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/raid1/www/Hosts/bankrupt/TCR_Public/141007.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, October 7, 2014, Vol. 18, No. 279 Headlines 357 WILSON: Taps Mendonco & Partners as Accountant 357 WILSON: Files List of Seven Largest Unsecured Creditors ADVANCED TELECOM: Gets Back $6MM Transferred to Daniel Allen ADVANCED TELECOM: Spirited-Away $6M Is Part of Telecom's Estate ANACOR PHARMACEUTICALS: Inks Manufacturing Pact With Hovione ANCESTRY.COM HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable API TECHNOLOGIES: Files Third Quarter Form 10-Q AS SEEN ON TV: Extends Warrants Expiration to November 30 ASSOCIATED WHOLESALERS: Creditors Say DIP Loan Snubs Trade Claims ATHABASCA OIL: DBRS Confirms 'B' Issuer Rating ATLS ACQUISITION: Unveils Plan for $47MM Stalking Horse Sale ATP OIL: Execs Escape Suit Over $1.5-Bil. Note Exchange ATP OIL: Judge Won't Split Class Action Over $1.5B Note Exchange AVERILL RECYCLING: Case Summary & 20 Largest Unsecured Creditors BREVITY VENTURES: Judge Approves Asset Sale BUCCANEER ENERGY: Seeks Extension of Exclusive Periods CAC BUILDINGS: Voluntary Chapter 11 Case Summary CAESARS ENTERTAINMENT: Strikes Deal on Tort Awards to Creditors CANOPY FINANCIAL: Fifth Third Credit Card Payments Avoidable CASIANO COMMUNICATIONS: Case Summary & 20 Top Unsecured Creditors CATOCTIN FAMILY: Files for Chapter 7 Liquidation CIRCUIT CITY: Wins Reconsideration Of LCD Damages CLAIRE'S STORES: European Units Ink EUR35 Million Credit Facility CORD BLOOD: Divests Stake in Biocordcell for $705,000 COVENANT LIFE WORSHIP: Case Summary & 8 Top Unsecured Creditors CRS HOLDING: Status Conference Continued to October 30 CRS HOLDING: Hearing on Shumaker Loop Hiring Continued to Oct. 16 CRS HOLDING: Hearing on Cash Collateral Motion Continued CRS HOLDING: Hearing on Bid to Reject Leases Moved to October 16 DAN MULCAHY: Files for Bankruptcy After Being Sued By Partner DETROIT, MI: Panel Approves Bond Deals for Detroit Bankruptcy DETROIT, MI: Bankruptcy Judge Allows Water Shutoffs to Continue DETROIT, MI: Barclays Ups Exit Loan to $325 Million DETROIT, MI: Should Be Able to Borrow After Bankruptcy DIOCESE OF GALLUP: Mediator for Abuse Claims Picked DIRECT RESPONSOURCE: Case Summary & 20 Top Unsecured Creditors DOWLING COLLEGE: S&P Cuts LT Rating to 'B-' on Falling Enrollment DR. TATTOFF: Director William Kirby Resigns DYNAVOX INC: Files Ch. 11 Liquidation Plan, Disclosure Statement ECHO AUTOMATIVE: Foreclosure Auction Set for Oct. 16 ELDORADO RESORTS: S&P Assigns 'B' CCR; Outlook Negative EMERALD CASINO: Former Execs Owe $272MM Over Lost License EMORAL INC: Aaroma Says Bankruptcy Estate Owns Diacetyl Claims ENDEAVOUR INT'L: Discloses Financial Forecasts to Debt Holders ENERGY FUTURE: Amends Global Notes Related to Schedules ERF WIRELESS: Sells 1.3 Million Common Shares ESSAR STEEL: Moody's Corrects Caa1 Rating Withdrawal FAIRFIELD SENTRY: 2nd Circuit Says Bankr. Court Must Review Sale FLAVORS HOLDINGS: S&P Raises Rating on $400MM Facility to 'B+' GARLOCK SEALING: Carmakers, et al., Want Asbestos Records Opened GENERAL MOTORS: Ratings Upgrade to Aid Unit in Supporting Sales GLOBAL AVIATION: Second Bankruptcy Heads to Liquidation GLOBAL ENERGIES: 11th Circuit Won't Review Bankruptcy Reversal GM FINANCIAL: Fitch Affirms "BB+" LT Issuer Default Rating GREAT NORTHERN: Atty. General, et al., Want Case Moved to Maine GREAT NORTHERN: Creditors Want Case Moved to Maine GT ADVANCED: Apple Partner Enters Chapter 11 Protection HFAH CLEAR LAKE: Files for Ch 11, Seeks to Sell Apartment Complex HIGHWAY ENERGY: Foreclosure Sale Set for Oct. 10 HOSTESS BRANDS: Old Co. to Pay $21M to Cyclist Hit by Bread Truck HOUSTON REGIONAL: Proposes Retention Bonuses I-99 COMMERCE PARK: Case Summary & 2 Top Unsecured Creditors IAMGOLD CORP: S&P Puts 'BB-' CCR on CreditWatch Negative IPAYMENT INC: S&P Lowers CCR to 'CC' on Distressed Exchange ITR CONCESSION: Confirmation Objections Due Oct. 14 JEFFERSON COUNTY, AL: Sewer Rate Sched Could be Scrapped in Plan JT REMODELING: Voluntary Chapter 11 Case Summary KID BRANDS: Asks for First Plan-Exclusivity Extension KMC REAL ESTATE: Substantial Consummation Doesn't Moot Plan Appeal LPATH INC: HBM Healthcare Has 19.9% Ownership as of Sept. 26 MAJESTIC BUILDING: Files for Chapter 11 Bankruptcy Protection MAR REALTY: Taps R. O'Neil as Broker for Barrio Arenas Property MARIAH RE: Insurer Defeats $100-Mil. 'False' Storm Report Suit MARINA BIOTECH: Amends Second Quarterly Form 10-Q MASHANTUCKET (WESTERN): S&P Lowers ICR to 'SD' on Missed Payments MCCLATCHY CO: Sells 25.6% Stake in Cars.Com to Gannett MEMPHIS BELL: Files for Chapter 11 Bankruptcy Protection MILLER AUTO: Committee Selects Kane Russell as Counsel MILLER AUTO: Wants to Hire Huron Transaction as Investment Banker MILLER AUTO: Court Approves McNees Wallace as Special Counsel NATROL INC: Bankrupt Vitamin Maker Aims for November Auction NATROL INC: Plans to Sell Assets or Refinance Debt NE OPCO: Seeks Extension of Exclusive Periods Until 2015 NUVILEX INC: CFO & Other Officers and Directors Resign PROVIDENCE SERVICE: Moody's Assigns B1 Corp. Family Rating PVA APARTMENTS: Seeks Continuance of Automatic Stay QUICKSILVER RESOURCES: S&P Lowers CCR to 'CCC-'; Outlook Neg. REMGRIT REALTY: Case Summary & 20 Largest Unsecured Creditors RESTORGENEX CORP: Signs Indemnification Pacts with D&Os REVEL AC: Consumer Privacy Ombudsman Replaced REVEL AC: Florida Developer Moves to Block Sale RUE 21 INC: S&P Retains 'B-' Corp. Credit Rating; Outlook Stable SALIX PHARMA: Cosmo Merger Termination No Impact on Moody's CFR SEARS HOLDINGS: Fairholme Reports 23.1% Stake as of Sept. 30 SEARS HOLDINGS: ESL Partners to Exercise Subscription Rights SCIENTIFIC GAMES: Andrew Tomback Quits as SVP & General Counsel SEMCRUDE LP: Oct. 15 Objection Deadline on Trust Distribution SEMCRUDE LP: $55MM Distributions to Ritchie Not Avoidable SEMGROUP LLC: Trustee Can't Revive $55M Clawback Claims SEVEN S CAPITAL: Involuntary Chapter 11 Case Summary SIMPLEXITY LLC: Fifth Third Takes 2nd Shot at Ch. 7 Conversion SOUTHERN AIR: Trustee Files Avoidance Actions STOCKTON, CA: Pension Fund Court Ruling to Impact Other States SUN BANCORP: EJF Capital Holds 5.9% Stake as of Sept. 29 TEAM NATION: Court Approves Settlement With Victory Partners TEMPLE UNIVERSITY: Moody's Affirms Ba2 Rating on $525MM Debt TRUMP ENTERTAINMENT: Judge Rejects Deal with Icahn UNITED DISTRIBUTION: S&P Revises Outlook & Affirms 'B-' CCR UNITEK GLOBAL: Standstill Periods Extended Until October 9 USA-CAN CORP: Files for Ch 11 Bankr. Protection for Second Time VISITING NURSE: Bankruptcy Stays Appellate Court Proceedings WALKER LAND & CATTLE: Competing Plans to Face Off Starting Nov. 26 WELLNESS INT'L: 7th Circuit Flubbed Bankruptcy Ruling WARNER MUSIC: WEA Renews US/Canada Agreement for Additional Year WEST TEXAS GUAR: Amends Plan for Scopia, Corcapital Term Sheet ZOGENIX INC: To Enforce Zohydro Intellectual Rights WPCS INTERNATIONAL: Closes Sale of Seattle Operations for $2.1MM * Equity Generated During Chapter 13 Goes to Bankrupts * Involuntary Petitioner Beats Most of Bad-Faith Award * Judge Denies Bankruptcy Protection to Denver Marijuana Business * Mich. Single-Biz Tax Can't Be Cut in Ch. 11, Court Says * Carlton Fields Expands Los Angeles Practice with 4 Attorneys * Large Companies With Insolvent Balance Sheet ********* 357 WILSON: Taps Mendonco & Partners as Accountant -------------------------------------------------- 357 Wilson Avenue LLC asks the U.S. Bankruptcy Court for the District of New Jersey for authority to employ Helder Mendonca, CPA, and Mendonca & Partners Certified Public Accountants LLC as its accountant. According to the Debtor, the employment of the professional is necessary because the Debtor requires accounting services in regard to the preparation of tax returns, financial statements needs to file their corporate, audits and general accounting services. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Helder Mendonca, CPA MENDONCA & PARTNERS CERTIFIED PUBLIC ACCOUNTANTS LLC 1030 Salem Road Union, NJ 07083 Tel: +1 908-352-9797 Email: hmendonca@mscpallc.com 357 Wilson Avenue, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 14-28917) in its home-town in Newark, New Jersey, on Sept. 16, 2014. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated $10 million to $50 million in assets and less than $10 million in debt. The case is assigned to Judge Rosemary Gambardella. The Debtor is represented by Brian W. Hofmeister, Esq., at McDonnell Crowley Hofmeister, LLC, in Trenton, New Jersey, as counsel. Fernando Vidal, the managing member and owner, signed the bankruptcy petition. 357 WILSON: Files List of Seven Largest Unsecured Creditors ----------------------------------------------------------- 357 Wilson Avenue LLC filed a list of seven largest unsecured creditors with the U.S. Bankruptcy Court for the District of New Jersey, disclosing: Name of Creditors Nature of Claim Amount of Claim ----------------- --------------- --------------- City of Newark Tax Bill $150,044 920 Broad Street Block 5030 Newark, NJ 07102 Lot 14 MAC $85,000 357 Wilson Avenue Newark, NJ 07105 Newark Professional Vendor $25,000 Fire Protection 4 Libella Court Newark, NJ 07105 Jersey Landscape Vendor $23,000 743 Route 206 Hillsborough, NJ 08844 PNC Bank National Judgment $20,000 Association c/o Meredith I. Friedman, Esq. Meyner and Landis LLP Newark, NJ 07102 City of Newark Tax Bill $7,608 920 Broad Street Block 5030 Newark, NJ 07102 Lot 10 Conrail $3,500 1000 Howard Blvd. Mount Laurel, NJ 08054-2355 357 Wilson Avenue, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 14-28917) in its home-town in Newark, New Jersey, on Sept. 16, 2014. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated $10 million to $50 million in assets and less than $10 million in debt. The case is assigned to Judge Rosemary Gambardella. The Debtor is represented by Brian W. Hofmeister, Esq., at McDonnell Crowley Hofmeister, LLC, in Trenton, New Jersey, as counsel. Fernando Vidal, the managing member and owner, signed the bankruptcy petition. ADVANCED TELECOM: Gets Back $6MM Transferred to Daniel Allen ------------------------------------------------------------ The U.S. Court of Appeals, Third Circuit, reversed the U.S. District Court for the District of New Jersey's judgment that stated that the $6 million that appellant Advanced Telecommunications Network transferred to Daniel W. Allen, Sr., as part of a shareholder litigation settlement in 1999, were not property of ATN's estate. The Third Circuit, in an opinion entered on Sept. 27, 2014, says that it will remand to the District Court for further proceedings consistent with the opinion. Jay Adkisson, writing for Forbes, relates that ATN paid, among other things, $6 million to Mr. Allen in June 1999 as settlement. Mr. Allen had sued his ATN co-founder Gary Carpenter the company after being fired in 1996. ATN sought to recover the amount when it filed for Chapter 11 bankruptcy protection in Florida in 2003, on grounds that the payment constituted a fraudulent transfer. According to Mr. Adkisson, Mr. Allen placed the money into the Cook Islands asset protection trust, the Shingle Oak Family Trust. The Florida Bankruptcy Court ordered Mr. Allen to transfer "all monies currently held in the Shingle Oak Trust" to the counsel for ATN, but he refused to comply. Mr. Allen filed for a Chapter 7 personal bankruptcy in New Jersey. The New Jersey Bankruptcy Court ruled that the moneys in the Cook Island Trusts were the property of Mr. Allen's bankruptcy estate and were subject to the automatic stay. ATN appealed the order to the New Jersey District Court but it only affirmed the Bankruptcy Court's decision. ATN then went to the Third Circuit. The New Jersey Federal Courts had ruled that the fraudulently transferred funds were not property of ATN's bankruptcy estate in the Florida litigation because they were never "recovered" by ATN. The Third Circuit concluded that the New Jersey Federal Courts erred in interpreting "recover" as requiring actual possession of the funds at issue. ATN obtained a sec. 550 recovery order, thus bringing the funds within its estate in the Florida proceedings. Daniel Allen, together with Gary Carpenter, co-founded Advanced Telecommunications Network, Inc., in 1989. ATN is generally known as a "long distance re-seller" in its industry. ATN purchased long distance telephone service in bulk from larger carriers and then resold the services to customers, both commercial and residential. ATN filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. 03-_____) on Jan. 10, 2003. ATN confirmed a plan of reorganization and retained control of its assets and continued operations. Mr. Allen filed a Chapter 7 bankruptcy petition (Bankr. D. N.J. Case No. 11-37671) on Sept. 22, 2011. ADVANCED TELECOM: Spirited-Away $6M Is Part of Telecom's Estate --------------------------------------------------------------- Law360 reported that a long-distance telephone service seller "recovered" a settlement payment to its former owners for bankruptcy purposes when the payment was ruled fraudulent, despite never obtaining tangible possession of the funds after the ex- owners transferred them to offshore bank accounts, according to a Third Circuit decision. The report related that Advanced Telecommunication Network had appealed a New Jersey federal court decision ruling that the transfer was not part of its bankruptcy estate because it had never recovered the funds under the Bankruptcy Code despite obtaining a court order to repatriate the funds. The lower court instead affirmed a Bankruptcy Court ruling making the funds subject to former owner Daniel Allen's separate bankruptcy estate under the automatic stay provision, the report further related. ANACOR PHARMACEUTICALS: Inks Manufacturing Pact With Hovione ------------------------------------------------------------ Anacor Pharmaceuticals, Inc., on Sept. 30, 2014, entered into a manufacturing agreement with Hovione FarmaCiencia SA, pursuant to which Hovione will manufacture and supply to the Company Tavaborole active pharmaceutical ingredient for the Company's drug KERYDINTM (tavaborole) topical solution, 5%. Pursuant to the Agreement, the Company is obligated during the term to purchase from Hovione a portion of its API requirements for KERYDIN intended for distribution in the United States. The Company may qualify and, subject to certain limitations, purchase a portion of its API requirements for KERYDIN from an alternate supplier during the term of the Agreement. The purchase price for the API is fixed subject to potential periodic adjustment over the term of the Agreement. The Agreement will continue for an initial term expiring on Dec. 31, 2020, and is subject to automatic 18- month renewal terms, unless earlier terminated by either party on at least 18 months' written notice prior to the end of the initial term (or any such renewal term) or for specified events under the Agreement. Either party may terminate the Agreement for uncured material breaches by the other party or in the event of the bankruptcy or insolvency of the other party. In addition, the Company may terminate the Agreement in the event that KERYDIN's new drug application is withdrawn or Hovione is unable, in certain circumstances, to satisfy the Company's purchase requirements. Prior to Jan. 31, 2018, Hovione may give notice to the Company to terminate the Agreement effective Dec. 31, 2018, in the event that the Company does not make aggregate purchases of API for KERYDIN from Hovione in excess of a certain minimum amount. About Anacor Pharmaceuticals Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds - tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. For the six months ended June 30, 2014, Anacor reported a net loss of $45.68 million on $7.08 million of total revenues. Anacor reported net income of $84.76 million in 2013, a net loss of $56.08 million in 2012 and a net loss of $47.94 million in 2011. The Company's balance sheet at June 30, 2014, showed $137.63 million in total assets, $48.02 million in total liabilities, $4.95 million in redeemable common stock and $84.65 million in total stockholders' equity. ANCESTRY.COM HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable ---------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B' corporate credit rating on Provo, Utah-based online family history resources provider Ancestry.com Holdings LLC. The rating outlook is stable. "The rating reflects the company's narrow business focus, highleverage, and aggressive financial policy with respect to dividends," said Standard & Poor's credit analyst Jawad Hussain. S&P assess the company's business risk profile as "weak," based on its reliance on one Web site for the majority of its revenue and EBITDA, and its need to constantly replenish its customer base due to high subscription churn rates. These risks are not offset by the company's leading market position in the family history research niche market or its historically solid EBITDA margin and cash flow generation. Ancestry.com is the global leader in the consumer market for online family history research, even though it has prominent competitors that offer genealogical content at no charge. The company's main Web site, Ancestry.com, has more than two million subscribers and accounts for approximately 90% of its subscription revenue. Ancestry.com has a modest degree of geographic diversity, generating about 75% of its revenue from the U.S., 12% from the U.K., and the remainder from Australia, Canada, and Sweden. A major risk factor for the company is the highly discretionary nature of its product and its need to keep its customers engaged with new content. The company has been aggressively acquiring new content, and S&P expects content spending to continue to grow. Although increased content spending will decrease discretionary cash flow over the next few years, additional content could provide an incentive for current subscribers to continue using the service and could also provide the foundation for the company to launch new local services in additional countries. S&P views the company's collection of records as a barrier to entry to the business, but competitors also have exclusive content. "The stable outlook reflects our expectation that leverage will steadily decline but remain above 6x and the company will generate positive discretionary cash flow in 2014 and beyond, while maintaining adequate liquidity," said Mr. Hussain. S&P could lower the rating over the next two years if it starts to see revenue growth slow to the low single-digit percent area and adjusted EBITDA margin contract to the mid-20% area. This could result from stagnation in the core subscriber business because of increasing competition or saturation of the company's addressable market coupled with marketing cost pressure. This scenario could in turn result in EBITDA coverage of interest declining below 1.5x, adjusted leverage rising above 7.75x, and discretionary cash flow to debt falling below 2%. S&P believes that these pressures would begin to make the capital structure unsustainable. Given the company's private-equity ownership, S&P views an upgrade as unlikely in the next two years. Nevertheless, an upgrade could occur if the company demonstrates continued operating momentum, generates an EBITDA margin above 30%, grows and profitably broadening its scale of operations, and commits to a less aggressive financial policy, which we view as a low probability. API TECHNOLOGIES: Files Third Quarter Form 10-Q ----------------------------------------------- API Technologies Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing 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. A full-text copy of the Form 10-Q is available for free at: http://is.gd/2UzcHe 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. AS SEEN ON TV: Extends Warrants Expiration to November 30 --------------------------------------------------------- As Seen On TV, Inc., extended by an additional 2 months the expiration dates of previously extended warrants to purchase up to an aggregate of 9,954,939 shares of Common Stock with an exercise price of $0.64 per share, according to a regulatory filing with the U.S. Securities and Exchange Commission. As a result of the extension, the expiration date of the Warrants has been changed to Nov. 30, 2014, from Sept. 30, 2014. The Warrants were originally issued by the Company on Aug. 29, 2011, to six purchasers of the Company's securities under a Securities Purchase Agreement dated Aug. 29, 2011, and a registered broker dealer that acted as placement agent for the Offering. About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. The Merger Agreement was completed on April 2, 2014. The Company incurred a net loss of $9.32 million on $1.98 million of revenues for the year ended March 31, 2014, as compared with net income of $3.69 million on $9.40 million of revenues for the year ended March 31, 2013. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company's recurring losses from operations and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2014, showed $39.83 million in total assets, $46.31 million in total liabilities, $2.70 million in redeemable preferred stock, and a $9.18 million total stockholders' deficiency. Bankruptcy Warning The Company stated the following statements in its quarterly report for the period ended June 30, 2014: "We have experienced losses from operations since our inception and cannot predict how long we will continue to incur losses or whether we ever become profitable. We have relied on a series of private placements of secured and unsecured promissory notes; the most recent promissory note sale was a senior secured promissory note on April 3, 2014 in the amount of $10,180,000 whereby the Company received net proceeds of approximately $8,400,000 after debt issuance costs and original issuance discount. "The Ronco is currently in default on $1,545,000 of its outstanding 18% promissory notes. Ronco is also in default on its 1.5% Secured Promissory Note with a current outstanding balance of $8,620,000; however, on March 7, 2014, Ronco and certain creditors entered into a forbearance agreement whereby each creditor will forbear from exercising its rights and remedies under the 1.5% Secured Promissory Note for up to 1 year provided Ronco does not default on the forbearance agreement. "Currently, the Company does not have a line of credit to draw upon. The Company's commitments and contingencies will either utilize future operating cash flow or require the sale of debt or equity securities to fulfill the commitments. We have undertaken, and will continue to implement, various measures to address our financial condition, including: * Significantly curtailing costs and consolidating operations, where feasible. * Seeking debt, equity and other forms of financing, including funding through strategic partnerships. * Reducing operations to conserve cash. * Deferring certain marketing activities. * Investigating and pursuing transactions with third parties, including strategic transactions and relationships. There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations and/or seek relief through a filing under the U.S. Bankruptcy Code. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties." ASSOCIATED WHOLESALERS: Creditors Say DIP Loan Snubs Trade Claims ----------------------------------------------------------------- Law360 reported that trade creditors of bankrupt Associated Wholesalers Inc. took issue with the cooperative food distributor's proposed $193 million debtor-in-possession facility, claiming the credit package as structured will give a "windfall" to lenders and shut out priority vendor claims. According to the report, an ad hoc committee of AWI trade vendors contends the proposed DIP order makes no allowance for their $3.5 million in 503(b)(9) claims and must be rejected if it does not include payment of their similarly ranked claims, according to a limited objection filed in Delaware bankruptcy court. 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 serves as the claims agent. ATHABASCA OIL: DBRS Confirms 'B' Issuer Rating ---------------------------------------------- DBRS Inc. has confirmed the Issuer Rating and the Senior Secured Second-Lien Notes rating of Athabasca Oil Corporation at B, both with Stable trends. The Recovery Rating of the Senior Secured Second-Lien Notes remains unchanged at RR4. The confirmation reflects DBRS's expectation that Athabasca can successfully execute its growth plan over the next two years. The confirmation also reflects the expectation that Athabasca has sufficient liquidity to fund the planned capex over the next two years to achieve material, meaningful production growth. However, should there be any significant challenges and/or delays in its production ramp-up, the Company's liquidity could be constrained by 2016, which may result in a negative rating action. The closing of the Dover Put/Call Option (the Dover Transaction) in August 2014 has significantly strengthened the Company's liquidity profile and provides the Company with funding for the continued development of its Duvernay and Hangingstone assets. The closing of the Dover Transaction provided the Company with $600 million in cash and $584 million in promissory notes (the Promissory Notes) issued by Phoenix Energy Holdings Limited, a wholly owned subsidiary of PetroChina International Investment Limited. The Promissory Notes will mature as follows: $300 million mature on March 2, 2015, followed by $150 million on August 28, 2015, and $134 million on August 29, 2016. The Promissory Notes are secured by irrevocable standby letters of credit issued by HSBC Bank Canada (rated AA, with a stable trend by DBRS). Athabasca's liquidity is further supported by its existing cash and cash equivalents on hand (approximately $182 million as at the first six months ended June 30, 2014 (H1 2014)), its $125 million revolving credit facility (fully available as at H1 2014) and its USD 50 million delayed draw term loan (fully available as at H1 2014). Athabasca plans to use its current liquidity to fund its aggressive drilling program in its Light Oil Division, with a primary focus on the Duvernay, and to complete the Hangingstone Project 1 (production capacity of 12,000 barrels per day (bbls/d)). Hangingstone Project 1 is expected to achieve first steam by the end of Q1 2015, with first production expected within four to six months thereafter. In the Light Oil Division, the Company is expected to spend $291 million in capex in 2014, with $237 million allocated to the Duvernay, and anticipates approximately $337 million to $375 million in capex in 2015. Based on current spending assumptions, the Company is expecting to begin adding material production from its 2014/2015 winter program in Q2 2015, with greater meaningful production increases in 2016. The Company's ability to successfully ramp up production at Hangingstone Project 1 and in the Duvernay will be critical for the Company to have meaningful cash flow generation. ATLS ACQUISITION: Unveils Plan for $47MM Stalking Horse Sale ------------------------------------------------------------ ATLS Acquisition LLC, f/k/a Liberty Medical Supply Inc., has revealed a stalking horse agreement under which an entity named Liberty Medical Operations Inc. will purchase substantially all of the Debtor's assets for $46.5 million, various news sources reported. According to Law360, the stalking horse bid consists of $13 million cash and assumed liabilities in the amount of $33.5 million, and would include nearly all of the Florida-based company's assets except its home-delivery pharmacy business line called LMSP Pharmacy, which it intends to sell in a separate transaction. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the so-called stalking horse is affiliated with private equity firm Marlin Equity Partners LLC. The Debtor proposes that competing bids are due Nov. 7 in advance of a Nov. 11 auction and a Nov. 13 sale-approval hearing, the Bloomberg report said. If a buyer for the pharmacy assets isn't found, the company said it will wind down the business by Dec. 3, when a contract with Medco Health Solutions Inc. expires, the Bloomberg further related. About Liberty Medical Entities that own diabetics supply provider Liberty Medical led by ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than three months after a management buy-out and amid a notice by the lender who financed the transaction that it's exercising an option to acquire the business. Liberty has been in business for 22 years serving the needs of both type 1 and type 2 diabetic patients. Liberty is a mail order provider of diabetes testing supplies. In addition to diabetes testing supplies, the Debtors also sell insulin pumps and insulin pump supplies, ostomy, catheter and CPAP supplies and operate a large mail order pharmacy. Liberty operates in seven different locations and has 1,684 employees. Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the Debtor's counsel; Ernst & Young LLP to provide investment banking advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent for the Clerk of the Bankruptcy Court. An official committee of unsecured creditors has been appointed in the case and consists of LifeScan, Inc., Abbott Laboratories, and Teva Pharmaceuticals USA, Inc. They are represented by Joseph H. Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent, Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S. Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein Sandler LLP. The Committee has tapped Mesirow Financial Consulting, LLC, as financial advisors. * * * As previously reported by The Troubled Company Reporter, ATLS Acquisition, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a joint plan of reorganization and an accompanying disclosure statement, which propose to fund a liquidating trust with proceeds from the sale of the Debtors' assets. A full-text copy of the Disclosure Statement dated Aug. 15, 2014, is available at http://is.gd/aLMnQP ATP OIL: Execs Escape Suit Over $1.5-Bil. Note Exchange ------------------------------------------------------- Law360 reported that a Louisiana federal judge tossed a consolidated securities class action alleging bankrupt ATP Oil & Gas Corp.'s top executives misled investors ahead of a $1.5 billion note exchange about its liquidity and business prospects following drilling moratoriums enacted after the Deepwater Horizon oil spill. According to the report, U.S. District Judge Sarah S. Vance granted motions to dismiss the consolidated suit accusing ATP's officers and directors of downplaying the impact on ATP's liquidity, earnings potential and business operations. The case is FIREFIGHTERS PENSION & RELIEF FUND OF THE CITY OF NEW ORLEANS v. Bulmahn et al., Case No. 2:13-cv-03935 (E.D. La.). About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. ATP OIL: Judge Won't Split Class Action Over $1.5B Note Exchange ---------------------------------------------------------------- Law360 reported that a Louisiana federal judge refused to split a consolidated securities class action alleging the bankrupt ATP Oil & Gas Corp. misled investors ahead of a $1.5 billion notes exchange about its liquidity and business prospects following drilling moratoriums enacted after the Deepwater Horizon oil spill. According to the report, U.S. District Judge Sarah S. Vance rejected the lead plaintiffs' request to sever claims in the consolidated class action against ATP's top brass that were raised under Section 11 of the Securities Act of 1933. The case is FIREFIGHTERS PENSION & RELIEF FUND OF THE CITY OF NEW ORLEANS v. Bulmahn et al., Case No. 2:13-cv-03935 (E.D. La.). About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. AVERILL RECYCLING: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Averill Recycling, Inc. 220 S. Averill Ave Flint, MI 48502 Case No.: 14-32691 Chapter 11 Petition Date: October 3, 2014 Court: United States Bankruptcy Court Eastern District of Michigan (Flint) Judge: Hon. Daniel S. Opperman Debtor's Counsel: David W. Brown, Esq. LAW OFFICE OF DAVID W. BROWN PLLC 1820 N. Lapeer Road, Suite 2A Lapeer, MI 48446 Tel: (810) 245-6082 Email: davidbrownlaw@live.com Total Assets: $396,224 Total Liabilities: $1.35 million The petition was signed by Boyt Johnson, Jr., president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb14-32691.pdf BREVITY VENTURES: Judge Approves Asset Sale ------------------------------------------- Law360 reported that a Delaware bankruptcy judge approved a plan for Brevity Ventures Inc., a video transmission company whose technology was used by NBC during the Sochi Winter Olympics, to sell its assets to AllDigital Holdings Inc. According to the report, Brevity's most valuable assets, according to the proposal, are two patents that allow high throughput of video data across the Internet without any loss in transmission speed. Brevity said NBC used its technologies extensively during the 2014 Winter Olympics, the report related. Brevity Ventures Inc., fka Brevity Ventures LLC, sought protection under Chapter 11 of the Bankruptcy Code on June 12, 2014 (Case No. 14-11468, Bankr. D. Del.). The Debtor's counsel is Matthew P. Ward, Esq., at Womble Carlyle Sandridge & Rice, LLP, in Wilmington, Delaware. BUCCANEER ENERGY: Seeks Extension of Exclusive Periods ------------------------------------------------------ BankruptcyData reported that Buccaneer Energy Limited asked the U.S. Bankruptcy Court to extend the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof through and including October 28, 2014 and December 27, 2014, respectively. According to the report, the Debtors' 120-day exclusive period for filing a chapter 11 plan expired on September 28. The Debtors said that while significant progress has been made towards a settlement with the other Settling Parties with respect to formulating a modified plan, a brief extension of the exclusivity period is necessary in order for them to broker a path to maximize value for all of their stakeholders without the disruption that is likely to be caused by the filing of competing plans by non-debtor parties. The Court scheduled an October 21, 2014 hearing to consider the motion. About Buccaneer Energy Buccaneer Resources, LLC, and eight affiliates, including Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May 31, 2014. Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "BCC". Although BCC is an Australian listed entity, the company operates exclusively through its eight U.S. subsidiary debtors, each of which are headquartered in the U.S. and which maintain offices in Houston and Dallas, Texas, and Kenai and Anchorage, Alaska. The Debtors' primary business is the exploration for and production of oil and natural gas in North America. Operations have historically focused on both onshore and offshore opportunities in the Cook Inlet of Alaska as well as the development of offshore projects in the Gulf of Mexico and onshore oil opportunities in Texas and Louisiana. CEO Curtis Burton was terminated in May 2014. Manning the Debtors' operations is Conway MacKenzie senior managing director John T. Young, who was appointed chief restructuring officer in March 2014. The bankruptcy cases are assigned to Judge David R Jones. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The other debtors are Buccaneer Energy Limited, Buccaneer Energy Holdings, Inc., Buccaneer Alaska Operations, LLC, Buccaneer Alaska, LLC, Kenai Land Ventures, LLC, Buccaneer Alaska Drilling, LLC, Buccaneer Royalties, LLC, and Kenai Drilling, LLC. The Debtors have tapped Robert Andrew Black, Esq., Jason Lee Boland, Esq., Robert Bernard Bruner, and William R Greendyke, Esq., at Fulbright Jaworski LLP as counsel. Norton Rose Fulbright Australia will render legal services related to cross-border insolvency and general corporate and litigation matters to Buccaneer Energy Ltd. Epiq Systems is the claims and notice agent. The U.S. Trustee for Region 7 on June 10, 2014, appointed five creditors to serve on the official committee of unsecured creditors. The Committee retained Greenberg Traurig, LLP as legal counsel to the Committee, and Alvarez & Marsal North America, LLC as financial advisors. CAC BUILDINGS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: CAC Buildings Properties LLC 3535 Severn Rd. Cleveland, OH Case No.: 14-16345 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 5, 2014 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Hon. Arthur I Harris Debtor's Counsel: Eric H Zagrans, Esq. ZAGRANS LAW FIRM LLC 474 Overbrook Rd. Elyria, OH 44035 Tel: (440) 452-7100 Email: eric@zagrans.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Aharon Mann, manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. CAESARS ENTERTAINMENT: Strikes Deal on Tort Awards to Creditors --------------------------------------------------------------- Law360 reported that as it moves toward a possible restructuring, casino operator Caesars Entertainment Corp. has struck a deal that grants certain possible lawsuit proceeds to senior creditors holding about $5 billion in debt in its largest subsidiary, according to a regulatory filing. The report related that at the request of certain holders of Caesars Entertainment Operating Co.'s first-lien secured notes, the company granted collateral agent Credit Suisse AG a security interest in and lien on its right, title and interest in alleged commercial tort claims that could arise from the transfer. 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'. CANOPY FINANCIAL: Fifth Third Credit Card Payments Avoidable ------------------------------------------------------------ Gus Paloian, as trustee of the bankruptcy estate of Canopy Financial, Inc., filed suit to recover funds from one of Canopy's bankers, Fifth Third Bank, one of its shareholders, Fifth Third Investment Company, and one of its board members, Charles Drucker, for their alleged roles in a fraud committed against Canopy by two of its officers. The fraud involved the officers' use of a corporate credit card for personal spending sprees. Fifth Third, the issuer of the credit card, also held Canopy's operating accounts and took payment for the outstanding credit card balances from the company's operating funds. According to the suit, Fifth Third received payments from Canopy or took debits from its operating account in a total amount of $3,257,076.58 for card charges. Paloian seeks to recover those payments as fraudulent transfers, while the bank contends that the credit card agreement legitimately obliged Canopy to pay the balances and justified the transfers. In a motion for summary judgment, Paloian seeks a determination that the officers lacked actual and inherent authority to bind Canopy to the credit card agreement. He also seeks to bar any evidence at trial regarding actual or inherent authority issues. District Judge Andrea R. Wood in Chicago granted Paloian's motions pursuant to an Oct. 1, 2014 Memorandum Opinion and Order available at http://is.gd/20jPTYfrom Leagle.com. The case is, GUS A. PALOIAN, not individually but solely as Chapter 7 trustee for Canopy Financial, Inc., Plaintiff, v. FIFTH THIRD BANK, FIFTH THIRD INVESTMENT COMPANY, and CHARLES DRUCKER, Defendants, No. 12-CV-04646 (N.D. Ill.). About Canopy Financial Canopy Financial Inc., based in Chicago, provided financial processing services for the health-care industry. Canopy filed for Chapter 11 bankruptcy after discovering financial and accounting irregularities. Canopy Financial sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 09-44943) on Nov. 25, 2009. The petition says assets are less than $10 million while debt exceeds $50 million. At the end of the year, the Court ordered the conversion of the case to a Chapter 7 liquidation. Gus Paloian was appointed as Chapter 7 trustee. CASIANO COMMUNICATIONS: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Casiano Communications, Inc. aka Casiano Communications aka CCI aka Manuel A. Casiano, Inc. PO Box 12130 San Juan, PR 00914 Case No.: 14-08258 Chapter 11 Petition Date: October 3, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Enrique S. Lamoutte Inclan Debtor's Counsel: Gerardo A Carlo Altieri, Esq. G A CARLO-ALTIERI & ASSOCIATES 254 San Jose St, Third Floor San Juan, PR 00901 Tel: 787-919-0026 Fax: 787-919-0027 Email: gaclegal@gmail.com - and - Kendra Loomis, Esq. P.O. Box 9022001 San Juan, PR 00902-2001 Email: loomislegal@gmail.com - and - Fernando O Zambrana Aviles, Esq. 254 Calle de San Jose, Third Floor San Juan, PR 00901 Tel: 7875393777 Fax: 7879190527 Email: zambrana@inmigracionpuertorico.com Total Assets: $2.15 million Total Liabilities: $8.49 million The petition was signed by Manuel A. Casiano Asencio, Chairman & CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-08258.pdf CATOCTIN FAMILY: Files for Chapter 7 Liquidation ------------------------------------------------ Leesburg, Virginia-based Catoctin Family Practice PC filed for Chapter 7 liquidation (Bankr. E.D. Va. Case No. 14-13514) on Sept. 22, 2014. The Law Office of Frank B. Bredimus serves as the Debtor's counsel. The Firm can be reached at P.O. Box 535, Hamilton, Virginia. According to The Washington Post, the Debtor didn't disclose the amount of its assets and liabilities. CIRCUIT CITY: Wins Reconsideration Of LCD Damages ------------------------------------------------- Law360 reported that a California federal judge gave a Circuit City trustee a second chance to argue why the company should be awarded damages against an American subsidiary of Hitachi Ltd. in an ongoing liquid crystal display price-fixing multidistrict litigation. According to the report, U.S. District Judge Susan IIlston granted Circuit City trustee Alfred H. Siegel's motion for reconsideration of her July 3 summary judgment order preventing it from basing its damages claims on purchases of LCD products from Hitachi America, as a subsidiary of Hitachi Ltd. The case is Alfred H. Siegel, as trustee of the Circuit City Stores Inc. Liquidating Trust v. AU Optronics Corp. et al, case number 3:10-cv-05625, in the U.S. District Court for the Northern District of California. About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008. InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, acted as the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel was Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC served as the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of Aug. 31, 2008. Circuit City opted to liquidate its 721 stores and obtained the Bankruptcy Court's approval to pursue going-out-of-business sales, and sell its store leases in January 2009. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. On Sept. 14, 2010, the Court entered an order confirming the Debtors' Plan of Liquidation, which created the Circuit City Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as Trustee. The Plan became effective Nov. 1, 2010. CLAIRE'S STORES: European Units Ink EUR35 Million Credit Facility ----------------------------------------------------------------- Certain of the European subsidiaries of Claire's Stores, Inc., entered into an unsecured Euro denominated multi-currency revolving credit facility in the amount of EUR35 million that will terminate on Aug. 20, 2017. Loans under the Euro Revolver will bear interest at 2.50% per annum plus the Euro Interbank Offered Rate as in effect for interest periods of one, three or six months or any other period agreed upon. The Euro Revolver also provides for a facility fee of 0.875% per annum on the unused amount of the facility. All obligations under the Euro Revolver are unconditionally guaranteed by Claire's (Gibraltar) Holdings Ltd and certain of its existing direct or indirect wholly-owned European subsidiaries, subject to certain exceptions and limitations. The Euro Revolver contains customary affirmative and negative covenants applicable to Claire's Gibraltar and its subsidiaries, events of default and provisions relating to mandatory and voluntary payments, which include an annual clean-down requirement. The Euro Revolver also contains covenants that require Claire's Gibraltar to maintain particular financial ratios so long as any amounts are outstanding under the facility: Fixed Charge Cover not lower than 1.5:1 based upon the ratio of EBITDAR to Net Finance and Rent Charges for each period of four consecutive fiscal quarters and Leverage not more than 1.50:1 based upon the ratio of Net Debt to adjusted EBITDA for each period of four consecutive fiscal quarters. The Company intends to use the net proceeds of the borrowings for general corporate purposes. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. Claire's Stores reported a net loss of $65.30 million for the fiscal year ended Feb. 1, 2014, following net income of $1.28 million for the fiscal year ended Feb. 2, 2013. As of Aug. 2, 2014, the Company had $2.67 billion in total assets, $2.81 billion in total liabilities and a $141.15 million stockholders' deficit. Bankruptcy Warning "If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, * the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; * the lenders under our Credit Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and * we could be forced into bankruptcy or liquidation," the Company stated in its annual report for the fiscal year ended Feb. 1, 2014. * * * As reported by the TCR on Oct. 1, 2012, Moody's Investors Service upgraded Claire's Stores, Inc.'s Corporate Family and Probability of Default ratings to Caa1 from Caa2. The upgrade of Claire's Corporate Family Rating to Caa1 reflects its ability to address its substantial term loan maturity in 2014 by refinancing it with a $625 million add-on to its existing senior secured first lien notes due 2019. Claire's Stores, Inc., carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. CORD BLOOD: Divests Stake in Biocordcell for $705,000 ----------------------------------------------------- Cord Blood America, Inc., sold its 50.004% ownership stake in Argentina based Biocordcell Argentina, S.A. (Bio) to Diego Rissola, current president and shareholder in Bio, for approximately $705,000, to be paid with three payments due by March 2015, and then annual payments from June 2015 through June 2025. The shares purchased pursuant to the transaction, along with the shares Mr. Rissola already held prior to the transaction, will be pledged in favor of the Company in order to secure Mr. Rissola's performance. Joseph Vicente, chairman and president of Cord Blood America commented, "It is evident from our filings over the past year and a half that the operating performance of Bio has been deteriorating. While revenues have declined slightly, more concerning are widening deficits for bottom line operating losses which has put Bio in a position where significant capital contributions from the shareholders were required. Contributing to our decision is a politically unstable environment which has seen inflation rates rise above 30%, as well as a restrictive policy regarding dividend distribution to US companies." For CBAI, the decision was difficult, but clear; the uses of capital need to be applied where the Company can exert the required amount of influence to be successful with a tangible ROI. This is evidenced by the recent loan to CBAI's exclusive marketing partner in Puerto Rico as outlined in the Q2 filing, and the Company will be aggressive in its pursuit of opportunities where there is a measureable return. "We continue to produce cash domestically, make investments in our operations, see evidence of revenue growth, and thus, remain bullish that we are building a strong foundation, both financially and scientifically, to seize on the opportunities of the future," concluded Mr. Vicente. About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. Cord Blood reported a net loss of $2.97 million on $5.97 million of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $3.49 million on $5.99 million of revenue in 2012. As of June 30, 2014, the Company had $5.64 million in total assets, $7.24 million in total liabilities and a $1.59 million total deficit. Rose, Snyder & Jacobs, LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has sustained recurring operating losses and has an accumulated deficit at Dec. 31, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern. COVENANT LIFE WORSHIP: Case Summary & 8 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Covenant Life Worship Center, Inc. 7001 Lafayette RD Chickamauga, GA 30707 Case No.: 14-14483 Chapter 11 Petition Date: October 4, 2014 Court: United States Bankruptcy Court Eastern District of Tennessee (Chattanooga) Judge: Hon. John C. Cook Debtor's Counsel: Richard T. Klingler, Esq. KENNEDY, KOONTZ & KLINGLER 320 N. Holtzclaw Avenue Chattanooga, TN 37404-2305 Tel: (423)622-4535 Email: rtklingler@kkflawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jason Barton, secretary/clerk. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/tneb14-14483.pdf CRS HOLDING: Status Conference Continued to October 30 ------------------------------------------------------ According to a Hearing Procedures Memo for the hearing held on Sept. 29, 2014, the U.S. Bankruptcy Court for the Middle District of Florida continued the status conference in the Chapter 11 cases of CRS Holding of America, LLC, and it debtor-affiliates to Oct. 30, 2014, at 11:00 a.m. 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. CRS Holding of America, LLC, reported $812,470 in total assets, and $37,560,321 in total liabilities. CRS HOLDING: Hearing on Shumaker Loop Hiring Continued to Oct. 16 ----------------------------------------------------------------- According to a Hearing Procedures Memo for the hearing held on Sept. 29, 2014, the U.S. Bankruptcy Court for the Middle District of Florida continued to Oct. 16, 2014, at 2:00 p.m., the hearing on the application to employ Shumaker, Loop & Kendrick as counsel of CRS Holding of America, LLC, and it debtor-affiliates. 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. CRS Holding of America, LLC, reported $812,470 in total assets, and $37,560,321 in total liabilities. CRS HOLDING: Hearing on Cash Collateral Motion Continued -------------------------------------------------------- According to a Hearing Procedures Memo for the hearing held on Sept. 29, 2014, the U.S. Bankruptcy Court for the Middle District of Florida agreed to continue the hearing on the emergency motion to use cash collateral filed by CRS Holding of America, LLC, and it debtor-affiliates. 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. CRS Holding of America, LLC, reported $812,470 in total assets, and $37,560,321 in total liabilities. CRS HOLDING: Hearing on Bid to Reject Leases Moved to October 16 ---------------------------------------------------------------- According to a Hearing Procedures Memo for the hearing held on Sept. 29, 2014, the U.S. Bankruptcy Court for the Middle District of Florida continued to Oct. 16, 2014, at 2:00 p.m., the hearing on the motion to reject leases filed by CRS Holding of America, LLC, and it debtor-affiliates. 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. CRS Holding of America, LLC, reported $812,470 in total assets, and $37,560,321 in total liabilities. DAN MULCAHY: Files for Bankruptcy After Being Sued By Partner ------------------------------------------------------------- Developer Dan Mulcahy filed for Chapter 11 business and Chapter 13 individual bankruptcy petitions on Sept. 24, 2014, at the U.S. Bankruptcy Court for the Central District of Illinois, a little more than a month after his partner in a church project, former Springfield Ald. Irv Smith, sued him in Sangamon County Circuit Court for allegedly mishandling investment in the project, Tim Landis, Business Editor at The State Journal-Register reports. The State Journal-Register relates that Mr. Mulcahy estimated liabilities of up to $50,000 and assets of $50,000 to $100,000 in his Chapter 11 bankruptcy petition. The report says that Mr. Mulcahy's Chapter 13 petition listed $100,000 to $500,000 in liabilities and $50,000 to $100,000 in assets. According to The State Journal-Register, Messrs. Mulcahy and Smith formed Central Illinois Ventures LLC to buy the former First United Methodist Church at Fifth Street and Capitol Avenue and turn it into a cultural and residential center for downtown Springfield. The report states that Mr. Smith seeks to dissolve Central Illinois Ventures, claiming that: (i) he invested more than $250,000 in the project; (ii) Mr. Mulcahy failed to keep a commitment of $100,000 from the sale of his Springfield home; and (iii) Mr. Mulcahy failed to account for use of Mr. Smith's money, including unauthorized credit card and loan applications through Central Illinois Ventures. DETROIT, MI: Panel Approves Bond Deals for Detroit Bankruptcy ------------------------------------------------------------- Paul Egan, writing for Detroit Free Press, reported that a Michigan state panel has approved four bond deals worth up to $1.1 billion that are needed for the city of Detroit to emerge from bankruptcy, plus the sale of city-owned land parcels needed for a new public bridge to Canada. According to the report, the Detroit City Council had previously approved the bond deals, and had proposed an alternate plan for the $1.4-million sale to the Land Bank Fast Track Authority of 301 city-owned properties near the site of the proposed New International Trade Crossing. 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: Bankruptcy Judge Allows Water Shutoffs to Continue --------------------------------------------------------------- Lisa Lambert, writing for Reuters, reported that U.S. Bankruptcy Judge Steven Rhodes ruled that Detroit can continue shutting off water service to non-paying customers, saying his court does not have jurisdiction over the issue and that suspending disconnections for six months could hurt the city's finances. According to the report, the judge said Detroit cannot afford any revenue slippages. 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: Barclays Ups Exit Loan to $325 Million --------------------------------------------------- Law360 reported that the city of Detroit is set to receive $325 million in financing from Barclays PLC when the troubled metropolis exits bankruptcy, according to documents, $50 million more than was initially planned. The report related that Detroit?s lawyers said the loan has already been approved by the city?s emergency manager, Kevyn Orr, and was signed off on by the city council on Sept. 15. 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: Should Be Able to Borrow After Bankruptcy ------------------------------------------------------ Lisa Lambert, writing for Reuters, reported that Kenneth Buckfire, a consultant for the city of Detroit, said the city should be able to access capital markets and borrow at a rate of around 5 percent after it exits bankruptcy, as long as its tax revenue remains stable. According to the report, Mr. Kenneth Buckfire, president of restructuring firm Miller Buckfire & Co., testified that the markets will respond well to Detroit's paring of its liabilities from $10 billion to $3 billion although the will have to educate the municipal bond market about the "New Detroit," once it exits the largest-ever municipal bankruptcy. 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. DIOCESE OF GALLUP: Mediator for Abuse Claims Picked --------------------------------------------------- Tom Corrigan, writing for Daily Bankruptcy Review, reported that the Roman Catholic Diocese of Gallup, N.M., which filed for bankruptcy protection late last year as a result of mounting litigation tied to sexual-abuse claims, has chosen a mediator to oversee negotiations with more than 100 claimants. According to the report, lawyers for the diocese and a committee representing the abuse claimants said they had selected retired Judge Randall Newsome to serve as mediator and to try to guide the two sides toward a settlement. About the Diocese of Gallup, NM The Diocese of Gallup, New Mexico, principally encompasses American Indian reservations for seven tribes in northwestern New Mexico and northeastern Arizona. It is the poorest diocese in the U.S. There are 38 active priests working in the Diocese and 27 permanent deacons also serve the Diocese along with five seminarians. The Diocese and its missions, schools and ministries employ approximately 50 people, and a significant number of additional people offer their services as volunteers. The diocese sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12, 2013, in Albuquerque, New Mexico amid suits for sexual abuse committed by priests. The bishop previously said bankruptcy will be "the most merciful and equitable way for the diocese to address its responsibility." The abuse mostly occurred in the 1950s and early 1960s, the bishop said. The petition shows assets and debt both less than $1 million. The Diocese of Gallup is the ninth Catholic diocese to seek protection in Chapter 11 bankruptcy. DIRECT RESPONSOURCE: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Direct Responsource, Inc. aka Direct Response, Inc. aka DRS PO Box 12130 San Juan, PR 00914 Case No.: 14-08256 Chapter 11 Petition Date: October 3, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Brian K. Tester Debtor's Counsel: Gerardo A Carlo Altieri, Esq. G A CARLO-ALTIERI & ASSOCIATES 254 San Jose St, Third Floor San Juan, PR 00901 Tel: 787-919-0026 Fax: 787-919-0027 Email: gaclegal@gmail.com - and - Kendra Loomis, Esq. P.O. Box 9022001 San Juan, PR 00902-2001 Email: loomislegal@gmail.com - and - Fernando O Zambrana Aviles, Esq. 254 Calle de San Jose, Third Floor San Juan, PR 00901 Tel: 7875393777 Fax: 7879190527 Email: zambrana@inmigracionpuertorico.com Total Assets: $8.68 million Total Liabilities: $9.14 million The petition was signed by Manuel A. Casiano Asencio, Chairman & CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-08256.pdf DOWLING COLLEGE: S&P Cuts LT Rating to 'B-' on Falling Enrollment ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its long- term rating to 'B-' from 'B' on the Suffolk County Industrial Development Agency, N.Y.'s series 1996 and the Brookhaven Industrial Development Agency's series 2002 revenue bonds issued for Dowling College, N.Y. The outlook is negative. The debt is a general obligation (GO) of the college. "The downgrade is based on Dowling's inability to stabilize enrollment and improve operations, loss of external financial support from banks, transitional risks associated with the frequent management turnover, and recent accreditation warning that could lead to accreditation withdrawal," said Standard & Poor's credit analyst Emily Avila. It is S&P's understanding that through fiscal 2013, the college has made timely debt service payments. However, S&P believes adverse business, financial, or economic conditions could impair Dowling's capacity to meet its financial commitment on a timely basis for its debt obligations. "The rating and outlook further reflect Dowling's significant enrollment decreases in the past six years and another large decrease expected for fall 2014, historically negative operating results, and low financial resources," said Ms. Avila. Other factors include its: -- Accreditation warning, issued by Middle States Commission on Higher Education (MSCHE) on June 26, 2014, related to three accreditation areas that could lead to revocation of its accreditation further hampering demand; -- Heavy budget reliance on tuition and other student-generated revenues, which account for 96% of fiscal 2013 operating revenues and have increased recently; -- Very small $2.1 million endowment compared with a high debt level of $54.9 million; -- Moderately high maximum annual debt service (MADS) burden of 9%; -- Limited access to external monetary support from banks; and -- Transitional risks associated with the significant turnover in key management positions. "The negative outlook reflects our view that, over the next 12 months, enrollment will likely decrease, operations may weaken further, and financial resource ratios will likely remain below category medians," added Ms. Avila. S&P could lower the rating during the one-year outlook period, if enrollment or financial operations decline, the college can't successfully resolve its accreditation warning, or it violates any of its debt covenants. A return to a stable outlook, although, in S&P's view, unlikely at present, would depend on the college's ability to stabilize enrollment and improve its financial performance and financial resource ratios relative to debt. S&P would also expect an end to management turnover. DR. TATTOFF: Director William Kirby Resigns ------------------------------------------- William Kirby, D.O., submitted his resignation as a director of the Board of Directors of Dr. Tattoff, Inc., effective on Sept. 29, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. Dr. Kirby was not a member of any of the Board's committees. As a result of his resignation, the Board will consist of four directors, three of whom are independent directors. "The Board does not intend at this time to appoint a new director to replace Dr. Kirby and has determined that at this time the Board will consist of four directors going forward," the Company stated in the filing. About Dr. Tattoff Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates or provides management services to five laser tattoo and hair removal clinics located in Texas and California, all of which operate under the Company's registered trademark "Dr. Tattoff." Dr. Tattoff reported a net loss of $4.30 million on $3.65 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $2.83 million on $3.20 million of revenues during the prior year. As of June 30, 2014, the Company had $2.54 million in total assets, $8.95 million in total liabilities and a $6.41 million total shareholders' deficit. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's current liabilities exceeded its current assets by approximately $5,435,000, has shareholders' deficit of approximately $4,013,000, has suffered recurring losses and negative cash flows from operations, and has an accumulated deficit of approximately $11,708,000 at Dec. 31, 2013. This raises substantial doubt about the Company's ability to continue as a going concern. DYNAVOX INC: Files Ch. 11 Liquidation Plan, Disclosure Statement ---------------------------------------------------------------- Dynavox Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a Chapter 11 plan of liquidation and accompanying disclosure statement following the sale of substantially all of their assets to Tobii Technology AB for $18 million. All classes of claims under the Plan are unimpaired and holders of the claims are deemed to accept the treatment of their claims. A full-text copy of the Disclosure Statement dated Oct. 3, 2014, is available for free at: http://bankrupt.com/misc/DYNAVOXds1003.pdf About Dynavox Inc. DynaVox Intermediate LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-10785) on April 6, 2014. Two of its affiliates, DynaVox Inc. and DynaVox Systems Holdings LLC, also filed for bankruptcy (Case Nos. 14-10791 and 14-10790) the following day. The Debtors estimated assets and debts of at least $10 million. Cousins, Chipman & Brown, LLP, serves as the Debtors' counsel. Judge Peter J. Walsh presides over the case. DynaVox Inc. (OTC: DVOX) is a holding Company with its headquarters in Pittsburgh, Pennsylvania, whose primary operating entities are DynaVox Systems LLC and Mayer-Johnson LLC. DynaVox provides speech generating devices and symbol-adapted special education software to assist individuals in overcoming their speech, language and learning challenges. ECHO AUTOMATIVE: Foreclosure Auction Set for Oct. 16 ---------------------------------------------------- United Fleet Financing LLC will sell the property of Echo Automative Inc. at a foreclosure auction set for Oct. 16 at 10:00 a.m. United Fleet holds a perfected security interests in all of the assets of Echo Automotive (OTC: ECAU). The auction will be held at the offices of Jennings, Strouss & Salmon Plc. At the auction, the minimum bid for the combined lot of the assets is $750,000, which must be paid in cash in immediately available funds. Counsel to United is: Todd Tuggle, Esq. JENNINGS, STROUSS & SALMON PLC One East Washington Street, Suite 1900 Phoenix, AZ 85004 Tel: 602-262-5834 ELDORADO RESORTS: S&P Assigns 'B' CCR; Outlook Negative ------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to Eldorado Resorts Inc. (ERI). The rating outlook is negative. At the same time, S&P lowered its corporate credit rating on Eldorado Resorts LLC to 'B' from 'B+' and removed all ratings from CreditWatch, where it had placed them with negative implications on Sept. 10, 2013. "We revised our recovery rating on the Eldorado Resorts LLC's 8.625% senior secured notes to '2' from '3' and affirmed our issue-level rating at 'B+' in conjunction with the lowering of the corporate credit rating to 'B' from 'B+' and our notching criteria. The '2' recovery rating reflects our expectation for substantial recovery (70% to 90%) for lenders in the event of a payment default. The revised recovery rating reflects improved recovery prospects as a result of the repayment and termination of the company's secured credit facilities in the 2014 second quarter that ranked senior to the 8.625% notes," S&P said. S&P also raised its corporate credit rating on MTR Gaming Group Inc. (MTR) to 'B' from 'B-' and removed all ratings from CreditWatch, where S&P had placed them with positive implications on Sept. 10, 2013. S&P raised its issue-level rating to 'B' from 'B-' on MTR's 11.5% senior secured second-lien notes, reflecting the upgrade of the company. The recovery rating remains '3' on these notes. "The 'B' corporate credit rating on ERI reflects our assessment of the company's business risk profile as 'weak,' and its financial risk profile as 'highly leveraged,'" said Standard & Poor's credit analyst Ariel Silverberg. S&P's ratings on ERI, Eldorado Resorts LLC, and MTR reflect a consolidated view of the three companies. The negative rating outlook reflects S&P's expectation that increased competition will result in a continued EBITDA decline through 2015 that will drive adjusted leverage higher, to the mid- 6x area (from about 6x at the end of 2014, pro forma as if the merger was completed on Jan. 1, 2014), interest coverage lower, towards the mid-1x area, and result in minimal discretionary cash flow. Lower ratings will be considered if the impact of competition is severe enough to drive EBITDA declines of more than 10% over the next few quarters. This would cause EBITDA coverage of interest to fall below the mid-1x area, result in negative discretionary cash flow and result in the company relying on, and draining, excess cash balances. Any sustained use of excess cash balances to fund operations would lead to a lower corporate credit rating. Higher ratings are unlikely at this time given S&P's forecast for EBITDA to decline through 2015. Nevertheless, S&P would consider higher ratings if EBITDA coverage of interest were to be sustained above 2x and adjusted leverage were to be sustained below 5x. This would likely be the result of greater than expected debt reduction. EMERALD CASINO: Former Execs Owe $272MM Over Lost License --------------------------------------------------------- U.S. District Judge Rebecca R. Pallmeyer in Illinois issued a $272 million judgment in favor of the trustee for Emerald Casino Inc. and against the failed casino's former company managers, various news sources reported. According to Law360, Judge Pallmeyer, in an 281-page opinion, sided with Trustee Frances Gecker that the Emerald Casino's top executives broke a contract with the company by violating rules set forth by the Illinois Gaming Board. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Judge held a trial without a jury and assessed $45.3 million judgments against each of the six. Judge Pallmeyer, according to the Bloomberg report, described in her opinion how Emerald became the first casino in Illinois ever to have its license revoked by regulators. She said they were concerned that organized crime "was somehow involved" with the casino's proposed new location in Rosemont, Illinois, the Bloomberg report related. The case is Gecker v. Flynn (In re Emerald Casino Inc.), 11-cv- 04714, U.S. District Court, Northern District Illinois (Chicago). Emerald's bankruptcy case (Bankr. N.D. Ill. Case No. 02-22977) began in 2002 and went forward under Chapter 11 of the Bankruptcy Code. In 2007, Emerald's bankruptcy case was converted to one under Chapter 7, and the United States Trustee appointed Frances Gecker as the Chapter 7 trustee. EMORAL INC: Aaroma Says Bankruptcy Estate Owns Diacetyl Claims -------------------------------------------------------------- Law360 reported that Aaroma Holdings LLC has urged the U.S. Supreme Court to uphold a Third Circuit decision freeing it from liability for injuries allegedly caused by a food additive manufactured by a company whose assets it purchased in 2010, arguing the plaintiffs' claims belonged to the now-bankrupt company's estate. According to the report, a group of plaintiffs are petitioning the high court to review the Third Circuit's ruling, in a case that relates to Edison, New Jersey-based Aaroma's 2010 purchase of assets and assumption of certain liabilities belonging to Emoral Inc. The case is Diacetyl Plaintiffs v. Aaroma Holdings LLC, case number 14-71, in the Supreme Court of the United States. ENDEAVOUR INT'L: Discloses Financial Forecasts to Debt Holders -------------------------------------------------------------- Endeavour International Corporation has been engaged in discussions with certain holders of its debt regarding a restructuring of the Company's capital structure, as previously reported by the TCR on Oct. 3, 2014. In connection with these discussions, the Company provided the financial forecasts and other information to certain debt holders in September 2014. Such information has not been updated to give effect to the previously announced refinancing of certain of the Company's indebtedness on Sept. 30, 2014. The Company and these debt holders are parties to nondisclosure agreements and the disclosure was being made in accordance with the terms of those nondisclosure agreements. A copy of the Discussion Materials is available for free at: http://is.gd/sOEPYI 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 reported on Sept. 9, 2014, that Standard & Poor's Rating Services lowered its corporate credit on Endeavour International Corp. to 'D' from 'CCC'. The 'D' rating reflects missed interest payments and S&P's expectation that payments will not be made on the company's 12% first-priority notes due March 2018 and 12% second-priority notes due June 2018. ENERGY FUTURE: Amends Global Notes Related to Schedules ------------------------------------------------------- Energy Future Holdings Corp. has amended and restated its global notes and statement of limitations, methods and disclaimer regarding its schedules of assets and liabilities, and statements of financial affairs. EFH and its debtor affiliates filed their Schedules of Assets and Liabilities, and Statements of Financial Affairs on June 30, 2014. Together with the revised global notes, EFH filed amendments to the SoFAs with the Bankruptcy Court, removing all setoffs related to certain legacy interest rate swaps from SoFA 13 (Setoffs), as well as amendments to the Schedules with the Bankruptcy Court, adding certain agreements and contracts to EFH's Schedule G (Executory Contracts and Unexpired Leases). The SoFA 13 Amendment and Schedule G Amendment only affect those claimants and claims identified therein and does not affect any claimants or claims identified in the SoFAs or Schedules that are not identified in the SoFA 13 Amendment or Schedule G Amendment. Pursuant to the Court's Order (A) Setting Bar Dates for Filing Non-Customer Proofs of Claim and Request for Payment, (B) Approving the Form and Manner for Filing Non-Customer Proofs of Clam and Requests for Payment, and (C) Approving the Notice, entered by the Bankruptcy Court on August 18, 2014, if any of the claimants affected by the Schedule G Amendment disagree with the nature, amount or classification of their claim(s), then the claimant must file a proof of claim form with respect to those claim(s) no later than 5:00 p.m. (Eastern Standard Time) on Oct. 27, 2014. A full-text copy of the amended global notes is available for free at http://is.gd/sgirYj About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ERF WIRELESS: Sells 1.3 Million Common Shares --------------------------------------------- From Sept. 27, 2014, through Oct. 3, 2014, ERF Wireless, Inc., issued 1,278,654 shares of common stock pursuant to Convertible Promissory Notes. The Shares were issued at an average of $0.0304 per share. The issuance of the Shares constitutes 9.37% of the Company's issued and outstanding shares based on 13,641,523 shares issued and outstanding as of Sept. 26, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. About ERF Wireless Based in League City, Texas, ERF Wireless, Inc., provides secure, high-capacity wireless products and services to a broad spectrum of customers in primarily underserved, rural and suburban parts of the United States. ERF Wireless reported a net loss attributable to the Company of $7.26 million in 2013, a net loss attributable to the Company of $4.81 million in 2012 and a net loss attributable to the Company of $3.37 million in 2011. The Company's balance sheet at June 30, 2014, showed $3.59 million in total assets, $11.69 million in total liabilities and a $8.10 million total shareholders' deficit. ESSAR STEEL: Moody's Corrects Caa1 Rating Withdrawal ---------------------------------------------------- Moody's Investors Service has corrected the rating on Essar Steel Algoma Inc.'s ABL/Term loan facility (ISIN XAC3328TAB89) from withdrawn to Caa1, LGD2. The rating was withdrawn on Sept. 20, 2014 due to an internal administrative error. Although the secured credit facility originally had a maturity date of September 20, 2014, the obligations under the ABL/Term loan remain outstanding and subject to the Plan of Arrangement approved by the Ontario Superior Court of Justice on Sept. 15, 2014. Headquartered in Sault Ste. Marie, Ontario, Canada, ESA is an integrated steel producer. FAIRFIELD SENTRY: 2nd Circuit Says Bankr. Court Must Review Sale ---------------------------------------------------------------- Michael L. Cook, Esq., at Schulte Roth & Zabel LLP posted on the Firm's website that the U.S. Court of Appeals for the Second Circuit, on Sept. 26, 2014, held that a U.S. bankruptcy court was required to conduct a full review of Fairfield Sentry Ltd's sale of property "within the territorial jurisdiction of the United States," relying on the "plain" language of Bankruptcy Code Section 1520(a)(2). According to Mr. Cook, the bankruptcy court also "erred when it gave deference to a foreign court's approval of the asset sale." The Second Circuit vacated bankruptcy and district court orders that declined to review the sale of the Debtor's asset, reasoning that the "bankruptcy court's analysis [was] incomplete." Mr. Cook states that in the mistaken view of the lower courts: (1) the foreign debtor was not selling a property interest "within the United States"; and (2) "comity dictate[d]" deference to a foreign court's judgment approving the sale. Remanding the matter back to the bankruptcy court, the court of appeals directed the court to "[consider] the [actual] increase in value of the . . . asset between" the contract signing "and approval [of the sale] by the bankruptcy court," says Mr. Cook. Given the $40 million increase in the asset's value, the Second Circuit directed the bankruptcy court on remand to reject the proposed asset sale, as the foreign liquidator had requested. The BVI Liquidation was a "foreign main proceeding" under Chapter 15 of the Code, noted the Second Circuit. A U.S. bankruptcy court must therefore fully review any proposed "transfer of an interest of the debtor in property that is within the territorial jurisdiction of the United States." Until the bankruptcy court approves an asset sale, the selling trustee may decline to go forward if it has no "good business reason" for proceeding with the sale -- if, for example, the property has increased in value, rendering the original contract price inadequate. Nor must a U.S. bankruptcy court defer to a foreign court's judgment as a matter of "comity." Despite Code Chapter 15's general deference to foreign courts for the sake of consistency, Section 1520(a)(2) explicitly "required" the bankruptcy court to review the asset sale "to the same extent" as it would in a domestic Chapter 7 or Chapter 11 case. Auction of the Debtor's SIPA Claim The Sentry Liquidator auctioned off the Sentry SIPA Claim during the summer of 2010. The successful bidder offered to buy the SIPA Claim for roughly 32 percent of the claim's allowed amount, a bid that was "several percentage points higher than the other bids," and was accepted by the Liquidator, subject only to later court approval. The Liquidator and Buyer negotiated, documented and signed a trade confirmation setting forth the material terms of the sale. Among other things, the contract was to be governed by New York law and expressly "subject to approval by both the U.S. bankruptcy court and the BVI Court," with a requirement that the Liquidator promptly seek that approval. BVI Court Approval of Contract Subject to U.S. Bankruptcy Court Approval The Liquidator failed to seek BVI court approval of the contract, causing the Buyer to move in the BVI court for an order compelling the Liquidator to comply with the contract. In response, the Liquidator asked the BVI court "not to approve the transfer to [Buyer] at the bid price because, given the sudden increase in the value of the SIPA Claim, it was not in the best interests of the Sentry estate." The Liquidator also argued that U.S. bankruptcy court approval was required under Code Sections 1520(a)(2) and 363. Id. The BVI court approved the sale of the SIPA Claim under the Contract despite the Liquidator's objection, subject to further approval of the U.S. bankruptcy court. U.S. Bankruptcy Court's Refusal to Review Contracts The Liquidator asked the U.S. bankruptcy court to review the contract and to enter "an order disapproving" the sale. Denying the Liquidator's motion, the bankruptcy court described it as "seller's remorse" and a "last-ditch effort" to undo the sale. It also declined to review the transaction because it reasoned that the "[s]ale does not involve the transfer of an interest in property within the United States." In its view, "comity dictates that [the U.S. bankruptcy court] defer to the BVI Judgment" by approving the sale. On the first round of appeal, the district court questioned whether Code Section 363 even applied, but agreed that the bankruptcy court's denial of the Liquidator's challenge to the sale was proper because "[c]ourts should be loath to interfere with corporate decisions absent a showing of bad faith, self- interest, or gross negligence." About Fairfield Sentry Fairfield Sentry is being liquidated under the supervision of the Commercial Division of the High Court of Justice in the British Virgin Islands. It is one of the funds owned by the Fairfield Greenwich Group, an investment firm founded in 1983 in New York City. Fairfield Sentry and other Greenwich funds had among the largest exposures to the Bernard L. Madoff fraud. Fairfield Sentry Limited filed for Chapter 15 protection (Bankr. S.D.N.Y. Case No. 10-13164) on June 14, 2010. Fairfield Sentry became the subject of a BVI liquidation, and a BVI court appointed the Liquidator under BVI law. The Liquidator then sought recognition of the BVI liquidation as a foreign main proceeding under Chapter 15 of the Code in the Southern District of New York. The Bankruptcy Court entered an order granting recognition of the Fairfield Sentry case on July 22, 2010, enabling the Liquidator to use the U.S. Bankruptcy Court to protect and administer Fairfield Sentry's assets in the U.S. FLAVORS HOLDINGS: S&P Raises Rating on $400MM Facility to 'B+' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level ratings on Flavors Holdings Inc.'s now proposed $400 million first-lien facility (which consists of a $50 million revolving credit facility due 2019 and $350 million first-lien term loan due 2020) to 'B+' from 'B'. Simultaneously, S&P revised the recovery rating to '2' from '3', reflecting its expectations for substantial (70% to 90%) recovery in the event of a payment default. S&P also raised the issue-level rating on the company's now-proposed $50 million second-lien term loan due 2021 to 'B' from 'B-', and revised the recovery rating to '4' from '5', reflecting S&P's expectations for average (30% to 50%) recovery in the event of a payment default. The proceeds from these facilities will be used for the acquisition of Merisant Co. and to refinance existing indebtedness at MAFCO. The issue-level ratings changes reflect the company's revised first- and second-lien debt offering amounts. The first-lien loan amount was reduced by $15 million to $350 million and the second- lien term loan was reduced by $25 million to $50 million. The company's owner will contribute an additional $25 million and the company will draw about $21 million on its revolver. S&P estimates the company's adjusted debt outstanding will be about $436 million versus the $450 million initially announced. S&P estimates pro forma leverage will be about 5.5x, still in line with its prior expectations. The recovery and issue-level ratings were revised based on the lower debt levels and the change from 1% to 5% annual amortization on the first-lien term loan. The corporate credit rating on the company remains 'B' with a stable outlook, reflecting the company's product focus, albeit within niche markets that potentially offer limited organic growth despite geographic and customer diversity. These factors support S&P's "weak" business risk assessment. The rating also reflects the expectation that the company will maintain credit protection measures within S&P's "highly leveraged" core indicative ratio ranges, with leverage of greater than 5x and funds from operations to total debt below 12%. RATINGS LIST Flavors Holdings Inc. Corporate credit rating B/Stable/-- Ratings Revised To From Flavors Holdings Inc. Senior secured $50 mil. revolver due 2019 B+ B Recovery rating 2 3 $350 mil. first-lien term loan due 2020 B+ B Recovery rating 2 3 $50 mil. second-lien term loan due 2021 B B- Recovery rating 4 5 GARLOCK SEALING: Carmakers, et al., Want Asbestos Records Opened ---------------------------------------------------------------- Law360 reported that Ford Motor Co., Honeywell International, Volkswagen Group of America Inc. and a slew of insurers urged a North Carolina bankruptcy judge to reject a bid to seal aggregated estimations of past and pending mesothelioma claims against Garlock Sealing Technologies LLC, saying the information should be released to the public. According to the report, the group, known as the Public Access Proponents, slammed a motion to seal records filed by the Official Committee of Asbestos Personal Injury Claimants in the Garlock case. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. Judge George Hodges of the United States Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against EnPro Industries' Garlock Sealing Technologies LLC subsidiary at $125 million, consistent with the positions GST put forth at trial. GENERAL MOTORS: Ratings Upgrade to Aid Unit in Supporting Sales --------------------------------------------------------------- Jeff Green and Madeline O'Leary, writing for Bloomberg News, reported that General Motors Co. plans to take advantage of its return to investment grade, which could lower borrowing costs, by strengthening its lending arm, Chief Financial Officer Chuck Stevens said. According to the report, Standard & Poor's Ratings Services recently upgraded both GM and General Motors Financial Co. to BBB-, citing progress in Europe, healthy cash flow and limited reputational and market-share damage as a result of the company's record recalls. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Sep. 29, 2014, reported that Standard & Poor's Ratings Services raised its corporate credit rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from 'BB+', and revised the outlook to stable from positive. At the same time, S&P raised its issue-level rating on GM's unsecured debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4' recovery rating on that debt, because S&P do not assign recovery ratings to the issues of investment-grade companies. GLOBAL AVIATION: Second Bankruptcy Heads to Liquidation ------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Global Aviation Holdings Inc. is being liquidated in Chapter 7, where a trustee is appointed automatically. According to the report, Global sought conversion of its Chapter 11 case to Chapter 7 following the sale of its North American assets to Omni Air International Inc. for $11 million. Global said there will be "very little" left to administer, the report related. About Global Aviation Holdings Global Aviation Holdings Inc. -- http://www.glah.com-- the parent company of North American Airlines and World Airways, sought Chapter 11 bankruptcy protection on Nov. 12, 2013. North American Airlines, founded in 1989, operates passenger charter flights using B767-300ER aircraft. Founded in 1948, World Airways -- http://www.woa.com-- operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. The parent of World Airways Inc. and North American Airlines Inc. implemented a prior Chapter 11 reorganization in February 2013. The new case is In re Global Aviation Holdings Inc., 13-12945, U.S. Bankruptcy Court, District of Delaware (Wilmington). The prior case was In re Global Aviation Holdings Inc., 12-bk-40783, U.S. Bankruptcy Court, Eastern District New York (Brooklyn). Peachtree City, Georgia-based Global blamed the new bankruptcy on decreased flying for the government that reduced revenue for the first nine months of this year to $354 million from $486 million in the same period of 2012. The 2013 petition shows assets and debt both exceeding $500 million. In the first bankruptcy, Global listed $589.8 million in assets and debt of $493.2 million. In the 2013 case, the Debtors are represented by Kourtney Lyda, Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware. The first lien agent is represented by Michael L. Tuchin, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. Wells Fargo Bank, National Association, agent to the second lienholders and third lienholders, is represented by Mildred Quinones-Holmes, Esq., at Thompson Hines LLP, in New York. World Airways Inc. ceased operations on March 27, 2014, after its bankrupt parent was unable to secure necessary funding to keep the charter operator airborne. GLOBAL ENERGIES: 11th Circuit Won't Review Bankruptcy Reversal -------------------------------------------------------------- Law360 reported that an Eleventh Circuit panel has denied a shareholder's request to reconsider a ruling reversing the bankruptcy petition of Boca Raton, Florida-based Global Energies LLC and ordered sanctions hearings for abuse of the bankruptcy process and withholding evidence. According to the report, the Eleventh Circuit denied shareholder Chrispus Venture Capital LLC's request for a panel rehearing of its Aug. 15 decision determining that Chrispus and another shareholder in the company conspired to put the company into bankruptcy with the help of an attorney and suggesting sanctions for the players involved. The case is Wortley v. Chrispus Venture Capital LLC, case number 13-11666, in the U.S. Court of Appeals for the Eleventh Circuit. About Global Energies Chrispus Venture Capital, LLC, which was allegedly owed $1,092,375, filed an involuntary Chapter 11 petition against Global Energies, LLC, aka 714 Technologies, LLC, on July 1, 2010 (Case No. 10-28935, Bankr. E.D. Va.). The case is assigned to Judge Raymond B. Ray. The Petitioners were represented by Chad P. Pugatch, Esq., in Ft. Lauderdale, Florida. GM FINANCIAL: Fitch Affirms "BB+" LT Issuer Default Rating ---------------------------------------------------------- In an Oct. 3, 2014 ratings release, Fitch Ratings affirmed five U.S. captive finance companies (captives). The rating action follows the affirmation of each captive's corporate parent rating in a portfolio review on Sept. 30, 2014 and Oct. 1, 2014. Fitch has affirmed the following Long-term Issuer Default Ratings (IDRs): Boeing Capital Corporation (BCC) at 'A', Caterpillar Financial Services Corporation (CFSC) at 'A', Ford Motor Credit Company LLC (Ford Credit) and its affiliates at 'BBB-', General Motors Financial Company, Inc. (GMF) and its affiliates at 'BB+', and Harley-Davidson Financial Services, Inc. (HDFS) at 'A'. The Rating Outlooks for BCC, CFSC, and HDFS remain Stable, whereas the Rating Outlooks for Ford Credit and GMF remain Positive. Key Rating Drivers Parent Rating Linkage Fitch considers each captive 'core' to its respective parent, due to strong operational/financial integration, including support agreements in place between each parent and its captive, and the critical function each captive plays in achieving parent's objectives. These characteristics and Fitch's core designation result in equalization of the ratings between the parents and their captives. Captives also continue to be the dominant issuer of debt relative to their manufacturing parents due to the balance-sheet intensive lending nature of their business. For instance, captives covered in this review, on average, accounted for 67% of the consolidated parent company reported debt levels. Rise in Short-Term Debt After sharp declines in captives' usage of short-term debt post- crisis, issuance of short-term debt such as commercial paper (CP) is increasing, with the proportion of short-term debt to total debt for some captives approaching pre-crisis levels. However, short-term debt remained below 20% of total debt in second quarter 2014 (2Q'14) for captives covered in this review. Fitch believes that a reasonable level of short-term debt is manageable for captives who have relatively shorter-dated assets and maintain appropriate back-up committed liquidity facilities. However, a material increase from current levels could adversely impact parent and captive ratings. Lending Growth Continues Lending growth in captives' portfolios continued in 2014 driven by increased demand from a gradually improving global economy, improved supply of liquidity in funding markets, and slight loosening in lending standards. Average portfolio growth for the captives in this review (excluding GMF, which experienced significant growth due to an acquisition) was a healthy 3.0% in 2013 and 0.9% in 2Q'14. Fitch expects similar trends will continue to drive portfolio growth for the rest of 2014 and 2015. Competition Expected to Increase Fitch expects the captive landscape to get more competitive as banks increase their focus in growth areas such as auto finance and equipment finance, which will likely put pressure on pricing/margins and may lead to further loosening of lending standards. Outsized growth rates that results in deteriorating credit quality would be viewed negatively by Fitch. Normalizing Asset Quality The benign credit environment in the U.S. has continued to benefit both consumer and commercial captives. Most captives reported net losses and delinquencies at or near historical troughs in 2013. However, Fitch believes that asset quality improvement has run its course and expects metrics to normalize as increased competition pressures underwriting standards, rising rates increase borrowers' debt service burden, and used vehicle/equipment values continue to moderate, impacting recoveries. Average credit loss rates for captives in this review increased modestly to 0.71% in 2Q'14, from 0.63% in 2Q'13. Still, loss rates and delinquencies remain well below pre-crisis levels which should support solid credit performance in 2H'14 and 2015. Healthy Profitability Levels Profitability remained strong for the captive group with average pre-tax profit margins of 29.3% in 2Q'14 driven by higher financing revenues, relatively lower credit losses and lower borrowing costs. Fitch expects profitability to normalize in 2H'14 and 2015 as the industry faces headwinds from tighter pricing due to increased competition, higher provision expense from normalizing credit performance, and increased funding costs in a rising rate environment. Slight Increase in Leverage Average leverage for the captives covered in this review increased just over half a turn to 6.6x at 2Q'14, compared to 6.0x at year- end 2013, driven by higher average dividend distributions to parents. Leverage has increased from post-crisis lows and for some captives is approaching pre-crisis levels. Captives' discretion over dividend payments, which can be dialed back or curtailed in times of stress, somewhat mitigates this concern. Robust Funding Access Funding access in both secured and unsecured wholesale funding markets has remained robust as investors continue to seek incremental yields in a persistently low interest rate environment. Most captives have taken advantage of these conditions to lengthen their overall debt maturity profile, despite the increased use of CP. A potential increase in interest rates could dampen origination volumes, increase borrowing costs and pressure profit margins, but depending on the type of asset financed, captives should be able to pass on these costs to customers, albeit with a lag. Rating Sensitivities Fitch expects ratings on captives that are considered core to move in tandem with the ratings of their respective parent. Fitch does not envision a scenario where a captive would be rated higher than its parent. That said, a material increase in leverage, an inability to access funding for an extended period of time, and/or significant deterioration in the credit quality of the underlying loan and lease portfolio for a captive, could become restraining factors on the respective parent's ratings. Fitch has affirmed the following ratings: Boeing Capital Corporation: -- Long-term Issuer Default Rating (IDR) at 'A; Outlook Stable; -- Senior unsecured notes at 'A'. Caterpillar Financial Services Corporation -- Long-term IDR at 'A'; Outlook Stable; -- Senior unsecured bank credit facilities at 'A'; -- Senior unsecured notes at 'A'; -- Short-term IDR at 'F1'; -- CP at 'F1'. Caterpillar Financial Australia Limited -- Short-term IDR at 'F1'; -- CP at 'F1'. Caterpillar International Finance Limited -- Long-term IDR at 'A'; -- Senior unsecured bank credit facilities at 'A'; -- Senior unsecured notes at 'A'. Caterpillar Finance Corporation (CFC) -- Long-term IDR at 'A'; Outlook Stable; -- Senior unsecured bank credit facilities at 'A'. Ford Motor Credit Company LLC -- Long-term IDR at 'BBB-'; Outlook Positive; -- Short-term IDR at 'F3'; -- Senior shelf at 'BBB-'; -- Senior unsecured at 'BBB-'; -- Commercial paper (CP) at 'F3'. Ford Credit Europe Bank Plc --Long-term IDR at 'BBB-'; Outlook Positive; --Short-term IDR at 'F3'; --Senior unsecured at 'BBB-'; --CP at 'F3'; --Short-term deposits at 'F3'. Ford Capital B.V. -- Long-term IDR at 'BBB-'; Outlook Positive; -- Senior unsecured at 'BBB-'. Ford Credit Canada Ltd. -- Long-term IDR at 'BBB-'; Outlook Positive; -- Short-term IDR at 'F3'; -- Senior unsecured at 'BBB-'; -- CP at 'F3'. Ford Credit Australia Ltd. -- Long-term IDR at 'BBB-'; Outlook Positive; -- Short-term IDR at 'F3'; -- CP at 'F3'. Ford Credit de Mexico, S.A. de C.V. -- Long-term IDR at 'BBB-'.; Outlook Positive; Ford Credit Co. S.A. de C.V. -- Long-term IDR at 'BBB-'; Outlook Positive; -- Senior unsecured at 'BBB-'. Ford Motor Credit Co. of New Zealand Ltd. -- Long-term IDR at 'BBB-'; Outlook Positive; -- Short-term IDR at 'F3'; -- Senior unsecured at 'BBB-'; -- CP at 'F3'. Ford Motor Credit Co. of Puerto Rico, Inc. -- Short-term IDR at 'F3'. Ford Holdings, Inc. -- Long-term IDR at 'BBB-'; Outlook Positive; -- Senior unsecured at 'BBB-'. General Motors Financial Company Inc. -- Long-term IDR at 'BB+'; Outlook Positive; -- Senior unsecured debt at 'BB+'; -- Euro Medium-Term Note Programme at 'BB+'; -- Short-term IDR at 'B'. GMAC Bank GmbH -- Long-term IDR at 'BB+'; Outlook Positive; -- Senior unsecured debt at 'BB+'; -- Short-term IDR at 'B'; -- Commercial paper at 'B'; GMAC (UK) Plc -- Long-term IDR at 'BB+'; Outlook Positive; -- Short-term IDR at 'B'; -- Short-term debt at 'B'. General Motors Financial International B.V. -- Long-term IDR 'BB+'; Outlook Positive; -- Euro Medium Term Note Programme at 'BB+'. HDFS -- Long-term IDR at 'A'; Outlook Stable; -- Senior unsecured rating at 'A'; -- Short-term IDR at 'F1'; -- Commercial paper rating at 'F1'. Harley-Davidson Funding Corp. (HDFC) -- Senior unsecured rating at 'A'. GREAT NORTHERN: Atty. General, et al., Want Case Moved to Maine --------------------------------------------------------------- Judy Harrison at Bangor Daily News reports that the towns of Millinocket and East Millinocket and the Maine attorney general have supported Hartt Transportation Systems of Bangor, Lynch Logistics and Lynco Inc.'s motion to transfer Great Northern Paper Co.'s bankruptcy case from Delaware to Maine. The case should be transferred because a majority of creditors are located in Maine, Darren Fishell at Bangor Daily relates, citing Jeremy Fischer, who represents Hartt Transportation, Lynch Logistics and Lynco. Mr. Fischer's clients claim they are owed a collective $413,877 from GNP Maine Holdings, Bangor Daily adds. According to Bangor Daily, 652 of the 1,159 creditors listed in the Debtor's bankruptcy filing are located in Maine and that eight other Maine creditors have indicated support for moving the case to Maine, including Affiliated Healthcare Systems, Cross Insurance, Timberland Trucking Inc., Gerald Pelletier Inc., and Millinocket Fab & Machine Inc. of Millinocket. The attorney general said that several state agencies are owed money by the Debtor, Bangor Daily states. The report says that the attorneys for Millinocket and East Millinocket said that the towns may be the Debtor's largest secured creditors with millions owed them in back taxes. Bangor Daily relates that Charles A. Stanziale Jr., the trustee handling the case, said that he would oppose efforts to move the case, saying that very few of the bankrupt companies are ever physically located in Delaware. Mr. Stanziale, according to Bangor Daily, said that if the case proceeds under his watch, his first priority is finding a buyer that would keep the property in East Millinocket operating as a paper mill. A scheduled meeting of creditors is set for Oct. 15, 2014, Bangor Daily states, citing Mr. Fischer. GNP Maine Holdings LLC, dba Great Northern Paper Company, owns and operates a waste water treatment plant on its premises in East Millinocket, Maine. It filed a voluntary petition for Chapter 7 bankruptcy on Sept. 22 (Bankr. D. Del. Case No. 14-12179) in Wilmington, Delaware, listing $50 million to $100 million in both assets and liabilities. The Debtor is represented by Mark D. Olivere, Esq., at Chipman Brown Cicero & Cole LLP. The next day, trade creditors Hartt Transportation Systems Inc., allegedly owed $227,528; Lynch Logistics, allegedly owed $176,487; and Lynco Inc., allegedly owed $9,862 filed an involuntary Chapter 7 petition (Bankr. D. Maine Case No. 14- 10756). The Petitioning Creditors are represented by Jeremy R. Fischer, Esq., at Drummond Woodsum. GREAT NORTHERN: Creditors Want Case Moved to Maine -------------------------------------------------- Darren Fishell, writing for The Bangor Daily News, reported that a group of Maine-based creditors has asked a Delaware court to move the bankruptcy case of Great Northern Paper Co. to Maine, where an attorney said 56 percent of the 1,159 creditors are located. According to the report, the Delaware trustee now handling the case plans to oppose that measure, arguing that he has administered bankruptcies from all over the country. Headquartered in Millinocket, Maine, Great Northern Paper, Inc., one of the largest producers of groundwood specialty papers in North America, filed for chapter 11 protection on January 9, 2003 (Bankr. Maine, Case No. 03-10048). Alex M. Rodolakis, Esq., and Harold B. Murphy, Esq., at Hanify & King, P.C., represented the Debtor. When the Company filed for chapter 11 protection, it listed debts and assets of more than $100 million each. In early 2003, Belgravia purchased substantially all of the Debtor's assets for approximately $75 million. The Maine Bankruptcy Court converted the Debtor's case to a chapter 7 liquidation proceeding on May 22, 2003. Gary M. Growe was the chapter 7 Trustee for the Debtor's estate. Jeffrey T. Piampiano, Esq., at Drummond Woodsum & MacMahon represented the chapter 7 Trustee. GNP Maine Holdings LLC, dba Great Northern Paper Company, filed a voluntary petition for Chapter 7 bankruptcy on Sept. 22 (Bankr. D. Del. Case No. 14-12179) in Wilmington, Delaware. The next day, three of Great Northern's trade creditors filed an involuntary Chapter 7 petition (Bankr. D. Maine Case No. 14-10756). GT ADVANCED: Apple Partner Enters Chapter 11 Protection ------------------------------------------------------- Joseph Checkler and Matt Jarzemsky, writing for Daily Bankruptcy Review, reported that GT Advanced Technologies Inc. filed for Chapter 11 bankruptcy protection, less than a month after Apple Inc. indicated it wasn't using sapphire screens on its latest iPhones. According to the DBR report, following the news, shares of GT Advanced plummeted 93% on Oct. 6 to close at 80 cents. GT said in a press release that "as of September 29, 2014 it had approximately $85 million of cash. In addition, it is now seeking debtor-in-possession financing, which, once obtained, would provide the company with an immediate source of additional funds. These funding sources will enable GT to satisfy the customary obligations associated with the daily operation of its business, including the timely payment of employee wages and other obligations." GT Advanced Technologies Inc. is a diversified technology company producing advanced materials and innovative crystal growth equipment for the global consumer electronics, power electronics, solar and LED industries. Its technical innovations accelerate the use of advanced materials, enabling a new generation of products across this diversified set of global markets. HFAH CLEAR LAKE: Files for Ch 11, Seeks to Sell Apartment Complex ----------------------------------------------------------------- HFAH Clear Lake LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 14-318060) on Sept. 30, 2014, and sought the Bankruptcy Court's approval to hold an auction for its shuttered apartment complex on 11 acres at 719 Executive Center Drive, Brian Bandell, Senior Reporter at the South Florida Business Journal, reports. The Business Journal relates that Revenue Properties, the stalking horse bidder, has offered $4.23 million for the property and also agreed to lend $200,000 to the Debtor for its operating expenses in the meantime. According to the Business Journal, the apartment complex is delinquent on taxes and has accumulated $2.5 million in fines from the city. "HFAH as a corporate guarantor has since become insolvent and has no ability to secure the property from new claims for real estate taxes, municipal liens, fines and third party claims. In fact, the property has been declared a public nuisance by the City of West Palm Beach, Florida, but since no responsible party can take action to protect or improve the property, there is little prospect of it returning to productive us unless and until it can be sold," the Business Journal quoted the Debtor's manager, Daniel G. Hayes, as saying. HFAH purchased the property for $14.5 million in 2005 and planned to convert the 180 apartments to condos and building more amenities, the Business Journal says. Mr. Hayes, according to the report, Mr. Hayes stated that work on the property stalled after the developer failed to pre-sell the units because of the real estate crash. The report states that HFAH hired Marcus & Millichap to market the property. According to the Business Journal, Citron Investment Group filed a foreclosure lawsuit against HFAH in 2008 on behalf of the 243 loan investors, but that lawsuit was dismissed in 2011 after the plaintiff failed to show up at a mediation hearing. The project, according to the Business Journal, had received two mortgages for a combined $19.25 million through USA Commercial Mortgage Co., who sold fractional interests in those loans to 243 individuals, families and family trusts. Those parties are listed as creditors in the case, with debts ranging from $25,000 to $7 million, the report states. HFAH Clear Lake LLC is headquartered in Hawthorne, New York. HIGHWAY ENERGY: Foreclosure Sale Set for Oct. 10 ------------------------------------------------ Highwave Acquisition LLC, successor in interest to Perkins Special Opportunity Fund LP, as secured party, will sell the property of Highway Energy Inc., formerly known as Climax Global Energy Inc., in which Acquisition holds a security interest, at a public foreclosure sale to be held Oct. 10, 2014, between 1:00 p.m. and 2:00 p.m. local Dallas, Texas time. The sale will be held at the offices of Wright Ginsberg Brusllow PC. Michael T. Tarski, Esq., serves as agent of the Secured Party. He may be reached at: Michael T. Tarski, Esq. 14755 Preston Rd., Suite 600 Dallas, TX 75254 Tel: 972-419-4742 HOSTESS BRANDS: Old Co. to Pay $21M to Cyclist Hit by Bread Truck ----------------------------------------------------------------- Law360 reported that a New York bankruptcy judge approved a $21 million settlement between the former Hostess Brands Inc. and a German cyclist who was struck by one of the bankrupt baker's trucks in Virginia in 2011, suffering an extensive brain injury that caused him to need a permanent care facility. According to the report, counsel Michael Sprick, the German bicyclist who was hit by a Merita Breads truck while vacationing in Virginia, filed an unsecured claim for $50 million in May 2012 in the bankruptcy proceedings for Old Hostess. About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of the Chapter 11 filing. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). In the new Chapter 11 case, Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. The official committee of unsecured creditors selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. Hostess Brands in mid-November 2012 opted to pursue the orderly wind down of its business and sale of its assets after the Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a nationwide strike. The Debtor failed to reach an agreement with BCTGM on contract changes. Hostess Brands sold its businesses and most of the plants to five different buyers for an aggregate of $860 million. Hostess still has some plants, depots and other facilities the buyers didn't acquire. The bankruptcy estate has changed its name to Old HB Inc. HOUSTON REGIONAL: Proposes Retention Bonuses -------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Houston Regional Sports Network LP has asked permission from the bankruptcy court to pay its 141 workers about $1.6 million in bonuses to keep their workers from working until Nov. 15. According to the report, Houston Regional, whose reorganization plan proposes to lay off workers in mid-October, is also seeking permission to pay a month's health insurance for the workers. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. It has won approval to hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo, Esq., as counsel. It also hired Conway MacKenzie, Inc., as financial advisor. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. I-99 COMMERCE PARK: Case Summary & 2 Top Unsecured Creditors ------------------------------------------------------------ Debtor: I-99 Commerce Park, Limited Liability Co Attn: George M. Diemer, Manager 3000 Atrium Way, Ste 219 Mt. Laurel, NJ 08054-3911 Case No.: 14-30269 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 3, 2014 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Hon. Gloria M. Burns Debtor's Counsel: Ira Deiches, Esq. DEICHES & FERSCHMANN 25 Wilkins Ave. Haddonfield, NJ 08033 Tel: (856) 428-9696 Fax: (856) 795-6983 Email: ideiches@deicheslaw.com Total Assets: $7 million Total Liabilities: $3.55 million The petition was signed by George M. Diemer, managing member. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/njb14-30269.pdf IAMGOLD CORP: S&P Puts 'BB-' CCR on CreditWatch Negative -------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings on IAMGOLD Corp., including its 'BB-' long-term corporate credit rating on the company, on CreditWatch with negative implications, following IAMGOLD's announced plan to sell its wholly owned Niobec Inc. subsidiary, which owns and operates a niobium mine in Quebec. The company will receive US$500 million in cash, with an additional US$30 million when the rare earth element deposit adjacent to the niobium mine goes into commercial production. "The CreditWatch follows the company's announced intention to sell its Niobec niobium mine, which is a stable and meaningful contributor to IAMGOLD's operating results," said Standard & Poor's credit analyst Jarrett Bilous. "The CreditWatch reflects our uncertainty regarding the extent of the impact on IAMGOLD's financial and business risk profiles from the planned sale of its niobium business. We expect the sale will weaken the company's business risk profile notably from a reduction in operating diversity. In our view, the stability of IAMGOLD's niobium business helped to mitigate the company's high reliance on comparatively volatile gold market conditions. In addition, the loss of EBITDA and cash flow from Niobec will likely result in core credit measures that weaken beyond our threshold for the current rating -- with adjusted debt-to-EBITDA above 3x and funds from operations-to-debt below 30% -- in the absence of significant debt repayment. Finally, the CreditWatch on the senior unsecured notes rating reflects our uncertainty of the sale's impact on our recovery analysis, including the amount of debt outstanding, the estimated enterprise value of IAMGOLD excluding Niobec, and resulting recovery prospects for senior unsecured note holders," S&P said. S&P will resolve the CreditWatch following its review of the business and financial risk impact of this sale on IAMGOLD, which will include discussions with management. S&P's review will focus on the planned use of cash proceeds from the sale, which it expects will be directed toward investments in IAMGOLD's existing gold properties and potentially gold-focused acquisitions. S&P believes that a downgrade on the company is likely, and expects to complete its review within 90 days. IPAYMENT INC: S&P Lowers CCR to 'CC' on Distressed Exchange ----------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on New York City-based iPayment Inc. to 'CC' from 'CCC'. The outlook is negative. "At the same time, we lowered the issue-level ratings on the company's revolving credit facility and term loan to 'CCC-' from 'CCC+'. The recovery rating remains '2', indicating our expectation for substantial (70%-90%) recovery of principal in the event of payment default. We also lowered the issue-level ratings on the unsecured notes and the holding company PIK notes to 'C' from 'CC'. The recovery rating remains '6', indicating our expectation for negligible (0%-10%) recovery of principal in the event of a payment default," S&P noted. "The rating actions reflect the company's announcement that it plans to exchange its 10.25% senior notes due 2018 and its holding company PIK notes due 2018 into a combination of new senior secured notes bearing an annual interest rate of 8.5% maturing 2019 and common stock of the company," said Standard & Poor's credit analyst Jenny Chang. S&P would treat the exchange transaction, if completed, as tantamount to a default, based on S&P's criteria, since the investors will receive less value than the original promise of the securities. In addition to the proposed distressed exchange offers, the company is seeking an amendment to its existing credit facilities in order to permit the exchange offers and to obtain covenant relief. The outlook is negative. Upon successful completion of the exchange, S&P will lower the corporate credit rating to 'SD' and the affected issue-level ratings to 'D'. ITR CONCESSION: Confirmation Objections Due Oct. 14 --------------------------------------------------- The Bankruptcy Court will hold a hearing Oct. 28, 2014, at 11:00 a.m. prevailing Central Time, to consider confirmation of ITR Concession Company LLC's prepackaged plan of reorganization. The Court will also consider approval during the hearing the proposed solicitation procedures, the adequacy of the disclosure statement explaining the Plan, any objections to the Disclosure Statement and objections to the Plan. Objections are due no later than Oct. 14. The deadline to file complaints to determine dischargeability of debts is Nov. 24. About ITR Concession ITR Concession Co. operates a 157-mile, four- to six-lane toll road in Northern Indiana commonly referred to as the Indiana Toll Road. The toll road is a vital artery for interstate commerce, linking the City of Chicago and Lake Michigan to the interstate highway system, as well as markets, ports, and commercial and financial centers across the United States. The toll road opened in 1956 and is used by nearly 130,000 vehicles per day. ITR Concession and its affiliates filed for bankruptcy protection (Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21 with a plan to restructure some $6 billion in debt by selling its assets or reorganizing its business. The Debtors have tapped Marc Kieselstein, Esq., Chad J. Husnick, Esq., Jeffrey D. Pawlitz, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP as counsel; Moelis & Company LLC as investment banker; and Kurtzman Carson Consultants LLC, as claims and notice agent. As of the Petition Date, the Debtors have outstanding funded debt of $6.0 billion that is comprised of approximately $3.855 billion in principal amount of first-priority syndicated bank-debt obligations and approximately $2.15 billion in principal amount of pari passu first-lien interest rate hedging obligations. Counsel to the Committee of Secured Parties: Gerard Uzzi, Esq. Evan Fleck, Esq. Nicholas Kamphaus, Esq. MILBANK TWEED HADLEY & MCCLOY LLP 1 Chase Manhattan Plaza New York, NY 10005 Counsel to the Administrative Agent: Raniero D'Aversa, Esq. Douglas Mintz, Esq. ORRICK HERRINGTON & SUTCLIFFE LLP 51 West 52nd Street New York, NY 10019 Local counsel to the Administrative Agent: Craig Reimer, Esq. MAYER BROWN LLP 71 South Wacker Drive Chicago, IL 60606 Counsel to Cintra ITR LLC and Cintra Holdings US Corp: Matthew Kelsey, Esq. Alan Moskowitz, Esq. GIBSON DUNN & CRUTCHER LLP 200 Park Avenue New York, NY 10166 JEFFERSON COUNTY, AL: Sewer Rate Sched Could be Scrapped in Plan ---------------------------------------------------------------- U.S. District Judge Sharon Lovelace Blackburn in Birmingham, Alabama, dismissed an appeal from the order confirming the Chapter 9 debt-adjustment plan of Jefferson County, Alabama, saying the county cannot escape its $1.6 billion in claims over sewer rate hikes, various news sources reported. According to Law360, a group of 13 elected officials and residents of the county appealed its Chapter 9 bankruptcy plan, approved in November, arguing it infringed their constitutional rights by allowing the bankruptcy court to enforce sewer rate increases, instead of their elected commissioners. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the county cited the doctrine of "equitable mootness," which is often used to forestall appeals when a company's Chapter 11 reorganization plan has been approved by a bankruptcy judge and implemented. Judge Blackburn said equitable mootness isn't applicable in a Chapter 9 municipal bankruptcy, although "some parts of the confirmation order may be impossible to reverse," such as the validity of newly issued bonds, the Bloomberg report related. A successful appeal by ratepayers would permit her to void "allegedly unconstitutional terms of the confirmation order," such as the "bankruptcy court's authority to set rates for sewer service," she said, the Bloomberg report further related. The appeal is Bennett v. Jefferson County, Alabama, 14-cv-0213, U.S. District Court, Northern District of Alabama (Birmingham). About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. In June 2013, the county reached settlement with holders of 78 percent of the $3.1 billion in sewer debt at the core of the county's financial problems. The bondholders will be paid $1.84 billion through a refinancing, according to a term sheet. The settlement calls for JPMorgan Chase & Co., the owner of $1.22 billion in bonds, to make the largest concessions so other bondholder will recover more. On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt adjustment. Pursuant to the Plan, sewer bondholders will receive 65 percent in cash. If they elect to waive claims against JPMorgan and bond insurers, they receive 80 percent in cash. Bondholders supporting the plan already agreed to waive claims and receive the larger recovery. Existing sewer bonds will be canceled in exchange for payments under the plan. The county will fund plan distributions by selling new sewer bonds calculated to generate $1.96 billion to cover the $1.84 billion earmarked for existing sewer bondholders. JPMorgan has agreed to waive $842 million of the sewer debt and a $657 million swap debt, resulting in an 88 percent overall write off by JPMorgan. To finance the new sewer bonds, there will be 7.4 percent in rate increases for sewer customers in each of the first four years. In later years, rate increases will be 3.5 percent. On Aug. 7, 2013, the Court approved the disclosure statement explaining the Chapter 9 Plan of Adjustment for Jefferson County, Alabama. Jefferson County emerged from bankruptcy on Dec. 3 by implementing the municipal debt-adjustment plan that was approved on Nov. 22 when the U.S. bankruptcy judge in Birmingham signed a confirmation order. JT REMODELING: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: JT Remodeling & Contractor, Inc. 2H37 Parque Del Condado St. Barioa Park Caguas, PR 00725 Case No.: 14-08203 Chapter 11 Petition Date: October 3, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Enrique S. Lamoutte Inclan Debtor's Counsel: Diomedes M Lajara Radinson, Esq. LAJARA RADINSON & ALICEA, P.S.C. 1303 Americo Miranda Ave San Juan, PR 00921 Tel: 787-781-6767 Fax: 787-774-9324 Email: dlajara@lra-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Juan Francisco Torres Rivera, secretary. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. KID BRANDS: Asks for First Plan-Exclusivity Extension ----------------------------------------------------- Kid Brands Inc. is asking bankruptcy judge in Newark, New Jersey, to extend until Jan. 14, 2015, the time by which it has exclusive right to file a plan, and until March 16, 2015, the exclusive period to solicit acceptances of the plan. According to BankruptcyData, the Debtors said it is premature to file a plan at this juncture and they need time to complete an orderly liquidation of their businesses to ensure an efficient wind-down of their affairs that will maximize the value realized by their estates. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Kid Brands said sale of almost all assets of the Sassy unit is complete, and the divestiture of most of the assets of Kids Line, CoCaLo and LaJobi was finished in September. The company said an extension of so-called exclusivity will increase the likelihood of a greater distribution to creditors by aiding an orderly, efficient and cost-effective plan process, the report related. The Court scheduled an October 30, 2014 hearing to consider the motion. About Kid Brands Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer, importer, marketer, and distributor of infant and juvenile consumer products. Its operating subsidiaries consist of Kids Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc. Providing "everything but the baby" for a child's nursery, the company sells infant bedding and accessories under the Kids Line and CoCaLo brands; nursery furniture under the LaJobi brand; and baby care items under the Kokopax and Sassy brands. Citing their inability to raise capital due to contingent liabilities and operational issues, Kid Brands and six of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14-22582) on June 18, 2014. To preserve the value of their assets, the Debtors are pursuing a sale of the assets pursuant to section 363 of the Bankruptcy Code. As of April 30, 2014, the Debtors had $32.40 million in total assets and $109.1 million in total liabilities. As of the Petition Date, unsecured debts totaled $54 million. Judge Donald H. Steckroth oversees the cases. The Debtors have sought and obtained an order directing joint administration of their Chapter 11 cases. Lowenstein Sandler LLP serves as the Debtors' counsel. PricewaterhouseCoopers LLP is the Debtors' financial advisor. GRL Capital Advisors acts as the Debtors' restructuring advisors. GRL's Glenn Langberg served as the Debtors' chief restructuring officer. Mr. Langberg also oversaw the bankruptcy and sales of Big M Inc., operator of the Mandee and Annie Sez stores. Rust Consulting/Omni Bankruptcy is the Debtors' claims and noticing agent. Salus Capital Partners LLC and Sterling National Bank have committed to provide up to $49 million in DIP financing to the Debtors. KMC REAL ESTATE: Substantial Consummation Doesn't Moot Plan Appeal ------------------------------------------------------------------ The substantial consummation of a reorganization plan does not necessarily moot an appeal, District Judge Sarah Evans Barker in New Albany, Indiana, ruled Sept. 29 in rejecting the request of debtors KMC Real Estate Investors, LLC, and Kentuckiana Medical Center, LLC to dismiss the appeal by Abdul G. Buridi from the plan confirmation orders. According to Judge Barker, the Court must consider the circumstances of the case to determine whether "we can grant effective relief; specifically, whether we can fashion the prayed- for relief without unduly burdening third parties or unraveling the reorganization plans." Dr. Buridi contends that because he is seeking very narrow relief, to wit, an adjustment to the distribution of equity under the KMCREI Plan and modification of the injunction in the KMC Confirmation Order, the Court would be able to fashion an appropriate remedy responsive to his objections without, in the words of Judge Easterbrook, having to "unscramble an egg." Dr. Buridi contends that his appeal of the equity distribution, if successful, would disturb only funds that have not yet been distributed under the KMCREI Plan and would affect only parties in interest, no third parties. Dr. Buridi further maintains that the modification he seeks of the injunction would not be inequitable to any other Plan participants because the portion of the injunction he seeks to have deleted selectively protects only the equity holders of KMCREI, and thus, would have no effect on third parties. According to Judge Barker, the Debtors have failed to offset Dr. Buridi's description of his claims. They have not shown that overturning the reorganization plans would functionally impact anything beyond the re-allocation of money among insiders or parties in interest. KMCREI argues that any redistribution of its post-confirmation equity "inequitably decreases the value of the Exit Investor's investment and exposes creditors of both KMC and KMCREI to an increased risk of post-confirmation defaults." However, KMCREI does not explain why this is the case or provide any evidentiary support for its argument. In a similarly perfunctory fashion, KMC argues only that the presence and scope of the injunction was a material element of the Exit Investor's commitment to fund consummation of the KMC Plan, and thus, that any modification of the injunction could jeopardize the Exit Investor's continued commitment to rehabilitation of the hospital. "In the final analysis, it is not clear from the record before us that such eventualities are likely to occur and we cannot rely solely on Appellees' conclusory predictions or opinions in dismissing Dr. Buridi's claims. The relief sought by Dr. Buridi would not, by all appearances, threaten to undo transactions involving innocent third parties that have already occurred nor would it otherwise undermine the foundation of either reorganization plan. Accordingly, Appellees' motions to dismiss are denied," Judge Barker said. In June 2012, KMC and KMCREI first obtained confirmation of their respective plans of reorganization, but the original plans were never consummated. Both bankruptcy cases remained pending and upon commencement of the KMCREI bankruptcy, investors began to evaluate KMC and KMCREI as a packaged investment opportunity. During this time, KMC and KMCREI continued their efforts to solicit new investments to fund their reorganizations, but as a result of their inability to consummate their confirmed plans, KMS's post- petition debts continued to accrue through the hospital's normal business operations. Approximately one year later, in June 2013, an affiliate of RL BB Financial, LLC, agreed to finance the debtors' exit from Chapter 11 and new plans of reorganization were proposed. KMC's Third Amended Plan of Reorganization, among other cash outlays, called for the Exit Investor to provide funds necessary to satisfy nearly $6 million of post-petition administrative priority claims against KMC. KMCREI's Third Amended Plan of Reorganization provided for the restructuring of RLBB's $21 million secured loan and cash payment of $538,573.79 to Clark County, Indiana, to satisfy past due real estate taxes. On September 11, 2013, the Bankruptcy Court entered the Amended Order Confirming Third Amended Plan of Reorganization in the KMCREI bankruptcy. The next day, the Bankruptcy Court entered the Second Amended Order Confirming Third Amended Plan of Reorganization as Immaterially Modified in the KMC bankruptcy. Under the plans of reorganization, which were accepted by all classes of creditors entitled to vote, the two debtors were to be recapitalized, the hospital completed, the over $31 million secured debt paid in full, the $6 million administrative claims also paid in full, and unsecured creditors to receive a material dividend. Dr. Buridi and three other doctors with KI membership interests objected to these Plans based on their concern that certain distributions of equity set forth in the Plans to four particular doctors who provided services or referrals to the hospital operated by KMC were not compliant with federal healthcare laws applicable to doctor-owned hospitals. To address Dr. Buridi's concern, the Bankruptcy Court issued amended confirmation orders which required that implementation and consummation of the Plans comply with all applicable health care laws and regulations and directed that in the event that the Exit Investor determined that the proposed distributions to the particular doctors in question would violate applicable federal laws and regulations, those distributions would be modified or eliminated to the extent necessary to be in full compliance. Despite the addition of this provision intended to address his concerns, Dr. Buridi appealed the KMCREI Confirmation Order on September 25, 2013 as well as the KMC Confirmation Order on September 26, 2013, challenging the equity distribution to the four doctors referenced above as well as an injunction issued pursuant to the Plans protecting equity holders of KMCREI. He did not seek a stay of either Confirmation Order from the Bankruptcy Court or this Court and no supersedeas bond has been posted. Despite these appeals, KMC, KMCREI, and the Exit Investor waived the conditions to the Effective Date of the plans in accordance with the Confirmation Orders, and began making plan distributions on November 7, 2013. Between entry of the Confirmation Orders and November 7, 2013, the Exit Investor contributed funds that allowed KMC and KMCREI to perform the following obligations imposed by the Confirmation Orders: (1) make $1,505,896.01 in cash payments to holders of administrative claims against KMC; (2) issue promissory notes totally $13,243,191.00 to holders of secured claims and administrative claims against KMC; (3) pay $752,292.13 to Clark County, Indiana, to satisfy taxes owed by KMC and KMCREI; (4) pay $250,000.00 cash to holders of secured claims against KMC; (5) reserve $500,000.00 to satisfy the claims of holders of general unsecured claims against KMC; and (6) purchase over $100,000.00 of equipment for the hospital. The Exit Investor also provided nearly $1 million of additional capital into KMC to facilitate completion of the hospital. Since the reorganization began, KMC has entered into an emergency room contract with EmCare, a management agreement with Galichia Hospital Group, LLC, as well as approximately $2.6 million worth of contracts to complete and furnish an approved 12-bed telemetry unit. A new chief executive officer of the hospital has also been retained to manage reorganized KMC. A new management group identified in the KMC Plan, Galichia Hospital Group, LLC, has assumed management of KMC's property and business operations. Additionally, 100% of the equity in the reorganized KMC and KMCREI is now owned by the Exit Investor. A copy of Judge Barker's Sept. 29 Order is available at http://is.gd/HMoUkufrom Leagle.com. About KMC Real Estate Investors Clarksville, Indiana-based KMC Real Estate Investors LLC owns certain real property located in Clark County, Indiana, commonly known as 4601 Medical Plaza Way, Clarksville, Indiana. The Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 11-90930) on April 1, 2011. Gary Lynn Hostetler, Esq., and Courtney Elaine Chilcote, Esq., at Hostetler & Kowalik, P.C., in Indianapolis, Indiana, serve as the Debtor's bankruptcy counsel. The Debtor disclosed it has undetermined assets and $24.8 million in liabilities as of the Chapter 11 filing. Affiliate Kentuckiana Medical Center, LLC, previously sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 10-93039) on Sept. 9, 2010. KMC, an entity affiliated with KMCREI, was formed by Cardiovascular Hospitals of America, LLC and Kentuckiana Investors, LLC ("KI") to operate a for-profit, physician-owned acute care hospital located in Clarksville. LPATH INC: HBM Healthcare Has 19.9% Ownership as of Sept. 26 ------------------------------------------------------------ In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, HBM Healthcare Investments (Cayman) Ltd. disclosed that as of Sept. 26, 2014, it beneficially owned 4,110,338 shares of common stock of LPath, Inc., representing 19.999% of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/D40xBE About Lpath, Inc. San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $6.56 million in 2013, a net loss of $2.75 million in 2012 and a net loss of $3.11 million in 2011. As of June 30, 2014, the Company had $18.40 million in total assets, $5.26 million in total liabilities and $13.14 million in total stockholders' equity. MAJESTIC BUILDING: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------- Leesburg, Virginia-based Majestic Building Products Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 14- 13535) on Sept. 23, 2014. Nancy D. Greene, Esq., serves as its bankruptcy counsel. The Debtor disclosed between $500,001 to $1 million in assets and $500,001 to $1 million in liabilities. Its largest unsecured creditor is ClosetMaid, which is owed $34,963. MAR REALTY: Taps R. O'Neil as Broker for Barrio Arenas Property --------------------------------------------------------------- Mar Realty Inc. seeks authority from the Bankruptcy Court to hire Rogelio O'Neil as broker for its property located in Barrio Arenas, San Juan, Puerto Rico. The Debtor tells the Court that Mr. O'Neil has (1) marketed the Property in accordance with establishes practices; (2) assisted the Debtor in negotiations related to the sale of the property; and (3) advertised and offered the property at its own expense. The Debtor adds that Mr. O'Neil has obtained a final offer for the Barrio Arenas Property for the agreed amount of $1,475,000. The Debtor avers that it has filed a notice of sale of the Barrio Arenas Property. The notice provides that the agreed commission to be paid out of the proceeds of the sale is 3%. The The broker can be reached at: Rogelio O'Neill PO BOX 368083 San Juan, PR 00936 Tel No: (787) 635-5719 E-mail: crebpr@gmail.com roneill3287@hotmail.com About M.A.R. Realty M.A.R. Realty Corp. filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-09752) on Nov. 25, 2013. Edwin Ramos signed the petition as president. The Debtor disclosed $11.16 million in total assets and $10.14 million in total liabilities. Isabel M. Fullana, Esq., at Garcia Arregui & Fullana PSC, serves as the Debtor's counsel. Hon. Mildred Caban Flores presides over the case. MARIAH RE: Insurer Defeats $100-Mil. 'False' Storm Report Suit -------------------------------------------------------------- Law360 reported that a New York federal judge threw out a suit brought by liquidators of reinsurer Mariah Re Ltd. to reel back $100 million American Family Mutual Insurance Co. had paid to cover storm losses, saying the severe weather event terms of Mariah's contract with the insurer are unambiguous. According to the report, American Family and fellow defendants AIR Worldwide Corp. and ISO Services Inc. had asked U.S. District Judge Richard J. Sullivan to toss Mariah's lawsuit, which alleged that ISO improperly revised a report about a 2011 storm to state that metropolitan areas in Kansas were impacted, which in turn, allowed AIR to determine that Mariah effectively owed all its money to American Family. The case is Mariah Re Ltd. v. American Family Mutual Insurance Co. et al., case number 1:13-cv-04657, in the U.S. District Court for the Southern District of New York. Messrs. Geoffrey Varga and Jess Shakespeare of Kinetic Partners were appointed as liquidators of Mariah Re. They can be reached at: Geoffrey Varga Jess Shakespeare KINETIC PARTNERS (CAYMAN) LIMITED The Harbour Centre, 42 North Church Street P.O. Box 10387, Grand Cayman KY1-1004 Cayman Islands MARINA BIOTECH: Amends Second Quarterly Form 10-Q ------------------------------------------------- Marina Biotech, Inc., filed an amendment to its quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2014, as originally filed with the U.S. Securities and Exchange Commission on Aug. 19, 2014, solely to revise paragraph (a) of Item 4 of Part I of the Quarterly Report as it relates to the conclusions of the Company's principal executive officer and our principal financial officer regarding the effectiveness of our disclosure controls and procedures as of June 30, 2014. ITEM 4 - CONTROLS AND PROCEDURES "(a) Disclosure Controls and Procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our senior management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a- 15(e) and 15d-15(e) under the Exchange Act). Management identified material weaknesses in internal control over financial reporting as described under the heading "Management Report on Internal Control" contained in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the "2013 Form 10-K"), which have not been remediated, and therefore our principal executive officer and our principal financial officer concluded that, as of June 30, 2014, our disclosure controls and procedures were not effective. (b) Internal Control Over Financial Reporting. Management has reported to the Board of Directors and the Audit Committee thereof material weaknesses described under the heading "Management Report on Internal Control" contained in Item 9A of the 2013 Form 10-K. The material weaknesses discussed therein have not been remediated. There have been no changes in our internal control over financial reporting or in other factors during the fiscal quarter ended June 30, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, our current and historical financial condition, loss of substantially all personnel, and cessation of day-to-day operations, particularly during the period covered by the 2013 Form 10-K and during subsequent reporting periods, including the period covered by this report, have placed substantial pressure on our system of internal control over financial reporting. With the availability of funds, we intend to put in place a stronger internal control process by hiring individuals or consultants to establish increased oversight on our financial reporting. About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as the principal accountants for Marina Biotech, Inc., and Wolf & Company, P.C., had been engaged as replacement. In 2013, the Company incurred a net loss of $1.57 million on $2.11 million of license and other revenue, compared to a net loss of $9.54 million on $4.21 million of license and other revenue in 2012. The Company's balance sheet at June 30, 2014, $11.10 million in total assets, $14.43 million in total liabilities and a $3.32 million total stockholders' deficit. MASHANTUCKET (WESTERN): S&P Lowers ICR to 'SD' on Missed Payments ----------------------------------------------------------------- Standard & Poor's Ratings Services, on Oct. 3, 2014, said it lowered its issuer credit rating on Mashantucket, Conn.-based casino operator Mashantucket (Western) Pequot Tribe to 'SD' from 'CC.' At the same time, S&P affirmed its 'CCC-' issue-level ratings on the Tribe's senior secured credit facilities. "The downgrade reflects Mashantucket's inability to make full and timely interest payments to its junior debtholders on Sept. 30, 2014 because it received a blocking notice from senior lenders," said Standard & Poor's credit analyst Carissa Schreck. Because Mashantucket failed to comply with certain financial covenants under its senior credit facility at the June 30, 2014 test date, senior lenders exercised their rights to block interest payments to junior debtholders in order to preserve liquidity for themselves. Under the terms of the current agreements, Mashantucket is allowed to accrue or pay in kind junior payments until the blocking notice is waived by senior lenders. Although S&P continues to expect Mashantucket to remain current on the interest and principal payments on its senior credit facility, and although accruing and paying in kind junior debt service do not constitute events of default under Mashantucket's agreements, S&P considers the failure to make full and timely interest payments on all pieces of Mashantucket's capital structure to be a default under S&P's criteria. MCCLATCHY CO: Sells 25.6% Stake in Cars.Com to Gannett ------------------------------------------------------ The McClatchy Company said that it and the remaining partners in Classified Ventures, LLC (CV) completed the sale of their entire stakes in CV to Gannett Co., Inc. (Gannett) for a price that values CV at $2.5 billion. The definitive agreement to sell the ownership stakes was originally announced on Aug. 5, 2014. CV was a joint venture among McClatchy, Gannett, Tribune Media Company, Graham Holdings Company and A. H. Belo Corporation. McClatchy owned 25.6% of CV, the primary asset of which is the online car shopping website Cars.com. Gross proceeds to the selling partners were $1.8 billion. Proceeds to McClatchy, net of transaction costs, were $631.8 million. According to the sale agreement, $25.6 million of the net proceeds received by McClatchy are to be held in escrow until Oct. 1, 2015. Prior to the transaction closing CV distributed approximately $6.0 million to McClatchy related to cash accumulated from earnings of CV. After-tax proceeds are anticipated to be approximately $406 million. McClatchy expects to record a gain on the sale of its interest in CV in the fourth quarter of 2014 and anticipates paying transaction-related taxes in the first quarter of 2015. Effective Oct. 1, 2014, McClatchy, Tribune Publishing Company, The Washington Post and A. H. Belo entered into new, five-year affiliate agreements with Cars.com that allow each company to continue to sell Cars.com products and services exclusively in their local markets. The affiliate agreements increase the wholesale rate at which the affiliates purchase Cars.com products. McClatchy noted that under its bond indenture for its 2022 senior secured notes it is required to offer the after-tax proceeds from this transaction - to the extent that they are not reinvested within 365 days of the closing of the transaction - in an offering to repurchase those bonds at par. Moelis & Company acted as the financial advisor and Skadden, Arps, Slate, Meagher & Flom acted as legal advisor to the selling partners on the transaction. About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The Company reported net income of $18.80 million for the year ended Dec. 29, 2013, as compared with a net loss of $144,000 for the year ended Dec. 30, 2012. The Company's balance sheet at June 29, 2014, showed $2.68 billion in total assets, $2.36 billion in total liabilities and $318.93 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. As reported by the TCR on April 2, 2014, Standard & Poor's Ratings Services affirmed all ratings on U.S. newspaper company The McClatchy Co., including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflects S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MEMPHIS BELL: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------- Memphis Bell LLC filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 14-29916) on Sept. 24, 2014, claiming to have $1 million to $10 million in assets as well as in liabilities. Ryan Poe, staff writer at the Memphis Business Journal, relates that the Debtor's assets include the Oakshire Apartments at 1717 Crimson, which was assessed for tax purposes at almost $2 million. The Debtor bought the apartments in January 2012 for $2.3 million. According to its list of unsecured creditors, the Debtor owes Memphis almost $104,000 in back taxes, as well as more than $99,000 to Shelby County. Eugene G. Douglass, Esq., who has an office in Bartlett, Tennessee, serves as the Debtor's bankruptcy counsel. Memphis-based Memphis Bell LLC is managed by Victor Hugo Torres. MILLER AUTO: Committee Selects Kane Russell as Counsel ------------------------------------------------------ The Official Committee of Unsecured Creditor for the cases of Miller Auto Parts & Supply Company Inc. and its debtor-affiliates asks the Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the Northern District of Georgia for authority to retain Kane Russell Coleman & Logan as its counsel. The firm will: a) provide the Committee with legal advice concerning its duties, powers and rights in relation to the Debtors and the administration of these jointly administered cases; b) assist the Committee in the investigation of the acts, conduct, assets, and liabilities of the Debtors, and any other matters relevant to the case or to the formulation of a plan of reorganization; c) aid the Committee with the assistance of the Debtors in the formulation of a plan of reorganization, or if appropriate, to formulate the Committee's own plan of reorganization; d) take such actions as is necessary to preserve and protect the rights of all unsecured creditors of the Debtors; e) prepare on behalf of the Committee all necessary applications, pleadings, adversary proceedings, answers, reports, orders, responses, and other legal documents; f) conduct appropriate discovery and investigation into the Debtors' operations, valuation of assets, lending relationships, management, and causes of action; and g) perform all other legal services which may be necessary and in the best interest of the unsecured creditors of the Debtors' estates. The firm's professionals and their standard hourly rates: Professionals Hourly Rates ------------- ------------ Joseph M. Coleman, Esq. $535 Jason B. Binford, Esq. $375 John J. Kane, Esq. $295 Directors $350-$600 Associates $240-$385 Paralegals $125-$190 Information Data $125-$135 Professionals The Committee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph M. Coleman, Esq. Jason B. Binford, Esq. John J. Kane, Esq. KANE RUSSELL COLEMAN & LOGAN 3700 Elm St. Dallas, TX 75201 Tel: (214)-777-4200 Fax: (214)-777-4299 Email: jcoleman@krcl.com jbinford@krcl.com jkane@krcl.com About Miller Auto Parts Miller Auto Parts & Supply Company, Inc., and its affiliates are distributors of automotive parts and service equipment. The companies operate from the Johnson Industries Inc.'s headquarters in Atlanta, Georgia and have distribution operations in the southeast, northeast and on-line. The Southeastern distribution center is located in Norcross, Georgia and supports nine satellite centers across the state and supplies parts to key fleet customers across the country. Miller Auto Parts and its three subsidiaries sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The Debtors have sought joint administration under Lead Case No. 14- 68113. The cases are assigned to Judge Mary Grace Diehl. The Debtors have tapped Scroggins & Williamson as counsel and Logan & Co. as claims and noticing agent. MILLER AUTO: Wants to Hire Huron Transaction as Investment Banker ----------------------------------------------------------------- Miller Auto Parts & Supply Company Inc. and its debtor-affiliates ask the Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the Northern District of Georgia for permission to employ Huron Transaction Advisory as their investment banker. The firm will: a) assist the Debtors in negotiating with various stakeholders, including, but not limited to, their senior lender, other debt holders, and shareholders, in regard to the possible financial restructuring of existing claims and equity; b) maintain and update an offering memorandum prepared previously describing the Debtors, their historical performance and prospects, including existing contracts, marketing and sales, labor force and management, and anticipated financial results; c) assist the Debtors in continuing to develop and augment a list of suitable potential buyers previously generated who may be contacted on a discreet and confidential basis; d) coordinate the execution of confidentiality agreements for potential buyers wishing to review the offering memorandum; e) assist the Debtors in coordinating site visits for interested buyers and working with the management team to develop appropriate presentations for such visits; f) solicit and analyze competitive offers from potential buyers as authorized by the Debtors in each instance; g) advise and assist the Debtors in structuring the transaction and negotiate the transaction agreements; and h) assist the Debtors, their attorneys and accountants, as necessary, through closing on a best efforts basis. The Debtors say the firm will be paid in this manner: i. Initial Fee: An initial Fee equal to $100,000 was paid to Huron Consulting Services LLC prior to the Petition Date in connection with the pre-petition engagement, and this would be credited against any Sale Fees due under the upon execution of the Engagement Agreement. ii. Monthly Fees: Monthly fees of $20,000 per month payable on or before the last day of each month during the term of the engagement agreement beginning on Sept. 30, 2014. The total of all Monthly Fees will be credited against any Sale Fees payable to the firm. iii. Sale Fee: Upon the consummation of a Sale Transaction, the Debtors will pay the firm a fee at, and as a condition of, closing of such transaction, equal to 4% of the Transaction Value. iv. Expenses: The firm has agreed not to seek reimbursement of its expenses in connection with its engagement by the Debtors. David Bitterman, manager director of the firm, assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: David Bitterman HURON TRANSACTION ADVISORY LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 Tel: (212) 785-1900 Fax: (212) 785-1313 E-mail: dbitterman@huronconsultinggroup.com About Miller Auto Parts Miller Auto Parts & Supply Company, Inc., and its affiliates are distributors of automotive parts and service equipment. The companies operate from the Johnson Industries Inc.'s headquarters in Atlanta, Georgia and have distribution operations in the southeast, northeast and on-line. The Southeastern distribution center is located in Norcross, Georgia and supports nine satellite centers across the state and supplies parts to key fleet customers across the country. Miller Auto Parts and its three subsidiaries sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The Debtors have sought joint administration under Lead Case No. 14- 68113. The cases are assigned to Judge Mary Grace Diehl. The Debtors have tapped Scroggins & Williamson as counsel and Logan & Co. as claims and noticing agent. MILLER AUTO: Court Approves McNees Wallace as Special Counsel ------------------------------------------------------------- The Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Miller Auto Parts & Supply Company Inc. and its debtor-affiliates to employ McNees Wallace & Nurick LLC as their special counsel to continue to assist the Debtors with real estate issues as well as to assist with general corporate and tax related matters. The firm's attorneys will charge between $190 and $520 per hour and its legal assistants will bill between $135 and $225 per hour. The Debtors told the Court that the Firm received payments of $1,333 on Aug. 4, 2014, and $12,024 on Aug. 14, 2014, and $4,480 on Sept. 8, 2014. The payments were made for services rendered to the Debtors and were made in the ordinary course of business. Timothy R. Deckert, Esq., member of the firm, assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Timothy R. Deckert, Esq. MCNEES WALLACE & NURICK LLC 100 Pine St. #5 Harrisburg, PA 17101 Tel: 717-232-8000 Fax: 717-237-5300 Email: tdeckert@mwn.com About Miller Auto Parts Miller Auto Parts & Supply Company, Inc., and its affiliates are distributors of automotive parts and service equipment. The companies operate from the Johnson Industries Inc.'s headquarters in Atlanta, Georgia and have distribution operations in the southeast, northeast and on-line. The Southeastern distribution center is located in Norcross, Georgia and supports nine satellite centers across the state and supplies parts to key fleet customers across the country. Miller Auto Parts and its three subsidiaries sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The Debtors have sought joint administration under Lead Case No. 14- 68113. The cases are assigned to Judge Mary Grace Diehl. The Debtors have tapped Scroggins & Williamson as counsel and Logan & Co. as claims and noticing agent. NATROL INC: Bankrupt Vitamin Maker Aims for November Auction ------------------------------------------------------------ Law360 reported that nutritional supplement maker Natrol Inc. on Monday asked a Delaware bankruptcy judge to bless a slate of bid procedures establishing a timetable for a Section 363 sale, including a November auction of the company's assets. According to the report, the proposed sale procedures represent one prong of Natrol's ?dual track? restructuring strategy, and would give the Los Angeles-based outfit until the end of October to select a stalking horse bidder for a planned Nov. 10 auction. About Natrol, Inc. Headquartered in Chatsworth, Calif., Natrol, Inc. -- http://www.natrol.com-- is a wholly owned subsidiary of Plethico Pharmaceuticals Limited. Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO) engages in the manufacturing, marketing and distribution of pharmaceutical and allied healthcare products around the world. Natrol products are made in the U.S. Established in 1980, Natrol, Inc. has been a global leader in the nutrition industry, and a trusted manufacturer and marketer of a superior quality of herbs and botanicals, multivitamins, specialty and sports nutrition supplements made to support health and wellness throughout all ages and stages of life. Natrol products are available in health food stores, drug and grocery stores, and mass-market retailers, and through Natrol.com and other online retailers. Natrol distributes products nationally through more than 54,000 retailers as well as internationally in over 40 other countries through distribution partners. Natrol, Inc., and its six affiliates sought bankruptcy protection on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtors are represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq., at GIBSON, DUNN & CRUTCHER LLP, in Los Angeles, California; and Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J. Bambrick, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in Wilmington, Delaware. The Debtors' Claims and Noticing Agent is EPIQ SYSTEMS INC. The Debtors requested that the Court approve the employment of (i) Jeffrey C. Perea of the firm Conway MacKenzie Management Services, LLC as chief financial officer and for CMS to provide temporary employees to assist Mr. Perea in carrying out his duties; (ii) Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda & Williamson LLP as chief restructuring officer and for CMS to provide temporary employees to assist Mr. Milner in carrying out his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as tax services provider. The U.S. Trustee for Region 3 on June 19 appointed five creditors of Natrol, Inc. to serve on the official committee of unsecured creditors. The Committee tapped to retain Otterbourg P.C. as lead counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii) CMAG as financial advisors. The Debtors reported total assets of $83,932,462 and total liabilities of $87,174,387. NATROL INC: Plans to Sell Assets or Refinance Debt -------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Natrol Inc. asked U.S. Bankruptcy Judge Brendan Linehan Shannon in Wilmington, Del., to approve procedures governing the sale of its assets despite not having a buyer in contract to purchase the company. According to the report, the sale is in line with the settlement entered between Natrol's secured lender, Cerberus Business Finance LLC, and the Official Committee of Unsecured Creditors, which requires Natrol to sell its assets or refinance the more than $68.8 million Cerberus debt. The report related that under the proposed schedule, anyone wishing to be the so-called stalking horse will have until Oct. 30 to comply with specified requirements, while competing bids are due Nov. 6 for a Nov. 10 auction and Nov. 12 sale-approval hearing. The sale must be completed by Dec. 15, the report added. About Natrol, Inc. Headquartered in Chatsworth, Calif., Natrol, Inc. -- http://www.natrol.com-- is a wholly owned subsidiary of Plethico Pharmaceuticals Limited. Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO) engages in the manufacturing, marketing and distribution of pharmaceutical and allied healthcare products around the world. Natrol products are made in the U.S. Established in 1980, Natrol, Inc. has been a global leader in the nutrition industry, and a trusted manufacturer and marketer of a superior quality of herbs and botanicals, multivitamins, specialty and sports nutrition supplements made to support health and wellness throughout all ages and stages of life. Natrol products are available in health food stores, drug and grocery stores, and mass-market retailers, and through Natrol.com and other online retailers. Natrol distributes products nationally through more than 54,000 retailers as well as internationally in over 40 other countries through distribution partners. Natrol, Inc., and its six affiliates sought bankruptcy protection on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtors are represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq., at GIBSON, DUNN & CRUTCHER LLP, in Los Angeles, California; and Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J. Bambrick, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in Wilmington, Delaware. The Debtors' Claims and Noticing Agent is EPIQ SYSTEMS INC. The Debtors requested that the Court approve the employment of (i) Jeffrey C. Perea of the firm Conway MacKenzie Management Services, LLC as chief financial officer and for CMS to provide temporary employees to assist Mr. Perea in carrying out his duties; (ii) Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda & Williamson LLP as chief restructuring officer and for CMS to provide temporary employees to assist Mr. Milner in carrying out his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as tax services provider. The U.S. Trustee for Region 3 on June 19 appointed five creditors of Natrol, Inc. to serve on the official committee of unsecured creditors. The Committee tapped to retain Otterbourg P.C. as lead counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii) CMAG as financial advisors. NE OPCO: Seeks Extension of Exclusive Periods Until 2015 -------------------------------------------------------- NE Opco, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive period to file a Chapter 11 plan to Jan. 5, 2015, and their exclusive period to solicit acceptances of that plan to March 2, 2015. The Debtors said they need the additional time to complete the evaluation of their financial standing and the proofs of claim filed to determine the appropriate steps for brining closure to their Chapter 11 cases, through either a plan or otherwise. A hearing on the extension request is scheduled for Nov. 18, 2014, at 3:00 p.m. (EST). Objections are due Oct. 20. About NE OPCO, Inc. National Envelope is the largest privately-held manufacturer of envelopes in North America. Headquartered in Frisco, Texas, National Envelope has eight plants and 15 percent of the envelope market. Revenue of $427 million in 2012 resulted in a $60.1 million net loss, continuing an unbroken string of losses since 2007. NE OPCO, Inc., doing business as National Envelope, along with affiliate NEV Credit Holdings, Inc., filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-11483) on June 10, 2013. The company disclosed liabilities including $148.4 million in secured debt, with $37.5 million owing on a revolving credit and $15.6 million on a secured term loan. There is a $55.7 million second-lien debt 82 percent held by a Gores Group LLC affiliate. National Envelope, then known as NEC Holdings Corp., first sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on June 10, 2010. The business was bought by Gores Group LLC for $208 million in a bankruptcy sale. National Envelope, through NE OPCO, has returned to bankruptcy to pursue a plan of reorganization or sell the assets as a going concern via 11 U.S.C. Sec. 363. The Debtor plans to facilitate a sale of the business with publicly traded competitor Cenveo Inc. In the 2013 case, the company tapped the law firm Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP as financial adviser, and Epiq Bankruptcy Solutions as claims and notice agent. The Gores Group is represented by Weil, Gotshal and Manges LLP and Lowenstein Landler LLP. Salus Capital Partners, the DIP agent, is represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht & Tunnell LLP. Wells Fargo Capital Finance, LLC, the prepetition senior agent, is represented by Goldberg Kohn Ltd and DLA Piper. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq., Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J. Keane, Esq. Guggenheim Securities, LLC, serves as its investment banker and financial advisor. National Envelope won court approval on July 19, 2013, for a global settlement permitting a sale of the company without objection from the official unsecured creditors' committee. The settlement ensures some recovery for unsecured creditors. The Company also won final approval for $67.5 million in bankruptcy financing being supplied by Salus Capital Partners LLC. Judge Christopher Sontchi authorized three buyers to acquire National Envelope's business for a total of about $70 million. Connecticut-based printer Cenveo Inc. acquired National Envelope's operating assets for $25 million, Hilco Receivables LLC picked up accounts receivable for $25 million and Southern Paper LLC took on its inventory for $15 million. NUVILEX INC: CFO & Other Officers and Directors Resign ------------------------------------------------------ Patricia Gruden resigned from her positions as chief financial officer, treasurer, secretary, member of the Board and Chairman of the Board of Nuvilex, Inc., effective as of Oct. 1, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. In connection with her departure, the Company entered into the Gruden Consulting Agreement with Mrs. Gruden pursuant to which she agreed to provide the Company with consulting services and agreed to certain customary restrictive covenants, including non- competition and confidentiality. Ms. Gruden will receive cash compensation of $10,000 per month. The Gruden Consulting Agreement may be terminated by the Company upon 30 days' notice, and otherwise expires on Sept. 30, 2016. The Company also entered into the Gruden Option Agreement with Mrs. Gruden pursuant to which the Company granted Ms. Gruden an option to purchase up to 10,000,000 shares of the Company's common stock, par value $0.0001, at an exercise price of $0.19 per share. The Gruden Option Agreement terminates and the option is forfeited if the Company terminates the Gruden Consulting Agreement for Cause, if Mrs. Gruden breaches any of the restrictive covenants under the Gruden Consulting Agreement or if Mrs. Gruden fails to provide the consulting services required by the Gruden Consulting Agreement. Robert Bowker Robert Bowker resigned from his position as a member of the board of directors of the Company effective as of Oct. 1, 2014. Timothy Matula Effective as of Oct. 1, 2014, Timothy Matula resigned from his position as president of Medical Marijuana Sciences, Inc., a subsidiary of the Company, and as a director of the Company. In connection with his departure, the Company entered into the Matula Consulting Agreement with Mr. Matula pursuant to which he agreed to provide the Company with consulting services and agreed to certain customary restrictive covenants, including non- competition and confidentiality. Mr. Matula will receive cash compensation of $10,000 per month. The Matula Consulting Agreement may be terminated by the Company upon 30 days' notice and expires on Sept. 30, 2016. The Company also entered into the Matula Option Agreement with Mr. Matula pursuant to which the Company granted Mr. Matula an option to purchase up to 10,000,000 shares of Common Stock at an exercise price of $0.19 per share. The Matula Option Agreement terminates and the option is forfeited if the Company terminates the Matula Consulting Agreement for Cause, if Mr. Matula breaches any of the restrictive covenants under the Matula Consulting Agreement or if Mr. Matula fails to provide the consulting services required by the Matula Consulting Agreement. Richard M. Goldfarb On Sept. 30, 2014, Richard M. Goldfarb resigned from his position as a member of the Board of the Company to be effective at a time to be determined by the chief executive officer of the Company. In connection with his anticipated departure, the Company entered into the Goldfarb Consulting Agreement with Mr. Goldfarb pursuant to which he agreed to provide the Company with consulting services and agreed to certain customary restrictive covenants, including non-competition and confidentiality. The compensation Mr. Goldfarb will receive under the Goldfarb Consulting Agreement is the option granted pursuant to the Goldfarb Option Agreement. The Goldfarb Consulting Agreement may be terminated by the Company upon 30 days' notice and expires on Sept. 30, 2015. The Company also entered into the Goldfarb Option Agreement with Mr. Goldfarb pursuant to which the Company granted Mr. Goldfarb an option to purchase up to 5,000,000 shares of Common Stock at an exercise price of $0.19 per share. The Goldfarb Option Agreement terminates and the option is forfeited if the Company terminates the Goldfarb Consulting Agreement for Cause, if Mr. Goldfarb breaches any of the restrictive covenants under the Goldfarb Consulting Agreement or if Mr. Goldfarb fails to provide the consulting services required by the Goldfarb Consulting Agreement. Amendments to Bylaws On Oct. 1, 2014, the Board adopted Amendment No. Two to the Bylaws of Nuvilex, Inc. The Amendment revises the notice requirements for a director to call a special meeting of the Board and provides that the Company can accept contracts for services to be performed as consideration for issuances of Common Stock. 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. PROVIDENCE SERVICE: Moody's Assigns B1 Corp. Family Rating ---------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating ("CFR") and B1-PD Probability of Default Rating to The Providence Service Corporation ("PRSC"), a publicly-traded, Tucson-based social services provider. Moody's also assigned a B3 rating to PRSC's proposed $200 million senior unsecured notes. PRSC plans to use proceeds from the notes, revolver borrowings, and an expanded term loan to help fund the $400 million acquisition of Matrix Medical Network ("Matrix"), a provider of health risk assessments. Moody's also assigned PRSC an SGL-2 Speculative Grade Liquidity rating. The rating outlook is stable. Moody's assigned the following ratings to The Providence Service Corporation: Corporate Family Rating - B1 Probability of Default Rating - B1-PD Senior Unsecured Regular Bond/Debenture - B3, LGD5 Speculative Grade Liquidity Rating - SGL-2 Outlook is Stable Summary Rating Rationale PRSC's B1 CFR reflects the company's good scale, business, geographic, and customer diversity, and improved profitability that will result from combining 2014's Ingeus and Matrix acquisitions with the company's existing operations. Moody's expects PRSC to generate meaningfully positive cash flow despite high leverage of about 4.8x Moody's-adjusted debt-to-EBITDA. These factors help offset uncertainties posed by the variability of budgetary policies of state and federal institutions, which constitute the vast majority of PRSC's customer base. The company benefits from leading positions in its human services mission, which is realized through four rather disparate businesses serving non-emergency medical transportation, social services counseling, welfare-to-work programs, and healthcare risk assessments. Within the first two of those services (the company's core, legacy business), PRSC has enjoyed long-term payer relationships, high contract renewal rates and, more recently, robust new contract wins. Welfare-to-work and health risk assessment services are added through the early- and late-2014 acquisitions of Ingeus and Matrix, respectively. Both businesses generate meaningfully higher profitability than PRSC's legacy businesses, which have had a mid- single-digit EBITDA margin. The consolidated company has good liquidity and strong free cash flows -- in the high single digits as a percentage of total debt. The ratings benefit from Moody's expectations for continued organic growth, increases to Medicaid enrollment levels due to favorable demographics, the realization of revenues and cash flows from new contract wins across the U.S. in late 2013 and into the first half of 2014, and higher profitability resulting from the recent acquisitions. Conversely, the rating reflects PRSC's modest operating margins and high payer concentration. There is, moreover, the persistent risk that state and federal government payers will cut Medicaid and other healthcare-service cuts and that such cuts could negatively impact PRSC's performance over the near term. The ratings also take into account event risks given the company's penchant for debt-financed acquisitions. PRSC's SGL-2 liquidity rating reflects the company's track record of generating good free cash flows and building healthy cash balances. Moody's expect the company, although operating under higher leverage as a result of the Matrix purchase, will be able to generate annual free cash flows averaging better than $50 million over the intermediate term. The stable rating outlook reflects Moody's expectations that PRSC will integrate the Ingeus and Matrix acquisitions successfully, and that the company will generate modest revenue growth and strong cash flows, and maintain debt-to-EBITDA leverage in a mid- 4x range as it pursues acquisitions. The ratings could be upgraded if continued top-line and profit growth and a commitment to conservative fiscal posture lead to sustained debt-to-EBITDA leverage below 3.5x. The ratings may be downgraded if the company's operating performance and profitability fall substantially, such that free- cash-flow-to-debt and debt-to-EBITDA weaken to the low-single- digit percentages and above 5.5x, respectively. PRSC's ratings could also be downgraded if liquidity deteriorates. Business Profile Providence Service Corporation (PRSC), headquartered in Tucson, Arizona, provides home- and community-based social services, health risk assessments, and non-emergency transportation (NET) services management to government-sponsored clients under programs such as welfare, juvenile justice, Medicaid, and corrections. A publicly traded company, PRSC does not own or operate beds, treatment facilities, hospitals or group homes, preferring to provide services in the client's own home or other community setting. Pro-forma for two large acquisitions pursued in 2014, PRSC's Moody's-anticipated revenues are $1.7 billion, a roughly 51% increase over 2013. The principal methodology used in this rating was Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. PVA APARTMENTS: Seeks Continuance of Automatic Stay --------------------------------------------------- PVA Apartments LLC asks the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, to issue an order continuing the automatic stay under Section 362(a) of the Bankruptcy Code as to all creditors for the duration of the Chapter 11 proceeding or until the time the stay is terminated. Alternatively, the Debtor asks the Court to issue an order confirming that the automatic stay will terminate under Section 362(c)(3) only as to already pending actions taken against the Debtor or property of the estate in the previous bankruptcy case. Under Section 362(c)(3), if a single or joint case of the debtor was pending within the preceding 1-year period but was dismissed, the stay under subsection (a) will terminate with respect to the debtor on the 30th day after the filing of the later case. The Debtor says it previously filed a Chapter 11 petition, which was dismissed on Oct. 29, 2013, for failure to file the balance of schedules of assets and liabilities on or before the date set by the Court. Sydney Jay Hall, Esq., at Law Office of Sydney Jay Hall, in Burlinggame, California, asserts that on the motion of a party in interest for continuation of the automatic stay and upon notice and a hearing, the court may extend the stay in particular cases as to any or all creditors after notice and a hearing completed before the expiration of the 30-day period only if the party in interest demonstrates that the filing of the later case is in good faith as to the creditors to be stayed. Mr. Hall says the present case was filed in good faith, even though the prior case was dismissed because the Debtor?s attorney sought to obtain a forbearance agreement which creditors negotiated and ultimately could not resolve through Debtor?s previous bankruptcy counsel. PVA Apartments LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 14-43966) in Oakland on Sept. 29, 2014, without stating a reason. The Oakland-based debtor estimated $10 million to $50 million in assets and less than $10 million in debt. The Debtor has tapped the Law Offices of Sydney Jay Hall, in Burlingame, California, as counsel. The case is assigned to Judge Roger L. Efremsky. According to the docket, the meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for Oct. 27, 2104. The deadline for filing claims against the Debtor is Jan. 26, 2015. No documents other than the bankruptcy petition were filed by the Debtor on the Petition Date. QUICKSILVER RESOURCES: S&P Lowers CCR to 'CCC-'; Outlook Neg. ------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Quicksilver Resources Inc. to 'CCC-' from 'CCC+'. The outlook is negative. At the same time, S&P lowered the issue-level rating on the company's secured debt to 'CCC-' from 'CCC+'. The recovery rating on this debt is '4', indicating S&P's expectation for average (30% to 50%) recovery to creditors if a payment default occurs. S&P also lowered the issue-level rating on Quicksilver's unsecured and subordinated debt to 'C' from 'CCC-'. The recovery rating on this debt is '6', indicating S&P's expectation for negligible (0% to 10%) recovery to creditors if a payment default occurs. "The downgrade reflects our view that Quicksilver could undertake a distressed exchange for its $350 million subordinated notes due 2016 within the next six months," said Standard & Poor's credit analyst Carin Dehne-Kiley. Currently, if more than $100 million of the subordinated debt remains outstanding on Oct. 1, 2015, any amounts outstanding on Quicksilver's first-lien credit facilities come due on Oct. 1, 2015, and the company's second lien debt would become due on Jan. 1, 2016. As of June 30, 2014, Quicksilver had $35 million outstanding on its combined credit facilities (with a borrowing base of $325 million), and $825 million of second-lien debt. Quicksilver recently hired a strategic alternatives officer to assist the company in exploring, evaluating, and implementing strategic and tactical initiatives. S&P believes the company will take whatever steps it can to address the subordinated debt, including a potential distressed exchange. S&P considers an exchange offer as distressed, or tantamount to default, if (1) the offer, in S&P's view, implies the investor will receive less value than the promise of the original securities and (2) the offer, in S&P's view, is distressed rather than purely opportunistic. Per S&P's criteria, it would value an offer at less than the original promise if the amount offered is less than the original par amount, the interest rate is lower than the original yield, or if the new securities' maturities extend beyond the original, among other factors, without offsetting compensation. S&P's ratings on Quicksilver incorporate its assessment of the company's "vulnerable" business risk and "highly leveraged" financial risk and the application of S&P's 'CCC' criteria in light of what it views as the company's unsustainable leverage and "weak" liquidity. The negative outlook reflects the possibility that Quicksilver could undertake a distressed exchange over the next six months, absent a potential strategic transaction or capital infusion. S&P could lower the rating if Quicksilver announced its intention to undertake a distressed exchange, or if it believed a default was inevitable. S&P could raise the rating if Quicksilver were able to extend its first- and second-lien debt maturities, which would most likely occur if the company were able to successfully complete a strategic transaction and pay down or restructure its subordinated debt. REMGRIT REALTY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Remgrit Realty, Inc. 323 North Avenue Bridgeport, CT 06606 Case No.: 14-51542 Chapter 11 Petition Date: October 3, 2014 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Hon. Alan H.W. Shiff Debtor's Counsel: Matthew K. Beatman, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: (203) 368-4234 Email: MBeatman@zeislaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $10 million to $50 million The petition was signed by Salvatore DiNardo, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb14-51542.pdf RESTORGENEX CORP: Signs Indemnification Pacts with D&Os ------------------------------------------------------- RestorGenex Corporation entered into an indemnification agreement with each of its directors and officers pursuant to which the Company agreed to indemnify its directors and officers against expenses, judgments, penalties, fines, settlements and other amounts actually and reasonably incurred, including expenses of a derivative action, in connection with an actual or threatened proceeding if any of them may be made a party because he or she is or was a directors or officer of the Company, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company will be obligated to pay these amounts only if the director or officer acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company. With respect to any criminal proceeding, the Company will be obligated to pay these amounts only if the director or officer had no reasonable cause to believe his or her conduct was unlawful. The Indemnification Agreements also set forth procedures that will apply in the event of a claim for indemnification. Meanwhile, at a meeting held on Oct. 1, 2014, the Board of Directors of the Company adopted Amended and Restated Bylaws of the Company, to be effective immediately upon their adoption by the Board. Upon their effectiveness, the Amended and Restated Bylaws replace and supersede in their entirety the then existing Bylaws of the Company. A copy of the Amended and Restated Bylaw is available for free at: http://is.gd/yok3jF About RestorGenex RestorGenex Corporation operates as a biopharmaceutical company. It focuses on dermatology, ocular disease, and women's health areas. The company was formerly known as Stratus Media Group, Inc., and changed its name to RestorGenex Corporation in March 2014. RestorGenex Corporation is based in Los Angeles, California. Restorgenex reported a net loss of $2.45 million in 2013 following a net loss of $6.85 million in 2012. As of June 30, 2014, the Company had $54.52 million in total assets, $9.23 million in total liabilities and $45.29 million in total stockholders' equity. Goldman Kurland and Mohidin LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that RestorGenex Corporation has suffered recurring losses and has negative cash flow from operations. These conditions raise substantial doubt as to the ability of RestorGenex Corporation to continue as a going concern. REVEL AC: Consumer Privacy Ombudsman Replaced --------------------------------------------- BankruptcyData reported that Roberta A. DeAngelis, the U.S. Trustee assigned to the Revel AC case, replaced Luis Salazar, Esq., as consumer privacy ombudsman for Revel, with Bonnie Glantz Fatell. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13- 16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. REVEL AC: Florida Developer Moves to Block Sale ----------------------------------------------- Tom Corrigan, writing for Daily Bankruptcy Review, reported that Florida-based real-estate developer Glenn Straub has filed court papers objecting to the results of the auction of Atlantic City, N.J.'s Revel Casino Hotel, and is requesting a "new, open and transparent" auction directed by an independent trustee. According to the report, in his objection, Mr. Straub and his investment vehicle, Polo North Country Club Inc., accused Revel of failing to disclose information about competing bids, conducting much of the auction behind closed doors and making "on the fly alterations to deadlines and procedures to assure a successful bid other than Polo." As previously reported by The Troubled Company Reporter, citing The Wall Street Journal, reported that Brookfield Property Partners has won the auction for the Revel Casino Hotel with a bid of $100 million in cash. Mr. Straub was the stalking horse bidder with a $94 million bid. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13- 16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. RUE 21 INC: S&P Retains 'B-' Corp. Credit Rating; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its anchor score on Rue 21 Inc. to 'b-' from 'b'. S&P chose the lower of the b/b- anchor score based on the company's "weak" business risk profile and "highly leveraged" financial risk profile, including its weaker credit metrics compared with peers. S&P also revised the comparable rating analysis modifier to neutral from negative. S&P's ratings on Rue 21, including the 'B-' corporate credit rating, are unchanged. The outlook is stable. The stable outlook reflects S&P's view that Rue 21's liquidity will remain "adequate" over the next year. S&P believes that the company's operating performance will moderately improve in the next few quarters with tighter inventory control and better merchandising. The outlook also incorporates S&P's view that credit metrics will improve modestly over the next 12 months from current levels, including debt to EBITDA in low 6x at the end of fiscal 2014. S&P could lower the rating if merchandise missteps or weak demand erode margins meaningfully from current levels. Under this scenario, total revenues would be down in the mid-single digits and margins would be about 250 basis points (bps) below S&P's forecast. The company's free operating cash flow would be moderately negative and it would borrow under its revolving credit facility to cover these shortfalls. This could cause S&P to change its assessment of the company's liquidity profile to "less than adequate". Although unlikely in the next year, S&P could raise the rating if the company is able to realize a meaningful increase in same-store sales, strengthen its merchandising (which would reduce promotional activity), and manage its meaningful new store growth. Under this scenario, same-store sales would increase in the mid- single digits with margins about 200 bps ahead of S&P's forecast. At that time, leverage would be in the low to mid-5.0x area. SALIX PHARMA: Cosmo Merger Termination No Impact on Moody's CFR --------------------------------------------------------------- Moody's Investors Service commented that the termination of the merger agreement between Salix Pharmaceuticals, Ltd. and Cosmo Technologies Limited eliminates a credit positive benefit for Salix. There is no impact on Salix's ratings including the B1 Corporate Family Rating, or the stable rating outlook. Salix Pharmaceuticals, Ltd. is a specialty pharmaceutical company operating in the US gastroenterology area. Through the recent acquisition of Santarus Pharmaceuticals, Inc., Salix became the largest specialty company operating in this market. For the 12 months ended June 30, 2014, Salix reported net product revenue of approximately $1.3 billion including Santarus revenues from the January 2, 2014 acquisition date. The principal methodology used in this rating was the Global Pharmaceutical Industry published in December 2012. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. SEARS HOLDINGS: Fairholme Reports 23.1% Stake as of Sept. 30 ------------------------------------------------------------ In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Fairholme Capital Management, L.L.C., and its affiliates disclosed that as of Sept. 30, 2014, they beneficially owned 24,642,473 shares of common stock of Sears Holdings Corporation representing 23.1 percent of the shares outstanding. Fairholme Funds, Inc., may be deemed to be the beneficial owner of 15,093,573 Shares (14.2%) of the Company, based upon the 106,472,251 Shares outstanding as of Aug. 15, 2014, according to the Company. Bruce R. Berkowitz may be deemed to be the beneficial owner of 25,555,473 Shares (24.0%) of the Company. The Reporting Persons previously disclosed that they and certain of their affiliates were in discussions concerning a participation in the $400 million secured short-term loan disclosed on the 8-K filed by the Sears Holdings on Sept. 15, 2014. On Sept. 30, 2014, The Fairholme Partnership, LP, a private fund affiliated with the Reporting Persons, purchased a 6.25% participation interest in the Short-Term Loan from entities affiliated with ESL Investments, Inc. pursuant to that certain Amended and Restated Participation Agreement, dated Sept. 30, 2014, by and among PYOF 2014 Loans, LLC, the Partnership and affiliates of the ESL Investments, Inc. A copy of the regulatory filing is available at: http://is.gd/V8Aeox 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: ESL Partners to Exercise Subscription Rights ------------------------------------------------------------ ESL Partners, L.P., and its affiliates disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that they intend to exercise their respective pro rata portion of the subscription rights in full as soon as practicable. On Oct. 2, 2014, Sears Holdings announced that its board of directors approved a subscription rights offering of up to 40,000,000 common shares of Sears Canada, Inc. The subscription rights will be distributed to all stockholders of Sears Holdings, and every stockholder will have the right to participate on the same terms in accordance with its pro rata ownership of the Company's common stock. The Company is advised on the transaction by Wachtell, Lipton, Rosen & Katz and Osler, Hoskin & Harcourt. ESL Partners, L.P., disclosed that as of Oct. 2, 2014, it beneficially owned 47,218,736 common shares of Sears Holdings representing 44.3 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/peKqmb 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. SCIENTIFIC GAMES: Andrew Tomback Quits as SVP & General Counsel --------------------------------------------------------------- Andrew E. Tomback resigned as senior vice president and general counsel of Scientific Games Corporation on Sept. 30, 2014, to pursue other professional opportunities, according to a regulatory filing with the U.S. Securities and Exchange Commission. In connection with Mr. Tomback's resignation, the Company and Mr. Tomback entered into an agreement and general release dated Sept. 30, 2014, that provides for, among other things, a lump sum payment to Mr. Tomback in an amount equal to $775,000 and forfeiture of all unvested stock options and restricted stock units held by Mr. Tomback. Mr. Tomback will continue to be bound by certain covenants imposing on him obligations with respect to confidentiality and proprietary information. About Scientific Games Scientific Games Corporation is a developer of technology-based products and services and associated content for worldwide gaming and lottery markets. The Company's portfolio includes instant and draw-based lottery games; electronic gaming machines and game content; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and social, mobile and interactive content and services. For more information, please visit: www.scientificgames.com. As of June 30, 2014, the Company had $4.18 billion in total assets, $3.95 billion in total liabilities and $225.9 million in total stockholders' equity. Scientific Games reported a net loss of $30.2 million in 2013, a net loss of $62.6 million in 2012 and a net loss of $12.6 million in 2011. * * * The TCR reported on May 21, 2014, that Moody's Investors Service downgraded Scientific Games Corporation's ("SGC") Corporate Family Rating to B1. The downgrade reflects Moody's view that slower than expected growth in SGC's Gaming and Instant Products segments will cause Moody's adjusted leverage to exceed 6.0 times by the end of 2014. As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'B+' from 'BB-' on Scientific Games Corp. "The downgrade and CreditWatch placement follow Scientific Games' announcement that it has agreed to acquire Bally Technologies for $5.1 billion, including the refinancing of about $1.8 billion in net debt at Bally," said Standard & Poor's credit analyst Ariel Silverberg. SEMCRUDE LP: Oct. 15 Objection Deadline on Trust Distribution ------------------------------------------------------------- The Litigation Trustee in the Chapter 11 case of Semcrude LP et al. asks the Delaware Bankruptcy Court to approve procedures for the distribution from the trust. The Trustee, Bettina M. Whyte, also seeks to be named as disbursing agent. The Trustee intends to make distributions of trust interests, including an interim distribution, to holders of allowed lender deficiency claims, allowed senior notes claims, and allowed general unsecured claims. Distribution of lender deficiency claims will be made to Bank of America N.A., in its capacity as administrative for the benefit of the holders of the allowed secured working capital lender claims. Distributions to holders of allowed senior notes claims will be made to HSBC Bank USA NA, in its capacity as successor indenture trustee. The Trustee delivered to the Court a list of holders of allowed general unsecured claims scheduled to receive an interim distribution. Any distribution amount of less than $100 will be withheld and not distributed but held in reserve pursuant to the Trust Agreement. The Trustee estimates that allowed general unsecured claims of less than $9,112 are not expected to receive a distribution as part of the interim distribution. Objections to the distribution process or to the payee or claim amount information are due Oct. 15, 2014. The Litigation Trustee may be reached at: Bettina M. Whyte Trustee of the SemGroup Litigation Trust c/o Bonnie Glantz Fatell BLANK ROME LLP 1201 Market Street, Suite 800 Wilmington, DE 19801 Fax: 302-428-5110 E-mail: fatell@blankrome.com - and - Deborah D. Williamson, Esq. Meghan DeBard, Esq. COX SMITH MATTHEWS INCORPORATED 122 E. Pecan Street, Suite 1800 San Antonio, TX 78205 Fax: 210-226-8395 E-mail: dwilliamson@coxsmith.com mdebard@coxsmith.com Holders of an allowed general unsecured claim who object to the scheduled address only may contact: Henry Colvin ALIXPARTNERS LLP SemGroup Litigation Trust Distribution 2101 Cedar Springs Road, Suite 1100 Dallas, TX 75201 Tel: 1-888-363-0091 Fax: 214-647-7501 A hearing to consider objections and the Trustee's Motion will be held Nov. 19 at 10:00 a.m. Eastern Time before Judge Brendan L Shannon. About SemGroup, L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008. John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. served as the Debtors' claims agent. The Blackstone Group L.P. and A.P. Services LLC acted as the Debtors' financial advisors. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represented the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. SemGroup LP won confirmation from the Bankruptcy Court of its Fourth Amended Plan of Reorganization on Oct. 28, 2008. The Plan, which distributed more than $2.5 billion in value to stakeholders, was declared effective on Nov. 30, 2008. As part of the Plan, the Reorganized Debtors entered into two new credit facilities aggregating $625 million in financing; entered into a $300 million Second Lien Term Facility; created a new corporate structure, including issuing shares of common stock and warrants; and distributed approximately $500 million of cash and approximately $1 billion in value of new common stock and warrants to thousands of creditors in accordance with the Plan. SEMCRUDE LP: $55MM Distributions to Ritchie Not Avoidable --------------------------------------------------------- Delaware District Judge Sue L. Robinson, affirmed the decisions of the bankruptcy court that denied the attempt of Bettina M. Whyte, on behalf of the SemGroup Litigation Trust, to avoid two equity distributions totaling more than $55 million that SemGroup, L.Pand its general partner, SemGroup G.P., L.L.C., made to Ritchie SG Holdings, L.L.C., SGLP Holding, Ltd., and SGLP US Holding, L.L.C. in August 2007 and February 2008. The Trustee seeks to avoid those distributions as constructively fraudulent transfers based on two theories: (1) SemGroup was left with unreasonably small capital after both distributions; and (2) SemGroup was insolvent on the date of the 2008 distribution. The bankruptcy court denied the unreasonably small capital claim on summary judgment and the insolvency claim after trial. The appellate cases are BETTINA M. WHYTE, on behalf of the SemGroup Litigation Trust, Appellant, v. RITCHIE SG HOLDINGS LLC, et al., Appellees. BETTINA M. WHYTE, on behalf of the SemGroup Litigation Trust, Appellant, v. COTTONWOOD PARTNERSHIP, LLP, et al., Appellees, CIV. NOS. 13-1375-SLR, 13-1376-SLR (D. Del.). A copy of Judge Robinson's Sept. 30, 2014 Memorandum is available at http://is.gd/LH9K7afrom Leagle.com. Cottonwood Partnership LLP, one of the Appellees, is represented by Laurie Schenker Polleck, Esq., former bankruptcy partner at Jaspan Schlesinger LLP. Ms. Polleck joined Loizides P.A. in July 2011. She may be reached at polleck@loizides.com or lauriespolleck@aol.com About SemGroup, L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008. John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. served as the Debtors' claims agent. The Blackstone Group L.P. and A.P. Services LLC acted as the Debtors' financial advisors. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represented the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. SemGroup LP won confirmation from the Bankruptcy Court of its Fourth Amended Plan of Reorganization on Oct. 28, 2008. The Plan, which distributed more than $2.5 billion in value to stakeholders, was declared effective on Nov. 30, 2008. As part of the Plan, the Reorganized Debtors entered into two new credit facilities aggregating $625 million in financing; entered into a $300 million Second Lien Term Facility; created a new corporate structure, including issuing shares of common stock and warrants; and distributed approximately $500 million of cash and approximately $1 billion in value of new common stock and warrants to thousands of creditors in accordance with the Plan. SEMGROUP LLC: Trustee Can't Revive $55M Clawback Claims ------------------------------------------------------- Law360 reported that a Delaware federal judge rejected a bid by SemGroup LP's litigation trustee to reinstate clawback claims targeting more than $55 million paid to equity holders prior to the energy company's descent into Chapter 11, finding the bankruptcy court had properly denied the claims. According to the report, U.S. District Judge Sue L. Robinson dismissed appeals in two adversary suits launched by Trustee Bettina M. Whyte, who oversees the litigation trust created by SemGroup's reorganization plan and sought to recoup prepetition equity distributions made to Ritchie SG Holdings LLC. About SemGroup, L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008. John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. served as the Debtors' claims agent. The Blackstone Group L.P. and A.P. Services LLC acted as the Debtors' financial advisors. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represented the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. SemGroup LP won confirmation from the Bankruptcy Court of its Fourth Amended Plan of Reorganization on Oct. 28, 2008. The Plan, which distributed more than $2.5 billion in value to stakeholders, was declared effective on Nov. 30, 2008. As part of the Plan, the Reorganized Debtors entered into two new credit facilities aggregating $625 million in financing; entered into a $300 million Second Lien Term Facility; created a new corporate structure, including issuing shares of common stock and warrants; and distributed approximately $500 million of cash and approximately $1 billion in value of new common stock and warrants to thousands of creditors in accordance with the Plan. SEVEN S CAPITAL: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtors: Seven S Capital, Ltd. 14-35384 5151 Mitchelldale Suite B2 Houston, TX 77092 Seven S Capital Management, Inc. 14-35387 5151 Mitchelldale Suite B2 Houston, TX 77092 Type of Business: The principal asset of Seven S is its interest in Tree Town, a producer of container-grown trees in the country. Involuntary Chapter 11 Petition Date: October 3, 2014 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Letitia Z. Paul Petitioners' Counsel: Paul D Moak, Esq. MCKOOL SMITH 600 Travis, Ste 7000 Houston, TX 77002 Tel: 713-485-7302 Fax: 713-485-7344 Email: pmoak@McKoolSmith.com Petitioning Creditors: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Alexis Daniella Promissory Note $6,794,986 Saperstein 1994 Trust 4510 Banning Drive Houston, TX 77027 Jonathan Alexander Promissory Note $6,557,919 Saperstein 1994 Trust 4510 Banning Drive Houston, TX 77027 Stephanie Nicole Promissory Note $7,822,241 Saperstein 1994 Trust 4510 Banning Drive Houston, TX 77027 SIMPLEXITY LLC: Fifth Third Takes 2nd Shot at Ch. 7 Conversion -------------------------------------------------------------- Law360 reported that Fifth Third Bank again urged a Delaware bankruptcy judge to convert the Chapter 11 case of cellphone activator Simplexity LLC, saying the reasons for rejecting its previous bid no longer apply while the need for a move to Chapter 7 has grown. According to the report, senior lender Fifth Third, which had its initial motion denied in June, said the call for conversion is more compelling now because concerns cited by the court have been addressed and Simplexity has piled up additional expenses but is no closer to confirming a Chapter 11 plan. 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. SOUTHERN AIR: Trustee Files Avoidance Actions --------------------------------------------- L. John Bird, Esq., at Fox Rothschild, reported that Barry E. Mukamal, in his capacity as Litigation Trustee of the SAI Litigation Trust (Southern Air Holdings), began filing complaints to recover what the Trustee contends are avoidable preferences. The Trustee filed the preference actions in the Delaware Bankruptcy Court early in September. About Southern Air Based in Norwalk, Connecticut, military cargo airline Southern Air Inc. -- http://www.southernair.com/-- its parent Southern Air Holdings Inc. and their affiliated entities filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to 12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in business from the U.S. Department of Defense, which reduced its troop count in Afghanistan and hired Southern Air less frequently. Bankruptcy Judge Christopher S. Sontchi presides over the case. Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan, Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq., and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtor's counsel. Zolfo Cooper LLC serves as the Debtors' bankruptcy consultant and special financial advisor. Kurtzman Carson Consultants, LLC, serves as claims and notice agent. CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets and $288,000,000 in liabilities as of the Chapter 11 filing. The petition was signed by Jon E. Olin, senior vice president. Canadian Imperial Bank of Commerce, New York Agency, the DIP agent and prepetition agent, is represented by Matthew S. Barr, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards Layton & Finger PA. Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC. The Debtors' Plan provides that lenders agreed to accept ownership of the company as payment for their $288 million loan. On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3, appointed the statutory committee of unsecured creditors. Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP serves as its co-counsels, and Mesirow Financial Consulting LLC serves as its financial advisor. Southern Air emerged from Chapter 11 in April 2013. STOCKTON, CA: Pension Fund Court Ruling to Impact Other States -------------------------------------------------------------- Last week's decision by the federal bankruptcy judge presiding over Stockton, California's Chapter 9 case demonstrates that public employee pension fund obligations are no longer the "third rail" of municipal finance. Judge Christopher Klein's decision that Stockton could cut its pension obligations as a means of righting its tattered balance sheet has ramifications for municipalities throughout the country, according to Mark Kaufman of law firm McKenna Long & Aldridge. Historically, public pensions have been off limits when it comes to restructuring liabilities of fiscally-challenged cities. The decision by is seen as a potential dagger to the country's largest public pension fund, Calpers, which opposes any attempts to use retirees' defined-benefit pensions to shore up municipal budgets. "This decision is going to have potentially broad impact not only throughout California, but also in states where there are similar state law protections of public employee pensions," says Mr. Kaufman, one of the country's leading muni finance lawyers and co-chair of McKenna's Municipal Reform & Innovation practice. "Cities may well be motivated to engage in the restructuring process if they know that pensions can play in the mix of adjustments that a court can consider" Mr. Kaufman expects battle lines to be drawn between retired municipal workers demanding that their benefits not be short- changed in any restructurings and other taxpayers who may be forced to pay higher local property or other taxes to compensate for expected budget shortfalls. Mr. Kaufman has played a key role in some of the highest-profile municipal cases in recent years. He served as lead counsel to the governor-appointed receiver of the city of Harrisburg, Penn. in concluding a large financial restructuring without resorting to a Chapter 9 bankruptcy filing. His contributions weren't lost on local constituents; an article in Harrisburg's daily newspaper last December commented, "In the extraordinarily complex world of bankruptcy law, Kaufman is one of the best." Mr. Kaufman was recently honored by the Turnaround Atlas Awards as winner of the Out-of-Court Restructuring of the Year Award for Middle Markets. He was also selected as Mid-Market Restructuring Lawyer of the Year and listed as one of the top 100 restructuring and turnaround professionals in the world. Last year, he co-wrote a well-received analysis of the statutory and constitutional issues involved in municipal bankruptcies, "The Looming State Battle over State Protection of Vested Public Employee Pension Benefits," for the American Bankruptcy Journal. The judge will rule on Stockton's application on Oct. 30. Between now and then, Mr. Kaufman is available to comment on all aspects of this particular case, which he has followed closely, as well as the impact of the decision when it comes down. About Stockton, Calif. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Cal. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. The bankruptcy judge on April 1, 2013, ruled that the city of Stockton is eligible for municipal bankruptcy in Chapter 9. * * * The Troubled Company Reporter, on Sep. 26, 2014, reported that Moody's Investors Service has affirmed the long-term ratings of the city of Stockton's (CA) water and sewer enterprises' debts at Ba1. Moody's have also changed the outlook on the city's water bond rating to developing from stable, while the developing outlook on the sewer system's rating remains the same. SUN BANCORP: EJF Capital Holds 5.9% Stake as of Sept. 29 -------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, EJF Capital LLC and its affiliates disclosed that as of Sept. 29, 2014, they beneficially owned 1,029,599 shares of common stock of Sun Bancorp, Inc., representing 5.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/7D2NLg About Sun Bancorp Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company headquartered in Vineland, New Jersey, with its executive offices located in Mt. Laurel, New Jersey. Its primary subsidiary is Sun National Bank, a full service commercial bank serving customers through more than 60 locations in New Jersey. On April 15, 2010, Sun National Bank entered into a written agreement with the OCC which contained requirements to develop and implement a profitability and capital plan which provides for the maintenance of adequate capital to support the Bank's risk profile in the current economic environment. Sun Bancorp reported a net loss available to common shareholders of $9.94 million in 2013, a net loss available to common shareholders of $50.49 million in 2012, and a net loss available to common shareholders of $67.50 million in 2011. The Company's balance sheet at June 30, 2014, showed $2.89 billion in total assets, $2.66 billion in total liabilities and $227.65 million in total shareholders' equity. TEAM NATION: Court Approves Settlement With Victory Partners ------------------------------------------------------------ The presiding judge of the Circuit Court of the Thirteenth Judicial District in and for Hillsborough County, Florida, entered an order approving a settlement of Case No.: 14-CA-000757, styled Victory Partners, LLC v. Team Nation Holdings, Corp. and Alonzo Pierce, according to a regulatory filing with the U.S. Securities and Exchange Commission. The matter involved a dispute over the ownership of one billion shares of common stock and 60 shares of preferred stock of the corporation. The court approved the exchange of 125,000,000 newly issued restricted common shares for all the outstanding common and preferred shares that were the subject of the dispute. Certificates representing all the outstanding common and preferred shares subject to the dispute were returned to the corporation for cancellation and resume the status of authorized and unissued shares. On Sept. 16, 2014, Team Nation issued 125,000,000 common shares, to a major shareholder in exchange for one billion outstanding common shares and 60 preferred shares that were cancelled and returned to the status of authorized and unissued shares. About Team Nation Newport Beach, Calif.-based Team Nation Holdings Corporation is a management and services company specializing in management solutions for title companies and providing title production services. The Company reported net income of $323,051 on $1.08 million of total revenue for the nine months ended Sept. 30, 2011, compared with net income of $375,694 on $1.25 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $3.04 million in total assets, $5.57 million in total liabilities, and a $2.52 million total shareholders' deficit. As reported by the TCR on April 13, 2011, Kelly & Company, in Costa Mesa, Calif., said in its report that the Company's significant debt servicing requirements, its ongoing operating losses and negative cash flows along with the depressed value of its common stock gives raise to substantial doubt about the Company's ability to continue as a going concern. The Company has sustained recurring losses and negative cash flows from operations, at Dec. 31, 2010 it had negative working capital of $4.2 million, total liabilities of $6.9 million, and a stockholders' deficit of $3.9 million. The Company's only significant source of revenue, and its sole customer, is a related party. The Company expects that it will need to raise substantial additional capital to accomplish its business plan over the next several years and plans to generate the additional cash needed through the sale of its common stock that currently has a depressed value. The Company's most significant asset is a group of eight non-current notes receivable - related party issued by the Company's directors, amounting to $2.2 million at Dec. 31, 2010 (representing 73% of total assets). TEMPLE UNIVERSITY: Moody's Affirms Ba2 Rating on $525MM Debt ------------------------------------------------------------ Moody's Investors Service has affirmed the Ba2 ratings of Temple University Health System (TUHS). The rating outlook remains negative. The rating action affects approximately $525 million of rated debt issued through the Hospitals and Higher Education Facilities Authority of Philadelphia. Rating rationale: The affirmation of TUHS's Ba2 rating reflects persistently anemic operating performance, a highly leveraged balance sheet and operating profile and disproportionate dependence on supplemental funding from the Commonwealth of Pennsylvania (G.O. rating of Aa3). Although senior management team is continuously implementing strategies to improve performance, progress will remain challenging as the team faces headwinds, including a unionized work force, ongoing declines and shifts in demand, and high Medicaid exposure as well as the longer term fundamental industry challenges -- all of which conspire to impede a return to positive performance. The Ba2 remains supported by Temple's important role as a safety net provider for the City of Philadelphia as substantiated by material and stable funding from the Commonwealth and the System's position as the academic medical center for Aa3- rated Temple University (TU), which is the sole corporate member of TUHS. The negative rating outlook reflects another miss to budget and ongoing significant negative pressure on operations which may result in decline of unrestricted cash from already modest levels. Additionally Moody's outlook incorporates Moody's unease with the Commonwealth's growing structural imbalance and recent decision to expand Medicaid (under the 2010 healthcare law) which may suggest direct support to TUHS will diminish over the next few years. Strengths: * Essential role as a safety net provider to Southeastern Pennsylvania, with an indispensability quotient in the City of Philadelphia; tangible willingness on the part of the Commonwealth to leverage available resources in support of TUHS as evidenced by a long history of stable or growing supplemental payments from the Commonwealth which provides for the majority of the lift of an otherwise well below investment grade financial profile. * Position as the academic medical center for Aa3-rated Temple University. Though the University has given no indication of explicit financial support for bond payments, Moody's believes that the Health System's importance to the University's mission and strategies with the School of Medicine and research emphasis provides for some lift of an otherwise well below investment grade financial profile. * Still adequate absolute balance sheet resources, with $357 million of unrestricted cash and investments equating to approximately 96 days cash as of June 30, 2014. Investments are heavily oriented toward cash and fixed income investments (80%). * All fixed rate debt structure, and a modest pension liability; management reports no additional borrowing plans at this time. Challenges: * Multiple year trend of sizable operating losses, in spite of significant and growing supplemental funding from the Commonwealth; TUHS reported operating losses of $14.9 million (-1.5%) in FY 2011, $24.2 million (-2.4%) in FY 2012, $27 million (-2.0%) in FY 2013 and $16.4 million (-1.2%) in FY 2014. Performance in each year reflects a material variance from budget in spite of numerous strategies in recent years to address unsustainable deficits from core operations. * Moody's retain concerns that cash balances will trend downwards as cash-flow from operations continues to fall short of comprehensive funding needs including planned or needed capital expenditures. Deepened operating losses or variability in timing of receipt of any supplemental funding stream can negatively impact the System's liquidity in a rapid fashion. * Persistently weak leverage measures as reflected by weak cash- to-debt of 66%, high (unfavorable) debt to cash flow of 9.2 times and thin peak debt service coverage of 2.2 times as of June 30, 2014. * TUHS is absorbing sizeable declines in patient volumes, specifically at Jeanes and Fox Chase. Jeanes experienced a 9.9% decline in inpatient admissions in FY 2014 and Fox Chase a 10.3% decline. Moreover, admissions are much lower than budgeted for FY 2014. * Extremely high mix of Medicaid (43.8% of gross inpatient and outpatient revenue at FYE 2014) and indigent-related revenue streams. TUHS is also increasingly dependent on State funding and appropriations to support operations due to the disproportionate mix of indigent-related revenues. * A weaker economy in Pennsylvania and the Philadelphia area has affected area-wide volumes. The Commonwealth in general is confronted with demographic trends that limit long-term growth prospects given the age and slow growth of Pennsylvania's population. The Commonwealth's growing structural imbalance and recent decision to expand Medicaid (under the 2010 healthcare law) suggest direct support may diminish over the next few years. * Competition within the Philadelphia market, particularly for tertiary and quaternary clinical services, continues to intensify. * A large unionized employee base places limitations on expense flexibility. TUHS has experienced nursing strikes. The current TUH contract with the nursing union extends through Sept. 30, 2016. Outlook The negative rating outlook reflects another miss to budget and ongoing significant negative pressure on operations which may result in decline of unrestricted cash from already modest levels. Additionally Moody's outlook incorporates Moody's unease with the Commonwealth's growing structural imbalance and recent decision to expand Medicaid (under the 2010 healthcare law) which may suggest direct support to TUHS will diminish over the next few years. What Could Change the Rating -- UP Given the ongoing weakness in operating performance and very tight liquidity, an upgrade in the near term is unlikely. Over the longer term a rating upgrade would be considered with a material and sustained improvement in operating cash flow driven by internal operational improvement; growth in revenue that has resulted from clinical activities; and build of balance sheet cushion relative to debt and operations. Growth in demand, market share and acuity of services will also be viewed favorably. The outlook could return to stable over the medium term if the System is able to achieve steady improvement in operating cash flow and liquidity from core operations. What Could Change the Rating -- DOWN The rating could be downgraded if TUHS is unable to demonstrate and sustain improvement in operating cash flow that is driven by internal operational improvement; if there is a deterioration of absolute cash or relative measures of liquidity; or an increase in debt without a material strengthening of operations and cash. The inability to grow revenues, erosion of market share, disintegration of current relationship with TU or reduction in support from the Commonwealth that is not met with core operational improvement at the clinical enterprises would also be rating factors. Methodology The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. TRUMP ENTERTAINMENT: Judge Rejects Deal with Icahn -------------------------------------------------- Peg Brickley, writing for The Wall Street Journal, reported that Trump Entertainment Resorts Inc. failed to persuade a bankruptcy judge to sign off on an agreement with Carl Icahn that would have allowed the beleaguered gambling company to use its scarce cash as it attempts to survive in Chapter 11. According to the Journal, U.S. Judge Kevin Gross sided with unsecured creditors who said it is too soon, less than a month into the bankruptcy, to cement terms that would tie the hands of low-ranking creditors in a Chapter 11 proceeding that offers them little or nothing. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to close the Trump Plaza by next week, and, absent union concessions, the Taj Mahal by Nov. 13. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The U.S. Trustee for Region 3 on Sept. 23 appointed seven creditors of Trump Entertainment Resorts, Inc., to serve on the official committee of unsecured creditors. UNITED DISTRIBUTION: S&P Revises Outlook & Affirms 'B-' CCR ----------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its rating outlook on Bristol, Tenn.-based United Distribution Group (UDG) to stable from negative. S&P also affirmed its 'B-' corporate credit rating on the company. S&P is revising its rating outlook to stable from negative because credit measures have improved and S&P no longer expects UDG to face covenant pressure during the next 12 to 18 months. As such, S&P is also revising its liquidity assessment to "adequate" from "less than adequate." The stable outlook reflects UDG's increasing diversification toward higher-margin product sales to the domestic energy industry and away from weaker coal end markets, resulting in improving cash flow and liquidity and stemming credit measure deterioration caused by slipping sales to the coal industry. "We expect capital spending from exploration and production companies and positive macroeconomic activity will support near- term upstream and downstream energy sales over the next 12 months," said Standard & Poor's credit analyst Amanda Buckland. S&P could lower the rating if it believes UDG's liquidity will become inadequate or if it believes UDG will breach a covenant. These could occur if a decrease in energy spending leads to a more-than 30% decline in EBITDA. S&P do not expect to upgrade UDG in the next 12 to 18 months given UDG's sales concentration in domestic energy and coal mining. S&P could raise the rating if UDG gradually increased the scale and diversity of its operations, or if it believes debt to EBITDA will be sustained at below 5x and FFO to debt at more than 12%. UDG's financial sponsor must plan to maintain lower leverage to prompt S&P to revise its view of financial policy. UNITEK GLOBAL: Standstill Periods Extended Until October 9 ---------------------------------------------------------- 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, and Sept. 23, 2014, to extend through Oct. 2, 2014, the standstill periods contained in those agreements. On Oct. 2, 2014, the Company entered into with the Term Lenders and Revolver Lenders amendments to the Term Forbearance Agreement and the Revolver Forbearance Agreement to extend through Oct. 9, 2014, the standstill periods contained in those agreements. The "Term Credit Agreement" means the 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 the 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. USA-CAN CORP: Files for Ch 11 Bankr. Protection for Second Time --------------------------------------------------------------- USA-CAN Corp. filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Northern District of Indiana for the second time in four years, Paul Wyche at The Journal Gazette reports. The company's owner, the Kotsopoulos family, needs time to reorganize its business finances at the Coliseum Plaza retail center, which has approximately 20 tenants, The Journal Gazette relates, citing Daniel Skekloff, Esq., a partner at Skekloff and Skekloff, LLP, and the attorney for USA-CAN. Mr. Skekloff, according to the report, said that a balloon payment of $2 million due to business associate Parnell Avenue LLC is causing the hardship for the strip mall. Mr. Skekloff said that brothers George and Perry Kotsopoulos might seek bank refinancing, come up with a debt-structuring plan, or sell the mall, The Journal Gazette reports. The Journal Gazette states that the Kotsopoulos family first filed for Chapter 11 bankruptcy protection in 2010 to buy time while tenants caught up on overdue rent payments. VISITING NURSE: Bankruptcy Stays Appellate Court Proceedings ------------------------------------------------------------ The Court of Appeals of Texas, Eighth District, El Paso, stayed further proceedings in the appeal Corrine Duarte, Visiting Nurse Association of El Paso a/k/a VNA Home Healthcare of El Paso and Joe Wardy, Appellants, v. Mayamax Rehabilitation Services, L.L.P. and Candace Baird, Appellees, NO. 08-14-00074-CV. (Tex. App.), according to an Oct. 2 Order available at http://is.gd/8Knhuyfrom Leagle.com. The Stay Order was issued after Visiting Nurse Association of El Paso a/k/a VNA Home Healthcare of El Paso filed with the Appeals Court a Notice of Chapter 11 bankruptcy. The Court, on its own motion, vacates the Oct. 9, 2014 submission and oral argument setting. WALKER LAND & CATTLE: Competing Plans to Face Off Starting Nov. 26 ------------------------------------------------------------------ Judge Jim D. Pappas approved the disclosure statements explaining competing plans for debtor Walker Land & Cattle, LLC -- one proposed by the Debtor itself, and other by creditor Wells Fargo -- and scheduled hearings for November and December to consider whether either the Creditor Plan or the Debtor Plan should be confirmed. The judge ruled that Wells Fargo, the Debtor and parties in interest may now solicit acceptances or rejections of the Amended Chapter 11 Liquidation Plan (Wells Fargo Plan) or the Second Amended Chapter 11 Plan of Reorganization (the Debtor Plan). With the approval of the Disclosure Statement for Amended Chapter 11 Liquidation Plan filed by Wells Fargo and the Second Amended Disclosure Statement filed by the Debtor, the Bankruptcy Court set this schedule: -- The joint confirmation packets consisting of copies of this Order, the approved Creditor Disclosure Statement, the approved Debtor Disclosure Statement, the Creditor Plan, the Debtor Plan and ballots will be mailed to creditors, equity holders and other parties-in-interest by Oct. 6, 2014. -- Nov. 7, 2014 is fixed as the last day for filing and serving pursuant to Fed.R.Bank.P. 3020(b)(1) written objections to confirmation of the Creditor Plan and/or the Debtor Plan. -- Nov. 12, 2014 is fixed as the last day for filing a written ballot accepting or rejecting the Creditor Plan and the Debtor Plan. -- Nov. 14, 2014 is fixed as the last day for a party to file a notice that it intends to present evidence at the confirmation hearings and to file its exhibit and witness lists. -- Nov. 19, 2014 is fixed as the last day for Debtor and Wells Fargo to file the ballot summary required by LBR 3018.1 and pre- confirmation report required by LBR 3020.1 and for a party, if it elects to do so, to file a pre-confirmation hearing brief. -- The Court will conduct a hearing to consider whether either the Creditor Plan or the Debtor Plan should be confirmed on Nov. 26, 2014, at 9:00 a.m., and, if needed, continuing on Dec. 10, 2014, and December 17, 2014, at 9:00 a.m., at the United States Court, 801 E. Sherman, Pocatello, Idaho. Wells Fargo opposed approval of the Debtor's Second Amended Disclosure Statement, and unexpectedly the Debtor opposed approval of Wells Fargo's Amended Disclosure Statement. The Debtor claimed that the Wells Fargo Disclosure Statement contains "inadequate, misleading and/or inaccurate information." Wells Fargo pointed out that not a single creditor opposed approval to its disclosure statement and said that the Debtor's objection is only an attempt to delay and to advocate for the Debtor's plan. The Competing Plans Wells Fargo's Plan, as amended, provides for the liquidation of the Debtor's assets and the payment of creditors by the later of one year after the effective date and Dec. 31, 2015. First, secured creditors will be paid the full amount of their claims, plus interest. Second, general unsecured creditors with allowed claims will receive payment in full, with interest post- confirmation at the Wall Street Journal prime rate (anticipated to be 3.25%) in equal installments over the next six years, with the Debtor reserving the right to prepay these creditors as funds allow or with take out financing. Third, the related entities class (Class 52) holding unsecured claims and the equity interests (Class 53) will not be paid until other classes of creditors are satisfied. Fourth, the Debtor will seek take out financing in order to prepay debts. The Debtor, on the other hand, proposes a Plan of Reorganization that promises to repay all creditors in full, with interest, over the term of the Plan. The Debtor said it has agreements to sell $10,000,000 in real property upon confirmation of the Plan and pay during the first twelve months. The Debtor will pay creditors through improved farm operations boosting profitability, while reserving the right to obtain take out financing and prepay unsecured creditors in the future. A copy of the Debtor's Second Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/WalkerLand_Debtor_2nd_Am_DS.pdf Counsel for Wells Fargo can be reached at: Larry E. Prince, Esq. Kirk S. Cheney, Esq. HOLLAND & HART LLP 800 W. Main Street, Suite 1750 P.O. Box 2527 Boise, Idaho 83701-2527 Telephone: (208) 342-5000 Facsimile: (208) 343-8869 E-mail: lprince@hollandhart.com kscheney@hollandhart.com Counsel for the Debtor can be reached at: Robert J. Maynes MAYNES TAGGART, PLLC P. O. Box 3005, Idaho Falls, Idaho 83403 Telephone: (208) 552-6442 Facsimile: (208) 524-6095 E-mail: mayneslaw@hotmail.com Counsel for the Unsecured Creditors Committee can be reached at: Bruce Medeiros Davidson, Backman, Medeiros PLLC 601 W. Riverside Avenue, Suite 1550, Spokane, Washington 99201 About Walker Land & Cattle, LLC Walker Land & Cattle, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on Nov. 15, 2013. The case is assigned to Judge Jim D. Pappas. The petition was signed by Roland N. (Rollie) Walker, manager. The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart, PLLC, in Idaho Falls, Idaho. The Debtor reported $72,688,397 in total assets and $46,346,375 in total liabilities. The U.S. Trustee for Region 18 has appointed an official committee of unsecured creditors in the case. The Committee is represented by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at Davidson Backman Medeiros PLLC, in Spokane, Washington. Secured creditor, Wells Fargo Bank, is represented by Larry E. Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in Boise, Idaho. Wells Fargo and the Debtor have filed competing Chapter 11 plans. Wells Fargo is proposing a plan of liquidation while the Debtor is seeking approval of a reorganization plan. WELLNESS INT'L: 7th Circuit Flubbed Bankruptcy Ruling ----------------------------------------------------- Law360 reported that the U.S. Supreme Court has received four amicus briefs in a case concerning the extent of bankruptcy courts' power, with most amici agreeing that a recent Seventh Circuit decision has taken too much power away from bankruptcy courts in noncore proceedings. According to the report, prominent bankruptcy lawyer Eric Brunstad, the National Association of Bankruptcy Trustees, and the American College of Bankruptcy all filed amicus briefs Sept. 16 in support of Wellness International Network Ltd. over a suit in which Wellness sought to recover attorneys' fees. As previously reported by The Troubled Company Reporter, on July 1, the Supreme Court decided to hear Wellness International and decide three questions: (1) Can the powers of life-tenured judges be exercised by bankruptcy judges with the parties' consent? (2) Can consent be implied? and (3) If the case involves a subsidiary issue of state property law, is the bankruptcy court divested of power to make final decisions? The case in the high court is Wellness International Network Ltd. v. Sharif, 13-935, U.S. Supreme Court (Washington). WARNER MUSIC: WEA Renews US/Canada Agreement for Additional Year ---------------------------------------------------------------- Pursuant to Section 5(a) of the US/Canada Agreement, Warner- Elektra-Atlantic Corporation served Cinram, CGI and Cinram Canada the required 90 days' notice that WEA has elected to exercise its second option to renew the term of the US/Canada Agreement for an additional one-year period. The term will now end on Jan. 31, 2016. The US/Canada Manufacturing and PP&S Agreement dated as of July 1, 2010, as amended, was entered by and between Warner-Elektra- Atlantic Corporation and Cinram International Inc., Cinram Manufacturing LLC and Cinram Distribution LLC dated Aug. 31, 2012, under which WEA consented to Cinram's assignment of the US/Canada Agreement and certain other agreements to Cinram Group, Inc., with respect to operations in the United States, and to Cinram Canada Operations ULC, with respect to operations in Canada. About Warner Music Group Based in New York, Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- was formed by a private equity consortium of investors on Nov. 21, 2003. The Company is the direct parent of WMG Holdings Corp., which is the direct parent of WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's major music-based content companies and the successor to substantially all of the interests of the recorded music and music publishing businesses of Time Warner Inc. The Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing. The Company's Recorded Music business primarily consists of the discovery and development of artists and the related marketing, distribution and licensing of recorded music produced by such artists. The Company's Music Publishing operations include Warner/Chappell, its global Music Publishing company, headquartered in New York with operations in over 50 countries through various subsidiaries, affiliates and non-affiliated licensees. In May 2011, Warner Music Group Corp. and Access Industries, the U.S.-based industrial group, announced the execution of a definitive merger agreement under which Access Industries will acquire WMG in an all-cash transaction valued at $3.3 billion. The purchase includes WMG's entire recorded music and music publishing businesses. On July 20, 2011, the Company notified the New York Stock Exchange, Inc., of its intent to remove the Company's common stock from listing on the NYSE and requested that the NYSE file with the SEC an application on Form 25 to report the delisting of the Company's common stock from the NYSE. On July 21, 2011, in accordance with the Company's request, the NYSE filed the Form 25 with the SEC in order to provide notification of that delisting and to effect the deregistration of the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. On August 2, 2011, the Company filed a Form 15 with the SEC in order to provide notification of a suspension of its duty to file reports under Section 15(d) of the Exchange Act. The Company continues to file reports with the SEC pursuant to the Exchange Act in accordance with certain covenants contained in the instruments governing the Company's outstanding indebtedness. Warner Music reported a net loss attributable to the Company $198 million on $2.87 billion of revenues for the fiscal year ended Sept. 30, 2013, as compared with a net loss attributable to the Company of $112 million on $2.78 billion of revenues for the fiscal year ended Sept. 30, 2012. As of June 30, 2014, the Company had $6.11 billion in total assets, $5.65 billion in total liabilities and $460 million in total equity. * * * As reported by the TCR on March 28, 2014, Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on recorded music and music publishing company Warner Music Group Corp. (WMG). S&P's rating and negative outlook reflect continued uncertainty surrounding industry wide revenue and profitability trends affecting WMG over the intermediate term, despite recent signs of stabilization in the industry. WEST TEXAS GUAR: Amends Plan for Scopia, Corcapital Term Sheet -------------------------------------------------------------- West Texas Guar Inc. agreed to terms of a plan term sheet with Scopia Windmill Fund LP, Scopia Capital Management LLC, Scopia Holdings LLC, Corcapital Group, LLC. Accordingly, the Debtor has filed a Second Amended Plan of Reorganization to incorporate the transaction outlined in the Term Sheet. The Term Sheet provides for, among other things: * The Debtor's reorganization will be sponsored by CorCapital. * The pro forma capital structure of the Reorganized Debtor will be: -- Senior Secured Term Loan: $8 million -- Junior Secured Term Loan: $1.5 million -- CorCapital Preferred Interests: $7.1 million. -- Common Interests: 10% of common interest to be issued to Scopia in satisfaction of Scopia's claims of $6 million. As additional consideration for providing the $8 million senior secured term loan, Scopia will be provided with warrants exercisable for 12% of the common interests. * In addition to the commitments to fund the Senior Secured Term Loan, fund the Junior Secured Term Loan and contribute the entire amount of its secured claim, Scopia will contribute $2.1 million in cash to support the distributions under the Plan. * CorCapital will be entitled to receive a break-up fee of $500,000 and over-bid protections of $250,000. * Reorganized WTG will provide payments to creditors totaling approximately $17,736,670 and will provide for these recoveries to creditors: -- Administrative expense claims: 100% -- Other priority Claims: 100% -- Bean Storage and Handling claims: 100% -- Growers Accepting the Plan: 75%, not to exceed $14,703,803, and also assuming acceptance and depending on claim amount resolutions. -- Growers Not Accepting the Plan: 100% (paid over 4 years in equal quarterly installments subject to claims reconciliation). -- Other Unsecured Creditors: 25% to 75%, depending on actual secured, administrative and priority claims. * The implementation of the Term Sheet requires, among other things, (1) at least 2/3 in dollar amount of all Growers, and more than one-half in number of all Growers, vote to accept the Plan, and (2) the effective date of the Plan will occur by Nov. 30, 2014 or such later date as the CorCapital may agree. In light of the filing of the Second Amended Plan on Sept. 23, the Debtor asked the court to adjourn the Sept. 24 hearing on the motion by certain growers to appoint a trustee and the adequacy of the disclosure statement explaining the Plan. A copy of the Second Amended Plan is available for free at: http://bankrupt.com/misc/West_Texas_2nd_Am_Plan.pdf Growers Object to Term Sheet Certain Guar Growers, which have sought appointment of a Chapter 11 trustee to take over management of the Debtor, claim that through the Term Sheet, Scopia and the Debtor are again seeking to buy time with an open ended term sheet and under a deal which can be completely scotched on a moment's notice. The Growers point out that the Second Term Sheet (the second one signed by the Debtor and Scotia), like the first, is riddled with multiple contingencies that completely excuse performance under the term sheet. These contingencies include: (i) Assent of two-thirds of all growers in terms of claim value and one-half the total number of growers; (ii) An unspecified resolution of issues relating to "closed loop supply chain" in a manner satisfactory to CorCapital; (iii) An unspecified resolution of issues relating to title to real property; (iv) The occurrence of no "material adverse event" with respect to the operations of the WTG Business, although it is not at all clear what a material adverse event would be. The Certain Guar Growers are represented by: Andrew R. Seger, Esq. THE SEGER FIRM, P.C. 4825 50th St., Suite A Lubbock, Texas 79401 Phone: (806) 793-1906 Facsimile: (806) 793-1979 E-mail: aseger@thesegerfirm.com - and - Dustin Burrows, Esq. Rion Sanford, Esq. Jennifer Workman, Esq. McCLESKEY HARRIGER BRAZILL & GRAF, LLP P.O. Box 6170 Lubbock Texas, 79401 Phone: (806) 687-0630 Facsimile: (806) 796-7365 E-mail: dustinburrows@mhbg.com - and - Fernando M. Bustos, Esq. Aaron M. Pier, Esq. Megan Davis, Esq. BUSTOS LAW FIRM, P.C. P.O. Box 1980 Lubbock, Texas 79408 Phone: (806) 780-3976 Facsimile: (806) 780-3800 E-mail: fbustos@bustoslawfirm.com - and - Craig A. Stokes, Esq. STOKES LAW OFFICE LLP 3330 Oakwell Court, Suite 225 San Antonio, TX 78218 Telephone (210) 804-0011 Facsimile (210) 822-2595 E-mail: cstokes@stokeslawoffice.com About West Texas Guar Representatives of 24 farms filed an involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on March 14, 2014, against West Texas Guar Inc. The farmers claim they are owed nearly $4 million for seed they've delivered on the 2013 harvest but haven't been paid for. Guar is a seed crop that has a variety of uses in human and animal food production, textiles and fracking for oil and gas wells. Judge Robert L. Jones oversees the case. The farmers are represented by R. Byrn Bass, Jr., Esq., Attorney at Law. WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon, Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in Dallas, Texas. WTG and Scopia Windmill Fund LP filed a Joint Plan of Reorganization and Disclosure Statement on August 25, 2014. The Disclosure Statement hearing is currently scheduled for September 24, 2014. ZOGENIX INC: To Enforce Zohydro Intellectual Rights --------------------------------------------------- Zogenix, Inc., disclosed with the U.S. Securities and Exchange Commission that it received a paragraph IV certification from Alvogen Pine Brook, Inc., advising Zogenix of the filing of an Abbreviated New Drug Application with the U.S. Food and Drug Administration for a generic version of Zohydro(R) ER (hydrocodone bitartrate) Extended-Release Capsules, CII. The certification notice alleges that the two U.S. patents listed in the FDA's Orange Book for Zohydro ER, with an expiration date in November 2019, will not be infringed by Alvogen's proposed product, are invalid or are unenforceable. Zogenix and its licensor are evaluating the paragraph IV certification and intend to vigorously enforce the intellectual property rights relating to Zohydro ER. Zohydro ER was granted exclusivity by the FDA through October 2016; Zogenix submitted a supplemental New Drug Application for the next-generation capsule formulation of Zohydro ER on Sept. 30, 2014. The parties have 45 days from the receipt of the paragraph IV certification to commence a patent infringement lawsuit against Alvogen that would automatically stay, or bar, the FDA from approving Alvogen's ANDA for 30 months or until a district court decision that is adverse to the asserted patents, whichever is earlier. About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Zogenix reported a net loss of $80.85 million in 2013, as compared with a net loss of $47.38 million in 2012. The Company's balance sheet at June 30, 2014, the Company had $133.29 million in total assets, $64.98 million in total liabilities and $68.31 million in total stockholders' equity. Ernst & Young LLP, 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's recurring losses from operations and lack of sufficient working capital raise substantial doubt about its ability to continue as a going concern. WPCS INTERNATIONAL: Closes Sale of Seattle Operations for $2.1MM ---------------------------------------------------------------- WPCS International Incorporated disclosed that on Sept. 30, 2014, it completed the sale of substantially all of the assets of WPCS International - Seattle, Inc., to EC Company, an Oregon-based electrical contracting company. Sebastian Giordano, Interim CEO of WPCS, commented, "After having successfully disposed of our two unprofitable operations in Australia and Trenton, the sale of our Seattle Operations provides vital cash for the Company as we continue our restructuring efforts." The Company sold substantially all of the assets of the Seattle Operations to EC for an all-cash purchase price of approximately $2,120,000. The final purchase price is subject to adjustment based on the net tangible asset value of the Seattle Operations as of Sept. 30, 2014. Prior to closing, the parties agreed that the closing NTAV of the Seattle Operations was approximately $1,870,000. The Company received approximately $1,460,000 in cash, while approximately $410,000 was held in escrow for the payment of certain payroll liabilities. In addition, 90 days from the closing date, the Company could receive the remaining $250,000, which is also currently being held in escrow, dependent upon the final NATV calculation. Mr. Giordano continued, "Transactionally, we are now focused on selling our China joint venture interest, which would bring additional working capital into the Company, as we continue to manage our profitable Suisun operations, develop our digital currency business and work towards successfully completing our restructuring." Hudson Bay Exchange Agreement On Sept. 30, 2014, the Board of Directors of WPCS International approved the filing of and filed with the Secretary of State of the State of Delaware a Certificate of Designations, Preferences and Rights of Series F Convertible Preferred Stock and a Certificate of Designations, Preferences and Rights of Series G Convertible Preferred Stock. On Sept. 30, 2014, the Company entered into an Amendment, Waiver and Exchange Agreement with Hudson Bay Master Fund Ltd., a holder of outstanding notes, warrants and preferred stock of the Company previously purchased through a Securities Purchase Agreement dated Dec. 4, 2012, an Amendment, Waiver and Exchange Agreement, dated Oct. 25, 2013, and a Securities Purchase Agreement dated Dec. 17, 2013, as amended. Pursuant to the 2012 SPA, Hudson Bay purchased (i) a senior secured convertible note, which as of the Closing Date, had an outstanding principal amount of $145,362, which is convertible into shares of the Company's common stock, $0.0001 par value per share and (ii) a warrant, which as of the Closing Date, allowed Hudson Bay to purchase 710,248 shares of Common Stock. Pursuant to the 2013 Amendment, Hudson Bay acquired a warrant, which as of the Closing Date, allowed Hudson Bay to purchase 61,760 shares of Common Stock. Pursuant to the 2013 SPA, Hudson Bay purchased (i) shares of series E convertible preferred stock, which as of the Closing Date, 794 were owned by Hudson Bay and are convertible into shares of Common Stock and (ii) a warrant, which as of the Closing Date, allowed Hudson Bay to purchase 488,603 shares of Common Stock. Pursuant to the Exchange Agreement, Hudson Bay exchanged (i) the 2012 Note for 5,628 shares of newly designated series F convertible preferred stock, par value $0.001; (ii) the Series E Preferred Stock for a promissory note in a principal amount of $794,000 and 1,060 shares of series G convertible preferred stock, par value $0.001; and (iii) the Warrants for 1,028 shares of Series G Preferred Stock. The Series F Preferred Stock and Series G Preferred Stock were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The 2014 Note matures on Sept. 30, 2015, and accrues no interest. Upon and during an event of default, the Note will accrue interest daily at a rate of 25%, compounding monthly. The Company has the right to redeem the 2014 Note at any time. If the 2014 Note is not repaid prior to Oct. 5, 2015, the Company will be obligated to pay an additional 25% redemption premium. In addition, if the Company sells any securities, then the Company will redeem 17% of the 2014 Note with the net proceeds of that offering. Upon an event of default, Hudson Bay has the right to require the Company to redeem the 2014 Note, with a 25% redemption premium upon the occurrence of certain events of default. Seattle Escrow Agreement In connection with the sale of the substantially all of the assets of WPCS International-Seattle, Inc., the Company, EC Company and Sichenzia Ross Friedman Ference LLP entered into an escrow agreement governing the terms of release of funds deposited in escrow. 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. * Equity Generated During Chapter 13 Goes to Bankrupts ------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. District Judge Curtis L. Collier in Knoxville, Tennessee, ruled that equity created in a home during an ultimately unsuccessful Chapter 13 belongs to the bankrupt individuals, not the Chapter 7 trustee. According to the report, Judge Collier upheld a bankruptcy judge, finding that Section 348(f) of the Bankruptcy Code was dispositive, adding that the statute encourages individuals to use Chapter 13 by assuring them that equity gained during Chapter 13 won't go to the Chapter 7 trustee on conversion. The case is In re Hodges, 13-cv-361, U.S. District Court, Eastern District Tennessee (Knoxville). * Involuntary Petitioner Beats Most of Bad-Faith Award ------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. District Judge Cecilia M. Altanoga in Miami set aside most of the $6.1 million in compensatory and punitive damages against creditors for filing an involuntary bankruptcy petition in bad faith, leaving $360,000 for emotional distress. According to the report, Judge Altonaga said the evidence justified the jury's findings of bad faith, but there wasn't enough to support punitive damages because nothing showed intentional malice or conduct that was "particularly egregious or reprehensible." The case is Rosenberg v. DVI Receivables XIV LLC, 12-cv-22275, U.S. District Court, Southern District Florida (Miami). * Judge Denies Bankruptcy Protection to Denver Marijuana Business ----------------------------------------------------------------- Tom McGhee, writing for The Denver Post, reported that U.S. Bankruptcy Judge Howard Tallman in Denver has dismissed the case of a Denver marijuana business owner, saying that although his activities are legal under Colorado law, he is violating the federal Controlled Substances Act. According to the report, in dismissing the case, Judge Tallman said he realizes the "result is devastating for the debtor." * Mich. Single-Biz Tax Can't Be Cut in Ch. 11, Court Says --------------------------------------------------------- Law360 reported that the State of Michigan Court of Appeals in a case of first impression affirmed that the Michigan single- business tax is an excise tax and not dischargeable under Chapter 11 of the Bankruptcy Code. According to the report, in a published decision, the court affirmed the Michigan Tax Tribunal's judgment that petitioner Paul A. Henderson of Florida was liable for more than $72,000 in single-business taxes and interest as a corporate officer of Jefferson Beach Properties LLC even though his debts were discharged in bankruptcy court. * Carlton Fields Expands Los Angeles Practice with 4 Attorneys -------------------------------------------------------------- Carlton Fields Jorden Burt continues its growth in California with the addition of four new attorneys in its Los Angeles office. Thomas H. Godwin joins as a shareholder bringing with him Valerie D. Escalante and Kate S. Shin. Additionally, Jee H. Lee joins the firm from his clerkship with the United States District Court. All four attorneys practice in the Business Litigation section of the firm's National Trial Practice Group. "Tom is a successful and accomplished trial lawyer, with business jury verdicts under his belt," said Mark Neubauer, Carlton Fields Jorden Burt's Los Angeles Office Managing Shareholder. "All of these lawyers are part of the continued growth of the Carlton Fields Jorden Burt's California office, which was established only earlier this year." Godwin's national practice focuses on helping clients resolve high-stakes litigation issues throughout all stages of litigation, including pre-litigation and appeals. He combines strategic thinking with thorough legal analysis to meet the specific needs of clients' cases and business concerns. His practice includes class action defense, business disputes, entertainment disputes, IP disputes, unfair competition disputes, merger disputes, real estate disputes, and involuntary dissolution proceedings for business entities. He also has experience handling administrative law, regulatory actions, securities law, and products liability. "I'm eager to work with my new colleagues at Carlton Fields Jorden Burt," said Godwin. "The firm has a strong culture for collaboration and best-in-class client service, and I look forward to building my practice at this elite institution." Godwin is admitted to practice in California; the U.S. District Court, Central District of California; New York; and the U.S. District Court, Southern District of New York. His past experience includes working in a boutique law firm environment for three years and working as a litigator for two AmLaw 100 firms. He obtained his J.D. and an LL.M. in International and Comparative Law from Duke Law, and he received his B.A. from the University of Virginia. Mr. Goodwin may be reached at: Thomas H. Godwin, Esq. CARLTON FIELDS JORDEN BURT 2000 Avenue of the Stars Suite 530, North Tower Los Angeles, CA 90067-4707 Tel: (310) 843-6308 Fax: (310) 843-6301 E-mail: tgodwin@cfjblaw.com Escalante's experience includes litigating sophisticated business contract disputes, complex commercial and construction matters, and corporate bankruptcy. She has also represented clients in lawsuits involving fair housing law, federal civil rights, constitutional law, and torts. Escalante represents both businesses and private individuals. She is highly versed in complex litigation matters including managing electronic discovery, handling social media related issues, and addressing choice of law matters. She received her J.D. from Cornell Law School along with an L.L.M. in International and Comparative Law. While in law school she served as a law clerk for the Honorable Judge Terry Hatter in the Central District of California and she was an extern for the U.S. Attorney's Office, Los Angeles, Civil Division. She received her B.A., with distinction, from the University of California, Berkeley. Escalante is conversational in Portuguese and Spanish. Ms. Escalante may be reached at: Valerie D. Escalante, Esq. CARLTON FIELDS JORDEN BURT 2000 Avenue of the Stars Suite 530, North Tower Los Angeles, CA 90067-4707 Tel: (310) 843-6316 Fax: (310) 843-6301 Email: vescalante@cfjblaw.com Lee will practice in both state and federal court, as part of Carlton Fields Jorden Burt's National Trial Practice Group. He has served as a judicial law clerk to the Honorable J. Spencer Letts in the U.S. District Court for the Central District of California. He has also served as an extern law clerk to the Honorable Consuelo B. Marshall in the Central District of California and two judges in the state court. Lee received his J.D. from Lewis and Clark Law School and his B.A. from the University of California, Los Angeles. He is a former United States Army Reserve Sergeant/E5. He is fluent in Korean and Spanish. Mr. Lee may be reached at: Jee H. Lee, Esq. CARLTON FIELDS JORDEN BURT 2000 Avenue of the Stars Suite 530, North Tower Los Angeles, CA 90067-4707 Tel: (310) 843-6314 Fax: (310) 843-6301 Email: jlee@cfjblaw.com Shin practices in the areas of commercial litigation, real property disputes, business transactions, and bankruptcy. Her litigation experience includes representation of business owners in connection with contractual disputes and unfair business practice claims, and representation of property owners in wrongful foreclosure cases and disputes over property insurance claims. Shin is deeply involved in the local Korean-American communities in Los Angeles. She is a first-generation immigrant to the U.S. She is fluent in Korean, having attended the University of Ulsan, South Korea, before her relocation to the U.S. Shin received her J.D. from Pepperdine University School of Law and she received a dual B.A., summa cum laude, from the University of California, Los Angeles. Mr. Shin may be reached at: Kate S. Shin, Esq. CARLTON FIELDS JORDEN BURT 2000 Avenue of the Stars Suite 530, North Tower Los Angeles, CA 90067-4707 Tel: (310) 843-6318 Fax: (310) 843-6301 Email: kshin@cfjblaw.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 5.5 (5.8) (4.8) ADVANCED CELL TE ACTC US 5.5 (5.8) (4.8) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVANCED EMISSIO ADES US 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 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 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 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 9AC GR 3,685.9 (396.1) 689.3 AMC NETWORKS-A AMCX US 3,685.9 (396.1) 689.3 AMC NETWORKS-A AMCX* MM 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 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 ASTERIAS BIO ASTY US 1.9 (5.1) (6.7) AUTOZONE INC AZ5 GR 7,371.8 (1,808.2) (1,016.1) AUTOZONE INC AZ5 TH 7,371.8 (1,808.2) (1,016.1) AUTOZONE INC AZOEUR EU 7,371.8 (1,808.2) (1,016.1) AUTOZONE INC AZO US 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 DOO CN 1,895.9 (44.8) 133.6 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 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 CVC US 6,701.1 (5,133.2) 338.4 CABLEVISION SY-A CVY GR 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 C08 GR 27,069.4 (2,578.4) 1,716.6 CAESARS ENTERTAI CZR US 27,069.4 (2,578.4) 1,716.6 CALLIDUS CAPITAL 28K GR 444.5 (4.3) - CALLIDUS CAPITAL CBL CN 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 CHH US 628.4 (412.5) 184.3 CHOICE HOTELS CZH GR 628.4 (412.5) 184.3 CIENA CORP CIE1 TH 2,100.4 (45.2) 889.3 CIENA CORP CIE1 GR 2,100.4 (45.2) 889.3 CIENA CORP CIEN TE 2,100.4 (45.2) 889.3 CIENA CORP CIEN US 2,100.4 (45.2) 889.3 CINCINNATI BELL CBB US 2,176.9 (556.0) 337.7 CIVITAS SOLUTION 1CI GR 1,031.5 (62.0) 66.1 CIVITAS SOLUTION CIVI US 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 DE8 GR 284.2 (0.0) (21.5) DENNY'S CORP DENN US 284.2 (0.0) (21.5) DERMIRA DERM US 16.5 (2.2) 3.9 DEX MEDIA INC DXM US 2,084.0 (864.0) 139.0 DIRECTV DTVEUR EU 22,126.0 (6,127.0) (624.0) DIRECTV DTV CI 22,126.0 (6,127.0) (624.0) DIRECTV DTV US 22,126.0 (6,127.0) (624.0) DIRECTV DIG1 GR 22,126.0 (6,127.0) (624.0) DOMINO'S PIZZA EZV TH 495.7 (1,289.7) 105.0 DOMINO'S PIZZA EZV GR 495.7 (1,289.7) 105.0 DOMINO'S PIZZA DPZ US 495.7 (1,289.7) 105.0 DUN & BRADSTREET DB5 GR 1,773.4 (1,077.1) (60.3) DUN & BRADSTREET DNB US 1,773.4 (1,077.1) (60.3) EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 EMPIRE RESORTS I LHC1 GR 46.1 (9.5) (7.2) EMPIRE RESORTS I NYNY US 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 FRP US 1,524.8 (360.6) 20.9 FAIRPOINT COMMUN FONN GR 1,524.8 (360.6) 20.9 FERRELLGAS-LP FGP US 1,589.9 (88.9) 89.0 FERRELLGAS-LP FEG GR 1,589.9 (88.9) 89.0 FMSA HOLDINGS IN FMSA US 1,375.5 (82.0) 232.3 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 FREESCALE SEMICO 1FS GR 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 GCY TH 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 GOD GR 29.9 (4.2) 9.9 GOLD RESERVE INC GDRZF US 29.9 (4.2) 9.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 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 HCA HOLDINGS INC HCA US 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 HLFEUR EU 2,435.7 (404.1) 552.4 HERBALIFE LTD HLF US 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 IMPR US 35.6 (4.3) (10.8) IMPRIVATA INC I62 GR 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 US 1,511.6 (169.0) 230.1 JUST ENERGY GROU JE CN 1,511.6 (169.0) 230.1 KINAXIS INC KXS CN 44.6 (70.4) (6.4) KINAXIS INC KXSCF US 44.6 (70.4) (6.4) KINAXIS INC 9KX GR 44.6 (70.4) (6.4) L BRANDS INC LTD GR 6,870.0 (503.0) 1,119.0 L BRANDS INC LTD TH 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 LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 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 MNKD US 236.3 (46.4) (74.3) MANNKIND CORP NNF1 GR 236.3 (46.4) (74.3) MANNKIND CORP NNF1 TH 236.3 (46.4) (74.3) MARRIOTT INTL-A MAQ TH 6,830.0 (1,720.0) (1,153.0) MARRIOTT INTL-A MAQ GR 6,830.0 (1,720.0) (1,153.0) MARRIOTT INTL-A MAR US 6,830.0 (1,720.0) (1,153.0) MDC PARTNERS-A MDZ/A CN 1,685.0 (87.5) (228.9) MDC PARTNERS-A MDCA US 1,685.0 (87.5) (228.9) MDC PARTNERS-A MD7A GR 1,685.0 (87.5) (228.9) MERITOR INC MTOR US 2,810.0 (527.0) 373.0 MERITOR INC AID1 GR 2,810.0 (527.0) 373.0 MERRIMACK PHARMA MACK US 129.8 (77.1) 13.0 MERRIMACK PHARMA MP6 GR 129.8 (77.1) 13.0 MICHAELS COS INC MIK US 1,716.0 (2,734.0) 493.0 MICHAELS COS INC MIM GR 1,716.0 (2,734.0) 493.0 MONEYGRAM INTERN MGI US 4,784.5 (142.0) 119.2 MORGANS HOTEL GR MHGC US 684.8 (211.2) 124.9 MORGANS HOTEL GR M1U GR 684.8 (211.2) 124.9 MOXIAN CHINA INC MOXC US 4.9 (1.2) (4.0) 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 IHR GR 7,702.0 (4,046.0) 1,126.0 NAVISTAR INTL NAV US 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) NYMOX PHARMACEUT NYMX US 0.8 (5.8) (4.0) OMEROS CORP OMER US 41.0 (10.6) 26.8 OMEROS CORP 3O8 GR 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 4I1 GR 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 PM US 36,325.0 (7,847.0) 1,130.0 PHILIP MORRIS IN PM FP 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 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 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 PGEM US 1,096.8 (91.4) 217.3 PLY GEM HOLDINGS PG6 GR 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 QDZ GR 445.6 (35.6) 115.6 QUALITY DISTRIBU QLTY US 445.6 (35.6) 115.6 QUINTILES TRANSN QTS GR 2,978.6 (621.6) 511.6 QUINTILES TRANSN Q US 2,978.6 (621.6) 511.6 RADNET INC PQIA GR 738.4 (2.8) 60.7 RADNET INC RDNT US 738.4 (2.8) 60.7 RAYONIER ADV RYAM US 1,225.0 (38.8) 136.3 RAYONIER ADV RYQ GR 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 REV US 1,938.7 (571.8) 275.3 REVLON INC-A RVL1 GR 1,938.7 (571.8) 275.3 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 RITE AID CORP RAD US 6,959.3 (1,906.5) 1,783.1 ROCKWELL MEDICAL RWM GR 25.9 (3.9) 6.4 ROCKWELL MEDICAL RMTI US 25.9 (3.9) 6.4 ROCKWELL MEDICAL RWM TH 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 RYI US 2,001.1 (108.5) 734.8 RYERSON HOLDING 7RY GR 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 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 XSR CN 409.2 (78.8) (157.0) SIRIUS XM CANADA SIICF US 409.2 (78.8) (157.0) SPORTSMAN'S WARE 06S GR 292.3 (44.5) 76.1 SPORTSMAN'S WARE SPWH US 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 SJ1 GR 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 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 TDG US 6,711.0 (1,591.5) 1,073.0 TRANSDIGM GROUP T7D GR 6,711.0 (1,591.5) 1,073.0 TRAVELPORT WORLD 1TW GR 3,016.0 (1,069.0) (262.0) TRAVELPORT WORLD 1TW TH 3,016.0 (1,069.0) (262.0) TRAVELPORT WORLD TVPT US 3,016.0 (1,069.0) (262.0) 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 TN3 TH 1,333.0 (36.7) 70.3 TRINET GROUP INC TNET US 1,333.0 (36.7) 70.3 TRUPANION INC TRUP US 48.8 (7.3) 3.8 TRUPANION INC TPW GR 48.8 (7.3) 3.8 ULTRA PETROLEUM UPM GR 2,958.1 (123.5) (352.9) ULTRA PETROLEUM UPL US 2,958.1 (123.5) (352.9) ULTRA PETROLEUM UPLEUR EU 2,958.1 (123.5) (352.9) UNISYS CORP UISCHF EU 2,336.1 (628.5) 369.7 UNISYS CORP UIS US 2,336.1 (628.5) 369.7 UNISYS CORP USY1 TH 2,336.1 (628.5) 369.7 UNISYS CORP UIS1 SW 2,336.1 (628.5) 369.7 UNISYS CORP USY1 GR 2,336.1 (628.5) 369.7 UNISYS CORP UISEUR EU 2,336.1 (628.5) 369.7 VECTOR GROUP LTD VGR GR 1,642.7 (31.1) 560.0 VECTOR GROUP LTD VGR US 1,642.7 (31.1) 560.0 VECTOR GROUP LTD VGR QT 1,642.7 (31.1) 560.0 VENOCO INC VQ US 736.8 (139.5) (777.3) VERISIGN INC VRS TH 2,322.6 (632.9) (246.0) VERISIGN INC VRSN US 2,322.6 (632.9) (246.0) VERISIGN INC VRS GR 2,322.6 (632.9) (246.0) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WTW US 1,526.4 (1,397.9) 13.8 WEIGHT WATCHERS WW6 GR 1,526.4 (1,397.9) 13.8 WEIGHT WATCHERS WW6 TH 1,526.4 (1,397.9) 13.8 WEIGHT WATCHERS WTWEUR EU 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 WLB US 1,583.7 (260.6) 50.8 WESTMORELAND COA WME GR 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 US 89.9 (7.6) 45.9 XOMA CORP XOMA TH 89.9 (7.6) 45.9 XOMA CORP XOMA GR 89.9 (7.6) 45.9 YRC WORLDWIDE IN YRCW US 2,179.5 (362.4) 201.2 YRC WORLDWIDE IN YEL1 GR 2,179.5 (362.4) 201.2 YRC WORLDWIDE IN YEL1 TH 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 ***