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/raid1/www/Hosts/bankrupt/TCR_Public/140930.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, September 30, 2014, Vol. 18, No. 272 Headlines ACTIVECARE INC: Chief Executive Officer to Quit Next Month AEOLUS PHARMACEUTICALS: Gets Notice of Clinical Hold for AEOL AFFYMAX INC: Court Grants Final OK of Derivative Settlement ALLIED IRISH: Director Thomas Wacker to Retire ALLY FINANCIAL: To Sell $1 Billion Senior Notes ANTARAMIAN PROPERTIES: Gets Emergency Financing API TECHNOLOGIES: Posts $600,000 Net Loss in Fiscal 3rd Quarter ASBURY AUTOMOTIVE: Moody's Hikes Corporate Family Rating to Ba2 ASSOCIATED WHOLESALERS: Creditors Get Time to Study Possible Sale ATHERTON FINANCIAL: Files Schedules of Assets and Liabilities AXESSTEL INC: Acquires Flexcomm Limited BALL FOUR: Court Rejects Appeal to Gentrys' Chapter 11 Plan BELLE CREEK: S&P Lowers GO Bonds Rating to 'BB+'; Outlook Stable BELLE PROPERTY: Case Summary & 20 Largest Unsecured Creditors BUFFALO PARK: Court Confirms Owners' Ch. 11 Plan BROADWAY FINANCIAL: Ruth McCloud Named Retail Banking Head CABLEVISION SYSTEMS: Bank Debt Trades at 3% Off CAESARS ENTERTAINMENT: Inks Confidentiality Deals With Banks CAESARS ENTERTAINMENT: 2021 Bank Debt Trades at 5% Off CAESARS ENTERTAINMENT: 2020 Bank Debt Trades at 4% Off CASELLA WASTE: S&P Retains B- Corp. Credit Rating; Outlook Stable CASPIAN SERVICES: Extends Baiseitov Note Maturity to 2015 CHRYSLER LLC: JPMorgan Demands $35M in Refunds for First-Liens COASTLINE INVESTMENT: Seeks Case Dismissal After Sale of Hotels COMMUNITY ACADEMY: S&P Lowers Rating on 2007 Rev. Bonds to 'B-' CORPORATE EXECUTIVE: S&P Raises CCR to 'BB'; Outlook Stable CRS HOLDING: Amends List of 20 Largest Unsecured Creditors D & L ENERGY: Files Amended Schedules of Assets and Liabilities DBSI INC: Bankr. Order Nixed Heart Center Lease, Tex. Court Says DETROIT, MI: Council OKs $50M Regional Water Authority Plan DETROIT, MI: Art Museum Will Sue if Bankruptcy Plan Not Approved DETROIT, MI: Buffett Says City Will Be Better After Bankruptcy DETROIT, MI: Judge Hears Testimony on Water Service Shutoffs DEX MEDIA EAST: Bank Debt Trades at 6% Off DIOCESE OF SPOKANE: Sues Lawyers Over Malpractice DIRECT ACCESS: Auditing Co. Can't Ax Suit Over $66M Fraud DOGWOOD PROPERTIES: Court Closes Chapter 11 Case DORAL FINANCIAL: Lawyer Presses Case for Puerto Rico Tax Refund DVORKIN HOLDINGS: Trustee May Consummate Real Property Sale DVORKIN HOLDINGS: Trustee Has Accord With Craig Golden DYNASIL CORP: Appoints Peter Sulick CEO and President EAGLE BULK: Court Confirms Prepackaged Ch. 11 Plan EAGLE BULK: Has Final Authority to Obtain $50MM DIP Loan ECO SERVICES: Moody's Assigns Caa1 Senior Unsecured Rating ECO SERVICES: S&P Assigns 'B' CCR; Outlook Stable ECOSPHERE TECHNOLOGIES: William Brisbe Holds 16.5% Equity Stake ECOTALITY INC: Seeks Extension of Exclusive Plan Filing Date ENDEAVOUR INT'L: Signs Retention Agreements with Key Executives EPAZZ INC: Incurs $3.7 Million Net Loss in March 31 Quarter EXPLO SYSTEMS: Insurers Can't Rule Out Blast Coverage FAIRMONT GENERAL: Wants to Tap LP Properties as Exclusive Broker FAIRMONT GENERAL: Court Comments on Third Lease Decision Motion FAMILY CHRISTIAN CATHEDRAL: Case Summary & Top Unsecured Creditor FANNIE MAE: Chief Operating Officer to Quit Next Year FCC HOLDINGS: Gets Bankr. Court Approval to Sell 5 Schools FINJAN HOLDINGS: Signs Licensing Agreement With Websense FIRST MARINER: Files Liquidating Chapter 11 Plan Following Sale FIRSTPLUS FINANCIAL: Accountant Gets 40 Months for Takeover Plot FL 6801 SPIRITS: Creditors Want Chapter 11 Trustee or Examiner FL 6801 SPIRITS: Top Bidder Says Sale Is Being 'Hijacked' FOUR OAKS FINCORP: Changes Organization Structure FRANCIS M. DELAPE: Bankruptcy Court Has Jurisdiction on Bello Case FREESEAS INC: Sells Vessel for $3.6 Million GETTY IMAGES: Bank Debt Trades at 8% Off GM HOLDINGS: Fitch Lowers Rating on $11BB Revolver Debt to 'BB+' GOD'S HEALING HOLINESS: Case Summary & 3 Top Unsecured Creditors GREAT PLAINS EXPLORATION: 1st Source Bank Balks at Amended Plan HDGM ADVISORY: Examiner Appointed in Bankruptcy Case HEARTHSIDE GROUP: S&P Assigns 'B' CCR; Outlook Stable HELLAS TELECOM: Notes' Assignee Can't Sue Over Collapse HENRY CO: S&P Affirms 'B' CCR & Revises Outlook to Negative HONK'S INC: Idaho Chain Closes Remaining Five Outlets HOTEL OUTSOURCE: No Longer Owns Any Operations HOVNANIAN ENTERPRISES: Extends Expiration of Consent Solicitation IDEARC INC: 5th Cir. Refuses Rehearing of $9.8BB Suit v. Verizon INFINITY ENERGY: Amends 8-K Report in Response to SEC Comments IRISH BANK: Can Remarket Blackrock Loans After EUR24M Sale Fails ISC8 INC: Files Bankruptcy Petition in California JAMES ROTH: Dist. Judge Won't Disturb Ruling on Plikaytis Claim KANGADIS FOOD: Buyer Class in $261M Row Wins Cert. in Co.'s Ch. 11 LEGEND ENERGY: Parent Puts Business Into Bankruptcy LEHMAN BROTHERS: 2nd Circ. Won't Rehear $4B Barclays Asset Fight LEHMAN BROTHERS: Barclays Pays $15M to Settle SEC Claim LEHMAN BROTHERS: JPMorgan Aims to Kill $8.6 Billion Suit LEHMAN BROTHERS: Sues Mizuho in Swap Dispute LEVEL 3: Disaggregates Network Related Expenses LEO MOTORS: Signs 10-Year License Agreement with TPT MAHALO ENERGY: Suit Against Gallacher Stays in Oklahoma MEDICAL ALARM: Incurs $75,000 Net Loss in Dec. 31 Quarter MERRIMACK PHARMACEUTICALS: Inks License Agreement with Baxter MF GLOBAL: Judge Holds Off Approving Payment to Creditors MISSION NEW ENERGY: Incurs $1.1 Million Net Loss in Fiscal 2014 MOMENTIVE PERFORMANCE: Judge Won't Delay Bankruptcy Plan MONTREAL MAINE: Trustee Investigates Companies Tied to Derailment MORGANS HOTEL: Yucaipa Director Nominee Quits MOSS FAMILY: Disclosure Statement Hearing Moved to Jan. 2015 MOUNTAIN PROVINCE: Joint Venture Welcomes OK of Water License NATIONAL CINEMEDIA: Bank Debt Trades at 4% Off NET ELEMENT: Obtains $11 Million in Financing from Alfa-Bank NEWLAND RESOURCES: Indiana Court Affirms Ruling in Branham Suit NICHOLS CREEK: Voluntary Chapter 11 Case Summary NII HOLDINGS: Avoids Cash Collateral Issues NORTEL NETWORKS: UK Pensioners Call for Equal Allocation NUVILEX INC: Chief Scientific Officer Quits ORECK CORP: MDL Suit v. Royal Appliance Violates Injunction ORECK CORP: Amends Ch. 11 Plan of Liquidation OVERLAND STORAGE: Incurs $22.9 Million Net loss in Fiscal 2014 OSAGE EXPLORATION: Amends 2013 Annual Report to Add Info. PATHEON INC: Bank Debt Trades at 2% Off PEABODY ENERGY: Bank Debt Trades at 2% Off PENSKE AUTOMOTIVE: Moody's Hikes Corporate Family Rating to B2 PETER D. GACHE: SDNY Judge Dismisses Suit Against Hill Realty PHOENIX PAYMENT: Court Approves Sale of Assets to NAB for $50MM PLAZA HEALTHCARE: 19 Nursing Homes Sell for $62 Million PRETTY GIRL: Court Fixes Nov. 19 as Claims Bar Date QUICKSILVER RESOURCES: Moody's Cuts Corp. Family Rating to Caa3 QUICKSILVER RESOURCES: Appoints Strategic Alternatives Officer RADIOSHACK CORP: Standard General in Talks to Ease Cash Crunch RIVERHOUNDS EVENT: Final Plan Hearing Set for Nov. 7 RIVERWALK JACKSONVILLE: Has Exclusive Plan Filing Right Til Oct 25 SAGE AUTOMOTIVE: S&P Assigns 'B' CCR & Rates $150MM Loan 'B' SEARS CANADA: Said to Be Mulling Bankruptcy, Tapped Advisors SEARS HOLDINGS: PYOF to Provide $50 Million in Funding SEARS HOLDINGS: Fairholme Unit Steps Back From Loan SEARS METHODIST: Nursing Facility Gets $6.24 Million Bid SIMPLEXITY LLC: Seeks Extension of Exclusive Plan Filing Period SPRING BRANCH: $10M Suit Against Johnson DeLuca Over Ch. 11 Pared SUPER BUY FURNITURE: Amends Schedules of Assets and Liabilities SUPERVALU INC: Fitch Raises Issuer Default Rating to 'B' S.W.A. LLC: Old Union Turnpike Property to Be Sold Oct. 22 STEPHEN T. YELVERTON: Court Tosses Suit Suit v. Chapter 7 Trustee TALISMAN ENERGY: Fitch Cuts Preferred Stock Rating to 'BB' TEC/GULL CREEK: Sale and Plan Approved TELEXFREE LLC: Creditors Object to Professional Fees TENET HEALTHCARE: Offering $500 Million of Senior Notes THORNBURG MORTGAGE: Judge Narrows $1.9 Billion Suit Against Banks UNITEK GLOBAL: Further Extends Standstill Periods to Oct. 2 USEC INC: Has $6.9MM Additional Funding for ACTDO Deal VIRGIN MEDIA: Bank Debt Trades at 2% Off VISION INDUSTRIES: Chief Financial Officer Quits WALTER ENERGY: Bank Debt Trades at 11% Off WPCS INTERNATIONAL: Q1 Revenue Increased to $6.8 Million YRC WORLDWIDE: Amends Credit Agreement with Credit Suisse * New York Seek Shield for Rent-Control Tenants * Panel Again Questions Sternberg Limits on Stay Violation Fees * Spending Beyond One's Means Isn't Dodging Taxes * Bingham-Morgan Lewis Merger Talks Enter Critical Stage * Holland & Knight Adds New Litigation Partner in Tampa * Large Companies With Insolvent Balance Sheet ********* ACTIVECARE INC: Chief Executive Officer to Quit Next Month ---------------------------------------------------------- David G. Derrick, chief executive officer and chairman of ActiveCare, Inc., informed the Company of his intention to leave the Company effective Oct. 1, 2014, for personal reasons. Mr. Derrick's resignation is not due to any disagreements with the Company or any officer or director of the Company, the Company disclosed in a regulatory filing with the U.S. Securities and Exchange Commission. His responsibilities as chief executive officer will be assumed in the interim by Michael Jones, chief operating officer of the Company, who will also assume the title president. About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., is organized into three business segments based primarily on the nature of the Company's products. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. The Company's business plan is to develop and market products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill, including those who may require a personal assistant to check on them during the day to ensure their safety and well being. ActiveCare incurred a net loss attributable to common stockholders of $25.95 million the year ended Sept. 30, 2013, as compared with a net loss attributable to common stockholders of $12.42 million for the year ended Sept. 30, 2012. As of June 30, 2014, the Company had $9.49 million in total assets, $10.96 million in total liabilities and a $1.46 million total stockholders' deficit. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred recurring losses, has negative cash flows from operating activities, has negative working capital, and has negative total equity. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. AEOLUS PHARMACEUTICALS: Gets Notice of Clinical Hold for AEOL ------------------------------------------------------------- Aeolus Pharmaceuticals, Inc., on Sept. 22, 2014, received notice from the U.S. Food & Drug Administration that the clinical safety study in healthy normal volunteers proposed in its Investigational New Drug Application for AEOL 10150 in the pulmonary effects of Acute Radiation Syndrome has been placed on clinical hold. The Company said it will work with its development partner, the Biomedical Advanced Research and Development Authority, to respond to the FDA notice and provide any additional information requested. This notice will delay BARDA funding for the clinical study and its initiation until the FDA has reviewed the Company's response and removed the clinical hold. This FDA action does not impact the funding or progression of the animal efficacy, manufacturing or other elements of the Company's ongoing development program with BARDA for AEOL 10150 in Lung-ARS under its BARDA contract. About Aeolus Pharmaceuticals Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a Southern California-based biopharmaceutical company leveraging significant government investment to develop a platform of novel compounds in oncology and biodefense. The platform consists of over 200 compounds licensed from Duke University and National Jewish Health. The Company's lead compound, AEOL 10150, is being developed as a medical countermeasure ("MCM") against the pulmonary sub-syndrome of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome" or "Lung-ARS") as well as the gastrointestinal sub-syndrome of acute radiation syndrome ("GI-ARS"). Both syndromes are caused by acute exposure to high levels of radiation due to a radiological or nuclear event. It is also being developed for use as a MCM for exposure to chemical vesicants such as chlorine gas, sulfur mustard gas and nerve agents. Aeolus Pharmaceuticals reported a net loss of $3.20 million on $3.92 million of contract revenue for the fiscal year ended Sept. 30, 2013, as compared with net income of $1.69 million on $7.29 million of contract revenue during the prior fiscal year. As of June 30, 2014, the Company had $4.88 million in total assets, $3.25 million in total liabilities and $1.63 million in total stockholders' equity. Grant Thornton LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred recurring losses and negative cash flows from operations, and management believes the Company does not currently possess sufficient working capital to fund its operations through fiscal 2014. These conditions, along with other matters...raise substantial doubt about the Company's ability to continue as a going concern. AFFYMAX INC: Court Grants Final OK of Derivative Settlement ----------------------------------------------------------- The California Superior Court for the County of Santa Clara granted final approval of the settlement of the consolidated derivative action against certain current and former directors and officers of Affymax, and against Affymax as a nominal defendant In re Affymax, Inc. Derivative Litigation, Lead Case No. 113CV243259. On March 19, 2013, plaintiff Christopher Scott filed a shareholder derivation action, captioned Scott v. Orwin, Case No. 113CV243259, in the Court on behalf of Affymax, alleging breaches of fiduciary duty by the Individual Defendants relating to their alleged misrepresentation of the safety and efficacy, among other things, of the Company's only product, OMONTYS(R) (peginesatide) Injection ("OMONTYS"). Specifically, Plaintiff Scott alleged that the Individual Defendants, inter alia: (i) disregarded red flags alerting them of hypersensitivity (or allergic) reaction experienced by patients using OMONTYS during the drug's Phase 3 clinical trials; (ii) failed to implement additional testing to develop a better understanding of the issues and determine the root cause of the reaction; and (iii) failed to disclose the full extent of the safety issues associated with using OMONTYS and instead consistently touted the Company's business prospects in order to drive up the stock price of Affymax. On April 2, 2013, plaintiff Michael Markland filed a shareholder derivation action, captioned Markland v. Orwin, Case No. 113CV243962, in the Court, alleging substantively similar wrongdoings as the Scott Action. Counsel for the Settling Parties engaged in arm's-length negotiations concerning the terms and conditions of a potential resolution of the Action, including a mediation before the Honorable Layn R. Phillips (Ret.). After arm's-length negotiations with the assistance and involvement of the Mediator, the Settling Parties were able to reach an agreement-in-principle to resolve the Action. Following the mediation and negotiations, counsel for the Settling Parties reached an agreement providing for the settlement of the Action as documented by the Stipulation. As a result of these negotiations, and in recognition of the substantial benefits conferred upon Affymax as a direct result of the prosecution and Settlement of the Action, and as subject to Court approval, Affymax or its insurers will pay, or cause to be paid, to Plaintiffs' Counsel the agreed-to amount of $375,000. The Court had granted preliminary approval of the settlement on July 11, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. Meanwhile, Affymax commenced a special meeting of stockholders to approve a plan of liquidation and dissolution, and a related proposal. The Special Meeting was adjourned due to lack of quorum, with approximately 33.68% of the shares eligible to vote at the Special Meeting present in person or by proxy. About Affymax Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based in Palo Alto, California. In March 2012, the U.S. Food and Drug Administration approved the Company's first and only product, OMONTYS(R) (peginesatide) Injection for the treatment of anemia due to chronic kidney disease in adult patients on dialysis. OMONTYS is a synthetic, peptide-based erythropoiesis stimulating agent, or ESA, designed to stimulate production of red blood cells and has been the only once-monthly ESA available to the adult dialysis patient population in the U.S. The Company co- commercialized OMONTYS with its collaboration partner, Takeda Pharmaceutical Company Limited, or Takeda during 2012 until February 2013, when the Company and Takeda announced a nationwide voluntary recall of OMONTYS as a result of safety concerns. Bankruptcy Warning The Company said in the Quarterly Report for the period ended March 31, 2014, "Because we have not made an irrevocable decision to liquidate, the accompanying condensed financial statements have been prepared under the assumption of a going concern basis that contemplates the realization of assets and liabilities in the ordinary course of business. Operating losses have been incurred each year since inception, resulting in an accumulated deficit of $559.5 million as of March 31, 2014. Nearly all of our revenues to date have come from our collaboration with Takeda. As a result of the February 23, 2013 nationwide voluntary recall of OMONTYS and the suspension of all marketing activities, there is significant uncertainty as to whether we will have sufficient existing cash to fund our operations for the next 12 months. Given our limited resources, there is no assurance that we will be able to reduce our operating expenses enough to meet our existing and future obligations and conduct ongoing operations. If we do not have sufficient funds to continue operations, we could be required to liquidate our assets, seek bankruptcy protection or other alternatives. Any failure to dispel any continuing doubts about our ability to continue as a going concern could adversely affect our ability to enter into collaborative relationships with business partners. These matters raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty." Affymax reported a net loss of $14.42 million in 2013 following a net loss of $93.41 million in 2012. As of June 30, 2014, the Company had $5.38 million in total assets, $214,000 in total liabilities, all current, and $5.17 million in total stockholders' equity. Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that there is significant uncertainty as to whether the Company will have sufficient financial resources to fund its operations for the next 12 months. This condition raises substantial doubt about the Company's ability to continue as a going concern. ALLIED IRISH: Director Thomas Wacker to Retire ---------------------------------------------- Allied Irish Banks, p.l.c., announced that Mr. Thomas Wacker, non- executive director, has notified the Board of his intention to retire from the Board following completion of his three year term on Oct. 12, 2014. Chairman, David Hodgkinson thanked Tom for his contribution to the Board stating, "Tom joined the AIB Board in 2011 at a time when the Board and the Company were going through significant change and addressing a range of significant challenges. I thank Tom for his commitment and contribution during this time and I wish him well for the future." About Allied Irish Banks Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. Allied Irish Banks reported a loss of EUR1.59 billion on EUR1.34 billion of net interest income for the year ended Dec. 31, 2013, as compared with a loss of EUR3.55 billion on EUR1.10 billion of net interest income in 2012. At Dec. 31, 2013, the Company had EUR117.73 billion in total assets, EUR107.24 billion in total liabilities and EUR10.49 billion in total shareholders' equity. ALLY FINANCIAL: To Sell $1 Billion Senior Notes ----------------------------------------------- Ally Financial Inc. is offering $300,000,000 3.250% senior notes due 2017 at an issue price of 99.646%, according to a regulatory filing with the U.S. Securities and Exchange Commission. Interest on the Notes are due semi-annually, in arrears on March 29 and September 29 of each year, until maturity, commencing March 29, 2015. The Company is also offering $700,000,000 of 5.125% senior notes due 2024 at an issue price of 98.085%. Interest on the Notes are due semi-annually, in arrears on March 30 and September 30 of each year, until maturity, commencing March 30, 2015. Joint Book-Running Managers: Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Goldman, Sachs & Co. Morgan Stanley & Co. LLC Co-Managers: Lloyds Securities Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC U.S. Bancorp Investments, Inc. Blaylock Beal Van, LLC Drexel Hamilton, LLC Mischler Financial Group, Inc. Toussaint Capital Partners, LLC A full-text copy of the free writing prospectus is available for free at http://is.gd/QK2lly About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. The Company's balance sheet at June 30, 2014, showed $149.93 billion in total assets, $135.05 billion in total liabilities and $14.87 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the Ba3 corporate family and B1 senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ANTARAMIAN PROPERTIES: Gets Emergency Financing ----------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Antaramian Properties LLC, the owner and developer of portions of a condominium, marina, and hotel project known as Naples Bay Resort, received a postpetition financing offer from EFO Financial Group LLC to be made available in three installments. According to the report, $995,000 of the financing will be extended as an emergency advance, while $1.5 million will be extended in an interim advance. The final advance will be about $3.5 million so that the financing will total $6.25 million. Antaramian Properties, LLC, sought bankruptcy protection on Aug. 29, 2014 (Case No. 14-10145, Bankr. M.D. Fla.). The case is assigned to Judge Caryl E. Delano. The Debtors are represented by David S Jennis, Esq., at Jennis & Bowen PL, in Tampa, Florida. API TECHNOLOGIES: Posts $600,000 Net Loss in Fiscal 3rd Quarter --------------------------------------------------------------- API Technologies Corp. reported a net loss of $634,000 on $56.92 million of net revenue for the three months ended Aug. 31, 2014, compared to net income of $6.96 million on $62.63 million of net revenue for the same period in 2013. For the nine months ended Aug. 31, 2014, the Company reported a net loss of $17.74 million on $169.01 million of net revenue compared to net income of $15,000 on $185.16 million of net revenue for the same period a year ago. The Company's balance sheet at Aug. 31, 2014, showed $288.65 million in total assets, $175.53 million in total liabilities and $113.12 million in shareholders' equity. "I am pleased with our third quarter performance, highlighted by 7 percent quarter-over-quarter revenue growth and our highest Adjusted EBITDA percentage in 8 quarters," said Bel Lazar, president and chief executive officer of API Technologies, "Our commitment to innovation and product execution has resulted in one of the industry's leading portfolios of RF/microwave and advanced technology products, which customers continue to embrace." A copy of the press release is available for free at: http://is.gd/AkeK5c About API Technologies API Technologies designs, develops and manufactures electronic systems, subsystems, RF and secure solutions for technically demanding defense, aerospace and commercial applications. API Technologies' customers include many leading Fortune 500 companies. API Technologies trades on the NASDAQ under the symbol ATNY. For further information, please visit the Company Web site at www.apitech.com. For the 12 months ended Nov. 30, 2013, the Company incurred a net loss of $7.22 million on $244.30 million of net revenue as compared with a net loss of $148.70 million on $242.38 million of net revenue for the 12 months ended Nov. 30, 2012. * * * As reported by the TCR on Feb. 14, 2013, Moody's Investors Service has withdrawn all ratings of API Technologies Corp., including its Caa1 Corporate Family Rating and negative outlook due to the repayment of all rated debt. On Feb. 6, 2013, API Technologies Corp. completed a refinancing of its previously outstanding rated bank debt. All ratings of API have been withdrawn since the company has no rated debt outstanding. In the Feb. 22, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on API Technologies Corp. to 'B-' from 'B'. "The downgrade reflects weaker-than-expected credit metrics resulting from less-than-expected improvements in operating performance and higher debt, including a modest increase from the recent refinancing," said Standard & Poor's credit analyst Chris Mooney. ASBURY AUTOMOTIVE: Moody's Hikes Corporate Family Rating to Ba2 --------------------------------------------------------------- Moody's Investors Service upgraded all ratings of Asbury Automotive, Inc., including the Corporate Family rating, which was upgrade to Ba2 from Ba3, and continued the stable outlook. "The upgrades recognize the vast improvement in Asbury's credit metrics during 2014, with both debt/EBITDA and EBITA/interest crossing the thresholds Moody's had previously set for an upgrade," stated Moody's Vice President Charlie O'Shea. "The company is benefitting from a frothy environment across all segments of its business, and it continues to manage its cost structure such that operating margins are improving." Upgrades: Issuer: Asbury Automotive Group, Inc. Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Corporate Family Rating, Upgraded to Ba2 from Ba3 Senior Subordinated Regular Bond/Debenture, Upgraded to B1 (LGD5) from B2 (LGD5) Outlook Actions: Outlook, Remains Stable Ratings Rationale The Ba2 Corporate Family Rating considers Asbury's quantitative credit profile, which has some investment grade characteristics, with debt/EBITDA of 3.2 times and EBITA/interest of 4.7 times at the June 2014 LTM. The rating also recognizes Asbury's market and competitive positions, which Moody's believe despite its small size compared to its rated US peers, are actually formidable in the markets in which it chooses to operate, as well as its favorable brand mix, with over 80% of new vehicle sales coming from luxury and import brands, and its operating profit trend away from new vehicle sales. Asbury's business model, with solid parts and service and finance and insurance segments, reduces reliance on new car sales, and it is successfully enhancing the efficiency of its used car business. Ratings also consider Asbury's ample liquidity resulting from its favorable debt maturity profile. The stable outlook reflects Moody's expectation that Asbury will continue to manage itself with sufficient discipline around operating costs such that its present quantitative profile is largely continued. Ratings could be upgraded if credit metrics further improve such that debt/EBITDA was maintained around 3times for an extended period and EBITA/interest was sustained above 5 times. Ratings could be downgraded if debt/EBITDA approached 4.25 times or if EBITA/interest fell below 2.75 times. The principal methodology used in this rating was the Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Asbury Automotive, headquartered in Duluth, GA, is a leading auto retailer with 102 franchises, and annual revenues of approximately $5.5 billion. ASSOCIATED WHOLESALERS: Creditors Get Time to Study Possible Sale ----------------------------------------------------------------- Law360 reported that a Delaware bankruptcy judge postponed a hearing on Associated Wholesalers Inc.'s sale plan, which could be worth up to $170 million and was hit with objections over the stalking horse bidder's breakup fee, granting a request by unsecured creditors who feared the case was moving too quickly. According to the report, counsel for the debtor objected to the newly formed official committee of unsecured creditors' request to put off the hearing to consider AWI's proposed bid procedures but U.S. Bankruptcy Judge Kevin J. Carey sided with the unsecured creditors on the issue. About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. services 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, which owns distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid- Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI has 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates sought Chapter 11 bankruptcy protection on Sept. 9, 2014, to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems, the claims agent, maintains the Web site http://dm.epiq11.com/awi ATHERTON FINANCIAL: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Atherton Financial Building LLC filed with the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $15,000,000 B. Personal Property $1,961 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $9,754,330 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $251,942 ----------- ----------- TOTAL $15,001,961 $10,006,272 Atherton Financial Building LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 14-27223) in Los Angeles, on Sept. 9, 2014. Benjamin Kirk signed the petition as managing member of manager of Sunshine Valley LLC. The Company estimated $10 million to $50 million in assets and debt. The case is assigned to Judge Thomas B. Donovan. The Debtor has tapped David B Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, as counsel. AXESSTEL INC: Acquires Flexcomm Limited --------------------------------------- Axesstel has acquired Flexcomm Limited of Hong Kong in a stock for stock acquisition . Flexcomm Limited's operating subsidiaries include Flexcomm Technology (Shenzhen) Ltd., a designer and manufacturer of network security devices based in Shenzhen, China, and PT Scan Nusantara, a provider of network security services based in Jakarta, Indonesia. "The Flexcomm acquisition accomplishes several of our immediate strategic objectives," said Pat Gray, chief executive officer of Axesstel. "Flexcomm extends our product offerings into additional network communication and security devices. The PT Scan business takes us into network security management on a recurring revenue business model. Finally, the combination provides a platform to take our Home Alert products into Asia, and to access new business opportunities in the rapidly developing Southeast Asia region." Flexcomm Limited, founded in 2004, is a provider of wired and wireless routers, modems and other devices for Network Communication, Network Multimedia and Consumer Multimedia products and solutions. Flexcomm Limited, together with Flexcomm Shenzhen, employs a team of mechanical, hardware and software engineers in Shenzhen, China. For the past two years, Flexcomm Limited's largest selling product has been a network security appliance that has been sold to distributors and value added resellers in Europe and Asia. Flexcomm Limited owns 85% of PT Scan Nusantara, also founded in 2004, which is engaged in the business of providing network security services, primarily to commercial banks and government agencies in Indonesia. PT Scan operates a network security center which monitors network activity for its customers 24 hours a day, seven days a week. The security monitoring business is based on long term contracts which typically provide for multi-year terms with quarterly payments made in advance. PT Scan is also branching into offering systems integration and managed services for telecommunications providers for the rapidly growing telecommunications market in Indonesia and other Southeast Asian countries. Flexcomm Limited was founded by Dato' Michael Loh Soon Gnee. Dato' Loh has had a distinguished career in the semiconductor industry with more than 34 years of experience in wafer fabrication, research and development and assembly, testing and distribution of semiconductor products. Dato' Loh is currently the Executive Chairman and Chief Executive Officer of: ASTI Holdings Limited (SGX:AITH.SI), a publicly-traded company engaged in the business of researching, designing, developing and manufacturing semiconductor equipment; Advanced Systems Automation Limited (SGX:ASDA.SI), a publicly-traded provider of automated semiconductor backend process equipment and precision engineering manufacturing services; Dragon Group International (SGX:DRGN.SI), a publicly-traded investment holding company; Chief Executive Officer of Eoplex, Inc., a Silicon Valley HVPFTM Print-Forming process technology company; and Dragon Technology Distribution Pte. Ltd., a pan-Asia company with operating subsidiaries engaged in the electronic components distribution business. In connection with this transaction, Dato' Loh has become Axesstel's largest stockholder and was appointed to Axesstel's Board of Directors. "This transaction is a good match for both companies," said Dato' Michael Loh. "The combined company has core competencies in key product and service areas for network communications and security. With operating bases in the United States, China and Indonesia, we have access to key markets for talent, financial resources, manufacturing and service. We believe that we are particularly well positioned to access the markets in the Southeast Asia region, where we expect to see strong demand for computing and communications for several years." Concurrently with the Flexcomm Limited acquisition, Axesstel secured an additional $1.2 million equity financing with Dato' Loh. Pursuant to the terms of a Subscription Agreement, Axesstel sold 6.0 million shares of its common stock to Dato' Loh for an aggregate purchase price of $1.2 million, or $0.20 per share. Axesstel has agreed to use a portion of the proceeds from the financing to provide working capital to PT Scan Nusantara to support the development of its business. In connection with the acquisition, Axesstel issued an aggregate of 25.0 million shares of its common stock to the former Flexcomm Limited stockholders. Axesstel has filed a current report on Form 8-K with respect to the Stock Purchase Agreement and the Subscription Agreement. Additional information about the terms of the acquisition, including details of a potential earn out payment and additional agreements between the parties can be found at: http://is.gd/rCLgda About Axesstel Axesstel Inc., based in San Diego, Calif., develops fixed wireless voice and broadband access solutions for the worldwide telecommunications market. The Company's product portfolio includes fixed wireless phones, wire-line replacement terminals, and 3G and 4G broadband gateway devices used to access voice calling and high-speed data services. Axesstel disclosed net income of $4.31 million for the year ended Dec. 31, 2012, as compared with net income of $1.09 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $9.23 million in total assets, $23.33 million in total liabilities and a $14.10 million total stockholders' deficit. BALL FOUR: Court Rejects Appeal to Gentrys' Chapter 11 Plan ----------------------------------------------------------- Colorado District Judge Robert E. Blackburn tossed an appeal filed by creditor 2011-SIP-1 CRE/CADC Venture, LLC concerning its objections to the Chapter 11 plan of the debtors, Larry and Susan Gentry, and to the confirmation of that plan. The Gentrys are the sole shareholders, officers, and directors of Ball Four, Inc. In 2010, Ball Four sought bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. In 2011, the Gentrys sought bankruptcy protection under Chapter 11. The issues raised by SIP on appeal concern its treatment under the Chapter 11 plan of the Gentrys and the relationship of the Gentry plan to the Chapter 11 plan of Ball Four. Ball Four operates a sports complex. Judge Blackburn said the bankruptcy court properly interpreted the relevant provisions of the guaranties executed by the Gentrys concerning the Ball Four debt. Given the terms of the guaranties and the facts of this case, the liability of the Gentrys under the guaranties is limited to the obligation owed to SIP by Ball Four under the Ball Four plan. The Gentry plan does not violate the absolute priority rule. The conclusion of the bankruptcy court that the Gentry plan is feasible was not clearly erroneous. A copy of Judge Blackburn's Sept. 23 Order is available at http://is.gd/BRNrswfrom Leagle.com. About Ball Four Ball Four, Inc., has a 16.93-acre property located at 2101 W. 64th Ave. in Adams County, Arvada, Colorado. The site has a slow pitch softball facility and an indoor-soccer facility. Simulcast wagering on dog and horse racing from tracks in the United States is also operated at the site pursuant to a license obtained from Mile High Racing in Commerce City. Ball Four first sought Chapter 11 protection after it was discovered in 1989 that a small portion of Ball Four's property was contaminated. Ball Four later sought confirmation of a Chapter 11 plan, and an investigation found Ball Four's property to be free of contaminants. Ball Four completed its indoor soccer facility and another building at its property in 2007 following a $1.9 million loan from FirsTier Bank. In November 2009, Ball Four was unable to make the interest payment due on the note to FirsTier. FirsTier commenced a foreclosure proceeding which led to the Debtor filing for Chapter 11 protection in 2010. Ball Four, Inc., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 10-33952) on Sept. 21, 2010. William A. Richey, Esq., at Weinman & Associates, P.C., serves as the Debtor's bankruptcy counsel. The Debtor disclosed $16,220,990 in assets and $3,483,420 in liabilities as of the Chapter 11 filing. Ball Four's Chapter 11 plan was confirmed by the bankruptcy court on August 29, 2011. BELLE CREEK: S&P Lowers GO Bonds Rating to 'BB+'; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating on Belle Creek Metropolitan District No. 1, Colo.'s general obligation (GO) bonds to 'BB+' from 'BBB-'. The outlook is stable. "We base the downgrade on the negative trend in the district's operations in the past six years, with a budgeted deficit in fiscal 2014 that brings reserves below what we consider an adequate level," said Standard & Poor's credit analyst Michael Stock. The rating reflects what S&P views as Belle Creek Metropolitan District's: -- Low total available assigned and unassigned general fund reserves equaling 14% of expenditures at the end of fiscal 2013, which S&P considers small on a nominal basis at $71,000; -- Six consecutive years of negative operations, with a budgeted seventh year; and -- High total mill levy that S&P expects to equal approximately 160 mills in parts of the district. These weaknesses are partially offset by the district's participation in the large and economically diverse Denver consolidated metropolitan statistical area and the district's projected recent increases in assessed value (AV). The bonds are general obligations of the district and are secured by an unlimited ad valorem property tax pledge to be levied on all taxable property within the district. The stable outlook reflects S&P's view of the district's AV increases fiscal years 2013 and 2014 and projected increase in 2015. These increases, coupled with management's expectations to finish fiscal 2014 with better-than-budgeted operations, the district's participation in the large and economically diverse Denver consolidated metropolitan statistical area, and the district's moderately diverse taxpayer base provide additional credit stability to the outlook. However, S&P views the district's sixth consecutive year of negative operations in fiscal 2013 and another budgeted deficit in fiscal 2014, resulting in a projected very low general fund balance, as a credit weakness. Should the district continue on this negative trend and should revenues decline significantly, stressing the district's ability to make debt service payments, S&P could consider lowering the rating further. S&P does not expect to raise the rating over the two-year outlook horizon. BELLE PROPERTY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Belle Property Management LLC 102 Goucher Terrace Gaithersburg, MD 20877 Case No.: 14-25021 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: September 28, 2014 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Wendelin I. Lipp Debtor's Counsel: Ronald J Drescher, Esq. DRESCHER & ASSOCIATES 4 Reservoir Circle, Suite 107 Baltimore, MD 21208 Tel: (410)484-9000 Email: ecfdrescherlaw@gmail.com rondrescher@drescherlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Irving Huang, member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb14-25021.pdf BUFFALO PARK: Court Confirms Owners' Ch. 11 Plan ------------------------------------------------ Judge Howard R. Tallman of the U.S. Bankruptcy Court for the District of Colorado, on Sept. 24, 2014, signed an order confirming the amended plan of reorganization filed by Ronald P. Lewis and Carol J. Lewis, after determining that the Plan meets the requirements of Sections 1122 and 1123 of the Bankruptcy Code. Judge Tallman overruled objections to the Plan to the extent the objections were not resolved or withdrawn prior to the confirmation hearing. To resolve the objections, the Debtors filed an amended plan on Sept. 22, a full-text copy of which is available at http://bankrupt.com/misc/BUFFALOPARKplan0922.pdf Under the Amended Plan, with respect to Class 12 -- Allowed Secured Claim held by JPMorgan Chase Bank, N.A. -- the Debtors agreed to pay, over a period of 60 months, to the Class 12 claimant any postpetition advances for real property taxes paid by the Class 12 claimant. About Buffalo Park & Lewises Buffalo Park Development Properties, Inc., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013. Ronald P. Lewis signed the petition as owner and CEO. Buffalo Park disclosed $20,777,601 assets and $11,294,567 liabilities in its schedules. Robert Padjen, Esq., at Laufer and Padjen LLC serves as counsel to Buffalo Park. Judge Elizabeth E. Brown presides over the case. Formed in 1964, Buffalo Park is a real estate development, construction, management and sales business. It has developed and sold numerous subdivisions and currently has several land developments in progress. Buffalo Park owns and operates community water companies that require a licensed water works operator and owns a commercial business center. Owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis -- filed for protection under Chapter 11 of the Bankruptcy Code on March 21, 2012. The Lewises have been investing in, developing and managing real property for more than 60 years. Aside from Buffalo Park, the Lewises have interests in Evergreen Memorial Park, Inc., Elf Creek Properties, LLC, and Mountain Land Construction, Co. The Lewises are represented by attorneys at Kutner Brinen Garber P.C. The Bankruptcy Court granted joint administration of the two estates on July 18, 2013. On Aug. 30, 2013, the Lewises and Buffalo Park filed a Joint Plan of Reorganization. Buffalo Park was unable to reach agreements with its primary secured lenders CCB and Mutual of Omaha, and has determined not to proceed with a reorganization Plan. Rather, Buffalo Park is proceeding with a sale of its water companies pursuant to 11 U.S.C. Sec. 363 and has agreed to relief from stay as to Mutual and possibly CCB. BROADWAY FINANCIAL: Ruth McCloud Named Retail Banking Head ---------------------------------------------------------- Broadway Financial Corporation, parent company of Broadway Federal Bank, f.s.b., announced that Ruth McCloud has joined the Company and the Bank as senior vice president, chief retail banking officer. Wayne-Kent Bradshaw, president and chief executive officer, said, "We are pleased to report that Ruth McCloud has joined the senior management team of both the Company and the Bank to help grow our retail operations, deposit base and client relationships. She has an outstanding track record of success and a wealth of experience that will complement the expertise of the other members of the team. I am confident that she will further develop our culture of great service throughout our branches, thereby strengthening our existing relationships and expanding our customer base." Ms. McCloud has extensive experience within the commercial banking industry. Prior to joining the Bank, she served as senior vice president/retail division officer at OneWest Bank since April 2011 where she was responsible for managing and growing all facets of operating the organization's 75 retail branch offices. During her tenure her accomplishments included integrating the retail operations of three different banks onto a single, new, common operating platform. Previously, Ms. McCloud served in various positions at First Federal Bank of California for over 35 years, including most recently as senior vice president/division service manager from October 2005 to April 2011 where she was responsible for management, administration and operational performance of the bank's retail branches. As part of her responsibilities, she developed and implemented strategies for improving client service and expanding the branch network. About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is regulated by the Board of Governors of the Federal Reserve System. The Bank is regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Broadway Financial reported a loss allocable to common stockholders of $1.08 million in 2013, a loss allocable to common stockholders of $693,000 in 2012 and a net loss available to common shareholders of $15.36 million in 2011. The Company's balance sheet at March 31, 2014, the Company had $335.07 million in total assets, $308.51 million in total liabilities and $26.56 million in total stockholders' equity. CABLEVISION SYSTEMS: Bank Debt Trades at 3% Off ----------------------------------------------- Participations in a syndicated loan under which Cablevision Systems Corp is a borrower traded in the secondary market at 97.43 cents-on-the-dollar during the week ended Friday, September 26, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.38 percentage points from the previous week, The Journal relates. Cablevision Systems Corp pays 250 basis points above LIBOR to borrow under the facility. The bank loan matures on April 9, 2020. The bank debt carries Moody's Baa3 rating and Standard & Poor's BBB- rating. The loan is one of the biggest gainers and losers among 255 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. CAESARS ENTERTAINMENT: Inks Confidentiality Deals With Banks ------------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Caesars Entertainment Corp. is signing confidentiality agreements with bank lenders on a possible debt restructuring. According to the report, the casino operator is in discussions with two top-tier groups of secured creditors, after holding talks with first-lien bondholders. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. Caesars Entertainment reported a net loss of $2.93 billion in 2013, as compared with a net loss of $1.50 billion in 2012. As of June 30, 2014, the Company had $27.06 billion in total assets, $29.64 billion in total liabilities and a $2.57 billion total deficit. * * * As reported by the TCR on April 9, 2013, Moody's Investors Service downgraded Caesars Entertainment Corporation's Corporate Family Rating to Caa2. "The downgrade of Caesars' ratings considers that its same store EBITDA growth in 2012-2013 has failed to materialize to any significant degree, and so Caesars' credit metrics have deteriorated and its free cash flow deficit will be higher than Moody's previous expectations," stated Moody's analyst Peggy Holloway. In the April 10, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiaries, Caesars Entertainment Operating Co. (CEOC) and Caesars Entertainment Resort Properties (CERP), as well as the indirectly majority-owned Chester Downs and Marina, to 'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that Caesars' capital structure is unsustainable, and the amount of cash the company will burn in 2014 and 2015 creates conditions under which S&P believes a restructuring of some form is increasingly likely over the near term absent an unanticipated significantly favorable change in operating performance. As reported by the TCR on May 1, 2014, Fitch Ratings had downgraded the Issuer Default Ratings (IDRs) of Caesars Entertainment Corp (CEC) and Caesars Entertainment Operating Company (CEOC) to 'CC' from 'CCC'. CAESARS ENTERTAINMENT: 2021 Bank Debt Trades at 5% Off ------------------------------------------------------ Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 95.29 cents-on-the-dollar during the week ended Friday, September 26, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.44 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: 2020 Bank Debt Trades at 4% Off ------------------------------------------------------ Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 96.30 cents-on-the-dollar during the week ended Friday, September 26, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.67 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 600 basis points above LIBOR to borrow under the facility. The bank loan matures on Sept. 24, 2020, and carries Moody's B2 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. CASELLA WASTE: S&P Retains B- Corp. Credit Rating; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services placed its issue rating on Rutland, Vt.-based Casella Waste Systems Inc.'s $5.5 million senior secured revenue bond issued by the Business Finance Authority of the State of New Hampshire (BFANH) on CreditWatch with negative implications. S&P's 'B-' corporate credit rating on the company, and all other ratings, remains unchanged. The outlook is stable. Casella recently announced its intent to offer $11 million of BFANH solid waste disposal revenue bonds due April 1, 2029. Part of this transaction involves the conversion and remarketing of $5.5 million in principal of existing bonds originally issued in 2013, which are currently supported by a letter of credit under Casella's senior secured credit facility and are rated 'A/A-1'. S&P believes it is likely that following the remarketing, the bonds may be unsecured and no longer backed by a letter of credit. The company has indicated that the bonds will be supported by a guaranty by substantially all of the company's subsidiaries. S&P plans to conduct its recovery analysis on Casella's debt and will resolve the CreditWatch on the revenue bonds upon the closing of the transaction. RATINGS LIST Ratings Unchanged Casella Waste Systems Inc. Corporate credit rating B-/Stable/-- Ratings Placed On CreditWatch Negative To From New Hampshire Bus Fin Auth Secured $5.5 mil revenue bond* A/Watch Neg/A-1 A/A-1 * Casella Waste Systems Inc. is the obligor. CASPIAN SERVICES: Extends Baiseitov Note Maturity to 2015 --------------------------------------------------------- Caspian Services, Inc., and Baiseitov areed to amend the Non- Negotiable Note and the Consolidated Note held by Baiseitov to extend the maturity date of each Note from Sept. 30, 2014, to June 30, 2015, to allow the parties additional time to investigate the possibility of restructuring the Company's debt obligations, according to a regulatory filing with the U.S. Securities and Exchange Commission. As of the quarter ended June 30, 2014, the aggregate amount owed by the Company to Baiseitov pursuant to the two Notes was approximately $42,724,000. The Non-Negotiable Note is convertible to common stock of the Company at a price of $0.12 per share. The Consolidated Note is convertible to common stock of the Company at a price of $0.10 per share. About Caspian Services Headquartered in Salt Lake City, Caspian Services, Inc., was incorporated under the laws of the state of Nevada on July 14, 1998. Since February 2002 the Company has concentrated its business efforts to provide diversified oilfield services to the oil and gas industry in western Kazakhstan and the Caspian Sea, including providing a fleet of vessels, onshore, transition zone and marine seismic data acquisition and processing services and a marine supply and support base in the port of Bautino, in Bautino Bay, Kazakhstan. Caspian Services incurred a net loss of $11.82 million on $33.08 million of total revenues for the year ended Sept. 30, 2013, as compared with a net loss of $15.95 million on $24.74 million of total revenues during the prior fiscal year. As of June 30, 2014, the Company had $65.68 million in total assets, $93.76 million in total liabilities and a $28.07 million total deficit. Haynie & Company, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that a Company creditor has indicated that it believes the Company may be in violation of certain covenants of certain substantial financing agreements. The financing agreements have acceleration right features that, in the event of default, allow for the loan and accrued interest to become immediately due and payable. As a result of this uncertainty, the Company has included the note payable and all accrued interest as current liabilities at Sept. 30, 2013. At Sept. 30, 2013, the Company had negative working capital of approximately $66,631,000. Uncertainty as to the outcome of these factors raises substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning To help the Company meet its additional funding obligations to construct the marine base, in 2008 the Company entered into two facility agreements pursuant to which the Company received debt funding of $30,000. In June and July 2011, Mr. Bakhytbek Baiseitov (the "Investor") acquired the two facility agreements. In September 2011 the Company issued the Investor two secured promissory notes, a Secured Non-Negotiable Promissory Note in the principal amount of $10,800 and a Secured Convertible Consolidated Promissory Note in the principal amount of $24,446 in connection with restructuring the facility agreements. During December 2012 the Company, the European Bank for Reconstruction and Development and the Investor outlined the terms of a potential restructuring of the Company's financial obligations to EBRD and the Investor in a non-binding term sheet. Throughout the fiscal year the parties have worked to negotiate definitive agreements pursuant to the terms set out in the Term Sheet. Subsequent to the fiscal year end, negotiations between EBRD, the Investor and the Company to restructure the Company's financial obligations pursuant to the terms of the Term Sheet stalled and have been discontinued. However, the Company has engaged in new discussions with EBRD regarding a possible restructuring of its financial obligations to EBRD. According to the Company's 2013 Annual Report, "Should EBRD or the Investor determine to accelerate the Company's repayment obligations to them, the Company currently has insufficient funds to repay its obligations to EBRD or the Investor, individually or collectively, and would be forced to seek other sources of funds to satisfy these obligations. Given the Company's current and near-term anticipated operating results, the difficult credit and equity markets and the Company's current financial condition, the Company believes it would be very difficult to obtain new funding to satisfy these obligations. If the Company is unable to obtain funding to meet these obligations EBRD or the Investor could seek any legal remedies available to them to obtain repayment, including forcing the Company into bankruptcy, or in the case of the EBRD loan, which is collateralized by the assets, including the marine base, and bank accounts of Balykshi and CRE, foreclosure by EBRD on such assets and bank accounts. The Company has also agreed to collateralize the Investor's Notes with non- marine base related assets." CHRYSLER LLC: JPMorgan Demands $35M in Refunds for First-Liens -------------------------------------------------------------- Law360 reported that JPMorgan Chase Bank NA asked a New York bankruptcy court to force Chrysler's old bankruptcy trustee to pay out $35 million in 2009 tax refunds, saying the money is fair game as proceeds from the few assets that Fiat SpA didn't purchase in the bankruptcy. According to the report, JPMorgan said the 2009 tax refunds are the proceeds of prepetition general intangibles that had been pledged as first-lien collateral. About Chrysler 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. COASTLINE INVESTMENT: Seeks Case Dismissal After Sale of Hotels --------------------------------------------------------------- The Debtors, Coastline Investments and Diamond Waterfalls, seek dismissal of their Chapter 11 cases after the Court authorized the sale of their properties and that transaction closed. The Debtors submitted their memorandum on September 12, 2014 for the dismissal of the cases. The Debtors owned the Hilltop Hotel and Diamond Hotel in Pomona, California. At a hearing held on August 7, 2014, the Court authorized the sale of both hotels for the aggregate purchase price of $19.5 million. On August 29, 2014, the sale closed and all secured claims and tax claim have been satisfied. In view of this, Coastline's remaining claims total $157,490.29, and Diamond's remaining claims total $88,273.23. The claims, however, exclude the Debtors' counsel's attorneys' fees and costs, which are estimated to be $100,000. The Debtors also seek Court authority to pay all estate claims in full and dismiss the case. Hearing on the Debtors' request is set for September 30, 2014 at courtroom 1645, 255 E Temple St., Los Angeles, CA 90012. Coastline Investments and Diamond Waterfalls are represented by: David B. Golubchik, Esq. J.P. Fritz, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: DBG@LNBYB.com JPF@LNBYB.COM About Coastline and Diamond Coastline Investments, doing business as Hilltop Suites Hotel, and Diamond Waterfalls LLC, doing business as Diamond Bar Inn & Suites, filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Case No. 14-13028 and 14-13030) in Los Angeles on Feb. 18, 2014. The cases are jointly administered under Lead Case No. 14-30328. Coastline Investments is the owner of a hotel located at the top of a prominent hill with sweeping views in Pamona, California. The Hilltop Hotel consists of 130 suites located on three acres of hilltop property by Interstates 10 and 57, Cal-Poly Tech University, and the Los Angeles County fairgrounds, Fairplex. The Hilltop Hotel has three hotel floors along with two levels of parking and features and outdoor pool, spa, exercise fitness center, sauna, steam room and a full service restaurant, lounge, meeting spaces and a banquet ballroom to accommodate 300 guests. Diamond is the owner of a 161-room hotel located in Pomona, California. The Diamond Hotel is a full-service hotel, which includes a business center, meeting facilities, pool, spa, fitness center, steam, sauna and offices. Debtor Coastline Investments disclosed $12,002,061 in asset and $8,164,554 in liabilities as of the Chapter 11 filing. The Debtors acquired both of the hotels through voluntary Chapter 11 bankruptcy court 11 U.S.C. Sec. 363 sales in February 2012. The Hilltop Hotel was acquired from Shilo Inn, Pamona Hilltop, LLC (Case No. 11-26270) and the Diamond Hotel was acquired from Shilo Inn, Diamond Bar LLC (Case No. 10-60884). The Debtors sought bankruptcy protection after the receiver appointed for the hotels scheduled a trustee sale for both hotels. The receiver was appointed at the behest of the investor group which provided a secured loan of $2,500,000, which the Debtors defaulted. The Debtors also have loans from First General Bank each in the amount of $5,250,000. Shin-Chung Liu is the 100% membership owner and managing member of both of the Debtors. The Debtors' affairs are managed by Liberty Capital Management Corporation. Judge Richard M. Neiter has been assigned to the cases. The Debtors are represented by David B. Golubchick, and J.P. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los Angeles, California. No committee of unsecured creditors was appointed in the case. As reported by the Troubled Company Reporter on Sept. 9, 2014, the Bankruptcy Court identified the $19.5 million bid of SCG America Group or its assignees as the successful bidder for the purchase of both hotels of the Debtors. COMMUNITY ACADEMY: S&P Lowers Rating on 2007 Rev. Bonds to 'B-' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating on D.C.'s series 2007 tax-exempt fixed-rate revenue bonds issued for Community Academy Public Charter School (CAPCS) to 'B-' from 'B+'. The outlook is developing. "The developing outlook reflects uncertainty surrounding pending litigation against the school, the school's founder, Kent Amos, and Community Action Partners and Charter School Management LLC -- the management company -- which is owned by the school's founder," said Standard & Poor's credit analyst Sharon Gigante. "The litigation claims that school's operating profits have been improperly distributed to the management company despite the 15- year contract that the school signed with the management company in 2013." "The downgrade reflects the potential for revocation of the school's charter by the school's authorizer, the DC Public Charter School Board, should the school be found to have violated applicable law or engaged in a pattern of fiscal management," added Ms. Gigante. "While we recognize the school is currently in good standing with respect to its charter, and the PCSB renewed the schools charter in 2013 for another 15 years, the pending litigation poses a greater risk to the charter which is reflected in the current rating." Despite this potential litigation, the school has experienced positive operating performance on an unaudited basis for fiscal 2014, improved coverage of debt service, and improving liquidity as the result of expense reductions, outsourcing, and improved financial oversight. The school reports these extensive cost containment measures resulted in cost savings of about $6 million. S&P would lower the rating or revise the outlook if the school is found to have violated applicable law or if it is determined that the school engaged in a pattern of fiscal mismanagement and if the DCPSB moves forward with the revocation of the charter. S&P would also lower the rating if the school fails to achieve break-even to positive operating performance in 2015, liquidity worsens, enrollment projections are not met, or academic performance deteriorates further from current levels. S&P could raise the rating or outlook if the litigation is resolved in a manner that is positive or neutral to the school, and it has been determined that the school did not violate applicable law or engage in fiscal mismanagement, provided the charter remains in good standing. Beyond the one-year developing outlook timeframe, S&P could raise the rating further if the school continues to show at least a three-year trend of strong operating performance, improved academic performance, and continues to demonstrate strong demand as evidenced by full- enrollment and a good waitlist. CORPORATE EXECUTIVE: S&P Raises CCR to 'BB'; Outlook Stable ----------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Corporate Executive Board Co. (CEB) to 'BB' from 'BB-'. The rating outlook is stable. At the same time, S&P raised its issue-level rating on the company's $725 million senior secured credit facility to 'BB' from 'BB-'. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50%-70%) for debtholders in the event of a payment default. "The upgrade reflects a steady improvement in CEB's leverage over the past 18 months, consistent with management's stated financial policy, as a result of debt repayment and subscriber and organic revenue growth," said Standard & Poor's credit analyst Elton Cerda. The company has also made steady progress in integrating its 2012 acquisition of SHL Group Ltd., which was a transformative acquisition at the time. S&P expects that the company's organic revenue and EBITDA will continue to grow, its operating performance will remain strong, and its credit measures will continue to improve. S&P assess CEB's financial risk profile as "significant," based on its expectation that its leverage will stay in the 3x-4x range over the next two to three years as positive revenue and EBITDA trends offset the effect of dividend increases and an active share repurchase program. The stable rating outlook reflects S&P's expectation that CEB's leverage will be below 3.5x and continue to moderate, discretionary cash flow to debt will be at least 15%, and the company will continue to grow its business organically and through tuck-in acquisitions. S&P's rating does not incorporate any large debt-financed acquisition. S&P views both an upgrade and downgrade as equally unlikely over the next 12-24 months. S&P could lower the rating if operating missteps cause leverage to approach 3.5x, which could occur if revenue growth slows and EBITDA declines due to competitive pressure. Large, debt-financed acquisitions could also cause downgrade pressure if leverage increases significantly without a clear path to deleveraging, signaling a change in the company's financial policy. Over the long term, S&P could raise the rating if CEB broadens its base of business through appropriately priced, synergistic acquisitions that don't meaningfully raise leverage, while it maintains operating momentum and profitability, together with a consistent financial policy. CRS HOLDING: Amends List of 20 Largest Unsecured Creditors ---------------------------------------------------------- CRS Holding of America submitted to the Bankruptcy Court an amended list of its top 20 unsecured creditors. The Debtor identified these creditors as having the three largest unsecured claims are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service taxes and certain other $1,000,000 Department of the debts owed to government Treasury units Washington DC Meadowridge Industrial Lease $352,427 Center PO Box 846255 Dallas, TX 75264-6255 Tampa East, LLC Lease $216,407 PO Box 6180 Hicksville, NY 11802-6180 A copy of the Amended Unsecured Creditors' list dated Sept. 11, 2014, is available for free at: http://bankrupt.com/misc/CRSHOLDING_77_creditorslist_amended.pdf About CRS Holding of America CRS Holding of America, LLC, operates a full service electronics recycling business, providing e-waste recycling solutions for organizations of all sizes. CRS's offerings are designed to meet customers' demand for data security and environmental compliance. CRS Holding and 21 subsidiaries sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 14-bk-10142) in Tampa, Florida, on August 29, 2014. CRS estimated total assets of $50 million to $100 million and debt of $10 million to $50 million. The Debtors' outstanding loan balances to secured creditors are: Regions Bank, $15 million; JY Creative Holdings, Inc. $6.8 million; and Intersection, LLC, $250,000. The Debtors estimate that general unsecured claims total $5 million. The cases are assigned to Judge K. Rodney May. The Debtors have tapped Shumaker, Loop & Kendrick, LLP, as counsel. D & L ENERGY: Files Amended Schedules of Assets and Liabilities --------------------------------------------------------------- D & L Energy, Inc., amended its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $36,032,400 B. Personal Property $4,583,277 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,373,565 E. Creditors Holding Unsecured Priority Claims $1,500 F. Creditors Holding Unsecured Non-priority Claims $4,852,152 ----------- ------------ TOTAL $40,615,677 $6,227,217 A copy of the Amended Schedules of Assets and is available for free at http://bankrupt.com/misc/D_LEnergy_838_amendedSAL.pdf The original Schedules, as previously reported by The Troubled Company Reporter in October 2013, listed $40,615,677 in total assets and $6,187,217 in total liabilities. About D & L Energy D & L Energy, Inc., based in Youngstown, Ohio, was formed by David DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a conventional oil and gas well operator and producer, primarily targeting oil and gas reserves in the Clinton Sandstone formation throughout Northeast Ohio and Northwest Pennsylvania. D&L currently has three (3) shareholders, Ben Lupo (80.76% shareholder), Susan Faith (15% shareholder), and Holly Serensky Lupo (4.24% shareholder). Nicholas C. Paparodis is the acting CEO and President of D&L. Kathy Kaniclides is the acting Secretary and Treasurer of D&L. Currently, Serensky Lupo is the sole director of D&L. Petroflow, Inc., is an Ohio corporation which is a wholly owned subsidiary of D&L. Originally intended to operate as the "drilling arm" of D&L, Petroflow ceased all operations prior to the filing of these bankruptcy matters. Petroflow has no current income, no bank accounts, and no employees. Paparodis is the president, CEO and sole director of Petroflow. D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. The Debtor disclosed in its amended schedules, $40,615,677 in assets and $6,187,217 in liabilities as of the Chapter 11 filing. Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. SS&G Parkland Consulting, LLC, serves as financial advisor and investment banker. Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire Sanders (US) LLP, have been tapped as counsel to the official committee of unsecured creditors. BBP Partners LLC serves as the panel's financial advisors. Resource Land Holdings emerged as the winning bidder for the substantially all of the Debtor's assets. Resource Land offered to buy the assets for $20.4 million. DBSI INC: Bankr. Order Nixed Heart Center Lease, Tex. Court Says ---------------------------------------------------------------- Several tenants-in-common owners challenge a declaratory judgment in favor of Woodlands-North Houston Heart Center, PA. In the declaratory judgment, the trial court declared that the lease agreement executed by the Heart Center's predecessors-in-interest was terminated by a bankruptcy court order. In two related issues, the TIC Owners assert that the trial court erred by (1) declaring the Heart Center lease was terminated by the order of the bankruptcy court, which granted the bankruptcy debtors the authority to reject certain unexpired leases and subleases, and (2) failing to find that the TIC Owners are the current landlords of the Heart Center Lease, which remains valid and enforceable. "We affirm," the Court of Appeals of Texas, Fourteenth District, I Houston said in a Memorandum Opinion filed September 25, 2014, a copy of which is available at http://is.gd/5Cuhbrfrom Leagle.com. "Based upon the Agreed Statement of Facts and the appellate issues presented by the TIC Owners, we conclude that the trial court properly declared that the Heart Center Lease was terminated," the appeals court said. In 2002, Lantern Bend Medical Plaza, Ltd. owned the property at issue, called the Plaza, a building with a total of 48,750 square feet of office space. On October 17, 2002, LBMP and the predecessors-in-interest to the Heart Center executed a 15-year lease for office space in the Plaza. On February 26, 2007, LBMP sold the Plaza to FOR 1031 Woodlands Medical Office I, LLC. The next day, FOR 1031, as the new owner, simultaneously leased the Plaza -- Master Lease -- to DBSI Woodlands Medical Offices I LeaseCo LLC and sold its own interest in the Plaza to appellants, the TIC Owners, who presently own the Plaza. In November 2008, numerous DBSI entities, including DBSI Woodlands, filed a petition for Chapter 11 bankruptcy in Delaware. The petitioners requested that the proceedings be jointly administered. On February 2, 2009, the TIC Owners entered into an Amended and Restated Master Lease Agreement with TNPPM Woodlands, LLC. On February 4, the Delaware Bankruptcy Court entered an "Order (Omnibus) Granting Authority to Reject Certain Unexpired Leases of Non-Residential Real Property, Subleases and/or Other Agreements Pertaining to Real Property and Executory Contracts Effective as of January 30, 2009". In this order, the bankruptcy court approved the various DBSI entities' rejection, effective January 30, 2009, of numerous master leases, subleases and executory contracts set forth in Exhibits to the order. Exhibit I to the Bankruptcy Order specifically lists "Woodlands Medical (Lantern Bend)" as a master lease. Exhibit II identifies the Heart Center Lease as a "Sublease[] to be Rejected." A dispute arose between the Heart Center and the TIC Owners about the effect of the Bankruptcy Order. The Heart Center asserted that the Bankruptcy Order terminated the Heart Center Lease; the TIC Owners contended that the Bankruptcy Order did not terminate the Heart Center Lease. The Heart Center filed a petition for declaratory relief in the trial court in August 2010, seeking a declaration that the Bankruptcy Order terminated the Heart Center Lease. The trial court signed a judgment on June 21, 2013, in favor of the Heart Center. In this judgment, the trial court declared that the Heart Center Lease was terminated by the Bankruptcy Order as of January 30, 2009. The trial court also signed findings of fact and conclusions of law, incorporating the agreed statement of facts into its findings and concluding that the Heart Center Lease was terminated by the Bankruptcy Order. The appeal timely followed. "The TIC Owners have failed to establish any basis for reversing the trial court's judgment. Having overruled each of the TIC Owners issues on appeal, we therefore affirm the trial court's judgment," the appeals court said. About DBSI Inc. Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates were engaged in numerous commercial real estate and non-real estate projects and businesses. On Nov. 10, 2008, and other subsequent dates, DBSI and 180 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687). DBSI estimated assets and debts between $100 million and $500 million as of the Chapter 11 filing. Lawyers at Young Conaway Stargatt & Taylor LLP represent the Debtors as counsel. The Official Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as its bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' notice claims and balloting agent. Joshua Hochberg, a former head of the Justice Department fraud unit, served as an Examiner and called the seller and servicer of fractional interests in commercial real estate an "elaborate shell game" that "consistently operated at a loss" in his report released in October 2009. McKenna Long & Aldridge LLP was counsel to the Examiner. On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order appointing James R. Zazzali as Chapter 11 trustee for the Debtors' estates. On Oct. 26, 2010, the trustee won confirmation of the Second Amended Joint Chapter 11 Plan of Liquidation for DBSI, paving the way for it to pay creditors and avoid years of expensive litigation over its complex web of affiliates. The plan, which was declared effective Oct. 29, 2010, was co-proposed by DBSI's unsecured creditors committee. Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate Liquidating Trust was established as of the effective date and certain of the Debtors' assets, including the Debtors' ownership interest in Florissant Market Place was transferred to the RE Trust. Mr. Zazzali and Conrad Myers were appointed as the post- confirmation trustees. Messrs. Zazzali and Myers are represented by lawyers at Blank Rime LLP and Gibbons P.C. DETROIT, MI: Council OKs $50M Regional Water Authority Plan ----------------------------------------------------------- Law360 reported that the Detroit City Council signed off on two crucial agreements tied to the city's Chapter 9 restructuring plan, one creating a regional water authority that will bring in $50 million over the next 40 years and the other resolving bond insurer Syncora Holdings Ltd.'s objections to the plan. According to the report, the council voted 7-2 in favor of the creation of the Great Lakes Water Authority, which would oversee water and sewer operations in Wayne, Oakland and Macomb counties, and voted unanimously to approve the Syncora deal. 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 estimated 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. * * * Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its ratings on five bond CUSIPs of Detroit's outstanding sewerage disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P indicated it would do in its report dated Aug. 28, 2014. The outlook is stable. DETROIT, MI: Art Museum Will Sue if Bankruptcy Plan Not Approved ---------------------------------------------------------------- Lisa Lambert, writing for Reuters, reported that the Detroit Institute of Arts is prepared to sue to prevent the sale of its collection if Detroit's plan for exiting bankruptcy is not approved, the museum's chief operating officer told U.S. Bankruptcy Court. According to the report, museum COO Annmarie Erickson told the court that when the city filed for bankruptcy 14 months ago, the museum began preparing for possible litigation to keep its art works from being sold to pay city creditors. 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 estimated 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. * * * Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its ratings on five bond CUSIPs of Detroit's outstanding sewerage disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P indicated it would do in its report dated Aug. 28, 2014. The outlook is stable. DETROIT, MI: Buffett Says City Will Be Better After Bankruptcy -------------------------------------------------------------- Anne VanderMey, writing for Fortune, reported that Warren Buffet told a Detroit audience that investing in the city is an increasingly appealing proposition, as the city will be "much better after the bankruptcy than before." According to the report, Buffet said that as long as the bankruptcy is handled fairly quickly, bankruptcy's fine. 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 estimated 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. * * * Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its ratings on five bond CUSIPs of Detroit's outstanding sewerage disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P indicated it would do in its report dated Aug. 28, 2014. The outlook is stable. DETROIT, MI: Judge Hears Testimony on Water Service Shutoffs ------------------------------------------------------------ Lisa Lambert, writing for Reuters, reported that U.S. Bankruptcy Judge Steven Rhodes in Michigan heard testimony from low-income families in Detroit who say they suffered hardships when the city cut off their water with no warning and are suing to prevent such shutoffs from happening again. According to the report, nearly 20,000 Detroit residents lost access to water and sewers this summer. Sue McCormick, director of the Detroit Water and Sewerage Department, told the judge that the city's water department is struggling with $90 million in unpaid water bills, the report related. 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 estimated 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. * * * Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its ratings on five bond CUSIPs of Detroit's outstanding sewerage disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P indicated it would do in its report dated Aug. 28, 2014. The outlook is stable. DEX MEDIA EAST: Bank Debt Trades at 6% Off ------------------------------------------ Participations in a syndicated loan under which Dex Media East LLC is a borrower traded in the secondary market at 94.45 cents-on- the-dollar during the week ended Friday, September 26, 2016 according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.45 percentage points from the previous week, The Journal relates. Dex Media East LLC pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 24, 2016. The bank debt carries is not rated by Moody's rating and Standard & Poor's rating. The loan is one of the biggest gainers and losers among 212 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. DIOCESE OF SPOKANE: Sues Lawyers Over Malpractice ------------------------------------------------- The Associated Press reported that the Catholic Diocese of Spokane through Bishop Blase Cupich filed lawyers from the Paine Hamblen law firm, accusing the firm of failing to use a strategy that could have saved the diocese millions of dollars and prevented a new round of priest sex-abuse claims. According to the report, the lawsuit is set for a February trial. About The Diocese of Spokane The Roman Catholic Church of the Diocese of Spokane filed for chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on Dec. 6, 2004. Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $11,162,938 in total assets and $81,364,055 in total debts. The Diocese of Spokane, the Tort Claimants Committee, the Future Claims Representative, and the Executive Committee of the Association of Parishes delivered an Amended Plan of Reorganization, and a Disclosure Statement describing that Plan to the Court on Feb. 1, 2007. The Honorable Patricia C. Williams approved the disclosure statement on March 8, 2007. On April 24, 2007, the Court confirmed Spokane's second amended joint plan. That plan became effective May 31, 2007. DIRECT ACCESS: Auditing Co. Can't Ax Suit Over $66M Fraud --------------------------------------------------------- Law360 reported that a New Jersey judge refused to toss Direct Access Partners LLC's suit accusing auditing firm Rothstein Kass & Co. PC of negligence for missing a $66 million foreign trading and bribery fraud that contributed to its parent company's bankruptcy, paving the way for discovery, an attorney for the broker-dealer said. According to the report, Essex County Superior Court Judge Thomas Vena denied the dismissal motion of Rothstein Kass, finding that the pleading stated a claim and was adequately pled, according to William F. Dahill of Wollmuth Maher & Deutsch LLP. KPMG LLP acquired certain assets from Rothstein Kass in a recent transaction and added most of the firm's onetime principals and employees, the report related. The case is Direct Access Partners LLC v. Rothstein Kass & Co. PC, case number L-2107-14, in the Superior Court of New Jersey, Essex County. Direct Access is a holding company that owns a broker dealer now being liquidated under regulatory supervision. The windup of the brokerage began after two employees in the Miami office were arrested in early May and charged with money laundering and violation of the Foreign Corrupt Practices Act. Direct Access was hit May 30, 2013, with an involuntary Chapter 7 bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11780) filed by Lake Avenue Capital LLC. DOGWOOD PROPERTIES: Court Closes Chapter 11 Case ------------------------------------------------ Judge Jennie D. Latta entered a final decree on Sept. 22, 2014, closing the bankruptcy case of Dogwood Properties, G.P. The Bankruptcy Court acknowledges that required deposits under the Debtor's bankruptcy plan have been distributed. The Court rules that within 14 days from the entry of the final decree, the Debtor or other responsible person shall pay any outstanding quarterly fees and file any outstanding quarterly reports. The Troubled Company Reporter previously reported that Dogwood Properties GP sought a final decree closing its case from the U.S. Bankruptcy Court for the Western District of Tennessee, stating that (1) the case has been fully administered, (2) any required deposits have been distributed, and (3) a final report has been filed. The TCR also reported that the third amended version of the Debtor's Plan of Reorganization got confirmation from the Bankruptcy Court. The Plan provides, among other things, that: (1) Unsecured priority claims (Class 2) was to be paid in full within 60 months following the Petition Date of Feb. 16, 2013; (2) Hholders of general unsecured claims (Class 23) will recover 100% in 360 equal monthly installments beginning on or before 90 days after the Effective Date of the Plan without interest; and (3) The existing equity interest in the Debtor (Class 24) will be retained. About Dogwood Properties Dogwood Properties, G.P., owns and operates 110 single-family rental homes, all located in Shelby and DeSoto counties in Tennessee. The total value of its real estate holdings is estimated to be $9,985,000. Dogwood has nine secured lenders who are owed a total of approximately $14,486,000. Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21712) on Feb. 16, 2013. Judge Jennie D. Latta presides over the case. Russell W. Savory, Esq., at Gotten, Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel. DORAL FINANCIAL: Lawyer Presses Case for Puerto Rico Tax Refund --------------------------------------------------------------- Phil Milford, writing for Bloomberg News, reported that Doral Financial Corp., the holding company for Puerto Rico's second- largest mortgage lender, pressed its demand before a judge for a $229.9 million tax refund, with testimony from the company's lawyer. According to the report, Doral and Puerto Rico agreed in 2012 that the company was entitled to the refund as a result of a restatement of earnings from 1998 to 2004 but Puerto Rico's treasury department voided the deal, claiming Doral obtained it through fraud. The case is Doral Financial Corp. (DRL) v. Commonwealth of Puerto Rico, KAC2014-0533. Civil Court of First Instance, San Juan Superior Division. Doral Financial Corporation, headquartered in San Juan, Puerto Rico, operates as the bank holding for Doral Bank, which provides retail banking services to the general public and institutions, primarily in Puerto Rico. * * * The Troubled Company Reporter, on May 9, 2014, reported that Standard & Poor's Ratings Services said it lowered its issuer credit rating on Doral Financial Corp. to 'CC' from 'CCC-' and placed the rating on CreditWatch with negative implications. The TCR, on May 7, 2014, reported that Fitch Ratings has downgraded Doral Financial Corp.'s (DRL) Issuer Default Rating (IDR) to 'C' from 'CCC' and Viability Rating (VR) to 'c' from 'ccc', respectively. Long-term IDRs of 'C' and VRs of 'c' indicate that default appears imminent or inevitable. On May 6, 2014, the TCR reported that Moody's Investors Service downgraded the senior unsecured debt rating of Doral Financial Corporation to C from Caa3. Doral Financial's lead bank, Doral Bank, is unrated. The rating agency also downgraded the senior secured bonds issued by Doral Properties, Inc. through the Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (AFICA) to C from Caa3 (CUSIPs 74527BLB8, 74527BLC6, 74527BLD4, and 74527BSL9). Doral Properties, Inc. is a wholly-owned subsidiary of Doral Financial, which is legally responsible for the payments on the AFICA bonds that are currently outstanding. DVORKIN HOLDINGS: Trustee May Consummate Real Property Sale ----------------------------------------------------------- In the Chapter 11 case of Dvorkin Holdings, Bankruptcy Judge Jack B. Schmetterer granted the motion to consummate the sale of the Debtors' property located at 801-849 E. Roosevelt Rd., Lombard, Illinois. The Court issued its order on September 15, 2014, The motion which was filed by Chapter 11 Trustee Gus A. Paloian on July 19, 2014, seeks to authorize and consummate the sale of the property covered by Land Trust 43314. The Trustee demonstrated good, sufficient, and sound business purpose and justification of the sale. The consideration provided for by the buyer of the property amounts to $2,230,000 is fair and reasonable. More so, it is the best and the highest offer for the property. The sale agreement entered into was not entered for the purpose of hindering, delaying, or defrauding creditors under the Bankruptcy Code. The Chapter 11 Trustee is represented by: Gus A. Paloian, Esq. James B. Sowka, Esq. Bret M. Harper, Esq. SEYFARTH SHAW LLP 131 S. Dearborn Street, Suite 2400 Chicago, IL 60603 Telephone: (312) 460-5000 About Dvorkin Holdings, LLC Dvorkin Holdings, LLC, is a real estate holding company that possesses or possessed ownership interests in approximately 70 real properties, either directly or indirectly through limited liability companies or land trusts. Dvorkin Holdings has interests in 40 non-debtor entities. Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012. The Debtor disclosed $69,894,843 in assets and $9,296,750 in liabilities as of the Chapter 11 filing. Bankruptcy Judge Jack B. Schmetterer oversees the case. Michael J. Davis, Esq., at Archer Bay, P.A., in Lisle, Ill., serves as counsel to the Debtor. The petition was signed by Loran Eatman, vice president of DH-EK Management Corp. The Bankruptcy Court in October 2012 granted the request of Patrick S. Layng, the U.S. Trustee for the Northern District of Illinois, to appoint Gus Paloian as the Chapter 11 Trustee. Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel. Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as conflicts counsel. DVORKIN HOLDINGS: Trustee Has Accord With Craig Golden ------------------------------------------------------ On September 2, 2014, Gus A. Paloian, the Trustee in the Chapter 11 case of Dvorkin Holdings, sought Court authority to enter into and perform an agreement with Craig Golden and certain entities related to Golden. Terms of the agreement include, among others, that (i) Golden will agree to purchase from the Estate Debtor's membership interests in certain co-owned entities, (ii) the Estate is granted authority to market and sell certain real estate owned by a co-owned entity, and (iii) the Estate covenants not to sue Golden or related entities. The Debtor is not the sole manager of any Golden LLC and, therefore, lacks corporate authority to unilaterally cause any Golden LLC to sell its underlying real estate. Since the Debtor is not the sole manager of any Golden LLC, the Debtor does not have unilateral authority to dispose the membership interests on the open market, absent court intervention. The restrictions on transfer of the membership interests could negatively affect the value of the Debtor's interest in the Golden LLCs. Thus, for the purchase of interest, Golden shall pay to the Estate $8,250,000 in cash. Further, Golden shall pay to the Estate $412,500 of the purchase price, in cash, on the effective date of the agreement. Lastly, the sale of Halsted property is estimated to be in excess of $1,250,000. About Dvorkin Holdings, LLC Dvorkin Holdings, LLC, is a real estate holding company that possesses or possessed ownership interests in approximately 70 real properties, either directly or indirectly through limited liability companies or land trusts. Dvorkin Holdings has interests in 40 non-debtor entities. Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012. The Debtor disclosed $69,894,843 in assets and $9,296,750 in liabilities as of the Chapter 11 filing. Bankruptcy Judge Jack B. Schmetterer oversees the case. Michael J. Davis, Esq., at Archer Bay, P.A., in Lisle, Ill., serves as counsel to the Debtor. The petition was signed by Loran Eatman, vice president of DH-EK Management Corp. The Bankruptcy Court in October 2012 granted the request of Patrick S. Layng, the U.S. Trustee for the Northern District of Illinois, to appoint Gus Paloian as the Chapter 11 Trustee. Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel. Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as conflicts counsel. DYNASIL CORP: Appoints Peter Sulick CEO and President ----------------------------------------------------- The Board of Directors of Dynasil Corporation of America named Peter Sulick as the Company's CEO and president. Mr. Sulick had been serving as interim CEO and interim president since July of 2012. In addition to his base cash salary (which will equal his current rate of $300,000 per year), Mr. Sulick's base pay for fiscal year 2015 will be increased by a stock compensation component, consisting of quarterly stock awards of 20,000 shares each, which will continue as long as he is employed as the Company's CEO and President. Additionally, Mr. Sulick has the opportunity to earn a performance bonus payable in stock and cash based on the achievement of quarterly performance goals and the Board's periodic qualitative assessment of the Company's progress on its strategic objectives. Specifically, Mr. Sulick has the following bonus opportunity: * A target cash bonus equal to 25% of Mr. Sulick's current annual base cash salary. For fiscal year 2015, this target cash bonus equals $18,750 per quarter or $75,000 per year and is dependent on the achievement of quarterly target cash bonus performance criteria. If performance exceeds target goals by specified amounts, this cash bonus opportunity is increased to $25,313 per quarter or $101,250 per year; and * A stock bonus consisting of 20,000 shares per quarter, for an aggregate of 80,000 shares per year, depending on the achievement of quarterly stock bonus performance criteria. Cash and stock bonus amounts are payable quarterly following the achievement of quarterly performance goals. Actual amounts payable to Mr. Sulick will be determined by the number of quarters in which the performance goals are met and, in the case of the cash bonus, the extent to which the target performance goals are exceeded. All shares will be issued from the Company's 2010 Stock Incentive Plan. About Dynasil Watertown, Mass.-based Dynasil Corporation of America (NASDAQ: DYSL) -- http://www.dynasil.com/-- develops and manufactures detection and analysis technology, precision instruments and optical components for the homeland security, medical and industrial markets. The Company incurred a net loss of $8.72 million for the year ended Sept. 30, 2013, as compared with a net loss of $4.30 million for the year ended Sept. 30, 2012. As of June 30, 2014, the Company had $26.47 million in total assets, $12.20 million in total liabilities and $14.26 million in total stockholders' equity. Going Concern/Bankruptcy Warning McGladrey LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company is in default with the financial covenants set forth in the terms of its outstanding loan agreements (and may enter into a forbearance arrangement with its lenders) and has sustained substantial losses from operations for the years ended Sept. 30, 2013 and 2012. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. "If our lenders were to accelerate our debt payments, our assets may not be sufficient to fully repay the debt and we may not be able to obtain capital from other sources at favorable terms or at all. If additional funding is required, this funding may not be available on favorable terms, if at all, or without potentially very substantial dilution to our stockholders. If we do not raise the necessary funds, we may need to curtail or cease our operations, sell certain assets and/or file for bankruptcy, which would have a material adverse effect on our financial condition and results of operations," the Company said in its annual report for the year ended Sept. 30, 2013. EAGLE BULK: Court Confirms Prepackaged Ch. 11 Plan -------------------------------------------------- Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York, on Sept. 22, 2014, issued a findings of fact, conclusions of law and order approving the disclosure statement and confirming the prepackaged plan of reorganization filed by Eagle Bulk Shipping Inc. Judge Lane also authorized Eagle Bulk to assume a restructuring support agreement, which was entered into with certain consenting lenders collectively holding more than 85% of the outstanding loans under that certain Fourth Amended and Restated Credit Agreement, dated as of June 20, 2012, and constituting more than two-thirds of the lenders under the Prepetition Credit Agreement. The RSA paved the way for the settlement embodied in the Plan, which settlement gives the lenders control over the company in exchange for the $975 million in debt from its balance sheet. Specifically, the Plan provides for, among other things: (i) Prepetition Credit Facility Lenders, owed $1.2 billion, will receive 99.5% of the New Eagle Common Stock and the Prepetition Credit Facility Cash Distribution; (ii) all General Unsecured Claims will be paid in full; (iii) Equity Interests will be canceled and holders of Equity Interests will receive 0.5% of the New Eagle Common Stock and the New Eagle Equity Warrants, representing 7.5% of the New Eagle Common Stock; (iv) the establishment of a Management Incentive Program that provides senior management and certain employees with 2.0% of the shares of New Eagle Common Stock and two tiers of stock options; and (v) entry into the Exit Financing Facility Credit Agreement, the proceeds of which will be used to pay (a) the obligations under the Debtor's debtor-in-possession financing facility, the Prepetition Credit Facility Cash Distribution, the Outstanding Trade Obligations, and the Restructuring Expenses, and (b) following the payment, or reserving for the payment, of each the foregoing, any amount necessary to fully fund a working capital reserve of $72.5 million. Prior to the confirmation hearing, the Debtors filed plan supplement. Plan Supplements filed Sept. 15 are: * Exhibit A: New Eagle Charter * Exhibit B: New Eagle By-Laws * Exhibit C: New Eagle Equity Warrant Agreement * Exhibit D: Registration Rights Agreement * Exhibit E: Management Incentive Program * Exhibit G: New Eagle MIP Option Agreements * Exhibit I: New CEO Employment Agreement * Exhibit J: Exit Financing Facility * Exhibit K: Amended and Restated Delphin Management Agreement Full-text copies of the Sept. 15 Plan Supplement are available at http://bankrupt.com/misc/EAGLEBULKplansup0915.pdf A Plan Supplement filed Sept 17 discloses Identity and the affiliations of the officers and members of the new board of the reorganized debtor. A full-text copy of the Sept. 17 Plan Supplement is available at http://is.gd/au5xfv About Eagle Bulk Shipping With headquarters in New York, Eagle Bulk Shipping Inc. (Nasdaq: EGLE) provides ocean-borne transportation services for a broad range of major and minor "dry bulk" cargoes, including iron ore, coal, grain, cement, and fertilizer, along worldwide shipping routes. Each of Eagle's 45 vessels is flagged in the Marshall Islands and owned by a separate wholly-owned subsidiary organized as a limited liability company under the Marshall Islands. On Aug. 6, 2014, Eagle Bulk entered into a restructuring support agreement with certain of its lenders regarding the terms of a balance sheet restructuring that will reduce debt by $975 million. To implement the restructuring, Eagle Bulk, the parent company, commenced a voluntary "prepackaged" chapter 11 case (Bankr. S.D.N.Y. Case No. No. 14-12303). The case has been assigned to the Honorable Sean H. Lane. The Chapter 11 filing does not include any of Eagle Bulk's operating or management subsidiaries. The Company estimated $850 million to $950 million in assets and debt of $1.21 billion as of the Petition Date. The Company has tapped Tyson M. Lomazow, Esq., and Matthew Brod, Esq., at Milbank, Tweed, Hadley & McCloy LLP as general bankruptcy counsel, Moelis & Company as financial advisor and investment banking advisor, Alvarez & Marsal as restructuring advisors, and PricewaterhouseCoopers LLP as its accountant and auditor. Eagle Bulk's noticing agent is Kurtzman Carson Consultants. Wilmington Trust (London) Limited, solely in its capacity as successor agent and security trustee under a 2012 credit agreement, is represented by Andrew Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. EAGLE BULK: Has Final Authority to Obtain $50MM DIP Loan -------------------------------------------------------- Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York gave Eagle Bulk Shipping Inc. final authority to obtain up to $50 million in postpetition financing from Wilmington Trust (London) Limited as agent and security trustee for a syndicate of banks, financial institutions and other institutional lenders. The Debtor will be the borrower under the DIP Facility, which will be guaranteed by each of the non-debtor subsidiaries. Interest rate on the DIP facility is LIBOR+500 bps (with 1.0% LIBOR floor) per annum. Default interest rate is equal to the applicable rate plus 2.0 percent per annum. The Debtor is also given final authority to use cash collateral securing its prepetition indebtedness. As of the Petition Date, the Debtor was indebted in the aggregate amount of (a) approximately $1.2 billion in principal amount, and (b) all accrued and unpaid interest and fees. A full-text copy of the Final DIP Order with Budget is available at http://bankrupt.com/misc/EAGLEBULKdipord0919.pdf About Eagle Bulk Shipping With headquarters in New York, Eagle Bulk Shipping Inc. (Nasdaq: EGLE) provides ocean-borne transportation services for a broad range of major and minor "dry bulk" cargoes, including iron ore, coal, grain, cement, and fertilizer, along worldwide shipping routes. Each of Eagle's 45 vessels is flagged in the Marshall Islands and owned by a separate wholly-owned subsidiary organized as a limited liability company under the Marshall Islands. On Aug. 6, 2014, Eagle Bulk entered into a restructuring support agreement with certain of its lenders regarding the terms of a balance sheet restructuring that will reduce debt by $975 million. To implement the restructuring, Eagle Bulk, the parent company, commenced a voluntary "prepackaged" chapter 11 case (Bankr. S.D.N.Y. Case No. No. 14-12303). The case has been assigned to the Honorable Sean H. Lane. The Chapter 11 filing does not include any of Eagle Bulk's operating or management subsidiaries. The Company estimated $850 million to $950 million in assets and debt of $1.21 billion as of the Petition Date. The Company has tapped Tyson M. Lomazow, Esq., and Matthew Brod, Esq., at Milbank, Tweed, Hadley & McCloy LLP as general bankruptcy counsel, Moelis & Company as financial advisor and investment banking advisor, Alvarez & Marsal as restructuring advisors, and PricewaterhouseCoopers LLP as its accountant and auditor. Eagle Bulk's noticing agent is Kurtzman Carson Consultants. Wilmington Trust (London) Limited, solely in its capacity as successor agent and security trustee under a 2012 credit agreement, is represented by Andrew Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. ECO SERVICES: Moody's Assigns Caa1 Senior Unsecured Rating ---------------------------------------------------------- Moody's Investors Service assigned first-time ratings to Eco Services, including a B2 Corporate Family Rating ("CFR"), B1 first lien senior secured rating, and Caa1 senior unsecured rating. Proceeds of the proposed $500 million first lien senior secured term loan and $200 million senior unsecured notes, along with an equity contribution from private equity sponsor CCMP Capital Advisors, will fund the purchase of Solvay S.A.'s sulfuric acid business for $890 million plus customary fees and expenses. The rating outlook is stable. "High leverage and the carve-out nature of the transaction drive the weakly-positioned B2 rating," said Ben Nelson, Moody's Assistant Vice President and lead analyst for Eco Services. The actions: Issuer: Eco Services Operations LLC Corporate Family Rating, Assigned B2; Probability of Default Rating, Assigned B2-PD; $55 million Senior Secured Revolving Credit Facility due 2019, Assigned B1 (LGD3); $500 million Senior Secured Term Loan B due 2021, Assigned B1 (LGD3); $200 million Senior Unsecured Notes due 2022, Assigned Caa1 (LGD5); Outlook, Stable. The assigned ratings are first-time ratings on Eco Services and remain subject to a review of the final terms and conditions of the leveraged buyout transaction expected to close in the fourth quarter of 2014. Ratings Rationale The B2 CFR is constrained by high leverage, concentration in a single commodity product with larger and better-capitalized competitors, the expectation that spending associated with the carve-out transaction will constrain free cash generation in the near-term, and the longer-term event risk associated with private equity ownership. The rating benefits from entrenched long-term customer relationships, strong market positions in certain regions of the US, structural advantages related to the proximity of the company's facilities to its customers, margin advantages associated with higher purity products, and good liquidity. Moody's expects that operating performance will exhibit more stability than most rated peers in the chemical industry. While sulfuric acid is one of the most widely-used commodity chemicals across various end market applications, a focus on specific end markets, favorable contract provisions have helped Eco Services demonstrate relatively stable operating performance historically. The company operates six plants producing virgin acid and regenerating spent acid into usable product. The plants are clustered near refineries on the Gulf Coast, California, and the Midwest. In the regeneration segment the company focuses on refining customers, where on purpose regeneration plants process the refining customers' spent acid. Eco Services also focuses on the merchant market segment of the virgin sulfuric acid industry, particularly applications that require higher purity acid such as caprolactam for the nylon industry. This helps support profitability even though about half of the merchant market capacity for virgin sulfuric acid in the US is a byproduct of the smelting process, a segment of the industry where the economic realities differ from those of produce virgin acid or recycle spent acid like Eco Services. Taken together, Moody's believe growth prospects for sulfuric acid are relatively modest. As a unit of Solvay, Eco Services relied on the parent company for shared corporate services that it will need to replace as a standalone company. The company will have transition services agreements with Solvay to provide these services for a certain period while Eco Services builds out its own capabilities. The company's historical carve-out financial statements include allocated costs from the parent company that may not be indicative of the costs that Eco Services will face as a standalone entity. While these costs are expected to decrease compared to amounts currently allocated, spikes within the first couple years of carve-out transactions are common and this risk is factored into Eco Services' ratings. Moody's will reassess this rating constraint once the company demonstrates establishes a track record as an independent company. Eco Services will start out with weak credit measures for the rating considering the uncertainties associated with a carve-out transaction. Moody's estimates adjusted financial leverage in the high 6 times (Debt/EBITDA; including Moody's standard adjustments and excluding the benefit of management's expected cost savings as a standalone entity) and interest coverage in the mid 2 times (EBITDA/Interest) on a pro forma basis for the twelve months ended June 30, 2014. Cash flow generation likely will be limited as the company will incur transition-related expenses, but Moody's expects the company will generate retained cash flow of at least 8% (RCF/Debt) and free cash flow in the low-to-mid single digits (FCF/Debt). This should help the company reduce leverage towards 6 times by the end of 2016. The stable outlook assumes that the company will generate positive free cash flow and maintain good liquidity. Moody's could upgrade the rating with expectations for financial leverage sustained below 5 times, retained cash flow exceeding 10% of debt, and commitment to more conservative financial policies. Moody's could downgrade the rating with expectations for financial leverage sustained above 6.5 times, retained cash flow sustained below 5% of debt, negative free cash flow on a sustained basis, or substantive deterioration in the company's liquidity position. Eco Services Operations LLC produces sulfuric acid. The company will be privately-owned by private equity sponsor CCMP Capital Advisors following the completion of the proposed carve-out transaction from Solvay S.A. Headquartered in Cranbury, N.J., the company generated $384 million of revenue and $112 million of EBITDA (management-adjusted) for the twelve months ended June 30, 2014. ECO SERVICES: S&P Assigns 'B' CCR; Outlook Stable ------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Eco Services Operations LLC (Eco Services). The outlook is stable. At the same time, based on preliminary terms and conditions, S&P assigned a rating of 'B+' (one notch above the corporate credit rating) and a recovery rating of '2' to Eco Services' proposed $555 million senior secured credit facilities, consisting of a $55 million revolving credit facility and a $500 million term loan. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%) recovery in the event of a default. S&P also assigned a 'CCC+' issue rating (two notches below the corporate credit rating) and a recovery rating of '6' to the proposed $200 million senior unsecured notes. Eco Finance Corp. is the co-borrower of these notes. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery in the event of a default. "The ratings on Eco Services reflect our assessments of the company's 'fair' business risk and 'highly leveraged' financial risk profiles," said Standard & Poor's credit analyst Seamus Ryan. Eco Services derives its good profitability from its position as the leading virgin sulfuric acid producer and provider of sulfuric acid regeneration services in the key U.S. Gulf Coast region and its ability to manage costs favorably. Although we expect the company to generate cash, we believe its aggressive financial policies will limit any reduction in leverage following this transaction, with debt to EBITDA remaining near 6x over the next year. S&P's assessment of Eco Services' business risk profile as "fair" reflects the company's strong positions in virgin and regeneration markets for sulfuric acid, especially in the Gulf Coast region. The company also has preferable long-term contracts, with provisions that allow for substantial pass through of costs, a high degree of supply chain integration with customers, and stability in its end markets. S&P believes these factors will continue to support the company's above-average profitability. However, S&P views the company's reliance on sulfuric acid, a lack of product development, and a high degree of geographic and customer concentration as key risks within its business risk profile. Mature end markets limit the company's growth potential so S&P expects it will focus on capturing additional market share through growth investments. The stable outlook reflects S&P's view that Eco Services will continue to benefit from its positions in the relatively stable virgin and regeneration markets for sulfuric acid. S&P expects gradual growth in operating performance, steady free cash flow generation, and financial policies that will support leverage improving to about 6x. S&P could raise the ratings if the company is able to improve earnings and reduce debt to bring debt to EBITDA to about 5x for a sustained period. Such a scenario could arise from the company winning market share from competitors or captive producers. To raise ratings, S&P would also expect the company's financial policies to support this reduced leverage. S&P could lower ratings if debt to EBITDA exceeds 7.5x, with limited prospects for improvement. S&P could also lower ratings if liquidity weakens substantially and free operating cash flow turns negative. Such weakness could arise as a result of aggressive financial policy decisions such as a dividend recapitalization or large debt-funded acquisitions, or unexpected weakness in end-market demand. ECOSPHERE TECHNOLOGIES: William Brisbe Holds 16.5% Equity Stake --------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, William O. Brisben disclosed that as of Sept. 15, 2014, he beneficially owned 31,544,143 shares of common stock of Ecosphere Technologies, Inc., representing 16.54 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/AutyFI About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere Technologies reported net income of $19.16 million in 2013 following net income of $1.05 million in 2012. The Company's balance sheet at June 30, 2014, showed $16.72 million in total assets, $2.96 million in total liabilities, $3.76 million in total redeemable convertible cumulative preferred stock, and $10 million in total equity. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company had a loss from operations and cash used in operations along with an accumulated deficit. These matters raise substantial doubt about the Company's ability to continue as a going concern. ECOTALITY INC: Seeks Extension of Exclusive Plan Filing Date ------------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Ecotality Inc., which sold its system for charging electric vehicles, made a sixth request for more time to file a Chapter 11 plan, supported by the creditors' committee and the buyer, a unit of Car Charging Group Inc. According to the report, Ecotality asked for an extension of exclusive plan-filing until Dec. 26, to accommodate continuing talks with Car Charging on the plan, which would pay creditors a minimum of $925,000. About Ecotality Inc. Headquartered in San Francisco, California, Ecotality, Inc. (Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of electric transportation and storage technologies. Ecotality Inc. along with affiliates including lead debtor Electric Transportation Engineering Corp. sought Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16, 2013, with plans to sell the business at an auction. The cases are assigned to Chief Judge Randolph J. Haines. The Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds, Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los Angeles, California. The Debtors' local counsel is Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix, Arizona. FTI Consulting, Inc. serves as the Debtors' crisis manager and financial advisor. The Debtors' claims and noticing agent is Kurtzman Carson Consultants LLC. Electric Transportation estimated assets of $10 million to $50 million and debt of $100 million to $500 million. Unlike most companies in bankruptcy, Ecotality has no secured debt. It simply ran out of money. There's $5 million owing on convertible notes, plus liability on leases. Part of pre-bankruptcy financing took the form of a $100 million cost-sharing grant from the U.S. Energy Department. In view of the San Francisco-based company's financial problems, the government cut off the grant when $84.8 million had been drawn. On Sept. 24, 2013, the Office of the United States Trustee for Region 14 appointed a committee of unsecured creditors. In October 2013, the bankruptcy judge cleared Ecotality to sell most of the business to Car Charging Group Inc. for $3.3 million. Two other buyers purchased other assets for $1 million in total. ENDEAVOUR INT'L: Signs Retention Agreements with Key Executives --------------------------------------------------------------- Endeavour Energy UK Limited, a wholly owned subsidiary of Endeavour International Corporation, had entered into key employee retention plan agreements with certain key employees to ensure their continued involvement or employment with the Company in the event the Company is unable to come to terms with the various capital providers on restructuring the Company's debt prior to the end of the cure period (Sept. 30, 2014). The Company entered into KERP Agreements with James J. Emme, executive vice president North America; Catherine L. Stubbs, senior vice president and chief financial officer; and Derek A. Neilson, managing director, U.K. operations, effective Sept. 19, 2014. Pursuant to the KERP Agreements, if the executive continues his/her employment and is not terminated for cause, the executive will be entitled to receive the following payments: * an amount payable on Sept. 26, 2014, subject to clawback should the executive resign, or his/her employment is terminated with cause prior to the Transaction Date, or Sept. 26, 2015; and * an amount payable within 15 calendar days following the Transaction Date. "Transaction Date" means the date of the earlier to occur of: (i) the closing date of any out of court agreement for the structuring of Endeavour Operating Corporation's balance sheet, (ii) the effective date of a confirmed plan of reorganization under chapter 11 of title 11 of the United States Code providing for the restructuring of EOC's balance sheet, (iii) the closing date of a sale of all or substantially all of the assets or a majority of the outstanding stock of EOC in one or more transactions under section 363 of the Bankruptcy Code or pursuant to a confirmed chapter 11 plan, and (iv) the date of the entry of an order of a United States Bankruptcy Court ordering the conversion of Endeavour's chapter 11 case to a case under chapter 7 of the Bankruptcy Code. The Commitment Amounts and Retention Bonus were awarded as follows: Commitment Amount Retention Bonus ----------------- --------------- James J. Emme $237,500 $237,500 Catherine L. Stubbs $162,500 $162,500 Derek A. Neilson GBP100,000 GBP100,000 Change in Control Termination Benefits Agreement On Sept. 18, 2014, Endeavour Energy UK Limited, a wholly owned subsidiary of the Company, entered into a change in control termination benefits agreement for Derek A. Neilson, managing director, U.K. Operations. The CIC Agreement was approved by the Compensation Committee of the Company's Board of Directors on Sept. 18, 2014. The CIC Agreement provides similar benefits to change in control termination benefits agreements held by the Company's other two executive officers, including primarily that if the executive's employment is terminated within 24 months following a change in control by the Company without cause or by the executive for good reason, the executive will be entitled to receive the following payments: * an amount equal to two times the executive's annual base salary; * an amount equal to two times the executive's average bonus for the three years prior to which the date of termination occurs; * a pro rata portion of the executive's annual target bonus for the year in which such termination occurs; * a non-solicitation period of one year after the date of termination; and * continuation of health benefits for a period of 18 months following the date of termination, with the Company continuing to pay the same portion of the premiums as it does for current employees. About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. Endeavour International reported net loss of $95.47 million in 2013, a net loss of $126.22 million in 2012 and a net loss of $130.99 million in 2011. As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock and a $41.48 million total stockholders' deficit. * * * As reported by the TCR on Sept. 8, 2014, Moody's Investors Service downgraded Endeavour International Corporation's Corporate Family Rating (CFR) to Ca from Caa2. The downgrade follows Endeavour's decision to not make interest payments on its $404 million 12% First Priority Notes due March 2018, $150 million 12% Second Priority Notes due June 2018, and $18 million 6.5% Convertible Senior Notes due November 2017. The TCR also reported on Sept. 9, 2014, that Standard & Poor's Rating Services lowered its corporate credit on Endeavour International Corp. to 'D' from 'CCC'. The downgrade is a result of the company's decision not to pay approximately $33.5 million in interest that was due on Sept. 2, 2014, on its 12% first priority notes due March 2018, 12% second priority notes due June 2018, and 6.5% convertible senior notes due November 2017. S&P do not rate the convertible notes. EPAZZ INC: Incurs $3.7 Million Net Loss in March 31 Quarter ----------------------------------------------------------- EPAZZ Inc. filed with the U.S. Securities and Exchange Commission its quarterly report disclosing a net loss of $3.73 million on $252,552 of revenue for the three months ended March 31, 2014, compared to a net loss of $398,571 on $208,010 of revenue for the same period a year ago. The Company's balance sheet at March 31, 2014, showed $1.51 million in total assets, $3.51 million in total liabilities and a $2 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/h7Lyee About EPAZZ Inc. Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of Illinois on March 23, 2000, to create software to help college students organize their college information and resources. The idea behind the Company was that if the information and resources provided by colleges and universities was better organized and targeted toward each individual, the students would encounter a personal experience with the college or university that could lead to a lifetime relationship with the institution. This concept is already used by business software designed to retain relationships with clients, employees, vendors and partners. Epazz reported a net loss of $3.37 million on $750,139 of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $1.90 million on $1.19 million of revenue for the year ended Dec. 31, 2012. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has an accumulated deficit of $(7,501,994) and a working capital deficit of $(1,283,338), which raises substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Company said in the 2013 Annual Report that it will need to raise additional funds to continue to operate as a going concern. "We cannot be certain that any such financing will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue and expand our business. We intend to overcome the circumstances that impact our ability to remain a going concern through a combination of the commencement of additional revenues, of which there can be no assurance, with interim cash flow deficiencies being addressed through additional equity and debt financing. Our ability to obtain additional funding for the remainder of the 2014 year and thereafter will determine our ability to continue as a going concern. There can be no assurances that these plans for additional financing will be successful. Failure to secure additional financing in a timely manner to repay our obligations and supply us sufficient funds to continue our business operations and on favorable terms if and when needed in the future could have a material adverse effect on our financial performance, results of operations and stock price and require us to implement cost reduction initiatives and curtail operations. Furthermore, additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that we relinquish valuable rights. In the event that we are unable to repay our current and long-term obligations as they come due, we could be forced to curtail or abandon our business operations, and/or file for bankruptcy protection; the result of which would likely be that our securities would decline in value and/or become worthless." EXPLO SYSTEMS: Insurers Can't Rule Out Blast Coverage ----------------------------------------------------- Law360 reported that a Louisiana federal judge refused to grant an early win to insurers seeking a declaration they don't have to defend Explo Systems, Inc., a bankrupt explosives recycling company, in class action litigation arising from an ammunition explosion, saying key facts and circumstances in the dispute have not been sufficiently explained. According to the report, in an order denying motions for partial summary judgment filed by Crum & Forster Specialty Insurance Co. and Seneca Specialty Insurance Co., U.S. District Judge Donald E. Walter said he couldn't determine whether the insurers properly denied Explo Systems' claims under exclusions prohibiting coverage for bodily injury or property damage not resulting from the "thermal treatment and disassembly of ammunition" or "recycling and separation of remaining scrap." The case is Crum & Forster Specialty Insurance Co., et al. v. Explo Systems Inc., case number 5:12-cv-03080, in the U.S. District Court for the Western District of Louisiana. After an explosion, an evacuation of a small Louisiana town and a threatened eviction, military explosives-disassembler Explo Systems Inc. has filed for bankruptcy protection on Aug. 12, 2013. The case is In re Explo Systems, Inc., Case No. 13-12046 (Bankr. W.D. La.). The case is assigned to Judge Stephen V. Callaway. The Debtor's counsel is Robert W. Raley, Esq., at Raley & Associates, in Bossier City, Louisiana. FAIRMONT GENERAL: Wants to Tap LP Properties as Exclusive Broker ---------------------------------------------------------------- Fairmont General Hospital Inc., et al., seeks permission from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire LP Properties Realty as their exclusive broker for the sale of certain real estate assets. The Debtors want to employ LP Properties to assist them in marketing and selling the Corazon Ranch and the Hill Ranch -- two non-residential real properties owned by the Estate. Louis Pellegrin will be the Broker in charge of the marketing of the ranch properties by LP Properties. The Firm will provide these services, among other things: * Prepare marketing materials and/or offer packages to be used in soliciting prospective purchasers for the Ranches; * Erect size appropriate signage on the Ranches; and * Locate, qualify and furnish potential purchasers of the property to the Debtors. The Debtors seeks to pay for LP Properties' services in this manner: a. The Broker's Fee will be earned and payable when the sale or exchange of the Property to a buyer under a contract executed by Seller approved by the United States Bankruptcy Court for the Southern District of Texas, Laredo Division in Case No. 14-50155 styled In RE: GBG Ranch, Ltd. is finally closed and funded, whether this occurs during the term of this Agreement or after the termination of this Agreement; b. If the disposition of the Property is consummated as an exchange of the Property for other property, the Sale Price of the Property will be deemed to be the Listing Price unless otherwise specified by Broker and Seller in writing; c. If a buyer with whom Seller has entered into a contract for the sale of the Property during the term of this Agreement breaches that contract and Seller receives the buyer's earnest money or a portion thereof as liquidated damages, Seller will pay Broker the lesser of 25% of the amount of the liquidated damages or the Broker's Fee; d. If litigation, mediation, or arbitration is instituted with respect to a contract between Seller and a buyer for the sale of the Property that is executed during the term of this Agreement, and Seller collects all or a portion of the Sale Price or damages by judgment, compromise, settlement, or otherwise, Seller will pay Broker the lesser of (i) 25% of the amount collected after deduction of attorney's fees and other expenses of collection or (ii) the Broker's Fee (determined after reducing the Sale Price by the amount of attorney's fees or other expenses of collection); e. Seller will not owe Broker the Broker's Fee if a sale of the Property does not close or fund as a result of (i) Seller's failure to deliver a title policy to a buyer, caused by Seller's inability to cure the buyer's title objections due to matters beyond Seller's reasonable control; (ii) Seller's loss of ownership due to foreclosure, conveyance in lieu of foreclosure, or other legal proceeding; (iii) Seller's failure to restore the Property following any casualty or condemnation to its previous condition by the closing date set forth in a contract for the sale of the Property; and (iv) failure of the Bankruptcy Court to approve the Sale; and f. Seller authorizes any escrow or closing agent authorized to close a transaction for the sale or other disposition of the Property contemplated in this Agreement to collect and disburse to Broker the Broker's Fee due under this. Seller authorizes Broker to instruct any closing or escrow agent to collect and disburse the Broker's Fee due under this Agreement. LP Properties can be reached at: LP Properties 1616 Guerrero, Laredo Texas 78043 Tel No: (956)712-1975 Fax No: (956)726-6990 E-mail: lpproperties@earthlink.net About Fairmont General Hospital Inc. Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which operate a 207-bed acute-care facility in Fairmont, West Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013. The fourth-largest employer in Marion County, West Virginia, filed for bankruptcy as it looks to partner with another hospital or health system. The Debtors are represented by Rayford K. Adams, III, Esq., and Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown, West Virginia. The Debtors' financial analyst is Gleason & Associates, P.C. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Hammond Hanlon Camp, LLC, has been engaged as investment banker and financial advisor. UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett Trowbridge, Esq., at McDermott Will & Emery LLP. The Committee of Unsecured Creditors is represented by Andrew Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis & Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C. Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents the Committee as local counsel. The Bankruptcy Court named Suzanne Koenig of SAK Management Services, LLC, as patient care ombudsman. Ms. Koenig hired her own firm as medical operations advisor; and Greenberg Traurig, LLP, as her counsel. The Debtors have scheduled $48,568,863 in total assets and $54,774,365 in total liabilities. FAIRMONT GENERAL: Court Comments on Third Lease Decision Motion --------------------------------------------------------------- The U.S. Bankruptcy Court Clerk noted that no action has been taken by any party since June 30, 2014, with regard to the Third Motion to Enlarge Period for Assumption or Rejection of Nonresidential Real Property Leases filed Fairmont General Hospital, Inc., et al. As a consequence of no party indicating a further interest in the prosecution of the issues raised, Judge Patrick Flatley ordered on Sept. 2, 2014 that the Third Lease Decision Motion shall be dismissed unless good cause is shown for non-dismissal within 30 days from the Sept. 2 date of entry, or action is taken to prosecute the action within the same time period. The Troubled Company Reporter previously relayed that under the Third Motion, the Debtors sought an extension of their deadline to assume or reject non-residential real property leases through Aug. 29, 2014. About Fairmont General Hospital Inc. Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which operate a 207-bed acute-care facility in Fairmont, West Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013. The fourth-largest employer in Marion County, West Virginia, filed for bankruptcy as it looks to partner with another hospital or health system. The Debtors are represented by Rayford K. Adams, III, Esq., and Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown, West Virginia. The Debtors' financial analyst is Gleason & Associates, P.C. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Hammond Hanlon Camp, LLC, has been engaged as investment banker and financial advisor. UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett Trowbridge, Esq., at McDermott Will & Emery LLP. The Committee of Unsecured Creditors is represented by Andrew Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis & Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C. Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents the Committee as local counsel. The Bankruptcy Court has named Suzanne Koenig at SAK Management Services, LLC, as patient care ombudsman. Ms. Koenig has hired her own firm as medical operations advisor; and Greenberg Traurig, LLP, as her counsel. The Debtors have scheduled $48,568,863 in total assets and $54,774,365 in total liabilities. FAMILY CHRISTIAN CATHEDRAL: Case Summary & Top Unsecured Creditor ----------------------------------------------------------------- Debtor: Family Christian Cathedral Inc. dba Miracles In Action Faith Ctr Intl 645 W Arbor Vitae ST Inglewood, CA 90301 Case No.: 14-28428 Chapter 11 Petition Date: September 27, 2014 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Hon. Thomas B. Donovan Debtor's Counsel: David T Egli, Esq. LAW OFFICE OF DAVID T EGLI 8686 Haven Avenue Ste 310 San Bernardino, CA 91730 Tel: 951-710-3536 Fax: 951-840-2285 Email: eglilaw80@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Jynona Norwood, president. The Debtor listed Jynona Norwood as its largest unsecured creditor holding a yet to be determined amount of claim. A copy of the petition is available for free at: http://bankrupt.com/misc/cacb14-28428.pdf FANNIE MAE: Chief Operating Officer to Quit Next Year ----------------------------------------------------- Terence W. Edwards, executive vice president and chief operating officer of Fannie Mae (formally, the Federal National Mortgage Association), notified the Company that he plans to leave the company during the first half of 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. To ensure a smooth transition in connection with his departure, Mr. Edwards' responsibilities for Fannie Mae's credit portfolio management organization and for overseeing Fannie Mae's work in developing and integrating to a common securitization platform were transitioned to others effective Sept. 21, 2014. Mr. Edwards continues to be responsible for oversight of other strategic initiatives and will continue to play a role in Fannie Mae's work in connection with the common securitization platform. About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. The Company's balance sheet at June 30, 2014, showed $3.21 trillion in total assets, $3.21 trillion in total liabilities and $6.11 billion in total equity. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9 percent of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. Fannie Mae reported net income of $83.98 billion on $117.54 billion of total interest income for the year ended Dec. 31, 2013, as compared with net income of $17.22 billion on $129.19 billion of total interest income for the year ended Dec. 31, 2012. FCC HOLDINGS: Gets Bankr. Court Approval to Sell 5 Schools ---------------------------------------------------------- Law360 reported that a Delaware bankruptcy judge gave for-profit education company Education Training Corp. the green light to sell five campuses in California to strategic buyer International Education Corp. as part of a multi-step, roughly $5 million transaction that started with the purchaser acquiring the 14- location Florida Career College chain prepetition. According to the report, at a hearing in Wilmington, U.S. Bankruptcy Judge Christopher S. Sontchi gave the second part of the transaction the OK after the debtor conducted hours of closed-door negotiations that resolved objections to the language of the proposed sale order from several landlords, government agencies and others. 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. The U.S. Trustee has appointed three members to the Official Committee of Unsecured Creditors. FINJAN HOLDINGS: Signs Licensing Agreement With Websense -------------------------------------------------------- Finjan Holdings, Inc., and Websense, Inc., announced that the companies have reached a mutually agreed patent license. Finjan has dismissed with prejudice the litigation entitled Finjan, Inc., v. Websense Inc., Case No. 5:13-CV-04398-BLF, pending in the Northern District of California. The terms of the license have not been disclosed. "We are satisfied with the resolution of our dispute with Websense," commented Phil Hartstein, CEO and president of Finjan. "We believe this agreement adds value for both companies and allows us to move forward in our respective businesses." Recognized internationally as a pioneer and leader in web and network security, Finjan's decades-long investment in innovation is captured in its patent portfolio, centered around software and hardware technologies capable of proactively detecting previously unknown and emerging threats on a real-time, behavior-based basis. Finjan has successfully licensed its patents and technology to several major software and technology companies around the world. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $6.07 million in 2013 following net income of $50.98 million in 2012. The Company reported a net loss of $2 million on $175,000 of revenues for the three months ended March 31, 2014. The Company's balance sheet at June 30, 2014, showed $24.51 million in total assets, $2.05 million in total liabilities and $22.46 million in total stockholders' equity. FIRST MARINER: Files Liquidating Chapter 11 Plan Following Sale --------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that First Mariner Bancorp filed a liquidating plan and explanatory disclosure statement on Sept. 15 endorsed by the official creditors' committee. According to the report, a hearing to consider approval of the disclosure statement so that voting can begin is scheduled for Oct. 17. First Mariner wants the bankruptcy judge in Baltimore to hold a confirmation hearing on Dec. 8 for approval of the plan, the report related. About First Mariner Bancorp First Mariner Bancorp, the holding company for Maryland community bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10, 2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a new bank formed by investors. The case is In re First Mariner Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice. The Debtor's bankruptcy counsel is Kramer Levin Naftalis & Frankel LLP. The Debtor's local counsel is Lawrence Joseph Yumkas, Esq., at Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland. The Debtor's regulatory and corporate counsel is Kilpatrick Townsend & Stockton LLP. The Debtor's investment banker and financial adviser is Sandler O'Neill + Partners, L.P. The Debtor has total assets of $5.45 million and total debts of $60.52 million. FIRSTPLUS FINANCIAL: Accountant Gets 40 Months for Takeover Plot ---------------------------------------------------------------- Law360 reported that a Pennsylvania accountant was sentenced to 40 months in prison for conspiring with reputed members of the Lucchese organized crime family to takeover a Texas-based mortgage lender through extortion and drain it of $12 million, forcing the lender into bankruptcy. According to the report, U.S. District Court Judge Robert Kugler handed down the sentence for Howard A. Drossner, a cofounder of the Elkins Park, Pennsylvania-based accounting firm Siegal and Drossner PC, who pled guilty in August 2013 to a count of conspiracy to commit wire fraud. Drossner was one of nine individuals indicted in the extortionate takeover and plundering of FirstPlus Financial Group Inc., along with alleged masterminds and reputed Lucchese cohorts Nicodemo Scarfo and Salvatore Pelullo, the report related. The case is U.S. v. Scarfo et al., case number 1:11-cr-00740, in the U.S. District Court for the District of New Jersey. About FirstPlus Financial Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a diversified company that provided commercial loan, consumer lending, residential and commercial restoration, facility (janitorial and maintenance) services, insurance adjusting services, construction management services and a facilities and restoration franchise business. The Company had three direct subsidiaries, Rutgers Investment Group, Inc., FirstPlus Development Company and FirstPlus Enterprises, Inc. In turn, FirstPlus Enterprises, Inc., had three of its own direct subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility Services Co., LLC and The Premier Group, LLC. FirstPlus Restoration and FirstPlus Facility jointly owned FirstPlus Restoration & Facility Services Company. Additionally, FirstPlus Development had one direct subsidiary FirstPlus Acquisitions-1, Inc. A subsidiary of FirstPlus Financial Group -- FirstPlus Financial Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, amid turmoil in the asset-backed securitization markets and the lack of a reliable, committed secondary take-out source for high LTV loans. A modified third amended reorganization plan was confirmed in that case in April 2000. FirstPLUS Financial Group filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 09-33918) on June 23, 2009. Aaron Michael Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews Incorporated, served as counsel. The Debtor had total assets of $15,503,125 and total debts of $4,539,063 as of June 30, 2008. FirstPLUS Financial Group disclosed $1,264,637 in assets and $10,347,448 in liabilities as of the Chapter 11 filing. Matthew D. Orwig was appointed as the Chapter 11 trustee in the Debtor's cases. He is represented by Peter A. Franklin, Esq., and Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP. Franklin Skierski was elevated to lead counsel from local counsel in the stead of Jo Christine Reed and SNR Denton US LLP, due to the maternity leave of Ms. Reed. Kurtzman Carson Consultants served as notice and balloting agent. FL 6801 SPIRITS: Creditors Want Chapter 11 Trustee or Examiner -------------------------------------------------------------- The Creditors, Unit Holders at Canyon Ranch Hotel & Spa Miami beach, seeks appointment of a Chapter 11 Trustee in the case of FL 6801 Spirits. The Creditors wanted to preserve the integrity of the Chapter 11 case by appointing an examiner or a trustee. The Creditors have lost faith that the Debtors can conduct the proceedings in a manner that is not only fair, but appears fair. The Debtors lack independent management, the Creditors argue. The Debtors are operated by their officers. To this end, they are incentivized to utilize the Debtors as a platform to increase the Debtors' bottom line. The Debtors have brazenly violated the Bidding Procedures Order and continue to pursue a sale transaction that cannot close and lacks creditor support. The Creditors also point to the Debtors' failure to address manifest construction defects and needed capital expenditures at the property and the Debtors' effort to exit its investment by fundamentally altering the nature of the significant life-style investment that the Creditors were induced into making the agreement. North Carillon Beach Condominium Association, Inc, et al. are represented by: Edward S. Weisfelner, Esq. Howard S. Steel, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801 - and - Scott L. Baena, Esq. Mindy A. Mora, Esq. Martin A. Schwartz, Esq. BILZIN SUMBERG BAENA PRICE & AXELROD, LLP 1450 Brickell Avenue, Suite 2300 Miami, FL 33131 Telephone: (305) 374-7580 Facsimile: (305) 351-2242 About FL 6801 Spirits FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers Holdings Inc. and three of its wholly owned subsidiaries filed voluntary Chapter 11 petitions, seeking bankruptcy protection for their condominium hotel property in Miami Beach. The affiliates are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL 6801 Collins South LLC. FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full- service, ocean front condominium hotel located at the site of the old Carillon Hotel in Miami Beach, Florida. The current operator of the hotel, Canyon Ranch Living, is not a debtor, and operations at the property are expected to continue without interruption. FL Spirits and the three affiliates companies have sought joint administration, with pleadings to be maintained at FL 6801's case docket (Bankr. S.D.N.Y. Lead Case No. 14-11691). FL Spirits has tapped Togut, Segal & Segal LLP as general bankruptcy counsel, Shutts & Bowen LLP as special real estate counsel, CBRE, Inc., as real estate broker, and Prime Clerk as claims and notice agent. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Lehman's Chapter 11 plan became effective on March 6, 2012. * * * FL Spirits is pursuing a sale process for the hotel property under 11 U.S.C. Sec. 363 where 360 Miami Hotel & Spa LLC will be the stalking horse bidder. The purchaser will acquire the hotel lot (including the spa) and 13 condominium units for $12 million, absent higher and better offers. Upon a successful closing of the transaction, the project will be managed by the Enchantment Group, an operator of award-winning resorts and destination spas, including Mii amo, a destination spa at Enchantment Resort. FL 6801 SPIRITS: Top Bidder Says Sale Is Being 'Hijacked' --------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Z Capital Partners LLC, which was named the successful bidder for Canyon Ranch Hotel & Spa in Miami Beach, Florida, said in court papers that condominium associations are attempting to "hijack" the sale process. According to the report, Z Capital told the bankruptcy court that the attempt of the associations, which have filed at least four separate objections to the sale, to "hijack the sale process" in favor of preferred bidder 6801 Collins Hotel LLC shouldn't be tolerated by the court. About FL 6801 Spirits FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers Holdings Inc. and three of its wholly owned subsidiaries filed voluntary Chapter 11 petitions, seeking bankruptcy protection for their condominium hotel property in Miami Beach. The affiliates are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL 6801 Collins South LLC. FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full- service, ocean front condominium hotel located at the site of the old Carillon Hotel in Miami Beach, Florida. The current operator of the hotel, Canyon Ranch Living, is not a debtor, and operations at the property are expected to continue without interruption. FL Spirits and the three affiliates companies have sought joint administration, with pleadings to be maintained at FL 6801's case docket (Bankr. S.D.N.Y. Lead Case No. 14-11691). FL Spirits has tapped Togut, Segal & Segal LLP as general bankruptcy counsel, Shutts & Bowen LLP as special real estate counsel, CBRE, Inc., as real estate broker, and Prime Clerk as claims and notice agent. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Lehman's Chapter 11 plan became effective on March 6, 2012. * * * FL Spirits is pursuing a sale process for the hotel property under 11 U.S.C. Sec. 363 where 360 Miami Hotel & Spa LLC will be the stalking horse bidder. The purchaser will acquire the hotel lot (including the spa) and 13 condominium units for $12 million, absent higher and better offers. Upon a successful closing of the transaction, the project will be managed by the Enchantment Group, an operator of award-winning resorts and destination spas, including Mii amo, a destination spa at Enchantment Resort. FOUR OAKS FINCORP: Changes Organization Structure ------------------------------------------------- The Board of Directors of Four Oaks Fincorp, Inc., approved changes in the executive organizational structures of it and Four Oaks Bank & Trust Company, the Company's wholly-owned subsidiary, in connection with the Company's strategy for maximizing long-term growth following the conclusion of its previously disclosed rights offering and concurrent standby offering. As part of the reorganization, Clifton L. Painter, senior executive vice president, chief operating officer and chief credit officer of the Company and the Bank, notified the Board on Sept. 22, 2014, of his decision to retire from his positions, effective Sept. 22, 2014, and take on a consulting role with the Bank. In connection with his retirement, the Company proposed a Consulting Agreement with Mr. Painter, which was approved by the Board on Sept. 22, 2014. The Company expects to enter into the Consulting Agreement with Mr. Painter on Oct. 1, 2014. The proposed Consulting Agreement has a term of 24 months, during which time Mr. Painter will serve as an independent contractor of the Bank and receive consulting fees in the amount of $11,000 per month for the first 12 months and $10,000 during the second 12 months. Furthermore, following the adoption of the Restricted Stock Plan contemplated by that certain Securities Purchase Agreement dated March 24, 2014, by and between the Company and Kenneth R. Lehman, Mr. Painter will be entitled to receive an award of 80,000 shares of restricted stock in accordance with the terms of the Restricted Stock Plan. The award will vest over the term of the Consulting Agreement, with 50% of the award vesting on each anniversary of the Consulting Agreement. The compensatory arrangements afforded under the proposed Consulting Agreement are in lieu of any other compensation or benefits to which Mr. Painter otherwise might be entitled under the Amended and Restated Executive Employment Agreement between the Company and Mr. Painter dated Dec. 11, 2008, which will be terminated along with any remaining obligations thereunder upon execution of the proposed Consulting Agreement. During the term of the Consulting Agreement, Mr. Painter is prohibited from competing with the Bank or attempting to solicit the Bank's employees. Appointment of Chief Operating Officer Also as part of the executive reorganization, on Sept. 22, 2014, the Board appointed David H. Rupp executive vice president, chief operating officer of the Company and the Bank, effective as of that same date. Mr. Rupp, age 50, became the Bank's senior vice president, strategic project manager in June 2014. Prior to joining the Bank, he most recently served as Retail Banking and Mortgage President of VantageSouth Bank from 2012 to 2014. From 2009 to 2011, Mr. Rupp served as chief executive officer of Greystone Bank and, from 2008 to 2009, he served as Senior Executive Vice President of Regions Financial Corporation. Prior to his employment with Regions Financial Corporation, Mr. Rupp held various positions at Bank of America and First Union Corporation. In connection with Mr. Rupp's appointment, the Company proposed an Amendment No. 1 to the Employment Agreement dated June 23, 2014, by and between the Bank and Mr. Rupp, which was approved by the Board on Sept. 22, 2014. Pursuant to the Employment Agreement as proposed to be amended, the Bank will pay Mr. Rupp an initial annual base salary of $240,000. In addition, Mr. Rupp will be eligible for an annual cash bonus of up to 50% of his base salary (pro-rated for 2014), the amount of which will be determined based on guidelines and performance measures mutually agreed upon by Mr. Rupp and the Chief Executive Officer of the Bank. Following the adoption of the Restricted Stock Plan, Mr. Rupp will also be entitled to receive an award of restricted stock in the amount deemed appropriate by the Board's Compensation Committee in accordance with the terms of the Restricted Stock Plan. Furthermore, Mr. Rupp will be entitled to participate in employee benefit plans made available to Company employees in comparable positions. During his employment with the Bank and for a period of one year following termination of his employment, Mr. Rupp is prohibited from competing with the Bank or attempting to solicit the Bank's customers or employees. Certain of the Company's directors and executive officers, members of their immediate families, and entities with which they are involved are customers of, and borrowers from, the Bank in the ordinary course of business. All loans and other extensions of credit made by the Bank to those individuals are made substantially on the same terms, including interest rates and collateral, as those prevailing at the time in comparable transactions with other customers. In the opinion of management, these loans do not involve more than normal risk of collectibility or contain other unfavorable features. 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. FRANCIS M. DELAPE: Bankruptcy Court Has Jurisdiction on Bello Case ------------------------------------------------------------------ Bankruptcy Judge Marvin Isgur in Houston ruled that the Bankruptcy Court has "related to" jurisdiction under 28 U.S.C. Sec. 1334 over Manny Bello's claims against Benchmark Equity Group. Resolution of the claims against Benchmark could affect the bankruptcy estate of Francis M. Delape. On May 2, 2014, Bello filed a complaint against DeLape and Benchmark. The substance of the dispute centers on a $765,000 loan from Bello to Benchmark, allegedly induced by DeLape's misrepresentations. DeLape filed an individual chapter 11 petition (Bankr. S.D. Tex. Case No. 13-34114) on July 7, 2013. The case was converted to chapter 7 on February 5, 2014. Delape listed the loan to Bello as an unsecured debt for $765,000 on his schedules. His total unsecured debts amount to $3,183,723.58. In his lawsuit, Bello alleges that in April 2012, DeLape made a series of telephone calls asking Bello for a loan to serve as the "final piece" of an exciting business opportunity involving international bonds. According to Bello, DeLape represented that he had already invested millions of his own money in the project through Benchmark, a Delaware corporation owned by DeLape. Delape personally guaranteed the loan. Bello alleges that DeLape claimed he could back the personal guarantee through his real estate holdings in Panama, totaling more than $50 million. Bello made the loan to Benchmark on May 21, 2012, and received a promissory note signed by DeLape as Chairman and CEO of Benchmark promising payment after 90 days. Bello claims that neither Benchmark nor DeLape made any payments on the note. After a series of failed promises from DeLape to make payments, Bello filed this complaint. Bello's complaint alleges that DeLape, both individually and in his representative capacity as Chairman and CEO of Benchmark, fraudulently induced Bello into making the loan. The complaint further alleges that Benchmark is the mere alter ego of DeLape and that DeLape should be held individually liable for Benchmark's actions. On June 26, 2014, the Bankruptcy Court held a scheduling conference. At the conference, the Court requested Bello to file a brief on whether the Court has subject matter jurisdiction over his claims against Benchmark, a non-debtor corporation. On July 25, 2014, Bello filed his brief. Neither DeLape nor Benchmark has filed a response brief. The case is, MANNY BELLO, Plaintiff(s), v. FRANCIS M. DELAPE, et al Defendant(s), Adv. Proc. No. 14-03165 (Bankr. S.D. Tex.). A copy of Judge Isgur's September 24, 2014 Memorandum Opinion is available at http://is.gd/2nO1F0from Leagle.com. FREESEAS INC: Sells Vessel for $3.6 Million ------------------------------------------- FreeSeas Inc. announced that it has sold to unrelated third parties the M/V 'Free Impala', a 1997-built, 24,111 dwt Handysize dry bulk carrier for a sale price of $3.6 million. Substantially all the proceeds have been used to reduce outstanding indebtedness with the National Bank of Greece (NBG), which had a mortgage on the vessel. Mr. Ion Varouxakis, the Company's Chairman, president and CEO stated, "We are pleased to announce the sale of the only laid-up vessel of our fleet in order to reduce outstanding indebtedness. Today's transaction is one more step in the direction of the Company's plan to reduce bank debt and increase operational leverage. We aspire to keep reducing outstanding bank debt and to capitalize on NBG's offer to forgive approximately $4.7 million of debt against repayment of $22 million, while creating the conditions for the acquisition of additional vessels in order to increase our income and earnings." Mr. Varouxakis added: "Today's payment of $3.3 million, in conjunction with the payment of a further $2.7 million a few days ago, brings total payments to $6 million. NBG is our last outstanding lender, and the latest payments bring the conditions for the offered debt forgiveness much closer to fruition, which would extinguish our bank debt. This is a marked improvement compared to $90 million of outstanding bank debt less than a year ago." About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. FreeSeas Inc. reported a net loss of $48.70 million in 2013, a net loss of $30.88 million in 2012 and a net loss of $88.19 million in 2011. The Company's balance sheet at March 31, 2014, showed $79.78 million in total assets, $77.41 million in total liabilities, all current, and $2.37 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. GETTY IMAGES: Bank Debt Trades at 8% Off ---------------------------------------- Participations in a syndicated loan under which Getty Images Inc. is a borrower traded in the secondary market at 91.67 cents-on- the-dollar during the week ended Friday, September 26, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.73 percentage points from the previous week, The Journal relates. Getty Images Inc. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 14, 2019, 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. GM HOLDINGS: Fitch Lowers Rating on $11BB Revolver Debt to 'BB+' ---------------------------------------------------------------- Fitch Ratings has downgraded the rating for General Motors Holdings LLC's (GM Holdings) revolving credit facilities to 'BB+' from 'BBB-'. GM Holdings is a subsidiary of General Motors Company (GM). The existing Issuer Default Ratings (IDRs) for both GM and GM Holdings are 'BB+' with a Positive Rating Outlook. KEY RATING DRIVERS Fitch previously rated GM Holdings' $11 billion revolving credit facilities at 'BBB-', one notch above GM Holdings' IDR, due to their collateral backing. Based on recent developments, the facilities' collateral is likely to be released, and Fitch now treats them as unsecured. As a result, Fitch has downgraded the credit facilities' rating to the same level as GM Holdings' IDR of 'BB+'. GM's senior unsecured notes are also rated 'BB+'. On Sept. 25, 2014, GM's corporate rating was upgraded to an investment-grade level by another rating agency. This rating change satisfied the collateral release condition in GM Holdings' revolving credit agreement, and the company now has the opportunity to request that the collateral be released. In conjunction with the collateral release, the facilities' various parent and subsidiary guarantees will also be released. In the future, if GM's corporate rating is rated below investment grade by at least two of the three major rating agencies, the guarantees will be reinstated, but the credit facilities will remain unsecured. GM's ratings continue to be supported by the auto manufacturer's low automotive leverage, strong liquidity position, reduced pension obligations, strengthened product portfolio and the free cash flow (FCF) generating capability of its automotive operations. GM's ratings are further supported by the global diversity of its business, including a strong market position in key developing markets, such as China and Latin America. The Positive Outlook reflects the trajectory of the underlying trends in GM's core business. Fitch expects the profitability of the company's North American operations to increase on a combination of pricing strength and operational efficiency. Outside North America, GM's European operation remains on track to meet or exceed its mid-decade break-even target, while the company's Chinese joint ventures (JVs) remain an important source of cash despite heightened competition in the market. The funded status of the company's pension plans has improved materially over the past several years, and the company's efforts to de-risk the plans will reduce volatility in its pension liabilities going forward. Fitch's primary concern remains the potential for GM to experience significant cash costs resulting from the substantial number of recalls announced in the first half of 2014. Although the direct costs of the recalls will be material, the greater concern is the large number of lawsuits and various investigations that have been initiated in their wake, which could potentially have a significant adverse effect on the company's cash flow and liquidity. Other concerns include GM's North American profitability, which, although improved, continues to lag certain key competitors, as well as significant restructuring activities that are underway in various international regions. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Increasing the North American EBIT margin to near 10% on a sustained basis. -- Improving the profitability of the company's European operations. -- Sustained positive FCF generation, excluding unusual items. -- Increased clarification that the follow-on costs of the recalls can be managed while keeping automotive cash liquidity at $20 billion or higher. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- A decline in cash liquidity below $20 billion for a prolonged period. -- Significant negative developments related to the recalls that result in a greater-than-expected cash outflow. -- A sustained period of negative FCF generation. -- A change in financial policy, particularly around maintaining high liquidity and low leverage. -- A need to provide extraordinary financial assistance to GMF in the case of a liquidity event at the finance subsidiary. Fitch maintains the following ratings with a Positive Outlook: GM -- Long-term IDR 'BB+'; -- Senior unsecured rating 'BB+'. GM Holdings -- Long-term IDR 'BB+'; -- Unsecured revolving credit facility 'BB+'. General Motors Financial Company, Inc. -- Long-term IDR 'BB+'; -- Senior unsecured debt 'BB+'; -- Short-term IDR 'B'; GMAC Bank GmbH -- Long-term IDR 'BB+'; -- Senior unsecured debt 'BB+'; -- Short-term IDR 'B'; -- Commercial paper 'B'; GMAC (UK) Plc -- Long-term IDR 'BB+'; -- Short-term IDR 'B'; -- Short-term debt 'B'. GOD'S HEALING HOLINESS: Case Summary & 3 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: God's Healing Holiness Christian Church, Inc. 1690 Marie Street Malabar, FL 32950 Case No.: 14-10925 Chapter 11 Petition Date: September 26, 2014 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Jeanne A Kraft, Esq. WOLFF, HILL, MCFARLIN & HERRON, P.A. 1851 West Colonial Drive Orlando, FL 32804 Tel: 407-648-0058 Fax: 407-648-0681 Email: jkraft@whmh.com Total Assets: $1.30 million Total Liabilities: $934,080 The petition was signed by Bishop Dr. Pauline Borland Senior Pastor, president. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-10925.pdf GREAT PLAINS EXPLORATION: 1st Source Bank Balks at Amended Plan --------------------------------------------------------------- The Creditor, 1st Source Bank, objected to the fifth amended plan submitted by Great Plains Exploration and its debtor-affiliates. The Creditor asserts that the fifth amended plan would deprive them of some or all of the proceeds to which the Creditor would be entitled to receive if the collateral securing the Creditor's debt were liquidated under Chapter 7. Moreover, the plan is not fair and reasonable. In addition, the plan provides that the Debtors propose to pay 100% of allowed general unsecured claims, prior to paying the full amount of the Creditor's secured claim, along with potentially unsecured claim. The controversy spawned when the Creditor agreed to extend credit to or for the benefit of the Debtors, on May 21, 2007. The Debtors defaulted on the monthly payments due and owing to the Creditor. On January 11, 2012, both the Creditors and the Debtors entered into a Consent Order stipulating that the total amount due to the Creditor as of the filing of the Bankruptcy Petition was $484,731.14. On August 12, 2014, the Debtors filed their fifth amended chapter 11 plans. 1st Source Bank is represented by: Laura S. Steehler, Esq. MARSH SPAEDER BAUR SPAEDER & SCHAAF, LLP 300 State Street, Suite 300 Erie, PA 16507 Tel: (814) 456-5301 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. HDGM ADVISORY: Examiner Appointed in Bankruptcy Case ---------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that an examiner will be appointed to conduct an investigation in the bankruptcies of HDGM Advisory Services LLC and HDG Mansur Investment Services Inc., managers of Shariah- compliant investment funds. According to the report, a bankruptcy judge in Indianapolis, for the time being, denied a request to appoint a Chapter 11 trustee or convert the case to a liquidation in Chapter 7. About HDGM Advisory Services HDGM Advisory Services, LLC, and HDG Mansur Investment Services, Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on May 21, 2014. On May 28, 2014, the Hon. James M. Carr directed the joint administration the cases of HDGM Advisory Services, LLC, and HDG Mansur Investment Services, Inc., under the lead case -- HDGM Advisory, Case No. 14-04797. HDGH Advisory disclosed $20,257,001 in assets and $7,991, 590 in liabilities as of the Chapter 11 filing. HDG Mansur disclosed $20,454,819 in assets and $12,377,542 in liabilities. According to a court filing, the Debtors don't have any secured creditors. The cases are assigned to Judge James M. Carr. The Debtors have tapped Michael W. Hile, Esq., Christine K. Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as counsel. An affiliate of the Debtors, Hamilton Proper Partners Golf Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind. Case No. 14-00461) on Jan. 24, 2014. HEARTHSIDE GROUP: S&P Assigns 'B' CCR; Outlook Stable ----------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Downers Grove, Ill.-based Hearthside Group Holdings LLC. The outlook is stable. S&P withdrew its 'B' corporate credit rating on H-Food Holdings LLC. All issue and recovery ratings remain unchanged. The ratings on Hearthside Group Holdings LLC reflect S&P's view that the company has a "weak" business risk profile and a "highly leveraged" financial risk profile. "The weak business risk profile reflects our view of Hearthside's participation in the fragmented co-manufacturing segment of the highly competitive North American packaged food industry, high customer concentration, and risk of its customers choosing to manufacture their products themselves versus outsourcing," said Standard & Poor's credit analyst Bea Chiem. "Partly offsetting those factors are the company's ability to pass through raw material costs to the majority of its customers, food manufacturers' increased outsourcing as they continue to reduce their domestic manufacturing footprint, and the company's sizable manufacturing and packaging capabilities," added Ms. Chiem. Hearthside is a leading co-manufacturer of prepared foods, bars and brownies, cookies, crackers, snacks, granola, croutons, pet food, sweeteners, and powdered beverage for large food manufacturers, such as Mondelez International, General Mills, Kellogg's, Kraft Foods Group, PepsiCo, Starbucks, and Johnson and Johnson, among others. S&P believe that Hearthside competes in a fragmented industry with few large competitors and is vulnerable to trends in the packaged food industry, although the company has benefitted from greater growth in its categories than has the industry as a whole. S&P believes that Hearthside has a high degree of customer concentration, exposing the company to the risks of losing a key customer or its customers choosing to produce products internally. Hearthside has limited commodity exposure because, by its estimation, over 90% of its revenues have pass-through pricing mechanisms, and 100% of raw material costs are passed through to its top five customers. Hearthside purchases raw materials directly through some customers and has tolling arrangements with others, all of which S&P believes will support the company's ability to sustain its margins near current levels. HELLAS TELECOM: Notes' Assignee Can't Sue Over Collapse ------------------------------------------------------- Law360 reported that a New York judge dismissed claims brought by an assignee of notes for defunct Hellas Telecommunications Sarl from suits seeking to recover EUR102 million ($131 million) pocketed by two private equity firms while allegedly driving the telecom into insolvency, finding the assignee lacks standing. According to the report, New York Supreme Court Judge Marcy S. Friedman said the assignments to plaintiff Cortlandt Street Recovery Corp. were assignments of a right of collection not of title to claims, and as such are insufficient as a matter of law to confer standing. The lead case is Cortlandt Street Recovery Corp. v. Hellas Telecommunications II SCA et al., case number 653181/2011, in the Supreme Court of the State of New York, County of New York. About Hellas Telecommunications In February 2007, Hellas Telecommunications was purchased from TPG Capital LP and Apax Partners by the Italian telecommunications giant Weather Group. The Company later suffered liquidity problems and commenced administration proceedings in the U.K. in November 2009. The administrators sold 100% of the shares of Wind Hellas to the existing owners, the Weather Group. An order placing the Company into liquidation was entered on Dec. 1, 2011. Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators petitioned for the Chapter 15 protection for the Company (Bankr. S.D.N.Y. Case No. 12-10631) on Feb. 16, 2012. Bankruptcy Judge Martin Glenn presides over the case. The Debtor estimated assets and debts of more than $100,000,000. The Debtor did not file a list of creditors together with its petition. The petitioners are represented by Howard Seife, Esq., at Chadbourne & Parke LLP. HENRY CO: S&P Affirms 'B' CCR & Revises Outlook to Negative ----------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Henry Co. LLC and revised its outlook to negative from stable. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to Henry's proposed six-year $165.3 million senior secured term loan and $20 million senior secured revolving credit facility. The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%) recovery in the event of payment default. The company will use proceeds from the proposed term loan facility, along with borrowings under a separate credit facility, to repay its outstanding debt and issue a dividend to its owners, private equity sponsor Graham Partners. S&P's rating affirmation and negative outlook represent the company's increased leverage to nearly 6x for the purpose of dividend issuance and refinancing. Standard & Poor's forecast indicates leverage will remain above 5x through 2016 despite 20% expected growth in EBITDA by the end of 2015. S&P has incorporated into its forecast a continued slow but choppy recovery in nonresidential construction activity that leads to moderate increases in high single-digit performance growth in EBITDA. Note that Henry Co. is privately owned and does not publicly disclose its financial statements. The negative outlook reflects the risk that leverage measures could remain elevated, with a debt to EBITDA leverage ratio of 6x or higher should Henry's sales and EBITDA fall short of targets. "We expect the company to steadily improve EBITDA and cash flow generation in 2015, which will reduce leverage to about 5x," said Standard & Poor's credit analyst Pablo Garces. "However, given Henry's small size and levels of free cash flow, modest decreases in EBITDA can cause leverage to spike and liquidity to possibly become constrained." S&P would downgrade Henry if debt to EBITDA increased above 6x and if other credit measures such as FFO to debt worsened over the next one to two years. This could occur if repair and remodel growth fails to improve as expected, leading to EBITDA growth and EBITDA margins falling short of expectations. S&P would also downgrade the company if it undertook additional dividends financed by debt before significant de-leveraging. While S&P views an upgrade to be unlikely, it would consider raising its rating on the company if it significantly reduced leverage to approximately 4x and if private equity ownership reduced its stake in the company, leading S&P to view the company's financial policy as less aggressive. HONK'S INC: Idaho Chain Closes Remaining Five Outlets ----------------------------------------------------- Audrey Dutton, writing for the Idaho Statesman, reported that the Honk's $1.00 discount stores have shuttered all five of the remaining locations after the Company's bankruptcy plan failed. Honk's laid off its employees and handed over its equipment and store inventory to its lender, Bank of the Cascades, according to court filings. According to the report, the company told federal bankruptcy judge Terry L. Myers that it hadn't been able to rebuild its business and follow through with the original bankruptcy plan. Honk's Inc. a seven-store Idaho retailer doing business as Honk's $1.00, filed a bankruptcy petition on Jan. 11, 2013, in Boise (Bankr. D. Idaho Case No. 13-00054) for protection from creditors under Chapter 11. The chain had $16.8 million in revenue in 2011 and $12.8 million in 2012, according to a court filing. Assets were listed with a value of $1.7 million against debt totaling $4.2 million, including $1.1 million owing to secured creditors. HOTEL OUTSOURCE: No Longer Owns Any Operations ---------------------------------------------- Previously, on March 25, 2014, Hotel Outsource Management International, Inc., entered into an agreement with HOMI Industries Ltd., Daniel Cohen and Moise Laurent Elkrief. Mr. Cohen is the president, a director and a shareholder of HOMI. Mr. Elkrief is the beneficial owner of the HOMI shares which are held in the name of Tomwood Limited, which is the majority shareholder of HOMI. The Agreement had been approved by HOMI's Board on March 20, 2014. The effectiveness of this Agreement is contingent upon receipt of the approval by the holders of a majority of HOMI's issued and outstanding shares that are not held by Cohen or Tomwood. Pursuant to the Agreement, all of HOMI's debt, in an amount of approximately $900,000, will be assigned from HOMI to HOMI Industries Ltd, and there will be a restructuring of HOMI's subsidiaries such that all of its operations subsidiaries, namely, Industries, HOMI Israel Ltd., HOMI UK Limited, HOMI USA, Inc., HOMI Canada Inc. and HOMI Florida, LLC, will be wholly owned subsidiaries of Industries. Upon such assignment and restructuring, the total amount of debt in Industries and those subsidiaries will be approximately $4,100,000. Cohen and Elkrief will then acquire Industries, including all of such debt and all of those subsidiaries and all of their debt, in consideration for the payment of $1 (one US dollar). Messrs. Cohen and Elkrief have also agreed to indemnify HOMI in respect of certain liabilities. On Sept. 5, 2014, the closing of the Agreement took place, where the Agreement was implemented. As a result, HOMI no longer owns any operations or any operational subsidiaries. Resignation of Kalman Huber as a Director On Sept. 5, 2014, Kalman Huber tendered his resignation as a director of Hotel Outsource Management International, Inc., effective Sept. 5, 2014. In addition, Mr. Huber has resigned from his position as a director or officer of HOMI's affiliate, HOMI Europe S.A.R.L., effective Sept. 5, 2014. Mr. Huber's resignations follow on from the successful closing and completion, on Sept. 5, 2014, of the transaction by which HOMI sold its operations, pursuant to the Agreement which was reported in HOMI's previous filings. The resignations are unrelated to HOMI's policies or practices. Resignation of Jacob Ronnel as a Director On Sept. 5, 2014, Jacob Ronnel tendered his resignation as a director of HOMI, effective Sept. 5, 2014. Mr. Ronnel's resignation follows on from the successful closing and completion, on Sept. 5, 2014, of the transaction by which HOMI sold its operations, pursuant to the Agreement which was reported in HOMI's previous filings. The resignation is unrelated to HOMI's policies or practices. Resignation of Daniel Cohen as a Director and CEO/CFO/President On Sept. 5, 2014, Daniel Cohen tendered his resignation as a director of HOMI and from all offices held in HOMI, including the offices of CEO, CFO and president, all effective Sept. 5, 2014. In addition, Mr. Cohen has resigned from his position as a director or officer of HOMI's affiliate, HOMI Europe S.A.R.L. , effective Sept. 5, 2014. Mr. Cohen's resignations follow on from the successful closing and completion, on Sept. 5, 2014, of the transaction by which HOMI sold its operations, pursuant to the Agreement which was reported in HOMI's previous filings. The resignations are unrelated to HOMI's policies or practices. CEO Appointment On Sept. 5, 2014, the board of directors appointed Mr. Avraham Bahry to serve as the Company's president, CEO and CFO. Mr. Bahry has been a director of HOMI since December 2004 and its Chairman from December 2004 to 2011. Mr. Bahry established Mul-T-Lock Ltd., an Israeli corporation, in 1973, which he grew into a multi- national holding company in the business of products and services for the protection of life and property. Mr. Bahry sold Mul-T- Lock Ltd. in 1999 and has worked as a consultant since then. About Hotel Outsource New York-based Hotel Outsource Management International, Inc., is a multi-national service provider in the hospitality industry, supplying a range of services in relation to computerized minibars that are primarily intended for in-room refreshments. The Company's balance sheet at June 30, 2014, showed $4.45 million in total assets, $4.46 million in total liabilities and a stockholders' deficit of $19,000. The Company has suffered recurring losses from operations and has a net working capital deficiency that raises substantial doubt about its ability to continue a going concern, according to the Company's quarterly report for the period ended June 30, 2014. HOVNANIAN ENTERPRISES: Extends Expiration of Consent Solicitation ----------------------------------------------------------------- Hovnanian Enterprises, Inc., announced that its wholly owned subsidiary, K. Hovnanian Enterprises, Inc., has modified the terms of its solicitation of consents to amend the indenture governing K. Hovnanian's 7.25% Senior Secured First Lien Notes due 2020, as set forth in a Supplement to the Consent Solicitation Statement, dated Sept. 25, 2014. As discussed in the Supplement, the terms of the Consent Solicitation with respect to the First Lien Notes have been modified to further extend the expiration date, increase the consent consideration and amend the Proposed Amendments thereunder. The expiration date for the Consent Solicitation has been extended to 5:00 p.m., New York City time, on Sept. 29, 2014. Holders of First Lien Notes who validly deliver consents on or prior to the First Lien Notes Expiration Date will now be eligible to receive consent consideration equal to $5.00 per $1,000 principal amount of First Lien Notes for which consents have been validly delivered prior to the First Lien Notes Expiration Date (and not validly revoked). As modified as set forth in the Supplement, the Proposed Amendments modify the definition of "Permitted Indebtedness" in the Indenture to permit K. Hovnanian, the Company and its Restricted Subsidiaries to incur additional Indebtedness in an amount not to exceed $300 million, provided that the net cash proceeds of such Indebtedness initially incurred be pledged as collateral under the Indenture and not be used to invest in assets of a type not constituting collateral under the Indenture. Holders who have previously delivered consents do not need to redeliver those consents or take any other action in response to this announcement in order to consent or receive the increased consent consideration upon the successful conclusion of the Consent Solicitation. J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are the Solicitation Agents in connection with the Consent Solicitation. Persons with questions regarding the Consent Solicitation should contact J.P. Morgan Securities LLC at (212) 270-1200 (collect) or (800) 245-8812 (toll-free) (Attention: Liability Management Group), Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll-free) (Attention: Liability Management Group) or Credit Suisse Securities (USA) LLC at (212) 325-2476 (collect) or (800) 820-1653 (toll-free) (Attention: Liability Management Group). Requests for copies of the Solicitation Documents and other related materials should be directed to Global Bondholder Services Corporation, the Information and Tabulation Agent for the Consent Solicitation, at (212) 430-3774 (collect) or (866) 470-4200 (toll- free). About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. Hovnanian Enterprises posted net income of $31.29 million on $1.85 billion of total revenues for the year ended Oct. 31, 2013, as compared with a net loss of $66.19 million on $1.48 billion of total revenues during the prior year. As of July 31, 2014, the Company had $1.89 billion in total assets, $2.33 billion in total liabilities and a $443.12 million total deficit. * * * As reported by the Troubled Company Reporter on April 25, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'. "The upgrade reflects strengthening operating performance supported by the broader recovery in the housing market that, we believe, should support modest profitability in 2013," said Standard & Poor's credit analyst George Skoufis. In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-' from 'CCC'. The upgrade and the Stable Outlook reflects HOV's operating performance year-to-date (YTD), adequate liquidity position, and moderately better prospects for the housing sector during the remainder of this year and in 2014. As reported by the TCR on Jan. 9, 2014, Moody's Investors Service raised the Corporate Family Rating of Hovnanian Enterprises, Inc., to B3 from Caa1. The upgrade of the Corporate Family Rating to B3 reflects Hovnanian's improved financial performance including improvement in interest coverage to slightly above 1x and finally turning net income positive for the fiscal year 2013. IDEARC INC: 5th Cir. Refuses Rehearing of $9.8BB Suit v. Verizon ---------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit denied Idearc Inc.'s request for a rehearing of the $9.8 billion lawsuit by its creditors against former parent Verizon Communications Inc. To recall, the Fifth Circuit, in July, upheld a federal judge's dismissal of the case. The appeal is U.S. Bank NA v. Verizon Communications Inc., 13- 10752, U.S. Court of Appeals for the Fifth Circuit (New Orleans). The lawsuit in Dallas is U.S. Bank NA v. Verizon Communications Inc., 10-01842, U.S. District Court, Northern District of Texas (Dallas). About Idearc Inc. Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as SuperMedia Inc., is the second largest U.S. yellow pages publisher. Idearc was spun off from Verizon Communications, Inc. Idearc and its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 09-31828) on March 31, 2009. The Debtors' financial condition as of Dec. 31, 2008, showed total assets of $1,815,000,000 and total debts of $9,515,000,000. Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented the Debtors in their restructuring efforts. The Debtors tapped Moelis & Company as their investment banker; Kurtzman Carson Consultants LLC as their claims agent. William T. Neary, the United States Trustee for Region 6, appointed six creditors to serve on the official committee of unsecured creditors. The Committee selected Mark Milbank, Tweed, Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co- counsel. Idearc completed its debt restructuring and its plan of reorganization became effective as of Dec. 31, 2009. In connection with its emergence from bankruptcy, Idearc changed its name to SuperMedia Inc. Under its reorganization, Idearc reduced its total debt from more than $9 billion to $2.75 billion of secured bank debt. Less than two years since leaving bankruptcy protection, SuperMedia remains in quandary. Early in October 2011, Moody's Investors Service slashed its corporate family rating for SuperMedia to Caa1 from B3 prior. The downgrade reflects Moody's belief that revenues will continue to decline at a double digit rate for the foreseeable future, leading to a steady decline in free cash flow. SuperMedia's sales were down 17% for the second quarter of 2011 in a generally improving advertising sector. Moody's ratings outlook for SuperMedia remains negative. While SuperMedia is attempting to transition the business away from its reliance on print advertising through development of online and mobile directory service applications, Moody's is increasingly concerned that the company will not be able to make this change quickly enough to stabilize the revenue base over the intermediate term. Further, the high fixed cost nature of SuperMedia's business could lead to steep margin compression, notwithstanding continued aggressive cost management. INFINITY ENERGY: Amends 8-K Report in Response to SEC Comments -------------------------------------------------------------- Infinity Energy Resources, Inc., filed an amended current report on Form 8-K in response to a letter from the staff of the U.S. Securities and Exchange Commission, dated Sept. 15, 2014, regarding the September 5 Report. The disagreement with MaloneBailey, LLP, as outlined in the September 5 Report related to the capitalization of certain costs included in the Company's Oil and Gas properties for the years 2013, 2012 and periods prior to 2012. The Company's judgment and the predecessor auditor's opinion are that fees paid for training Nicaraguan government officials as required by the concession agreement, office facilities as required by the concession, certain legal costs related to official introductions and public relations and other costs incurred in connection with the Company's Nicaraguan oil and gas concessions, which are its only assets in Nicaragua, are acquisition and development costs and, accordingly, are properly capitalized and disclosed in the financial statements. Malone believes these do not meet the definition in Regulation S-X 4-10 for capitalization. Malone also disagreed with the Company's valuation of certain stock options and warrants in 2011 and 2012 due to Malone's belief that the volatility calculations in the Black Scholes model contained formula errors and Malone disagreed with certain of the assumptions utilized to determine volatility. The Company reviewed the valuation and discussed the valuation method with the predecessor auditors and disagrees with Malone. The board of directors of the Company, which also functions as its Audit Committee, has discussed the subject matter of each of the disagreements. The Company submitted a request to the Securities and Exchange Commission requesting an interpretation of S-X 4-10 and its applicability to the capitalized Oil and Gas costs. The board of directors reviewed the letter and participated in the conference call with the SEC staff regarding the accounting treatment of the items in questions. The SEC staff directed the Company to evaluate each transaction under S-X 4-10 and determine if each cost met the definitions in 4-10 based on the evidence. The Company has authorized Malone to respond fully to the inquiries of its successor accountant concerning the subject matter of any disagreements without limitation. The Company has made the successor auditor aware of the disagreements and encouraged the successor auditor to discuss the disagreements with Malone. The Company provided L.L. Bradford & Company, the successor auditor, with information relating to the accounting treatment of capitalized property under Rule 4-10. However, MaloneBailey, LLP, said in a letter addressed to the SEC that it has not been contacted by the successor auditor regarding the disagreements enumerated in the 8-K. As reported by the TCR on Sept. 12, 2014, the Company dismissed MaloneBailey, LLP, as the Company's independent registered public accounting firm effective Sept. 5, 2014. The Company engaged L.L. Bradford & Company as replacement. About Infinity Energy Overland Park, Kansas-based Infinity Energy Resources, Inc., and its subsidiaries, are engaged in the acquisition and exploration of oil and gas properties offshore Nicaragua in the Caribbean Sea. Infinity Energy disclosed net income of $2.90 million for the year ended Dec. 31, 2012, as compared with a net loss of $3.52 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $4.76 million in total assets, $5.74 million in total liabilities, $15.17 million in redeemable, convertible preferred stock, and stockholders' deficit of $16.15 million. EKS&H LLLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses, has no on-going operations, and has a significant working capital deficit, which raises substantial doubt about its ability to continue as a going concern. IRISH BANK: Can Remarket Blackrock Loans After EUR24M Sale Fails ---------------------------------------------------------------- Law360 reported that a Delaware bankruptcy judge denied a bid from a shareholder of Ireland's Blackrock Clinic to be declared the purchaser of Irish Bank Resolution Corp. loans secured by shares in the hospital after the EUR24 million sale failed to close in connection with a dispute with his financial backer. According to the report, at a hearing in Wilmington, U.S. Bankruptcy Judge Christopher S. Sontchi said that Joseph Sheehan, who is one of a group of borrowers who claim they were defrauded out of $11 million by IBRC's defunct predecessor Anglo Irish Bank, "didn't have a legal leg to stand on" with his request. About Irish Bank Resolution Irish Bank Resolution Corp., the liquidation vehicle for what was once one of Ireland's largest banks, filed a Chapter 15 petition (Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect U.S. assets of the former Anglo Irish Bank Corp. from being seized by creditors. Irish Bank Resolution sought assistance from the U.S. court in liquidating Anglo Irish Bank Corp. and Irish Nationwide Building Society. The two banks failed and were merged into IBRC in July 2011. IBRC is tasked with winding them down and liquidating their assets. In February, when Irish lawmakers adopted the Irish Bank Resolution Corp., IBRC was placed into a special liquidation in the Irish High Court to complete liquidation and distribution of the two banks' assets. IBRC's principal asset as of June 2012 was a loan portfolio valued at some EUR25 billion (US$33.5 billion). About 70 percent of the loans were to Irish borrowers. Some 5 percent of the portfolio was under U.S. law, according to a court filing. Total liabilities in June 2012 were about EUR50 billion, according to a court filing. Most assets in the U.S. have been sold already. IBRC is involved in lawsuits in the U.S. IBRC was granted protection under Chapter 15 of the U.S. Bankruptcy Code in December 2013. Kieran Wallace and Eamonn Richardson of KPMG have been named the special liquidators. ISC8 INC: Files Bankruptcy Petition in California ------------------------------------------------- ISC8 Inc. filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Central District of California, Santa Ana division (Bankr. C.D. Cal. Case No. 14-15750) on Sept. 23, 2014. The petition was signed by Kirsten Bay as president and CEO. The Company continues to operate its business and manage its financial affairs as a debtor-in-possession, pursuant to Sections 1107(a) and 1108 of the United States Bankruptcy Code. The Company's Chief Executive Officer and President, J. Kirsten Bay, is the designated officer for all matters pertaining to the bankruptcy proceeding. In the event Ms. Bay is no longer available to serve as the designated officer for those purposes, then John Vong, the Company's senior vice president and chief financial officer, will take Ms. Bay's place as the designated officer. The Company intends to submit its plan of reorganization for approval by the Court as soon as reasonably practicable. It is anticipated that the Plan will allow the Company to continue as a reporting company under the Securities Exchange Act of 1934, as amended. The Debtor estimated assets of $1 million to $10 million and reported total liabilities of $14 million. Ezra Brutzkus Gubner LLP serves as the Debtor's counsel. The case is assigned to Judge Scott C. Clarkson. JAMES ROTH: Dist. Judge Won't Disturb Ruling on Plikaytis Claim --------------------------------------------------------------- District Judge Cynthia Bashant rejected Anice M. Plikaytis' appeal from a bankruptcy court's decision to discharge a portion of the state court judgment in her favor against James Roth. Plikaytis successfully sued Roth in California state court in 2009. She was awarded damages totaling $9.4 million against Roth and other defendants. Roth filed for Chapter 11 bankruptcy on May 3, 2010. Plikaytis then filed a complaint objecting to the dischargeability of the state court judgment as to Roth. Plikaytis alleged the judgment was nondischargeable because it was based on fraud under 11 U.S.C. Sec. 523(a)(2), 11 U.S.C. Sec. 523(a)(4), and 11 U.S.C. Sec. 523(a)(6) (counts 1, 2, and 3, respectively). The bankruptcy court granted partial summary judgment, finding Roth's $52,000 debt for failure to pay mortgages was precluded from discharge under Sec. 523(a)(6). In its pretrial order, the bankruptcy court noted that the previously awarded $52,000 would be credited against any further award for failure to pay mortgages. After the adversary proceeding, the bankruptcy court found nondischargeable a $90,000 debt for misuse of mortgage payments owed to Plikaytis, along with other nondischargeable awards for a total of $2,997,000. The remaining debts were discharged. Roth appealed the judgment, and Plikaytis filed a cross-appeal. The District Court previously ruled on Roth's appeal, affirming the bankruptcy court's legal and factual findings. The Court now turns to Plikaytis' cross-appeal. In her appeal, Plikaytis argues seven claims. First, she argues the punitive damages award of $500,000 in the state court judgment was erroneously discharged. Second, she challenges the discharge of the state court's awards of attorneys' fees and costs. Third, she argues that the $52,000 liability should not have been subsumed within the $90,000 award. Fourth, she argues that the bankruptcy court erroneously denied her motion for attorneys' fees for the adversary proceeding. Fifth, she argues the mechanics liens claim related back to the initial Complaint. Sixth, she argues the bankruptcy court erred when issuing the pretrial order. Seventh, she argues she did not waive an award of interest on the debts by failing to move to include it. The Court finds no merit in Plikaytis' appeal. Therefore the Court affirms the judgment in its entirety. A copy of the District Court's September 23, 2014 is available at http://is.gd/w2O2DBfrom Leagle.com. KANGADIS FOOD: Buyer Class in $261M Row Wins Cert. in Co.'s Ch. 11 ------------------------------------------------------------------ Law360 reported that a New York bankruptcy judge certified a nationwide class of consumers whose stayed $261 million suit accused Kangadis Food Inc. of duping consumers into believing its olive oil was 100 percent pure when it was actually derived from olive pomace, an industrially produced and chemically derived fat. According to the report, U.S. Bankruptcy Judge Robert E. Grossman's decision upheld U.S. District Judge Jed S. Rakoff's December 2013 decision, which certified the same class in a related suit in New York federal court. About Kangadis Food Formed in 2003, Kangadis Food Inc. is an importer of olives and other European delicacies, and a leading distributor of olive oil. The Debtor sells its products under the brand names "Capatriti," "Porto," "Olio Villa," "Zorba," and "Kivotos". The company is 100% owned by the Kangadis family. The company says that for the past six years, the popularity of its olive oil product sold under the brand name "Capatriti" has grown over time, and it is one of the leading brands in the New York metropolitan area. As of its bankruptcy filing, Kangadis Food employs 51 people, and operates from a 75,000 square foot facility located in Hauppauge, New York, that serves as a warehouse, production facility, and shipping center. Kangadis Food Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 8-14-72649) in the Central Islip division, in New York, on June 6, 2014. Themistoklis Kangadis signed the petition as chief executive officer. As of the Dec. 31, 2013, the Debtor, on an unaudited basis, had total assets of $12,259,802 and total liabilities of $6,136,456, which amount does not include any disputed claim relating to the class action. Judge Robert E. Grossman presides over the case. Silverman Acampora LLP, in Jericho, New York, serves as the Debtor's counsel. LEGEND ENERGY: Parent Puts Business Into Bankruptcy --------------------------------------------------- Legend Oil and Gas Ltd. on Sept. 26 disclosed that on September 19, 2014, Legend Oil and Gas, Ltd. has placed its wholly owned subsidiary, Legend Energy Canada, Ltd. (a Canadian company, "LEC"), into an Assignment for the General Benefit of Creditors in the Court of Queen's Bench in Bankruptcy and Insolvency, Province of Alberta, Canada, for relief under the Bankruptcy and Insolvency Act of Canada. It has named KPMG, Inc. of Canada as the Trustee. "We have proceeded in a strategic manner to place LEC into bankruptcy. LEC's assets historically did not produce the operating or financial results that Legend's prior management team had anticipated, which significantly encumbered both LEC and Legend, as LEC's parent company. Further, the majority of the assets were taken into receivership by the National Bank of Canada in April of 2014, leaving the balance sheet at LEC with essentially nothing but liabilities." stated Chief Financial Officer, Warren Binderman. "The process we followed to place LEC into bankruptcy commenced with Legend negotiating and obtaining a full release earlier this quarter, of all Legend's obligations under certain bank debt LEC incurred with the National Bank of Canada ("NBC"). This full release gives Legend the flexibility and ability to move forward, unencumbered by these obligations which had been hanging over our heads, and limiting our ability to obtain further funding to enhance operations." Further, Mr. Binderman states, "while it is unfortunate to place any entity into bankruptcy, we firmly believe this action is in the best interest of our shareholders and many stakeholders. We are now fully able to clean up our balance sheet by writing off LEC's liabilities from the consolidated financial statements, which will result in a gain on debt forgiveness during the third quarter of 2014." Andrew Reckles, Chief Restructuring Officer notes "over the past several months we have seen the results of our drilling programs come to fruition. The LEC bankruptcy accomplishes many things for Legend, foremost among them is unencumbering the Company from an albatross that has been hanging around our necks for some time, limiting certain potential credit facilities and capital providers from working with us, and allowing us to seek and implement more traditional, lower cost financing solutions for our continuing growth plans in Kansas and other areas in the mid-continent. This step firmly allows us to move forward with our restructuring in an efficient and streamlined way to positively benefit the shareholders and stakeholders of Legend." Mr. Reckles continued "Marshall Diamond-Goldberg, our current CEO, has been on the ground, in Kansas, ensuring our drilling program continues to produce the results needed, and we have seen the fruits of that labor. In June, at the beginning of the restructuring total combined production at Legend was approximately 8 BOPD, but as of the end of September Legend has combined total daily production of over five times that number, and growing. His contributions to this effort have been immeasurable." Mr. Binderman stated "this puts closure to a matter that has been hindering our go-forward abilities, and the entire executive team is quite happy to have transitioned LEC out of the Company and into the capable hands of KPMG, Inc. as Trustee." About Legend Oil and Gas Ltd. Legend Oil and Gas Ltd. is a managed risk, oil and gas exploration/exploitation, development and production company with activities currently focused on leases in southeastern Kansas. LEHMAN BROTHERS: 2nd Circ. Won't Rehear $4B Barclays Asset Fight ---------------------------------------------------------------- Law360 reported that the Second Circuit declined to rehear The Lehman Brothers Inc. liquidating trustee's bid to reclaim $4 billion in Lehman trading collateral that was picked up by Barclays PLC after the collapse of Lehman's parent company. According to the report, the Second Circuit panel in August upheld a lower court's interpretation of the complicated contracts surroundings Barclay's 2008 deal for LBI denied trustee James Gidden's request for rehearing, and the full court denied his petition for an en banc rehearing. The decision did not explain the court's reasoning, the report said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Barclays Pays $15M to Settle SEC Claim ------------------------------------------------------- Law360 reported that Barclays Capital Inc. agreed to pay $15 million to settle U.S. Securities and Exchange Commission claims that it had widespread compliance failures in the investment advisory business it acquired at the collapse of Lehman Brothers Holdings Inc. According to the report, among other shortcomings, Barclays engaged in more than 1,500 improper principal trades with advisory clients, enforcement staffers said in a settlement order filed in the SEC's administrative court. Those transactions generally are prohibited unless the adviser has disclosed the trade with its client, the report said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: JPMorgan Aims to Kill $8.6 Billion Suit -------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that JPMorgan Chase Bank NA asked U.S. District Judge Richard J. Sullivan in New York to dismiss the remainder of the $8.6 billion lawsuit on behalf of creditors of Lehman Brothers Holdings Inc. The report related that the investment bank sued in May 2010, contending JPMorgan "abused the power of its position to improperly extract billions in incremental collateral and other concessions" days before Lehman filed for bankruptcy in September 2008. The district court suit is Lehman Brothers Holdings Inc. v. JPMorgan Chase Bank NA (In re Lehman Brothers Holdings Inc.), 11- 6760, U.S. District Court, Southern District of New York (Manhattan). The lawsuit in bankruptcy court is Lehman Brothers Holdings Inc. v. JPMorgan Chase Bank NA (In re Lehman Brothers Holdings Inc.), 10-03266, U.S. Bankruptcy Court, Southern District of New York (Manhattan). About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Sues Mizuho in Swap Dispute -------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Lehman Brothers Holdings Inc. filed a lawsuit against Mizuho International Plc to wind up disputes over a swap agreement the London-based investment bank terminated when Lehman went bust in September 2008. According to the report, in the complaint, Lehman asks the U.S. Bankruptcy Court in Manhattan to deny Mizuho's two claims, each seeking $34.1 million, and asks the Court to direct Mizuho to pay about $70.5 million. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEVEL 3: Disaggregates Network Related Expenses ----------------------------------------------- Level 3 Communications, Inc., disclosed with the U.S. Securities and Exchange Commission that effective with the filing of its quarterly report on Form 10-Q for the three and nine months ended Sept. 30, 2014, it will change the presentation and classification of certain expense items in the Consolidated Statements of Operations. While Level 3 believes that its historical accounting treatment was an acceptable accounting policy under accounting principles generally accepted in the United States, after completing the comment review process with the Staff of the Securities and Exchange Commission, the Company concluded that it will disaggregate "Network Related Expenses" from "Selling, General and Administrative Expenses" in its Consolidated Statements of Operations and change the description of "Cost of Revenue" in its Consolidated Statement of Operations to "Network Access Costs." Level 3 is making this change to provide additional transparency into certain expense items incurred relative to its communication network that are in addition to the network access costs paid to third parties. Historically, the Company has included "network related expenses" including facility rent, utilities, maintenance and other costs, each related to the operation of Level 3's communications network, as well as salaries, wages and related benefits (including non- cash stock-based compensation expenses) associated with personnel who are responsible for the delivery of services, operation and maintenance of its communications network, and accretion expense on asset retirement obligations, but excluding depreciation and amortization, within the line item "Selling, General and Administrative Expenses" in its Consolidated Statement of Operations. On a going forward basis, these network related expenses will be reported under a separate line item, "Network Related Expenses," in the Company's Consolidated Statement of Operations. After the disaggregation is effective, "Selling, General and Administrative Expenses" will include the salaries, wages and related benefits (including non-cash, stock-based compensation expenses) and the related costs of corporate and sales personnel, travel, insurance, non-network related rent, advertising, and other administrative expenses. In addition, the Company will change the description of "Cost of Revenue" in its Consolidated Statement of Operations to "Network Access Costs." Network Access Costs will continue to include leased capacity costs, right-of-way costs, access charges, satellite transponder lease costs and other third party costs directly attributable to providing access to customer locations from the Level 3 network. Network Access Costs will continue to exclude Network Related Expenses, and depreciation and amortization. Network Access Costs do not include any employee expenses or impairment expenses; these expenses are allocated to Network Related Expenses or Selling, General and Administrative Expenses. The changes do not affect the Company's previously reported Consolidated Total Costs and Expenses, Operating Income, Net Loss or Loss per Share in the Consolidated Statement of Operations, or any items reported in the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Loss, Cash Flows or Changes in Stockholders' Equity (Deficit). A copy of the Form 8-K report is available for free at: http://is.gd/lfViJH About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. Level 3 incurred a net loss of $109 million in 2013, a net loss of $422 million in 2012, and a net loss of $756 million in 2011. * * * In June 2014, Fitch Ratings upgraded the Issuer Default Rating (IDR) assigned to Level 3 Communications, Inc. (LVLT) and its wholly owned subsidiary Level 3 Financing, Inc. (Level 3 Financing) to 'B+' from 'B'. "The upgrade of LVLT's ratings is supported by the continued strengthening of the company's credit profile since the close of the Global Crossing Limited (GLBC) acquisition, positive operating momentum evidenced by expanding gross and EBITDA margins, and ongoing revenue growth within the company's Core Network Services (CNS) segment and its position to generate meaning FCF," Fitch stated. In June 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Level 3 to 'B' from 'B-'. "The upgrade reflects improved debt leverage, initially from the acquisition of the lower-leveraged Global Crossing in October 2011, and subsequently from realization of the bulk of what the company expects to eventually be $300 million of annual operating synergies," said Standard & Poor's credit analyst Richard Siderman. LEO MOTORS: Signs 10-Year License Agreement with TPT ---------------------------------------------------- Leo Motors, Inc., entered into a license agreement with TPT, Co., Ltd., pursuant to which TPT granted to the Company a worldwide, non-exclusive, right and license to use certain patented and yet to be patented inventions. Pursuant to the License granted to the Company by TPT, the Company may (i) utilize the Licensed Materials exclusively in the development and invention of new products for use and sale in the product categories of automobiles, vessels and energy storage equipment, and (ii) may sell products utilizing the Licensed Materials in the product categories of automobiles, vessels and energy storage equipment. TPT will remain responsible for the product development, production and delivery of the Licensed Materials. However, the Company will be responsible for product development, production and delivery of any new inventions it creates utilizing the Licensed Materials. The Agreement will have an initial term of 10 years, which may be extended by mutual agreement of both parties. As consideration for the License granted, the Company will grant TPT 2,000,000 shares of the Company's restricted common stock, par value $0.001. If, on Sept. 19, 2015, the then market value of the Shares will not equal or exceed 200,000,000 KRW (South Korean Won), the Company shall purchase the Shares that TPT still owns from TPT at a price equal to 200,000,000 KRW, based upon the assumption that TPT remains the owner of 100% of the Shares. If any of the License Materials lose their status as registered patents, the License Fee shall be adjusted to reflect such status change within 3 months of such change, upon the mutual agreement of both parties. A copy of the License Agreement is available for free at: http://is.gd/2Vi3Xn About Leo Motors Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo Motors, Inc., a Nevada corporation, is currently engaged in the research and development of multiple products, prototypes and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. In 2011, the Company determined its investment in Leo B&T Inc. an investment account was impaired and recorded an expense of $4.5 million. During the 2012 year the Company had a net non operating income largely from the result of the forgiveness of debt for $1.3 million. Leo Motors reported a net loss of $1.24 million on $0 of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.88 million on $25,605 of revenues during the prior year. As of June 30, 2014, the Company had $1.15 million in total assets, $1.92 million in total liabilities and a $766,257 total deficit. John Scrudato CPA, in Califon, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant losses since inception of $16,871,850. This and other factors raise substantial doubt about the Company's ability to continue as a going concern. MAHALO ENERGY: Suit Against Gallacher Stays in Oklahoma ------------------------------------------------------- Chief District Judge Gregory K. Frizzell in Oklahoma tossed the Motion to Transfer Venue Pursuant to 28 U.S.C. Sec. 1404 filed by P. David Newsome, Jr., Liquidating Trustee of Mahalo Energy (USA), Inc., which seeks to transfer a lawsuit to the U.S. District Court for the District of Delaware, where he has filed suit against defendants Jeff G. Lawson and Grant A. MacKenzie, asserting claims for alleged breach of fiduciary duties in their capacity as attorneys for Mahalo Energy (USA) and its parent, Mahalo Energy Ltd. The Defendants oppose the motion. Judge Frizzell said Newsome has not met his burden of establishing that the District Court of Delaware has personal jurisdiction over all defendants. Judge Frizzel, however, granted Newsome's Request for Judicial Notice, requesting the court to take notice of the Complaint filed in the Delaware court. The parties are directed to file a Joint Status Report by Oct. 8, 2014. P David Newsome, Jr, is represented by: Ali MM Mojdehi, Esq. Janet Dean Gertz, Esq. COOLEY LLP 4401 Eastgate Mall San Diego, CA 92121-1909 Tel: 858-550-6055 Fax: 858-550-6420 E-mail: amojdehi@cooley.com jgertz@cooley.com - and - Joshua D Wells, Esq. William Bernard Federman, Esq. FEDERMAN & SHERWOOD 10205 North Pennsylvania Avenue Oklahoma City, OK 73120 Tel: 405-235-1560 Fax: 405-239-2112 E-mail: wbf@federmanlaw.com Grant A. MacKenzie is represented by: Craig A. Fitzgerald GableGotwals 1100 ONEOK Plaza 100 West 5th Street Tulsa, OK 74103-4217 Tel: (918) 595-4811 E-mail: cfitzgerald@gablelaw.com - and - Paula Quillin, Esq. FRANDEN WOODARD FARRIS QUILLIN + GOODNIGHT Williams Center Tower II 2 W. 2nd Street, Suite 900 Tulsa, OK 74103 Tel: (918) 583-7129 E-mail: pquillin@tulsalawyer.com A copy of the Court's September 24, 2014 Opinion and Order is available at http://is.gd/ravMQBfrom Leagle.com. 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. MEDICAL ALARM: Incurs $75,000 Net Loss in Dec. 31 Quarter --------------------------------------------------------- Medical Alarm Concepts Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $74,983 on $256,731 of revenue for the three months ended Dec. 31, 2013, compared to net income of $3.36 million on $140,713 of revenue for the same period in 2012. For the six months ended Dec. 31, 2013, the Company reported net income of $271,039 on $521,591 of revenue compared to net income of $3.35 million on $285,365 of revenue for the same period during the prior year. The Company's balance sheet at Dec. 31, 2013, showed $1.21 million in total assets, $3.34 million in total liabilities and a $2.13 million total stockholders' deficit. "While the Company is attempting to generate sufficient revenues, the Company's cash position may not be enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering, or by alternative methods. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate sufficient revenues," the Company stated in the Report. A copy of the Form 10-Q is available for free at: http://is.gd/TZfFVI About Medical Alarm Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc., utilizes new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions. In its report on the consolidated financial statements for the year ended June 30, 2013, Paritz & Company, P.A., expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company had working capital deficit of $3.12 million, did not generate cash from its operations, and had operating losses for the past two years. MERRIMACK PHARMACEUTICALS: Inks License Agreement with Baxter ------------------------------------------------------------- Merrimack Pharmaceuticals, Inc., entered into a license and collaboration agreement with Baxter International Inc., Baxter Healthcare Corporation and Baxter Healthcare SA, for the development and commercialization of Merrimack's product candidate MM-398 outside of the United States and Taiwan, according to a Form 8-K filed with the U.S. Securities and Exchange Commission. Under the Agreement, Merrimack granted Baxter an exclusive, royalty-bearing right and license under Merrimack's patent rights and know-how to develop and commercialize MM-398 in the Licensed Territory. Baxter is responsible for using commercially reasonable efforts to develop, obtain regulatory approvals for and, following regulatory approval, commercialize MM-398 in the Licensed Territory, including in a specified number of specified major countries in each of Asia, Europe and the remainder of the Licensed Territory. A joint steering committee comprised of an equal number of representatives from each of Merrimack and Baxter is responsible for approving changes to the global development plan for MM-398, including all budgets, and overseeing the parties' development and commercialization activities with respect to MM-398. Unless otherwise agreed, Merrimack will be responsible for conducting all clinical trials contemplated by the global development plan for MM-398. Under the Agreement, Baxter will pay Merrimack a non-refundable fee of $100 million. In addition, Merrimack is eligible to receive from Baxter (i) up to an aggregate of $100 million upon the achievement of specified research and development milestones, (ii) up to an aggregate of $520 million upon the achievement of specified regulatory milestones and (iii) up to an aggregate of $250 million upon the achievement of specified sales milestones. Merrimack and Baxter will share equally the cost of conducting all clinical trials contemplated by the global development plan, except that Merrimack will be responsible for the first $98.8 million of costs related to the development of MM-398 for pancreatic cancer patients who have not previously received gemcitabine. Merrimack is also entitled to tiered, escalating royalties ranging from sub-teen double-digit to low twenties percentages of net sales of MM-398 in the Licensed Territory. In general, Baxter's obligation to pay Merrimack royalties continues on a product-by- product and country-by-country basis until the latest of the expiration of the patent rights covering the product in such country, the expiration of all regulatory exclusivity applicable to the product in such country or ten years after the first commercial sale of the product in such country. Merrimack and Baxter will enter into a commercial supply agreement pursuant to which Merrimack will supply MM-398 bulk drug substance to Baxter and, at Baxter's option, may manage fill and finish activities to be conducted by a third party contract manufacturer for Baxter. Baxter also has the option to manufacture MM-398 itself, in which case Merrimack will perform a technology transfer of its manufacturing process to Baxter. In addition, Merrimack granted Baxter a right of first negotiation to obtain a license to develop and commercialize MM-111, MM-141 and MM-302 outside of the United States. Additional information is available for free at: http://is.gd/wqmHyx Amendment to PharmaEngine Assignment Agreement On Sept. 22, 2014, Merrimack entered into an amendment to the Assignment, Sublicense and Collaboration Agreement with PharmaEngine, Inc., pursuant to which: * Sublicense Revenue (as defined in the PEI Agreement) now excludes upfront fees and up to $150 million of research and development milestone payments; * the portion of Sublicense Revenue that Merrimack is required to pay to PharmaEngine was reduced; * Merrimack will make a $7.0 million milestone payment to PEI as a result of entering into the Agreement with Baxter; and * Merrimack's obligation to make an additional $5.0 million milestone payment to PEI that was previously triggered by the award of certain specified regulatory designations with respect to filing submissions to the U.S. Food and Drug Administration is now triggered upon acceptance by the FDA of a New Drug Application for MM-398, provided that if such acceptance has not occurred by April 1, 2015, Merrimack will make the payment required for this milestone no later than April 30, 2015. On Sept. 23, 2014, Merrimack Pharmaceuticals (Bermuda) Ltd., a wholly owned subsidiary of Merrimack, merged with and into Merrimack, with Merrimack being the surviving corporation. As a result of the Merger, all intercompany agreements between Merrimack and Merrimack Bermuda, including that certain License Agreement, dated as of Sept. 26, 2005, and amended on June 30, 2011, terminated and are of no further force or effect. Pursuant to the License Agreement, Merrimack Bermuda previously held certain intellectual property rights with respect to MM-398. About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack reported a net loss of $130.68 million in 2013, a net loss of $91.75 million in 2012 and a net loss of $79.67 million in 2011. As of June 30, 2014, the Company had $129.81 million in total assets, $206.93 million in total liabilities and a $77.11 million total stockholders' deficit. MF GLOBAL: Judge Holds Off Approving Payment to Creditors --------------------------------------------------------- Joseph Checkler, writing for The Wall Street Journal, reported that U.S. Bankruptcy Judge Martin Glenn in Manhattan held off approval of MF Global's plan to pay creditors $295 million, saying he was uncomfortable with one part of the proposal: MF Global's request to estimate certain unresolved claims at zero dollars. According to the report, the judge said he was "not happy" that he didn't have enough information on some of the claims. 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. MISSION NEW ENERGY: Incurs $1.1 Million Net Loss in Fiscal 2014 --------------------------------------------------------------- Mission NewEnergy filed with the U.S. Securities and Exchange Commission its annual report disclosing a net loss of $1.09 million on $9.68 million of total revenue for the year ended June 30, 2014, compared to net income of $10.05 million on $8.41 million of total revenue during the prior year. The Company's balance sheet at June 30, 2014, showed $4.04 million in total assets, $15.40 million in total liabilities and a $11.35 million total deficiency. A copy of the Form 6-K is available for free at: http://is.gd/EDekKF Annual Meeting The Company will hold an annual general meeting on Oct. 27, 2014, at 10:00 am (WST) at BDO, 38 Station Street, Subiaco, Perth, Western Australia, to consider approval of the following items: 1. Adoption of remuneration report; 2. Re-election of director Guy Burnett; 3. Re-election of director Datuk Mohamed Zain Bin Mohamed Yusuf; 4. Re-election of director James Garton 5. Re-election of director Mohd Azlan Bin Mohammed; 6. Issue of Shares to Executive Directors in lieu of cash bonus; 7. Approval of 10% Placement Facility; and 8. Reduction of share capital. A copy of the Notice is available for free at: http://is.gd/wAWDy2 About Mission NewEnergy Based in Subiaco, Western Australia, Mission NewEnergy Limited is a producer of biodiesel that integrates sustainable biodiesel feedstock cultivation, biodiesel production and wholesale biodiesel distribution focused on the government mandated markets of the United States and Europe. The Company is not operating its biodiesel refining segment. The refineries are being held in care and maintenance either awaiting a return to positive operating conditions or the sale of assets. The Company has materially diminished its Jatropha contract farming operation and the company is now focused on divesting the remaining Indian assets. The Company intends to cease all Indian operations. BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company incurred operating cash outflows of $3.7 million during the year ended 30 June 2013 and, as of that date the consolidated entity's total liability exceeded its total assets by $12.5 million. These conditions, along with other matters, raise substantial doubt the Company's ability to continue as a going concern. MOMENTIVE PERFORMANCE: Judge Won't Delay Bankruptcy Plan -------------------------------------------------------- Chris Dolmetsch, writing for Bloomberg News, reported that U.S. District Judge Vincent Bricetti in White Plains, New York, denied the request of Momentive Performance Materials Inc.'s creditors to keep the plan from being implemented while they challenge it. According to the report, Judge Briccetti also refused to let plan opponents take their case directly to the U.S. Court of Appeals in Manhattan. 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. U.S. Bankruptcy Judge Robert Drain formally approved Momentive's restructuring plan on Sept. 11. Appeals by senior bondholders remain pending. MONTREAL MAINE: Trustee Investigates Companies Tied to Derailment ----------------------------------------------------------------- Sara Randazzo, writing for Daily Bankruptcy Review, reported that a bankruptcy trustee looking to recover money for those affected by a deadly 2013 train derailment has turned his attention to more than a dozen companies that may have played a role in the accident. According to the report, in filings made in U.S. Bankruptcy Court in Bangor, Maine, the trustee for train operator Montreal Maine & Atlantic Railway Ltd. said he is seeking information from energy companies Shell Oil Co., ConocoPhillips, InCorr Energy Group and Enserco Energy Inc. to help him determine whether he can pursue legal action against the companies. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and D. Sam Anderson, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75% of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. The other 25% would be earmarked for claimants seeking compensation for property that was damaged when much of the town burned. Former U.S. Senator George Mitchell, a Democrat who represented Maine in the U.S. Senate from 1980 to 1995 and who is now chairman emeritus of law firm DLA Piper LLP, would administer the plan and lead the effort to wrap up MM&A's Chapter 11 bankruptcy. As reported by the Troubled Company Reporter on April 3, 2014, Judge Kornreich ruled that the unofficial committee of wrongful death claimants and its counsel have failed to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure, and as a result of that failure, the Unofficial Committee and its counsel will not be heard on any pending matter in the case. As reported by the TCR on April 11, 2014, Judge Kornreich rejected the disclosure statement for the Plan filed by the ad hoc group of wrongful-death claimants, holding that the Plan is flawed and unconfirmable. MORGANS HOTEL: Yucaipa Director Nominee Quits --------------------------------------------- Derex Walker provided notice to Morgans Hotel Group Co. of his resignation from the board effective Sept. 11, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. He was Yucaipa American Management, LLC's nominee to the Board and was elected at the Company's 2014 annual meeting of stockholders held on May 14, 2014. Yucaipa, et al., said they intend to continue to exercise their right to appoint a nominee to the Company's board of directors or, during any period of time that their nominee is not serving on the board, to appoint a nonvoting board observer. The Investors previously entered into a binding Memorandum of Understanding providing for the settlement of certain actions involving the Company and other parties. As of Sept. 22, 2014, all those settlements have become final and those subject to court approval have received court approval. The Investors disclosed in an amended regulatory filing with the SEC that as of Sept. 11, 2014, they beneficially owned 12,522,367 shares of common stock of Morgans Hotel Group Co. representing 26.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/FPqfqp About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel has been in the red the past five years. It reported a net loss attributable to common stockholders of $57.48 million on $236.48 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss attributable to common stockholders of $66.81 million on $189.91 million of total revenues in 2012. Morgans Hotel posted a net loss of $87.95 million on $207.33 million of total revenues in 2011, a net loss of $83.64 million on $236.37 million of total revenues in 2010, and a net loss of $101.60 million on $225.05 million of total revenues in 2009. As of June 30, 2014, the Company had $684.79 million in total assets, $896.03 million in total liabilities, $5.38 million in redeemable noncontrolling interest and a $216.62 million total deficit. MOSS FAMILY: Disclosure Statement Hearing Moved to Jan. 2015 ------------------------------------------------------------ Judge Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the Northern District of Indiana, South Bend Division, on Sept. 22, 2014, adjourned the hearing on Moss Family Limited Partnership's amended disclosure statement to Jan. 30, 2015, at 1:30 p.m. As reported by The Troubled Company Reporter, on Sept. 13, 2013, the proposed plan provides for this treatment of claims against and interest in the Debtors: 1. The allowed claim of Fifth Third ($1,726,698) will be satisfied from the sale of any or all parcels of the marketed real estate via auction. 2. The allowed claim of Horizon ($1,122,743) will be satisfied by surrendering the real estate to Horizon by way of deeds in lieu; and the Debtors will retain the real estate with the remaining debt. 3. Unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. From the sale of every LaPorte Judgment Lien property, 20% of the net proceeds will be paid into an escrow account to be held and disbursed to unsecured creditors annually on a pro rata basis of unsecured claims until the time as the claims are paid in full, without interest. 4. Prepetition interest in the Debtors will be retained by the holders of the same subject to the provisions of the Plan. Each interest holder of both Debtors will receive 1/2 of the percentage they held in the prepetition Debtors in the reorganized consolidated Debtor. The continuance of the hearing on the amended disclosure statement was agreed to among the Debtors, the City of Michigan, Indiana, the Beachwalk Property Owners Association, LaPorte Savings Bank, and Fifth Third Bank. The amended disclosure statement hearing was continued to January next year as the Debtors anticipate to amend its plan to account for the material changes once the settlements with LaPorte and Fifth Third have been completed. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. Moss Family disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013, provides that unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. MOUNTAIN PROVINCE: Joint Venture Welcomes OK of Water License ------------------------------------------------------------- De Beers Canada and Mountain Province Diamonds announced that the Operator of the Gahcho Kue Project has received approval of the Type A Water Licence by the Minister of Environment and Natural Resources (ENR) of the Government of the Northwest Territories (GNWT), the Hon. Michael J. Miltenberger. Tony Guthrie, CEO of De Beers Canada: "This is another important milestone for Gahcho Kue and we want to thank the Minister for his review and approval of the water licence in such an efficient manner. The Gahcho Kue Mine represents a significant investment which will result in employment and business opportunities that will contribute to the economic growth and prosperity of the Northwest Territories." Patrick Evans, CEO of Mountain Province Diamonds, added: "On behalf of our board and the shareholders of Mountain Province I extend our appreciation and thanks to the Operator of the Gahcho Kue Mine, De Beers Canada, for successfully guiding the project through the regulatory process. Our thanks also goes to all the parties involved in the permitting of Gahcho Ku' for their support for this important mine development which will contribute to maintaining Canada's position as a leading diamond producer." Gahcho Kue will employ close to 700 people during the two years of construction and approximately 400 people during its operational phase. About Mountain Province Diamonds Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49 percent interest in the Gahcho Kue Project. Mountain Province reported a net loss of C$26.60 million in 2013, a net loss of C$3.33 million in 2012 and a net loss of C$11.53 million in 2011. The Company's balance sheet at June 30, 2014, showed C$185 million in total assets, C$25.07 million in total liabilities and C$160 million in total shareholders' equity. NATIONAL CINEMEDIA: Bank Debt Trades at 4% Off ---------------------------------------------- Participations in a syndicated loan under which National Cinemedia LLC is a borrower traded in the secondary market at 96.03 cents- on-the-dollar during the week ended Friday, September 26, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.35 percentage points from the previous week, The Journal relates. National Cinemedia pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on Nov. 21, 20109, and carries Moody's 'B2' rating and Standard & Poor's 'BB-' 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. NET ELEMENT: Obtains $11 Million in Financing from Alfa-Bank ------------------------------------------------------------ Net Element, Inc., disclosed that Alfa-Bank, Russia's largest private bank, has renewed and increased Net Element's Russian subsidiary OOO TOT Money credit facility from 300 million Russian rubles to 415 million Russian rubles (approximately US$11 million at current exchange rate). This financing facility will support the company's next stage of growth and operations in Russia and the Commonwealth of Independent States. TOT Money's previous financing agreement with Alfa-Bank, secured in September, 2012, for the amount of 300 million Russian rubles (approximately USD $9.8 million, at the time of the agreement), expired May 20, 2014 and was fully repaid, using TOT Money's working capital, in accordance with the terms of the agreement. "We are pleased to extend this facility to TOT Money," said representative at Alfa-Bank. "TOT Money continues to revolutionize the transactional service market in Russia and we are pleased to support the company's growth as it evolves and expands its service offerings." Oleg Firer, CEO of Net Element, emphasized the importance of the credit facility as well as having a strong working relationship with Alfa-Bank. "Alfa-Bank understands our Company and its mission and this allowed them to structure the new credit facility to facilitate the continued growth of TOT Money's business. Mr. Firer continued, "This financing significantly heightens our liquidity position and enhances our ability to invest in growth opportunities in the region. We value having a lender with deep knowledge of the transactional services market and CIS region." In April 2014, TOT Money launched its new state-of-the-art platform for mobile commerce, direct carrier billing and payment processing. The $11 million credit facility will provide TOT Money with financial resources to attract top customers and continue to build upon its platform for Russia and the Commonwealth Independent States markets. Additional information regarding this financing can be found in Net Element's 8K, a copy of which is available at: http://is.gd/3Bt96K About Net Element Miami, Fla.-based Net Element International, Inc. (formerly Net Element, Inc.,) currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $48.31 million in 2013, as compared with a net loss of $16.38 million in 2012. The Company's balance sheet at June 30, 2014, showed $16.57 million in total assets, $22.79 million in total liabilities and a $6.21 million total stockholders' deficit. BDO USA, LLP, in Miami, Florida, 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 used substantial amounts of cash to fund its operating activities that raise substantial doubt about its ability to continue as a going concern. NEWLAND RESOURCES: Indiana Court Affirms Ruling in Branham Suit --------------------------------------------------------------- In 2007, The Branham Corporation obtained a judgment against Newland Resources, LLC and related entities for breach of contract. The judgment was uncollectible in light of 2004-2005 distributions by Newland that had depleted corporate assets available for creditors. Branham has alleged that funds that would have been available to pay the judgment were wrongfully depleted by Newland's 2004-2005 distributions of proceeds Newland received upon the 2004 sale of its wholly-owned subsidiary, Boone County Utilities, LLC. The distributions to shareholders and members, which took place during BCU's bankruptcy proceedings, left Newland and BCU with joint assets of less than $10,000. In 2011, Branham filed proceedings supplemental and new claims for relief under the Indiana Crime Victims Relief Act, Indiana Code section 34-24-3-1 and Indiana's Corrupt Business Influence Act, Indiana Code section 34-24-2-6. In addition to Newland, named defendants included the appellees: Samuel Sutphin, White River Funding Corp., White River Venture Partners, L.P., Gene Tanner, David Knall, Madeira Partners, L.P., Mike Henderson, Brian Henderson, Tim DeBruiker, Driver Solutions, LLC, Archie Leslie, Fifth Third Bank, EcoHoldings, LLC (EcoHoldings), Dorothy Alig, Greenleaf, LLC, Royal Run Partners, L.P., John Michael Kensill, Susan Kensill, and Ecosource, LLC. Summary judgment was granted to the majority of the defendants on the new claims, on statute of limitations and res judicata grounds. Branham appeals the grant of summary judgment to the Court of Appeals of Indiana. The appeal of the grant of summary judgment has been consolidated with an appeal by Thomas Eckerle, a past provider of legal services to Newland, and the Thomas Eckerle Professional Corporation. Eckerle appeals the denial of a motion to correct error which challenged the February 4, 2013 dismissal, without prejudice, of Eckerle as a defendant. "We affirm the trial court's summary judgment order but remand for inclusion of Eckerle as a prevailing defendant. We reverse the order dismissing Eckerle," the Court of Appeals of Indiana said in a Sept. 23 Opinion available at http://is.gd/52NKIVfrom Leagle.com. Attorneys for Branham are: Donn H. Wray, Esq. Marc A. Menkveld, Esq. KATZ & KORIN, PC The Emelie Building 334 North Senate Avenue Indianapolis, IN 46204-1708 Tel: 317-464-1100 E-mail: dwray@katzkorin.com mmenkveld@katzkorin.com - and - Roger L. Burrus, Esq. BURRUS & SEASE, LLP 410 West Oak Street Zionsville, IN 46077 Tel: (317) 873-2150 Fax: (317) 873-2420 E-mail: rburrus@burruslaw.com - and - Mickey J. Lee, Esq. McGINNIS WUTSCHER BEIRAMEE, LLP 101 W. Ohio Street, Suite 2000 Indianapolis, IN 46204 Tel: (317) 559-4894 Fax: (866) 581-9302 E-mail: mlee@mwbllp.com NICHOLS CREEK: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Nichols Creek Development, LLC P.O. Box 1344 Vidalia, GA 30475 Case No.: 14-04699 Chapter 11 Petition Date: September 26, 2014 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Jason A. Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC 118 West Adams Street, Ste. 900 Jacksonville, FL 32202 Tel: 904-354-5065 Email: jason@jasonaburgess.com Total Assets: $21.7 million Total Liabilities: $11.5 million The petition was signed by R.L. Mitchell, member manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. NII HOLDINGS: Avoids Cash Collateral Issues ------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a lawyer for NII Holdings Inc. said the company has no secured debt and that it was operating on its own cash. The report, however, pointed out that although NII has no cash-collateral problems, its bankruptcy won't be trouble-free, judging from papers filed when the reorganization began on Sept. 15. About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors have sought joint administration of their Chapter 11 cases. The Chapter 11 cases are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. NORTEL NETWORKS: UK Pensioners Call for Equal Allocation -------------------------------------------------------- Law360 reported that the long-running fight over how to divvy up $7.3 billion realized from Nortel Networks Corp.'s liquidation continued Tuesday as U.K. pensioners called for all parties to receive an equal percentage while Nortel's U.S. arm argued it deserved most of the proceeds since it contributed most of the value. According to Law360, the second day of closing arguments in the cross-border trial, which links courtrooms in Delaware and Ontario via computer video, saw Nortel's U.K. pension fund champion a pro rata allocation of the $7.3 billion in escrowed funds. The trial on the long-running fight over how to distribute $7.3 billion raised in Nortel Networks' liquidation wrapped up on Sept. 24, and both the U.S. Bankruptcy Court in Delaware and the Ontario Superior Court of Justice in Toronto will have a say on how to divide the sale proceeds. Law360 related that on the third and last day of closing arguments, Nortel's regional units and others made final points in support of their varied proposals for allocating the funds brought in from a series of post-bankruptcy deals, including a blockbuster $4.5 billion patent sale. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, one of the lawyers representing the parties, there is nonetheless the possibility of inconsistent decisions. Retirees as well as bondholders will be affected by the outcome, the Bloomberg report said. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Unsecured Creditors Committee. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long- Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. NUVILEX INC: Chief Scientific Officer Quits ------------------------------------------- Dr. Robert F. Ryan, M.S., Ph.D. resigned from the Board of Directors of Nuvilex, Inc., and from his position as the chief scientific officer of the Company effective as of Sept. 19, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. In connection with his departure, the Company entered into a settlement agreement pursuant to which the Company agreed to pay Dr. Ryan $183,000 in settlement of certain loans and expenses, transfer certain assets to Dr. Ryan under the terms of the Asset Purchase Agreement and allow Dr. Ryan to retain 26,036,800 shares of the Company's common stock earned and purchased. Under the Settlement Agreement, Dr. Ryan agreed to surrender certain share certificates of the Company and of Bio Blue Bird AG, the Company's subsidiary, resign from all of his positions with the Company, return all the Company's property and data in his possession and release the Company from all claims of any type or description. In addition, Dr. Ryan agreed to abide by certain limitations on the transfer of his Shares. Upon the execution of the Settlement Agreement, Dr. Ryan may sell up to 1,250,000 Shares, except that he may not sell any Shares for a price that is more than $0.02 less than the closing price of the Shares on the previous trading day. Apart from these 1,250,000 Shares, on any given day Dr. Ryan may not sell any more than 30,000 Shares plus an additional 15,000 Shares for each 1,000,000 Shares reported traded (rounded down to the nearest million) on the immediately previous trading day. The Asset Purchase Agreement provides for the sale of listed nutraceutical assets to Dr. Ryan in exchange for his execution of the Settlement Agreement and his assumption of certain obligations. On Sept. 19, 2014, the Board appointed Kenneth L. Waggoner, the Company's chief executive officer, president and general counsel, to serve as a director of the Company. Mr. Waggoner fills one of the vacancies created by an increase in the size of the Board from six to nine. Mr. Waggoner's term will expire at the next annual meeting of stockholders or until his successor is elected and qualified. On Sept. 19, 2014, the Board adopted Amendment No. One to the Bylaws of Nuvilex, Inc. Amendment No. One grants the Board the power to increase or decrease the number of directors on the Board from time to time and removes a limit on the number of directors on the Board. The Board also adopted a Code of Business Conduct and Ethics, amending and restating the Code of Ethics and Corporate Policy filed with the Company's Annual Report on Form 10-K filed with the SEC on July 29, 2013. The Code of Business Conduct sets forth legal and ethical standards of conduct applicable to all directors, officers and employees of the Company. In addition, the Board adopted an Audit Committee Charter, Compensation Committee Charter and Nominating Committee Charter for the committees of the Board. The Board also adopted an Insider Trading Policy and Software Policies for the Company. About Nuvilex Inc. Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to focus on developing and marketing products designed to improve the health and well-being of those who use them. Nuvilex incurred a net loss of $1.59 million on $12,160 of product sales for the 12 months ended April 30, 2013, as compared with a net loss of $1.89 million on $66,558 of total revenue during the prior year. The Company's balance sheet at July 31, 2014, showed $8.19 million in total assets, $371,386 in total liabilities and $7.82 million in total stockholders' equity. Robison, Hill & Co., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. ORECK CORP: MDL Suit v. Royal Appliance Violates Injunction ----------------------------------------------------------- Judge Keith M. Lundin of the U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, approved OAC Acquisition Company, LLC, and Royal Appliance Mfg. Co.'s motion to enforce the order authorizing the sale of Oreck Corporation, et al.'s assets. Judge Lundin also interpreted a certain section in the sale order to mean that Royal assumed liability under its asset purchase agreement only for claims which have all of the following characteristics: (1) Such claim must be a warranty claim subject to the Section 1.4(a)(iii) of the Royal APA; (2) Such warranty claim must arise from a warranty obligation of one or more of the Debtors; (3) Such warranty claim must arise pursuant to and in accordance with the conditions and limitations set forth in an express written warranty given by the Debtors; (4) Such warranty claim must arise from an express written warranty delivered in connection with the sale of the Debtors' products and components; (5) Such warranty claim must relate to a product or component of the Debtors sold prior to the closing of the sale to Royal on July 24, 2013; and (6) The express written warranty giving rise to the warranty claim must have been specifically identified by the Debtors as a ?warranty.? Judge Lundin also ruled that the MDL Plaintiffs' Amended Class Action Complaint filed on or about Aug. 5, 2014, against Royal violates the injunctive provisions of the sale order. About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor disclosed $18,013,249 in assets and $14,932,841 plus an unknown amount in liabilities as of the Chapter 11 filing. William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as its financial advisor. In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the TTI Group, finalized the purchase of Oreck Corp.'s assets. The Bankruptcy Court approved the sale on July 16, 2013. Royal, the maker of Dirt Devil floor-care products, won the auction for Oreck Corp. The second-place bidder was the Oreck family, which sold the business in a $272 million transaction in 2003. The Oreck family made the first bid at auction at $21.9 million, including $14.5 million cash. The terms of Royal's winning bid weren't disclosed publicly, according to a Bloomberg News report. Royal was acquired in 2003 by Hong Kong-based Techtronic Industries Co., the maker of Hoover vacuum cleaners. ORECK CORP: Amends Ch. 11 Plan of Liquidation --------------------------------------------- Oreck Corporation, et al., together with the Official Committee of Unsecured Creditors, amended the plan of liquidation and accompanying disclosure statement to modify creditor recoveries. Under the amended plan, holders of Oreck Corp. general unsecured claims are expected to recover between 0% to 18% of the amount of their claims, while holders of Oreck Inc. general unsecured claims are expected to recover nothing. A blacklined version of the Amended Plan is available for free at http://bankrupt.com/misc/ORECKds0922.PDF About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor disclosed $18,013,249 in assets and $14,932,841 plus an unknown amount in liabilities as of the Chapter 11 filing. William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as its financial advisor. In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the TTI Group, finalized the purchase of Oreck Corp.'s assets. The Bankruptcy Court approved the sale on July 16, 2013. Royal, the maker of Dirt Devil floor-care products, won the auction for Oreck Corp. The second-place bidder was the Oreck family, which sold the business in a $272 million transaction in 2003. The Oreck family made the first bid at auction at $21.9 million, including $14.5 million cash. The terms of Royal's winning bid weren't disclosed publicly, according to a Bloomberg News report. Royal was acquired in 2003 by Hong Kong-based Techtronic Industries Co., the maker of Hoover vacuum cleaners. OVERLAND STORAGE: Incurs $22.9 Million Net loss in Fiscal 2014 -------------------------------------------------------------- Overland Storage, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $22.92 million on $65.69 million of net revenue for the year ended June 30, 2014, compared to a net loss of $19.64 million on $48.02 million of net revenue for the year ended June 30, 2013. As of June 30, 2014, the Company had $93.93 million in total assets, $57.14 million in total liabilities and $36.79 million in total shareholders' equity. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/sKzS4O About Overland Storage San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. OSAGE EXPLORATION: Amends 2013 Annual Report to Add Info. --------------------------------------------------------- Osage Exploration and Development, Inc., filed an amended Annual Report for the year ended Dec. 31, 2013, which was filed with the Securities and Exchange Commission on March 31, 2014, to expand certain disclosures with respect to properties and estimated proved developed and undeveloped reserves pursuant to SEC staff comments. The principal assets of the Company consist of proved and unproved oil and gas properties and oil and gas production related equipment. The Company's oil and gas properties are located in the state of Oklahoma. Developed oil and gas properties are those on which sufficient wells have been drilled to economically recover the estimated reserves calculated for the property. Undeveloped properties do not presently have sufficient wells to recover the estimated reserves. A copy of the Form 10-K/A is available for free at: http://is.gd/Y8X9KT About Osage Exploration Based in San Diego, California with production offices in Oklahoma City, Oklahoma, and executive offices in Bogota, Colombia, Osage Exploration and Development, Inc. (OTC BB: OEDV) -- http://www.osageexploration.com/-- is an independent exploration and production company with interests in oil and gas wells and prospects in the US and Colombia. Osage Exploration reported net income of $3.85 million on $8.02 million of total operating revenues for the year ended Dec. 31, 2013, as compared with a net loss of $516,706 on $2.26 million of total operating revenues for the year ended Dec. 31, 2012. Mayer Hoffman McCann P.C., in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring losses from operations and, as of December 31, 2013, has current liabilities significantly in excess of current assets. These conditions, among other things, raise substantial doubt about its ability to continue as a going concern. As of June 30, 2014, the Company had $49.57 million in total assets, $32.97 million in total liabilities and $16.60 million in total stockholders' equity. Bankruptcy Warning "The Company's operating plans require additional funds which may take the form of debt or equity financings. The Company's ability to continue as a going concern is in substantial doubt and is dependent upon achieving profitable operations and obtaining additional financing. There is no assurance additional funds will be available on acceptable terms or at all. In the event we are unable to continue as a going concern, we may elect or be required to seek protection from our creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy," the Company stated in its quarterly report for the period ended June 30, 2014. PATHEON INC: Bank Debt Trades at 2% Off --------------------------------------- Participations in a syndicated loan under which Patheon Inc. is a borrower traded in the secondary market at 97.98 cents-on-the- dollar during the week ended Friday, September 26, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.29 percentage points from the previous week, The Journal relates. Patheon pays 325 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 14, 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. PEABODY ENERGY: Bank Debt Trades at 2% Off ------------------------------------------ Participations in a syndicated loan under which Peabody Energy Power Corp. is a borrower traded in the secondary market at 97.92 cents-on-the-dollar during the week ended Friday, September 26, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.45 percentage points from the previous week, The Journal relates. Peabody Energy pays 325 basis points above LIBOR to borrow under the facility. The bank loan matures on Sept. 20, 2020, and carries Moody's Ba2 rating and Standard & Poor's BB 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. PENSKE AUTOMOTIVE: Moody's Hikes Corporate Family Rating to B2 -------------------------------------------------------------- Moody's Investors Service upgraded all ratings of Penske Automotive Group, Inc., including the Corporate Family rating, which was upgraded to Ba2 from Ba3, and continued the stable outlook. Issuer: Penske Automotive Group, Inc. Upgrades: Probability of Default Rating , Upgraded to Ba2-PD from Ba3-PD Corporate Family Rating (Local Currency), Upgraded to Ba2 from Ba3 US$550M 5.75% Senior Subordinated Regular Bond/Debenture (Local Currency) , Upgraded to B1 from B2 Outlook Actions: Outlook, Remains Stable "Penske's diverse business model, which includes meaningful businesses in the UK and continental Europe, as well as Australia, provide it with a segment-leading competitive profile," stated Moody's Vice President Charlie O'Shea. "In addition, credit metrics have improved to around Moody's upgrade trigger levels, and Moody's believe this upward performance trend will continue for at least the next 12-18 months." Ratings Rationale The Ba2 Corporate Family Rating considers Penske's formidable and diverse market and competitive position, with leading positions in both Europe and the key US markets in which it has chosen to operate. The rating also considers the favorable relationship the company has with key OEM's such as BMW, which provides it with advantages from a new dealership perspective, and the company's brand mix, which is skewed towards premium and luxury. Moody's views the company's expansion into ancillary businesses such as its commercial vehicle distribution business in Australia and its growing US car rental business as being sensible extensions. Moody's expects Penske to continue to make acquisitions across its various segments and geographies, with the belief they will be prudently sourced and priced, with minimal integration disruption. Moody's also expects Penske to continue to utilize cash flow from operations to provide additional returns to its shareholders through its dividend policy. In addition, the rating considers the company's improving credit metrics, with debt/EBITDA on an 8 times rent adjusted basis approaching 4.5 times, and EBITA/interest of around 4 times. The stable outlook reflects Moody's expectation that financial policy will continue to be relatively benign such that this improvement in credit metrics is sustained. Ratings could be upgraded if credit metrics further improve such that debt/EBITDA on an 8 times rent adjusted basis was maintained below 4 times for an extended period and EBITA/interest was sustained above 5 times. Ratings could be downgraded if debt/EBITDA on an 8 times rent adjusted basis exceeded 5 times or if EBITA/interest fell below 2.75 times. The principal methodology used in this rating was the Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Penske Automotive Group, Inc. ("PAG"), headquartered in Bloomfield Hills, Michigan, operates retail automotive franchises, representing 40 different brands. The company has 174 franchises in 19 states and Puerto Rico and 171 franchises located outside the United States, primarily in the United Kingdom. PETER D. GACHE: SDNY Judge Dismisses Suit Against Hill Realty ------------------------------------------------------------- District Judge Cathy Seibel granted the Defendants' Motions to Dismiss the Second Amended Complaint, denied the Plaintiff's Motion to Withdraw the Reference to the Bankruptcy Court, in the lawsuit captioned as, PETER D. GACHE, aka PETER DJONALD GACHE, Plaintiff, v. HILL REALTY ASSOCIATES, LLC, WINTERHILL REALTY, LLC, MICHAEL T. TOKARZ, individually, DAVID L. GOLDRICH, individually and as Manager of Hill Realty Associates, LLC, PHILLIP A. MARRACCINI, individually and in his capacity as Supervisor of the Town of Harrison, N.Y., RONALD B. BIANCHI, individually and in his capacity as Supervisor of the Town of Harrison, N.Y., STEPHEN MALFITANO, individually and in his capacity as Supervisor of the Town of Harrison, N.Y., JOHN DOES, I-X and JANE DOES, I-X, Defendants, NO. 13-CV-1650 (CS)(S.D.N.Y.). In the lawsuit, the Plaintiff brings two claims, each of which relates to Defendants' purportedly fraudulent conduct during his bankruptcy proceedings. A copy of the Court's September 22, 2014 Opinion and Order is available at http://is.gd/LF6lyufrom Leagle.com. In July 1991, Gache filed for Chapter 11 bankruptcy protection. On August 1, 1995, the Bankruptcy Court involuntarily converted the Chapter 11 proceeding to a Chapter 7 proceeding and appointed a Chapter 7 trustee. PHOENIX PAYMENT: Court Approves Sale of Assets to NAB for $50MM --------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized Phoenix Payment Systems, Inc., to sell substantially all of its assets to North American Bancard LLC for $50 million. The Debtor cancelled a Sept. 18 auction after after no competing bid against NAB's stalking horse bid was timely received. According to Law360, the card transaction processor would pursue NAB's stalking horse offer for the company. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the purchase price offered by NAB's EPX Acquisition will pay all undisputed creditors in full and will provide a ?substantial? recovery for the company's equity holders. Judge Walrath overruled objections to the sale raised by POST Integrations, Inc., and Ebocom, LLC. 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. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors. PLAZA HEALTHCARE: 19 Nursing Homes Sell for $62 Million ------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Country Villa Plaza Convalescent Center will sell its 18 skilled-nursing facilities and one assisted-living facility in California to Shlomo Rechnitz for $62 million plus assumption of specified liabilities. According to the report, provided the court approves the proposed sale at an Oct. 22 hearing and enters an approval order before Oct. 31, the parties have agreed to work toward completing the sale on Oct. 31. Plaza Healthcare Center LLC and Plaza Convalescent Center LP each filed a voluntary petition under Chapter 11 of the Bankruptcy Code on March 4, 2014. The following day, 17 of their affiliates filed for bankruptcy protection. The lead case is In re Plaza Healthcare Center LLC, Case No. 14-11335 (Bankr. C.D. Calif.). PRETTY GIRL: Court Fixes Nov. 19 as Claims Bar Date --------------------------------------------------- The U.S. Bankruptcy Court in Southern District of New York established November 19, 2014, as the deadline for all persons and entities holding or asserting a claim against Pretty Girl, Inc., to file a proof of claim in the Debtor's case. Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 14-11979) on July 2, 2014. The petition was signed by Albert Nigri as president. The Debtor disclosed total assets of $10.76 million and total liabilities of $12.27 million. Rosen & Associates, P.C., acts as the Debtor's counsel. QUICKSILVER RESOURCES: Moody's Cuts Corp. Family Rating to Caa3 --------------------------------------------------------------- Moody's Investors Service downgraded Quicksilver Resources Inc.'s Corporate Family Rating (CFR) to Caa3 from Caa1. Moody's also downgraded the company's senior secured second lien obligations to Caa2 from B2, the senior unsecured notes to Ca from Caa2 and the subordinated notes to Ca from Caa3. The SGL-4 Speculative Grade Liquidity Rating is affirmed and the outlook remains negative. "The downgrade to Caa3 reflects Moody's view that Quicksilver Resources' risk of default has further increased," said Pete Speer, Moody's Senior Vice President. "The hiring of a Strategic Alternatives Officer combined with the ongoing delay in reaching an agreement for potential asset sales increases the possibility that the company may pursue a debt restructuring that Moody's would view as a distressed exchange." Downgrades: Issuer: Quicksilver Resources Inc. Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD Corporate Family Rating (Local Currency), Downgraded to Caa3 from Caa1 Senior Subordinated Regular Bond/Debenture (Local Currency) Apr 1, 2016, Downgraded to Ca(LGD6) from Caa3(LGD6) Senior Secured Term Loan (Local Currency) Jun 21, 2019, Downgraded to Caa2(LGD3) from B2(LGD2) Senior Secured Regular Bond/Debenture (Local Currency) Jun 21, 2019, Downgraded to Caa2(LGD3) from B2(LGD3) Senior Unsecured Regular Bond/Debenture (Local Currency) Jul 1, 2021, Downgraded to Ca(LGD5) from Caa2(LGD5) Senior Unsecured Regular Bond/Debenture (Local Currency) Aug 15, 2019, Downgraded to Ca(LGD5) from Caa2(LGD5) Outlook Actions: Issuer: Quicksilver Resources Inc. Outlook, Remains Negative Affirmations: Issuer: Quicksilver Resources Inc. Speculative Grade Liquidity Rating, Affirmed SGL-4 Ratings Rationale Quicksilver disclosed on September 25, 2014 that it is has appointed a Strategic Alternatives Officer pursuant to an agreement with a financial advisory services firm. The company has been actively pursuing for some time a joint venture or other sales transaction to raise cash from its Horn River Basin properties to serve as a catalyst for a major refinancing and reduction of outstanding debt. No such catalyst transaction agreement has been reached to date. Moody's views Quicksilver's present debt levels as unsustainable and the company has $350 million of senior subordinated notes that mature April 1, 2016. All of these factors lead Moody's to believe that there is a heightened risk that Quicksilver may need to reach a negotiated agreement to reduce its outstanding debt and extend maturities that Moody's would view as equivalent to a default. Quicksilver's Caa3 CFR reflects the company's cash margins that are insufficient to cover its heavy interest costs, high debt levels and near-term refinancing risk that raises concerns over the sustainability of the company's capital structure. The company's production and proved developed (PD) reserve base have been in a multi-year decline owing to its concentration in the Barnett Shale, which generates weak cash margins and returns in the present natural gas price environment, and also because of large asset sales to raise cash. The company's SGL-4 rating indicates weak liquidity owing to the upcoming debt maturity and insufficient cash flow to sustain production and proved reserves. Quicksilver has completed asset sales and negotiated amendments to its bank credit facility to maintain some liquidity and covenant headroom as it pursues a catalyst transaction to allow the company to reduce financial leverage. At August 1, 2014 the company had $272 million of liquidity. The Caa3-PD probability of default rating results in the second lien senior secured obligations being rated Caa2 and the senior unsecured notes and subordinated notes being rated Ca under Moody's Loss Given Default (LGD) Methodology. This notching from Quicksilver's Caa3 CFR reflects the relative size of company's $325 million senior secured global borrowing base credit facility (not rated), the $625 million senior secured second lien term loan and the $200 million second lien senior secured notes priority claim over the $623 million senior unsecured notes and $350 million senior subordinated notes. A downgrade would be considered if Quicksilver's liquidity profile further deteriorates. An upgrade is unlikely absent a substantial reduction in debt and higher natural gas and NGL prices supportive of improved cash flow generation. The principal methodology used in this rating was Global Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Quicksilver Resources Inc. is an independent exploration and production company headquartered in Fort Worth, Texas. QUICKSILVER RESOURCES: Appoints Strategic Alternatives Officer -------------------------------------------------------------- John Little was appointed Strategic Alternatives Officer of Quicksilver Resources Inc. effective as of Sept. 22, 2014, pursuant to an engagement agreement between Quicksilver and Deloitte Transactions and Business Analytics LLP, a financial advisory services firm. Mr. Little will report to the Board or a committee of the Board and, in collaboration with Quicksilver's management team, he will assist Quicksilver in exploring, evaluating and implementing strategic and tactical initiatives. As part of his duties, Mr. Little will assist Quicksilver in its recently begun process to market company assets, identify joint venture partners or otherwise engage in a strategic transaction. Mr. Little, age 49, has served as a principal of DTBA or its affiliates since 2004, during which time he has led numerous engagements in a variety of industries. Mr. Little will continue to be employed by DTBA and will not receive compensation directly from Quicksilver or participate in Quicksilver's benefit plans. Quicksilver will compensate DTBA for Mr. Little's services at a rate of $20,000 per week, will indemnify Mr. Little to the extent of the most favorable indemnities provided by Quicksilver to any of its directors and officers and will cause Mr. Little to be covered by Quicksilver's directors and officers insurance. In addition to receiving fees for Mr. Little's services, DTBA will be entitled to compensation at specified hourly rates for the services of any other of its personnel and to reimbursement of reasonable out-of-pocket expenses. The Engagement Agreement may be terminated by either party without cause. 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. RADIOSHACK CORP: Standard General in Talks to Ease Cash Crunch -------------------------------------------------------------- Drew Fitzgerald and Matt Jarzemsky, writing for The Wall Street Journal, reported that hedge fund Standard General LP said it is working on a plan to ease RadioShack Corp.'s cash crunch ahead of the holidays, though the talks with the company and its lenders have yet to bear fruit. According to the report, the comments indicated that the retailer has yet to nail down the financing help it needs to avoid running out of cash and stay out of bankruptcy court. About Radioshack Corporation RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com-- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139.4 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities and a $63 million total shareholders' deficit. * * * As reported by the TCR on Sept. 15, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Fort Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'. "The downgrade comes as the company announced it will seek capital, and that such a transaction could include a debt restructuring in addition to store closures and other measures," said Standard & Poor's credit analyst Charles Pinson-Rose. In the Sept. 16, 2014, edition of the TCR, the TCR reported that Fitch Ratings had downgraded the Long-term Issuer Default Rating (IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'. The downgrade reflects the high likelihood that RadioShack will need to restructure its debt in the next couple of months. The TCR reported on March 13, 2014, that Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa2 from Caa1. "The continuing negative trend in RadioShack's sales and margins has resulted in a precipitous drop in profitability causing continued deterioration in credit metrics and liquidity," Mickey Chadha, Senior Analyst at Moody's said. RIVERHOUNDS EVENT: Final Plan Hearing Set for Nov. 7 ---------------------------------------------------- Brian Bowling, writing for Trib Total Media, reported that U.S. Bankruptcy Judge Jeffery Deller in Pittsburgh set Nov. 7 as the final hearing on the Chapter 11 reorganization plans for Riverhounds Acquisition Group LP, which owns and operates the team, and Riverhounds Event Center LP, which owns and operates Highmark Stadium. David Fuchs, Esq., an attorney for a group of minority owners who are creditors to the companies, said they intend to challenge the feasibility of the plans, according to the report. Riverhounds Event Center, LP, owns the Highmark Stadium where the Pittsburgh Riverhounds professional soccer team plays. The Plans, according to a Wall Street Journal report, allow Terrance "Tuffy" Shallenberger Jr. to become their sole owner. The plans are sponsored by Mr. Shallenberger, which currently owns a 51% stake in the two partnerships that own the team and the stadium. "We are definitely headed in the right direction," said Mr. Shallenberger, according to the Trib Total Media report. Trib Total Media also said one of Mr. Shallenberger's other companies, Shallenberger Investments, loaned the companies more than $2 million in 2013 and 2014 to keep them running before they filed for bankruptcy and has loaned them $1.6 million more during the bankruptcy, according to court documents. The report said Judge Deller approved motions Friday in both bankruptcies that would have the companies borrow $200,000 more from Shallenberg Investments to cover their operating and legal costs through the end of November. The cases are In re Riverhounds Event Center LP, 14-bk-21180, and In re Riverhounds Acquisition Group LP, 14-bk-21181, U.S. Bankruptcy Court, Western District Pennsylvania (Pittsburgh). The Debtors' counsel is John M. Steiner, Esq., and Crystal H. Thornton-Illar, Esq., at Leech Tishman Fuscaldo & Lampl LLC, in Pittsburgh, Pennsylvania. Events listed under $10 million in assets and Acquisition listed under $1 million in assets. The stadium owner reported about $4.5 million and the team reported about $10.2 million in unsecured debts. RIVERWALK JACKSONVILLE: Has Exclusive Plan Filing Right Til Oct 25 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida extended Riverwalk Jacksonville Development, LLC's exclusive right to file a Chapter 11 plan through October 25, 2014, without prejudice to the Debtor seeking further extension. The Sept. 10, 2014 edition of The Troubled Company Reporter relayed that the Debtor sought an extension of its exclusivity plan filing period through the end of this year. Sabadell United Bank, N.A., opposed to the exclusivity extension request, the TCR's Sept 18, 2014 edition related. Sabadell asserted that the motion does not reflect that the Debtor has made any progress negotiating with its creditors, and no concrete proposals have been made to resolve the debt owed to Sabadell. About Riverwalk Jacksonville Development Riverwalk Jacksonville Development, LLC, owns four parcel of real property located in areas surrounding the Wyndham Hotel and Convention Center. The properties comprise approximately 10.4 acres and constitute prime downtown commercial space. The occupants of the area are a Chart House restaurant, various office building and parking amenities. Three of the four properties are encumbered to Sabadell and U.S. Century Bank. There is, in fact, substantial equity in all of the properties. Riverwalk Jacksonville Development filed a Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 14-19672) on April 28, 2014, in Miami. Stevan J. Pardo signed the petition as managing member. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Geoffrey S. Aaronson, Esq., at Aaronson Schantz P.A. serves as the Debtor's counsel. Judge Laurel M Isicoff oversees the case. SAGE AUTOMOTIVE: S&P Assigns 'B' CCR & Rates $150MM Loan 'B' ------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned its 'B' corporate credit rating to Greenville, S.C.-based automotive interior textiles (fabrics) supplier Sage Automotive Holdings Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue-level and '3' recovery ratings to Sage's $150 million first-lien term loan. The '3' recovery rating indicates S&P's expectation that lenders would receive a meaningful recovery (50%-70%) in the event of a payment default. S&P also assigned its 'CCC+' issue-level and '6' recovery ratings to the company's $40 million second-lien term loan. The '6' recovery rating indicates S&P's expectation that lenders would receive negligible recovery (0%-10%) in the event of a payment default. The debt issuance also includes an unrated $30 million asset-based lending (ABL) revolver. "The stable rating outlook reflects our expectation that Sage can maintain debt to EBITDA below 5x and generate FOCF to debt of about 5% during the next 12 months," said Standard & Poor's credit analyst Naomi Dsouza. "We believe demand for Sage's textile products will continue at the current pace over the next 12 months as a result of continued market penetration in China and Europe due to increasing middle class demands (particularly in China) and additional opportunistic platform wins." Although unlikely, S&P could raise the rating during the next 12 months if it believes the U.S. seasonally adjusted annual rate (SAAR) and the underlying demand for automobile textile interiors are more robust than forecasted. This could allow the company to generate incremental cash to repay debt sooner than anticipated. S&P would also need to believe that the improvements in credit metrics would be sustained. S&P could lower the rating if FOCF generation turns negative for consecutive quarters and significantly decreases liquidity, or if debt to EBITDA, including S&P's adjustments, substantially exceeds 5x. This could result from a weaker-than-expected U.S. economy that stifles light vehicle demand or OEMs consolidating platforms with larger Tier 1 suppliers. SEARS CANADA: Said to Be Mulling Bankruptcy, Tapped Advisors ------------------------------------------------------------ James Covert, writing for The New York Post, reported that Sears Canada is weighing a potential Chapter 11 filing as its CEO is set to depart. The Post has learned that the department store chain has begun to reach out to top law firms in Canada. A bankruptcy filing isn't imminent or even certain, sources cautioned. The Company has enough inventory to get through the holiday season. On Thursday, Sears Canada said CEO Douglas Campbell will leave the company no later than Jan. 1 so that he can "tend to personal family issues." Billionaire Eddie Lampert, chairman of Sears Holdings, controls Sears Canada through a 51% equity stake in the company. A bankruptcy law firm in Canada has received an inquiry from Sears Canada about being retained, sources close to the matter told the Post. Asked by The Post on Thursday about Sears Canada's recent talks with bankruptcy lawyers, company spokesman Vincent Power said, "There is no truth to this." Sources also told the Post that Lampert is now scrambling to sell more of the chain's best locations to raise cash outside of a court proceeding. The report also noted that with Sears Canada's prospects as a business in doubt, the prospect of a piecemeal selloff of the retailer looks less lucrative. The Post reported last week that an auction by Sears Holdings of its 51% stake in Sears Canada failed to attract any bids in its second round. Sources told The Post that prospective bidders in the auction run by Bank of America got spooked after getting a look at the company's fast-deteriorating financials. The Post also reported that Fairholme Capital Management, one of Sears' largest shareholders, said Thursday it was unable to reach a deal with real estate firm St. Joe to participate in a $400 million loan to Sears Holdings. SEARS HOLDINGS: PYOF to Provide $50 Million in Funding ------------------------------------------------------ As previously reported by the TCR on Sept. 19, 2014, three subsidiaries of Sears Holdings entered into a $400 million short term loan with affiliates of ESL Investments that is secured by mortgages on certain real property of Holdings and its subsidiaries. The first $200 million of the Loan was funded at the closing on Sept. 15, 2014, and, subject to the satisfaction of certain post-closing conditions, $200 million will be funded on Sept. 30, 2014. The Loan will have an annual base interest rate of 5% and an upfront fee of 1.75% of the principal amount. The Loan is due Dec. 31, 2014, but as long as there is no event of default, may be extended at Holdings' option until Feb. 28, 2015, upon the payment of an extension fee equal to .5% of the principal amount. PYOF 2014 Loans, LLC, purchased a 12.5% participation interest in the Loan from affiliates of ESL Partners pursuant to a participation agreement by and among PYOF and affiliates of ESL Partners, according to a regulatory filing with the U.S. Securities and Exchange Commission. Under the Participation Agreement, PYOF is obligated to participate pro rata in the additional funding of $200 million to Holdings on Sept. 30, 2014, assuming satisfaction of certain required conditions. ESL Partners and its affiliates disclosed that as of Sept. 22, 2014, they beneficially owned 47,206,112 shares of common stock of Sears Holdings Corporation representing 44.3 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/xdSdyI About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.36 billion in 2013, a net loss of $930 million in 2012 and a net loss of $3.14 billion in 2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in total assets, $15.51 billion in total liabilities and $919 million in total equity. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to Caa1 from B3. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SEARS HOLDINGS: Fairholme Unit Steps Back From Loan --------------------------------------------------- Fairholme Capital Management, L.L.C., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that its subsidiary, The St. Joe Company, was unable to agree on terms for a participation in the $400 million secured short-term loan disclosed on the 8-K filed by the Company on Sept. 15, 2014. The St. Joe Company was unable to agree on terms for such a participation in light of its investment criteria and has declined the opportunity to participate, Fairholme stated in the regulatory filing. As reported by the TCR on Sept. 18, 2014, Sears Holdings, through Sears, Roebuck and Co., Sears Development Co., and Kmart Corporation, entities wholly-owned and controlled, directly or indirectly by the Company, have entered into a $400 million secured short-term loan with JPP II, LLC, and JPP, LLC, entities affiliated with ESL Investments, Inc., on Sept. 15, 2014. PYOF 2014 Loans, LLC, purchased a 12.5% participation interest in the Loan from affiliates of ESL Partners pursuant to a participation agreement by and among PYOF and affiliates of ESL Partners. Under the Participation Agreement, PYOF is obligated to participate pro rata in the additional funding of $200 million to Holdings on Sept. 30, 2014, assuming satisfaction of certain required conditions. Fairholme Capital Management, L.L.C., disclosed that as of Sept. 24, 2014, it beneficially owned 24,593,273 Shares (23.1%) of Sears Holdings, based upon the 106,472,251 Shares outstanding as of Aug. 15, 2014, according to the Company. Fairholme Funds, Inc., may be deemed to be the beneficial owner of 15,093,573 Shares (14.2%) of the Company. Bruce R. Berkowitz may be deemed to be the beneficial owner of 25,506,273 Shares (24.0%) of the Company. A copy of the regulatory filing is available for free at: http://is.gd/fmh1e9 About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.36 billion in 2013, a net loss of $930 million in 2012 and a net loss of $3.14 billion in 2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in total assets, $15.51 billion in total liabilities and $919 million in total equity. * * * Moody's Investors Service, in January 2014, downgraded Sears Holdings Corporate Family Rating to Caa1 from B3. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SEARS METHODIST: Nursing Facility Gets $6.24 Million Bid -------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Sears Methodist Retirement System Inc., a nonprofit operator of senior living facilities and veterans' homes in Texas, will sell its geriatric and nursing facility on the campus of Texas Tech University for $6.24 million to a buyer affiliated with Ensign Group Inc., absent a higher bid at auction. According to the report, if agreed by the judge in Dallas, bids to top the offer from Ensign Group's Knight Health Holdings LLC will be due Oct. 27 in advance of an Oct. 29 auction and a requested Oct. 31 hearing to approve the sale. 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. SIMPLEXITY LLC: Seeks Extension of Exclusive Plan Filing Period --------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Simplexity LLC has asked the bankruptcy judge in Wilmington, Delaware, to further extend its exclusive plan filing period to Nov. 11 to allow it to continue discussions about its claims against lender Fifth Third Bank. According to the report, the Official Committee of Unsecured Creditors has asked the bankruptcy court to terminate Simplexity's exclusivity to allow the panel to pursue a lawsuit against the bank, saying it's improper for the company's officers, directors, managers and indirect owner Versa Capital Management LLC to lead settlement negotiations with Fifth Third. The court schedule a hearing for Oct. 16 to determine approval of the Committee's and Simplexity's requests. About Simplexity Simplexity, LLC, a defunct cellphone activator, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-10569) on March 16, 2014. The case is before Judge Kevin Gross. The Debtors' counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware. Prime Clerk LLC serves as claims and noticing agent. Simplexity hired Rutberg & Co. as investment banker. Simplexity LLC and Simplexity Services LLC both estimated $10 million to $50 million in assets, and $50 million to $100 million in liabilities. The U.S. Trustee for Region 3 appointed five members to an official committee of unsecured creditors. Peter S. Partee, Sr., Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in New York; and Christopher A. Ward, Esq., and Shanti M. Katona, Esq., at Polsinelli PC, in Wilmington, Delaware, represent the Committee. SPRING BRANCH: $10M Suit Against Johnson DeLuca Over Ch. 11 Pared ----------------------------------------------------------------- Law360 reported that a Texas bankruptcy judge cut claims from a $10 million malpractice suit that alleges Johnson DeLuca Kennedy & Kurisky PC should not have advised a former hospital owner to file for Chapter 11, but he stopped short of dismissing the case. According to the report, U.S. Bankruptcy Judge Jeff Bohm ruled that while Marty McVey and his investment company cannot pursue claims that he lost millions when a deal to sell the defunct Spring Branch Medical Center fell through as a result of the bankruptcy, he can sue Johnson DeLuca for allegedly allowing creditors to go after him for $2.6 million of the hospital's debt. SUPER BUY FURNITURE: Amends Schedules of Assets and Liabilities --------------------------------------------------------------- Super Buy Furniture, Inc., amended its schedules of assets and liabilities, disclosing to the Bankruptcy Court: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $18,209,692 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $717,301 F. Creditors Holding Unsecured Non-priority Claims $25,926,690 ----------- ----------- TOTAL $18,209,692 $26,643,992 The Amended Schedules, dated Sept. 12, 2014, reflect that four creditors have been removed from Schedule F Unsecured Non-Priority Claims while another nine creditors have been added to Schedule F. A copy of the Amended Schedules, which includes details on the removed and added Schedule F creditors, is available for free at: http://bankrupt.com/misc/SuperBuyFurniture_131_amendedSALs.pdf About Super Buy Furniture Cidra, Puerto Rico-based Super Buy Furniture, Inc., operator of furniture stores throughout Puerto Rico under the business name of "Casa Pitusa Muebles y Enseres", filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 14-05523) in Old San Juan, Puerto Rico, on July 3, 2014. The Company disclosed $18.2 million in assets and $26.8 million in debt in its original schedules. The Company has tapped the firm O'Neill & Borges, in San Juan, Puerto Rico, as counsel, and CPA Luis R. Carrasquillo & Co., P.S.C., as financial consultant. The U.S. Trustee for Region 21 appointed seven creditors to serve in the official committee of unsecured creditors in the case. Javier Vilarino and Ferraiuoli, LLC, serve as legal counsel to the Creditors Committee. SUPERVALU INC: Fitch Raises Issuer Default Rating to 'B' -------------------------------------------------------- Fitch Ratings has upgraded SUPERVALU Inc.'s (SVU) Issuer Default Rating (IDR) to 'B' from 'B-'. Fitch has also upgraded the company's credit facilities and senior unsecured notes. The Rating Outlook is Stable. KEY RATING DRIVERS The upgrade reflects SVU's improved top line performance over the past year which provides greater confidence that the company should be able to sustain flat to modestly improved consolidated sales and steady EBITDA (excluding any impact from the transition services agreement [TSA]) over the next 12-24 months. The upgrade further reflects Fitch's expectation that free cash flow (FCF) will be used in part for debt reduction, and that adjusted debt/EBITDAR will be stable to modestly improved going forward in the low-4x range. SVU's business mix has improved in the wake of its March 2013 sale of its New Albertson's, Inc. (NAI) business to a Cerberus Capital Management (Cerberus)-led consortium, reducing its exposure to the competitive traditional supermarket sector. Since that time, SVU has been cutting expenses, decentralizing the supermarket operations, and investing in price reductions to revive sales growth. These efforts have led to positive ID sales in the Save-A-Lot segment in fiscal 2014 (ending February) and the first quarter of fiscal 2015, and slightly positive sales in the Retail Food segment for the past two quarters, while sales trends in the Independent Business segment remain negative. The Independent Business accounted for 47% of sales and 36% of EBITDA in the 12 months ended June 2014, compared with 25%/29% for Save-A-Lot, and 28%/35% for Retail Food. Save-A-Lot is gaining momentum and has good prospects in the current grocery environment which should help offset ongoing 1%-2% attrition in the Independent Business and +/- 1% comps in the Retail Food business. Price reductions led to modestly lower fiscal 2014 EBITDA in both the Save-A-Lot and Retail Food Segments, while EBITDA from the Independent Business segment was slightly higher due to expense savings. While overall segment EBITDA was relatively steady in fiscal 2014, consolidated EBITDA improved to $754 million (excluding restructuring charges) from $650 million in fiscal 2013, due to incremental TSA fees from Albertson's LLC (LLC) and NAI and savings from the workforce reduction completed in the second quarter of fiscal 2014. Fitch expects EBITDA to be flat in fiscal 2015, as ongoing price reductions will likely offset the benefit from cost savings. Fitch sees only limited upside to EBITDA beyond fiscal 2015 given the significant operating and competitive challenges in the low-margin grocery business. Fitch projects modestly lower sales and EBITDA from the Independent Business over the balance of fiscal 2015. For Save-A- Lot, Fitch expects mid-single digit comp sales growth and moderately lower EBITDA in fiscal 2015, with the potential for some EBITDA upside in fiscal 2016. And for the Retail Food segment, Fitch projects comparable store sales in the 0%-1% range and relatively flat EBITDA in fiscal 2015, and sees limited upside to EBITDA in fiscal 2016 and beyond. Over the medium term, SVU will have to manage down its costs associated with the TSA assuming the Albertson's entities move their back-office functions to their new affiliated company Safeway Inc., assuming that transaction closes as expected during the fourth quarter. Fees from the TSA are estimated at $190 million in fiscal 2015. Higher EBITDA in fiscal 2014 together with the repayment of $113 million of debt led to a reduction in adjusted debt/EBITDAR to 4.3x at the end of fiscal 2014 from 5.0x at end-fiscal 2013. Looking ahead, adjusted leverage should be steady to modestly lower on flattish EBITDA and modest debt reduction from FCF. The next refinancing hurdle is the $628 million of 8% notes due in May 2016. Fitch believes SVU has flexibility to address this maturity through a refinancing, retained FCF -- estimated by Fitch at $150 million-$200 million annually -- and asset sales. After that, the company's next debt maturities are in 2019 when the secured revolver and term loan mature, and 2021, when $400 million of senior unsecured notes mature. TSA Risk The rating takes into account the risk to SVU's bottom line from a termination of the TSA by NAI and/or LLC. The TSA was recently extended by a year to run through Sept. 21, 2016, though fees could begin to decline prior to that time should the Albertson's entities dispose of any of their stores or distribution centers or cancel any services, as they are permitted to do. The impact from this will depend on SVU's ability to manage down its costs concurrent with any reduction in fees. SVU has not disclosed the actual costs associated with providing these services or the breakdown of those costs, though the fees of $190 million were essentially designed to cover SVU's costs and to be break-even for SVU in fiscal 2014. SVU's cost structure would include costs that are variable in nature, such as labor and supplies, and fixed costs such as depreciation and rent on property and equipment. Reducing variable costs should be straightforward, while reducing fixed costs will be more time consuming and may be difficult to fully eliminate. Assuming half of the costs are fixed in nature, there is a $95 million risk to SVU's EBITDA over the near term should Safeway take over the services currently provided by SVU. This could potentially drive SVU's EBITDA from $754 million in fiscal 2014 toward $660 million, pushing leverage back up to around 5.0x from 4.3x at the end of fiscal 2014. SVU would still be FCF positive at around $100 million annually at these levels. Recovery Analysis Fitch's ratings on individual debt issues are based on the IDR and the expected recovery in a distressed scenario. Fitch has allocated across the capital structure an assumed enterprise value of $2.9 billion (after administrative claims) which is based on an assumed post-default EBITDA of approximately $590 million and a 4.9x multiple. The post-default EBITDA assumes a 30% decline in EBITDA at Retail Food and the Independent Business, and flat EBITDA at Save-A-Lot. The multiple is a weighted average of 4.0x for the Retail Food segment, 4.5x for the independent business and 6.5x for Save-A-Lot. The $1 billion revolving ABL facility, which is assumed to be 70% drawn, is backed by inventories, receivables, and prescription files, which Fitch collectively values at $1.1 billion. The $1.5 billion term loan is backed by real estate with a book value of approximately $684 million and a pledge of the shares of Moran Foods, LLC (Save-A-Lot), which Fitch values at $1.4 billion, assuming a 6.5x multiple of EBITDA (net of allocated corporate expenses). As such, both facilities are assumed to receive a full recovery, leading to a rating on both facilities of 'BB/RR1'. The senior unsecured notes are rated 'B/RR4', up from 'CCC+/RR5', implying a 30%-50% recovery. Fitch notes that in a liquidation scenario, SVU's company pension underfunding of $465 million and multiemployer pension (MEPP) underfunding of $455 million would rank ahead of the senior unsecured notes given the unique structural priorities available to the PBGC and pension plan fiduciaries. Therefore, in a liquidation scenario, there would be no recovery to the senior notes. RATING SENSITIVITIES A downgrade could result in the event of more negative operating trends across the business, with top line declining in the 2%-3% range, FCF turning negative, and/or adjusted debt/EBITDAR moving above 5x. An upgrade could result from more robust top-line growth and steady to improving EBITDA supported by a turnaround of the Save- A-Lot segment, a stabilization of the Independent Business, and steady results in the Retail Food segment, causing adjusted debt/EBITDAR to improve to below 4x. Fitch upgrades SVU's ratings as follows: SUPERVALU INC. -- IDR to 'B' from 'B-'; -- $1 billion secured revolving credit facility to 'BB/RR1' from 'BB-/RR1'; -- $1.5 billion secured term loan to 'BB/RR1' from 'BB-/RR1'; -- Senior unsecured notes to 'B/RR4' from 'CCC+/RR5'. The Rating Outlook is Stable. S.W.A. LLC: Old Union Turnpike Property to Be Sold Oct. 22 ---------------------------------------------------------- AMR Real Estate Holdings-Lancaster, LLC -- the present holder of a mortgage given by S.W.A. LLC to Toyota Motor Credit Corporation -- will foreclose on SWA LLC's property and will hold a public auction at 10:00 a.m. on October 22, 2014, upon the mortgaged premises at 700 Old Union Turnpike, Lancaster, Worcester County, Massachusetts. The real property covered by the Mortgage will be sold subject to any and all restrictions, easements, covenants, conditions, unpaid real estate taxes, tax titles, municipal liens and assessments and existing encumbrances of record created prior to the Mortgage, if any thereon. The real property covered by the Mortgage also will be sold subject to all leases and tenancies having priority over the Mortgage, to tenancies or occupation by persons on the premises and to all laws and ordinances including, without limitation, all building, zoning and environmental laws and ordinances. Bidders are required to submit a $200,000 deposit in cash, certified check or bank treasurer's check at the time and place of the sale. The balance of the purchase price must be paid in cash, certified check or bank treasurer's check upon delivery of the deed 30 days from the date of the sale. The deposit paid at the time of the sale will be forfeited if the purchaser does not comply strictly with the terms of the sale. Other terms will be announced at the sale. AMR Real Estate Holdings-Lancaster, LLC, is represented by: John P. Dougherty, Esq. NUTTER, MCCLENNEN & FISH, LLP 155 Seaport Boulevard Boston, MA 02110-2604 Tel: (617) 439-2000 E-mail: jdougherty@nutter.com STEPHEN T. YELVERTON: Court Tosses Suit Suit v. Chapter 7 Trustee ----------------------------------------------------------------- Stephen Thomas Yelverton sued Wendell W. Webster, the chapter 7 trustee overseeing Yelverton's bankruptcy case, and Webster's surety, Federal Insurance Company. Yelverton is vexed because Webster entered into a global settlement agreement with Yelverton's sisters in the main bankruptcy case under terms which Yelverton finds wanting. In return for the sum of $110,000 paid to the estate, the settlement extinguished litigation claims brought by Yelverton against his sisters and eliminated Yelverton's ownership interest in the family's pig farm. Yelverton filed an objection to Webster's motion for court approval of the settlement and, after the court approved the settlement over his objection, sought to overturn that approval through various motions and appeals. Unsuccessful in those attacks, he initiated the adversary proceeding to collaterally attack the settlement by alleging in his corrected amended complaint that Webster breached his fiduciary duties by negotiating and agreeing to the settlement terms. In a September 24, 2014 Memorandum Decision available at http://is.gd/c4WcIGfrom Leagle.com, Bankruptcy Judge S. Martin Teel, Jr., ruled that the corrected amended complaint must be dismissed because (1) it fails to state a claim upon which relief can be granted under Rule 12(b)(6) of the Federal Rules of Civil Procedure for it fails to include well-pled facts supporting the claims asserted, and it is not plausible on its face; and (2) Yelverton is barred from re-litigating his objections to the settlement by the doctrines of res judicata (claim preclusion) and collateral estoppel (issue preclusion). Stephen T. Yelverton is the sole member of the Yelverton Law Firm, PLLC. He filed for Chapter 11 bankruptcy protection (Bankr. D. D.C. Case No. 09-00414) on May 14, 2009. Judge S. Martin Teel, Jr., on Aug. 20, 2010, denied confirmation of the Debtor's plan and converted the case to Chapter 7. TALISMAN ENERGY: Fitch Cuts Preferred Stock Rating to 'BB' ---------------------------------------------------------- Fitch Ratings has downgraded Talisman Energy Inc.'s (Talisman; NYSE: TLM) Long-term Issuer Default Rating (IDR) and senior unsecured ratings to 'BBB-' from 'BBB'. Fitch also downgrades the company's Short-term IDR and commercial paper program to 'F3' from 'F2'. The Rating Outlook has been revised to Stable from Negative. The downgrade primarily reflects the company's forecasted continued negative free cash flow (FCF) profile and heightened reliance on asset sales to alleviate pressure on leverage metrics. Approximately $4.7 billion of debt is affected by the rating action. KEY RATING DRIVERS Talisman's ratings consider the company's size, expected achievement of core asset FCF neutrality by 2016, adequate liquidity position, and manageable maturities profile. These considerations are offset by the company's lower production and reserve profiles, relatively high finding, development & acquisition (FD&A) costs, increased exposure to natural gas, remaining non-core asset sale obstacles and extended development horizon, and possibility for higher leverage metrics without the execution of targeted asset sales. The company reported net proved reserves of 891 million barrels of oil equivalent (mmboe) at year-end 2013 and net production of 291 thousand boe per day (mboepd), including consolidated subsidiaries and joint ventures, as of June 30, 2014. This results in a reserve life of about 8.5 years. The Fitch-calculated one- and three-year average organic reserve replacement rates are 115% and 67%, respectively. Total production and reserves are down nearly 20% and over 25%, respectively, since 2009 mainly due to asset sales. The natural gas production mix has grown to roughly 65% in 2013 (North American natural gas represented 45% of total production) from about 50% in 2009, which has contributed to lower product diversification. Management's focus on liquids production (core liquids growth of 25% since the first quarter 2013) should help improve product mix medium-term. ASSET PROFILE CONTINUES TO EVOLVE Management continues to divest/dilute non-core positions in an effort to focus on its core North American and South East Asian plays and improve capital efficiency, as well as close funding gaps. These core assets tend to have favorable liquids characteristics, exposure to premium pricing, location advantages, and/or beneficial cost structures. Talisman has illustrated its ability to execute asset sales by exiting seven non-core positions and completing $6.6 billion in dispositions, including carries, since 2011. However, Fitch believes the company's remaining non- core assets may prove to be challenging to divest/dilute, particularly its North Sea positions. Management has targeted non-core asset sales of approximately $2 billion over the next 12 to s18 months. LEVERAGE PROFILE LINKED TO ASSET SALES Talisman's 2013 leverage metrics increased year-over-year due to an over $800 million increase in borrowings to fund capital expenditures, while the production volume and liquids mix declined. The company ended 2013 with debt/EBITDA of 2.0x, which was anticipated by Fitch and marginally better than expectations. Further, Fitch-calculated year-end debt/proved (1p) reserves and debt per flowing barrel metrics, including equity affiliates, were approximately $6/boe and nearly $18,400, respectively. LTM debt/EBITDA improved to 1.6x supported by higher North American natural gas prices and the repayment of the company's outstanding revolver and a portion of its commercial paper (CP) balance funded mainly with asset sale proceeds. Management expects the company's core assets to achieve a production and cash flow CAGR of 5% and 10%, respectively, through 2018 and FCF neutrality by 2016, but Fitch recognizes that in non-core segments, particularly North Sea, negative FCF concerns remain. Fitch's base case forecasts Talisman will be about $1.3 billion FCF negative, including equity affiliates and dividends, in both 2014 and 2015, using Fitch's oil & gas price deck. Fitch's base case assumes the shortfalls in 2014 and 2015 will be primarily funded with $1.4 billion in completed and $2 billion in targeted asset sales. This results in debt/EBITDA of 1.7x and 1.6x in 2014 and 2015, respectively. Debt/1p reserves and debt per flowing barrel metrics, including equity affiliates, are forecast to improve to approximately $4.70/boe and $14,300, respectively, by 2015. This, however, is dependent on the company's ability to achieve the targeted $2 billion in non-core assets, while not materially reducing cash flows, 1p reserves, and production. Fitch forecasts upward pressure on leverage metrics in 2016. Fitch expects Talisman's leverage profile to remain closely linked to asset sales and believes that an inability to execute at targeted levels and under favorable terms could pressure the rating. Fitch estimates that, subject to market prices and asset profile, base case 2015 debt/EBITDA, debt/1p reserves, and debt per flowing metrics could increase approximately 0.2x, $0.55/boe, and $1,600, respectively, for each incremental $500 million in asset sale shortfalls. The company utilizes a combination of swaps and two-way collars to manage cash flows and support development funding. As of June 30, 2014, the company had entered into derivatives contracts through 2016. ADEQUATE LIQUIDITY POSITION Talisman had unrestricted cash and equivalents of $356 million as of June 30, 2014. Restricted cash, representing the company's share of funds held in escrow to satisfy Yme removal obligations, totaled $186 million ($125 million short-term) as of June 30, 2014. Additional cash and equivalents of $223 million, as of June 30, 2014, are held by the company's joint ventures. Supplemental liquidity is provided by the company's $3.0 billion and $200 million senior unsecured credit facilities due March 2019 and October 2018, respectively. The company's $3.0 billion credit facility includes a $1 billion sublimit for the issuance of letters of credit. Further, the company maintains a $1.0 billion CP program. Available borrowing capacity under the credit facilities was nearly $2.9 billion, as of June 30, 2014, due to $315 million of CP outstanding. MANAGEABLE MATURITIES PROFILE Maturities equal to $375 million, UK250 million (about $410 million), and $700 million in 2015, 2017, and 2019, respectively, are due over the next five years. These represent the company's 5.125% senior notes due May 2015, 6.625% senior notes due December 2017, and 7.75% senior notes due June 2019. This excludes $315 million in CP borrowings and $6 million ($46 million total) in Tangguh LNG project financing payments as of June 30, 2014. Talisman, as defined in its $3.0 billion bank credit facility agreement, is subject to a quarterly consolidated debt-to-cash flow ratio of less than 3.5x on a trailing twelve-month basis (1.9x as of June 30, 2014). Other covenants consist of lien limitations and transaction restrictions. OTHER LIABILITIES Talisman's defined benefit pension plan was about $101 million underfunded at year-end 2013, or an over 55% funded status. Fitch believes that the expected size of service costs and contributions are manageable relative to fund flows from operations at less than 5%. Other contingent obligations totaled $3.3 billion, exclusive of the divested Montney and other non-core western Canada assets, on a multi-year, undiscounted basis as of proforma Dec. 31, 2013. Obligations are primarily comprised of transportation and processing commitments ($1.8 billion), office and vessel leases ($580 million), and other service contracts ($879 million). Additionally, the company's share of Yme field settling costs and liabilities were $223 million, as of June 30, 2014, which is cash collateralized. The entire Yme field obligation is expected to be satisfied by 2016. Talisman's asset retirement obligations (AROs) were $1.9 billion, as of June 30, 2014, which is up from the $1.8 billion reported at year-end 2013 mainly due to a change in discount rate. The company expects to pay $43 million in AROs over the next 12 months. Fitch notes that about half of the reported AROs ($3.2 billion undiscounted as of Dec. 31, 2013) are associated with the North Sea. Fitch recognizes that North Sea rationalization risk exists given the challenging sale environment and production profile of Talisman's positions. This could accelerate decommissioning costs and materially impact cash flows. Fitch views the acceleration of decommissioning costs as an event risk, since the current intention is to redevelop and divest these assets. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Rationalization of the company's reserve base that leads to a portfolio with favorable netbacks retaining size, scale, and diversification; -- Achievement of a mid-cycle debt/EBITDA at or below 1.5x on a sustained basis; -- Realization of debt/1p reserves below $5.00/boe and/or debt/flowing barrel under $15,000. Fitch believes the company's evolving asset profile, North Sea challenges, limited near-term growth prospects, and forecasted negative FCF are credit overhangs. Talisman still faces several obstacles as it continues divesting non-core assets in order to streamline its portfolio and meet near-term funding requirements, which Fitch believes lessens the probability of positive rating actions over the near term. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Mid-cycle debt/EBITDA of above 2.0x on a sustained basis; -- Debt/1p reserves of over $6.00/boe and/or debt/flowing barrel approaching $20,000; -- An inability to divest $1.5-$2.0 billion in non-core assets that requires the use of debt to close funding gaps; -- A sustained weak crude and natural gas pricing environment without a corresponding reduction in capex; -- Increased dividend payments or commencement of share repurchases inconsistent with the expected cash flow profile. Fitch does not anticipate a negative rating action in the near term, but recognizes that the company's financial flexibility is limited. Further rating actions will be closely linked to the management's ability to balance and execute its operational, divestiture/dilution, and financial targets. Fitch has downgraded Talisman's ratings as: -- Long-term IDR to 'BBB-' from 'BBB'; -- Senior unsecured notes to 'BBB-' from 'BBB'; -- Senior unsecured bank facilities to 'BBB-' from 'BBB'; -- Cumulative perpetual preferred stock to 'BB' from 'BB+'; -- Short-term IDR to 'F3' from 'F2'; -- Commercial paper program to 'F3' from 'F2'. The Rating Outlook has been revised to Stable from Negative. TEC/GULL CREEK: Sale and Plan Approved -------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the bankruptcy judge in Baltimore, Maryland, has approved the sale of the non-profit, 86-unit Gull Creek Retirement Community to an affiliate of WMD Asset Management LLC, and approved the Chapter 11 plan of liquidation, which proposes to distribute sale proceeds to creditors. According to the report, the WMD affiliate was named winning bidder after no competing bids were received and the auction was canceled. TEC/Gull Creek, Inc., which provides both independent and assisted living services to its residents, sought protection under Chapter 11 of the Bankruptcy Code on June 27, 2014. The case is In re TEC/Gull Creek, Inc., Case No. 14-20311 (Bankr. D. Md.). The case is assigned to Judge Duncan W. Keir. The Debtor's counsel is James Edward Van Horn, Jr., Esq., at McGuirewoods LLP, in Baltimore, Maryland. The Debtor's financial advisor is Weinsweigadvisors LLC, while its investment banker is Cassidy Turley Commercial Real Estate Services, Inc. The Debtor has estimated assets of $1 million to $10 million and estimated liabilities of $10 million to $50 million. The petition was signed by Lloyd R. Kitchen, Jr., executive vice president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb14-20311.pdf TELEXFREE LLC: Creditors Object to Professional Fees ---------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that creditors who say they are victims of the TelexFree LLC Ponzi scheme objected to the payment of fees to professional firms hired by the former Internet phone-service provider, saying their work resulted only in delay and waste. According to the report, the objectors asked the judge to disallow fees sought by law firms Greenberg Traurig LLP and Gordon Silver and financial adviser Alvarez & Marsal North America LLC. Alternatively, the creditors asked the judge to postpone the fee hearing until an official creditors' committee is formed, the report related. About TelexFREE TelexFREE -- http://www.TelexFREE.com-- is a telecommunications business that uses multi-level marketing to assist in the distribution of voice over internet protocol telephone services. TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited international calling to seventy countries for a flat monthly rate of $49.90. TelexFREE has over 700,000 associates or promoters worldwide. The company believes the sales of the 99TelexFREE product, the TelexFREE "app," and other new products will ultimately prove successful and profitable. The company is struggling, however, with several factors that required it to seek chapter 11 protection. First, the Company experienced exponential growth in revenue between 2012 and 2013 (from de minimus amounts to over $1 billion), which put tremendous pressure on the Company's financial, operational and management systems. Second, although the company revised its original compensation plan to promoters in order to address certain questions that were raised regarding such plan, the company believes that the plans need to be further revised. Finally, the trailing liabilities arising from the original compensation plan are difficult to quantify and have resulted in substantial asserted liabilities against the company, a number of which may not be valid. TelexFREE LLC and two affiliates sought bankruptcy protection (Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014. Alvarez & Marsal North America, LLC is serving as restructuring advisor and Greenberg Traurig, LLP and Gordon Silver are serving as legal advisors to TelexFREE. Kurtzman Carson Consultants LLC serves as claims and noticing agent. TelexFREE, LLC, estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. TelexFREE is facing accusations of operating a $1 billion-plus pyramid scheme. In May, the Court approved the motion by the U.S. Securities & Exchange Commission to transfer the venue of the Debtors' cases to the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and 14-40989). The Court entered an order in relation to the venue transfer stating that the cases remain jointly administered, and KCC will continue to serve as claims processing agent. The Debtors had opposed to the motion, stating that while the SEC contends that the Massachusetts Bankruptcy Court is more convenient for the SEC, the SEC has failed entirely to meet its burden to show that the Massachusetts Bankruptcy Court is better than the Nevada Bankruptcy Court for administration of the Chapter 11 Cases. The Debtors chose the Nevada Bankruptcy Court because, inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party to more than 700,000 contracts governed by Nevada law. A creditors' committee has not yet been appointed in the Chapter 11 Cases. TENET HEALTHCARE: Offering $500 Million of Senior Notes ------------------------------------------------------- Tenet Healthcare Corporation is offering to sell $500 million aggregate principal amount of senior notes, which will bear interest at a rate of 5.50% per annum. The proceeds from the offering will be used for general corporate purposes, including the repayment of indebtedness and drawings under Tenet's senior secured revolving credit facility, related transaction fees and expenses, and acquisitions. The notes will be Tenet's general unsecured senior obligations and will be subordinated to all of Tenet's existing and future senior secured obligations to the extent of the value of the collateral securing Tenet's senior secured obligations, and will be structurally subordinated to all obligations and liabilities of Tenet's subsidiaries. About Tenet Tenet Healthcare Corporation is a national, diversified healthcare services company with more than 105,000 employees united around a common mission: to help people live happier, healthier lives. The company operates 80 hospitals, more than 190 outpatient centers, six health plans and Conifer Health Solutions, a leading provider of healthcare business process services in the areas of revenue cycle management, value-based care and patient communications. For more information, please visit www.tenethealth.com. Tenet reported a net loss of $104 million in 2013 following net income of $133 million in 2012. As of June 30, 2014, the Company had $16.90 billion in total assets, $15.75 billion in total liabilities, $277 million in redeemable noncontrolling interests in equity of consolidated subsidiaries and $873 million in total equity. * * * Tenet carries a 'B' IDR from Fitch Ratings, B corporate credit rating from Standard & Poor's Ratings Services and B1 Corporate Family Rating from Moody's Investors Service. THORNBURG MORTGAGE: Judge Narrows $1.9 Billion Suit Against Banks ----------------------------------------------------------------- Bankruptcy Judge Duncan W. Keir granted, in part, the Defendants' "Joint Motion to Dismiss First Amended Complaint" filed in the case captioned as, Joel I. Sher in his capacity as Chapter 11 Trustee for TMST, Inc., TMST Hedging Strategies, Inc. and TMST Home Loans, Inc., Plaintiff, v. JP Morgan Chase Funding Inc., et al, Defendants, Adv. Proc. No. 11-340 (Bankr. D. Md.). Mr. Sher sued various financial institutions over transactions that contributed to the collapse of Thornburg Mortgage, Inc. He seeks total damages in excess of $1.9 billion. In his ruling, Judge Keir dismissed several of the counts raised by Mr. Sher. A copy of the Court's September 24, 2014 Memorandum of Decision is available at http://is.gd/bBEkmSfrom Leagle.com. Citigroup Global Markets, Inc. and Citigroup Global Markets Limited jointly filed a supplemental memorandum setting forth grounds unique to their request for dismissal. The Defendants set forth their grounds for dismissal under the safe harbor provisions of Section 546 of the Bankruptcy Code2, Federal Rule of Bankruptcy Procedure 7012, incorporating Federal Rule of Civil Procedure 12(b)(6), and Federal Rule of Bankruptcy Procedure 7056, incorporating Federal Rule of Civil Procedure 56. Mr. Sher has filed an Opposition to the Motion to Dismiss and both parties have filed further supplemental pleadings. The court held a hearing upon the Motion to Dismiss on May 1, 2013. About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage and its four affiliates filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009. Thornburg changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, served as counsel to Thornburg Mortgage. Orrick, Herrington & Sutcliffe LLP served as special counsel. Jim Murray and David Hilty of Houlihan Lokey Howard & Zukin Capital, Inc., served as investment banker and financial advisor. Protiviti Inc. served as financial advisory services. KPMG LLP served as the tax consultant. Epiq Systems, Inc., serves claims and noticing agent. Thornburg disclosed total assets of $24.4 billion and total debts of $24.7 billion, as of Jan. 31, 2009. On Oct. 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc. He is represented by his firm, Shapiro Sher Guinot & Sandler. UNITEK GLOBAL: Further Extends Standstill Periods to Oct. 2 ----------------------------------------------------------- As disclosed in its current reports on Form 8-K filed on Aug. 13, 2014, and Sept. 4, 2014, UniTek Global Services, Inc., previously entered into forbearance agreements, dated as of Aug. 8, 2014, with the Company's lenders under its Term Credit Agreement and Revolving Credit Agreement, which agreements were amended on Sept. 3, 2014, to extend through Sept. 23, 2014, the standstill periods contained in those agreements. In a Form 8-K filed with the U.S. Securities and Exchange Commission on Sept. 24, 2014, the Company said it entered into with the Term Lenders and Revolver Lenders amendments to the Term Forbearance Agreement and the Revolver Forbearance Agreement to extend through Oct. 2, 2014, the standstill periods contained in those agreements. The "Term Credit Agreement" means that certain Credit Agreement, dated as of April 15, 2011, among the Company, the several banks and other financial institutions or entities from time to time parties thereto, and Cerberus Business Finance, LLC, as administrative agent. The "Revolving Credit Agreement" means that certain Revolving Credit and Security Agreement, dated as of July 10, 2013, among the Company, certain subsidiaries thereof, the several banks and other financial institutions or entities from time to time parties thereto, and Apollo Investment Corporation, as agent. About UniTek Global Services UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. UniTek Global reported a net loss of $52.07 million on $471.93 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $77.73 million on $437.59 million of revenues in 2012. The Company's balance sheet at March 29, 2014, showed $249.60 million in total assets, $257.33 million in total liabilities and a $7.72 million total stockholders' deficit. Bankruptcy Warning "An event of default under either of our credit facilities could result in, among other things, the acceleration and demand for payment of all the principal and interest due and the foreclosure on the collateral. As a result of such a default or action against collateral, we could be forced to enter into bankruptcy proceedings, which may result in a partial or complete loss of your investment," the Company said in its annual report for the year ended Dec. 31, 2013. * * * In the Oct. 17, 2013, edition of the TCR, Moody's Investors Service assigned a Caa2 Corporate Family Rating to UniTek Global Services, Inc. UniTek's Caa2 CFR reflects the company's high interest burden, delay in filing 2013 quarterly reports with the SEC, lower than anticipated future revenues from one of its main customers, and need to address internal control weaknesses over financial reporting as of December 31, 2012 as cited in the company's Form 10-K for the year ended Dec. 31, 2012. The TCR reported on Aug. 27, 2014, that Moody's Investors Service changed UniTek Global Services, Inc.'s outlook to negative from stable due to the company's lower than anticipated operating performance during the first half of 2014 and uncertainty regarding its near-term covenant compliance. As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Blue Bell, Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'. "The ratings upgrade to 'B-' reflects our belief that the company is no longer vulnerable and dependent on favorable developments to meet its financial commitments over the next few years," said Standard & Poor's credit analyst Michael Weinstein. USEC INC: Has $6.9MM Additional Funding for ACTDO Deal ------------------------------------------------------ USEC Inc. on September 22, 2014, entered into Amendment No. 008 to the agreement dated May 1, 2014 with UT-Battelle, LLC, as operator of Oak Ridge National Laboratory, for continued research, development and demonstration of the American Centrifuge technology in furtherance of the U.S. Department of Energy's national security objectives. Amendment No. 008 amends the ACTDO Agreement to provide for additional funds of approximately $6.9 million, bringing total funding to approximately $40.7 million. The other terms and conditions of the ACTDO Agreement were not changed by the Amendment. The ACTDO Agreement provides for continued cascade operations, the continuation of core American Centrifuge research and technology activities, and the furnishing of related reports to ORNL. The agreement is a firm fixed-price contract with a total price of approximately $75.3 million for the period from May 1, 2014 to March 31, 2015. The agreement provides for payments of approximately $6.7 million per month through September 30, 2014 and approximately $6.9 million thereafter. The ACTDO Agreement is incrementally funded. Funds currently allocated to the ACTDO Agreement are expected to cover the work to be performed through October 31, 2014. The agreement also provides ORNL with one additional option to extend the agreement by six months to September 30, 2015. The option is priced at approximately $41.7 million. ORNL may exercise its option by providing notice 60 days prior to the end of the term of the agreement. The total price of the contract including options is approximately $117 million. About USEC Inc. USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del. Case No. 14-10475) on March 5, 2014. John R. Castellano signed the petition as chief restructuring officer. The Hon. Christopher S. Sontchi presides over the case. D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq., and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as the Debtor's general counsel. Amanda R. Steele, Esq., Mark D. Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton & Finger, P.A., serve as the Debtor's Delaware counsel. Vinson & Elkins is the Debtor's special counsel. Lazard Freres & Co. LLC acts as the Debtor's investment banker. AP Services, LLC, provides management services to the Debtor. Logan & Company Inc. serves as the Debtor's claims and noticing agent. Deloitte Tax LLP are the Debtor's tax professionals. The Debtor's independent auditor is PricewaterhouseCoopers LLP. KPMG LLP provides fresh start accounting services to the Debtors. VIRGIN MEDIA: Bank Debt Trades at 2% Off ---------------------------------------- Participations in a syndicated loan under which Virgin Media Investment Holdings Ltd (NTL) is a borrower traded in the secondary market at 97.61 cents-on-the-dollar during the week ended Friday, September 26, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a drop of 0.38 percentage points from the previous week, The Journal relates. Virgin Media Investment Holdings Ltd (NTL) pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 6, 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 255 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. VISION INDUSTRIES: Chief Financial Officer Quits ------------------------------------------------ Dennis P. Gauger tendered his resignation as Vision Industires Corp.'s chief financial officer on Sept. 18, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Gauger's resignation is not the result of any disagreement with the Company regarding the Company's operations, policies, or practices. The Company said it has not made a decision for a replacement CFO at this time but has begun pursuing candidates for the vacant position. The Company's Chief Executive Officer, Martin Schuermann, will assume the duties and obligations as the Company's interim CFO until a replacement can be identified. About Vision Industries Long Beach, Cal.-based Vision Industries Corp. focuses its efforts in building Class 8 fuel cell electric vehicles (FCEV) used in drayage transportation. Vision Industries Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 14-28225) on Sept. 24, 2014. The petition was signed by Jerome Torresyap as president/COO. The Debtor disclosed total assets of $1.34 million and total liabilities of $3.18 million. Marshack Hays LLP serves as the Debtor's counsel. The case is assigned to Judge Robert N. Kwan. WALTER ENERGY: Bank Debt Trades at 11% Off ------------------------------------------ Participations in a syndicated loan under which Walter Energy, Inc is a borrower traded in the secondary market at 89.15 cents-on- the-dollar during the week ended Friday, March 14, 2018 according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a drop of 2.66 percentage points from the previous week, The Journal relates. Walter Energy, Inc pays 575 basis points above LIBOR to borrow under the facility. The bank loan matures on March 14, 2018. The bank debt carries Moody's Ba3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 255 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. WPCS INTERNATIONAL: Q1 Revenue Increased to $6.8 Million -------------------------------------------------------- WPCS International Incorporated announced its fiscal 2015 first quarter financial results for the period ended July 31, 2014. Revenue for the fiscal 2015 first quarter increased 59% to $6.8 million as compared to $4.3 million for the same period the prior year, mostly attributable to contracting services project revenue in the Company's Suisun City Operations. WPCS International reported a net loss attributable to the Company of $2.23 million compared to a net loss attributable to the Company of $5.89 million for the same period in 2013. The Company's balance sheet at July 31, 2014, showed $20.82 million in total assets, $18.08 million in total liabilities and $2.73 million in total equity. Sebastian Giordano, Interim CEO of WPCS, commented, "We continue to diligently make progress across several fronts. First, we are pleased with our fiscal 2015 first quarter revenue growth of 59% on a year-over-year basis, which was mostly attributable to our Suisun City Operations. This segment of our operations is doing very well and we anticipate this trend to continue in the foreseeable future. In addition to the restructuring measures previously reported for fiscal year end 2014, we continue to make steady progress in this area during the first quarter of 2015, as we completed the sale of our Australian Operations and obtained shareholder approval for the sale of our Seattle Operations. These accomplishments are part of a comprehensive restructuring effort that, when completed, should better financially position the Company going forward. We continue to pursue the sale of our China joint venture interest, debt restructuring and further reduction of expenses and liabilities. As such, our financials for this period still reflect the impact of these legacy issues and the remaining areas that still need to be addressed. Finally, we continue our commitment to developing our digital currency business, which has resulted in an increased user base on our platforms and new product launches, such as Celery, which began generating nominal revenues during this quarter. On behalf of the management team, we are excited about the future of WPCS and thank our shareholders for their continued support during this process." A copy of the press release is available for free at: http://is.gd/cfBEVO About WPCS International Incorporated WPCS -- http://www.wpcs.com-- operates in two business segments including: (1) providing communications infrastructure contracting services to the public services, healthcare, energy and corporate enterprise markets worldwide; and (2) developing a Bitcoin trading platform. As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP as its new independent registered public accounting firm. CohnReznick LLP resigned on Dec. 20, 2013. WPCS International incurred a net loss attributable to common shareholders of $11.16 million for the year ended April 30, 2014, as compared with a net loss attributable to common shareholders of $6.91 million for the year ended April 30, 2013. As of April 30, 2014, the Company had $22.02 million in total assets, $16.05 million in total liabilities and $5.96 million in total equity. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2014. The independent auditing firm noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. YRC WORLDWIDE: Amends Credit Agreement with Credit Suisse --------------------------------------------------------- YRC Worldwide Inc. had amended its credit agreement with Credit Suisse AG, Cayman Islands Branch, as administrative agent under the Credit Agreement dated Feb. 13, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Credit Agreement Amendment, among other things: (a) increases the rates by .25%, provided that the original rates will be reinstated if the Company meets its total leverage ratio; (b) amends the annual excess cash flow sweep to require a 75% sweep if the Company's total leverage ratio is greater than 4.00:1.00; (c) requires that the Company's pro forma total leverage ratio be less than or equal to 4.00:1.00 to use (i) the $20 million "starter" component of the cumulative credit basket for investments, restricted payments or prepayments of subordinated debt or (ii) the $30 million general restricted payment basket; and (d) resets the total leverage ratio covenants as follows: Test Period Ending Maximum Total Ratio ------------------ ------------------- June 30, 2014 6.00 to 1.0 September 30, 2014 5.25 to 1.0 December 31, 2014 5.25 to 1.0 March 31, 2015 5.00 to 1.0 June 30, 2015 4.75 to 1.0 September 30, 2015 4.50 to 1.0 December 31, 2015 4.25 to 1.0 March 31, 2016 4.00 to 1.0 June 30, 2016 3.75 to 1.0 September 30, 2016 3.75 to 1.0 December 31, 2016 3.50 to 1.0 March 31, 2017 3.25 to 1.0 June 30, 2017 3.25 to 1.0 September 30, 2017 3.25 to 1.0 December 31, 2017 and thereafter 3.00 to 1.0 Upon effectiveness of the Credit Agreement Amendment, each consenting lender shall receive a fee equal to .25% of their outstanding exposure. A copy of the Amended Credit Agreement is available at: http://is.gd/Dgf3wc About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. The Company incurred a net loss of $83.6 million in 2013 following a net loss of $136.5 million in 2012. As of June 30, 2014, the Company had $2.17 billion in total assets, $2.54 billion in total liabilities and a $362.4 million total shareholders' deficit. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service had upgraded the Corporate Family Rating for YRC Worldwide Inc. ("YRCW") from Caa3 to B3, following the successful closing of its refinancing transactions. In the Jan. 31, 2014, edition of the TCR, Standard & Poor's Ratings Services said that it raised its ratings on Overland Park, Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc. (YRCW), including the corporate credit rating to 'CCC+' from 'CCC', and removed them from CreditWatch negative, where they were placed on Jan. 10, 2014. "The upgrades reflect YRCW's improved liquidity position and minimal debt maturities as a result of its proposed refinancing," said Standard & Poor's credit analyst Anita Ogbara. * New York Seek Shield for Rent-Control Tenants ----------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the city and state of New York filed a friend- of-the-court brief in an individual's bankruptcy case to tell the state's highest court that their rights under a rent-stabilized lease are not property of the estate and would be exempt if they were. According to the report, a federal district court said the value of a tenant's lease in a rent-stabilized apartment was property of the estate that the landlord could buy from the bankruptcy trustee. The tenant took her case to the U.S. Court of Appeals in Manhattan, which, in turn, turned to the New York Supreme Court after concluding that the outcome in the case depended on New York law, the report related. The case in the state high court is Santiago-Monteverde v. Pereira (In re Santiago-Monteverde), CTQ-2014-00004, New York Court of Appeals (Albany). The case in the federal circuit court is Santiago-Monteverde v. Pereira (In re Santiago-Monteverde), 12- 4131, U.S. Court of Appeals for the Second Circuit (Manhattan). * Panel Again Questions Sternberg Limits on Stay Violation Fees --------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a three-judge panel for the Ninth Circuit upheld a lower court's decision, awarding a Chapter 7 debtor a total of about $25,000 after a payday lender collected a $575 loan. According to the report, the court said that as required by the Sternberg decision the bankrupt could only recover fees for halting a stay violation, not for attempting to recover damages. The new Ninth Circuit case is Snowden v. Check Into Cash of Washington Inc. (In re Snowden), 13-35291, U.S. Ninth Circuit Court of Appeals (San Francisco). * Spending Beyond One's Means Isn't Dodging Taxes ------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that, in a case involving the bankruptcy of a wealthy couple, a U.S. Court of Appeals in San Francisco ruled that "no circuit has held that living beyond one's means alone constitutes willful tax evasion" after the couple was sued by the Internal Revenue Service, contending that maintenance of the couple's expensive lifestyle in the face of investment losses and tax liabilities was a "willful" attempt to evade taxes. According to the report, the Circuit Court said that to saddle an individual with tax debt requires "a showing of specific intent to evade the tax," and a "mere showing of spending in excess of income is not sufficient." The case is Hawkins v. Franchise Tax Board of California, 11- 16276, U.S. Court of Appeals for the Ninth Circuit (San Francisco). * Bingham-Morgan Lewis Merger Talks Enter Critical Stage -------------------------------------------------------- Jennifer Smith, writing for The Wall Street Journal, reported that merger negotiations between Boston law firm Bingham McCutchen LLP and the larger Morgan, Lewis & Bockius LLP are entering a critical phase. According to the report, citing two people familiar with the matter, Morgan Lewis has identified a group of roughly two dozen Bingham partners whose participation is necessary for a combination to proceed. * Holland & Knight Adds New Litigation Partner in Tampa ------------------------------------------------------- Holland & Knight announced that Jason H. Baruch has joined the firm as a partner in its litigation practice group. He was previously a shareholder with Trenam Kemker. "Jason has an excellent reputation in the Tampa Bay legal community and his commercial litigation experience fits perfectly with the type of work we do," said Brad Kimbro, executive partner of Holland & Knight's Tampa office. "We have a strong litigation practice in this market and Jason's arrival will increase our capacity and add to our group of respected litigators." Mr. Baruch represents clients in the areas of commercial litigation, maritime law, bankruptcy and creditors' rights, and intellectual property. He is recognized as a Legal Elite "Up & Comer" by Florida Trend and is Martindale-Hubbell AV Preeminent Peer Review Rated. He earned his B.S. and B.A. degrees from the University of Florida and his J.D. degree from the University of Florida Levin College of Law. Mr. Baruch may be reached at: Jason H. Baruch, Esq. HOLLAND & KNIGHT LLP 100 North Tampa Street Suite 4100 Tampa, FL 33602 Tel: (813) 227-6607 Email: jason.baruch@hklaw.com * Large Companies With Insolvent Balance Sheet ---------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 129.2 (9.4) 0.4 ABSOLUTE SOFTWRE ALSWF US 129.2 (9.4) 0.4 ABSOLUTE SOFTWRE ABT CN 129.2 (9.4) 0.4 ADVANCED CELL TE T2N1 GR 5.6 (20.7) (19.6) ADVANCED CELL TE ACTC US 5.6 (20.7) (19.6) ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVENT SOFTWARE AXQ GR 452.2 (86.0) (99.3) ADVENT SOFTWARE ADVS US 452.2 (86.0) (99.3) AEMETIS INC AMTX US 95.4 (1.1) (18.1) AIR CANADA-CL A ADH TH 10,522.0 (1,822.0) (226.0) AIR CANADA-CL A ADH GR 10,522.0 (1,822.0) (226.0) AIR CANADA-CL A AIDIF US 10,522.0 (1,822.0) (226.0) AIR CANADA-CL A AC/A CN 10,522.0 (1,822.0) (226.0) AIR CANADA-CL B AIDEF US 10,522.0 (1,822.0) (226.0) AIR CANADA-CL B AC/B CN 10,522.0 (1,822.0) (226.0) ALLIANCE HEALTHC AIQ US 468.1 (131.0) 59.7 AMC NETWORKS-A AMCX US 3,685.9 (396.1) 689.3 AMC NETWORKS-A AMCX* MM 3,685.9 (396.1) 689.3 AMC NETWORKS-A 9AC GR 3,685.9 (396.1) 689.3 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 AMYRIS INC 3A0 TH 284.1 (139.7) 74.4 AMYRIS INC AMRS US 284.1 (139.7) 74.4 AMYRIS INC 3A0 GR 284.1 (139.7) 74.4 ANGIE'S LIST INC ANGI US 128.4 (36.6) (54.9) ANGIE'S LIST INC 8AL GR 128.4 (36.6) (54.9) ANGIE'S LIST INC 8AL TH 128.4 (36.6) (54.9) ARRAY BIOPHARMA ARRY US 139.1 (25.7) 68.9 ASPEN AEROGELS I AP1 GR 88.2 (80.7) (5.2) ASPEN AEROGELS I ASPN US 88.2 (80.7) (5.2) ASTERIAS BIO ASTY US 1.9 (5.1) (6.7) AUTOZONE INC AZO US 7,371.8 (1,808.2) (1,016.1) AUTOZONE INC AZOEUR EU 7,371.8 (1,808.2) (1,016.1) AUTOZONE INC AZ5 TH 7,371.8 (1,808.2) (1,016.1) AUTOZONE INC AZ5 GR 7,371.8 (1,808.2) (1,016.1) AVALANCHE BIOTEC AAVL US 54.8 43.0 48.9 AVALANCHE BIOTEC AVU GR 54.8 43.0 48.9 AVID TECHNOLOGY AVID US 208.0 (348.9) (134.1) AXIM BIOTECHNOLO AXIM US 0.1 (0.1) (0.1) BENEFITFOCUS INC BNFT US 141.0 (14.6) 52.3 BENEFITFOCUS INC BTF GR 141.0 (14.6) 52.3 BERRY PLASTICS G BERY US 5,419.0 (118.0) 654.0 BERRY PLASTICS G BP0 GR 5,419.0 (118.0) 654.0 BRP INC/CA-SUB V BRPIF US 1,895.9 (44.8) 133.6 BRP INC/CA-SUB V B15A GR 1,895.9 (44.8) 133.6 BRP INC/CA-SUB V DOO CN 1,895.9 (44.8) 133.6 BURLINGTON STORE BURL US 2,555.3 (140.1) 102.3 BURLINGTON STORE BUI GR 2,555.3 (140.1) 102.3 CABLEVISION SY-A CVY GR 6,701.1 (5,133.2) 338.4 CABLEVISION SY-A CVC US 6,701.1 (5,133.2) 338.4 CABLEVISION-W/I CVC-W US 6,701.1 (5,133.2) 338.4 CABLEVISION-W/I 8441293Q US 6,701.1 (5,133.2) 338.4 CADIZ INC CDZI US 57.9 (45.6) 4.7 CAESARS ENTERTAI CZR US 27,069.4 (2,578.4) 1,716.6 CAESARS ENTERTAI C08 GR 27,069.4 (2,578.4) 1,716.6 CALLIDUS CAPITAL CBL CN 444.5 (4.3) - CALLIDUS CAPITAL 28K GR 444.5 (4.3) - CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CASELLA WASTE CWST US 656.6 (7.6) (11.6) CATALENT INC CTLT US 3,090.2 (367.3) 234.5 CATALENT INC 0C8 GR 3,090.2 (367.3) 234.5 CATALENT INC 0C8 TH 3,090.2 (367.3) 234.5 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHOICE HOTELS CZH GR 628.4 (412.5) 184.3 CHOICE HOTELS CHH US 628.4 (412.5) 184.3 CIENA CORP CIEN US 2,100.4 (45.2) 889.3 CIENA CORP CIE1 TH 2,100.4 (45.2) 889.3 CIENA CORP CIEN TE 2,100.4 (45.2) 889.3 CIENA CORP CIE1 GR 2,100.4 (45.2) 889.3 CINCINNATI BELL CBB US 2,176.9 (556.0) 337.7 CIVITAS SOLUTION CIVI US 1,031.5 (62.0) 66.1 CIVITAS SOLUTION 1CI GR 1,031.5 (62.0) 66.1 CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0) CROWN BAUS CAPIT CBCA US 0.0 (0.0) (0.0) DENNY'S CORP DENN US 284.2 (0.0) (21.5) DENNY'S CORP DE8 GR 284.2 (0.0) (21.5) DEX MEDIA INC DXM US 2,084.0 (864.0) 139.0 DIRECTV DTV US 22,126.0 (6,127.0) (624.0) DIRECTV DIG1 GR 22,126.0 (6,127.0) (624.0) DIRECTV DTVEUR EU 22,126.0 (6,127.0) (624.0) DIRECTV DTV CI 22,126.0 (6,127.0) (624.0) DOMINO'S PIZZA EZV GR 495.7 (1,289.7) 105.0 DOMINO'S PIZZA EZV TH 495.7 (1,289.7) 105.0 DOMINO'S PIZZA DPZ US 495.7 (1,289.7) 105.0 DUN & BRADSTREET DNB US 1,773.4 (1,077.1) (60.3) DUN & BRADSTREET DB5 GR 1,773.4 (1,077.1) (60.3) EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 EMPIRE RESORTS I NYNY US 46.1 (9.5) (7.2) EMPIRE RESORTS I LHC1 GR 46.1 (9.5) (7.2) EMPIRE STATE -ES ESBA US 1,122.2 (31.6) (925.9) EMPIRE STATE-S60 OGCP US 1,122.2 (31.6) (925.9) EOS PETRO INC EOPT US 1.5 (4.3) (5.5) FAIRPOINT COMMUN FONN GR 1,524.8 (360.6) 20.9 FAIRPOINT COMMUN FRP US 1,524.8 (360.6) 20.9 FERRELLGAS-LP FEG GR 1,589.9 (88.9) 89.0 FERRELLGAS-LP FGP US 1,589.9 (88.9) 89.0 FREESCALE SEMICO 1FS GR 3,265.0 (3,728.0) 1,334.0 FREESCALE SEMICO 1FS TH 3,265.0 (3,728.0) 1,334.0 FREESCALE SEMICO FSL US 3,265.0 (3,728.0) 1,334.0 GAMING AND LEISU GLPI US 2,581.7 (72.9) (41.1) GAMING AND LEISU 2GL GR 2,581.7 (72.9) (41.1) GENCORP INC GCY GR 1,675.6 (49.0) 86.7 GENCORP INC GY US 1,675.6 (49.0) 86.7 GENTIVA HEALTH GHT GR 1,250.6 (285.7) 112.2 GENTIVA HEALTH GTIV US 1,250.6 (285.7) 112.2 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GLOBALSTAR INC GSAT US 1,327.4 (204.5) (8.9) GOLD RESERVE INC GRZ CN 29.9 (4.2) 9.9 GOLD RESERVE INC GDRZF US 29.9 (4.2) 9.9 GOLD RESERVE INC GOD GR 29.9 (4.2) 9.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HCA HOLDINGS INC HCA US 29,822.0 (6,588.0) 2,877.0 HCA HOLDINGS INC 2BH GR 29,822.0 (6,588.0) 2,877.0 HCA HOLDINGS INC 2BH TH 29,822.0 (6,588.0) 2,877.0 HD SUPPLY HOLDIN 5HD GR 6,714.0 (701.0) 1,438.0 HD SUPPLY HOLDIN HDS US 6,714.0 (701.0) 1,438.0 HERBALIFE LTD HOO GR 2,435.7 (404.1) 552.4 HERBALIFE LTD HLF US 2,435.7 (404.1) 552.4 HERBALIFE LTD HLFEUR EU 2,435.7 (404.1) 552.4 HOVNANIAN ENT-A HOV US 1,893.7 (443.1) 1,107.3 HOVNANIAN ENT-B HOVVB US 1,893.7 (443.1) 1,107.3 HOVNANIAN-A-WI HOV-W US 1,893.7 (443.1) 1,107.3 HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IHEARTMEDIA INC IHRT US 14,752.2 (9,315.2) 1,225.6 IMPRIVATA INC I62 GR 35.6 (4.3) (10.8) IMPRIVATA INC IMPR US 35.6 (4.3) (10.8) INCYTE CORP INCY US 679.1 (171.0) 464.6 INCYTE CORP ICY GR 679.1 (171.0) 464.6 INCYTE CORP ICY TH 679.1 (171.0) 464.6 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU 1JE GR 1,511.6 (169.0) 230.1 JUST ENERGY GROU JE CN 1,511.6 (169.0) 230.1 JUST ENERGY GROU JE US 1,511.6 (169.0) 230.1 KINAXIS INC 9KX GR 44.6 (70.4) (6.4) KINAXIS INC KXS CN 44.6 (70.4) (6.4) KINAXIS INC KXSCF US 44.6 (70.4) (6.4) L BRANDS INC LTD TH 6,870.0 (503.0) 1,119.0 L BRANDS INC LTD GR 6,870.0 (503.0) 1,119.0 L BRANDS INC LB US 6,870.0 (503.0) 1,119.0 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEE ENTERPRISES LEE US 828.2 (165.0) (26.0) LORILLARD INC LO US 2,893.0 (2,228.0) 900.0 LORILLARD INC LLV GR 2,893.0 (2,228.0) 900.0 LORILLARD INC LLV TH 2,893.0 (2,228.0) 900.0 MANNKIND CORP NNF1 TH 236.3 (46.4) (74.3) MANNKIND CORP NNF1 GR 236.3 (46.4) (74.3) MANNKIND CORP MNKD US 236.3 (46.4) (74.3) MARRIOTT INTL-A MAQ TH 6,830.0 (1,720.0) (1,153.0) MARRIOTT INTL-A MAR US 6,830.0 (1,720.0) (1,153.0) MARRIOTT INTL-A MAQ GR 6,830.0 (1,720.0) (1,153.0) MDC PARTNERS-A MDCA US 1,685.0 (87.5) (228.9) MDC PARTNERS-A MDZ/A CN 1,685.0 (87.5) (228.9) MDC PARTNERS-A MD7A GR 1,685.0 (87.5) (228.9) MERITOR INC AID1 GR 2,810.0 (527.0) 373.0 MERITOR INC MTOR US 2,810.0 (527.0) 373.0 MERRIMACK PHARMA MP6 GR 129.8 (77.1) 13.0 MERRIMACK PHARMA MACK US 129.8 (77.1) 13.0 MICHAELS COS INC MIM GR 1,716.0 (2,734.0) 493.0 MICHAELS COS INC MIK US 1,716.0 (2,734.0) 493.0 MONEYGRAM INTERN MGI US 4,784.5 (142.0) 119.2 MORGANS HOTEL GR M1U GR 684.8 (211.2) 124.9 MORGANS HOTEL GR MHGC US 684.8 (211.2) 124.9 MOXIAN CHINA INC MOXC US 4.1 (0.4) (3.2) MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - NATIONAL CINEMED NCMI US 1,005.2 (188.3) 79.1 NATIONAL CINEMED XWM GR 1,005.2 (188.3) 79.1 NAVISTAR INTL NAV US 7,702.0 (4,046.0) 1,126.0 NAVISTAR INTL IHR GR 7,702.0 (4,046.0) 1,126.0 NAVISTAR INTL IHR TH 7,702.0 (4,046.0) 1,126.0 NEKTAR THERAPEUT NKTR US 478.1 (35.4) 213.9 NEKTAR THERAPEUT ITH GR 478.1 (35.4) 213.9 NORTHWEST BIO NWBO US 12.6 (29.9) (30.0) NORTHWEST BIO NBYA GR 12.6 (29.9) (30.0) OMEROS CORP 3O8 GR 41.0 (10.6) 26.8 OMEROS CORP OMER US 41.0 (10.6) 26.8 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PHIBRO ANIMAL HE PAO GR 473.3 (78.7) 177.3 PHIBRO ANIMAL HE PAO EU 473.3 (78.7) 177.3 PHIBRO ANIMAL HE PAHC LN 473.3 (78.7) 177.3 PHIBRO ANIMAL-A PB8 GR 473.3 (78.7) 177.3 PHIBRO ANIMAL-A PAHC US 473.3 (78.7) 177.3 PHILIP MORRIS IN PMI SW 36,325.0 (7,847.0) 1,130.0 PHILIP MORRIS IN PM1CHF EU 36,325.0 (7,847.0) 1,130.0 PHILIP MORRIS IN 4I1 TH 36,325.0 (7,847.0) 1,130.0 PHILIP MORRIS IN 4I1 GR 36,325.0 (7,847.0) 1,130.0 PHILIP MORRIS IN PM US 36,325.0 (7,847.0) 1,130.0 PHILIP MORRIS IN PM1 TE 36,325.0 (7,847.0) 1,130.0 PHILIP MORRIS IN PM1EUR EU 36,325.0 (7,847.0) 1,130.0 PHILIP MORRIS IN PM FP 36,325.0 (7,847.0) 1,130.0 PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PG6 GR 1,096.8 (91.4) 217.3 PLY GEM HOLDINGS PGEM US 1,096.8 (91.4) 217.3 PROTALEX INC PRTX US 1.7 (8.2) 1.2 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 445.6 (35.6) 115.6 QUALITY DISTRIBU QDZ GR 445.6 (35.6) 115.6 QUINTILES TRANSN Q US 2,978.6 (621.6) 511.6 QUINTILES TRANSN QTS GR 2,978.6 (621.6) 511.6 RADNET INC RDNT US 738.4 (2.8) 60.7 RADNET INC PQIA GR 738.4 (2.8) 60.7 RAYONIER ADV RYQ GR 1,225.0 (38.8) 136.3 RAYONIER ADV RYAM US 1,225.0 (38.8) 136.3 REGAL ENTERTAI-A RETA GR 2,675.7 (750.5) 26.2 REGAL ENTERTAI-A RGC US 2,675.7 (750.5) 26.2 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 REVLON INC-A RVL1 GR 1,938.7 (571.8) 275.3 REVLON INC-A REV US 1,938.7 (571.8) 275.3 RITE AID CORP RAD US 6,959.3 (1,906.5) 1,783.1 RITE AID CORP RTA GR 6,959.3 (1,906.5) 1,783.1 RITE AID CORP RTA TH 6,959.3 (1,906.5) 1,783.1 ROCKWELL MEDICAL RWM TH 25.9 (3.9) 6.4 ROCKWELL MEDICAL RWM GR 25.9 (3.9) 6.4 ROCKWELL MEDICAL RMTI US 25.9 (3.9) 6.4 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING 7RY TH 2,001.1 (108.5) 734.8 RYERSON HOLDING 7RY GR 2,001.1 (108.5) 734.8 RYERSON HOLDING RYI US 2,001.1 (108.5) 734.8 SALLY BEAUTY HOL S7V GR 1,983.6 (362.8) 616.8 SALLY BEAUTY HOL SBH US 1,983.6 (362.8) 616.8 SEQUENOM INC SQNM US 131.6 (49.3) 51.4 SILVER SPRING NE SSNI US 534.3 (111.7) 83.2 SILVER SPRING NE 9SI GR 534.3 (111.7) 83.2 SILVER SPRING NE 9SI TH 534.3 (111.7) 83.2 SIRIUS XM CANADA SIICF US 409.2 (78.8) (157.0) SIRIUS XM CANADA XSR CN 409.2 (78.8) (157.0) SPORTSMAN'S WARE SPWH US 292.3 (44.5) 76.1 SPORTSMAN'S WARE 06S GR 292.3 (44.5) 76.1 SUNGAME CORP SGMZ US 2.5 (6.4) (6.8) SUPERVALU INC SVU* MM 4,354.0 (682.0) 106.0 SUPERVALU INC SVU US 4,354.0 (682.0) 106.0 SUPERVALU INC SJ1 TH 4,354.0 (682.0) 106.0 SUPERVALU INC SJ1 GR 4,354.0 (682.0) 106.0 THERAVANCE HVE GR 605.6 (187.5) 303.2 THERAVANCE THRX US 605.6 (187.5) 303.2 THRESHOLD PHARMA THLD US 84.2 (28.3) 42.8 TOWN SPORTS INTE CLUB US 412.2 (55.1) 25.1 TRANSDIGM GROUP T7D GR 6,711.0 (1,591.5) 1,073.0 TRANSDIGM GROUP TDG US 6,711.0 (1,591.5) 1,073.0 TRAVELPORT WORLD 1TW GR 3,016.0 (1,069.0) (262.0) TRAVELPORT WORLD TVPT US 3,016.0 (1,069.0) (262.0) TRINET GROUP INC TN3 TH 1,333.0 (36.7) 70.3 TRINET GROUP INC TNETEUR EU 1,333.0 (36.7) 70.3 TRINET GROUP INC TN3 GR 1,333.0 (36.7) 70.3 TRINET GROUP INC TNET US 1,333.0 (36.7) 70.3 TRUPANION INC TPW GR 49.0 (5.5) 7.2 TRUPANION INC TRUP US 49.0 (5.5) 7.2 ULTRA PETROLEUM UPL US 2,958.1 (123.5) (352.9) ULTRA PETROLEUM UPLEUR EU 2,958.1 (123.5) (352.9) ULTRA PETROLEUM UPM GR 2,958.1 (123.5) (352.9) UNISYS CORP UISEUR EU 2,336.1 (628.5) 369.7 UNISYS CORP UIS1 SW 2,336.1 (628.5) 369.7 UNISYS CORP UISCHF EU 2,336.1 (628.5) 369.7 UNISYS CORP USY1 TH 2,336.1 (628.5) 369.7 UNISYS CORP USY1 GR 2,336.1 (628.5) 369.7 UNISYS CORP UIS US 2,336.1 (628.5) 369.7 VECTOR GROUP LTD VGR US 1,642.7 (31.1) 560.0 VECTOR GROUP LTD VGR GR 1,642.7 (31.1) 560.0 VENOCO INC VQ US 736.8 (139.5) (777.3) VERISIGN INC VRSN US 2,322.6 (632.9) (246.0) VERISIGN INC VRS TH 2,322.6 (632.9) (246.0) VERISIGN INC VRS GR 2,322.6 (632.9) (246.0) VERSO PAPER CORP VRS US 1,037.1 (549.4) 28.0 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WTWEUR EU 1,526.4 (1,397.9) 13.8 WEIGHT WATCHERS WTW US 1,526.4 (1,397.9) 13.8 WEIGHT WATCHERS WW6 TH 1,526.4 (1,397.9) 13.8 WEIGHT WATCHERS WW6 GR 1,526.4 (1,397.9) 13.8 WEST CORP WT2 GR 3,876.0 (672.7) 264.3 WEST CORP WSTC US 3,876.0 (672.7) 264.3 WESTMORELAND COA WME GR 1,583.7 (260.6) 50.8 WESTMORELAND COA WLB US 1,583.7 (260.6) 50.8 XERIUM TECHNOLOG TXRN GR 633.4 (8.9) 104.5 XERIUM TECHNOLOG XRM US 633.4 (8.9) 104.5 XOMA CORP XOMA TH 89.9 (7.6) 45.9 XOMA CORP XOMA GR 89.9 (7.6) 45.9 XOMA CORP XOMA US 89.9 (7.6) 45.9 YRC WORLDWIDE IN YRCW US 2,179.5 (362.4) 201.2 YRC WORLDWIDE IN YEL1 TH 2,179.5 (362.4) 201.2 YRC WORLDWIDE IN YEL1 GR 2,179.5 (362.4) 201.2 ********* 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 ***