadil for injection), an injectable treatment for erectile dysfunction, Osbon ErecAid(R), the leading device for aiding erectile dysfunction, STENDRATM (avanafil), an oral erectile dysfunction therapy, Testim(R) (testosterone gel) for the topical treatment of hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting implantable testosterone replacement therapy, XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of Peyronie's disease and XIAFLEX for the treatment of Dupuytren's contracture. The Company also has programs in Phase 2 clinical development for the treatment of Frozen Shoulder syndrome and cellulite. The Company's balance sheet at June 30, 2014, showed $1.11 billion in total assets, $935.82 million in total liabilities and $179.40 million in total stockholders' equity. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium Pharmaceuticals, Inc., including the Corporate Family Rating to B3 from B2. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. In the Aug. 20, 2014, edition of the TCR, Standard & Poor's Ratings Services affirmed its 'CCC' corporate credit rating on Auxilium Pharmaceuticals Inc. following the company's announcement that it had obtained an amendment to its credit agreement permitting the change of control associated with the company's proposed merger with a Canadian biotechnology firm QLT Inc. The outlook is negative. BAPTIST HOME: Gets OK to Enter into Finance Deal with US Premium ---------------------------------------------------------------- Bankruptcy Judge Eric L. Frank entered an order authorizing The Baptist Home of Philadelphia, et al., to enter and perform under the premium finance agreement with US Premium Finance. The Debtors are also authorized to make the required cash down payment and all installment payments as such installment payments come due. A summary of the provisions of the finance agreement includes, among other things:: Annual Percentage Rate: 3.29% Maturity: July 1, 2015 Liens: To secure all liabilities owed from the Debtor to the Finance Company, the Debtor assigns to the Finance Company all of its right, title and interest to the insurance policies and all rights therein, including all dividends, unearned premiums and unearned commissions. Borrowing Limits: The Finance Agreement provides that the Total Amount Financed will be $557,757. Fees: The finance agreement provides for a finance charge of $6,903. Under the terms of the finance agreement, which covers $743,676 in total premiums, the Debtor would make an initial down payment of $185,919 and monthly payments thereafter of $70,582 for each of the next eight months; the first monthly payment would be due on Aug. 1, 2014. The Debtor's obligations to the finance company will be secured by all of its right, title and interest to the Financed Policies and all rights therein, including all dividends, unearned premiums and unearned commissions. The ability of the Debtor to enter into the finance agreement is crucial because it will allow the Debtor to pay insurance premiums over time rather than in a sizeable lump sum payment. The Debtors are represented by: John T. Carroll, III, Esq. Eric L. Scherling, Esq. COZEN O'CONNOR 1900 Market Street Philadelphia, PA 19103 Tel: (215) 665-2000 Fax: (215) 665-2013 E-mail: jcarroll@cozen.com escherling@cozen.com About The Baptist Home of Philadelphia The Baptist Home of Philadelphia and The Baptist Home Foundation sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305 and 14-13306) in Philadelphia on April 25, 2014. Baptist Home of Philadelphia is a Pennsylvania nonprofit corporation that owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Home offers 126 living accommodations, which vary in size, for independent living and personal care. It presently also has 206 skilled nursing beds in the nursing and rehabilitation center that offers short and long term care. It has 369 employees. Baptist Home of Philadelphia disclosed $37,330,904 in assets and $34,562,834 in liabilities as of the Chapter 11 filing. The Debtors have tapped Cozen O'Connor as counsel and KPMG Corporate Finance LLC as financial advisor and investment banker. The U.S. Trustee appointed Wilmarie Gonzalez as patient care ombudsman. U.S. Bank National Association, the trustee with regard to the secured bond indebtedness, hired Reed Smith LLP as counsel and CohnReznick LLP as financial advisor. Pepper Hamilton LLP represents the Official Committee of Unsecured Creditors. BAPTIST HOME: Requests Approval of $756,250 Break-Up Fee -------------------------------------------------------- The Baptist Home of Philadelphia doing business as Deer Meadows Retirement Community asked the Bankruptcy Court approve the allowance and payment of a break up fee to Deer Meadows Property, LP, the stalking horse bidder. The Debtor will pay to the stalking horse bidder an amount equal to two and one-half percent of the purchase price of $30,250,000, or $756,250, as a breakup fee. The break up fee is pursuant to the terms of the asset purchase agreement, dated July 25, 2014, entered between the Debtor and the stalking horse bidder. The Debtor, through its investment banker, KPMG Corporate Finance LLC, and in consultation with both U.S. Bank National Association, as indenture trustee, and the Official Committee of Unsecured Creditors, selected the stalking horse bidder. As reported in the Troubled Company Reporter on Aug. 6, 2014, Sherri Toub, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the Debtor will sell the 491-bed facility on Roosevelt Blvd. in Philadelphia to Deer Meadows Property LP for about $30.3 million in cash plus assumption of specified liabilities, unless a better offer is made at an Aug. 15 auction. According to the report, under the terms of the proposed sale, the buyer can terminate the contract if the court doesn't approve by Aug. 12 its right to earn a breakup fee equal to 2.5 percent of the purchase price. About The Baptist Home of Philadelphia The Baptist Home of Philadelphia and The Baptist Home Foundation sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305 and 14-13306) in Philadelphia on April 25, 2014. Baptist Home of Philadelphia is a Pennsylvania nonprofit corporation that owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Home offers 126 living accommodations, which vary in size, for independent living and personal care. It presently also has 206 skilled nursing beds in the nursing and rehabilitation center that offers short and long term care. It has 369 employees. Baptist Home of Philadelphia disclosed $37,330,904 in assets and $34,562,834 in liabilities as of the Chapter 11 filing. The Debtors have tapped Cozen O'Connor as counsel and KPMG Corporate Finance LLC as financial advisor and investment banker. The U.S. Trustee appointed Wilmarie Gonzalez as patient care ombudsman. U.S. Bank National Association, the trustee with regard to the secured bond indebtedness, hired Reed Smith LLP as counsel and CohnReznick LLP as financial advisor. Pepper Hamilton LLP represents the Official Committee of Unsecured Creditors. BAY AREA FINANCIAL: Hires Gary Cuoco as Property Agent ------------------------------------------------------ Bay Area Financial Corporation seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Gary Cuoco of Re/Max Gold Beach Office as agent in listing for sale the Debtor's property located at 4145 Ocean, Oxnard, California. The professional services to be rendered by Mr. Cuoco shall include: (a) ordering, analyzing, and preparing the documentation necessary to place the subject property in proper position to be listed and advertised for sale; (b) listing the property with the most propitious listing services available, responding to inquiries of purchase, and soliciting reasonable offers for purchase; (c) conveying all reasonable offers of purchase to the Debtor, subject to the Debtor's approval, and confirming acceptance of the best offer; and (d) causing to be prepared on behalf of the Debtor and submitted to escrow, any and all documents requiring the endorsement of the Debtor to consummate a sale of the property. Mr. Cuoco will be compensated at the rate of 5% commission for the sale of the property. Mr. Cuoco assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Cuoco can be reached at: Gary Cuoco RE/MAX GOLD COAST BEACH OFFICE 111 Los Altos Oxnard, CA 93035 Tel: (805) 813-9800 E-mail: gcc@beachfrontbroker.com About Bay Area Financial Bay Area Financial Corp., a consumer finance company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to Judge Thomas B. Donovan. The Debtor is represented by Sandford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias Koenig & Frey LLP. The Debtor disclosed $15,248,851 in assets and $21,239,663 in liabilities as of the Chapter 11 filing. There is no secured debt, although $141,000 is owing on a priority tax claim. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP. BERNARD L. MADOFF: Trustee Wants to Replead Complaints ------------------------------------------------------ Jacqueline Palank, writing for The Wall Street Journal, reported that Irving Picard, the trustee winding down Bernard Madoff's investment firm, wants another opportunity to sue defendants that benefited from his Ponzi scheme after two major district court rulings "substantially altered the legal landscape." According to the report, Mr. Picard sought leave to replead his complaints and permit him to take discovery from certain defendants, including Credit Suisse AG, Intesa Sanpaolo SpA and Royal Bank of Canada. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims, with the fourth and latest batch of distributions done in May 2014. Distributions to eligible claimants have totaled almost $6 billion, which includes $812.2 million in committed advances from the SIPC. More than 1,100 victims have already recovered the full principal they lost in the fraud. As of May 2014, Mr. Picard has recovered or reached agreements to recover $9.8 billion since his appointment in December 2008. BROWNSVILLE MD: WF Stay Termination Extended Until Sept. 27 ----------------------------------------------------------- U.S. Bankruptcy Judge Richard S. Schmidt signed off an agreed order extending until Sept. 27, 2014, the termination of the automatic stay in the Chapter 11 case of Brownsville MD Ventures, LLC. Wells Fargo Equipment Finance, Inc. and Key Equipment Finance Inc., requested for an order extending the previously entered agreed order terminating the automatic stay as to WF, KEF, and Pineda Grantor Trust II. No party-in-interest has objected to the joint motion and extension order. About Brownsville MD Ventures Brownsville MD Ventures, LLC, was formed in 2004 for the purpose of acquiring real property and improvements in Brownsville, Texas. The company leased the property to Brownsville Doctors Hospital, LLC, which operated a hospital on the premises. The tenant has ceased operations, and the property has been vacant since August 2012. Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas. Chester Gonzalez, the managing member and the chairman of the board of managers, signed the bankruptcy petition. The Debtor disclosed $24 million in assets and $14.7 million in liabilities in its schedules. The Debtor's property was appraised by Compass Bank in July 2011 with a fair market value in excess of $20,000,000. Pineda Grantor Trust II, as assignee of Compass Bank (which provided a loan to finance the acquisition of the property), is the secured lender. Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin, Texas, serves as the Debtor's counsel. The Debtor tapped The Rentfro Law Firm PLLC as special counsel to provide legal advice regarding business matters. Judge Richard S. Schmidt presides over the case. BUCCANEER ENERGY: Committee Balks at Carve out Terms of Cash Use ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Buccaneer Resources, LLC, et al., objected to the Debtors' use of cash collateral in which AIX Energy LLC asserts an interest. According to the Committee, the proposed final cash collateral order contains numerous objectionable provisions, including restricting the Debtors' ability to surcharge collateral and failing to include a carve-out for the estate professionals' fees and expenses. Kenai Offshore Ventures, LLC and Teras Oilfield supported the limited objection of the Committee to the Debtors' motion for authorization to use prepetition lender's cash collateral. In a separate filing, AIMM Technologies, Inc., and All American Oilfield Associates LLC files a limited objection to the Debtors' motion stating that the proposed final cash collateral order does not include sufficient funds to enable the Debtors to comply with their postpetition environmental obligations. AIMM is a member of the Committee, and AAOA is also a creditor, prepetition, AAOA provided service and crew personnel at the onshore drilling rig named the Glacier Drilling Rig #1. As reported in the Troubled Company Reporter on June 11, 2014, Judge David R. Jones gave the Debtor interim authority to use the cash collateral securing their prepetition indebtedness from AIX. As of May 31, 2014, the aggregate unpaid principal balance of the AIX Facility, including all accrued, unpaid interest, fees, expenses and other amounts owing under the financing agreement, was $58,226,264. The AIX Facility matures on June 30, 2014. The Debtors' obligations under the AIX Facility are secured by liens on substantially all of the Debtors' assets, including the cash collateral, subject to certain exceptions. The Debtors' use of the cash collateral will terminate if, among other things, (i) they have not filed a motion for bid procedures governing the sale and auction of substantially all of their assets by June 13; (ii) they have not filed a plan and disclosure statement incorporating the bid procedures by June 13; and (iii) they have not confirmed a Chapter 11 plan by Aug. 15. Objections to the final approval of the Cash Collateral Motion are due June 13. Cook Inlet Region, Inc., filed an objection ahead of the deadline, to reserve all of its rights and remedies (1) with respect to any amounts to be deposited into the escrow account, and (2) in connection with the Debtors and their assets. CIRI and Buccaneer Alaska executed an oil and gas lease pursuant to which CIRI granted and leased certain of its subsurface rights to the CIRI Property to Buccaneer Alaska. Kenai Offshore and Teras Oilfield are represented by: Joel M. Walker, Esq. DUANE MORRIS LLP 600 Grant Street, Suite 5010 Pittsburgh, PA 15219 Tel: (412) 497-1042 Fax: (412) 497-1001 E-mail: jmwalker@duanemorris.com Michael E. Clark, Esq. 1330 Post Oak Boulevard, Suite 800 Houston, TX 77056-3166 Tel: (713) 402-3900 Fax: (713) 402-3901 E-mail: meclark@duanemorris.com About Buccaneer Energy Buccaneer Resources, LLC, and eight affiliates, including Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May 31, 2014. Buccaneer listed assets of up to $50,000 and liabilities between $50 million and $100 million in its petition. Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "BCC". Although BCC is an Australian listed entity, the company operates exclusively through its eight U.S. subsidiary debtors, each of which are headquartered in the U.S. and which maintain offices in Houston and Dallas, Texas, and Kenai and Anchorage, Alaska. The Debtors' primary business is the exploration for and production of oil and natural gas in North America. Operations have historically focused on both onshore and offshore opportunities in the Cook Inlet of Alaska as well as the development of offshore projects in the Gulf of Mexico and onshore oil opportunities in Texas and Louisiana. CEO Curtis Burton was terminated in May 2014. Manning the Debtors' operations is Conway MacKenzie senior managing director John T. Young, who was appointed chief restructuring officer in March 2014. The bankruptcy cases are assigned to Judge David R Jones. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Debtors have tapped Robert Andrew Black, Esq., Jason Lee Boland, Esq., Robert Bernard Bruner, and William R Greendyke, Esq., at Fulbright Jaworski LLP as counsel. Norton Rose Fulbright Australia will render legal services related to cross-border insolvency and general corporate and litigation matters to Buccaneer Energy Ltd. Epiq Systems is the claims and notice agent. The U.S. Trustee for Region 7 appointed five creditors to serve on the official committee of unsecured creditors. BUCCANEER ENERGY: Committee Balks at Meridian-Led Sale ------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 cases of Buccaneer Resources, LLC, et al., objected to the Debtors' motion for approval of proposed sale procedures where AIX Energy, LLC, is designated as the stalking horse bidder. The Creditors Committee says that the compressed bidding procedures are designed to permit AIX to acquire the Debtors' assets via a credit bid. AIX, however, is a mere shell company and instrumentality of Meridian, the Debtors' largest shareholder and was the Debtors' prepetition secured creditor until one month before the cases were filed, the Committee said in a court filing. As a large shareholder of the Debtors, the Committee noted, Meridian is precluded by the Australian Securities Exchange rules from acquiring the Debtors' assets for its benefit. On the eve of bankruptcy, in an attempt to circumvent such prohibitions, Meridian transferred the secured indebtedness to the newly formed AIX, and AIX now holds the loans for Meridian's benefit as a vehicle for attempting to acquire the Debtors' assets by credit bid. More Objections Claim holders Archer Drilling LLC and Archer Survey & Inspection LLC, joined the objection of the Committee. Archer is the chair of the Committee and has claims in excess of $8 million against the Debtors. Archer supports the Committee's position in the objection and believes that the bid procedures in their current form be denied, that AIX be denied any right to credit bid, that the proposed sale and the Proposed PSA be structured to maximize the value of the Debtors' assets, that appropriate time be allotted to obtain the highest value, and for such other and further relief as is just and proper. Unsecured creditors Kenai Offshore Ventures, LLC and Teras Oilfield Support Limited also filed a joinder to the objection. Unsecured creditors AIMM Technologies, Inc., and All American Oilfield Associates, LLC, in their objection, stated that if the sale motion is approved, the Debtors will surely not obtain the highest price or overall greatest benefit possible for the estate. Moreover, creditor Alaska Industrial Development and Export Authority filed a limited objection and reservation of rights. AIDEA objected to the motion to the extent that the Debtors are attempting to sell the unreferenced overriding royalty interests - - ORRIs, or Alaska Clear & Equitable Shares -- the ACES credits free and clear of AIDEA's interests therein. Archer is represented by: Paul M. Davis, Esq. Timothy A. Davidson II, Esq. ANDREWS KURTH, LLP 600 Travis, Suite 4200 Houston, TX 77002 Tel: (713) 220-4200 Fax: (713) 220-4285 E-mails: taddavidson@andrewskurth.com pauldavis@andrewskurth.com Alaska Industrial is represented by: Francisco Rivero, Esq. Matthew E. Tashman, Esq. Paul B. Turner, Esq. REED SMITH LLP 811 Main Street, Suite 1700 Houston, TX 77002-6110 Tel: (713) 469-3817 Fax: (713) 469-3899 About Buccaneer Energy Buccaneer Resources, LLC, and eight affiliates, including Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May 31, 2014. Buccaneer listed assets of up to $50,000 and liabilities between $50 million and $100 million in its petition. Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "BCC". Although BCC is an Australian listed entity, the company operates exclusively through its eight U.S. subsidiary debtors, each of which are headquartered in the U.S. and which maintain offices in Houston and Dallas, Texas, and Kenai and Anchorage, Alaska. The Debtors' primary business is the exploration for and production of oil and natural gas in North America. Operations have historically focused on both onshore and offshore opportunities in the Cook Inlet of Alaska as well as the development of offshore projects in the Gulf of Mexico and onshore oil opportunities in Texas and Louisiana. CEO Curtis Burton was terminated in May 2014. Manning the Debtors' operations is Conway MacKenzie senior managing director John T. Young, who was appointed chief restructuring officer in March 2014. The bankruptcy cases are assigned to Judge David R Jones. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Debtors have tapped Robert Andrew Black, Esq., Jason Lee Boland, Esq., Robert Bernard Bruner, and William R Greendyke, Esq., at Fulbright Jaworski LLP as counsel. Norton Rose Fulbright Australia will render legal services related to cross-border insolvency and general corporate and litigation matters to Buccaneer Energy Ltd. Epiq Systems is the claims and notice agent. The U.S. Trustee for Region 7 appointed five creditors to serve on the official committee of unsecured creditors. BUFFET PARTNERS: San151 and Rupe Reach Deals on Assumption ---------------------------------------------------------- The Bankruptcy Court approved a stipulation and agreed order between Buffet Partners, L.P., et al.; San151NNN, LLC, Fresh Acquisitions, LLC and FMP SA Management Group, LLC, relating to the lease of the real property located at 9410 State Highway 151 at Cable Ranch Road in San Antonio, Bexar County, Texas. San151 is landlord under a lease dated as of Aug. 9, 2011, pursuant to which Debtor Buffet Partners, L.P., is tenant. On June 5, 2014, San151 filed its proof of claim in the amount of $51,990. San151 contends that $53,000 is the proper cure amount in order for the Debtor to assume the lease under the Bankruptcy Code. On June 20, the Debtor sold substantially all of its assets to Fresh Acquisitions, LLC. Pursuant to the stipulation, among other things: 1. the Debtor is permitted to assume and assign the lease but only in accordance with the terms of the stipulation and order; 2. the cure amount with respect to the lease will be $53,000. 3. upon assumption and assignment to Fresh Acquisitions, Fresh Acquisitions will assume tenant's liability for and will pay when due, pursuant to the terms of the lease, all accrued but not yet due items under the lease. Rupe Lease In a separate order, the Court also approved a stipulation and agreed order entered between the Debtors, and Arthur N. Rupe Foundation. Prior to the Petition Date, the Debtors entered into that Amended and Restated Lease Agreement, and that Amended and Restated Memorandum of Lease, each dated Dec. 3, 2004, with Sovereign Buffet, LLC, under which Sovereign leased certain restaurant premises to the Debtors. By Assignment of Lease, the Lease was assigned to Rupe effective Aug. 14, 2006. On March 14, 2014, the Debtors filed their motion for authorization to sell substantially all assets (b) the assumption and assignment of certain executory contracts and unexpired leases (c) the establishment of cure amounts. Pursuant to the motion and the amended cure notice, in the event the debtors assume the lease, the amount needed to cure any defaults is $77,580. On April 24, Mr. Rupe filed the objection of Arthur N. Rupe Foundation to the proposed cure amount. By the objection, Rupe asserted that it is owed $287,312 under the lease. After good-faith, arms' length negotiations, the Debtors and Rupe have reached an agreement to resolve the objection. The stipulation provides that, among other things: 1. the cure amount as of May 31, with respect to the lease will be $87,312; and 2. any obligation by the Debtors for deferred maintenance under the lease will be included in the purchaser's assumed liabilities in the event the Debtors decide to assume and assign the lease in connection with a sale of their business or assets; About Buffet Partners Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a restaurant chain with 29 restaurants in Arizona, Arkansas, New Mexico, Oklahoma and Texas. With a 65+ year operating history, Furr's -- http://www.furrs.net/-- operates straight-line and scatter-bar buffet units that feature a variety of all-you-can-eat and home-cooked foods served at an affordable price. Buffet Partners was formed to purchase Furr's in September 2003. Headquartered in Plano, Texas, Buffet Partners and an affiliate sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No. Case No. 14-30699) on Feb. 4, 2014. Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors. Bridgepoint Consulting is the financial advisor. Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in liabilities as of the Chapter 11 filing. William T. Neary, U.S. Trustee for Region 6, appointed five creditors to serve in the Official Committee of Unsecured Creditors. Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP serves as its counsel. Mesirow Financial Consulting, LLC, serves as its financial advisors. The restaurant was founded in 1946 by Roy Furr, and expanded to approximately 60 locations as a family-owned business for over 35 years. In 1980, it was acquired by Kmart Corporation. Kmart ultimately sold Furr's in a leveraged buy-out which subsequently went public in 1986. Following a take-private transaction, the Company entered a period of decline due to its debt burden, culminating in a restructuring and reorganization under chapter 11 in 2003 in Dallas, Texas. C-MOTECH CO: Court Overrules Franklin's Objection to Case Venue --------------------------------------------------------------- Bankruptcy Judge Louise DeCarl Adler issued a tentative ruling, denying in part, Franklin Wireless Corp.'s request for judicial notice of parties' contract and state court complaint. Franklin is a creditor in the Chapter 11 case of C-Motech Co., Ltd. Judge Adler said that the parties' contract is not a proper subject, and although the Court can take judicial notice of the fact that Franklin filed a state court complaint, the Court cannot judicially notice its content. The Court also overruled Franklin's objection to the additional provision requested by C-Motech in the recognition order that "the Korean Bankruptcy Court is the correct venue to adjudicate the claims of United States Creditors of C-Motech." The Court afforded Franklin additional time to produce evidence of prejudice by inclusion of this provision; none has been produced and there is only a request for more time. Additionally, C-Motech has submitted considerable evidence in its response of Franklin's significant contacts with Korea and its prior participation in the Korean bankruptcy proceeding of C-Motech as a creditor who was represented by Korean counsel. Young-Gu Park, the foreign representative of the Debtor, asked that the Court deny the relief requested Franklin, stating that Franklin had sufficient time to obtain evidence. Franklin cannot authenticate documents by filing them as exhibits to a complaint in another case and then arguing that the documents are now public records subject to judicial notice. The foreign representative is represented by: Michael T. O'Halloran, Esq. David W. Marwill, Esq. LAW OFFICE OF MICHAEL T. O'HALLORAN 1010 Second Avenue, Suite 1727 San Diego, CA 92101 Tel: (619) 233-1727 Fax: (619) 233-6526 Franklin is represented by: Jeffrey D. Cawdrey, Esq. Stephanie M. Lemos, Esq. GORDON & REES LLP 101 West Broadway, Suite 2000 San Diego, CA 92101 Tel: (619) 696-6700 Fax: (619) 696-7124 Recognition of Foreign Proceeding On July 14, the Court granted the request of foreign representative for recognition of a foreign main proceeding under Chapter 15. As reported in the Troubled Company Reporter on June 27, 2014, according to court filings, C-Motech's woes started in February 2010 when Namu Equity Ltd. took over the company too become the largest shareholder to use the corporate seal of the company so that authentic deeds of promissory notes for unknown transactions were over-issued, raising suspicion of misappropriation or embezzlement. In connection with the cash flow of the company, an external auditor expressed a negative opinion, which resulted in delisting of the company. Moreover, several tens of seizure and collection orders were issued to the properties of the company based on the authentic deeds of promissory notes, thereby preventing the company from conducting normal business activities, and leading to financial disaster. A rehabilitation plan for the company was approved in November 2011. Pursuant to the plan, loan claims of financial institutions, transaction claims, debts for compensation for damage and employee claims will be paid off in the form of converting 71% of the debt into equity and repaying 29% of the debt in cash in installments from 2016 until 2021. As of the end of 2010, the company had assets of KRW104.9 billion and debt of KRW50.2 billion. About C-Motech Co. Seoul, Korea-based C-Motech Co. was a developer and producer of wireless data communication devices. Established in 2002, the company ran a business associated with software, databases and information processing. In April 2011, the 4th Department of Bankruptcy of the Seould Central District Court authorized the company to commence rehabilitation procedures (Case No. 2011 Hoihap 42 Rehabilitation) as stipulated in Korea's Article 34(1) of the Debtor Rehabilitation and Bankruptcy Act. Young-Gu Park was appointed by the Korean Court as administrator. The administrator has the power to conduct all of C-Motech's business and manage all of its property, subject to the Korean Bankruptcy Court's supervision. The administrator of C-Motech filed a Chapter 15 bankruptcy petition for the company (Bankr. S.D. Cal. Case No. 14-04891) in San Diego, California, on June 19, 2014. The debtor is estimated to have assets and debt of $10 million to $50 million. The Chapter 15 case is assigned to Judge Christopher B. Latham. The company is represented by Michael T. O'Halloran, Esq., in San Diego in the U.S. case. C&K MARKET: Authorized to Sell Sentry Arms Apartments for $780K ---------------------------------------------------------------- U.S. Bankruptcy Judge Frank R. Alley authorized C & K Market, Inc., to sell property located at Sentry Arms Apartments, 635 5th St, Brookings, Oregon, to Frank F. Behnke and Cheryl A. Behnke or their assigns for the gross sales price of $780,000. The property for sale includes approximately 19,840 square foot two-story building referred to as the "Sentry Arms Apartments," along with the related rental agreements for all units currently rented by the Debtor, and certain appliances as listed in the rental agreements. Upon closing, Debtor is authorized to compensate the Court appointed real estate broker, Big Rock, Inc., dba Century 21 Agate Realty, an aggregate commission of 5% of the sale price of the property, without the need for a fee application and without seeking further approval from the Court. The Court, in its order, said that no objections to the motion were received. About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtor is represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtor's financial advisor. Kieckhafer Schiffer & Company LLP serves as advisors and consultants to communicate with lenders, brokers, attorneys and other professionals. Henderson Bennington Moshofsky, P.C., serves as accountants. Watkinson Laird Rubenstein Baldwin & Burgess PC serves as labor counsel. The Debtor hired Great American Group, LLC, to conduct store closing sales. Kurtzman Carson Consultants is the Debtor's noticing agent. An Official Committee of Unsecured Creditors appointed in the Debtor's case has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. CAESARS ENTERTAINMENT: Bank Debt Due April 2021 Trades at 3% Off ---------------------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 97.63 cents-on-the-dollar during the week ended Friday, August 29, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.78 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on April 2, 2021, and carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. CAESARS ENTERTAINMENT: Bank Debt Due March 2021 Trades at 4% Off ---------------------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 96.50 cents-on-the-dollar during the week ended Friday, August 29, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.58 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 875 basis points above LIBOR to borrow under the facility. The bank loan matures on March 1, 2021, and carries Moody's Caa2 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. CAPITAL AUTOMOTIVE: Moody's Affirms 'Ba3' Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service affirmed Capital Automotive LLC's Ba3 corporate family rating following the announcement that the ownership of the company will likely transfer from investors advised by DRA Advisors LLC, to Brookfield Property Partners and its institutional partners. Moody's also affirmed the Ba2 senior secured credit facility and the B1 second lien term loan ratings of Capital Automotive L.P. ('Operating company'), the operating partnership that is 86.7% owned by Capital Automotive LLC. The following ratings were affirmed with stable outlook Capital Automotive LLC; Corporate family rating at Ba3 Capital Automotive LP; Senior secured credit facility at Ba2, Senior secured 2nd lien term loan at B1 Ratings Rationale The announced transaction will transfer ownership of Capital Auto from DRA Advisors' managed funds to Brookfield Property Partners and its institutional partners. The $4.3 billion acquisition price includes all of Capital Auto's existing debt and an additional $400 million debt issuance including $300 million of ABS debt and a $100 million addition to the second lien credit facility. Capital Auto will continue to guarantee the secured facility and second lien borrowings of the operating company. The transaction is expected to close in the fourth quarter of 2014. As planned, the transaction would increase the leverage ratios; however adequate liquidity and a stable fixed charge coverage mitigate some of the risk associated with a more levered capital structure. The company has a $200 million revolver maturing in 2018 and draws have been de-minimus so far. Capital Auto has stable operating cash flows and no debt maturities till 2017, factors that largely offset the likely deterioration in leverage metrics. Capital Auto has a good asset portfolio and a consistent operating record albeit in a specialized retail segment. Capital Auto has 308 properties in 35 states and weighted average rental coverage for the portfolio is strong at 4.0x. Occupancy has been high and the lease maturity schedule is well laddered with less than 12% of the outstanding leases expiring by YE 2017. On the downside, a large portion of the clientele is speculative rated dealerships and finding alternative uses for the assets could be challenging. The long term triple-let lease structure of Capital Auto's portfolio produces strong EBITDA margins and high occupancy with stable and predictable cash flows. Fixed charge coverage has been above 1.6x since 1Q2013 and would likely remain at that level with the proposed transaction. Dividend payout has been high. The future trend for this payout would likely be influenced by Capital Auto's portfolio growth strategy and the new investor's capitalization strategy. The stable rating outlook reflects Moody's expectation that Capital Auto's steady operating performance will provide the company with predictable cash flows to support its debt service. The outlook also reflects Capital Auto's well diversified client base, with a strong rent coverage, and improvements in the performance of auto dealerships in the last few years. Moody's would consider an upgrade if Capital Auto's net debt/EBITDA was below 9x, secured debt as a proportion of gross assets was less than 50% fixed charge coverage was above 1.8x on a consistent basis and the company maintained adequate liquidity to meet obligations for at least 12 months. Deterioration in net debt/EBITDA to above 12.0x, effective leverage (debt+preferred as a % of gross assets) above 80% and fixed charge below 1.5x could lead to a downgrade. Capital Automotive, headquartered in McLean,Virginia, owns and acquires real estate used by multi-franchised auto dealerships and related businesses. As of June 30, 2014, Capital Auto had a portfolio of auto retail assets representing 448 automotive franchises. CAPITAL AUTOMOTIVE: S&P Affirms 'B+' CCR Over Planned Sale ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed all of its ratings on Capital Automotive LLC, including its 'B+' corporate credit rating. The outlook is stable. At the same time, S&P is affirming its 'BB-' issue rating on CARS' first-lien term loan due 2019 and revolving credit facility due 2018. The recovery rating on the senior secured notes remains '2', which indicates S&P's expectations of substantial (70% to 90%) recovery in the event of a payment default. S&P also affirmed its 'B-' issue rating on CARS' second-lien term loan due 2020. The company is adding on $100 million to the second-lien term loan. The recovery rating on this debt remains '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. "Brookfield, a global asset manager with over $109 billion in real estate assets under management, is acquiring CARS from DRA Advisors LLC, a real estate investment firm, in a highly leveraged transaction," said Standard & Poor's credit analyst Michael Souers. Brookfield will control CARS through an investment fund, similar to how it was managed under DRA Advisors. Although S&P expects CARS will issue an incremental $400 million of debt in conjunction with the transaction, S&P believes that financial measures will remain broadly consistent with its existing "aggressive" assessment of CARS' financial risk profile, particularly since S&P expects that the company will be deleveraging somewhat over the coming years. S&P's ratings on privately held McLean, Va.-based Capital Automotive LLC are based on the company's "fair" business risk profile, characterized by its narrow focus on auto dealership properties and exposure to the automotive industry's cyclicality, offset by strong tenant cash flow rental coverage and long average lease terms. CARS invests in real estate, leased primarily to franchised auto dealerships. CARS' auto dealer tenants are exposed to the cyclicality of the auto sector, but because the tenant base is competitive, the portfolio's performance was relatively stable throughout the recent severe downturn. As of June 30, 2014, CARS owned interests in 308 properties in 35 states. Its tenants operate 448 new vehicle franchises, spread across 43 brands, and the portfolio is about 99% leased. S&P currently views a rating change as unlikely over the next 12 months. Favorable automotive conditions are contributing to relatively strong financial performance by Capital Automotive LLC and its subsidiary, Capital Automotive L.P.'s (together, "CARS") auto dealer tenants, affording CARS a stable base of rental income. While the added debt incurred by this transaction results in somewhat more aggressive leverage metrics, S&P expects CARS to deleverage slightly over the coming few years. However, S&P also thinks the limited leeway under financial covenants constrains CARS' financial flexibility. S&P would consider a downgrade if some combination of increased debt, higher interest rates, or weaker financial performance were to cause debt to EBITDA to rise above 13x or fixed-charge coverage to fall below 1.3x on a sustained basis. Under this scenario, S&P would likely revise the financial risk profile to "highly leveraged" from "aggressive". S&P don't expect ratings improvement in the near term given the additional debt incurred for this transaction. In considering the potential for an upgrade, debt to EBITDA of less than 9.5x and fixed-charge coverage of more than 1.7x on a sustained basis would be important benchmarks, as would strengthened coverage of the common dividend. Moreover, S&P believes it would be necessary for CARS to have greater leeway under its financial covenants. (These changes would likely warrant removal of the "negative" comparable ratings assessment.) CARBIDE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Carbide Industries, LLC 314 E. Crittenden Street Groveland, FL 34736 Case No.: 14-09894 Chapter 11 Petition Date: August 28, 2014 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Peter N Hill, Esq. WOLFF HILL MCFARLIN & HERRON PA 1851 West Colonial Drive Orlando, FL 32804 Tel: 407-648-0058 Fax: 407-648-0681 Email: phill@whmh.com Total Assets: $3.06 million Total Liabilities: $5.74 million The petition was signed by John Parrish, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-09894.pdf CAVU/ROCK PROPERTIES: Gold Star's Lien Not Valid, Court Says ------------------------------------------------------------ Bankruptcy Judge Craig A. Gargotta ruled that Gold Star Construction, Inc.'s mechanic's lien against Cavu/Rock Properties Project I, LLC's residential housing development in Bakersfield, California, is invalid and of no effect. The Court said Gold Star's claim against the Debtor should be allowed as unsecured in the amount of $743,382.29. The case is, CAVU/ROCK PROPERTIES PROJECT I, LLC, Plaintiff, v. GOLD STAR CONSTRUCTION, INC., Defendant, ADV. NO. 13-05057-CAG (Bankr. W.D. Tex.). A copy of the Court's August 27, 2014 Memorandum Opinion is available at http://is.gd/HWTqKPfrom Leagle.com. Cavu/Rock Properties Project I LLC, was created to develop a real estate project in Bakersfield, California. It sought bankruptcy (Bankr. W.D. Tex. Case No. 13-51905) in San Antonio, Texas, on July 19, 2013, and sued a development partner to avoid a purported mechanics lien. The San Antonio-based company estimated as much as $10 million in assets and as much as $50 million in debt. The Debtor sued Gold Star in an effort to knock out a mechanics lien of about $1.1 million that Gold Star claimed to have for unpaid invoices. Judge Craig A. Gargotta presides over the case. The Law Offices of William B. Kingman, Esq., serves as the Detor's counsel. A list of the Company's largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/txwb13-51905.pdf The petition was signed by Paul E. Krause, manager. CENTRAL OKLAHOMA: US Trustee Wants More Info on Proposed Counsel --------------------------------------------------------------- The U.S. Trustee requested that the Bankruptcy Court direct Central Oklahoma United Methodist Retirement Facility, Inc., and its proposed counsel Gable Gotwals to provide additional information and disclosures. The U.S. Trustee in its objection to the application to hire Gable Gotwals pointed out that the application, among other things: -- indicated that the Debtor has $50 million or more in assets and $50 million or more in liabilities; -- did not indicate what efforts the Debtor has taken to ensure that the G&G's billing rates are comparable to those of non- bankruptcy practitioners; the number of law firms interviewed by the Debtor; -- did not indicate whether G&G has agreed to any alternative fee arrangements or variations from its customary billing arrangements; whether any of the professionals included in the engagement have varied their rate based on the geographic location of the bankruptcy case; whether the billing rates and financial terms of the engagement have changed post?petition; and whether the debtor has approved a prospective budget and staffing plan, and if so, for what period. The UST believes G&G's disclosure must provide greater detail about the facts and circumstances of the law firm's service as general counsel in light of the "disinterested person" requirement. According to the UST, based on the current information, it appears G&G may be disqualified to serve as legal counsel to the Debtor. About Central Oklahoma United Methodist Central Oklahoma United Methodist Retirement Facility, Inc., dba Epworth Villa, sought protection under Chapter 11 of the Bankruptcy Code on July 18, 2014 (Case No. 14-12995, Bankr. W.D. Okla.). The case is before Judge Sarah A. Hall. The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K. Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals, P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at Gable & Gotwals, P.C., in Oklahoma City, Oklahoma. CENTRAL OKLAHOMA: Files List of 20 Largest Unsecured Creditors -------------------------------------------------------------- Central Oklahoma United Methodist Retirement Facility, Inc., filed with the U.S. Bankruptcy Court for the Western District of Oklahoma a list of its largest unsecured creditors, disclosing: Name of Creditor Nature of Claim Amount of Claim ---------------- --------------- --------------- William Hicks Judgment $10,000,000 Individually & as Guardian ad Litem for Virginia Hicks 14901 N Pennsylvania Ave Apt 276 Oklahoma City, OK 73134 William Hicks Judgment $3,503,349 Individually 14901 N Pennsylvania Ave. Apt 276 Oklahoma City, OK 73134 William Hicks, Guardian Judgment $1,688,166 ad Litem for Virginia Hicks 14901 N Pennsylvania Ave Apt. 276 Oklahoma City, OK 73134 Accord Construction Roof repairs $788,886 13776 Lincoln Blvd Edmond, OK 73013 Medley/Turrentine & Insurance Premiums $413,326 Associates, LLC 3815 N Classen Blvd Oklahoma City, OK 73118-2879 Velma Bessier Trust Refund of entrance $235,303 deposit Summit Care Therapy for skilled $164,138 nursing John Bertoldi Refund of entrance $146,000 deposit John Underwood Refund #321/unit $142,000 pending resale Great American Insurance Worker's $118,043 Group compensation insurance Darvis Craig Refund #356/unit $100,615 pending resale Pat Coker Refund #15B/unit $97,890 pending resale Spellman Brady & Company Construction - $81,074 interior design & furnishings Dowley Security Construction - $73,451 Systems Inc. installation security systems Ben E Keith Foods Food $73,325 Lowell Netherton Refund #280/unit $70,770 pending resale Marjorie Misciagna Refund #204/unit $69,768 pending resale Herbert Kriegel Refund #110/unit $67,687 pending resale Cindy Smith Refund #6B/unit $64,600 pending resale Evelyn "Jack" Potter Refund #205/unit $59,955 pending resale About Central Oklahoma United Central Oklahoma United Methodist Retirement Facility, Inc., dba Epworth Villa, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Okla. Case No. 14-12995) on July 18, 2014. John Harned signed the petition as president and CEO. The Debtor disclosed $117,659,919 in assets and $107,972,621 in liabilities as of the Chapter 11 filing. Gable & Gotwals, P.C., serves as the Debtor's counsel. Judge Sarah A. Hall presides over the case. On July 9, 2014, a judgment was entered in the amount of approximately $15 million against Epworth Villa by Judge Patricia Parrish of the District Court of Oklahoma County, Oklahoma, in Case No. CJ-2011-8387: William Hicks, individually and as Guardian Ad Litem for Virginia Hicks v. Central Oklahoma United Methodist Retirement Facility, Inc. d/b/a Epworth Villa Health Services. The state court held a nonjury trial in the lawsuit, which was filed by a resident who got a fractured wrist and bruises while at the facility. Epworth Villa intends to appeal the Judgment and Hicks desires to defend the appeal to the Oklahoma Supreme Court. CENTRAL OKLAHOMA: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Central Oklahoma United Methodist Retirement Facility, Inc., filed with the U.S. Bankruptcy Court for the District of Arizona its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $76,948,116 B. Personal Property $40,711,803 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $89,214,012 E. Creditors Holding Unsecured Priority Claims $149,043 F. Creditors Holding Unsecured Non-Priority Claims $18,609,566 ----------- ----------- Total $117,659,919 $107,972,621 A copy of the schedules is available for free at http://bankrupt.com/misc/CentralOklahoma_SAL.pdf The Court granted the Debtor an extension until Aug. 6 to file the schedules. Bartronics Asia Pte. Ltd. objected to the extension stating that the Debtors have failed to provide any evidence, much less evidence sufficient to establish cause for the requested extensions of time. Bartronics is represented by: Richard M. Meth, Esq. FOX ROTHSCHILD LLP 75 Eisenhower Parkway, Suite 200 Roseland, NJ 07068 Tel: 973-992-4800 E-mail: rmeth@foxrothschild.com Daniel J. Saval, Esq. Mason C. Simpson, Esq. Shoshana B. Kaiser, Esq. BROWN RUDNICK LLP 7 Times Square New York, NY 10036 Tel: (212) 209-4800 E-mail: dsaval@brownrudnick.com msimpson@brownrudnick.com skaiser@brownrudnick.com About Central Oklahoma United Central Oklahoma United Methodist Retirement Facility, Inc., dba Epworth Villa, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Okla. Case No. 14-12995) on July 18, 2014. John Harned signed the petition as president and CEO. The Debtor estimated assets and liabilities of at least $100 million. Gable & Gotwals, P.C., serves as the Debtor's counsel. Judge Sarah A. Hall presides over the case. On July 9, 2014, a judgment was entered in the amount of approximately $15 million against Epworth Villa by Judge Patricia Parrish of the District Court of Oklahoma County, Oklahoma, in Case No. CJ-2011-8387: William Hicks, individually and as Guardian Ad Litem for Virginia Hicks v. Central Oklahoma United Methodist Retirement Facility, Inc. d/b/a Epworth Villa Health Services. The state court held a nonjury trial in the lawsuit, which was filed by a resident who got a fractured wrist and bruises while at the facility. Epworth Villa intends to appeal the Judgment and Hicks desires to defend the appeal to the Oklahoma Supreme Court. CLAIRE'S STORES: Incurs $20 Million Net Loss in Second Quarter -------------------------------------------------------------- Claire's Stores, Inc., reported a net loss of $20.57 million on $377.82 million of net sales for the three months ended Aug. 2, 2014, compared to a net loss of $20.67 million on $366.70 million of net sales for the three months ended Aug. 3, 2013. The increase in net sales was attributable to new store sales, a favorable foreign currency translation effect on the Company's non-U.S. sales and an increase in shipments to franchisees, partially offset by the effect of store closures and lower same store sales. For the six months ended Aug. 2, 2014, the Company reported a net loss of $58.71 million on $731.17 million of net sales compared to a net loss of $47.25 million on $720.71 million of net sales for the six months ended Aug. 3, 2013. As of Aug. 2, 2014, the Company had $2.67 billion in total assets, $2.81 billion in total liabilities and a $141.15 million stockholders' deficit. As of Aug. 2, 2014, cash and cash equivalents were $29.5 million, including restricted cash of $2.4 million. A copy of the press release is available for free at: http://is.gd/oPtk6B About Claire's Stores Claire's Stores, Inc. is a specialty retailer of fashionable jewelry and accessories for young women, teens, tweens and girls ages 3 to 35. The Company operates through its stores under two brand names: Claire's(R) and Icing(R). As of Aug. 2, 2014, Claire's Stores, Inc. operated 3,052 stores in 17 countries throughout North America and Europe. The Company also franchised 436 stores in 30 countries primarily located in the Middle East, Central and Southeast Asia and Central and South America. More information regarding Claire's Stores is available on the Company's corporate Web site at www.clairestores.com. Claire's Stores disclosed net income of $1.28 million on $1.55 billion of net sales for the fiscal year ended Feb. 2, 2013, as compared with net income of $11.63 million on $1.49 billion of net sales for the fiscal year ended Jan. 28, 2012. Bankruptcy Warning The Company said the following statement in its annual report for the fiscal year ended Feb. 2, 2013. "If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default: * the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; * the lenders under our Credit Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and * we could be forced into bankruptcy or liquidation," according to the Company's annual report for the fiscal year ended Feb. 2, 2013. * * * As reported by the TCR on Oct. 1, 2012, Moody's Investors Service upgraded Claire's Stores, Inc.'s Corporate Family and Probability of Default ratings to Caa1 from Caa2. The upgrade of Claire's Corporate Family Rating to Caa1 reflects its ability to address its substantial term loan maturity in 2014 by refinancing it with a $625 million add-on to its existing senior secured first lien notes due 2019. Claire's Stores, Inc., carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. CLEAREDGE POWER: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 17 reappointed these creditors to be members of the official committee of unsecured creditors in the Chapter 11 cases of ClearEdge Power Inc. and two affiliates: (1) ABB, Inc. Galit Mizrahi 8585 Trans-Canada Highway Saint-Laurent, QC Canada H45126 (2) Estes Express Lines Nicole Washington or Wendy Belcher 3901 West Broad Street Richmond, VA 23230 (3) Kelly Services, Inc. Jody McLeod 999 West Big Beaver Troy MI, 48084 The U.S. trustee, a Justice Department agency that oversees bankruptcy cases, initially appointed five unsecured creditors to serve in the committee on May 22. The two other creditors that were previously appointed are Minnesota-based Metro Mold & Design LLC and London-based Johnson Matthey Fuel Cells Limited. About ClearEdge Power Sunnyvale, California-based ClearEdge Power Inc. and two other affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose. Affiliates ClearEdge Power, LLC, and ClearEdge Power International Service, LLC, are based in South Windsor, Connecticut, where the manufacturing operations are located. Privately held ClearEdge designs, manufactures, sells and services distributed generation fuel cell systems for commercial, industrial, utility and residential applications. ClearEdge bought United Technologies Corp.'s UTC Power division in late 2012. ClearEdge sought bankruptcy protection just a week after shutting operations. John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as counsel to the Debtors. Insolvency Services Group, Inc., serves as noticing and claims agent. ClearEdge Power disclosed $31,271,670 in assets and $67,414,779 in liabilities as of the Chapter 11 filing. Power Inc. estimated $100 million to $500 million in both assets and debts. The petitions were signed by David B. Wright, chief executive officer. On May 22, 2014, the U.S. Trustee for Region 17 appointed five creditors to serve in the Committee. The Committee has hired Brown Rudnick as Counsel and Teneo Securities as financial advisors. CLOUDEEVA INC: Meeting of Creditors Set for Thursday ---------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, will convene a meeting of creditors in the Chapter 11 case of Cloudeeva, Inc., on Sept. 4, at 2:00 p.m. The meeting will be held at Office of the U.S. Trustee, Clarkson S. Fisher Building and Courthouse, 402 East State Street, Room 129, Trenton, New Jersey. The Court also set Dec. 3, as the deadline for any individual or entity to file proofs of claim against the Debtor. The bar date is applicable to all creditors except for governmental units. The Debtor is represented by: Kenneth A. Rosen, Esq. Jeffrey D. Prol, Esq. Ira M. Levee, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. Cloudeeva estimated assets of at least $10 million and debt of less than $10 million. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The cases are assigned to Judge Kathryn C. Ferguson. The Debtors are seeking joint administration of their Chapter 11 cases for procedural purposes. The Debtors have tapped Lowenstein Sandler LLP as counsel, and Kurtzman Carson Consultants LLC as claims and noticing agent. According to the docket, the Debtors' exclusive right to file a plan expires on Nov. 18, 2014. CLUB AT SHENANDOAH: Gets Approval to Sell Assets to Kort & Scott ---------------------------------------------------------------- The Club at Shenandoah Springs Village, Inc., received court approval to sell the majority of its assets to Kort & Scott Financial Group, LLC. The assets acquired by Kort & Scott include a real property located in Thousand Palms, California, improvements and fixtures, and personal properties. The Club at Shenandoah owns and operates a sprawling and thriving retirement community in Thousand Palms, which is populated by 1,816 homeowners. California-based Kort & Scott, which emerged as the winning bidder, offered to buy the assets for $18.025 million, beating out rival bidders Brixton Financial AC, LLC, and a group of companies led by Follettusa, Inc. Brixton made an $18 million offer while the other bidder offered to buy the assets for $15 million. The commission and fees owed to Venturi & Company LLC, financial adviser of The Club at Shenandoah, will be paid from the proceeds of the sale, according to the court order signed by Judge Mark Houle of the U.S. Bankruptcy Court for the Central District of California. A copy of the court order is available without charge at http://is.gd/QF8Dzt About The Club At Shenandoah Springs Village The Club At Shenandoah Springs Village, Inc., owns The Club At Shenandoah Springs Village, a golf and leisure resort in Thousand Palms, a desert region of Central California. It filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on Dec. 3, 2012. The Debtor estimated both assets and liabilities of between $10 million and $50 million. Judge Mark D. Houle presides over the case. Daniel A. Lev, Esq., and Steven Worth, Esq., at SulmeyerKupetz, in Los Angeles, Calif., represent the Debtor as counsel. CLOUDEEVA INC: BAPL Balks at Factoring Agreement with Prestige -------------------------------------------------------------- Bartronics Asia Pte. Ltd. Insists that Cloudeeva, Inc., et al.'s motion for approval of a factoring and financing agreement with Prestige Capital Corp. should be denied. BAPL, majority shareholder of Cloudeeva Florida and a creditor of Cloudeeva Delaware, said in its supplemental objection that the motion should be denied for several reasons, including: 1. the Debtors' proposed budget contains inappropriate, excessive, and/or unjustifiable expenses; and 2. the factoring arrangement is exorbitantly expensive, and violates Section 364(c) Of The Bankruptcy Code. As reported in the Troubled Company Reporter on July 24, 2014, the Debtors have sought approval to keep their factoring agreement with Prestige Capital Corp. in order to meet their payroll obligations to employees. Historically, the Debtors did not have any secured debt. However, the California Superior Court on October 15, 2013, in connection with a lawsuit filed by Bartronics Asia Pte Ltd., granted a preliminary injunction prohibiting the Debtors from encumbering any assets of Cloudeeva as collateral for any loan pending the outcome of the litigation. In order to meet operating expenses, the Debtors obtained approval from the California court to factor their receivables on a limited basis. Pursuant to the factoring agreement, Prestige would pay the Debtors 80% of the face value of the accounts sold under the factoring agreement up to a maximum amount of $2 million. Prestige would then hold in reserve the difference between the purchase price for the receivables purchased and the 80% down payment. Provided that there were no outstanding chargebacks or disputes, Prestige would pay the reserve, less any sums due Prestige within five business days of the date on which the accounts were collected. Prestige would earn a fee on each account purchased based on a sliding scale depending on when the account was collected. The obligations due to Prestige are also secured by a lien on the Debtors' accounts, inventory, machinery and equipment and general intangibles. The obligations are further secured by the personal guarantee of Chairman and CEO Adesh Tyagi. The Debtors propose to enter into a factoring agreement postpetition on substantially the same terms as the prepetition factoring agreement. The Debtors have sought alternate financing with which to finance their operations, but have been unable to obtain financing on any other terms due to concerns about the continued viability of the Debtors given the rescission claims asserted by BAPL in the California litigation. Without financing from the factoring of receivables, the Debtors would be unable to meet payroll due Aug. 15 or other necessary operating expenses. About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. Cloudeeva estimated assets of at least $10 million and debt of less than $10 million. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The cases are assigned to Judge Kathryn C. Ferguson. The Debtors are seeking joint administration of their Chapter 11 cases for procedural purposes. The Debtors have tapped Lowenstein Sandler LLP as counsel, and Kurtzman Carson Consultants LLC as claims and noticing agent. According to the docket, the Debtors' exclusive right to file a plan expires on Nov. 18, 2014. CLOUDEEVA INC: Bartronics Asia Wants Chapter 11 Trustee ------------------------------------------------------- Bartronics Asia Pte. Ltd. asks the U.S. Bankruptcy Court to order the appointed of Chapter 11 trustee in the cases of Cloudeeva, Inc., et al.; or, in the alternative, dismissal of the cases. BAPL tells the Bankruptcy Court that Adesh Tyagi, a convicted felon and the purported CEO and chairman of the Debtors, cannot be trusted to act as a fiduciary of the Debtors and their estates during the course of the cases. In fact, Mr. Tyagi, who pled guilty in 2012 to grand theft embezzlement, was facing the very real risk of being forcibly removed from his position of control when he caused the Chapter 11 petitions to be filed on the eve of a hearing in the Superior Court of California on BAPL's motion to appoint a receiver to take over the management of Cloudeeva Delaware BAPL, majority shareholder of Cloudeeva Florida and a creditor of Cloudeeva Delaware, says that it has determined that to provide proper evidentiary support for the trustee motion, it is necessary to cite to documents produced to BAPL in the California Proceedings, a substantial portion of which were designated as confidential by the Debtors. The Debtors' counsel has agreed to permit BAPL to utilize the California Documents in support of the trustee motion, so long as the trustee motion and any attached California Documents are filed under seal. In this connection, BAPL requests that the Court authorize the filing under seal of those documents. About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. Cloudeeva estimated assets of at least $10 million and debt of less than $10 million. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The cases are assigned to Judge Kathryn C. Ferguson. The Debtors are seeking joint administration of their Chapter 11 cases for procedural purposes. The Debtors have tapped Lowenstein Sandler LLP as counsel, and Kurtzman Carson Consultants LLC as claims and noticing agent. According to the docket, the Debtors' exclusive right to file a plan expires on Nov. 18, 2014. COLDWATER CREEK: Has Until Nov. 10 to File Plan ----------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware extended Coldwater Creek, Inc., et al.'s exclusive periods for filing of a Chapter 11 plan and solicitation of that plan through Nov. 10, 2014, and Jan. 6, 2015, respectively; provided, however, that after Sept. 1, 2014, the Debtors and the Official Committee of Unsecured Creditors will each have the right to propose and solicit acceptances of a Chapter 11 plan. The Court has approved the disclosure statement explaining the Debtors' Amended Joint Plan of Liquidation and a hearing to consider confirmation of the Plan is currently scheduled for Sept. 17. The Debtors expect that the Plan will be confirmed by Sept. 17, but, out of abundance of caution, filed the extension request with the support of the Creditors' Committee. 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. COLOR STARGROWERS: Regions Bank Withdraws Bid for Stay Relief ------------------------------------------------------------- Regions Bank, as administrative agent acting for and on behalf of Regions and Comerica Bank, secured creditors and parties-in - interest, notified the Bankruptcy Court of its withdrawal of motion for relief from automatic stay as to Color Star Growers Of Colorado, Inc., et al.'s remaining assets constituting prepetition collateral and their proceeds. On March 6, 2014, Regions filed its motion for relief from stay. According to Regions Bank, the motion for relief has been resolved by the Court's entry of order approving motion for approval of compromise and settlement pursuant to Bankruptcy Rule 9019. As reported in the Troubled Company Reporter on April 2, 2014, Regions wanted to pursue all rights and remedies available to the Lenders under the loan documents and applicable law, including, among other things, remedies of foreclosure and public or private sale. The remaining collateral is believed to have a face value of approximately $4.093 million at this time. The Debtors were borrowers from the Lenders prior to the Petition Date on revolving and term loans made pursuant to a Nov. 15, 2012 credit agreement and related loan documents. As of the Petition Date, the Debtors owed the Lenders $42.2 million under the Credit Documents. To secure repayment of the loans made by the Lenders under the Credit Documents, the Debtors granted to Regions first priority liens on and security interests in substantially all of the Debtors' assets. Pursuant to orders entered by the Court on Jan. 14, 2014, the Debtors closed on the sale of substantially all of their real and personal property assets, with the limited exception of certain excluded assets like accounts receivable, insurance proceeds, and cash, and ceased all business operations thereafter. The Debtors' sale generated approximately $13.4 million in gross sales proceeds. Regions, in a filing dated March 6, 2014, claims that: a. the proceeds from the sale was wholly insufficient to satisfy the indebtedness owed to the Lenders under the Loan Documents; b. the Debtors no longer have any operations, and as a result, have no employees, no operating assets, and no unencumbered assets or sources of revenue or funding to finance any future endeavors or reorganization efforts; and c. the Official Committee of Unsecured Creditors has on information and belief incurred professional fees for its lawyers and financial advisors that is greatly in excess of that permitted under prior cash collateral orders. On March 20, 2014, the Committee and the Debtors each filed objections to the Lenders' stay motion. The Committee stated in its court filing that the parties have been engaged in ongoing settlement discussions. "A key issue in such settlement talks has been the Committee's supplemental objection and motion, which seeks the reconsideration of an order purporting to allow the Lenders an automatic adequate protection claim secured with post- petition liens on certain assets of the estates the Lenders did not previously have a security interest in. The hearing on this matter is set for April 14, 2014 . . . . Also, as this Court has previously been advised, the Committee is in the midst of an extensive investigation regarding the facts and circumstances related to the Debtors' operations in 2012 and 2013. Recently, significant progress has been made. Although assets of the Debtors were sold quickly after the Petition Date, there are a number of estate causes of action that must be investigated," Raymond J. Urbanik, Esq., at Munsch Hardt Kopf & Harr, P.C., the attorney for the Committee said. The Debtors stated in their objection that the Court established April 17, 2014, as the administrative expense bar date and the deadline by which the Debtors must challenge the liens and underlying debt asserted by Regions. Until expiration of that bar date -- and the Challenge Period -- it is impossible to say that the Debtors cannot confirm a Chapter 11 plan, the Debtors said. The Retained Assets may be necessary to fund a successful Chapter 11 liquidating plan. The Debtors are still investigating all causes of action against Regions and Comerica. On March 25, 2014, the Lenders responded to the objections, stating that the Committee's objection asserts fears and concerns regarding the validity of Regions' pre-petition and post-petition liens on certain commercial tort claims. Without releasing any claims and while reserving all rights, Regions agrees to exclude the Debtors' commercial tort claims from relief sought in its stay motion. According to Regions, the expiration of the Challenge Period is not a prerequisite to relief from stay, and the status of the investigations causes of action against the Lenders, and other third parties is irrelevant. Any counterclaims or defenses not directly related to the lift stay proceeding must be addressed in an alternative proceeding. The Committee's argument that the Lenders may not be entitled to all the sale proceeds because the Debtors may have accrued "sweat equity" in the proceeds of inventory sold is meritless, Regions said. The Committee has not submitted any evidence that suggests the Lenders do not have a properly perfected lien in all of the collateral for which relief is sought in the stay motion. Regions stated in its March 25 court filing that the Debtors do not have any money that is not the Lenders' cash collateral. The Lenders do not anticipate agreeing to further extension of the cash collateral use, which expires on March 31, 2014, considering the case stagnation and rampant accrual of unbudgeted professional fees by the Committee. The Lenders do not believe that the Debtors possess any assets with which to adequately protect the Lenders' for the use of the Lenders' cash collateral. Without the use of the Lenders' cash collateral, the Debtors cannot satisfy administrative claims, and therefore cannot confirm a liquidating plan of reorganization. About Color Star Color Star, a grower and wholesaler of flowers and nursery stock with greenhouses and distribution centers in Colorado, Missouri and Texas, filed for Chapter 11 bankruptcy protection in December 2013. Color Star Growers of Colorado, Inc., and two affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 13-42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas. The petitions were signed by Brad Walker, chief restructuring officer. The Debtors estimated assets of at least $10 million and liabilities of at least $50 million. Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne Sewell LLP, serve as the Debtors' counsel. Simon, Ray & Winikka LLP serves as special conflicts counsel. SSG Advisors, LLC provides investment banking services, and UpShot Services LLC serves as claims, noticing and balloting agent. The Official Committee of Unsecured Creditors appointed in the Debtors' cases retained Gavin/Solmonese, LLC as financial advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq., Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt Kopf & Harr, PC as attorneys. COPYTELE INC: To Change Company Name to ITUS Corporation -------------------------------------------------------- CopyTele, Inc., disclosed with the U.S. Securities and Exchange Commission that on Sept. 2, 2014, the Company will officially change its name to ITUS Corporation. Effective at the start of trading on Sept. 2, 2014, the Company's shares will trade on the OTCQB market under the new name, and the new stock symbol will be ITUS. Robert Berman, the Company's president and CEO stated, "In Greek mythology, ITUS was the God of Protection. Since we build and protect patented technologies, the new name is appropriate for our business. Plus, it's time to re-brand the Company, as we enter the next phase in our continuing efforts to position the Company for long term success." On September 2, the Company's Web site will be accessible at http://www.ITUScorp.com/ About CopyTele Melville, N.Y.-based CopyTele, Inc.'s principal operations include the development, production and marketing of thin flat display technologies, including low-voltage phosphor color displays and low-power passive E-Paper(R) displays, and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over several communications media. CopyTele incurred a net loss of $10.08 million for the year ended Oct. 31, 2013, a net loss of $4.25 million for the year ended Oct. 31, 2012, and a net loss of $7.37 million for the year ended Oct. 31, 2011. CROWN POLYMERS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Crown Polymers, L.L.C. 11111 Kiley Dr. Huntley, IL 60142 Case No.: 14-82603 Chapter 11 Petition Date: August 22, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Rockford) Judge: Hon. Thomas M. Lynch Debtor's Counsel: Richard G Larsen, Esq. SPRINGER BROWN, LLC 400 South County Farm Road, Suite 330 Wheaton, IL 60187 Tel: 630-510-0000 Fax: 630-510-0004 Email: rlarsen@springerbrown.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Floyd Dimmick, manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb14-82603.pdf CRUMBS BAKE SHOP: Can Employ Prime Clerk as Claims Agent -------------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey authorized Crumbs Bake Shop, Inc., et al., to employ Prime Clerk LLC as the official claims and noticing agent. 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. CTI BIOPHARMA: Had $5MM Estimated Net Fin'l Standing at July 31 --------------------------------------------------------------- CTI BioPharma Corp. or CTI Parent Company disclosed with the U.S. Securities and Exchange Commission that its estimated and unaudited net financial standing as of July 31, 2014, was $5 million. The total estimated and unaudited net financial standing of CTI Consolidated Group as of July 31, 2014 was $5.5 million. Cash and cash equivalents of CTI Parent Company were $25 million at July 31, 2014. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $4.3 million as of July 31, 2014. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $5.4 million as of July 31, 2014. During July 2014, there were solicitations for payment only within the ordinary course of business and there were no injunctions or suspensions of supply relationships that affected the course of normal business. During the month of July 2014, the Company's common stock, no par value, outstanding decreased by 12,000 shares. Consequently, the number of issued and outstanding shares of Common Stock as of July 31, 2014, was 149,933,210. A full-text copy of the press release is available for free at: http://is.gd/amEOXU About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. Cell Therapeutics reported a net loss attributable to common shareholders of $49.64 million in 2013, a net loss attributable to common shareholders of $115.27 million in 2012 and a net loss attributable to common shareholders of $121.07 million in 2011. The Company's balance sheet at Dec. 31, 2013, showed $93.72 million in total assets, $37.50 million in total assets, $13.46 million in common stock purchase warrants and $42.75 million in total shareholders' equity. Going Concern "Our independent registered public accounting firm included an explanatory paragraph in its reports on our consolidated financial statements for each of the years ended December 31, 2007 through December 31, 2011 regarding their substantial doubt as to our ability to continue as a going concern. Although our independent registered public accounting firm removed this going concern explanatory paragraph in its report on our December 31, 2012 consolidated financial statements, we expect to continue to need to raise additional financing to develop our business and satisfy obligations as they become due. The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company said in its annual report for the year ended Dec. 31, 2013. The Company also said it may not be able to maintain its listings on The NASDAQ Capital Market and the MTA in Italy, or trading on these exchanges may otherwise be halted or suspended. "Maintaining the listing of our common stock on The NASDAQ Capital Market requires that we comply with certain listing requirements. We have in the past and may in the future fail to continue to meet one or more listing requirements." Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications and patents relating to intellectual property for PIXUVRI, pacritinib and tosedostat. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio, which uses polymers that are linked to drugs known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights," the Company stated in the 2013 Annual Report. CUMULUS MEDIA: S&P Revises Outlook to Stable & Affirms 'B' CCR -------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Atlanta, Ga.-based Cumulus Media Inc. to stable from positive. S&P also affirmed its 'B' corporate credit and existing debt ratings on the company. The outlook revision reflects S&P's expectation that leverage will remain elevated, above 6x, over the next 12 to 18 months. S&P now expects that leverage will be roughly 6.5x at the end of the year as a result of modest core revenue declines and continued spending on investment initiatives. The ratings on Cumulus incorporate Standard & Poor's assessment that the radio broadcaster has a "fair" business risk profile, given its healthy EBITDA margin despite secular pressure on radio advertising revenue. S&P views Cumulus' financial risk profile as "highly leveraged," reflecting its mid-6x debt-to-EBITDA ratio, which is consistent with the 5x-or-higher range that S&P associates with a highly leveraged financial profile. "We see the potential for weak industry fundamentals to result in revenue erosion over the intermediate-to-long term. Cumulus owns and operates approximately 460 stations in 95 markets, making it the second-largest diversified radio broadcaster, based on the number of stations. We consider the company's business risk profile "fair" because of its healthy EBITDA margin and discretionary cash flow generation. The company is exposed to competition from alternative media, risks to ad rate integrity, and obstacles to significant growth in digital revenue contribution. Digital revenue currently only accounts for about 5% of total industry revenue and only about 4% for Cumulus. We expect Cumulus' partnership with Pulser Media, the parent company of Internet radio broadcaster Rdio, will lead to healthy growth in digital revenue, but that digital will remain a small portion of total revenue. The consolidated company's good geographic diversity and competitive position in midsize and large markets do not offset these risks," S&P said. Despite the company repaying more than $210 million of debt and preferred stock since the end of 2012, leverage remains high, in the mid-6x area. Adjusted leverage is in line with the debt-to- EBITDA ratio of greater than 5x that would indicate a "highly leveraged" financial risk profile. S&P expects leverage will moderate slightly to the mid-6x area by the end of 2014 as a result of debt repayment and higher political advertising. S&P expects EBITDA coverage of interest will also improve to the mid- 2x area by the end of 2014 as a result of lower debt balances and lower interest rates on the company's debt. DAYBREAK OIL: Borrows Additional $2.2 Million From Maximilian ------------------------------------------------------------- Daybreak Oil and Gas, Inc., disclosed in a filing with the U.S. Securities and Exchange Commission that effective Aug. 21, 2014, the Company negotiated an additional advance of $2,200,000 under its credit facility with Maximilian Resources LLC. Advances made by the Lender under the Amended and Restated Loan and Security Agreement dated as of Aug. 28, 2013, had already exceeded the Lender's minimum commitment. Furthermore, the Lender agreed to temporarily decrease the required monthly payment made by the Company until a savings of $1,000,000 is realized by the Company. Additionally, the interest rate applicable to the loan under the credit facility was reduced from 12% per annum to 9% per annum. The Lender also agreed to decrease the default interest rate by 3%. The combined $3,200,000 in additional capital will be used by the Company to drill up to four development wells on its Twin Bottom Fields acreage in Kentucky and to loan funds to its Kentucky drilling partner, App Energy, LLC, for its portion of the anticipated four additional wells. The additional advance, the reduction in the required monthly payment and the reduction in the interest rate were facilitated through the Company's acquisition of 5,694,823 shares of Daybreak common stock held by the Lender, which were originally issued in connection with the Amended and Restated Loan and Security Agreement dated as of Aug. 28, 2013. The repurchased shares were cancelled and restored to the status of authorized but unissued stock. The Lender will continue to hold warrants to purchase up to 6,550,281 shares of common stock of the Company, also issued in connection with the Loan Agreement. The Company paid for the share repurchase transaction through an advance under the Loan Agreement, adding to the outstanding principal balance of the Loan. To accomplish this transaction, the Company entered into a First Amendment to Amended and Restated Loan and Security Agreement and Share Repurchase Agreement with the Lender under its Amended and Restated Loan and Security Agreement dated as of Aug. 28, 2013. James F. Westmoreland, president and chief executive officer, commented, "As a result of this transaction, we were able to favorably amend our Loan Agreement. This transaction provides Daybreak with the capital needed to continue drilling in Kentucky. Additionally, the repurchase of Maximilian's Shares will increase stockholder value by significantly reducing the number of common shares outstanding. We look forward to continuing our drilling programs in Kentucky and California as we steadily continue building value for our shareholders." About Daybreak Oil Daybreak Oil and Gas, Inc. is an independent oil and natural gas exploration, development and production company. The Company is headquartered in Spokane, Washington and has an operations office in Friendswood, Texas. The Company's common stock is quoted on the OTC Bulletin Board market under the symbol DBRM.OB. Daybreak has over 20,000 acres under lease in the San Joaquin Valley of California. Daybreak Oil incurred a net loss available to common shareholders of $1.54 million for the year ended Feb. 28, 2014, a net loss available to common shareholders of $2.39 million for the year ended Feb. 28, 2013, and a net loss available to common shareholders of $1.59 million for the year ended Feb. 29, 2012. The Company's balance sheet at May 31, 2014, showed $12.94 million in total assets, $16 million in total liabilities and a $3.05 million total stockholders' deficit. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that Daybreak Oil and Gas, Inc. suffered losses from operations and has negative operating cash flows, which raises substantial doubt about its ability to continue as a going concern. DETROIT, MI: Judge Threatens Kirkland, Syncora with Sanctions ------------------------------------------------------------- Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, issued on Aug. 28, 2014, an order directing Syncora Guarantee Inc. and Syncora Capital Assurance Inc. and its counsel, Kirkland & Ellis LLP, to show cause why sanctions should not be imposed on them under Rule 9011 of the Federal Rules of Bankruptcy Procedure and 28 U.S.C. Section 1927. Judge Rhodes, the 22-page opinion, said that he has observed that the attorneys for the many parties have consistently and uniformly conducted themselves with the highest degree of professionalism and civility but that achievement came to an end when Syncora filed its second supplemental objection to the city's plan of adjustment on Aug. 12, when it asserted, without colorable basis, that two of the Court's mediators in the case -- Chief U.S. District Judge Gerald Rosen and attorney Eugene Driker -- are biased in favor of the creditors with pension claims and against the financial creditors. Judge Rhodes found that Syncora's allegations concerning the mediators are scandalous and defamatory and that Syncora's highly personal attack on Chief Judge Rosen was legally and factually unwarranted, unprofessional and unjust. Syncora and its attorneys are given until Sept. 12 to file a response to the show cause order. A full-text copy of Judge Rhodes' 22-page opinion is available at http://bankrupt.com/misc/DETROITord0828.pdf About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DOTS LLC: Court Vacates Order Approving Togut Segal --------------------------------------------------- The Bankruptcy Court entered an order vacating the order dated April 15, 2014, approving the employment of Togut, Segal & Segal LLP as special counsel for Dots, LLC, et al. As reported in the Troubled Company Reporter, the Hon. Donald H. Steckroth authorized the employment of Togut Segal as special co- counsel effective Mar. 25, 2014. Togut Firm was tapped to investigate, analyze and prosecute preference claims in favor of the Debtors' estates on a contingency fee basis. About DOTS LLC Dots is a retailer of fashionable clothing, accessories, and footwear for price-conscious women. Dots provides missy and plus size choices to fashion savvy 25 to 35 year old women at approximately 400 retail stores throughout the Midwest, East, and South United States. Dots' workforce includes 3,500 individuals in their stores, distribution center, and corporate headquarters. Dots, LLC, and its affiliates sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14-11016) on Jan. 20, 2014, to sell some or all of their assets. Lowenstein Sandler LLP serves as counsel to the Debtors. PricewaterhouseCoopers LLP is financial advisor and investment banker. Donlin, Recano & Company, Inc., is the claims and notice agent. As of the Petition Date, the Debtors have outstanding secured debt owed to senior lender Salus Capital Partners, LLC, of which $14.5 million remains outstanding under a revolving facility and $16.1 million is owed under a term facility. The Debtors also have not less than $17 million outstanding under subordinated term loan agreements with Irving Place Capital Partners III L.P. ("IPC") and related entities. Moreover, the Debtors have aggregate unsecured debts of $47.0 million. The Debtors disclosed $51,574,560 in assets and $85,442,656 in liabilities as of the Chapter 11 filing. Salus, the prepetition senior lender and the DIP lender, is represented by Morgan, Lewis & Bockius, LLP. The prepetition subordinated lenders are represented by Okin Hollander & DeLuca, LLP. The Company has arranged to borrow $36 million to keep operating as it reorganizes under court protection. Otterbourg P.C. serves as counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. ENERGY FUTURE: Fee Committee Hires Godfrey & Kahn as Counsel ------------------------------------------------------------ The Fee Committee of Energy Future Holdings Corp. and its debtor- affiliates seek authorization from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to retain Godfrey & Kahn, S.C. as its counsel, nunc pro tunc to the date of the Fee Committee's formation. Godfrey & Kahn will provide a broad range of legal and administrative support services to the Fee Committee. It is anticipated that these services will include representing the Fee Committee in connection with: (a) monitoring, reviewing and, where appropriate, objecting to all applications for professional fees and expenses filed by retained professionals; (b) establishing measures to help the Court ensure that compensation and expenses paid by the estates are reasonable, actual, and necessary under the Bankruptcy Code and (i) 11 U.S.C. sections 328, 329, 330, and 331 as applicable; (ii) Rule 2016 of the Federal Rules of Bankruptcy Procedure; (iii) Rule 2016.2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware; (iv) and Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. section 330 for Attorneys in Large Chapter 11 Cases, 78 Fed. Reg. No. 116, page 36248 (June 17, 2013) (the "Guidelines"); (v) any Order entered by this Court governing the Fee Committee (the "Fee Committee Order"); and any Order entered by this Court governing the procedures for interim monthly compensation and the reimbursement of expenses of professionals (the "Interim Compensation Order"); (c) reviewing and assessing all monthly statements, interim and final professional fee applications, whenever filed, submitted by Retained Professionals, since the inception of the Chapter 11 cases and until otherwise ordered by the Court; (d) filing comments on the Court's docket regarding any professional fee application; (e) communicating concerns regarding any professional fee application to the retained professional to whom the professional fee application pertains, and requesting further information as appropriate; (f) requiring that retained professionals provide budgets, staffing plans, or other information to the Fee Committee; (g) establishing procedures for the resolution of disputes with retained professionals concerning professional fee applications; (h) establishing procedures, including the use of specific electronic data formats, forms, and billing codes, to facilitate preparation and review of professional fee applications; (i) negotiating with retained professionals regarding objections to interim and final fee applications, and monthly fee statements, and consensually resolving such objections where appropriate, all pursuant to Court approval; (j) presenting reports, on a timely basis, to the retained professionals with respect to the Fee Committee's review of interim and final fee applications before filing an objection to any application for compensation; (k) periodically, in the Fee Committee's discretion, filing summary reports with the Court concerning the retained professionals' professional fee applications; (l) appearing and being heard on any matter before the Court concerning Fee Committee matters as set forth in the Fee Committee Order; (m) serving, filing and litigating, if necessary, objections to the allowance or payment of fees or reimbursement of expenses in a professional fee application; (n) serving objections to monthly fee statements, in whole or in part, precluding the payment of the amount questioned as provided in any Interim Compensation Order; (o) taking, defending, or appearing in any appeal regarding a professional fee application; (p) conducting discovery, including filing and litigating discovery motions or objections concerning Fee Committee matters as set forth in the Fee Committee Order; and (q) retaining, subject to Court approval, other professionals and consultants to represent or assist the Fee Committee in connection with any of the foregoing. The parties, subject to the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Fee Committee Order, and orders of the Court, propose to have the Debtors compensate Godfrey & Kahn and the Independent Member with a flat fee of $250,000 in the aggregate each month. Debtors shall pay Godfrey & Kahn prospectively on the first day of each calendar month. -- this $250,000 amount will not include the reasonable expenses of Godfrey & Kahn or the Independent Member or the fees and expenses of any other consultants or auditors retained by the Fee Committee or subsequently retained. -- the Independent Member will be compensated, from the payment made to Godfrey & Kahn, $50,000 per month to the Independent Member for its services, subject to adjustment as agreed by the Independent Member and the Firm. The compensation paid to the Independent Member does not represent "shared" compensation under 11 U.S.C. section 504 because the Independent Member and Godfrey & Kahn are being compensated, separately, for their separate services actually rendered. The single payment is an administrative convenience, disclosed here under Bankruptcy Rule 2016. Notwithstanding the payment arrangements both Godfrey & Kahn and the Independent Member will apply, retrospectively and at least every four months, to the Court for the interim and final allowance of compensation and reimbursement of expenses. Godfrey & Kahn's interim and final fee applications will show its regular hourly rates, ranging from $295 to $585 for attorneys, in accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Guidelines, and any otherwise applicable administrative orders and guidelines. Godfrey & Kahn will also be reimbursed for reasonable out-of- pocket expenses incurred. Katherine Stadler, shareholder of Godfrey & Kahn, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the motion on Sept. 16, 2014, at 11:00 a.m. Objections, if any, are due Sept. 9, 2014, at 4:00 p.m. Godfrey & Kahn can be reached at: Katherine Stadler, Esq. GODFREY & KAHN, S.C. One East Main Street Madison, WI 53703 Tel: (608) 257-3911 Fax: (608) 257-0609 About Energy Future 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. EP MINERALS: Amended Debt No Impact on Moody's 'B3' CFR ------------------------------------------------------- Moody's Investors Service said that EP Minerals, LLC's amended debt structure will not affect the company's B3 Corporate Family Rating (CFR) or debt ratings. EP Minerals has upsized its first lien term loan by $5 million to $180 million and correspondingly decreased its second lien term loan by $5 million to $70 million. EP Minerals, headquartered in Reno, Nevada, produces diatomaceous earth (DE), perlite filter aids, and clay absorbents. These products are predominately used as filtration media, functional additives, and absorbents. The company has six production facilities located in the United States. Revenues for the twelve months ended May 31, 2014, were approximately $188 million. EVENT RENTALS: Ch. 11 Liquidation Plan Confirmed ------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware, on Aug. 27, 2014, issued an order confirming the first amended Chapter 11 plan of liquidation for After-Party2, Inc., f/k/a Event Rentals, Inc., and its affiliated debtors. 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 0.015% of the allowed claim. Bill Rochelle, the bankruptcy columnist for Bloomberg News, and Sherri Toub, a Bloomberg News writer, recalled that Event Rentals was sold in May to Apollo Global Management LLC for about $125.3 million cash plus assumption of specified liabilities. Unsecured creditors are projected to get 2 percent on approved claims of about $29 million, the Bloomberg reporters said. The Bankruptcy Court approved the disclosure statement explaining the Plan on July 17. The Plan is jointly proposed by the Official Committee of Unsecured Creditors. 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. FCC HOLDINGS: Meeting to Form Creditors' Panel Set for Sept. 5 -------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on Sept. 5, 2014, at 11:30 a.m. in the bankruptcy case of FCC Holdings, Inc., et al. The meeting will be held at: J. Caleb Boggs Federal Building 844 King St., Room 5209 Wilmington, DE 19801 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. About FCC Holdings FCC Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on Aug. 25, 2014. Headquartered in Ft. Lauderdale, Florida, FCC Holdings, Inc., and its affiliates provide quality postsecondary education in fourteen states. The FCC schools were started by David Knobel in 1994 in Fort Lauderdale, Florida, and, as of the bankruptcy filing, are owned by Greenhill Capital Partners. Prior to the Petition Date, the Company, which currently operates under the name "Anthem Education," had three sets of schools -- the 14 Florida Career College schools; the 22 Anthem Education schools; and the 5 US Colleges schools As of the Petition Date, the Debtors' outstanding secured obligations were $49,000,000, plus interest and fees, comprised of: Tranche A Loans of $18,578,846, Tranche B Loans of $29,056,430, and Existing Letters of Credit of $1,390,122. The Debtors also have unsecured debt of $15,000,000. Judge Christopher S. Sontchi is assigned to the Chapter 11 cases. The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, as counsel, and KCC as claims and notice agent. FCC HOLDINGS: Proposes KCC as Claims and Notice Agent ----------------------------------------------------- FCC Holdings, Inc., and its affiliated debtors ask the bankruptcy court to enter an order appointing Kurtzman Carson Consultants LLC as claims and noticing agent. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be in excess of several hundred entities to be noticed. KCC will be paid according to its standard hourly rates pursuant to the parties' Retention Agreement. The fee structure, which provides for fees KCC charges for the services it will provide to the Debtors, were not included in publicly available court filings. Prior to the Petition Date, the Debtors provided KCC a retainer of $30,000. Evan Gershbein, Senior Vice President of Corporate Restructuring Services with KCC, attests that KCC is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. KCC maintains the Web site http://www.kccllc.net/fcc KCC can be reached at: Drake D. Foster KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 E-mail: dfoster@kccllc.com About FCC Holdings FCC Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on Aug. 25, 2014. Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates provide quality postsecondary education in fourteen states. The FCC schools were started by David Knobel in 1994 in Fort Lauderdale, Florida, and, as of the bankruptcy filing, are owned by Greenhill Capital Partners. Prior to the Petition Date, the Company, which currently operates under the name "Anthem Education," had three sets of schools -- the 14 Florida Career College schools; the 22 Anthem Education schools; and the 5 US Colleges schools. The Debtors' outstanding secured obligations are $49,000,000, plus interest and fees, comprised of: Tranche A Loans of $18.6 million, Tranche B Loans of $29.1 million, and existing letters of credit of $1.39 million. The Debtors also have unsecured debt of $15 million. Judge Christopher S. Sontchi is assigned to the Chapter 11 cases. The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, as counsel, and KCC as claims and notice agent. FCC HOLDINGS: Gives Up Maricopa County Property to Receiver ----------------------------------------------------------- FCC Holdings, Inc., and its affiliated debtors ask the bankruptcy court to enter an order: (i) lifting the automatic stay, to allow Bank of Montreal, as administrative agent for itself and the other lenders, to exercise its rights and remedies under applicable non-bankruptcy law against certain real property of debtor High-Tech Institute, Inc. located in Maricopa County, Arizona, and (ii) allowing the receiver to remain in place, pursuant to a stipulation entered into by the parties. Bank of Montreal is the agent under the Debtors' prepetition credit agreement, of which $49 million is outstanding. The Debtors granted Bank of Montreal for the benefit of the lenders, a first priority security interest in all substantially all assets of the Debtors and the proceeds thereof. Events of Default have occurred under the Pre-Petition Credit Agreement and are continuing. On Aug. 22, 2014, the bank filed with the Superior Court for the State of Arizona in and for the County of Maricopa a verified complaint, seeking the appointment of Jeremiah J. Foster of Resolute Commercial Services as receiver with respect to the Arizona property. In connection therewith, the bank and High-Tech executed a joint stipulation on Aug. 22, 2014, which was filed with the Arizona State Court on the same date, by which High-Tech consented to the appointment of the Receiver. On Aug. 22, the Arizona State Court entered an order appointing the receiver. Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, tells the bankruptcy court that by virtue of the Stipulation, the Debtors are consenting to lift the automatic stay. The Debtors are in default under the terms of the Prepetition Credit Agreement and other loan documents. The Debtors have no equity in the Arizona property and have no need for use of the property in any reasonably likely reorganization. About FCC Holdings FCC Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on Aug. 25, 2014. Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates provide quality postsecondary education in fourteen states. The FCC schools were started by David Knobel in 1994 in Fort Lauderdale, Florida, and, as of the bankruptcy filing, are owned by Greenhill Capital Partners. Prior to the Petition Date, the Company, which currently operates under the name "Anthem Education," had three sets of schools -- the 14 Florida Career College schools; the 22 Anthem Education schools; and the 5 US Colleges schools. The Debtors' outstanding secured obligations are $49,000,000, plus interest and fees, comprised of: Tranche A Loans of $18.6 million, Tranche B Loans of $29.1 million, and existing letters of credit of $1.39 million. The Debtors also have unsecured debt of $15 million. Judge Christopher S. Sontchi is assigned to the Chapter 11 cases. The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, as counsel, and KCC as claims and notice agent. FCC HOLDINGS: To Credit Excess Funds to Students' Accounts ---------------------------------------------------------- FCC Holdings, Inc., et al., ask the bankruptcy court to enter an order authorizing, but not directing, them to credit certain excess funds to students' accounts in accordance with applicable law. The programs authorized under Title IV are the major source of federal student aid. Pursuant to applicable federal law, "[w]henever an institution disburses title IV, HEA program funds by crediting a student's account and the total amount of all title IV, HEA program funds credited exceeds the amount of tuition and fees, room and board, and other authorized charges ... the institution must pay the resulting credit balance directly to the student ... no later than 14 days..." 34 CFR Sec. 668.164(e). Thus, if a student's financial aid exceeds the cost of tuition and other fees, the student is entitled to receive the excess to defray living and other educational expenses. In addition, if a student withdraws from a semester or drops out of an institution's education program, the institution may be required to return unearned Title IV funds to the government. 34 CFR Sec. 668.164(h). Prior to the Petition Date, in the ordinary course of business, the Debtors incurred and processed Title IV Refunds to the students enrolled in their programs and the government when required. As of the Petition Date, checks for approximately $638,000 in Title IV Refunds had been issued to students; however, those checks had not yet cleared the Debtors' accounts. In addition, the Debtors will continue to incur liability for Title IV Refunds from and after the Petition Date. About FCC Holdings FCC Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on Aug. 25, 2014. Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates provide quality postsecondary education in fourteen states. The FCC schools were started by David Knobel in 1994 in Fort Lauderdale, Florida, and, as of the bankruptcy filing, are owned by Greenhill Capital Partners. Prior to the Petition Date, the Company, which currently operates under the name "Anthem Education," had three sets of schools -- the 14 Florida Career College schools; the 22 Anthem Education schools; and the 5 US Colleges schools. The Debtors' outstanding secured obligations are $49,000,000, plus interest and fees, comprised of: Tranche A Loans of $18.6 million, Tranche B Loans of $29.1 million, and existing letters of credit of $1.39 million. The Debtors also have unsecured debt of $15 million. Judge Christopher S. Sontchi is assigned to the Chapter 11 cases. The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, as counsel, and KCC as claims and notice agent. FIAT CHRYSLER: Path Cleared for Merger, To List in NYSE ------------------------------------------------------- Eric Sylvers, writing for The Wall Street Journal, reported that Fiat Chrysler is on its way to successfully completing its merger and listing the combined company on the New York Stock Exchange under the new name Fiat Chrysler Automobiles NV after too few Fiat shareholders tendered their stock to block the reorganization. According to the report, the combined company will move its tax residency to the U.K., legal headquarters to Amsterdam and primary stock market listing to New York. About Chrysler Group Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). The U.S. and Canadian governments provided Chrysler LLC with $4.5 billion to finance its bankruptcy case. In connection with the bankruptcy filing, Chrysler reached an agreement to sell all assets to an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC in June 2009, formally sold substantially all of its assets to the new company, named Chrysler Group LLC. In January 2014, the American car manufacturer officially became 100% Italian when Fiat Spa completed its deal to purchase the 40% it did not already own of Chrysler. Fiat has shared ownership of Chrysler with the health care fund of the United Automobile Workers unions since Chrysler emerged from bankruptcy in 209. * * * Standard & Poor's Ratings Services raised its ratings on U.S.- based auto manufacturer Chrysler Group LLC, including the corporate credit rating to 'BB-' from 'B+' in mid-January 2014. The outlook is stable. FLEXI-VAN LEASING: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its rating outlook on Kenilworth, N.J.-based Flexi-Van Leasing Inc. to negative from stable and affirmed the 'BB-' corporate credit rating on the company. At the same time, S&P lowered its issue-level rating on the company's $265 million senior notes to 'B+' from 'BB-' and revised the recovery rating to '5' from '4'. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%) in the event of a payment default. "The outlook revision reflects Flexi-Van's weaker credit metrics, which are largely due to increased operating costs and higher interest expense related to the incremental debt issued in 2013 to finance a dividend to the company's owner, David Murdock," said Standard & Poor's credit analyst Betsy Snyder. Operating costs have increased because a higher proportion of equipment are in chassis pools (under which Flexi-Van is responsible for maintenance and repositioning costs) instead of term leases (under which the customer is responsible for such costs). S&P could lower the rating if funds from operations (FFO) to total debt falls to and remains below 10% for a sustained period. Although this ratio is currently above this threshold, there is a narrow cushion, and S&P believes it could fall below 10%. The negative outlook incorporates S&P's expectation that Flexi- Van's credit metrics will weaken over the next year, compared with 2013 levels, due to higher interest expense related to incremental debt issued in 2013. S&P could lower the rating during the next 12 months if renewed economic weakness reduces utilization rates, earnings, and cash flow, or if the company makes significant debt-financed dividends to its owner, such that FFO to total debt falls to and remained below 10% for a sustained period. S&P could revise the outlook to stable if the company reduces its debt levels or if its earnings and cash flow strengthened such that FFO to debt is greater than 11% on a sustained basis. FOCUS LEARNING: Fitch Affirms 'BB+' Rating on $9.39MM Rev. Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on approximately $9.395 million education revenue bonds, series 2011A&B, issued by the Beasley Higher Education Finance Corporation on behalf of FOCUS Learning Academy, TX (Academy, FOCUS). Fitch has removed the ratings from Rating Watch Negative and assigned the bonds a Negative Outlook. Security The revenue bonds are secured by a pledge of FOCUS' gross revenues, a cash-funded debt service reserve and a mortgage on property and facilities. Key Rating Drivers Charter Renewal Approved: The removal from Rating Watch Negative reflects FOCUS' charter renewal from the Texas Education Agency in April 2014 for the maximum allowable10 years, through July 1, 2023. The Academy's charter had expired in June 2013 and renewal had been pending during Fitch's last rating review. Weak Financial Metrics: The Negative Outlook reflects the Academy's speculative grade financial metrics, failure to meet the 1.1x debt service coverage covenant in fiscal 2013, and expected resolution of covenant violations in the fiscal year ending Aug. 31, 2014. This covenant violation is technically an event of default, and as such 25% of bondholders could have required FOCUS to hire a consultant but did not choose to do so. These credit characteristics remain speculative grade attributes. Enrollment Challenges Impact Margins: The Academy's enrollment fell short of expectations in both fiscal years 2013 and 2014. Expenses were adjusted, and at this time fiscal 2014 interim results indicate a small operating surplus that achieves financial covenants. Enrollment for fall 2014 (fiscal 2015) is not finalized, but preliminary results indicate some growth. Governance Lacks Independence: While demonstrating effective management, overlap between FOCUS' board of directors and day to day administration team weakens the independent oversight mechanism that Fitch's criteria expect to be present in an investment grade charter school. Rating Sensitivities Improved Operations And Coverage: The Academy's inability to return to break-even to positive operating margins and achieve covenant compliance could cause a rating downgrade. Standard Sector Concerns: A modest financial cushion, substantial reliance on state per pupil funding, and charter renewal risk are credit concerns common in all charter school transactions that, if pressured, could impact the rating over time. Stabilized Enrollment: Stabilized or modestly growing enrollment, in conjunction with conservative operating budgets and consistently balanced operating results, are needed to maintain the 'BB+' rating long-term. Credit Profile Located in Dallas, TX FOCUS is a K-12 charter school that received its first charter in 1998 and started with an initial enrollment of 177 students in grades K-6. The Academy's instructional program includes a multi-sensory approach to education, which results in specialized curricula for 'learning different' students. This cohort currently makes up approximately 20% of the student body. The Academy ended fiscal 2014 with 844 students, down from an end- of-year high of 884 in fiscal 2012. Management reports it has facility capacity for 1,175 students. Enrollment Targets Adjusted FOCUS's fiscal 2014 budget reflected the initial enrollment of 871 students. In past years, the Academy used overly optimistic budget and enrollment assumptions. When enrollment growth flattened in fiscal 2013 and declined slightly in fiscal 2014, expenses were not implemented in a timely fashion. The Academy's ability to budget more conservatively is expected going forward. Operations Expected To Improve In Fiscal 2014 FOCUS's operating revenues are largely reliant on state per pupil funding. While fiscal 2014 results are expected to reflect another modest decline in enrollment, this is partially offset by slight state funding improvement, expense containments, and the positive effect of federal grant revenue, which grant is expected to be completely spent during fiscal 2015. Fiscal year end is Aug. 31, therefore 2014 results are not final; however, based on unaudited nine-month interim statements and the Academy's estimates, the margin is expected to be modestly positive. Maintenance of this level is also anticipated in fiscal 2015. FOCUS's operating margins were a slim 0.4% in fiscal 2012 and negative 4.7% in fiscal 2013. Management reports a 3% increase in per-pupil state funding for fiscal 2015, but also notes that employer pension contributions rose to 1.5%, from zero previously. Further state-mandated increases in charter school pension contribution requirements beyond fiscal 2015 could create additional budget pressure, which Fitch will monitor. Weak Liquidity and Coverage Violation Available funds declined to $1.7 million or a weak 10.7% of fiscal 2013 operating expenses ($9.9 million) and 10.8% of outstanding debt ($9.9 million at that time). Fitch views this financial cushion as low. Net income available for debt service weakened for FY13 and the covenant requirement of 1.1x coverage of transaction maximum annual debt service ($817,000), was not achieved (it was 0.8x). Under the bond documents, violation of the liquidity covenant (which did not happen) requires FOCUS to hire an independent consultant; violation of the coverage covenant gives bondholders an option to require an independent consultant (they did not require that of FOCUS). Fitch's ratio of long term debt to net income available, which measures years of debt-financed cash flow, weakened to 14x in fiscal 2013 from 8.7x in FY12, further reflecting operational weakness. The Academy's debt burden (MADS as a percent of operating revenue) of 8.9% is moderately high, but stronger than most Fitch rated charters. Annual debt service obligations are approximately level through final maturity in 2041. Capital Plans The Academy has long-term plans for facility expansion, assuming enrollment growth. Fitch is concerned that additional debt plans would further pressure Focus' balance sheet resources. Issuance of additional debt or loans, without a return to operating surpluses and growth in balance sheet resources, would be viewed negatively. FOUR OAKS FINCORP: Amended Articles of Incorporation Filed ---------------------------------------------------------- Four Oaks Fincorp, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that on Aug. 15, 2014, the Company filed with the North Carolina Department of the Secretary of State, Articles of Amendment to its Articles of Incorporation, as amended, establishing the relative rights, preferences and designations of the Company's Series A Preferred Stock. About Four Oaks Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is the bank holding company for Four Oaks Bank & Trust Company. The Company has no significant assets other than cash, the capital stock of the bank and its membership interest in Four Oaks Mortgage Services, L.L.C., as well as $1,241,000 in securities available for sale as of Dec. 31, 2011. Four Oaks reported a net loss of $350,000 in 2013, a net loss of $6.96 million in 2012 and a net loss of $9.09 million in 2011. As of June 30, 2014, the Company had $833.36 million in total assets, $806.06 million in total liabilities and $27.30 million in total shareholders' equity. Written Agreement "In late May 2011, the Company and the Bank entered into a formal written agreement (the "Written Agreement") with the Federal Reserve Bank of Richmond (the "FRB") and the North Carolina Office of the Commissioner of Banks (the "NCCOB"). Under the terms of the Written Agreement, the Bank developed and submitted for approval, within the time periods specified, plans to: * revise lending and credit administration policies and procedures at the Bank and provide relevant training; * enhance the Bank's real estate appraisal policies and procedures; * enhance the Bank's loan grading and independent loan review programs; * improve the Bank's position with respect to loans, relationships, or other assets in excess of $750,000, which are now or in the future become past due more than 90 days, are on the Bank's problem loan list, or adversely classified in any report of examination of the Bank; and * review and revise the Bank's policy regarding the Bank's allowance for loan and lease losses and maintain a program for the maintenance of an adequate allowance. A material failure to comply with the terms of the Written Agreement could subject the Company to additional regulatory actions and further restrictions on its business. These regulatory actions and resulting restrictions on the Company's business may have a material adverse effect on its future results of operations and financial condition," the Company said in its quarterly report for the period ended March 31, 2014. FRITZ SCHIFFAHRTSGES: Administrator Files Ch.15 to Retake Vessel ---------------------------------------------------------------- MS "Fritz" Schiffahrtsges MBH & Co. Reederei KG, which is subject to insolvency proceedings in its hometown in Germany, commenced Chapter 15 proceedings in Ohio to retake control of its sole asset, the bulk carrier M/V Fritz, which is currently located in Toledo, Ohio. Andreas Sontopski, the insolvency administrator, explained that a single family -- the Schoning family -- owns and controls Intersee Schiffahrtsgesellschaft mbH & Co KG and Intership Maritime Crew Management GmbH. The Schoning family also owns MS Fritz and, prior to the German Insolvency Proceedings, controlled the company. Given this relationship, German insolvency law treats the claims of Intersee and Intership as effectively shareholder claims. Under Sec. 39 Section 1 No. 5 of the Insolvenzordnung ("InsO"), the German insolvency law, the claim of a shareholder is subordinated to all other claims. Moreover, under InsO Sec. 88, neither a shareholder nor any other creditor can obtain individual securities through enforcement after the company has filed for insolvency. On July 4, 2014, Intersee and Intership assigned certain claims to Pacific Chartering Services Inc. Mr. Sontopski says he intends to investigate the circumstances of the assignment to Pacific Chartering, and the nature and validity of its claim. Although the contracts underlying the Intersee and Intership claims provide for mandatory German arbitration, on July 16, 2014, Pacific Chartering commenced an admiralty proceeding against MS Fritz in the United States District Court for the Northern District of Ohio, Case No. 3:14CV1576, based upon the Intersee and Intership claims. Pacific Chartering obtained an Order for Issuance of Process of Maritime Attachment and Garnishment and a Process of Maritime Attachment and Garnishment against M/V Fritz. According to Mr. Sontopski, Pacific Chartering did not provide him with prior notice of its action to obtain the Attachment Orders. Nor did Pacific Chartering at any time inform the District Court of the German Insolvency Proceeding or the fact that the contracts underlying the Intersee and Intership claims provide for mandatory German arbitration. On August 13, 2014, the German Court issued an order which, among other things, appointed Mr. Sontopski as permanent Insolvency Administrator, authorized the petitioner to dispose of MS Fritz's property, and directed creditors to file claims and notify the Petitioner of any alleged secured claims. Mr. Sontopski seeks relief under Chapter 15 of the Bankruptcy Code in order to obtain the benefit and protection of the automatic stay with respect to the M/V Fritz, to prevent dissident creditors from bypassing the German Insolvency Proceeding by commencing litigation or executing against the M/V Fritz in the United States to obtain a greater recovery than similarly situated -- or higher priority -- creditors, and to permit the insolvency administrator to administer an orderly liquidation for the benefit of MS Fritz's estate and all of its creditors, in the appropriate order of their priority. About the Company Germany-based MS "Fritz" Schiffahrtsges MBH & Co. Reederei KG owns M/V Fritz, a bulk carrier, maritime vessel. Andreas Sontopski was named insolvency administrator of the estate of MS Fritz by a June 26, 2014 order entered by the Meppen District Insolvency Court in Germany, in Case File No. 9 IN 116/14. Mr. Sontopski, as foreign representative, commenced for MS Fritz proceedings under Chapter 15 of the U.S. Bankruptcy Code in Toledo, Ohio (Bankr. N.D. Ohio Case No. 14-33183) on Aug. 28, 2014. The U.S. case is assigned to Judge Mary Ann Whipple. The Debtor tapped Baker & Hostetler LLP, in Cleveland, as counsel. FRITZ SCHIFFAHRTSGES: Chapter 15 Case Summary --------------------------------------------- Chapter 15 Petitioner: Andreas Sontopski Chapter 15 Debtor: MS "Fritz" Schiffahrtsges MBH & Co. Reederei KG Boschstrasse 15 48733 Haren/Ems Chapter 15 Case No.: 14-33183 Type of Business: MS Fritz's sole asset is a bulk carrier, maritime vessel (a freighter ship) known as M/V Fritz. M/V Fritz is currently located in the port of Toledo, OH. Chapter 15 Petition Date: August 28, 2014 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Judge: Hon. Mary Ann Whipple Chapter 15 Petitioner's Counsel: Kelly Burgan, Esq. BAKER & HOSTETLER LLP PNC Center 1900 East 9th Street, Suite 3200 Cleveland, OH 44114-3482 Tel: (216) 621-0200 Fax: (216) 696-0740 Email: kburgan@bakerlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million FUEL PERFORMANCE: Raised $1 Million From Securities Offering ------------------------------------------------------------ Fuel Performance Solutions, Inc., issued and sold an aggregate of $1,150,000 of 10% convertible promissory notes and warrants to purchase an aggregate of 6,666,667 shares of common stock to certain investors for a total subscription amount of $1,000,000, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company engaged The Benchmark Company, LLC, as placement agent for this offering for a total fee of $80,000 and warrants to purchase 800,000 shares of the Company's common stock with an exercise price of $0.12. 10% Convertible Promissory Notes The total principal amount of the Notes is issued with a 115% premium to the subscription amount. The Notes accrue interest at a rate equal to 10% per annum and have a maturity date of Feb. 22, 2016. The Notes are convertible any time after the issuance date of the Notes. The Purchasers have the right to convert the Notes into shares of the Company's common stock at a conversion price equal to $0.10 per share, subject to standard adjustments for stock dividends, stock splits, subsequent equity sales, subsequent rights offerings and pro rata distributions. The Notes can be redeemed under certain conditions and the Company can force the conversion of the Notes in the event certain equity conditions are met. In the event of default, the Purchasers have the right to require the Company to repay in cash all or a portion of the Notes at a price equal to 125% of the aggregate principal amount of the Notes plus all accrued but unpaid interest. Warrants The Warrants are exercisable in whole or in part, at an initial exercise price per share of $0.12, subject to adjustment. The exercise price and number of shares of the Company's common stock issuable under the Warrants are subject to adjustments for stock dividends, splits, combinations, subsequent rights offerings, pro rata distributions and any issuance of securities below the exercise price of the Warrants. Any adjustment to the exercise price will similarly cause the number of warrant shares to be adjusted so that the total value of the Warrants may increase, provided, that in no event will the number of Warrant Shares exceed 200% of the original number of Warrant Shares originally issued. Registration Rights Agreement In connection with the sale of Notes and Warrants pursuant to the Securities Purchase Agreement, the Company entered into a registration rights agreement with the Purchasers, pursuant to which the Company agreed to register all of the shares of common stock underlying the Notes and the shares of common stock underlying the Warrants on a Form S-1 registration statement to be filed with the SEC within 30 calendar days following the Closing Date and to use its best efforts to cause the Registration Statement to be declared effective under the Securities Act within 100 calendar days following the Closing Date. If the Company does not meet the Filing Deadline or the Effectiveness Deadline, the Company will have to pay the Purchasers a penalty equal to 1.5% of the aggregate subscription amount, up to a maximum penalty of 24%. About Fuel Performance Fuel Performance Solutions, Inc., was incorporated in Nevada on April 9, 1996, by a team of individuals who sought to address the challenges of reducing harmful emissions while at the same time improving the operating performance of internal combustion engines, especially with respect to fuel economy and engine cleanliness. After the Company's incorporation, its initial focus was product research and development, but over the past few years, the Company's efforts have been directed to commercializing its product slate, primarily DiesoLiFTTM and the PerfoLiFTTM BD- Series, for use with diesel fuel and bio-diesel fuel blends, by focusing on marketing, sales and distribution efforts in conjunction with our distribution partners. On Feb. 5, 2014, the Company changed its name from International Fuel Technology, Inc., to Fuel Performance Solutions, Inc. Fuel Performance reported a net loss of $1.39 million on $704,189 of net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.92 million on $335,096 of net revenues during the prior year. The Company's balance sheet at June 30, 2014, showed $3.02 million in total assets, $2.60 million in total liabilities and $413,362 in total stockholders' equity. MaloneBailey, LLP, 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 suffered recurring loss from operations and has a working capital deficit. This factor raises substantial doubt about the Company's ability to continue as a going concern. GEOMET INC: Names Michael McGovern President and CEO ---------------------------------------------------- The Board of Directors of GeoMet Inc. has appointed Mr. Michael Y. McGovern as president and chief executive officer of GeoMet, effective in each case as of Sept. 1, 2014, according to a Form 8- K filed with the U.S. Securities and Exchange Commission. Mr. McGovern, 62, is currently the Chairman of the Board, and he has held that role since April 30, 2012. Mr. McGovern's experience includes oil and gas exploration and development, natural gas trading, and chemicals manufacturing and distribution. He has been involved in the energy business since 1975, primarily as the chief executive officer of the following public companies: Pioneer Companies, Inc., Coho Energy, Inc., Edisto Resources Corporation, Convest Energy, Ironstone Group, Inc. (formerly OXOCO, Inc.), and American National Petroleum. The Company has entered into a Retention Bonus and Severance Agreement with Tony Oviedo, as chief financial officer of the Company, to be effective on Sept. 1, 2014. Following the sale of substantially all of the Company's assets in May 2014, the Board now currently anticipates that the Company will enter into either a business combination/merger or a dissolution and distribution of its remaining assets in accordance with applicable law. In order to facilitate this next step, the Board has determined that it is essential and in the best interest of the Company to enter into the Agreement. Mr. Oviedo's base salary will be $12,500 semi- monthly, and the Agreement has a retention bonus of $120,000 to be paid if Mr. Oviedo remains with the Company through Aug. 31, 2015, or if he experiences a Qualifying Termination, as defined in the Agreement, prior to that date. These individuals resigned from their positions with the Company effective Aug. 31, 2014: (1) William C. Rankin, president and chief executive officer of the Company; director of the Board; manager of GeoMet Gathering Company, LLC, a wholly-owned subsidiary of the Company; and president and director of GeoMet Operating Company, Inc., a wholly-owned subsidiary of the Company; (2) Brett S. Camp, senior vice president-Operations of the Company, manager of GeoMet Gathering, and senior vice president-Operations, assistant secretary, and director of GeoMet Operating. (3) Stephen M. Smith, secretary and treasurer of the Company, and secretary and treasurer of GeoMet Operating; (4) Rosanna Penrod, assistant secretary of GeoMet Operating; (5) Howard Keenan, Jr., director; and (6) Gary S. Weber, director and member of the Board's Audit Committee. All resignations were not due to any disagreements with the Company on any matter relating to the Company's operations, policies, or practices. About Geomet Inc. Houston, Texas-based GeoMet, Inc., is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (coalbed methane) and non-conventional shallow gas. Its principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the central Appalachian Basin in Virginia and West Virginia. It also owns additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, West Virginia, and British Columbia. As of March 31, 2012, it owns a total of 192,000 net acres of coalbed methane and oil and gas development rights. Hein & Associates LLP, 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 suffered recurring losses from operations and has a net working capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2014, the Company had $27.95 million in total assets, $3.96 million in total liabilities and $45.90 million in series A convertible redeemable preferred stock and a $21.92 million total stockholders' deficit. GLENDALE ENERGY: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Glendale Energy, LLC 49 Sherwood Terrace, Suite A Lake Bluff, IL 60044 Case No.: 14-31581 Chapter 11 Petition Date: August 28, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Pamela S. Hollis Debtor's Counsel: Robert R Benjamin, Esq. GOLAN & CHRISTIE, LLP 70 West Madison Street, Suite 1500 Chicago, IL 60602 Tel: 312-263-2300 Fax: 312-263-0939 Email: rrbenjamin@golanchristie.com Total Assets: $1.54 million Total Liabilities: $5.98 million The petition was signed by Arthur Daniels, managing member. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb14-31581.pdf GLOBALSTAR INC: Promotes Rebecca Clary to VP and CFO ---------------------------------------------------- Globalstar, Inc., said the Company has promoted Rebecca Clary to vice president and chief financial officer effective Aug. 28, 2014. Ms. Clary joined Globalstar in September 2010 and has most recently held the positions of chief accounting officer since January 2013 and corporate controller since August 2012. Prior to joining Globalstar, she was a manager with PricewaterhouseCoopers LLP in its U.S. Audit & Assurance Services practice, where she worked from 2002 to 2010. Ms. Clary is a licensed Certified Public Accountant. "Rebecca brings the right talents and experiences to the role and has been a major asset to Globalstar. We have been impressed with her ability to work with multiple constituencies including our stockholders, the investment community and the operating segments of our business. Her strength in dealing with sophisticated accounting matters has demonstrated her ability to serve successfully in her new role as we continue to lead the growing market for mobile satellite services," said Jay Monroe, Chairman and CEO. In connection with her promotion, Ms. Clary received a restricted stock award grant of 100,000 shares and options to purchase 40,000 shares, both of which vest over a three-year period, according to a regulatory filing with the U.S. Securities and Exchange Commission. About Globalstar, Inc. Globalstar is a leading provider of mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. Many land based and maritime industries benefit from Globalstar with increased productivity from remote areas beyond cellular and landline service. Globalstar customer segments include: oil and gas, government, mining, forestry, commercial fishing, utilities, military, transportation, heavy construction, emergency preparedness, and business continuity as well as individual recreational users. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring and SCADA applications. Globalstar reported a net loss of $591.11 million in 2013, a net loss of $112.19 million in 2012 and a net loss of $54.92 million in 2011. As of June 30, 2014, the Company had $1.32 billion in total assets, $1.53 billion in total liabilities and a $204.45 million total stockholders' deficit. GRATON ECONOMIC: Moody's Hikes Corporate Family Rating to 'B2' -------------------------------------------------------------- Moody's Investors Service upgraded Graton Economic Development Authority's ratings, including its Corporate Family Rating to B2 from B3, its Probability of Default Rating to B2-PD from B3-PD and its senior secured credit facility and senior secured notes ratings to B2 from B3. The rating outlook is stable. The upgrade reflects the opening of the Graton Resort & Casino -- on time and on budget -- and the good initial ramp-up of revenue and earnings that will enable Graton to achieve adjusted debt/EBITDA of about 4.0 times by the end of 2015. The upgrade also reflects Graton's material debt reduction to date (about $100 million since December 31, 2013), its good liquidity and Moody's expectation the company will continue to generate positive free cash flow. Upgrades: Issuer: Graton Economic Development Authority Probability of Default Rating, Upgraded to B2-PD from B3-PD Corporate Family Rating (Local Currency), Upgraded to B2 from B3 Senior Secured Bank Credit Facility (Local Currency) Aug 22, 2018, Upgraded to B2(LGD4) from B3(LGD3) Senior Secured Bank Credit Facility (Local Currency) Aug 22, 2017, Upgraded to B2(LGD3) from B3(LGD3) Senior Secured Regular Bond/Debenture (Local Currency) Sep 1, 2019, Upgraded to B2(LGD4) from B3(LGD3) Outlook Actions: Issuer: Graton Economic Development Authority Outlook, Remains Stable Ratings Rationale The B2 Corporate Family Rating (CFR) reflects Graton's small size in terms of revenue and single asset profile which subjects it to greater risks than a multi-facility and more geographically diversified gaming company. Graton's lack of diversification makes it more vulnerable to regional economic swings, market conditions, promotional activity, and earnings compression. The rating also takes into consideration competition from several large casinos already operating in Graton's primary market area, although the casino's advantageous location (about 40 miles from San Francisco) helps to partially mitigate this risk. Other rating constraints include Graton's exposure to on-going litigation regarding the compact and land-into-trust status, as well all other credit risks that are common to Native American gaming issuers, including uncertainty as to enforceability of lender's claims in bankruptcy or liquidation. In addition to profitable preliminary operating results, positive ratings consideration is given to the casino's strategic location as the closest class III gaming facility to the San Francisco Bay area and Moody's expectations that Graton will achieve and maintain Moody's adjusted debt/EBITDA of below 4.0 times and EBIT/interest of about 2.5 times. The stable rating outlook reflects Moody's expectations that Graton will continue to profitably ramp-up its gaming operations and achieve debt/EBITDA below 4.0 times and EBIT/interest of about 2.5 times by the end of 2015. Additionally, while recognizing the on-going litigation risk, the stable outlook does not anticipate material adverse impact from the litigation in the near term that could weaken Graton's liquidity position, or the operations of the casino. Ratings could be lowered if debt/EBITDA increases to above 5.75 times or if liquidity deteriorates for any reason. In addition, the ratings could be pressured if the validity of the compact or land-in-trust status is called into question, resulting in potential disruption to or the cessation of the casino's operations. Graton's ratings could go up if it appears that the company can achieve and maintain debt/EBITDA below 3.75 times and EBIT/interest above 3.0 times. Any upgrade would require Graton maintain good liquidity. The principal methodology used in this rating was Global Gaming Industry published in June 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. The Graton Economic Development Authority is a wholly owned, unincorporated governmental instrumentality of the Federated Indians of Graton Rancheria (the Tribe), a federally recognized Indian tribe. The Authority was formed in July 2012 to develop and operate a casino and entertainment facility located in Sonoma County, approximately 43 miles north of San Francisco, California, to be known as the Graton Resort & Casino ("Casino"). As of June 30, 2014, the Graton Resort & Casino featured about 3,000 slot machines, 131 table games including blackjack, a 20-table poker room and other various entertainment and dining offerings. For the six months ended June 30, 2014 net revenue was approximately $190 million. GREAT PLAINS: RBS Citizens Reports Default in Settlement Agreement ------------------------------------------------------------------ RBS Citizens, N.A., doing business as Charter One, secured creditor of Great Plains Exploration, LLC, notified the Bankruptcy Court of an occurrence of event of default under settlement agreement which was approved on April 25, 2014. RBS stated that it did not receive aggregate payments of $6 million by Aug. 14. The Bankruptcy Court previously entered a consent order extending until Aug. 14, 2014, the time for the Debtor and the obligors to pay $6 million to RBS. The Debtors and obligors failed to make payment of the $6 million required under the settlement order by July 30, 2014; and RBS reported on July 31, the failure of the Debtors and obligors to make payment, to the Court. RBS is represented by: Frederick D. Rapone, Jr., Esq. CAMPBELL & LEVINE, LLC 310 Grant Street, Suite 1700 Pittsburgh, PA 15219 Tel: (412) 261-0310 Fax: (412) 261-5066 E-mail: fdr@camlev.com Andrew C. Kassner, Esq. Andrew J. Flame, Esq. DRINKER BIDDLE & REATH LLP One Logan Square, Suite 2000 Philadelphia, PA 19103-6996 Tel: (215) 988-2700 Fax: (215) 988-2757 E-mail: Andrew.Kassner@dbr.com Andrew.Flame@DBR.com About John D. Oil & Gas; OZ Gas; and Great Plains Exploration Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD., and Great Plains Exploration, LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011, and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Dec. 31, 2011, showed $6.98 million in total assets, $13.26 million in total liabilities, and a stockholders' deficit of $6.28 million. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. GRIDWAY ENERGY: Plan Filing Exclusivity Extended to Oct. 7 ---------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware extended Gridway Energy Holdings, et al.'s exclusive plan filing period through and including Oct. 7, 2014, and exclusive solicitation period through and including Dec. 8. The Debtors said they need the additional time to market their remaining assets and determine the best manner in which to wrap up their bankruptcy cases. About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed the bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors are represented by Michael R. Nestor, Esq., Joseph M. Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A. Salzberg, Esq., at Patton Boggs LLP. They employed Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. The Creditors' Committee is represented by Sharon Levine, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group LLC. Vantage is represented in the case by Ingrid Bagby, Esq., David E. Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. HANGER INC: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR ----------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Hangar Inc. to negative from stable following second quarter results that were materially below S&P's expectations. S&P affirmed the 'BB-' corporate credit rating and all issue-level ratings. "Our outlook revision follows weak second-quarter results and an unexpected free cash flow deficit resulting from stretched Medicare and commercial receivables," said credit analyst Tahira Wright. "While we had previously expected the company to generate discretionary cash flow of about $55 million in 2014, we now expect it to range from zero to $10 million, reflecting weaker than expected margins and higher receivable days. Further, we believe that working capital swings could result in negative free operating cash flow and further revolver draws in 2014 if the company is unable to resolve its working capital by year end." S&P's negative outlook reflects its view that the company is likely to resolve its issues with Medicare and see some normalization of accounts receivable by year end, but S&P sees some risk that an extended audit process could result in weaker than expected cash flow metrics that require further revolver draws if receivables do not normalize by year end. Downside Scenario S&P could lower the rating if the company continues to report cash flow deficits. Such a scenario could occur if the company is unable to expedite its response to Medicare audit activity and control costs by the end of fiscal year 2014. In S&P's view, if accounts receivable days are sustained at current levels of around 75 days (versus historical levels of around 59 days), free operating cash flow to debt would likely be sustained below 10%, which could cause S&P to lower the rating. Upside Scenario S&P could revise the outlook to stable if it gains confidence that the company can generate funds from operations in the range of $120 million to $130 million. Under this scenario, S&P would expect Hanger to operate with debt leverage below 3.0x and to achieve FOCF to debt above 10%. Improvement to FOCF to debt will likely require the company to improve its days in accounts receivable to below 60 days and maintain low-single-digit revenue growth. HDOS ENTERPRISES: Sale Okayed; Plan Hearing Set for Oct. 3 ---------------------------------------------------------- Judge Neil W. Bason of the U.S. Bankruptcy Court Central District of California, Los Angeles Division, authorized HDOS Enterprises to sell substantially all of its assets to Global Franchise Group LLC, and scheduled Oct. 3, 2014, at 10:00, as the date and time for the combined hearing on the confirmation of the Debtor's plan and approval of the disclosure statement explaining the Plan. As previously reported by The Troubled Company Reporter, citing Sherri Toub, a Bloomberg News writer, reported that the Plan, filed on Aug. 4, provides full payment to holders of allowed secured claims totaling about $2.4 million, general unsecured claims totaling about $1.9 million, and lease rejection claims totaling about $1.7 million. The unsecured claim, if any, of the employee stock ownership plan, or ESOP, would be subordinated to secured claims, general unsecured claims, and lease rejection claims. The Plan was amended on Aug. 22. Under the Amended Plan, the Debtor stated that it holds approximately $8,256,644.99 in cash as a result of the sale of substantially all of its assets, which sale closed on Aug. 21. A full-text copy of the Plan dated Aug. 4, 2014, is available at http://bankrupt.com/misc/HDOSplan0804.pdf A redlined version of the Amended Disclosure Statement is available at http://bankrupt.com/misc/HDOSds0822.pdf Sept. 15 is the deadline for ballots to be received and objections to be served and filed with the Court. About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-12028) on Feb. 3, 2014. The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq., at Friedman Law Group, P.C., in Los Angeles, California. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, serves as claims, noticing and balloting agent. The Law Offices of Brian H. Cole serves as special counsel. The petition was signed by Dan Smith, president and CEO. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee retained Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HOCHHEIM PRAIRIE: S&P Lowers ICR to 'B+'; Outlook Negative ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term insurer financial strength and issuer credit ratings on Hochheim Prairie Farm Mutual Insurance Assoc. and its subsidiary, Hochheim Prairie Casualty Insurance Co. (collectively Hochheim) to 'B+' from 'BB-'. The outlook is negative. "The rating action reflects our view that Hochheim's financial risk profile deteriorated in the first half of 2014, reflecting a significant decline in the company's surplus that has reduced its capital adequacy," said Standard & Poor's credit analyst Adrian Nusaputra. Despite the company's capital-preservation initiatives, which included purchasing aggregate catastrophe reinsurance protection for 2014, Hochheim incurred an $18.7 million loss during the first half of 2014, primarily due to significant hail-storm activity during the second quarter and adverse reserve development of 2012 accident-year-related claims. Although S&P expects the company's current reinsurance program to shield its capital base from any additional large losses through the rest of the year, Hochheim remains exposed to the risk of several smaller weather-related losses potentially eroding its capital base. The outlook is negative, reflecting the company's exposure to smaller but more frequent weather-related losses that could reduce its capital adequacy, as measured by our proprietary capital model. S&P may lower its rating during the next 12 months if: -- The company incurs significant losses that result in a further deterioration of surplus and capital adequacy; -- The company is unable to purchase adequate reinsurance during the 2015 renewal cycle, which would further expose its capital to deterioration from weather-related losses. S&P do not expect to raise its rating on the company in the next 12 months. Longer term, any upgrade would depend on Hochheim's ability to improve earnings and significantly grow its statutory surplus, leading to a sustained improvement in capital adequacy. HOLY HILL: Chapter 11 Trustee Hires Arent Fox as General Counsel ---------------------------------------------------------------- Richard J. Laski, the Chapter 11 Trustee of Holy Hill Community Church aka Holly Hill Community Church asks authorization from the Hon. Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California to employ Arent Fox LLP as general bankruptcy and restructuring counsel, effective June 30, 2014. The Chapter 11 Trustee requires Arent Fox to: (a) investigate, identify, restructure, and liquidate all assets of the estate; (b) investigate and analyze the scope and validity of any actions, including avoidance claims, and file any necessary actions and adversary proceedings; (c) assist the Trustee to employ other professionals, as needed; (d) assist the Trustee in other matters necessary for the efficient administration of this estate including, without limitation, corporate law, real estate law, intellectual property law, and other legal advice; (e) generally prepare on behalf of the Trustee all necessary motions, applications, answers, orders, reports, and papers in support of position taken by the Trustee; (f) appear, as appropriate, before the Court and other courts in which matters may be heard and protecting the interest of the Trustee and the Debtor's estate before said courts and the Office of the U.S. Trustee; and (g) perform all other necessary legal services in this case requested by the Trustee. Arent Fox will be paid at these hourly rates: Partners $555-$915 Of Counsel $530-$880 Associates $310-$605 Paraprofessionals $170-$310 Arent Fox will also be reimbursed for reasonable out-of-pocket expenses incurred. Aram Ordubegian, partner of Arent Fox, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Arent Fox can be reached at: Aram Ordubegian, Esq. ARENT FOX LLP 555 W. Fifth St., 48th Floor Los Angeles, CA 90013 Tel: (213) 629-7410 E-mail: aram.ordubegian@arentfox.com Holly Hill Community Church, aka Holy Hill Community Church, a protestant church in Los Angeles, filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. Holly Hill, a California non-profit corporation incorporated for the purposes of conducting religious activities as a protestant Christian church, disclosed $20 million in assets and $12 million in debt. John Jenchun Suh, the pastor and CEO of the church, signed the bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los Angeles, is representing the Debtor as counsel. Judge Julia W. Brand presides over the case. HOLY HILL: Chapter 11 Trustee Taps Wilshire Partners as Accountant ------------------------------------------------------------------ Richard J. Laski, the Chapter 11 Trustee of Holy Hill Community Church aka Holly Hill Community Church asks authorization from the Hon. Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California to employ Wilshire Partners of CA, LLC as accountant, effective June 30, 2014. The Chapter 11 Trustee requires the assistance of Wilshire Partners to prepare, maintain and update the Debtor's accounting and banking records, to prepare tax returns and other financial information as necessary, to prepare the Debtor's Schedules of Assets and Liabilities and Monthly Operating Reports, to prepare financial forecasts to support a possible reorganization plan, and to provide other accounting services as may be required by the Trustee for the benefit of the estate. Wilshire Partners will charge the bankruptcy estate $150 per hour for the accounting services provided by Amy Thibodeaux. Although the Trustee will also provide accounting services, Wilshire Partners will not charge the estate for any such accounting services provided by the Trustee within the scope of this employment. Wilshire Partners will also be reimbursed for reasonable out-of- pocket expenses incurred. Richard J. Laski, Chapter 11 Trustee and also the managing director and owner of Wilshire Partners, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Wilshire Partners can be reached at: Amy Y. Thibodeaux WILSHIRE PARTNERS OF CA, LLC 470 Maylin Street Pasadena, CA 91150 Tel: (818) 486-4558 E-mail: amythib13@gmail.com Holly Hill Community Church, aka Holy Hill Community Church, a protestant church in Los Angeles, filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. Holly Hill, a California non-profit corporation incorporated for the purposes of conducting religious activities as a protestant Christian church, disclosed $20 million in assets and $12 million in debt. John Jenchun Suh, the pastor and CEO of the church, signed the bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los Angeles, is representing the Debtor as counsel. Judge Julia W. Brand presides over the case. INDUSTRIAL ENTERPRISES: Discovery Stayed in Suit v. Computershare ----------------------------------------------------------------- In the case, NORMAN L. PERNICK, as Chapter 11 Trustee of the Bankruptcy Estate of Industrial Enterprises of America, Inc., on behalf of itself, the estate and as assignee of its shareholders, Plaintiff, v. COMPUTERSHARE TRUST COMPANY, INC., Defendant, CIVIL ACTION NO. 13-CV-02975-PAB-KLM (D. Colo.), Magistrate Judge Kristen L. Mix granted, in part, the Plaintiff's motion to stay discovery, except to the extent the Plaintiff's request to stay "all deadlines set forth in the Scheduling Order" includes the June 16, 2015 Final Pretrial Conference. If the parties eventually determine that the Final Pretrial Conference should not move forward on June 16, 2015, they may request that it be vacated and reset to a later date, the judge said. All discovery is stayed pending resolution of the Defendants' Motion to Dismiss. About Pitt Penn and Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. Norman L. Pernick was appointed as the chapter 11 trustee for the Debtors. The trustee tapped Cole, Schotz, Meisel, Forman & leonard, P.A., as counsel, and CohnReznick LLP as his exclusive financial advisor. INTELLIPHARMACEUTICS INT'L: Augments Rexista Oxycodone Program -------------------------------------------------------------- Intellipharmaceutics International Inc. announced an enhancement of its RexistaTM abuse-deterrence technologies with a significant improvement designed to prevent overdose when more pills than prescribed are swallowed intact. Intellipharmaceutics' new platform technology is branded PODRASTM (Paradoxical OverDose Resistance Activating System). The PODRASTM platform technology is covered by patents pending with the U.S. Patent and Trademark office. "We believe this significant advance in our abuse deterrence technology has the potential to positively differentiate RexistaTM from other abuse-deterrent technologies of which we are aware, and represents an important step towards helping patients manage their pain safely," said Dr. Isa Odidi, chief executive officer of Intellipharmaceutics. "In addition to its use with oxycodone, the new technology is potentially applicable to a wide range of drug products that are intentionally or inadvertently abused and cause harm by overdose to those who ingest them." Intellipharmaceutics' most advanced application of the PODRAS platform to date is to its Rexista product candidate (oxycodone hydrochloride extended-release tablet), which is designed to deter abuse by both physical interference and overdose. Preclinical studies of Rexista suggest that, unlike other third- party abuse-deterrent oxycodone products, if more tablets than prescribed are deliberately or inadvertently swallowed, the amount of drug active released over 24 hours may be substantially less than expected, even possibly approaching zero. However, if the prescribed number of pills is swallowed, the drug release should be as expected. In January 2013, the United States Food and Drug Administration published a paper titled, Guidance for Industry: Abuse-Deterrent Opioids -- Evaluation and Labeling, which cited the need for more efficacious abuse deterrence-technology. In this draft Guidance, the FDA stated, "Opioid analgesics are often manipulated for purposes of abuse. Most abuse-deterrent technologies developed to date are designed to make product manipulation more difficult or to make abuse of the manipulated product less attractive or rewarding. However, these technologies have not yet proven successful at deterring the most common form of abuse -- swallowing a number of intact pills or tablets to achieve a feeling of euphoria." Dr. Ed Sellers, an internationally recognized clinical pharmacologist and Professor Emeritus, University of Toronto, and President of DL Global Partners commented, "The risk of overdose due to taking more opiate analgesic than prescribed is a real one. The lack of delivery technologies to reduce that risk is an unmet public health need. The announced technology is promising. Confirmation of its clinical importance in human clinical studies would be a significant contribution to deterring abuse." Intellipharmaceutics currently expects to begin a series of clinical trials in Canada and the United States in the coming months to further evaluate Rexista incorporating its PODRASTM platform. The Company said there can be no assurance as to whether or when the FDA will approve any Intellipharmaceutics' Rexista oxycodone application. About Intellipharmaceutics Toronto, Canada-based Intellipharmaceutics International Inc. is incorporated under the laws of Canada. Intellipharmaceutics is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. Its patented Hypermatrix(TM) technology is a multidimensional controlled- release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology, Intellipharmaceuticshas a pipeline of product candidates in various stages of development, including filings with the FDA in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract, diabetes and pain. Intellipharmaceutics incurred a net loss of US$11.49 million for the year ended Nov. 30, 2013, following a net loss of US$6.13 million for the year ended Nov. 30, 2012. Deloitte LLP, in Toronto, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Nov. 30, 2013. The independent auditors noted that Company's recurring losses from operations and the accumulated deficit raise substantial doubt about its ability to continue as a going concern. J. R. BALL CONTRACTING: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: J. R. Ball Contracting Group, Inc. dba JR Ball Contracting Group, Inc. 2275 Ford Ave. Springdale, AR 72764 Case No.: 14-72561 Chapter 11 Petition Date: August 28, 2014 Court: United States Bankruptcy Court Western District of Arkansas (Fayetteville) Judge: Hon. Ben T Barry Debtor's Counsel: Stanley V Bond, Esq. BOND LAW OFFICE P.O. Box 1893 Fayetteville, AR 72701-1893 Tel: (479) 444-0255 Fax: (479) 444-7141 Email: attybond@me.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James R. Ball, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/arwb14-72561.pdf JACKSONVILLE BANCORP: Appoints Hugh Greene as Director ------------------------------------------------------ The Board of Directors of Jacksonville Bancorp, Inc., appointed Hugh Greene as new director on Aug. 26, 2014, according to a regulatory filing with the U.s. Securities and Exchange Commission. Mr. Greene has not yet been named to serve on any committees of the Board. Subject to regulatory approval, he will also serve as a director of the Company's wholly owned subsidiary, The Jacksonville Bank. Mr. Greene is the president and CEO of Baptist Health, a comprehensive health system comprised of five hospitals. Kendall Spencer, president and CEO of Bancorp, said, "We are pleased to announce that Hugh is joining the Board of Directors. He is a pillar of the Jacksonville community and brings extensive business and community leadership experience to the Board." Mr. Greene also serves as Chair of the Board of Trustees for the University of North Florida. He has received numerous accolades both in and out of the health administration field, including the 2013 Distinguished Business Leader Award from the University of North Florida's Coggin College of Business and the 2012 Humanitarian Award from OneJax. Mr. Greene was also named one of the area's 12 "Ultimate CEOs" in 2007 by the Jacksonville Business Journal, and was inducted into the First Coast Business Hall of Fame in the same year. He is a member of the executive board of the Jacksonville Civic Council, the regional CEO group. Mr. Greene is a graduate of Wake Forest University and holds a Master's Degree in Health Administration from the Medical College of Virginia and a Master's Degree of Divinity from the Southern Baptist Theological Seminary in Louisville, Kentucky. About Jacksonville Bancorp Jacksonville Bancorp, Inc., a bank holding company, is the parent of The Jacksonville Bank, a Florida state-chartered bank focusing on the Northeast Florida market with eight full-service branches in Jacksonville, Duval County, Florida, as well as the Company's virtual branch. The Jacksonville Bank opened for business on May 28, 1999, and provides a variety of community banking services to businesses and individuals in Jacksonville, Florida. Jacksonville Bancorp reported a net loss available to common shareholders of $32.42 million on $22.93 million of total interest income for the year ended Dec. 31, 2013, as compared with a net loss available to common shareholders of $43.04 million on $26.25 million of total interest income for the year ended Dec. 31, 2012. The Company reported a net loss available to common shareholders of $24.05 million in 2011. As of June 30, 2014, the Company had $494.63 million in total assets, $459.11 million in total liabilities and $35.52 million in total shareholders' equity. JACOBSEN RUGS: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Jacobsen Rugs, Inc. aka Jacobsens Rugs Inc fdba Charles W. Jacobsen, Inc 225 Wilkinson Street Syracuse, NY 13204 Case No.: 14-31366 Chapter 11 Petition Date: August 28, 2014 Court: United States Bankruptcy Court Northern District of New York (Syracuse) Judge: Hon. Margaret M. Cangilos-Ruiz Debtor's Counsel: Theodore L. Araujo, Esq. BODOW LAW FIRM PLLC Bankruptcy Law Center Nettleton Commons 313 East Willow St, Suite 105 Syracuse, NY 13203-1905 Tel: (315) 422-1234 Fax: 315-883-1322 Email: Ted.araujo@bodowlaw.com Total Assets: $2.97 million Total Liabilities: $308,891 The petition was signed by Brent Goodsell, president. A list of the Debtor's 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/nynb14-31366.pdf KONSTANTIN KUPFER: Sec. 502(b)(6) Cap Doesn't Apply to Atty Fees ---------------------------------------------------------------- KUPFER, et al., Appellants, v. SALMA, et al., Appellees, CASE NO. 14-CV-00668-WHO (N.D. Cal.), raises the question of the extent to which attorney's fees and costs awarded against the Debtors, Konstantin and Margarita Kupfer, in a pre-petition arbitration proceeding that established the Debtors' obligation to creditors for the breach of two leases are subject to the Bankruptcy Code's cap on claims by creditors for damages resulting from the termination of a lease. Bankruptcy Judge Dennis Montali determined that the fees and costs are not capped. District Judge William H. Orrick of the Northern District of California affirmed, saying the the pre-petition award of attorney's fees and costs was collateral damages and not capped by Section 502(b)(6) of the Bankruptcy Code. The Creditors include Karim Salma and Roberta Salma as trustees of the Salma Family Trust, Lindsey S. Bruel, Riyad R. Salma, and Laith K. Salma. The Kupfer were tenants of the Creditors under two separate commercial leases for property located at 1375-1395 Burlingame Avenue, Burlingame, California. The Debtors defaulted on each lease at different times prior to their bankruptcy petition. In arbitration, the Creditors were awarded $137,250 for attorney's fees and $56,934.18 for arbitration costs -- a total of $194,184.18. The arbitration award issued on June 19, 2013: adding the fees and costs to the damages for Suite 106 and Suite 205, the total award amounted to $1,481,583.18. The Kupfer filed for Chapter 11 bankruptcy on July 16, 2013. They filed an objection to the Creditors' claim based on the Bankruptcy Code Sec. 502(b)(6) cap on claims "for damages resulting from the termination of a lease of real property." The cap, as applied to the Debtors' case, consists of unpaid rent prior to surrender, plus "rent reserved" measured at the cost of rent for 15% of the remaining lease period. A copy of the District Court's Aug. 26 Order is available at http://is.gd/sHPqb8from Leagle.com. The Kupfers are represented by Iain A. Macdonald, Esq., Matthew Jon Olson, Esq., and Reno F.R. Fernandez, III, Esq., at Macdonald Fernandez LLP; and Merle Cooper Meyers, Esq., at Meyers Law Group, PC. The creditors are Karim Salma, Roberta Salma, Lindsey S. Bruel, Riyad R. Salma, amd Laith K. Salma. They are represented by Merle Cooper Meyers, Esq., and Michele Thompson, Esq., at Meyers Law Group, P.C.; and Philip Sochet Keith, Esq., Attorney at Law. LAKELAND INDUSTRIES: Multiplica to Help Unit Secure Financing ------------------------------------------------------------- Lakeland Industries, Inc., said it completed a first phase of the refinancing of Lakeland Brazil. Through an agreement signed with Multiplica Solucoes Empresariais Ltda, a private equity turnaround specialist based in Brazil with direct experience in the protective apparel business, Lakeland Brazil has been collateralized for and assisted with securing lending facilities with Brazilian lenders. Lakeland Brazil, a wholly-owned subsidiary of Lakeland Industries, has received from Multiplica assistance in securing initial financing in order to alleviate cash flow constraints, thereby enabling Lakeland's Brazilian unit to grow its sales and potentially return to profitability. Assistance from Multiplica is anticipated to take the form of, but is not limited to, loan guarantees on behalf of Lakeland Brazil to various financial institutions, strategies relating to payment of invoices, financing of accounts receivable, factoring, and negotiations with suppliers and banks. Fees paid by Lakeland Brazil to Multiplica will be based upon an agreed formula of the greater of approximately US$11,000 per month or 10% of the EBITDA of the Brazil subsidiary calculated quarterly as compensation for the financial backing, security pledge and ongoing advisory services, which includes the provision of a separately compensated in-house financial analyst working for Lakeland Brazil. Compensation commenced due to the opening of financial lending facilities that are being collateralized by Multiplica assets. In addition, Multiplica will be entitled to 10% of the proceeds upon any future sale of Lakeland Brazil by Lakeland Industries. Fees due to Multiplica and indebtedness incurred by Lakeland Brazil through this agreement are non- transferrable to the parent company, Lakeland Industries, which will remain unencumbered by the Company's Brazilian unit. "We are pleased to announce this significant step in establishing Lakeland Brazil as financially self-sustaining," said Christopher J. Ryan, president and chief executive officer of Lakeland Industries. "Lakeland Brazil remains an important asset in our global operations, although we are now emerging from what has been a nearly three-year period of operational and financial challenges. With the assistance of Multiplica, our turnaround of Lakeland Brazil is nearly complete, yet it was imperative to maintain the integrity of the balance of our worldwide operations. To this end, Lakeland Brazil has for most practical purposes already been separated from the consolidated financial performance of Lakeland Industries as it relates to commercial lender negotiations. The agreement with Multiplica maintains this strategy and represents a very acceptable arrangement for parent- company risk management purposes and subsidiary-level growth initiatives. As the final phases for refinancing Lakeland Brazil, we have established lending facilities in Brazil and, with that now in place, expect to be able to operate unfettered in building a growing business and a credit rating worthy of more permanent financing." Pursuant to this agreement, Multiplica has enabled several smaller loans to be completed utilizing their guaranty. The agreement with Multiplica took effect on August 27 when the cumulative loans they assisted in obtaining reached $R500,000 (approximately US$217,000). The agreement with Multiplica is cancellable by Lakeland Brazil on 180 days' notice or by Multiplica on 60 days' notice. Should the agreement be cancelled, Lakeland Brazil will have 180 days in which to either repay or remove the guaranty for any obligations guaranteed by Multiplica. Additional details pertaining to the agreement with Multiplica are reflected in Lakeland Industries Current Report on Form 8-K filed with the Securities and Exchange Commission, a copy of which is available at http://is.gd/lGp93q About Lakeland Industries Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and sells a comprehensive line of safety garments and accessories for the industrial protective clothing market. The Company reported a net loss of $26.3 million on $95.1 million of net sales for the year ended Jan. 31, 2013, as compared with a net loss of $376,825 on $96.3 million of sales for the year ended Jan. 31, 2012. In their report on the consolidated financial statements for the year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham, Alabama, expressed substantial doubt about Lakeland Industries' ability to continue as a going concern. The independent auditors noted that Company is in default on certain covenants of its loan agreements at Jan. 31, 2013. "The lenders have not waived these events of default and may demand repayment at any time. Management is currently trying to secure replacement financing but does not have new financing available at the date of this report." LEAR CORP: Everett Smith Deal No Impact on Moody's 'Ba2' CFR ------------------------------------------------------------ Moody's Investors Service said Lear Corporation's agreement to acquire Everett Smith Group, Ltd (Eagle Ottawa) does not currently impact Lear's Ba2 Corporate Family Rating, Speculative Grade Liquidity Rating at SGL-1, and positive outlook. The last rating action for Lear was on March 11, 2014 when the Corporate Family Rating of Ba2 was affirmed and positive rating outlook maintained. The principal methodologies used in rating Lear were Global Automotive Supplier Industry published in May 2013, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Lear Corporation, headquartered in Southfield, MI, is one of the world's leading suppliers of automotive seating and electrical power management systems. The company had net sales of $16.3 billion for the fiscal year 2013. LIQUIDMETAL TECHNOLOGIES: Registers to Sell 75 Million Shares ------------------------------------------------------------- Liquidmetal Technologies, Inc., filed a Form S-3 prospectus with the U.S. Securities and Exchange Commission to register 75,000,000 shares of the Company's common stock that it may sell to Aspire Capital Fund, LLC, pursuant to a purchase agreement. The prices at which the selling stockholder may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. On Aug. 20, 2014, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC, which provides that Aspire Capital is committed to purchase up to an aggregate of $30 million of the Company's shares of common stock over the approximately 36-month term set forth in the Purchase Agreement. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Aspire Capital in which the Company agreed to file one or more registration statements the sale of the shares of the Company's common stock that may be issued to Aspire Capital under the Purchase Agreement. The Company will not receive proceeds from the sale of the shares by Aspire Capital. However, the Company may receive proceeds of up to $30 million from the sale of its common stock to Aspire Capital once the registration statement is declared effective. The Company's common stock is traded on the OTCQB marketplace through OTC Link, an inter-dealer quotation and trading system developed by OTC Markets Group, under the ticker symbol "LQMT." On Aug. 22, 2014, the last reported sale price per share of the Company's common stock was $0.24 per share. A copy of the Form S-3 filing with the U.S. Securities and Exchange Commission is available at http://is.gd/kmzwtY About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss and comprehensive loss of $14.24 million on $1.02 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss and comprehensive loss of $14.02 million on $650,000 of total revenue for the year ended Dec. 31, 2012. The Company's balance sheet at June 30, 2014, showed $16.01 million in total assets, $8.45 million in total liabilities, and stockholders' equity of $7.56 million. SingerLewak LLP, in Los Angeles, 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 suffered recurring losses from operations and has an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. LOUDOUN HEIGHTS: Opposes Bid to Revisit M&T Settlement Ruling ------------------------------------------------------------- Loudoun Heights, LLC asked U.S. Bankruptcy Judge Brian Kenney to deny the motion filed by Little Piney Run Estates LLC to reconsider his previous decisions that approved the settlement it made with M&T Bank and the sale of so-called stream credits. In a court filing, Loudoun Heights refuted claims of LPRE that the settlement cannot legally be performed because Loudoun Mitigation Bank LLC is dissolved and cannot engage in business other than winding up its affairs. According to LPRE, Loudoun Mitigation, the company which under the terms of the settlement will sell the stream credits, terminated pursuant to the terms of its operating agreement. Frank Bredimus, Esq., at The Law Office of Frank Bredimus PLC, in Hamilton, Virginia, said LPRE presented no evidence at the June 5 evidentiary hearing regarding Loudoun Mitigation's current operating agreement. "The court has received no evidence or testimony as to what is the current operating agreement for [Loudoun Mitigation] or if the company has an oral operating agreement," Mr. Bredimus said. The lawyer said Loudoun Mitigation is a "valid and operating" company and is in good standing with the Virginia State Corporation Commission. The motion also drew flak from creditor M&T Bank. The bank said the argument that Loudoun Mitigation terminated pursuant to its operating agreement was "improperly raised for the first time in the motion" and should be rejected for that reason alone. M&T Bank is represented by: Carl A. Howard, Esq.) Michael G. Gallerizzo, Esq. GEBHARDT & SMITH LLP One South Street, Suite 2200 Baltimore, Maryland 21202 Tel: (410) 385-5015 Fax: (443) 957-4333 E-mail: choward@gebsmith.com About Loudoun Heights Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-15588) on Dec. 16, 2013. The Debtor disclosed total assets of $13.10 million and total debts of $4.84 million. The petition was signed by Joe Bane as sole manager. Frank Bredimus, Esq., at Law Office of Frank Bredimus, serves as the Debtor's counsel. Judge Brian F. Kenney presides over the case. As reported in the Troubled Company Reporter on April 22, 2014, the Debtor in early April filed an amended disclosure statement explaining its proposed plan of reorganization. According to the disclosure statement, all classes of creditors will be paid in full. The proceeds from the sale of the Debtor's assets will be sufficient to pay the Claims of all secured, priority unsecured and general unsecured creditors, and court-approved professionals. The Debtor expects $4.37 million to $9.92 million in revenue from the sale of all assets. M P HOLDINGS: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: M P Holdings LLC 2001 E. Pass Road Gulfport, MS 39507 Case No.: 14-51347 Chapter 11 Petition Date: August 28, 2014 Court: United States Bankruptcy Court Southern District of Mississippi (Gulfport-6 Divisional Office) Judge: Hon. Katharine M. Samson Debtor's Counsel: Nicholas Van Wiser, Esq. BYRD & WISER 145 Main Street Biloxi, MS 39530 Tel: (228) 432-8123 Fax: (228)432-7029 Email: nwiser@byrdwiser.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Manuel Peixoto, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. MAHALO ENERGY: Court Rejects Bid for Sanctions Against Trustee -------------------------------------------------------------- Chief District Judge Gregory K. Frizzell denied the Motion for Sanctions filed by defendants Grant A. MacKenzie, a partner of former defendant Burnet, Duckworth & Palmer, LLP, and Jeff G. Lawson, a former partner of BDP, against P. David Newsome, Jr., Liquidating Trustee of Mahalo Energy (USA), Inc., and his attorneys. They seek Rule 11 sanctions against th trustee for reasserting legal malpractice allegations and claims in a First Amended Complaint, despite the court's earlier dismissal of such claims and the appellate court's affirmance of the dismissal. On March 8, 2011, the Trustee filed the action against former officers and directors of Mahalo USA and its parent, Mahalo Energy Ltd., a Canadian company, as well as BDP and Lawson. The Trustee's Complaint asserted claims for breach of fiduciary duties and aiding and abetting breach of fiduciary duties. The claims against BDP were based on legal services its attorneys provided the Parent and affiliates. The claims against Lawson were based both on the legal services he performed as a BDP partner and on his role as an officer of the Parent. The case is, P. DAVID NEWSOME, JR., LIQUIDATING TRUSTEE OF MAHALO ENERGY (USA), INC., Plaintiff, v. WILLIAM GALLACHER, DUNCAN CHISHOLM, GARY H. DUNDAS, JEFF G. LAWSON, JAMES BURNS, KEVIN WOLFE, DAVID E. BUTLER and GRANT A. MACKENZIE, Defendants, CASE NO. 11-CV-140-GKF-PJC (N.D. Okla.). A copy of the District Court's August 25 Opinion and Order is available at http://is.gd/bqR9JWfrom Leagle.com. P David Newsome, Jr, is represented by Ali MM Mojdehi, Esq., and Janet Dean Gertz, Esq., at Cooley LLP; and Joshua D Wells, Esq., and William Bernard Federman, Esq., at Federman & Sherwood. The Defendants are represented by Craig Alan Fitzgerald, Esq., John Henry Rule, II, Esq., and Sidney K Swinson, Esq., at Gable & Gotwals. Joseph R Farris, Esq., and Paula J Quillin, Esq., at Feldman Franden Woodard & Farris, also represent certain of the Defendants. About Mahalo Energy (USA) Inc. Mahalo Energy (USA) Inc. has 300 producing wells in Oklahoma and 60,000 acres of gas-bearing shale formations. Tulsa, Oklahoma- based Mahalo Energy filed for Chapter 11 protection (Bankr. E.D. Okla. Case No. 09-80795) on May 21, 2009. The Debtor sought bankruptcy protection following a default in its secured debt, resulting from increasing commodity prices and failure to meet targets to overall production levels. The Debtor tapped Stephen W. Elliott, Esq., at Kline, Kline, Elliot & Bryant, PC, as counsel. The Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in debts as of the bankruptcy filing. P David Newsome, Jr, was appointed as the liquidating trustee and successor-in-interest to the claims of the reorganized debtor. MARTIN PEMSTEIN: District Court Appeal Tossed --------------------------------------------- District Judge Fernando M. Olguin in Central District of California affirmed the bankruptcy court's order granting Harold Pemstein's motion to dismiss a complaint filed by Martin Pemstein for failure to state a claim upon which relief could be granted. The dispute arises from the November 2005 bankruptcy and dissolution of HMS Holding Company, which was a general partnership between Martin and Harold. HMS was dissolved pursuant to a stipulation between the parties, which was approved by the bankruptcy court. Martin originally filed his lawsuit against Harold in the United States Bankruptcy Court for the Central District of California, for breach of contract, contempt of court, and declaratory relief. A copy of the District Court's August 25 decision is available at http://is.gd/7UQInifrom Leagle.com. Martin Pemstein and Diana Pemstein, based in Newport Beach, California, filed for Chapter 11 bankruptc (Bankr. C.D. Calif. Case No. 10-15552) on April 28, 2010. Judge Robert N. Kwan oversees the case. Nancy Knupfer, Esq., at Fredman Knupfer Lieberman LLP, serves as the Pemsteins' counsel. In their petition, the Pemsteins estimated $1 million to $10 million in assets, and under $1 million in debts. A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-15552.pdf MAXIM CRANE: Moody's Corrects Aug. 25 Ratings Release ----------------------------------------------------- In an Aug. 28, 2014 announcement, Moody's Investors Service corrected text of its Aug. 25, 2014 ratings release on Maxim Crane Works L.P. In the first sentence of the first paragraph, Moody's corrected Maxim Crane Works L.P.'s previous Probability of Default Rating to Caa1-PD from Caa1. Also, in the debt list under Upgrades, moody's added "PD" to the previous and current Probability of Default ratings. The debt list now reads "Upgraded to B3-PD from Caa1-PD." METRORIVERSIDE LLC: Macdonald Fernandez Approved as Counsel ----------------------------------------------------------- MetroRiverside, LLC sought and obtained permission from the Hon. Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California to employ Macdonald Fernandez LLP as counsel. The Debtor requires Macdonald Fernandez to: (a) assist the Debtor in administering the estate; (b) represent the Debtor in concluding the Chapter 11 case; and (c) prepare and file a Chapter 11 plan to bring its Chapter 11 to conclusion. The Debtor understands that its obligation to pay fees and costs is subject to the Guidelines for Compensation and Expense Reimbursement of Professionals and Trustees, promulgated by the United States Bankruptcy Court for the Northern District of California, and payment of such fees and costs are subject to prior court approval. Reno F.R. Fernandez III, partner of Macdonald Fernandez, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Macdonald Fernandez can be reached at: Reno F.R. Fernandez, III, Esq. MACDONALD FERNANDEZ LLP 221 Sansome Street San Francisco, CA 94104 Tel: (415) 362-0449 ext. 204 Fax: (415) 394-5544 E-mail: reno@macfern.com About MetroRiverside, LLC MetroRiverside, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Calif. Case No. 14-30901) on June 12, 2014. The petition was signed by Siavash Barmand as manager. The Debtor disclosed total assets of $18.79 million and total liabilities of $21.80 million. MacDonald Fernandez LLP serves as the Debtor's counsel. Judge Dennis Montali oversees the case. The Debtor operates a Hyatt Place hotel, franchised from Hyatt Place Franchising LLC. The Hotel is located at 3500 Market Street, Riverside, California. MF GLOBAL: District Court Reinstates "Thielman" Class Action ------------------------------------------------------------ Alleged former employees of Defendants, appeal from a decision of Bankruptcy Judge Martin Glenn dismissing their Second Amended Complaint with prejudice. The Plaintiffs brought claims under the federal and New York Worker Adjustment and Retraining Notification Acts (the "WARN Acts") for the Defendants' failure to provide the required advance notice of their termination. The Bankruptcy Court previously dismissed the Plaintiffs' claims against MF Global Inc. pursuant to the liquidating fiduciary doctrine, and then dismissed their claims against MF Global Holdings, Ltd., MF Global Finance USA, Inc., and MF Global Holdings USA, Inc. for the Plaintiffs' failure to allege that they were employed by any Defendant other than MFGI. In an August 14 Opinion and Order available at http://is.gd/DBhh7q from Leagle.com, District Judge Lorna G. Schofield reversed the Bankruptcy Court's decision and remanded the action to the Bankruptcy Court for further proceedings. The case is, TODD THIELMAN, et al., Plaintiffs, v. MF GLOBAL HOLDINGS, LTD., et al., Defendants, NO. 13 CIV. 07218 (LGS) (S.D.N.Y.). Todd Thielmann, Appellant, is represented by Jack A. Raisner, Outten & Golden,LLP & Rene Sara Roupinian, Outten & Golden,LLP. The other appellants represented by the same firm are Pierre-Yvan Desparois, Sandy Glover-Bowlers, Arton Sina, and Natalia Sivova. MF Global Holdings LTD., et al. are represented by James D Vandewyngearde, Esq., and Robert Steven Hertzberg, Esq. -- vandewyj@pepperlaw.com and hertzbergr@pepperlaw.com -- at Pepper Hamilton LLP. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MINERAL PARK: Arizona Mine Operator in Chapter 11 to Sell Biz ------------------------------------------------------------- Canadian company Mercator Minerals Ltd. sent its copper mine in Kingman, Arizona to bankruptcy with plans to sell the mine after a deal to merge with Intergeo MMC Ltd. fell apart. MML's Mineral Park, Inc., owns Mineral Park Mine, which encompasses 6,497 acres of contiguous ground in the Wallapai mining district located in the Cerbat Mountains in Northwestern Arizona. The Mineral Park Mine is an open mine operation that utilizes drilling, shovel, loading and truck hauling to excavate rock, which are processed into copper, molybdenum and silver concentrates and cathode copper for commercial sale. For the fiscal year ended Dec. 31, 2013, Mineral Park had revenue of $222.3 million. Mineral Park during the period sold 35.9 million pounds of copper and 9.2 million pounds of molybdenum in concentrates and delivered 0.5 million ounces of silver. As of the Petition Date, Mineral Park has 415 employees. Road to Bankruptcy In light of the commodity price environment, capital market conditions and other challenges, MML commenced a process to review strategic alternatives in mid-2013. On Dec. 12, 2013, MML announced that it had entered into an arrangement agreement with Intergeo MMC Ltd. and ancillary documentation to effect a business combination through a plan of arrangement under Canadian Law. In connection with the transaction, Daselina Investments Ltd., Integro's shareholder, agreed to advance up to $14 million to Mineral Park by way of a bridge loan to provide the company with sufficient funding to stabilize its operations until the transaction could be consummated. On Aug. 1, 2014, MML announced that the completion deadline for the agreement had not been extended and therefore the arrangement agreement with Itergeo had termination in accordance with its terms. In addition to the bridge financing from Daselina, Mineral Park has a prepetition credit facility in place with various lenders. Such financing is senior to the liens and claims of Daselina. Various defaults have occurred under the senior credit facility and Mineral Park has been operating under a forbearance agreement with its lenders. With the expiration of the forbearance on Aug. 15, 2014, and an unwillingness on the part of the lenders to extend any further accommodations to Mineral Park outside of bankruptcy, the Debtors commenced the Chapter 11 cases in order to avoid any disruption in the Debtors' operations and to pursue an orderly process for the sale of their assets. Prepetition Capital Structure As of the Petition Date, Mineral Park's obligations under the credit agreement with Societe General, as administrative agent, totaled $86,786,667 in principal, plus accrued interest and fees. Mineral Park also has $16,183,108 outstanding to lenders under hedging agreements with Societe General, Portigon AG, New York Branch, Barclays Bank PLC, and Credit Suisse International. The face amount outstanding under the intercompany note held by Silver Wheaton (Cyamans) Ltd. pursuant to a silver purchase agreement is $50 million as of the Petition Date. As of the Petition Date, the principal obligations to Desalina total $13 Million. General unsecured debt total $11.5 million. Debtor-affiliate Bluefish Energy Corporation, the owner and operator of the industrial gas turbine power generator at the Mine, has $20.8 million in principal outstanding under a secured loan from Trafigura AG, and has general unsecured debt totaling $2.5 million. First Day Motions The Debtor on the Petition Date filed motions to: -- use cash collateral; -- pay wages and benefits to employees; -- maintain their existing cash management system; -- maintain a deposit of $1,043,229 with utility providers; -- pay $425,000 in prepetition shipping, customs and related charges; -- pay prepetition claims of critical vendors; and -- extend the deadline to file schedules of assets and liabilities and statements of financial affairs by an additional 20 days through and including Oct. 14, 2014. A hearing on the first day motions was held on Aug. 27, 2014 at 11:00 a.m. (ET) before the Honorable Kevin J. Carey (in place of the Honorable Kevin Gross, who is on vacation). A final hearing on certain of the first day motions will be held on Sept. 23, 2014 at 2:00 pm (ET). About Mineral Park Mineral Park, Inc., and three affiliates commenced proceedings under Chapter 11 of the Bankruptcy Code in Delaware on Aug. 25, 2014. The cases are pending before the Honorable Kevin J. Carey and are jointly administered under Case No. 14-11996. Mineral Park and its affiliated debtors are subsidiaries of Mercator Minerals Ltd. ("MML"), a mineral resource company engaged through various subsidiaries in the mining, exploration, development and operation of its mineral properties in Mohave County, Arizona, and Sonora, Mexico. Mineral Park's principal asset is the Mineral Park Mine, a producing copper-molybdenum mine located near Kingman, Arizona. British Columbia, Canada-based MML, which has shares trading on the Toronto Stock Exchange under the trading symbol "ML", is not included in the bankruptcy filing. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as counsel, Evercore Group LLC as investment banker, FTI Consulting, Inc., as financial advisor, FTI's David J. Beckman as CRO, and FTI's Paul Hansen as assistant CRO. Prime Clerk LLC is the claims and noticing agent. Mineral Park estimated $100 million to $500 million in assets and debt. MINERAL PARK: Cash Collateral to Fund Mining Operations ------------------------------------------------------- Mineral Park, Inc., which has not obtained postpetition financing, has sought urgent approval to use cash collateral. Marc S. LeBlanc, the corporate secretary, explains that the Debtor said that without access to cash collateral, it will not be able to continue operations or to effectuate an orderly sale process. Mineral Park, which employs 415 people, is the second largest employer in Mohave County, Arizona, second only to the County itself. Mineral Park currently has two 12-hour shifts working in ongoing operations in Mineral Park, Arizona. Without immediate access to cash collateral, Mineral Park would be forced to immediately cease mining operations and terminate all employees, Mr. LeBlanc said. Bluefish Energy Corp., a debtor-affiliate, does not intend to make payments or otherwise utilize cash collateral on a postpetition basis, but Mineral Park will make payments on behalf of Bluefish in consideration of power supplied to Mineral Park by Bluefish postpetition. As of the Petition Date, Mineral Park has this outstanding indebtedness: -- Mineral Park's obligations under a credit agreement with Societe General, as administrative agent, totaled $86,786,667 in principal, plus accrued interest and fees. Mineral Park also has $16,183,108 outstanding to lenders under hedging agreements with Societe General, Portigon AG, New York Branch, Barclays Bank PLC, and Credit Suisse International. -- The face amount outstanding under the intercompany note held by Silver Wheaton (Caymans) Ltd. pursuant to a silver purchase agreement is $50 million. -- Principal obligations to Daselina Investments Ltd. on a bridge loan total $13 million. Debtor-affiliate Bluefish Energy Corporation has $20.8 million in principal outstanding under a secured loan from Trafigura AG. James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, explained in a court filing that Societe General is consenting to the entry of the interim order authorizing the use of cash collateral. Daselina is not entitled to adequate protection pursuant to its intercredit agreement with SG. Silver Wheaton is adequately protected by Mineral Park's agreement to reserve the postpetition proceeds of silver sales. Moreover, the secured parties will be adequately protected by Mineral Park's proposed use of cash collateral in at least three ways: (1) the going concern value of Mineral Park's business will be preserved, at least for a time; (2) Mineral Park is projected to breakeven or better on a cash flow basis based on various reasonable assumptions relative to commodity pricing, equipment availability and other key operating parameters; and (3) Mineral Park is proposing to provide further adequate protection in favor of SG in the form of an adequate protection lien. Mineral Park's proposed interim order provides that its ability to use cash collateral pursuant to the interim order will end within 45 days following the Petition Date unless a final order has been entered. Thereafter, it is expected that the Debtors will have access to cash collateral through the end of December 2014 in order to complete a sale process. About Mineral Park Mineral Park, Inc., Bluefish Energy Corp. and two affiliates commenced proceedings under Chapter 11 of the Bankruptcy Code in Delaware on Aug. 25, 2014. The cases are pending before the Honorable Kevin J. Carey and are jointly administered under Case No. 14-11996. Mineral Park and its affiliated debtors are subsidiaries of Mercator Minerals Ltd. ("MML"), a mineral resource company engaged through various subsidiaries in the mining, exploration, development and operation of its mineral properties in Mohave County, Arizona, and Sonora, Mexico. Mineral Park's principal asset is the Mineral Park Mine, a producing copper-molybdenum mine located near Kingman, Arizona. Bluefish is the owner and operator of the industrial gas turbine power generator at the Mine. British Columbia, Canada-based MML, which has shares trading on the Toronto Stock Exchange under the trading symbol "ML", is not included in the bankruptcy filing. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as counsel, Evercore Group LLC as investment banker, FTI Consulting, Inc., as financial advisor, FTI's David J. Beckman as CRO, and FTI's Paul Hansen as assistant CRO. Prime Clerk LLC is the claims and noticing agent. Mineral Park estimated $100 million to $500 million in assets and debt. MINERAL PARK: Taps Prime Clerk as Claims & Noticing Agent --------------------------------------------------------- Mineral Park, Inc., and its affiliated debtors seek approval from the bankruptcy court to employ Prime Clerk LLC as claims and noticing agent in the chapter 11 cases. For its claims and noticing services, Prime Clerk will charge the Debtors at these hourly rates: Hourly Rate ----------- Analyst $45 Technology Consultant $100 Consultant $120 Senior Consultant $155 Director $190 For the firm's solicitation, balloting and tabulation services, the rates are: Hourly Rate ----------- Solicitation Consultant $155 Director of Solicitation $190 The firm will charge $0.10 per page for printing, $0.10 per page for fax noticing and no charge for e-mail noticing. Hosting of the case Web site is free of charge and on-line claim filing services are free of charge. For data administration and management, the firm will charge $0.10 per record per month for data storage, maintenance and security. Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $25,000. Benjamin P. D. Schrag, the executive vice president of Prime Clerk, attests that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors are filing a separate application to employ Prime Clerk as administrative advisor pursuant to Sec. 327(a) of the Bankruptcy Code because the administration of the Chapter 11 cases will require Prime Clerk to perform duties outside the scope of 28 U.S.C. Sec. 156(c). The firm maintains a Web site: http://cases.primeclerk.com/Mineralpark/ The claims agent can be reached at: PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Attn: Shai Waisman Tel: (212) 257-5450 About Mineral Park Mineral Park, Inc., Bluefish Energy Corp. and two affiliates commenced proceedings under Chapter 11 of the Bankruptcy Code in Delaware on Aug. 25, 2014. The cases are pending before the Honorable Kevin J. Carey and are jointly administered under Case No. 14-11996. Mineral Park and its affiliated debtors are subsidiaries of Mercator Minerals Ltd. ("MML"), a mineral resource company engaged through various subsidiaries in the mining, exploration, development and operation of its mineral properties in Mohave County, Arizona, and Sonora, Mexico. Mineral Park's principal asset is the Mineral Park Mine, a producing copper-molybdenum mine located near Kingman, Arizona. Bluefish is the owner and operator of the industrial gas turbine power generator at the Mine. British Columbia, Canada-based MML, which has shares trading on the Toronto Stock Exchange under the trading symbol "ML", is not included in the bankruptcy filing. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as counsel, Evercore Group LLC as investment banker, FTI Consulting, Inc., as financial advisor, FTI's David J. Beckman as CRO, and FTI's Paul Hansen as assistant CRO. Prime Clerk LLC is the claims and noticing agent. Mineral Park estimated $100 million to $500 million in assets and debt. MINERAL PARK: To Pay $2-Mil. for Critical Vendor Claims ------------------------------------------------------- Mineral Park, Inc., and its affiliated debtors seek approval from the bankruptcy court to pay, at their own discretion, up to $2 million for certain prepetition claims of critical vendors and service providers. The Debtors have closely reviewed their books and records as of the Petition Date and believe that a cap of $2 million is sufficient to satisfy the critical vendor claims and stabilize the Debtors' business. The Debtors propose to pay the critical vendor claims upon reaching an understanding with an individual critical vendor that the vendor is to continue supplying goods or services to the Debtors on the most favorable terms and practices that existed within the past year. About Mineral Park Mineral Park, Inc., Bluefish Energy Corp. and two affiliates commenced proceedings under Chapter 11 of the Bankruptcy Code in Delaware on Aug. 25, 2014. The cases are pending before the Honorable Kevin J. Carey and are jointly administered under Case No. 14-11996. Mineral Park and its affiliated debtors are subsidiaries of Mercator Minerals Ltd. ("MML"), a mineral resource company engaged through various subsidiaries in the mining, exploration, development and operation of its mineral properties in Mohave County, Arizona, and Sonora, Mexico. Mineral Park's principal asset is the Mineral Park Mine, a producing copper-molybdenum mine located near Kingman, Arizona. Bluefish is the owner and operator of the industrial gas turbine power generator at the Mine. British Columbia, Canada-based MML, which has shares trading on the Toronto Stock Exchange under the trading symbol "ML", is not included in the bankruptcy filing. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as counsel, Evercore Group LLC as investment banker, FTI Consulting, Inc., as financial advisor, FTI's David J. Beckman as CRO, and FTI's Paul Hansen as assistant CRO. Prime Clerk LLC is the claims and noticing agent. Mineral Park estimated $100 million to $500 million in assets and debt. MINERAL PARK: Meeting to Form Creditors' Panel Set for Sept. 9 -------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on Sept. 9, 2014, at 10:30 a.m. in the bankruptcy case of Mineral Park, Inc., et al. The meeting will be held at: J. Caleb Boggs Federal Building 844 King St., Room 5209 Wilmington, DE 19801 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. About Mineral Park Mineral Park, Inc., Bluefish Energy Corp. and two affiliates commenced proceedings under Chapter 11 of the Bankruptcy Code in Delaware on Aug. 25, 2014. The cases are pending before the Honorable Kevin J. Carey and are jointly administered under Case No. 14-11996. Mineral Park and its affiliated debtors are subsidiaries of Mercator Minerals Ltd. ("MML"), a mineral resource company engaged through various subsidiaries in the mining, exploration, development and operation of its mineral properties in Mohave County, Arizona, and Sonora, Mexico. Mineral Park's principal asset is the Mineral Park Mine, a producing copper-molybdenum mine located near Kingman, Arizona. Bluefish is the owner and operator of the industrial gas turbine power generator at the Mine. British Columbia, Canada-based MML, which has shares trading on the Toronto Stock Exchange under the trading symbol "ML", is not included in the bankruptcy filing. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as counsel, Evercore Group LLC as investment banker, FTI Consulting, Inc., as financial advisor, FTI's David J. Beckman as CRO, and FTI's Paul Hansen as assistant CRO. Prime Clerk LLC is the claims and noticing agent. Mineral Park estimated $100 million to $500 million in assets and debt. MINERAL PARK: Section 341(a) Meeting Scheduled for Sept. 23 ----------------------------------------------------------- A meeting of creditors in the bankruptcy case of Mineral Park Inc. is scheduled for Sept. 23, 2014, at 10:30 a.m. at J. Caleb Boggs Federal Building, 844 King St., Room 2112, in Wilmington, Delaware. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Mineral Park Mineral Park, Inc., and three affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 14-11996 to 14- 11999) on Aug. 25, 2014. Marc S. LeBlanc signed the petitions as corporate secretary. The Debtors estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. Pachulski Stang Ziehl & Jones LLP acts as the Debtors' counsel. Prime Clerk LLC is the Debtors' claims and noticing agent. FTI Consulting, Inc., serves as the Debtors' financial advisor. Evercore Group LLC acts as the Debtors' investment banker. MOHEGAN TRIBAL: Moody's Affirms B3 CFR & Changes Outlook to Neg. ---------------------------------------------------------------- Moody's Investors Service changed Mohegan Tribal Gaming Authority's (MTGA) rating outlook to negative from stable. Moody's affirmed the company's B3 Corporate Family rating, B3-PD Probability of Default rating, B2 bank debt rating, B3 senior unsecured debt, and Caa2 senior subordinated debt rating. Rating Rationale The change in MTGA's rating outlook to negative reflects continued declines in Mohegan's revenues (-3.9%) and EBITDA (-19%) for the first nine months of 2014. These trends have caused debt/EBITDA to climb to 6.5 times for the 12-month period ended June 30, 2014 from 5.4 times at fiscal year-end 2013. Moody's estimates debt/EBITDA at fiscal year-end September 2014 will approximate 6.7 times on flat EBITDA and slightly higher debt in the fourth quarter versus the same period in 2013. MTGA has adequate liquidity comprised of $71 million in cash (some of which is required to support operations) and about $76.2 million of borrowing capacity under its $100 million revolving credit facility as of June 30, 2014. However, the company's covenant cushion is tight, which remains a concern given earnings pressure. Moody's expects gaming revenues in Connecticut (and at MTGA) will continue to fall due to reduced spending by gaming consumers experiencing weak growth in disposable income. Despite revenue pressure over the next twelve months, Moody's believe MTGA has a reasonable opportunity to increase EBITDA margins resulting in flat EBITDA in the fourth quarter of 2014 and in 2015. Moody's expect an approximate $10 million reduction in corporate expense (no further spending needed for Massachusetts gaming license), and a modest level of cost savings. Additionally, MTGA is expected to generate positive free cash flow in 2015 as relinquishment payments end, and so debt levels could drop by up to $40 million due to mandatory debt amortization and debt prepayment from free cash flow resulting in debt/EBITDA at year-end 2015 under 6.5 times. Ratings could be downgraded if: the Connecticut gaming market revenue declines accelerate, MTGA's EBITDA declines continue, if MTGA does not show improvement in leverage over the next few quarters or if it appears likely the company will have difficulty meeting its financial covenants. An outlook revision to stable would require a stabilization in the company's revenue and earnings performance and a reduction in leverage. Ratings affirmed: Corporate Family rating at B3 Probability of Default rating at B3-PD Senior secured revolver due 2018 at B2, LGD3 Senior secured term loan A due 2018 at B2, LGD3 Senior secured term loan B due 2019 at B2, LGD3 9.75% senior unsecured notes due 2021 at B3, LGD3 6.875% senior subordinated notes at Caa2, LGD6 The principal methodology used in this rating was Global Gaming Industry published in June 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MOMENTIVE PERFORMANCE: Confirmation Hearing to Resume Sept. 9 ------------------------------------------------------------- At a hearing on August 26, 2014, the Bankruptcy Court in White Plains, N.Y. stated its intent to consider Momentive Performance Materials Inc.'s proposed confirmation order and issues related thereto at a date to be determined. The Debtors have since set Sept. 9, 2014 at 2:00 p.m. (EST) as the date and time for such hearing. At the Aug. 26 hearing, the Court indicated that it will enter an order confirming the Company's restructuring plan once certain modifications have been made to the plan. As reported by the Troubled Company Reporter on Aug. 28, 2014, Momentive said it expects to "complete the modifications shortly and to formally emerge from Chapter 11 within the next few weeks." As reported by the TCR on Aug. 27, The Wall Street Journal's Tom Corrigan reported that Bankruptcy Judge Robert Drain: 1. declined to confirm Momentive's, saying that the company's highest-ranking bondholders were entitled to a slightly higher interest rate than what the plan currently provides. Judge Drain said he would confirm the plan if the company amended the document to provide that higher interest rate. 2. ruled that Momentive doesn't owe its senior bondholders so-called make-whole payments, or premiums the bondholders argued Momentive should be forced to pay for refinancing their bonds. He did find that the bondholders are entitled to a slightly higher interest rate. 3. the treatment of Momentive's senior subordinated bondholders, who are owed $382 million, under the plan was legal and appropriate. WSJ noted that the bondholders have filed a lawsuit challenging their placement at near the bottom of the creditor priority list, which would leave them unpaid. If they prevailed, Momentive's restructuring plan would have required a revision to account for the bondholders' change in status. Meanwhile, certain Requisite 1.5 Lien Noteholders have file a motion to change their Plan vote from "rejecting" to "accepting" the Plan. The Requisite 1.5 Lien Noteholders are Watershed Asset Management LLC, MacKay Shields LLC, Fidelity Management & Research Company, Hotchkis and Wiley Capital Management, LLC, Lord, Abbett & Co. LLC, Hartford Investment Management Company, and Phoenix Investment Adviser LLC, on behalf of themselves and investment accounts owned or managed by them. The Requisite 1.5 Lien Noteholders previously voted, as members of Class 5 (1.5 Lien Note Claims), to reject the Proposed Plan. The Requisite 1.5 Lien Noteholders believe that the votes of the Requisite 1.5 Lien Noteholders, together with the votes originally cast in favor of the Proposed Plan, are sufficient in number and amount to create an accepting class under the Bankruptcy Code. The key terms of the Plan include a $600 million rights offering, which will provide a significant equity infusion to the Company and 100% recovery to trade creditors and other general unsecured creditors. Upon emergence, Momentive will have eliminated $3 billion of debt from its balance sheet, and will have liquidity of approximately $425 million and net debt of $1.2 billion. Starting on August 22, 2014, the Requisite 1.5 Lien Noteholders retained Curtis for the limited purpose of preparing, filing, and prosecuting the motion pursuant to Bankruptcy Rule 3018 in connection with the 1.5 Lien Notes. The firm may be reached at: Steven J. Reisman, Esq. Michael J. Moscato, Esq. Theresa A. Foudy, Esq. CURTIS, MALLET-PREVOST, COLT & MOSLE LLP 101 Park Avenue New York, NY 10178-0061 Tel: (212) 696-6000 Fax: (212) 697-1559 E-mail: sreisman@curtis.com mmoscato@curtis.com tfoudy@curtis.com About Momentive Performance Momentive Performance is one of the world's largest producers of silicones and silicone derivatives, and is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of which 46% of the Company's employees are members of a labor union or are represented by workers' councils that have collective bargaining agreements. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.114 billion of consolidated outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC is the notice and claims agent. The U.S. Trustee for Region 2 appointed seven members to serve on the Official Committee of Unsecured Creditors of the Debtors' cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its counsel. FTI Consulting, Inc., serves as its financial advisor. Rust Consulting Omni Bankruptcy serves as its information agent. Wilmington Trust, National Association, the Trustee for the Momentive Performance Materials Inc. 10% Senior Secured Notes due 2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25, 2012, by and between Momentive Performance Materials Inc. and The Bank of New York Mellon Trust Company, National Association, is represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen Moeller-Sally, Esq., at Ropes & Gray LLP. U.S. Bank National Association -- as successor Indenture Trustee under the indenture dated as of December 4, 2006, among Momentive Performance Materials Inc., the Guarantors named in the Indenture, and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5% Senior Subordinated Notes due 2016 -- is represented in the case by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L. Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at Maslon Edelman Borman & Brand, LLP. BOKF, NA -- as successor First Lien Trustee to The Bank of New York Mellon Trust Company, N.A., as trustee under an indenture dated as of October 25, 2012, for the 8.875% First-Priority Senior Secured Notes due 2020 issued by Momentive Performance Materials Inc. and guaranteed by certain of the debtors -- is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A. Espana, Esq., at Dechert LLP. Counsel to Apollo Global Management, LLC and certain of its affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP. Attorneys for Ad Hoc Committee of Second Lien Noteholders are Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A. Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP. MUSCLEPHARM CORP: Five Directors Elected to Board ------------------------------------------------- MusclePharm Corporation held its 2014 annual meeting of stockholders on Aug. 25 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. At the Meeting, the stockholders: (1) elected Bradley Pyatt, Richard F. Estalella, Michael J. Doron, Daniel J. McClory and Gregory Macosko as directors; (2) ratified the appointment of EKS&H LLP as the Company's independent auditors for the fiscal year ending Dec. 31, 2014; and (3) approved the issuance of 1,500,000 shares of Company common stock to certain employees, including executive, pursuant to restricted stock agreements. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm reported a net loss after taxes of $17.71 million in 2013, a net loss after taxes of $18.95 million in 2012 and a net loss of $23.28 million in 2011. As of June 30, 2014, the Company had $66.93 million in total assets, $28.83 million in total liabilities and $38.09 million in total stockholders' equity. NATROL INC: Wants to Hire BDO USA as Auditor -------------------------------------------- Natrol, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ BDO USA LLP as auditor. The Debtors seek to retain BDO USA during these Chapter 11 Cases to audit the consolidated financial statements for 2013 of Natrol, Inc. Subject to Court approval, BDO USA will audit the consolidated financial statements of Natrol, Inc., which comprise the consolidated balance sheet as of Dec. 31, 2013, and the related consolidated statements of income and comprehensive income, stockholders' equity, and cash flows for the year then ending, and the related notes to the consolidated financial statements (the "2013 Audit"). In addition, pursuant to the terms of the engagement letter attached hereto as Exhibit C (the "Financial Analyses Engagement Letter"), the Debtors also seek to retain BDO USA to provide certain financial analyses of the Debtors' financial records for the periods ending Dec. 31, 2012, Dec. 31, 2013, and July 31, 2014 (the "Historical Periods"). In particular, for the Historical Periods, BDO USA will (i) analyze the quality of the Debtors' internal financial information; (ii) prepare an analysis of adjusted EBITDA; (iii) analyze monthly trial balances, operating trends, and the components of operating expenses; and (iv) analyze monthly working capital by component, the summaries of accounts receivable, inventories, accounts payable, accrued liabilities, and planned capital expenditures (the "Financial Analyses"). BDO USA will be paid at these hourly rates: Partners $400-$600 Senior Managers $300-$500 Managers $250-$350 Seniors $175-$250 Staff $125-$175 In consideration of the audit and financial analyses services to be provided by BDO USA, the Debtors have agreed to compensate and reimburse BDO USA based on a combination of fixed fees and agreed hourly rates. The fixed fee for the 2013 Audit is $50,000. The fixed fee for the Financial Analyses is $150,000 (collectively, the "Fixed Fees"). BDO USA requires a retainer equal to 50% of the set fixed fee upon execution of an engagement letter. The retainer for the Fixed Fees would, therefore, normally be $100,000 (the "Retainers"). The Debtors request that the Court authorize them to provide BDO USA with the retainers upon approval of BDO USA's retention. BDO USA will also be reimbursed for reasonable out-of-pocket expenses incurred. Anthony A. Ferguson, partner of BDO USA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. BDO USA can be reached at: Anthony A. Ferguson BDO USA LLP 270 Presidential Drive Wilmington, DE 19807 Tel: (310) 557-8258 E-mail: aferguson@bdo.com About Natrol, Inc. Headquartered in Chatsworth, Calif., Natrol, Inc. -- http://www.natrol.com-- is a wholly owned subsidiary of Plethico Pharmaceuticals Limited. Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO) engages in the manufacturing, marketing and distribution of pharmaceutical and allied healthcare products around the world. Natrol products are made in the U.S. Established in 1980, Natrol, Inc. has been a global leader in the nutrition industry, and a trusted manufacturer and marketer of a superior quality of herbs and botanicals, multivitamins, specialty and sports nutrition supplements made to support health and wellness throughout all ages and stages of life. Natrol products are available in health food stores, drug and grocery stores, and mass-market retailers, and through Natrol.com and other online retailers. Natrol distributes products nationally through more than 54,000 retailers as well as internationally in over 40 other countries through distribution partners. Natrol, Inc., and its six affiliates sought bankruptcy protection on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtors are represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq., at GIBSON, DUNN & CRUTCHER LLP, in Los Angeles, California; and Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J. Bambrick, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in Wilmington, Delaware. The Debtors' Claims and Noticing Agent is EPIQ SYSTEMS INC. The Debtors requested that the Court approve the employment of (i) Jeffrey C. Perea of the firm Conway MacKenzie Management Services, LLC as chief financial officer and for CMS to provide temporary employees to assist Mr. Perea in carrying out his duties; (ii) Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda & Williamson LLP as chief restructuring officer and for CMS to provide temporary employees to assist Mr. Milner in carrying out his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as tax services provider. The U.S. Trustee for Region 3 on June 19 appointed five creditors of Natrol, Inc. to serve on the official committee of unsecured creditors. The Committee tapped to retain Otterbourg P.C. as lead counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii) CMAG as financial advisors. NAVISTAR INTERNATIONAL: To Webcast Q3 Results on Sept. 3 -------------------------------------------------------- Navistar International Corporation will present via live web cast its fiscal 2014 third quarter financial results on Wednesday, September 3rd, according to a document filed with the U.S. Securities and Exchange Commission. A live web cast is scheduled at approximately 9:00 a.m. Eastern. Speakers on the web cast will include Troy Clarke, president and chief executive officer, Jack Allen, executive vice president and chief operating officer, Walter Borst, executive vice president and chief financial officer, and other company leaders. The web cast can be accessed through a link on the investor relations page of Company's Web site at http://www.navistar.com/navistar/investors/webcasts Investors are advised to log on to the Web site at least 15 minutes prior to the start of the web cast to allow sufficient time for downloading any necessary software. The web cast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a period of 10 days. About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar International reported a net loss attributable to the Company of $898 million for the year ended Oct. 31, 2013, following a net loss attributable to the Company of $3.01 billion for the year ended Oct. 31, 2012. The Company's balance sheet at April 30, 2014, showed $7.72 billion in total assets, $11.79 billion in total liabilities and a $4.07 billion total stockholders' deficit. * * * In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service affirmed the ratings of Navistar International Corporation, including the B3 Corporate Family Rating (CFR). The ratings reflect Moody's expectation that Navistar's successful incorporation of Cummins engines throughout its product line up will enable the company to regain lost market share, and that progress in addressing component failures in 2010 vintage-engines will significantly reduce warranty expenses. As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Illinois-based truckmaker Navistar International Corp. (NAV) to 'CCC+' from 'B-'. "The rating downgrades reflect our increased skepticism regarding NAV's prospects for achieving the market shares it needs for a successful business turnaround," said credit analyst Sol Samson. In January 2013, Fitch Ratings affirmed the Issuer Default Ratings (IDR) for Navistar International Corporation and Navistar Financial Corporation at 'CCC' and removed the Negative Outlook on the ratings. The removal reflects Fitch's view that immediate concerns about liquidity have lessened, although liquidity remains an important rating consideration as NAV implements its selective catalytic reduction (SCR) engine strategy. Other rating concerns are already incorporated in the 'CCC' rating. NEW BERN RIVERFRONT: Weaver Claim Against WSI Tossed ---------------------------------------------------- U.S. Bankruptcy Judge Stephani W. Humrickhouse granted the motion for summary judgment filed by Waterproofing Specialties, Inc. regarding the third party complaint of Weaver Cooke Construction, LLC. Weaver Cooke asserts negligence and breach of express warranty claims against WSI related to the development of the SkySail Luxury Condominiums in New Bern, North Carolina. The Court said WSI's motion for summary judgment on its statute of limitations defense is granted as it relates to "balcony door sequencing defects" and "brick veneer sequencing defects." Additionally, WSI's motion for summary judgment on Weaver Cooke's negligence and breach of warranty claims is granted as it relates to work performed by WSI on the parking and pool decks. A copy of Judge Humrickhouse's' August 27 Order available at http://is.gd/Ah4IQwfrom Leagle.com. Debtor New Bern Riverfront Development, LLC, the owner and developer of the SkySail Project, filed on March 30, 2009, an action in Wake County Superior Court against nine individual defendants related to the alleged defective construction of the SkySail Condos. The named defendants in the State Action included: New Bern's general contractor, Weaver Cooke; Travelers Casualty and Surety Company of America; National Erectors Rebar, Inc. f/k/a National Reinforcing Systems, Inc.; and certain subcontractors of the general contractor. The State Action was removed to the United States District Court for the Eastern District of North Carolina on December 16, 2009, and subsequently transferred to this court on February 3, 2010. After voluntarily dismissing its causes of action as to the subcontractors named as defendants in the State Action, New Bern filed its first amended complaint on May 6, 2010, asserting claims against Weaver Cooke; Travelers; National Erectors Rebar, Inc. f/k/a NRS, and the additional parties of J. Davis Architects, PLLC, and Fluhrer Reed, PA. Weaver Cooke filed an answer to New Bern's first amended complaint and a third-party complaint against Wachovia Bank, National Association and Wells Fargo & Company f/d/b/a Wachovia Corporation. Absent as third-party defendants in Weaver Cooke's original third-party complaint were any of the subcontractors hired by Weaver Cooke during the construction of the SkySail Project. Weaver Cooke then filed its second, third-party complaint asserting claims of negligence, contractual indemnity and breach of express warranty against many of the subcontractors hired during the construction of the SkySail Project, including WSI. About New Bern Riverfront Cary, North Carolina-based New Bern Riverfront Development, LLC, is the developer of SkySail Condominium, consisting of 121 residential condominiums (plus 1 commercial/non-residential unit) located on Middle Street on the waterfront in historic downtown New Bern, North Carolina, and sells the SkySail Condominiums in the ordinary course of business. New Bern Riverfront filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 09-10340) on Nov. 30, 2009. John A. Northen, Esq., at Northen Blue, LLP, represents the Debtor. The Company disclosed $31,515,040 in assets and $25,676,781 in liabilities as of the Chapter 11 filing. New Bern Riverfront has filed an Amended Plan of Reorganization, which represents a consensual plan negotiated with the Debtor's secured creditor, Wells Fargo Bank, N.A. The Debtor contemplates selling properties. NEWLEAD HOLDINGS: Morris Bawabeh Reports 3% Equity Stake -------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Morris Bawabeh and Kulayba LLC disclosed that as of July 22, 2014, they beneficially owned 1,000,500 shares of common stock of Newlead Holdings Ltd. representing 3 percent of the shares outstanding based on approximately 33,400,000 shares of Common Stock outstanding as indicated in the Company's's report on Form 6-K filed on Aug. 21, 2014. A copy of the regulatory filing is available for free at http://is.gd/npEgx8 About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. NewLead Holdings reported a net loss of $158.22 million on $7.34 million of operating revenues for the year ended Dec. 31, 2013, as compared with a net loss of $403.92 million on $8.92 million of operating revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $151.33 million in total assets, $292.68 million in total liabilities and a $141.34 million total shareholders' deficit. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred a net loss, negative operating cash flows, a working capital deficiency, and shareholders' deficiency and has defaulted under its credit facility agreements. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. PACIFIC THOMAS: Gets Approval to Sell Facility to Comcore --------------------------------------------------------- Pacific Thomas Corp.'s bankruptcy trustee received court approval to sell the company's self-storage facility to Comcore, Inc. Judge M. Elaine Hammond of U.S. Bankruptcy Court for the Northern District of California signed off on an order approving the sale of the facility as well as the adjacent driveways and parking lots for $12.95 million. Secured creditors Bank of the West and Summit Bank, which hold a lien on the property, have consented to the sale on condition that the company closes the deal by Nov. 25, and they continue to receive payments as "adequate protection" until the closing of the sale. Bank of the West will receive full payment while the other bank will receive $7.9 million at closing of the sale of the property. Pacific Thomas was previously given the go-signal by the court to sell the facility as well as two commercial buildings known as Tuffy and Morse to Parker Pacific Group, which offered to buy the properties for $13.75 million. The company, however, failed to close the deal because one of its secured creditors, which holds a lien on the commercial buildings, did not consent to the sale of the properties "free and clear" of its lien, according to court filings. After its failure to close the sale, Pacific Thomas received a $14 million offer from Jarvie Property Acquisition, the other company aside from Comcore that showed interest to buy the facility. Although Jarvie offered to buy the property at a higher price, Pacific Thomas chose the other offer since the Mill Valley-based company also wanted to acquire the commercial buildings, which are encumbered by the liens of its secured creditors. About Pacific Thomas Corp. Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. The Debtor is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne- Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, COO, secretary. Kyle Everett was named Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposes to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PACKAGING DYNAMICS: S&P Revises Outlook to Neg. & Affirms 'B' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Packaging Dynamics Corp. to negative from stable. S&P also affirmed its 'B' corporate credit and issue-level ratings on the company. At the same time, S&P revised the recovery rating on the company's $425 million 8.75% notes due Feb. 1, 2016 to '3' from '4', indicating S&P's expectation of meaningful (50%-70%) recovery in the event of default. S&P's outlook revision to negative reflects the risk that Packaging Dynamic's liquidity could become constrained within the next 12 months because its $100 million asset-based revolving credit facility matures in less than one year. Furthermore, the company's $425 million 8.75% senior notes (current balance $340 million) matures shortly thereafter on Feb. 1, 2016, and will require refinancing. Given the company's current credit measures, S&P views refinancing of the capital structure to be manageable assuming there is no disruption in debt markets. S&P's negative outlook incorporates the risk that refinancing may not be available should credit markets become illiquid. "Our negative outlook incorporates the risk that liquidity would become constrained if Packaging Dynamics were unable to renew or extend its $100 million asset-based revolving credit facility due on Aug. 1, 2015, or its $340 million of senior secured notes due Feb. 1, 2016," said Standard & Poor's credit analyst Thomas Nadramia. "Based on current and projected credit measures, we think the refinancing of these obligations should be manageable absent any disruption in debt markets." S&P would lower our ratings on Packaging Dynamics Corp., probably by one notch to 'B-', if it has not taken measures to extend its debt maturities by Feb. 1, 2015, at which time the senior notes would be classified as a current obligation. A further downgrade to the 'CCC' category would be likely if the revolving credit facility were not extended by June 30, 2015, and the senior notes not refinanced by that time. S&P could revise its outlook back to stable at the time Packaging Dynamics refinances its revolving credit and senior notes. Given the company's ownership by a financial sponsor, S&P views a further upgrade as unlikely in the near term unless, as a result of improved operating results and favorable refinancing, debt-to- EBITDA leverage were to be maintained at less than 5x on a sustained basis. PALM BEACH COMMUNITY: Pierce-Led Auction for Palm Beach Asset Set ----------------------------------------------------------------- Palm Beach Community Church Inc. received court approval to hold an auction of its real property in Palm Beach Gardens where bidders will include Pierce 131 LLC. The property to be sold is 9.03 acres of undeveloped land in Palm Beach Gardens, Florida. Pierce offered to purchase the property for $7 million. Palm Beach will hold an auction on Sept. 15, 2014, if it receives offers from other interested buyers. Pierce's $7 million offer will serve as the "stalking horse" bid or the lead bid at the auction, which will be conducted at the Law Offices of Furr & Cohen P.A., in Boca Raton, Florida. . Interested buyers must submit their bids on the property before 5:00 p.m., on Sept. 11. To participate in the auction, a bidder must provide an executed agreement to purchase the property and a $250,000 deposit. The bidder must also provide a proof showing that it has sufficient cash to close the deal, or an agreement from a recognized financial institution that it will fund a portion of the purchase price that the bidder proposes to finance. Judge Kimball will hold a hearing on Sept. 17 to consider approval of the sale of the property to the winning bidder. The objection filed by PNC Bank N.A., a secured creditor, will also be considered at the Sept. 17 hearing. PNC Bank, which holds a lien on the property, complained that the sale proceeds won't be enough to satisfy its lien in full, and that Palm Beach Community put the property up for sale without its consent. The bank claims it is owed about $17.28 million. About Palm Beach Community Palm Beach Community Church, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013. The petition was signed by Raymond Underwood as president. The Debtor scheduled total assets of $14.6 million and total liabilities of $11.43 million. Palm Beach Community Church won permission to employ Robert C. Furr and the law firm of Furr and Cohen, P.A., as attorney; and Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial Services as accountants. In December, the U.S. Trustee informed the Bankruptcy Court that it was unable to appoint a committee of creditors in the case. PETTERS COMPANY: Trustee Gets Approval of Agreement With Zink ------------------------------------------------------------- The bankruptcy trustee of Petters Company Inc. received court approval to enter into a forbearance agreement with Zink Imaging Inc. Under the agreement, Douglas Kelley, the bankruptcy trustee, agreed to forbear from exercising his rights under the company's loan agreements with Zink Imaging through September 30. Zink will also pay the trustee a fee of $100,000, and grant the company a warrant for the purchase of shares of Zink common stock at an exercise price of $0.0001 per share. About Petters Company, Inc. Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly appointed Chapter 11 Trustee of Petters Company, Inc., et al. The trustee tapped Haynes and Boone, LLP as special counsel, and Martin J. McKinley as his financial advisor. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. PGT INC: Moody's Assigns B2 CFR & Rates $200MM Sr. Sec. Debt B2 --------------------------------------------------------------- Moody's Investors Service assigned PGT, Inc. a B2 Corporate Family Rating, B3-PD Probability of Default Rating, and B2 ratings to the company's proposed $200 million senior secured term loan and $35 million senior secured revolving credit facility (together "$235 million senior secured credit facility"). Concurrently, Moody's assigned a Speculative-Grade Liquidity ("SGL") rating of SGL-2 to PGT. The rating outlook is stable. The proceeds from the $235 million senior secured credit facility are used to execute the acquisition of CGI, a manufacturer of impact-resistant windows and doors in the Florida's southeast markets and refinance existing debt. The following ratings were assigned (the ratings are based on the transaction as currently proposed and are subject to change upon Moody's review of final documentation): Corporate Family Rating, assigned B2; Probability of Default Rating, assigned B3-PD; $35 million Senior Secured Revolving Credit Facility due 2019, assigned B2 (LGD3); $200 million Senior Secured Term Loan due 2021, assigned B2 (LGD3); Speculative-Grade Liquidity Rating, assigned SGL-2; Rating outlook is stable. Rating Rationale The B2 Corporate Family Rating considers the company's concentration mostly in Florida with largely one product line and the demand primarily coming from homes set at coastal and body of water areas. The limited market positioning will hold back revenue growth as PGT's expansion is largely dependent on Florida's housing market. The company could increase its revenues by entering Florida's non-impact window inland markets where the national competitors roam. However, it will be difficult for PGT to compete at a national level and at a low price point given its size and Moody's view that it has not yet achieved economies of scale. All of its windows and doors are currently made to order thus producing large quantity of products efficiently would require an entire revamp of the company's manufacturing processes. Moody's expects the company to continue to focus on impact- resistant windows as evidenced by the proposed acquisition of CGI. Furthermore, Moody's expects a fair amount of acquisition activity going forward as the company expands its footprint. At the same time, the B2 Corporate Family Rating considers the company's relatively strong credit metrics including debt leverage of just below 4x and expectation that PGT will de-lever as the company has historically demonstrated. In addition, the company's industry leading margins are projected to convert to a high funds from operations generation that easily covers its working capital and CAPEX. Moreover, PGT's relationships with local governments to develop building codes give the company a first mover advantage in the impact-resistant window & door market. The B3-PD Probability of Default Rating, one notch lower than the corporate family rating, reflects a 65% family recovery rate per Moody's Loss Given Default Methodology. Historical recovery studies indicate that corporate capital structures comprised solely of bank debt have higher recovery values than those that utilize a combination of first lien bank debt and other debt instruments. The Speculative-Grade Liquidity assessment of SGL-2 indicates good liquidity profile over the next 12 months. PGT is forecasted to generate respectable to relatively strong positive free cash flow and maintain cash balances in excess of $30 million over the next four quarters. In addition, the company's liquidity profile is enhanced by its proposed $35 million first lien revolving credit facility that matures in 2019. The revolving credit facility is projected to remain undrawn. There are limited constraints on the company's access to revolving credit facility as the facility has only one covenant -- total net leverage ratio -- that takes effect when the company has aggregate outstandings in excess of 20% of the total revolving facility. From alternate liquidity perspective e.g., asset sales to raise cash -- the company's options are limited because all of its assets are encumbered. The stable outlook reflects Moody's view that the company's credit metrics continue to improve over the next 12-18 months. The ratings could be downgraded if PGT is unable to maintain its current credit metrics. Also, ratings could be lowered if the company makes debt financed acquisitions resulting in an increase in debt leverage. Further, any material deterioration in the company's liquidity profile will cause a concern and the ratings could be lowered if the company engages in shareholder friendly activities using debt as a financing vehicle. The ratings could be upgraded once the company has expanded its geographic reach and product mix. Additionally, an improvement in credit metrics from current levels will be considered. PGT is a U.S. manufacturer and supplier of residential impact- resistant windows and doors in the Florida market. The principal methodology used in this rating was Global Manufacturing Companies published in July 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. PHOENIX PAYMENT: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 3 appointed three creditors of Phoenix Payment Systems, Inc. to serve on the official committee of unsecured creditors: (1) Payment Keys, Inc. Attn: Sean Crowder 5500 Marigold Court, Arlington, TX 76017 Phone: (817) 649-8300 Fax: (817) 649-8302 (2) Wholesale Payment Systems Inc. Attn: Jason Grant 4320 Marsh Ridge Road, Suite 100 Carrollton, TX 75010 Phone: (469) 737-8583 Fax: (469) 737-8548 (3) Edmond Roncone 28 Meadowbrook Lane Newark, DE 19711 Phone: (302) 234-1213 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 Phoenix Payment Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic Payment Systems, aka EPX, is an international payment processor with corporate headquarters in Wilmington, Delaware, and technology headquarters in Phoenix, Arizona. It provides acceptance, processing, support, authorization and settlement services for credit card, debit card and e-check payments. Providing processing services at more than 8,700 locations worldwide, PPS processed, in multiple currencies, 280 million transactions in 2013 and expects to process 400 million in 2014. Phoenix Payment Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4, 2014, to quickly sell its assets. As of the Petition Date, the Debtor had total outstanding liabilities and other obligations of $16.6 million and 9.8 million shares of outstanding preferred and common stock. Debt to secured creditor The Bancorp Bank is estimated at $6.2 million. Judge Mary F. Walrath presides over the case. The Debtor's attorneys are Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York; and Mark D. Collins, Esq., Russell Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A. Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's banker and financial advisor is Raymond James & Associates, Inc., while Bederson, LLC, is the Debtor's accountant. PMCM, LLC, provides advisory services and executive leadership to the Debtor. The Debtor's claims and noticing agent is Omni Management Group, LLC. PHOENIX PAYMENT: U.S. Trustee to Hold Creditors' Meeting Sept. 4 ---------------------------------------------------------------- The U.S. Trustee for Region 3 is set to hold a meeting of creditors of Phoenix Payment Systems, Inc. on Sept. 4, at 10:00 a.m. (EDT). The meeting will be held at J. Caleb Boggs Federal Building, Second Floor, Room 5209, 844 King Street, in Wilmington, Delaware. Phoenix's representative is required to appear at the meeting of creditors to be examined under oath. Attendance by creditors is welcomed, but not required. At the meeting, the creditors may examine the company and transact such other business as may properly come before the meeting. About Phoenix Payment Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic Payment Systems, aka EPX, is an international payment processor with corporate headquarters in Wilmington, Delaware, and technology headquarters in Phoenix, Arizona. It provides acceptance, processing, support, authorization and settlement services for credit card, debit card and e-check payments. Providing processing services at more than 8,700 locations worldwide, PPS processed, in multiple currencies, 280 million transactions in 2013 and expects to process 400 million in 2014. Phoenix Payment Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4, 2014, to quickly sell its assets. As of the Petition Date, the Debtor had total outstanding liabilities and other obligations of $16.6 million and 9.8 million shares of outstanding preferred and common stock. Debt to secured creditor The Bancorp Bank is estimated at $6.2 million. Judge Mary F. Walrath presides over the case. The Debtor's attorneys are Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York; and Mark D. Collins, Esq., Russell Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A. Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's banker and financial advisor is Raymond James & Associates, Inc., while Bederson, LLC, is the Debtor's accountant. PMCM, LLC, provides advisory services and executive leadership to the Debtor. The Debtor's claims and noticing agent is Omni Management Group, LLC. PLATINUM PROPERTIES: Hearing Wednesday on Liquidating Plan ---------------------------------------------------------- U.S. Bankruptcy Judge Basil Lorch III is set to hold a hearing on Sept. 3 to consider approval of Platinum Properties LLC's proposed plan to liquidate its assets and pay back creditors. Voting creditors had until Aug. 26 to deliver the ballots accepting or rejecting the liquidation plan. Objections to approval of the plan were also due Aug. 26. The Indiana-based real estate developer on July 15 won court approval of the disclosure statement, which describes in detail its proposed liquidation plan. According to the disclosure statement, assets of Platinum and PPV LLC, a joint venture between the company and Pittman Partners, Inc., will be liquidated. The net proceeds realized from the sale will be used to pay creditors. The liquidation plan also provides for the treatment of creditors' claims. Under the plan, administrative expense claims, secured claims and priority tax claims will be paid in cash in full. General unsecured claims will receive a pro rata distribution of Platinum's remaining property. Meanwhile, holders of equity interests may not receive payment "based upon reasonable projections," according to court filings. The plan will be funded by available cash on the effective date, and funds available after the effective date from the liquidation of Platinum's remaining assets. Earlier, Platinum sought court approval of a private sale of its personal property to Platinum Properties Management Company LLC as part of the plan sale. The plan sale will close within 30 days after court approval of the liquidation plan. About Platinum Properties and PPV LLC Indianapolis, Indiana-based Platinum Properties, LLC, is a residential real estate developer. Platinum acquires land, designs the projects, obtains zoning and other approvals, and constructs roads, drainage, utilities, and other infrastructure of residential subdivisions. Platinum then sells the finished, platted lots. Platinum also has an ownership interest in several special purpose entities that in turn own, operate and manage individual projects. PPV LLC is a joint venture between Platinum and a non-debtor entity, Pittman Partners, Inc., each of whom hold an equity interest in PPV. PPV owned four projects directly and owns 100% of the membership interest of Sweet Charity Estates, LLC. Platinum Properties and PPV LLC filed for Chapter 11 protection (Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25, 2011. Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana, serve as the Debtors' bankruptcy counsel. Platinum Properties disclosed $14,624,722 in assets and $181,990,960 in liabilities as of the Chapter 11 filing. The U.S. Trustee has not appointed a creditors committee in the Debtors' case. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. PLUG POWER: ALIAD Reports 3.3% Equity Stake ------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Air Liquide Investissements d'Avenir et de Demonstration and L'Air Liquide S.A. disclosed that as of Aug. 26, 2014, they beneficially owned 5,593,918 shares of common stock of Plug Power Inc. representing 3.3 percent of the shares outstanding. On Aug. 26, 2014, ALIAD acquired 5,521,676 shares of Common Stock by converting 5200 shares of Series C Preferred Stock. On that same day, ALIAD sold the 5,521,676 shares of Common Stock for $5.80 per share through Citigroup Global Markets Inc. pursuant to Rule 144. A copy of the regulatory filing is available for free at: http://is.gd/m3Z28x About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. Plug Power reported a net loss attributable to common shareholders of $62.79 million in 2013, a net loss of $31.86 million in 2012 and a net loss of $27.45 million in 2011. The Company's balance sheet at June 30, 2014, showed $221.10 million in total assets, $47.85 million in total liabilities, $2.37 million in series C redeemable convertible preferred stock, and $170.88 million in total stockholders' equity. Bankruptcy Warning "Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, funding the growth in our GenKey "turn-key" solution which also includes the installation of our customer's hydrogen infrastructure as well as delivery of the hydrogen molecule, and continued development and expansion of our products. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and shipments; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and any new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection," the Company said in the quarterly report for the period ended June 30, 2014. PRO'S RANCH: Renamed to Los Altos Ranch Market by New Owner ----------------------------------------------------------- CNG Ranch, LLC -- a partnership between California-based Cardenas Markets and Northgate Gonzalez Market -- on Aug. 28 disclosed that Pro's Ranch Markets will be re-named and branded Los Altos Ranch Market starting Sept. 3, 2014. CNG Ranch utilized local Pro's Ranch customers and employees in their research to determine the new name. Los Altos is a recognized region in Mexico where both the Cardenas and Gonzalez families came from before immigrating to the United States to start their successful retail ventures. This region represents the same traditions, rich culture and authenticity that shoppers will find when they shop Los Altos Ranch Market. On Feb. 2, 2014, Cardenas Markets and Northgate Gonzalez Market came together and reached a successful agreement with the US Bankruptcy Court to purchase Phoenix-based Pro's Ranch Markets for $55 million, which included stores in Arizona (7), New Mexico (2) and Texas (2). Pro's Ranch Markets filed for Chapter 11 Bankruptcy reorganization in May of 2013 and were unsuccessful, opening up the opportunity for the acquisition and union of three leading Hispanic retailers in the United States. Combined, CNG Ranch has 70+ years of successfully serving the Hispanic community in the California market. "This is exciting for everyone -- customers, employees, neighborhoods and families," said Dan Sanders, General Manager for Los Altos Ranch Market. "Customers will not only notice the new name and logo, but will also enjoy thousands of new items combined with offerings that have been traditionally stocked by Pro's? fulfilling our commitment to provide authentic, made from scratch products for anyone who enjoys Hispanic tastes and flavors. It's truly a combination of the best of the old offerings added with a ton of new products and an improved service experience that we think customers will love." Since the acquisition, hundreds of local people have been hired to staff the Los Altos Market stores and Mr. Sanders expects that number to continue to climb. "Employee's who transitioned from Pro's to Los Altos Ranch Market received an average raise of 16%," said Mr. Sanders. "All of our employees are receiving expanded benefits and comprehensive training in order to foster future success. In addition, we have funded numerous scholarship programs that will help our employees grow and develop as future leaders. We want Los Altos Ranch Market to be one of the best places to work within the communities in which we serve." CNG Ranch has extensive plans to continue to grow and invest in the Los Altos Ranch Market stores and their respective local communities. Since the ownership transition, CNG Ranch has committed nearly $10 million to Los Altos Ranch Markets' employee wages, benefits, training, store upgrades and community investments. Over the last few weeks alone, CNG Ranch, its vendor partners and Los Altos Ranch Market customers have given approximately $50k to local charities, schools and churches. On September 3, a six-week long celebration will kick-off in conjunction with the re-branding of the stores. Customers are invited to shop at Los Altos Ranch Market and enjoy an expanded selection of authentic Hispanic offerings, discounts and promotions on hundreds of popular in-store brands and freshly made items, weekend parking lot festivities that will include music and sampling, discounts on local sporting events and concerts and much more. The first 300 shoppers to visit the stores on that day will receive a free bag filled with groceries. "This couldn't have come at a better time for the City of Phoenix," said Phoenix City Councilman, Michael Nowakowski. "The Cardenas and Gonzalez families have joined our community and demonstrated in a very short period of time that they are committed to economic growth by providing quality jobs, giving back through charitable activities and offering authentic, fresh and healthy Hispanic items that are so important to shoppers." To get more information about what activities and promotions are being offered locally, go to the Los Altos Ranch Market Web site: https://www.losaltosranchmarket.co About Pro's Ranch Pro's Ranch Markets was a family-owned chain of grocery stores. It was founded 31 years ago by Mike Provenzano, Sr. Since then it grew to eleven stores in three states, including seven stores in Arizona, two in New Mexico, and two in Texas. PRM Family Holding Company, LLC, doing business as Pro's Ranch Markets, filed for bankruptcy protection (Bankr. D. Ariz. Lead Case No. 13-09026) on May 28, 2013. The bankruptcy case is assigned to United States Bankruptcy Judge Sarah Sharer Curley. The law firm of Mesch, Clark & Rothschild, P.C. is acting as lead bankruptcy counsel to the Debtor. QUICKSILVER RESOURCES: Provides Update on West Texas Operations --------------------------------------------------------------- Quicksilver Resources Inc. announced initial results of its first horizontal well under its exploration agreement with Eni in Pecos County, Texas. The Stallings #1H well began flow back on August 15 and is currently flowing up casing on a restricted choke setting of 34/64 at a rate of 750 barrels of oil equivalent per day, of which 90% is oil. The well was completed in a 2,900-foot lateral in the Third Bone Spring interval. To date, less than 15% of the fracture fluid has been recovered. Quicksilver is the operator of the well and owns an equal working interest with Eni. The Company is currently drilling the Mitchell #1H, the second of its JV wells with Eni, targeting a combined section of the Bone Springs and Wolfcamp formations. This well is expected to be completed in a 5,000-foot lateral beginning in late September as completion equipment becomes available. The exploration agreement with Eni designates Quicksilver as operator and covers approximately 52,500-acres in Pecos County. The agreement provides that Eni pay $52 million to earn a 50% interest in all of Quicksilver's acreage. These dollars are targeted to carry Quicksilver in as many as 5 completed wells, geophysical and associated land costs. In addition, an undisclosed third party has drilled and is finishing completion operations on the first farm-out well on a 7,500-acre tract contiguous to the Quicksilver/Eni acreage. These two projects, along with an agreement covering Quicksilver's acreage in Crockett and Upton counties, comprise a total of 90,000-gross acres, where Quicksilver's interest in up to 10 completed wells is being fully carried by its partners. About Quicksilver Quicksilver Resources Inc. is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company is widely recognized as a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999 and is listed on the New York Stock Exchange under the ticker symbol KWK. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. Quicksilver Resources posted net income of $161.61 million in 2013 following a net loss of $2.35 billion in 2012. As of June 30, 2014, the Company had $1.05 billion in total assets, $2.16 billion in total liabilities and a $1.11 billion total stockholders' deficit. * * * As reported by the TCR on July 2, 2014, Standard & Poor's Ratings Services revised its rating outlook on Fort Worth, Texas-based Quicksilver Resources Inc. to negative from stable and affirmed its 'CCC+' corporate credit rating on the company. S&P said the outlook revision reflects S&P's expectation that Quicksilver will continue to burn cash at a run-rate of about $20 million to $35 million per quarter, depleting its cash position (as of Dec 31, 2013) of about $250 million over the next several quarters. In addition, the company may face significant springing debt maturities in October 2015 and January 2016, if more than $100 million remains outstanding on its subordinated notes due 2016 (currently $350 million outstanding) as of Oct. 1, 2015. Based on this significant repayment risk, S&P has revised its assessment of Quicksilver's liquidity to "less than adequate" from "adequate." However, S&P believes the company still has several options to avoid the springing maturities, including strategic transactions such as a joint venture for its major Horn River Basin project. REVEL AC: Wins Nod to Hire Fox Rothschild as Legal Counsel ---------------------------------------------------------- Revel AC Inc. received approval from U.S. Bankruptcy Judge Gloria Burns to hire Fox Rothschild LLP as its legal counsel in its Chapter 11 case. The approval came after Revel reached a settlement with the U.S. trustee, the Justice Department's bankruptcy watchdog, which required the law firm to return $254,004 to the company. In its objection filed with the court, the U.S. trustee alleged that Fox received improper payments from Revel's owner, which the law firm denied. The agency wanted the payments returned, which, it says, constitute property of Revel's estate. Pursuant to Judge Burns' order, $54,004 of the total amount returned will be placed in a client trust account held on behalf of the company. The trust account will be funded immediately after court approval of Revel's employment application, and Fox will provide proof to the U.S. trustee of the transfer of the funds and the creation of the account. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J., Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13- 16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. REVEL AC: Has Interim OK to Tap $25-Mil. in DIP Loans ----------------------------------------------------- Judge Gloria M. Burns of the U.S. Bankruptcy Court for the District of New Jersey issued a second interim order authorizing Revel AC, Inc., et al., to obtain up to an aggregate principal amount of $25,000,000 in postpetition priming secured superpriority financing from Wells Fargo Bank, N.A., as administrative agent for a consortium of lenders. Each of the Debtors is also authorized during the interim period to use the cash collateral securing each of their prepetition indebtedness. Judge Burns also authorized the Debtors to enter into a premium financing agreement with AFCO Premium Credit LLC. The Debtors, according to court documents, maintain insurance coverage, pay insurance premiums and self-insured retentions in the ordinary course of business and pay any prepetition and postpetition obligations associated therewith. Under the PFA, AFCO will finance premiums of certain insurance policies in the amount of $4,230,448, at an interest rate of 5.65%. AFCO is granted a first and only priority security interest in any and all unearned premiums and dividends which may become payable under the financed insurance policies for whatever reason. Meanwhile, Revel announced that its hotel will close on Sept. 1 and its casino the following day, after failing to find a qualified buyer during a court-supervised auction process. The sale was met with numerous objections from (i) the Official Committee of Unsecured Creditors; (ii) Roberta A. DeAngelis, United States Trustee for Region 3; (iii) tenants; and (iv) vendors and suppliers, including those that provide them gaming equipment and software; electricity, hot water and steam and chilled water requirements; custom architectural woodwork. The Creditors Committee complained that the bankruptcy cases, the extraordinarily aggressive DIP financing and the Bid Procedures were designed for one purpose, namely, to use the Court to cleanse title of estate assets for the sole and exclusive benefit of the prepetition lenders. The U.S. Trustee complained that (a) the deadline to submit a letter of intent does not provide sufficient time for prospective purchasers to submit letters of intent; and (b) the sale of the Debtors assets may include the sale of and/or disclosure of customer lists and other assets that can be defined as ?personably identifiable information", which implicates Sections 363(b)(1) and 332 of the Bankruptcy Code, which may necessitate the appointment of a consumer privacy ombudsman. In response to the sale and bidding procedures objection, the Debtors and Wells Fargo, joined by JPMorgan Chase Bank N.A., as DIP Lender, maintained that the sale is in the best interest of the Debtors' estates and the bidding procedures are fair. As previously reported by The Troubled Company Reporter, citing Michael Bathon, a Bloomberg News writer, said Revel is still pursuing a potential sale as it plans to shut down operations. A Revel lawyer said the current bids the casino operator has don't value the company as an ongoing operation and the offers show bidders look at Revel's losses like they would be "stepping into a black hole," Mr. Bathon said. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported on Aug. 28 that Revel said it remains hopeful that a qualified bid will surface and a competitive auction will develop but can?t set a definitive timeframe for the sale process. According to Mr. Rochelle, Revel said it has tentatively scheduled a further hearing on the sale motion for Sept. 2 and will file with the court another status report regarding the sale process and the shutdown plan implementation by Sept. 15. A full-text copy of the Cash Collateral Budget is available for free at http://bankrupt.com/misc/REVELbudget0827.pdf The next hearing on interim approval to consider continuation of the Interim DIP Order is scheduled for Sept. 2, 2014, at 11:30 a.m. (EST), and the hearing to consider final approval of the DIP Facility is scheduled for Sept. 29, at 10:00 a.m. (EST). If no objections to the final approval of the DIP Motion are filed and served on or before Sept. 25, no Final Hearing may be held, and a Final DIP Order may be presented by the Debtors and entered by the Court. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13- 16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. ROGERS BANCSHARES: To Revise Releases Under Liquidating Plan ------------------------------------------------------------ Rogers Bancshares, Inc., filed a motion seeking court approval to revise the liquidation plan proposed by the company and the unsecured creditors' committee. The move came after U.S. Bankruptcy Judge Richard Taylor expressed concerns regarding the indemnification and release provisions in the plan at the July 17 status conference. The original plan granted a release of claims held by third parties, which would have released anyone who held a right of indemnity against the company. In the revised plan, however, only those listed in section 11.05(a), a new provision, would grant each other a release. The proposed revision also divides section 11.05 of the original plan into four sections: 11.05, 11.06, 11.07 and 11.08. Sections 11.06 and 11.07 clarify that creditors and equity holders cannot pursue claims or equity interests against the company or its assets outside the scope of the plan. Meanwhile, section 11.08 clarifies that the plan agent may seek to enforce these provisions. As reported by the Troubled Company Reporter on Feb. 28, 2014, the plan designates and provides for the treatment of five claim classes and interests -- Class 1 senior debt, Class 2 indenture claims, Class 3 pari passu claims, Class 4 preferred stock, and Class 5 equity interest holders. All the claim classes are impaired. The chief liquidation officer will become the plan agent to assist Rogers Bancshares in performing its duties and obligations under the liquidation plan. About Rogers Bancshares Little Rock, Arkansas-based Rogers Bancshares Inc., filed for Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5, 2013. Bankruptcy Judge James G. Mixon presides over the case. Samuel M. Stricklin, Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani, LLP, as well as W. Jackson Williams, Esq., at Williams & Anderson, PLC, represent the Debtor in its restructuring efforts. The Debtor estimated $10 million to $50 million in assets and debts. Rogers owes $41.3 million on three issues of junior subordinated debentures and $39.6 million on four issues of preferred stock. The petition was signed by Susan F. Smith, secretary. The Official Committee of Unsecured Creditors has hired Tyler P. Brown, Esq., and Jason W. Harbour, Esq., at Hunton & Williams LLP and James F. Downden, Esq., of the James F. Dowden PA firm as counsel; and Carl Marks Advisory Group LLC as financial advisors. On Nov. 25, 2013, the retention of Cheryl F. Shuffield as chief liquidation officer was approved by the Court. S.B. RESTAURANT: Gets Final Approval to Borrow $3.3 Million ----------------------------------------------------------- S.B. Restaurant Co. received final court approval to borrow up to $3.3 million from Cerberus Business Finance, LLC and other lenders. The order signed by U.S. Bankruptcy Judge Erithe Smith also authorizes S.B. Restaurant to use the cash collateral, and to draw on the revolving debtor-in-possession credit facility to make any disbursement as provided in the budget prepared by the company. To secure payments to the lenders, the court order grants the lenders "first priority security interests and liens" in the assets of S.B. Restaurant and its affiliated debtors. The lenders will also get an "allowed superpriority administrative claim." Meanwhile, the rights of creditors of S.B. Restaurant asserting trust claims under the Perishable Agricultural Commodities Act won't be affected by the court order. Liberty Fruit Company Inc., which asserts claims under the PACA, previously filed an objection to the financing in which it opposed S.B. Restaurant's use of the trust assets to pay or collateralize any non-PACA debt. A copy of the final order is available without charge at http://is.gd/IytfGW About S.B. Restaurant Co. S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now a chain of 29 restaurants in seven states, filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-13778) on June 17, 2014, in Santa Ana, California. The case is assigned to Judge Erithe A. Smith. The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W. Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California. The Debtors' chief restructuring officers are from Deloitte Transactions & Business Analytics LLP, while their investment banker is Mastodon Ventures, Inc. The Debtors' noticing claims and balloting agent is Rust Consulting Omni Bankruptcy. An official committee of unsecured creditors was appointed in the case of S.B. Restaurant Co. Debtors' cases. The panel comprises of (1) General Growth Properties Inc., c/o Julie Minnick Bowden of Chicago, IL; (2) The Macerich Company, c/o Bill Palmer of Pittsford, NY; and (3) Global Media Group c/o Mark Torres of Rancho Santa Margarita, CA. The Committee retained Cooley LP as its counsel. SAMUEL MARTINEZ: Court Won't Revisit Ruling Against Scotiabank -------------------------------------------------------------- Puerto Rico Bankruptcy Judge Edward A. Godoy denied Scotiabank de Puerto Rico's request that the court vacate its order, entered June 20, 2014, denying the bank's motions to lift stay in the Chapter 11 case of Samuel A. Figueroa Martinez (Bankr D. P.R. Case No. 13-06862). Scotiabank's motion to set aside order is denied for failure to establish that it is entitled to the requested relief, and for failure to comply with the notice requirements of Local Bankrupty Rule 9013-1(c), Judge Godoy said in his August 27, 2014 Opinion and Order available at http://is.gd/AlJQBufrom Leagle.com. SEAFIELD RESOURCES: RMB to Enforce Security Under BIA ----------------------------------------------------- Seafield Resources Ltd. did not make an interest payment of CDN$402,317 due July 15, 2014 under its debt facility agreement with RMB Australia Holdings Limited, as lender, and RMB Resources Inc., as agent. On Aug. 28, 2014, the Company received from RMB a Notice of Default and Notice of Intention to Enforce Security under Section 244 of the Bankruptcy and Insolvency Act in respect of amounts owing under the Facility Agreement. The Company is taking the notifications seriously and continues to review and consider its alternatives to resolve the situation. At present, there can be no assurance as to what, if any, alternatives might be pursued by the Company. About Seafield Resources Ltd. Seafield Resources Ltd. (SFF) -- http://www.sffresources.com/-- is a development stage company currently focused on completing a bankable feasibility study on its Miraflores Gold Deposit. SEARS METHODIST: Gets Approval to Maintain Insurance Policies ------------------------------------------------------------- Sears Methodist Retirement System Inc. received final court approval to maintain its existing insurance policies. The court order signed by U.S. Bankruptcy Judge Stacey Jernigan authorizes Sears Methodist to pay pre-bankruptcy premiums associated with the insurance policies and maintain financing of their insurance premiums, including payment of amounts due in the 21-day period following its bankruptcy filing under a premium finance agreement in the amount of $50,924. Sears Methodist and its affiliated debtors maintain insurance policies that are administered by third-party insurance carriers. The premiums for the insurance policies covering property liability and wind or hail property damage are financed through the premium financing agreement with BankDirect Capital Finance. . In addition to those insurance carriers of policies not covered under the premium finance agreement, Sears Methodist makes various weekly payments totaling $73,400, monthly payments totaling $132,100, annual payments totaling $56,000, and a triennial payment of $4,400. 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. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SEARS METHODIST: U.S. Trustee to Appoint Patient Care Ombudsman --------------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 cases of Sears Methodist Retirement System, Inc. and its affiliated debtors received the green light to appoint a person to serve as a patient care ombudsman. The ombudsman monitors the quality of patient care and represents the interests of the patients. Before the bankruptcy filing, the State of Texas Department of Aging and Disability Services raised patient care concerns at two facilities. Sears Methodist sought to remedy the concerns raised by the agency and hired consultants to evaluate the facilities. Sears Methodist, the agency and the committee representing unsecured creditors have consented to the appointment of an ombudsman. 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. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SEARS METHODIST: SCRC Has Until Dec. 31 to Use Cash Collateral -------------------------------------------------------------- Sears Caprock Retirement Corp. received final approval to use the cash collateral of Santander Bank, N.A. U.S. Bankruptcy Judge Stacey Jernigan on July 31 signed an order authorizing Sears Caprock to use the bank's cash collateral until Dec. 31, 2014, or until a notice of the occurrence of an "event of default" is issued. The bankruptcy judge previously approved a stipulation between Sears Caprock and the bank, which allowed the former to use the cash collateral until July 21. As protection of its interests in the collateral, Santander will get a priority administrative claim and will be granted "senior priority replacement liens" on Sears Caprock's assets. As further consideration for using the cash collateral, Sears Caprock must also comply with certain milestones. One is that it must serve Santander with a proposed plan of action for the sale of its assets in which the bank asserts liens and interest by November 30. Another is that Sears Caprock must comply with the deadlines contained in the proposed plan. A full-text copy of the final order is available without charge at http://is.gd/4IKJUI 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. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SEARS METHODIST: STMRC Gets Approval to Use UMB's Cash Collateral ----------------------------------------------------------------- Sears Tyler Methodist Retirement Corp. received final approval to use the cash collateral of UMB Bank, N.A. U.S. Bankruptcy Judge Stacey Jernigan authorized Sears Tyler to use the bank's cash collateral through the earlier of (i) the entry of an order terminating such authority, or (ii) termination of the final order following issuance of a notice of the occurrence of an "event of default." The bankruptcy judge previously approved a stipulation between Sears Tyler and the bank, which allowed the former to use the cash collateral until July 21. As protection of its interests in the collateral, UMB Bank will get a priority administrative claim and will be granted "senior priority replacement liens" on Sears Tyler's assets. A copy of the final order is available for free at http://is.gd/PU0IBO 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. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SEAWORLD PARKS: Bank Debt Trades at 2% Off ------------------------------------------ Participations in a syndicated loan under which Seaworld Parks and Entertainment Inc. is a borrower traded in the secondary market at 95.20 cents-on-the-dollar during the week ended Friday, August 29, 2014 according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.53 percentage points from the previous week, The Journal relates. Seaworld Parks and Entertainment Inc. pays 225 basis points above LIBOR to borrow under the facility. The bank loan matures on May 10, 2020. The bank debt carries Moody's Ba3 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 201 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. SHELBOURNE NORTH WATER: Perkins+Will Drops Bid to Dismiss Case -------------------------------------------------------------- Perkins+Will, Inc., has withdrawn its motion to dismiss the Chapter 11 case of Shelbourne North Water Street L.P. or convert it to a Chapter 7 liquidation. In its motion filed with the U.S. Bankruptcy Court for the Northern District of Illinois, Perkins+Will had said Shelbourne is not "eligible" to be in Chapter 11 protection since the company is in dissolution. . About Shelbourne North Water Street L.P. A group of creditors filed an involuntary Chapter 11 petition against Chicago, Illinois-based Shelbourne North Water Street L.P. (Bankr. D. Del. Case No. 13-12652) on Oct. 10, 2013. The case is assigned to Judge Kevin J. Carey. The petitioners are represented by Zachary I Shapiro, Esq., and Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor consented on Nov. 8, 2013, to being in Chapter 11 reorganization. FrankGecker LLP represents the Debtor in its restructuring effort. SHOTWELL LANDFILL: Capital Properties Resigns from Committee ------------------------------------------------------------ Capital Properties of Raleigh, VI, LLC has resigned from the official committee of unsecured creditors in Shotwell Landfill, Inc.'s bankruptcy case. The North Carolina-based company disclosed in a court filing that it has purchased claims of other secured and unsecured creditors of Shotwell since its appointment as member of the committee. About Shotwell Landfill, Inc. Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson on April 19, 2013. Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C., represent the Debtor as counsel. William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as special counsel. The Debtor, in its amended schedules, disclosed $23,235,236 in assets and $10,049,020 in liabilities. SPARRER SAUSAGE: Jason's Foods Must Return $240,000 to Estate ------------------------------------------------------------- The Unsecured Creditors Committee of Sparrer Sausage Co. sued Jason's Foods to recover preferential payments. The parties' stipulation shows 11 payments, totaling $306,110.23. Bankruptcy Judge Eugene R. Wedoff said those payments are not subject to the ordinary course defense. However, Jason's Foods is entitled to a new value defense of $63,514.91, reflecting shipments made between January 18, 2012 and February 6, 2012. Applying this defense to the amount of the payments made by Sparrer outside of the ordinary course, the final preference liability of Jason's Foods is $242,595.32. The case is, THE UNSECURED CREDITORS COMMITTEE OF SPARRER SAUSAGE COMPANY, INC., Plaintiff, v. JASON'S FOOD, INC., Defendant, Adv. Proc. No. 13-01195 (Bankr. N.D. Ill.). A copy of Judge Wedoff's August 27 Memorandum Decision is available at http://is.gd/UmCl4X from Leagle.com. brands include the Lil' Dudes line of sticks, bites and jerky. The Company filed for Chapter 11 protection on Feb. 8, 2012 (Bankr. N.D. Ill. Case No. 12-04289). Judge Eugene R. Wedoff presides over the case. Forrest B. Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. SPECIALTY HOSPITAL: Amends List of Largest Unsecured Creditors -------------------------------------------------------------- Specialty Hospital of America LLC has filed an amended list of creditors holding 20 largest unsecured claims. The Debtor adds the District of Columbia Office of Tax and Revenue to the List. The amount of the claim was not disclosed. No party already on the List has been eliminated to add OTR. Consequently, the List now consists of 21 parties for notice purposes at the choice of the Debtors. About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. Specialty Hospital of America estimated between $10 million and $50 million in assets and between $50 million and $100 million in liabilities in its bankruptcy petition. The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP as counsel. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtorsv financial advisor. Cain Brothers & Company, LLC, is the Debtorsv investment banker. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. SPECIALTY HOSPITAL: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Specialty Hospital of Washington LLC has filed with the United States Bankruptcy Court for the District of Columbia its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $3,120,119 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $50,419,868 E. Creditors Holding Unsecured Priority Claims $11,076 F. Creditors Holding Unsecured Non-priority Claims $46,290,429 ------------ ------------ TOTAL $3,120,119 $96,721,374 A copy of the schedules is available for free at: http://bankrupt.com/misc/SPECIALTYHOSPITAL_sal.pdf About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. Specialty Hospital of America estimated between $10 million and $50 million in assets and between $50 million and $100 million in liabilities in its bankruptcy petition. The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP as counsel. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtorsv financial advisor. Cain Brothers & Company, LLC, is the Debtorsv investment banker. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. SPECIALTY HOSPITAL: Give Requested Info to Trustee, Court Ruled --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Columbia entered an order on August 11, 2014, in connection with the U.S. Trustee's motion to condition the rights of the debtors-in-possession in the bankruptcy cases of Specialty Hospital of America LLC, et al. Judge S. Martin Teel, Jr., ruled that, pending further Court order, the Debtors will remain in possession and conduct business subject to these conditions: (1) the Debtors will comply with the Chapter 11 Guidelines of the United States, a copy of which the Trustee has served on the Debtors; and (2) the Debtors will provide to the Trustee other information regarding the conduct of their affairs as may from time to time be requested. Subject to the set limitations and conditions, the Debtors will conduct all financial affairs pursuant to applicable provisions of the U.S. Bankruptcy Code, Judge Teel added. Prior to the entry of the order, the Debtors filed an opposition to the Motion arguing that it should be denied because (a) there is no case or controversy for the Court to adjudicate insisting that the Trustee has failed to identify any guideline the Debtors are not following, any information request the Debtors have not answered or any statute or rule the Debtors have violated, and (b) the relief requested is not appropriate because the guidelines are not binding on the Debtors though there may be consequences to the Debtors by not complying with the guidelines. In another filing, the Debtors told the Court that they will be prepared to call witnesses as necessary to establish the certain facts relevant to the Motion, and any other facts determined by the Court to be relevant to the resolution of the Motion. About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. Specialty Hospital of America estimated between $10 million and $50 million in assets and between $50 million and $100 million in liabilities in its bankruptcy petition. The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP as counsel. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtorsv financial advisor. Cain Brothers & Company, LLC, is the Debtorsv investment banker. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. SPECIALTY HOSPITAL: Has Filed Revised Asset Purchase Agreement -------------------------------------------------------------- Specialty Hospital of America LLC and its debtor affiliates filed on August 15, 2014, a revised "Asset Purchase Agreement By and Among Specialty Hospitals of America, LLC, SHA Management, LLC, Specialty Hospital of Washington, LLC, Specialty Hospital of Washington-Nursing Center, LLC, Specialty Hospital of Washington- Hadley, LLC, SHA Holdings, Inc., and SHA Hadley SNF, LLC." Rebbeca A. Worthington, Esq., at Squire Patton Boggs (US) LLP, in Washington, D.C., says that the revised APA provides for a 45-day extension of the closing date to facilitate obtaining of needed regulatory approvals. She notes that DCA Acquisition, LLC has signed the revised APA and is holding the signature page in escrow pending execution by the Debtors. Pursuant to the final order authorizing the Debtors to obtain postpetition financing, DCA and the Debtors have agreed to a revised budget to fund operations under the DIP Order during the Extension Period. The Debtors and DCA have not, however, reached an agreement regarding the amount of estate professional fees to be budgeted during the Extension Period. A copy of the Revised APA is available for free at: http://bankrupt.com/misc/SPECIALTYHOSP_APARev081514.pdf About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. Specialty Hospital of America estimated between $10 million and $50 million in assets and between $50 million and $100 million in liabilities in its bankruptcy petition. The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP as counsel. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtorsv financial advisor. Cain Brothers & Company, LLC, is the Debtorsv investment banker. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. SPEEDEMISSIONS INC: IBC Funds No Longer a Shareholder ----------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, IBC Funds LLC disclosed that it has ceased to be the beneficial owner of shares of common stock of Speedemissions, Inc., as of Aug. 28, 2014. IBC Funds previously reported beneficial ownership of 3,987,522 shares of common stock representing 9.9 percent equity stake at Dec. 11, 2013. A copy of the regulatory filing is available at http://is.gd/0fR9T1 About Speedemissions Tyrone, Georgia-based Speedemissions, Inc., is a test-only emissions testing and safety inspection company. Speedimissions reported a net loss of $814,482 in 2013 and a net loss of $656,037 in 2012. The Company's balance sheet at June 30, 2014, showed $2.17 million in total assets, $2.50 million in total liabilities, $4.57 million in series A convertible, redeemable preferred stock, and a $4.91 million total shareholders' deficit. SPENDSMART NETWORKS: Director Michael McCoy Quits ------------------------------------------------- Michael R. McCoy resigned from his position as a director of SpendSmart Networks, Inc., effective Aug. 21, 2014, in order to pursue other business opportunities, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. McCoy's departure from the Board was not the result of any disagreements with the Company. The Board noted that it has been privilege to work with Mr. McCoy on both a personal and professional basis and thanked him for his valuable service to the Company. About SpendSmart Networks SpendSmart Networks Inc, formerly The SpendSmart Payments Company, is a financial solutions company focused on helping teens and young adults between the ages of 13 and 18 to manage spending. The Company offers a prepaid reloadable MasterCard with parental features ranging from giving parents complete control to make purchase on behalf of their teens to simply monitoring their teen's purchase transactions. The Company provides solutions that facilitate communication between parents and teens while helping to teach financial responsibility. In March 2014, the Company acquired SMS Masterminds. Effective as of June 20, 2014, SpendSmart Networks, Inc. f/k/a The SpendSmart Payments Company filed an amendment to its newly adopted Delaware Certificate of Incorporation to change its name to "SpendSmart Networks, Inc.". The Spendsmart Payments incurred a net loss and comprehensive loss of $12.58 million on $1.02 million of revenues for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of $21.09 million on $1 million of revenues during the prior year. The Company's balance sheet at June 30, 2014, showed $13.20 million in total assets, $2.56 million in total liabilities and $10.64 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, 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 net losses since inception and has an accumulated deficit at Sept. 30, 2013. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. SPRITZ INC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Spritz, Inc. PO Box 3022 Pasco, WA 99302 Case No.: 14-03118 Nature of Business: Farming Chapter 11 Petition Date: August 28, 2014 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Judge: Hon. Frederick P. Corbit Debtor's Counsel: Kevin O'Rourke, Esq. SOUTHWELL & O'ROURKE, P.S. 421 W Riverside Avenue, Suite 960 Spokane, WA 99201 Tel: 509-624-0159 Fax: 509-624-9231 Email: kevin@southwellorourke.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Corey K. Bitton, sole officer, director, and shareholder. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SOUND SHORE: Hires GCG Inc as Administrative Agent -------------------------------------------------- Sound Shore Medical Center of Westchester and its debtor- affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ GCG, Inc. as administrative agent. The Debtors require GCG Inc to: (a) generate and provide claim reports and claim objection exhibits; (b) manage the preparation, compilation and mailing of documents to creditors and other parties in interest in connection with the solicitation of a Chapter 11 plan; (c) manage the publication of legal notices; (d) collect and tabulate votes in connection with any Plan filed by the Debtors and providing ballot reports to the Debtors and their professionals; (e) generate an official ballot certification and testifying, if necessary in support of the ballot tabulation results; (f) manage any distributions made pursuant to a confirmed Plan; and (g) provide any and all necessary administrative tasks not otherwise specifically set forth above as the Debtors or their professionals may require in connection with these Chapter 11 cases. GCG Inc will be paid at these hourly rates: Administrative and Claims Control $45-$55 Project Administrators $70-$85 Quality Assurance Staff $80-$125 Project Supervisors $95-$110 Systems, Graphic Support & Technology Staff $100-$200 Project Managers and Senior Project Managers $125-$175 Directors and Asst. Vice President $200-$295 Vice Presidents and above $295 GCG Inc will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the petition date the Debtors provided GCG Inc a retainer in the amount of $30,000. Angela Ferrante, vice president GCG Inc, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Southern District of New York will hold a hearing on the motion on Sept. 16, 2014, at 10:00 a.m. Objections, if any, are due Sept. 9, 2014, at 4:00 p.m. GCG Inc can be reached at: Angela Ferrante GCG, INC. 1985 Marcus Ave Lake Success, NY 11042 Tel: (631) 470-1852 E-mail: angela.ferrante@gcginc.com About Sound Shore Medical Center Sound Shore Medical Center of Westchester, Mount Vernon Hospital Inc., Howe Avenue Nursing Home and related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29, 2013, in White Plains, New York. The Debtors were the largest "safety net" providers for Southern Westchester County in New York. Affiliated with New York Medical College, Sound Shore is a not-for-profit 242-bed, community based- teaching hospital located in New Rochelle, New York. Mountain Vernon Hospital is a voluntary, not-for-profit 176-bed hospital located in Mount Vernon, New York. Howe Avenue Nursing Home is a 150-bed, comprehensive facility. The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C. as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors; and GCG Inc., as claims agent. Alston & Bird LLP represents the Official Committee of Unsecured Creditors. Deloitte Financial Advisory Services LLP serves as the Committee's as financial advisor. Sound Shore disclosed assets of $159.6 million and liabilities totaling $200 million. Liabilities include a $16.2 million revolving credit and a $5.8 million term loan with Midcap Financial LLC. There is $9 million in mortgages with Sun Life Assurance Co. of Canada (US) and $11.5 million owing to the New York State Dormitory Authority. Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the patient care ombudsman for Sound Shore. The Debtors filed for bankruptcy to sell their assets, including their hospital and nursing home operations, to the Montefiore health system. On Aug. 8, 2013, the Bankruptcy Court entered an order, as affirmed and ratified by a Supplemental Sale Order entered on Oct. 15, 2013, approving the sale to Montefiore New Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc., Montefiore Mount Vernon Hospital, Inc. and certain related affiliates. In June 2013, Montefiore added $4.75 million to its purchase offer to speed up the sale. Montefiore raised its bid to $58.75 million plus furniture and equipment as part of a request for a private sale of the hospitals. On Nov. 6, 2013 at 12:01 a.m., the closing of the Sale occurred and the sale became effective. Montefiore is represented by Togut, Segal & Segal LLP. TRIGEANT HOLDINGS: Section 341(a) Meeting Set on Oct. 2 ------------------------------------------------------- A meeting of creditors in the bankruptcy case of Trigeant Holdings, Ltd., will be held on Oct. 2, 2014, at 9:30 a.m. at 1515 N Flagler Dr Room 870, West Palm Beach. Proofs of claim are due by Dec. 31, 2014. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Trigeant Holdings Trigeant Holdings, Ltd., and Trigeant, LLC, filed separate Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and 14-29030, respectively) on Aug. 25, 2014. The cases were originally assigned to Judge Paul G. Hyman, Jr., but were later transferred to Judge Erik P Kimball. Berger Singerman LLP serves as the Debtor's counsel. Trigeant Holdings estimated both assets and liabilities of $50 million to $100 million. TULARE LOCAL: Fitch Affirms 'B' Rating on $15MM Series 2007 Bonds ----------------------------------------------------------------- Fitch Ratings has affirmed the 'B' rating on $15,230,000 series 2007 fixed rate bonds issued by the Tulare Local Health Care District d/b/a Tulare Regional Medical Center (TRMC). The Rating Watch Negative has been removed and the Rating Outlook is Stable. Security Debt payments are secured by a pledge of the gross revenues of Tulare Local Health Care District. A fully funded debt service reserve fund provides additional security for bondholders. Key Rating Drivers Construction Plans Developing: The removal from Rating Watch Negative reflects growing clarity and progress on construction plans achieved over the last six months. A settlement was reached with the previous contractor in July 2014. A new team has been put in place under HealthCare Conglomerate Associates' (HCCA) leadership, and a completion plan has been established. Currently, TRMC is evaluating various funding options, but no new debt is expected at the TRMC level. Signs Of Turnaround: The Stable Outlook reflects the dramatic turnaround in operating and financial performance since Fitch's last review in February 2014. TRMC posted an operating loss of $3.9 million through the six months ended Dec. 31, 2013, but a positive operating income of $1.6 million in the second half of the year. Improved operating margin of negative 3.3% at fiscal year ended (FYE) June 30, 2014 (unaudited interim results) was attributable to revenue enhancement as well as expense reduction initiatives. Fitch believes the positive trend over the last few months indicates performance improvement plans taking hold and signal recovery. Liquidity Remains Weak: TRMC's liquidity position remains very low, albeit slightly improved from one year ago. Unrestricted cash and investments were $10.4 million at FYE 2014 was over 20% increased year-over-year, and equated to 57.3 days cash on hand, 4.1x cushion ratio, and 57% cash to debt. Rating Sensitivities Dispute With Trustee: By letter dated Aug. 4, 2014, the US Bank, as Trustee, issued a notice to TRMC asserting the occurrence of various defaults and Events of Default (EoD) under the Indenture, including failure to achieve the required long term debt service coverage ratio for fiscal years 2012 and 2014. TRMC has denied the existence of any defaults or EoD and the Trustee has withdrawn the Notice of Default by letter dated Aug 8. At this time, TRMC has made all required payments under the indenture. Fitch expects that this matter will be resolved without any negative impact to bondholders or the credit profile of TRMC. Clarity On Project Funding: Considerable amount of uncertainty around the timing and funding sources remain, although meaningful progress has been made over the last six months. Fitch believes that the hospital can continue to operate without completion of the project over the near term. Further, additional debt funding secured by the revenues of the hospital is not expected to be pursued over the near term. Credit Profile Tulare Local Health Care District, d/b/a Tulare Regional Medical Center owns and operates a 112-bed hospital in the city of Tulare, California. Total operating revenue in FYE June 30, 2014 was $68.6 million (exclusive of tax revenues related to GO bonds debt service). Since January 2014, TRMC has been managed by HealthCare Conglomerate Associates under a management agreement. Construction Plans Developing TRMC has a construction project in progress featuring a 24-bed emergency department, a new diagnostic department, a 16-bed obstetric unit, four surgery suites, and 27 new private patient rooms meeting seismic requirements. This new expansion tower was initially slated to open October 2012, but suffered disruptions due to concrete delamination issues and ensuing conflicts with the contractors. Over the last six months, TRMC was able to reach a settlement agreement with the previous contractors and put a makeup schedule and budget in place. The completion of the project is now pending a funding source, with several options currently under evaluation. Fitch assumes that the ultimate decision will not have a material impact on TRMC's solvency, and will evaluate any impact of funding sources after plans are finalized and disclosed. Signs of Turnaround TRMC posted a loss of $2.3 million (negative 3.3% operating margin) in fiscal 2014, which is significantly improved from a $3.9 million loss (negative 12% operating margin) through the six months ended Dec. 31, 2013. Similarly, operating EBITDA margin improved from a negative 3.8% to a positive 4.2%. Management's initial goal was to breakeven in calendar year 2014. Given the $1.6 million operating income generated in the six months ended June 30, 2014, Fitch believes TRMC is on track to meet its targets. Under a new leadership team from HCCA, the performance improvement plan largely focuses on putting sustainable operating structures in place, with a two-pronged approach at enhancing revenues and reducing expenditures. With inpatient volume continued to weaken, fiscal 2014 marked the first year of growth in outpatient surgeries and emergency department visits in over three years. Fitch also believes MediCal expansion will also be beneficial for TRMC in generating additional outpatient traffic. Weak Liquidity Liquidity showed modest growth in fiscal 2014, following four years of rapid declines driven by IT investments, other capital spending, and negative cash flow. Unrestricted cash and investments totaled $10.4 million at June 30, 2014 compared to $8.7 million at FYE 2013 and $24.4 million at FYE 2010. Days cash on hand of 57 days, cushion ratio of 4.1x, and cash to debt of 57% remain weak compared to Fitch's median for below investment-grade ratings. Continued expense control and improvement in revenues should improve overall cash flow and slowly rebuild the balance sheet. While not expected, demand on unrestricted liquidity to support operations or fund the construction project would be viewed negatively. Fitch also notes a debt service reserve account is in place for the series 2007 bonds, with approximately $1.3 million held by a Trustee. Weak Debt Metrics Despite Moderate Debt Burden At June 30, 2014, Tulare's revenue supported debt burden totaled $18.3 million, consisting of $15.2 million in series 2007 bonds and $3.1 million in capital leases. The debt is all fixed rate and produces a maximum annual debt service (MADS) of $2.5 million, which declines to $1.3 million in fiscal 2017 following the final payment on the capital lease. Debt burden is relatively low, as measured by debt to capitalization of 28%. However, due to poor cash flow, MADS coverage was 1.3x in fiscal 2013 compared to 1.4x in 2013 and a negative 2.1x in 2012, compared to the average of 4x in 2009-2011. TRMC violated its debt service covenant in 2012, which resulted in a consultant-call in. The debt service covenant was met in fiscal 2013, and based on discussions with management and review of most recent financial statements, Fitch anticipates TRMC to meet its debt service covenant in 2014. Fitch believes TRMC has sufficient resources to pay its obligations over the next year. Not included in Fitch's calculation of TRMC's long-term debt are $85 million in general obligation (GO) bonds, which are not rated by Fitch. Since TRMC's GO debt is secured by a special assessment on property taxes in the district, Fitch's calculation of financial ratios excludes the GO debt and related receipts. Trustee Dispute On Aug. 4, 2014, US Bank, as Trustee, issued a written notice to the district asserting the occurrence of various defaults and EoD under the Indenture, including failure to achieve the required long term debt service coverage ratio for fiscal years 2012 and 2014 and failing to calculate correctly the long term debt service coverage ratio for fiscal year 2013. The district has disputed the existence of any defaults or an EoD under the Indenture and indicated that a forbearance would not be required. On Aug. 8, the Trustee withdrew its Notice of Default but also has reserved its rights under the Indenture pending further review. TRMC is making the required monthly payments of gross revenues to the Trustee, and the Bond Reserve Account of the Revenue Fund is fully funded in the amount of $1.4 million. TRMC has pledged to cooperate with the Trustee in the Trustee's review of the matters raised in the Notice of Default and Response. Fitch expects that this matter will be resolved without any negative impact to bondholders or the credit profile of TRMC. Disclosure TRMC covenants to disclose annual financial statements within six months of year-end and quarterly unaudited financial statements within 30 days through the MSRB EMMA website. UNITED RENTALS: Moody's Raises Corporate Family Rating to 'Ba3' --------------------------------------------------------------- Moody's Investors Service upgraded United Rentals (North America), Inc.'s (URI) Corporate Family Rating (CFR) to Ba3 from B1 and its Probability of Default Rating (PDR) to Ba3-PD from B1-PD. Moody's also upgraded the company's senior secured notes rating to Ba1 from Ba2, its senior unsecured debt rating to B1 from B2, and its senior subordinated notes rating to B2 from B3. The company's Speculative Grade Liquidity Rating was upgraded to SGL-2 from SGL- 3 to reflect the expectation that United Rentals will maintain a good liquidity profile over the next 12 to 18 months. The ratings outlook is stable. Ratings Rationale URI's upgrade reflects the expectation for continued improvement of the company's credit quality due to its good margins, strong rental demand, and the benefits from its ongoing diversification strategy including the benefits of its National Pump acquisition which strengthens its rental portfolio offerings into the oil and gas sector. The rating also reflects the company's national footprint and very large size relative to its competitors, as well as the reputational and execution benefits this provides to better serve large customers, procure equipment at more competitive prices, and sell used equipment at prices that reflect the company's equipment maintenance program. Moreover, Moody's believe the slow growth economy benefits URI in that it reduces equipment manufacturers' pricing leverage and encourages contractors to rent rather than purchase equipment. By providing quality equipment for rent, the company reduces the customers' worries associated with equipment ownership including: procuring, financing, maintaining, and tracking the location of their equipment. The ratings considers URI's demonstrated aggressive growth through acquisition strategy with a few billion spent on acquistions in recent years, including the National Pump acquisition earlier in 2014, and the purchase of RSC Holdings in April 2012. Moody's believe that URI has proven its ability to balance its growth initiatives and repurchase shares as its leverage has been improving due to higher EBITDA levels. The rating upgrade reflects the improvement in leverage to 3.5 times as of June 30, 2014 from 3.9 times as of June 30, 2013 (on a Moody's adjusted basis) and Moody's expectation for additional leverage improvement over the next 12 to 18 months. Moody's expectations for lower leverage are consistent with the company's plan to operate in its stated target leverage range of 2.5 to 3.5 times. It is currently near the high end of this range (based on United Rentals' calculation of adjusted EBITDA which is lower than Moody's adjusted levels). The upgrade in URI's speculative grade liquidity rating to SGL-2 from SGL-3 reflects the expectation for good liquidity over the next year including its good operating cash flow, cash on the balance sheet, and manageable near-term debt maturities. Moreover, revolver availability under its $2.3 billion ABL credit facility due 2016 is anticipated to remain near $1 billion for the next year unless there is a meaningful acquisition or the company's share buyback program is upsized. United Rentals' stable ratings outlook reflects the expectation for modest improvement in its credit metrics balanced against the cyclical business risks and elevated leverage. The ratings outlook or rating could be adversely affected if debt to EBITDA were expected to increase above 3.75 times and deemed to be deteriorating further, EBIT to interest to decrease below 1.5 times, and/or the company's liquidity profile to weaken. Ratings could also be adversely impacted if sales and margins contracted thereby resulting in a lower return on its expanded fleet. Increased shareholder friendly actions or a debt financed acquisition that resulted in higher leverage could also pressure the rating. The ratings could be upgraded or the outlook changed to positive if the company were expected to experience positive free cash flow to debt after net capital expenditures and other uses so as to allow for continued deleveraging. Specifically, debt to EBITDA below 3 times and EBIT to interest trending to be above 2.75 times on a sustainable basis (all numbers on a Moody's adjusted basis). Positive traction could be limited by future return of cash to shareholders via stock repurchases depending on its impact on leverage. Reductions in leverage would be considered in light of the company's target leverage ratio, and its projected overall cash generating ability. The principal methodology used in these ratings was the Global Equipment and Automobile Rental Industry 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. Upgrades: Issuer: United Rentals (North America), Inc. Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Corporate Family Rating (Local Currency), Upgraded to Ba3 from B1 Senior Subordinated Regular Bond/Debenture (Local Currency) Sep 15, 2020, Upgraded to B2 (LGD6) from B3 (LGD6) Senior Unsecured Regular Bond/Debenture (Local Currency) Jun 15, 2023, Upgraded to B1 (LGD4) from B2 (LGD4) Senior Unsecured Regular Bond/Debenture (Local Currency) Nov 15, 2024, Upgraded to B1 (LGD4) from B2 (LGD4) Senior Unsecured Regular Bond/Debenture (Local Currency) Jun 15, 2023, Upgraded to B1 (LGD4) from B2 (LGD4) Issuer: RSC Holdings III, LLC Senior Unsecured Regular Bond/Debenture (Local Currency) Feb 1, 2021, Upgraded to B1 (LGD4) from B2 (LGD4) Issuer: UR Financing Escrow Corporation Senior Secured Regular Bond/Debenture (Local Currency) Jul 15, 2018, Upgraded to Ba1 (LGD2) from Ba2 (LGD2) Senior Unsecured Regular Bond/Debenture (Local Currency) May 15, 2020, Upgraded to B1 (LGD4) from B2 (LGD4) Senior Unsecured Regular Bond/Debenture (Local Currency) Apr 15, 2022, Upgraded to B1 (LGD4) from B2 (LGD4) Outlook Actions: Issuer: United Rentals (North America), Inc. Outlook, Remains Stable Note: All of the notes listed above were either originally issued by, or assumed by, United Rentals (North America), Inc. subsequent to the original issuance including those issued by RSC. United Rentals, headquartered in Stamford, CT, is an equipment rental company with a fleet of approximately 400,000 units and over 880 rental locations across the US and Canada. The company operates in two business segments. Its General Rentals segment provides construction, industrial and homeowner equipment; its Trench Safety, Power & HVAC, and Pump Solutions segment provides equipment for underground construction, temporary power, climate control and disaster recovery, and pumps largely for the oil and gas sector. While the primary source of revenue is from renting equipment, the company also sells equipment and related parts and services. LTM revenue for the period ending June 30, 2014 was approximately $5.2 billion. UNIVERSAL HEALTH CARE: Trustee Okayed to Tap Ver Ploeg as Counsel ----------------------------------------------------------------- The Chapter 11 trustee of Universal Health Care Group, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Ver Ploeg & Lumpkin, P.A. as his special counsel. Soneet Kapila, the bankruptcy trustee, tapped the firm to assist him on insurance-related matters. Specifically, Ver Ploeg will advise the trustee on the recovery of proceeds from various fidelity bonds, and issues related to his claims against former directors and officers of UHCG. The firm will also assist the trustee in the litigation of a declaratory judgment action filed by RSUI Indemnity Co. against UHCG. Ver Ploeg has agreed to represent the trustee for fees to be determined by the bankruptcy court. The firm's hourly rates range from $135 to $235 for paraprofessionals, and from $200 to $625 for attorneys. The firm neither holds nor represents interest adverse to UHCG and its creditors, according to an affidavit filed by Jason Mazer, Esq., a partner at Ver Ploeg. About Universal Health Care Group Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in Tampa, serves as counsel to the Debtor. Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc. serves as a forensic imaging consultant to the Chapter 11 trustee. UNIVERSAL HEALTH CARE: Drops Bid to Appoint Abernathy as Director ----------------------------------------------------------------- Soneet Kapila, the bankruptcy trustee of Universal Health Care Group, Inc., withdrew his motion to appoint Mark Abernathy as the sole director of certain subsidiaries of UHCG. The move came after U.S. Bankruptcy Judge K. Rodney May on June 12 approved the trustee's settlement agreement with BankUnited NA and the special deputy receivers for Universal HMO of Texas, Inc. and Universal Health Care of Nevada, Inc. The agreement resolved the legal issues concerning the trustee's bid to appoint Mr. Abernathy. The motion drew support from BankUnited while it drew flak from the special deputy receivers. About Universal Health Care Group Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in Tampa, serves as counsel to the Debtor. Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc. serves as a forensic imaging consultant to the Chapter 11 trustee. VAIL LAKE: Creditors Get Properties for $8.8MM Cash + Credit Bid ---------------------------------------------------------------- Cambridge Financial of California, LLC and two other secured creditors of Vail Lake Rancho California, LLC will acquire all real and personal properties owned by the company. U.S. Bankruptcy Judge Louise DeCarl Adler recently signed off on an order approving the sale of Vail Lake's properties, which is part of a settlement it made with its secured creditors that also include Beresford Development, LLC and XD Conejo Notes, LLC. Together, the three creditors assert more than $100 million in secured claims against the company and its affiliates, which are also in Chapter 11 protection. The properties were supposed to be sold at an auction on Aug. 7, with the secured creditors' offer serving as the "stalking horse" bid or the lead bid. However, no prospective buyers qualified to bid at the auction. One issue raised by most of the prospective buyers is the value of the properties, according to Matthew Weaver of Lee & Associates Commercial Real Estate Services, the real estate broker hired by the company. "With a minimum initial overbid of approximately $33 [million], the majority of potential buyers with whom we spoke struggled to see the path to creating value," Mr. Weaver said in a court filing. "Income from the properties' operations did not support a value that high and most buyers were uncertain regarding the properties' development potential," he said. The secured creditors' offer includes $8.8 million in cash and a credit bid in the amount of $23.97 million. They will also get the title to a portion of the so-called Sundance properties. Settlement With Secured Creditors The sale is part of an agreement that would resolve Vail Lake's dispute with the secured creditors. Under the settlement, the secured creditors may elect to sell their claims to an assignee of their choice prior to the close of the sale, with the assignee taking title to the real and personal property being sold. Earlier, the secured creditors reached a deal with Rancho California Water District, under which they agreed to sell their liens to the water provider. This means the Temecula Valley water provider would ultimately end up acquiring title to Vail Lake's properties, according to court filings. Under the settlement, Vail Lake agreed to release any claim against the secured creditors. In addition, any unsecured deficiency claim of the secured creditors will be subordinated to the recoveries of general unsecured creditors, unless and until such recoveries total 40%, at which time those claims will be entitled to further distributions that would otherwise go to the general unsecured creditors. "With over $100 million in secured claims asserted against the debtors' estates, they realized that a successful resolution of these cases required a resolution with the Secured Creditors," said the company's lawyer, J. Barett Marum, Esq., at Sheppard, Mullin Richter & Hampton LLP, in San Diego, California. A full-text copy of the settlement agreement can be accessed for free at http://is.gd/b4Y9bV In a related development, Vail Lake signed a stipulation resolving County of Riverside's objection to the sale. Pursuant to the stipulation, County of Riverside will receive payment of taxes on certain properties. The stipulation is available for free at http://is.gd/IUG1Pu About Vail Lake Vail Lake Rancho California, LLC, and its affiliates own the California campground Vail Lake Resort. Vail Lake is a large reservoir in western Riverside County, California, located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles east of Temecula, California. Properties cover approximately 9,000 acres and have an estimated water storage capacity of approximately 51,000 acre-feet. On Dec. 26, 2012, creditors of Vail Lake filed an involuntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail Lake. In a filing on June 6, 2013, the Debtor said it consents to the entry of an order for relief and does not contest the involuntary Chapter 11 petition. On June 5, 2013, the company sent 5 related entities -- Vail Lake USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational Management, LLC -- to Chapter 11 bankruptcy. The new debtors have sought and obtained an order for joint administration of their Chapter 11 cases with Vail Lake Rancho (Case No. 12-16684). The Debtors are represented by attorneys at Cooley LLP and Phillips, Haskett & Ingwalson, A.P.C. The Debtor also employed Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank serving as the Debtors' chief restructuring officer. Lee & Associates Commercial Real Estate Services is the real estate brokers of the Debtors. The Debtors' consolidated assets, as of May 31, 2013, total $291,016,000 and liabilities total $52,796,846. VAIL LAKE: Gets Court Approval to Hire Lavine as Accountant ----------------------------------------------------------- U.S. Bankruptcy Judge Louise DeCarl Adler authorized Vail Lake Rancho California, LLC and its affiliated debtors to hire Lavine, Lofgren, Morris & Engelberg LLP as their accountant effective as of May 12, 2014. Vail Lake tapped the San Diego-based accounting firm to prepare tax returns for the company and its affiliated debtors during the pendency of their bankruptcy cases. The firm will be paid for its services on an hourly basis and will receive reimbursement for work-related expenses. The current normal and customary hourly rates charged by the firm and the persons most likely to work on this matter are as follows: Dennis Lavine $275 Jeff Alvarez $200 Tax Staff $90 to $135 Administration $70 The firm did not receive a retainer but reserves the right to seek a retainer or other protection subject to court approval. In a declaration, Mr. Lavine, a member at Lavine Lofgren, said that the firm does not have a conflict of interest that would prohibit it from performing work on behalf of the company. About Vail Lake Vail Lake Rancho California, LLC, and its affiliates own the California campground Vail Lake Resort. Vail Lake is a large reservoir in western Riverside County, California, located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles east of Temecula, California. Properties cover approximately 9,000 acres and have an estimated water storage capacity of approximately 51,000 acre-feet. On Dec. 26, 2012, creditors of Vail Lake filed an involuntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail Lake. In a filing on June 6, 2013, the Debtor said it consents to the entry of an order for relief and does not contest the involuntary Chapter 11 petition. On June 5, 2013, the company sent 5 related entities -- Vail Lake USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational Management, LLC -- to Chapter 11 bankruptcy. The new debtors have sought and obtained an order for joint administration of their Chapter 11 cases with Vail Lake Rancho (Case No. 12-16684). The Debtors are represented by attorneys at Cooley LLP and Phillips, Haskett & Ingwalson, A.P.C. The Debtor also employed Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank serving as the Debtors' chief restructuring officer. Lee & Associates Commercial Real Estate Services is the real estate brokers of the Debtors. The Debtors' consolidated assets, as of May 31, 2013, total $291,016,000 and liabilities total $52,796,846. VAUGHAN CO: Bid to Set Aside Magistrate Judge's Ruling Denied ------------------------------------------------------------- District Judge William P. Johnson in New Mexico denied the Defendants' Motion to Review and Set Aside the Portion of the Magistrate's July 22, 2014 Order Striking Certain Defendants' Jury Demands, filed August 5, 2014, in the case captioned as, JUDITH A. WAGNER, Chapter 11 Trustee of the bankruptcy estate of The Vaughan Company, Realtors, Plaintiff, v. JAMES RICHARDS, individually and as Trustee of the James Richards Revocable Trust, DANIEL FENTON, and NANCY FENTON, MOSTAFA JAFARI, MARTEZA JAFARI a/k/a MORTEZA JAFARI a/k/a MORI JAFARI, MARYAM JAFARI, MELIKA JAFARI, MOHAMMAD REZA JAFARI, ZAHRA JAFARI, VAHID DERISS, MOJTABA JAFARI, and FARZANEH JAFARI, ABBAS ANSARI and PEYMANEH POUR, husband and wife, MARIE YEH, individually and as personal representative of the estate of Chon-Chiun Yeh, JENNY YEH NELSON, JULIE C. LOUIE, DAVID L. LOUIE, JOHN DOE, as trustee of the YEH FAMILY REVOCABLE TRUST uta dated October 2, 2001, JIMMY CHIH MING YEH a/k/a JIMMY C. YEH, RACHEL HANYEH, and MARIE YEH as personal representative of the estate of Chon-Chiun Yeh d/b/a Chinese Acupuncture Clinic, SAID BANDI a/k/a SAID ALAGHE BANDI, individually, SAID BANDI d/b/a Bandi Engineering, BANDI ENGINEERING COMPANY, INC., ADF FINANCIAL, INC., SHAHLA BANDI a/k/a SHAHLA ZOLFAGHARI, MARYAM ALAGHE-BANDI, HAMID ALAGHE BANDI, HOSSEIN ALAGHE BANDI, ABDUL DABIRI, SHARAREH SHAHIN, And NEW MEXICO ACCOUNTING SPECIALISTS, INC., STEVEN S. ETKIND and SHERRY ETKIND, husband and wife; STEVEN S. ETKIND, as trustee of STEVEN AND SHERRY ETKIND REVOCABLE LIVING TRUST; and TALIA ETKIND, Defendants, Case Nos. 12-CV-00817-WJ-SMV, 12-CV- 00207-WJ-SMV, 12-CV-00241-WJ-SMV, 12-CV-00300-WJ-SMV, 12-CV-00301- WJ-SMV, 12-CV-00303-WJ-SMV, 12-CV-00391-WJ-SMV, 12-CV-00754-WJ-SMV (D. N.M.). The case arises out of a massive Ponzi scheme perpetrated by Doug Vaughan through Vaughan Company Realtors. The adversary proceeding is one of many adversary proceedings initiated by the Chapter 11 Trustee seeking to recover payments made by VCR to parties who invested in VCR's promissory note program. The adversary proceeding is also one of a group of adversary proceedings where the reference to Bankruptcy Court was withdrawn thereby resulting in this matter proceeding in District Court. A copy of the District Court's August 26, 2014 Memorandum Opinion and Order is available at http://is.gd/KLsyGgfrom Leagle.com. Judith A. Wagner is represented by James A. Askew, Esq., Daniel A White, Esq., Edward A. Mazel, Esq., and Jacqueline Ortiz, Esq., at Askew & Mazel, LLC; and Maureen A Sanders, Esq., at Sanders & Westbrook, PC. About The Vaughan Company Realtors The Vaughan Company Realtors filed for Chapter 11 protection on Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759). George D. Giddens, Jr., Esq., represents the Debtor in its restructuring efforts. The Company estimated both assets and debts of between $1 million and $10 million. Judith A. Wagner was appointed as Chapter 11 Trustee. Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M. Case No. 10-10763) on Feb. 22, 2010. The case was converted to a chapter 7 proceeding on May 20, 2010. Yvette Gonzales is the duly appointed trustee of the Chapter 7 estate. VARIANT HOLDING: Files Bare-Bones Chapter 11 Petition ----------------------------------------------------- Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. VARIANT HOLDING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Variant Holding Company, LLC 1200 N. El Dorado Pl. Ste. G-700 Tucson, AZ 85715 Case No.: 14-12021 Chapter 11 Petition Date: August 28, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: 302-652-4100 Fax: 302-652-4400 Email: pkeane@pszjlaw.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $50 million to $100 million The petition was signed by Courtland Gettel, chief executive officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Commercial Group $8,000,000 c/o Michael Olsen, Esq. 103 East Irving Park Rd. Roselle, IL 60172 Tel: 708-372-3819 Email: meopc@aol.com Snowdon Partners Guaranty $6,700,000 Properties 15, LLC c/o Russ Krone 5729 East Cactus Wren Rd. Paradise Valley, AZ 85253 Tel: 520-884-9694, X12 Email: russ@thompsonkrone.com Brett Pezzuto $2,000,000 c/o Michael Olsen, Esq. 103 East Irving Park Rd. Roselle, IL 60172 Tel: 708-372-3819 Email: meopc@aol.com Christian Pezzuto $2,000,000 c/o Michael Olsen, Esq. 103 East Irving Park Rd. Roselle, IL 60172 Tel: 708-372-3819 Email: meopc@aol.com Tom Kivisto $2,000,000 c/o Michael Olsen, Esq. 103 East Irving Park Rd. Roselle, IL 60172 Tel: 708-372-3819 Email: meopc@aol.com Mark Mills $2,000,000 c/o Michael Olsen, Esq. 103 East Irving Park Rd. Roselle, IL 60172 Tel: 708-372-3819 Email: meopc@aol.com Snowdown FX3 Huddie, LLC Guaranty $500,000 c/o Russ Krone 5279 East Cactus Wren Rd. Paradise Valley, AZ 85253 Tel: 520-884-9694, X12 Email: russ@thompsonkrone.com Greenberg Traurig LLP Open Account $467,419 c/o Howard J. Steinberg, Esq. 1840 Century Park East Suite 1900 Los Angeles, CA 90067 Tel: 310-586-7700 Email: steinbergh@gtlaw.com JMBJAB Investments, LLC Guaranty $455,000 Retirement Plan c/o Jeffrey H. Greenberg, Esq. JH Greenberg & Associates, PLLC 1200 North El Dorado Pl., Ste. G-700 Tucson, AZ 85715 Tel: 520-209-1932 Email: jeff@jhga-law.com JH Greenberg & Associates, PLLC Open Account $350,000 1200 N. El Dorado Pl., Ste. G-700 Tucson, AZ 85715 Tel: 520-209-1932 Email: jeff@jhga-law.com Holy Canoli, LLC Note Guaranty $244,000 Yardi Systems $44,854 United Health Care Trade Payable $19,815 Assimilate Solutions Trade Payable $13,350 Huber CPA PC Open Account $10,000 Symphony Tower LLC Trade Payable $8,209 Levitzacks CPAs Trade Payable $4,432 Simply Bitz, LLC Trade Payable $3,998 Login, Inc. Trade Payable $2,830 FedEx Trade Payable $1,565 VCA INC: S&P Withdraws 'BB' Corporate Credit Rating --------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings, including its 'BB' corporate credit rating, on VCA Inc. at the company's request. The company plans on repaying all of its rated debt with the proceeds of a new credit facility. WALLDESIGN INC: Court Confirms Chapter 11 Liquidation Plan ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California confirmed the Chapter 11 plan of liquidation of Walldesign, Inc. at the hearing held on July 30. The liquidation plan jointly proposed by the company and the unsecured creditors' committee was confirmed four months after the court approved the outline of the plan or the so-called disclosure statement on April 18. The plan calls for the liquidation of Walldesign's assets and payments to holders of administrative claims and other creditors entitled to distributions of all cash on hand as well as net proceeds realized from the litigation of claims held by the estate and liquidation of other assets. Under the plan, a liquidation trust will be created to prosecute causes of action. Proceeds realized from the litigation or settlement of causes of action will be used to pay claims approved by the court. Priority non-tax claims will be paid in full and any remaining amount will be distributed on a pro rata basis to general unsecured creditors until they are fully paid. The majority of Walldesign's creditors entitled to vote accepted the plan, court papers show. Class 5, which is comprised of holders of priority non-tax claims, cast two ballots accepting the plan. Meanwhile, six ballots were cast by creditors holding Class 6 general unsecured claims. One ballot in the amount of $78,988 rejected the liquidation plan while the five other ballots in the aggregate amount of $3.37 million accepted the plan. One more ballot was cast accepting the plan but it wasn't counted since the general unsecured creditor didn't file a proof of claim and wasn't listed in the company's schedules of assets and liabilities. No ballots were cast by creditors holding Class 7 subordinated claims and Class 4 secured claims. Class 4 is comprised of claims asserted by secured creditors other than Comerica Bank, VFS and Bello Construction, according to court filings. About Walldesign Walldesign Inc., incorporated in 1983, has been in the business of installing drywall, insulation, plaster and providing related services to single and multi-family construction projects throughout California, Nevada and Arizona for over 20 years. Customers include some of the largest homebuilders in the United States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and KB Homes. In fiscal 2011, Walldesign generated more than $43.5 million in annual revenues. Walldesign, based in Newport Beach, California, said the global credit crisis that occurred in the third quarter of 2008 had a severe negative impact on its business: capital for construction projects dried up, buyers vacated the market for new homes and profit margins on new jobs eroded. Although it has significantly downsized its operations in an effort to remain profitable in the recessionary conditions, cash flow problems arose during this process. These problems slowed payments to vendors, precipitating collection lawsuits forcing it to seek Chapter 11 protection (Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012. Marc J. Winthrop, Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop Couchot, serve as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Michael Bello, chief executive officer. Brian Weiss of BSW & Associates serve as the Debtor's Chief Restructuring Officer. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Jones Day as its counsel. WALLDESIGN INC: Committee Gets Approval to Settle Avoidance Claims ------------------------------------------------------------------ Walldesign Inc.'s official committee of unsecured creditors received court approval to settle all avoidance claims in which the deal results in a payment to the estate of at least 60% of the avoidance liability of claims of less than $100,000 without further hearing or notice. The payment is subject to reduction for asserted transfers deemed not recoverable by the unsecured creditors' committee, according to the order issued by the U.S. Bankruptcy Court for the Central District of California. About Walldesign Walldesign Inc., incorporated in 1983, has been in the business of installing drywall, insulation, plaster and providing related services to single and multi-family construction projects throughout California, Nevada and Arizona for over 20 years. Customers include some of the largest homebuilders in the United States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and KB Homes. In fiscal 2011, Walldesign generated more than $43.5 million in annual revenues. Walldesign, based in Newport Beach, California, said the global credit crisis that occurred in the third quarter of 2008 had a severe negative impact on its business: capital for construction projects dried up, buyers vacated the market for new homes and profit margins on new jobs eroded. Although it has significantly downsized its operations in an effort to remain profitable in the recessionary conditions, cash flow problems arose during this process. These problems slowed payments to vendors, precipitating collection lawsuits forcing it to seek Chapter 11 protection (Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012. Marc J. Winthrop, Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop Couchot, serve as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Michael Bello, chief executive officer. Brian Weiss of BSW & Associates serve as the Debtor's Chief Restructuring Officer. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Jones Day as its counsel. XZERES CORP: Appoints David Hofflich as Chief Executive Officer --------------------------------------------------------------- XZERES Corp. has appointed David Hofflich as chief executive officer, succeeding Frank Greco who will remain president, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Hofflich will assume Greco's board seat. Mr. Greco resigned as the Company's CEO and director on Aug. 25, 2014. There was no disagreement with the Company on any matter related to the Company's operations, policies or practices, nor was Mr. Greco removed for cause. His compensation package has been adjusted such that his salary is now $180,000 per year, plus any incentive bonuses for which he may qualify. In addition, the Company has accelerated the vesting of Mr. Greco's remaining outstanding stock options. Mr. Hofflich is a seasoned financial executive with more than 20 years of experience in multiple industries, including facets of the energy, manufacturing, and distribution. Mr. Hofflich has served as interim CEO, CFO, CRO and advisor to numerous publicly and privately-owned companies. He has been recognized for implementing successful strategies in complex business environments and turn-around situations which have created significant enterprise value. He has been serving as a strategic consultant to XZERES for more than a year, playing a key role in the Company's capitalization and acquisition of Skystream and establishing an exclusive license agreement with Argosy Wind Power. Through these in depth strategies, he has developed a strong working knowledge of the company's operations, allowing a smooth integration into his new role as CEO. "I have had the pleasure of working closely with David over the past year," noted Greco. "As the company's new CEO, I'm confident he will further focus and drive its expanding opportunities around the world. XZERES has positioned itself with various strategies in an increasing number of market opportunities, including the growing Asian wind market in Japan, Vietnam, India, Philippines as well as in Europe and the Americas. David's tenacity and capabilities will help us effectively pursue the rapidly growing number of opportunities around the world." Mr. Hofflich earlier served as a director at Alix Partners, a global business advisory firm, and Getzler Henrich & Associates, an early pioneer in the turnaround and restructuring sector. Additionally he was a partner at Tatum, an advisory firm comprised of senior operating executives who provide hands-on strategic, financial and technology leadership. Earlier in his career, he served as a controller at UBS Warburg and a senior auditor at Arthur Andersen. He is a certified public accountant, and received his Bachelor of Science in Accounting from SUNY Binghamton and MBA in Finance from Fordham University. "Over the course of the last year, XZERES has made tremendous progress building a global sales network which is supported by a world class engineering and technical team," said Mr. Hofflich. "The company has increased its product offering, transitioning from being a one product company operating in only a few markets to now working on a substantial pipeline of global opportunities with a full range of energy solutions. Given the company's growing sales momentum and backlog, looking ahead we see these efforts producing significant revenue growth and profitability." Mr. Hofflich's compensation will be $120,000 in annual salary, plus incentive bonuses based on the Company's total sales. Mr. Hofflich retains beneficial ownership of 6,000,000 shares of the Company's common stock by reason of a warrant the Company issued to Hofflich & Associates as compensation under the consulting agreement previously in place between the Company and Hofflich & Associates. The strike price on the warrant shares is $0.35 per share. Consummation Various Transactions On Aug. 27, 2014, Xzeres Corp. announced details regarding its consummation of the following: (i) new term loan with Wells Fargo Bank, National Association; (ii) repayment of its outstanding indebtedness to Renewable Power Resources, LLC; (iii) payment of $1,105,000 to Hanover Holdings I, LLC, in consideration of the settlement of the Company's outstanding indebtedness to Hanover Holdings I, LLC, and the surrender and retirement of the outstanding warrant for 600,000 shares of the Company common stock held by Hanover; (iv) repayment and private placement of common stock to Ronald Elvidge to satisfy the outstanding indebtedness of the Company to Ronald Elvidge as well as the surrender and retirement of the outstanding Series A Preferred Stock and common stock warrants of the Company held by Ronald Elvidge; (v) the private placement of shares of common stock in connection with warrant exercises by each of Paul DeBruce and Ravago Holdings America, Inc.; and (vi) the private placement of shares of common stock in connection with additional capital investments from each of Paul DeBruce, Ravago Holdings America, Inc., and Plastiche S.A. With its consummation of the transactions, the Company was able to significantly reduce its annual interest expense by approximately $1 million, retire all of outstanding preferred stock, eliminate a significant number of its outstanding warrants, as well as obtain additional funds for working capital in excess of $5.5 million. On Aug. 21, 2014, the Company entered into a Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lender party. Under the Credit Agreement, the Lender has agreed to make a term loan to the Company in the principal amount of $15 million. Management intends to use proceeds of the Term Loan to repay certain of the Company's existing indebtedness as and to provide funds for working capital. Outstanding borrowings under the Credit Agreement bear interest, at the Company's option, at a base rate plus an applicable margin of 1.75% or LIBOR rate plus 3.00%. The Company also paid a closing fee equal to 1% of the term loan amount and is obligated to pay a servicing fee of $1,000 per month. The Company may prepay borrowings under the Credit Agreement at any time after five days notice without premium or penalty. Any amounts outstanding under the Credit Agreement will be repaid on a monthly basis beginning on Jan. 31, 2015, based on a 7 year amortization schedule, and any remaining amount owing shall be due by the maturity date under the Credit Agreement, which is Feb. 21, 2016. In addition to the required amortization payments, the Company is also required to prepay the Term Loan with the net cash proceeds of certain mandatory prepayment events, such as certain asset dispositions, additional indebtedness, equity issuances, extraordinary receipts as well as seventy five percent of the Company's excess cash flow on a quarterly basis commencing with the period ended Feb. 28, 2015. Borrowings under the Credit Agreement are secured by a first priority lien on all of the Company's and its domestic subsidiaries' assets including accounts receivable, inventory, cash, deposit accounts, commodity accounts, certain assets related thereto and proceeds of the foregoing, as well as a pledge of certain equity of the Company's wholly owned subsidiaries. With respect to the Elvidge Settlement, the Company has initiated the issuance of 1,000,000 shares of common stock, along with the payment of $1,350,000, in exchange for the surrender by Mr. Elvidge of his 1,428,571 shares of Series A Preferred Stock of the Company and warrants convertible into 2,142,857 shares of common stock of the Company, as well as the satisfaction in full of Amended and Restated Term Note dated April 16, 2014, in the original principal amount of $660,000. With respect to the Warrant Exercises, (i) Paul DeBruce exercised his existing warrants issued by the Company by paying the aggregate exercise price of $887,550 in exchange for the 2,535,857 shares of common stock subject to his warrants, and (ii) Ravago Holdings America, Inc., exercised its existing warrants issued by the Company by paying the aggregate exercise price of $391,029 in exchange for the 1,117,227 shares of common stock subject to its warrants. With respect to the Investments, (i) Paul DeBruce invested an additional $898,530 in a private placement in exchange for 3,594,120 shares of common stock, (ii) Ravago Holdings America, Inc. invested an additional $302,891 in a private placement in exchange for 865,403 shares of common stock, and (iii) Plastiche, S.A., invested $2,400,000 in a private placement in exchange for 8,635,966 shares of common stock. 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. XZERES CORP: Paul DeBruce Holds 33.2% Equity Stake -------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Paul DeBruce disclosed that as of Aug. 21, 2014, he beneficially owned 16,009,932 shares of common stock of XZERES Corp. representing 33.2 percent of the shares outstanding. On Aug. 21, 2014 (i) the Company issued 3,594,120 shares of Common Stock to Mr. DeBruce for an aggregate purchase price of $898,530, and (ii) the Company issued 3,214,108 shares of Common Stock to Mr. DeBruce in consideration of his exercise of warrants and payment of an aggregate warrant exercise price of $887,550. The $898,530 purchase price for the newly issued shares and the $887,550 warrant exercise price were paid by Mr. DeBruce in cash out of his personal funds, and no part of the funds used in purchasing the shares were represented by funds or other consideration that was borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities. A full-text copy of the regulatory filing is available at: http://is.gd/WOxBHy 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. XZERES CORP: James Duffy No Longer a Shareholder ------------------------------------------------ In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, James W. Duffy disclosed that as of Aug. 27, 2014, he no longer holds any shares in Xzeres Corp. Mr. Duffy previously owned 2,126,667 shares of common stock and a warrant to purchase 558,613 shares of the Company. On or about July 22, 2014, Mr. Duffy transferred those shares, and thereafter also transferred the warrant, to Cynthia Duffy, his wife. Mr. Duffy may be deemed to beneficially own the 2,685,280 Shares owned by his wife. A copy of the regulatory filing is available for free at: http://is.gd/o1zQUF 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. XZERES CORP: Ravago Holdings Has 10% Equity Stake ------------------------------------------------- Ravago Holdings America Inc. disclosed in an amended Schedule 13D filed with the U.S. Securities and Exchange Commission that as of Aug. 21, 2014, it beneficially owned 6,235,963 shares of common stock of Xzeres Corp. representing 10.08 percent of the shares outstanding calculated based upon 61,857,197 shares of common stock of Xzeres Corp. issued and outstanding on Aug. 25, 2014. On or about Aug. 21, 2014, Ravago Holdings exercised its Third Increase Warrant, and thereafter received 1,117,227 Shares pertaining to that exercise, and also invested an additional $302,891 in the Company in exchange for 865,403 Shares. A copy of the regulatory filing is available for free at: http://is.gd/y79lu8 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. ZHEJIANG TOPOINT: U.S. Court Recognizes Chinese Proceedings ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey entered an order recognizing Zhejiang Topoint Photovoltaic Co., Ltd., et al.'s bankruptcy proceedings in China as foreign main proceedings. Bankruptcy administrator Yueming Zhang said that the Debtors' business suffered financial difficulties stemming form the wake of the 2008 global economic crisis and subsequent events. The Chinese solar manufacturing industry boomed following government stimulus and subsidy for the solar industry. However, global demand failed to keep pace with the massive production put out by Chinese companies. As a result, many of China's larger solar firms faced possibility of bankruptcy or consolidation, including LDK Solar, Yingli Solar, and Suntech Power Holdings. The industry may now be turning a corner, thanks to increasing demand starting to "catch up" to the prior glut of overproduction. Developers installed 37.5 gigawattas of panels worldwide last year, up from 22 percent from 2012, and that figure may increase as much as 39 percent this year, according to data compiled by Bloomberg. The Chinese proceeding was commenced on Nov. 5, 2013, by applicant Haining City Rural Credit Cooperatives after Topoint Group failed to meet obligations on its credit facility. The Chinese court ordered the Topoint Group to be placed in to restructuring proceedings on Dec. 25, 2013. The bankruptcy administrator is asking the U.S. Court to recognize the Chinese proceeding as "foreign main proceeding." He is also asking the U.S. Court to enter an order staying execution and any other acts against the Debtors' property and assets in the U.S. In a separate order, the Court granted the Debtors' petition for certain additional relief. The Court found that due and proper notice of the Petition was given to all known U.S. parties-in-interest, which notice is deemed adequate for all purposes such that no other or further notice thereof need be given, and Stephen M. Packman and Douglas G. Leney, of Archer & Greiner, P.C., appearing as counsel on behalf of the Debtors, and James L. Garrity, Jr., of Morgan Lewis & Bockius, LLP, appearing as counsel on behalf of Nucon Productions LLC and Solergy USA LLC, and Damien O. Del Duca appearing on behalf of H2 Contracting, LLC/Hessert Construction NJ LLC, and Mitchell Hausman appearing as counsel for the Office of the U.S. Trustee. Pursuant to Sections 1519, 1520, and 1521 of the Bankruptcy Court, administration of certain of the Debtors' assets in the U.S. is entrusted to the Bankruptcy Administrator and its U.S. representatives and agents. Nucon Production, LLC and SolergyUSA, LLC, secured creditor of of Zhejiang Topoint Photostatic Co., Ltd., submitted its limited opposition to the Bankruptcy Administrator's petition, stating that the Debtors' primary assets in the United States are the Solar Panels manufactured in China and exported to the United States. The panels are warehoused at facilities operated by Solergy at a cost to Solergy of in excess of $41,500 per month. Under New Jersey law, Solergy has a warehouseman lien on the Solar Panels to secure the Debtors' obligations to Solergy for warehousing the Solar Panels. The Debtors are represented by: Stephen M. Packman, Esq. Douglas G. Leney, Esq. ARCHER & GREINER, A Professional Corporation One Centennial Square Haddonfield, NJ 08033-0968 Tel: (856) 795-2121 Fax: (856) 795-0574 Nucon Production and Solergy USA are represented by: James L. Garrity, Jr., Esq. Rachel J. Mauceri, Esq. Patrick D. Fleming, Esq. MORGAN, LEWIS & BOCKIUS LLP 101 Park Avenue New York, NY 10178 Tel: (212) 309-6000 Fax: (212 309-6001 About Zhejiang Topoint Zhejiang Topoint Photovoltaic Co., Ltd., is engaged in the development, manufacturing, and marketing of photovoltaic solar panels in China for sale and export to international markets, including the United States. Marketing of the solar panels is performed by affiliate Zhejiang Jiutai New Energy Co. Ltd. Manufacturing of the Topoint Group's products is generally conducted from its facilities located in the Zhejiang Province of the People's Republic of China. Topoint is subject to proceedings before the People's Court of Haining City, Zhejiang Province. Yueming Zhang is the court- appointed bankruptcy administrator. Zhejiang Topoint and its three affiliates filed petitions under Chapter 15 of the U.S. Bankruptcy Code in Camden, New Jersey (Bankr. D.N.J. Lead Case No. 14-24549) on July 16, 2014, to seek U.S. recognition of the proceedings in China. Topoint estimated assets of at least US$10 million and debt of less than US$10 million in the Chapter 15 petition. Counsel in the U.S. cases is Stephen M. Packman, Esq., at Archer & Greiner, P.C., in Haddonfield, New Jersey. ZHEJIANG TOPOINT: U.S. Court OKs Joint Administration of Cases -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized the joint administration of the Chapter 15 cases of Zhejiang Topoint Photovoltaic Co., Ltd., et al., for procedural purposes only. As reported in the Troubled Company Reporter on July 25, 2014, the Debtors requested that parties-in-interest use a consolidated caption to indicate that any pleading filed relates to the jointly administered Chapter 15 cases. The Debtors asked that the caption of the Chapter 15 cases be modified to reflect their joint administration, with Case No. 14-24549-GMB as the lead case. About Zhejiang Topoint Zhejiang Topoint Photovoltaic Co., Ltd., is engaged in the development, manufacturing, and marketing of photovoltaic solar panels in China for sale and export to international markets, including the United States. Marketing of the solar panels is performed by affiliate Zhejiang Jiutai New Energy Co. Ltd. Manufacturing of the Topoint Group's products is generally conducted from its facilities located in the Zhejiang Province of the People's Republic of China. Topoint is subject to proceedings before the People's Court of Haining City, Zhejiang Province. Yueming Zhang is the court- appointed bankruptcy administrator. Zhejiang Topoint and its three affiliates filed petitions under Chapter 15 of the U.S. Bankruptcy Code in Camden, New Jersey (Bankr. D.N.J. Lead Case No. 14-24549) on July 16, 2014, to seek U.S. recognition of the proceedings in China. Topoint estimated assets of at least US$10 million and debt of less than US$10 million in the Chapter 15 petition. Counsel in the U.S. cases is Stephen M. Packman, Esq., at Archer & Greiner, P.C., in Haddonfield, New Jersey. * Top Bitcoin Proponent to Plead Guilty to Federal Charge --------------------------------------------------------- Sydney Ember, writing for The New York Times' DealBook, reported that Charles Shrem, a prominent supporter of Bitcoin, said he will plead guilty to resolve federal charges that he helped federal court in smooth the way for drug transactions on the online marketplace Silk Road. The DealBook said Mr. Shrem is to plead in New York to one count of aiding and abetting the operation of an unlicensed money transmitting business. * FASB Issues Guidance to Improve Going Concern Reporting --------------------------------------------------------- The Financial Accounting Standards Board (FASB) on Aug. 27 issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The Update is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. Under Generally Accepted Accounting Principles (GAAP), financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, GAAP lacks guidance about management's responsibility to evaluate whether there is substantial doubt about the organization's ability to continue as a going concern or to provide related footnote disclosures. The Update provides guidance to an organization's management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. "This Update responds to stakeholder concerns about the diversity that currently exists in footnote disclosures because of the lack of guidance in GAAP and the differing views in practice about when substantial doubt exists," said FASB Technical Director Susan M. Cosper. "It improves the comparability of these disclosures by providing guidance on when there is substantial doubt and how the underlying conditions and events should be disclosed in the footnotes." The amendments in this Update apply to all companies and not-for- profit organizations. They become effective in the annual period ending after December 15, 2016, with early application permitted. The Update and a FASB In Focus document are available on the FASB Web site at http://www.fasb.org/ About the Financial Accounting Standards Board Since 1973, the Financial Accounting Standards Board -- http://www.fasb.org-- has been the designated organization in the private sector for establishing standards of financial accounting and reporting. Those standards govern the preparation of financial reports and are officially recognized as authoritative by the Securities and Exchange Commission and the American Institute of Certified Public Accountants. Such standards are essential to the efficient functioning of the economy because investors, creditors, auditors, and others rely on credible, transparent, and comparable financial information. * BOND PRICING: For The Week From August 25 to 29, 2014 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- Alion Science & Technology Corp ALISCI 10.250 95.000 2/1/2015 Allen Systems Group Inc ALLSYS 10.500 52.250 11/15/2016 Allen Systems Group Inc ALLSYS 10.500 53.000 11/15/2016 Buffalo Thunder Development Authority BUFLO 9.375 41.500 12/15/2014 Caesars Entertainment Operating Co Inc CZR 10.000 26.520 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 41.400 2/1/2016 Caesars Entertainment Operating Co Inc CZR 6.500 34.875 6/1/2016 Caesars Entertainment Operating Co Inc CZR 12.750 28.000 4/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 37.490 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 26.300 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 38.500 2/1/2018 Caesars Entertainment Operating Co Inc CZR 10.750 42.125 2/1/2016 Caesars Entertainment Operating Co Inc CZR 10.000 26.250 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 25.625 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 26.250 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 25.625 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 42.125 2/1/2016 Caesars Entertainment Operating Co Inc CZR 5.750 17.250 10/1/2017 Champion Enterprises Inc CHB 2.750 0.250 11/1/2037 Endeavour International Corp END 12.000 48.500 6/1/2018 Endeavour International Corp END 5.500 41.750 7/15/2016 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 1.000 1/30/2037 Energy Future Holdings Corp TXU 5.550 85.000 11/15/2014 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 7.750 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 7.375 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 5.625 8/15/2017 Exide Technologies XIDE 8.625 39.000 2/1/2018 Exide Technologies XIDE 8.625 39.125 2/1/2018 Exide Technologies XIDE 8.625 39.125 2/1/2018 FairPoint Communications Inc/Old FRP 13.125 1.000 4/2/2018 Global Geophysical Services Inc GGS 10.500 20.000 5/1/2017 Global Geophysical Services Inc GGS 10.500 19.875 5/1/2017 James River Coal Co JRCC 7.875 12.500 4/1/2019 James River Coal Co JRCC 4.500 1.000 12/1/2015 James River Coal Co JRCC 10.000 0.750 6/1/2018 James River Coal Co JRCC 10.000 4.963 6/1/2018 James River Coal Co JRCC 3.125 1.875 3/15/2018 Las Vegas Monorail Co LASVMC 5.500 10.000 7/15/2019 Lehman Brothers Inc LEH 7.500 13.500 8/1/2026 MF Global Holdings Ltd MF 6.250 41.129 8/8/2016 MF Global Holdings Ltd MF 1.875 44.500 2/1/2016 MModal Inc MODL 10.750 10.375 8/15/2020 MModal Inc MODL 10.750 10.125 8/15/2020 Momentive Performance Materials Inc MOMENT 11.500 3.500 12/1/2016 Motorola Solutions Inc MSI 6.000 113.739 11/15/2017 Motors Liquidation Co MTLQQ 7.200 11.250 1/15/2011 Motors Liquidation Co MTLQQ 7.375 11.250 5/23/2048 Motors Liquidation Co MTLQQ 6.750 11.250 5/1/2028 NII Capital Corp NIHD 10.000 27.000 8/15/2016 NII Capital Corp NIHD 7.625 15.000 4/1/2021 NII Capital Corp NIHD 8.875 29.750 12/15/2019 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.250 74.750 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 Quicksilver Resources Inc KWK 7.125 64.960 4/1/2016 RAAM Global Energy Co RAMGEN 12.500 80.450 10/1/2015 Savient Pharmaceuticals Inc SVNT 4.750 0.125 2/1/2018 TMST Inc THMR 8.000 12.000 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 14.750 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 37.500 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 36.000 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 14.000 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 14.250 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 13.750 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 14.375 11/1/2016 Tunica-Biloxi Gaming Authority PAGON 9.000 60.750 11/15/2015 Western Express Inc WSTEXP 12.500 82.250 4/15/2015 Western Express Inc WSTEXP 12.500 84.000 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, Psyche A. Castillon, 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 ***