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/raid1/www/Hosts/bankrupt/TCR_Public/141024.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, October 24, 2014, Vol. 18, No. 296 Headlines 38 STUDIOS: Bankruptcy Trustee Wants Corso to Return Payments ADVANCED MICRO: S&P Revises Outlook to Negative & Affirms 'B' CCR AEMETIS INC: Union Engineering to Construct Liquid CO2 Facility ALLEGION PUBLIC: Moody's Assigns Ba1 Corporate Family Rating AMERICAN AIRLINES: Pilots Can't Challenge CBA Ruling, Judge Says AMERICAN COMMERCE: Reports $98K Net Loss for Aug. 31 Quarter AMERICAN INT'L: Trial Turns to Whether US or CEO Is in Charge ARAMID ENTERTAINMENT: Firm Escapes $590M Movie Loan Suit ARAMID ENTERTAINMENT: Payments to JVLs Okayed by U.S. Court ARAMID ENTERTAINMENT: Nov. 10 Fixed as General Claims Bar Date ARCHDIOCESE OF ST. PAUL-MINNEAPOLIS: Bankruptcy May Be Solution ASARCO LLC: Reserve Bank of India Approves Sesa Remittance ASSOCIATED WHOLESALERS: Gets Nod for Executive Bonus Plan ASSOCIATED WHOLESALERS: Incentive Plan for 15 Employees Approved ATLS ACQUISITION: Nov. 11 Auction for Most of Assets Set ATLS ACQUISITION: Court OKs Quick Sale of LMSP Pharmacy Assets AURA SYSTEMS: Amends Aug. 31 Quarter Report AUXILIUM PHARMACEUTICALS: FDA Approves sBLA for XIAFLEX BERGENFIELD SENIOR: Court Closes Chapter 11 Case; Report Okayed BIOFUEL ENERGY: Incurs $681,000 Net Loss in Third Quarter BLACKSANDS PETROLEUM: Establishes New 1.7MM Series C Pref. Stock BLOCK COMMUNICATIONS: S&P Lowers Unsecured Debt Rating to 'B+' BLUE RIBBON: Moody's Assigns B2 Corporate Family Rating BLUEJAY PROPERTIES: Case Dismissed, to Pay Quarterly Payments BOISE COUNTY SCHOOL: Moody's Cuts Rating on 2010 GO Bonds to Ba2 BROADWAY FINANCIAL: Issues 8.8 Million Common Shares CHINA AUTO: Receives Nasdaq Listing Non-Compliance Notice CHC-CHESTNUT RIDGE: Section 341(a) Meeting Set for Dec. 16 CIVIC PLAZA: Case Summary & 6 Unsecured Creditors COMSTOCK MINING: Has $1.05-Mil. Net Loss in Third Quarter CORINTHIAN COLLEGES: Lenders Hold Off on Defaults Amid Wind-Down CRUNCHIES FOOD: Wants to Sell Substantially All of Assets CUE & LOPEZ: Files First Amendment to Plan of Reorganization CUE & LOPEZ: Oriental Bank Files Objection to Reorganization Plan DETROIT, MI: Save Schools Instead of DIA, Says Citizen DETROIT, MI: Residents Put City's Bankruptcy Plan on Trial DETROIT, MI: Plan-Approval Trial to Wrap Up October 27 EDENOR S.A.: General Extraordinary Meeting Scheduled for Nov. 18 EDISON MISSION: Payouts to Holders of Beneficial Interests Set ENERGY FUTURE: Replies to Objections to Bidding Procedures FINJAN HOLDINGS: Markman Order Entered in Blue Coat Case FURNITURE BRANDS: Former Plant Headed to Auction Block GENAERA CORP: 3rd Circ. Revives Investor Suit Over Asset Sales GARLOCK SEALING: Asbestos Liability Docs Unsealed GENERAL MOTORS: Says Calif. Ignition-Switch Suit Belongs in MDL GLENN POOL: Moody's Lowers Rating on Sr. Secured Notes to Ba1 GLOBAL GEOPHYSICAL: Key Employee Incentive Plan Approved GT ADVANCED: Details of Apple Settlement Not Disclosed GT ADVANCED: In Agreement with Apple on Sapphire Materials HEALTHWAREHOUSE.COM INC: Shareholders Elected 4 Directors HIDILI INDUSTRY: Faces Challenges After Debt Repurchase INTELLICELL BIOSCIENCES: Hires Dawson to Act as Advisor LDK SOLAR: Commences Chapter 11 & Chapter 15 Cases in U.S. Court LEHMAN BROTHERS: Hudson City Bancorp Gets Claim Payment of $2.4MM LIGHTSQUARED INC: GPS Groups Want Quick Dismissal of Falcone Suit LOU PEARLMAN: Backstreet Boys Settle Bankruptcy Claims MASON COPPELL: Plan Confirmation Hearing to Begin on Nov. 24 METALICO INC: Closes Debt Restructuring, Sees Improved Q3 Results MIDTOWN SCOUTS: Edward L. Rothberg Notes Change of Address MILLER AUTO PARTS: Seeks Authority to Sell Assets Free of Liens MILLER AUTO PARTS: Creditors Committee Objects to Sale Motion MUSCLEPHARM CORP: Chief Marketing Officer Quits NATIONAL AIR: Files Chapter 11 Bankruptcy Petition NATIONAL MENTOR: Moody's Raises Corporate Family Rating to B2 NATROL INC: Has Until Jan. 7 to File Notices to Remove Actions NAUTILUS HOLDINGS: Solicitation Period Extended to Mid-January NCL CORP: Moody's Rates New $500MM Term Loan B 'Ba2' NCL CORP: S&P Assigns 'BB+' Rating on $500MM Term Loan B NORTEL NETWORKS: Docs Vital To Rockstar IP Row, Time Warner Says NYTEX ENERGY: Unit Signs $15 Million Loan Agreement OPTIM ENERGY: Oct. 29 Hearing on Manager Incentive Plan Approval PRIME TIME: Has Dec. 15 to Exclusivity Propose Chapter 11 Plan RADNOR HOLDINGS: Skadden Dispute to Stay in Bankruptcy Court RB ENERGY: TSX to De-List Shares Following CCAA Filing REFCO PUBLIC: Plan of Liquidation Declared Effective RESIDENTIAL CAPITAL: Takes Hit In $88M Suit vs. Capital One Unit RESPONSE BIOMEDICAL: Signs $8.8 Million Contract With Joinstar RYNARD PROPERTIES: Nov. 5 Hearing on Approval of Plan Outline SAN BERNARDINO, CA: Bank Wants Plan Filed by March 1 SCOTT CABLE: IRS Wipes Out Secured Debt in Bankruptcy Case SEARS HOLDINGS: OKs Cash Awards to Holders of Unvested Shares SEARS METHODIST: Can Access Lender's Cash Collateral Until Jan. 4 SHILO INN: Not Close to Plan Approval After 1 Year, Says CB&T SIGA TECHNOLOGIES: Taps Paul Weiss as Counsel in PharmAThene Case SIGA TECHNOLOGIES: Hiring AlixPartners as Restructuring Advisors SIGA TECHNOLOGIES: Names Kramer Levin as Corporate Counsel SIMPLEXITY LLC: Fifth Third Defends New Bid for Ch. 7 Conversion SONIFI SOLUTIONS: Creditors Lose Challenge to Restructuring TRUMP ENTERTAINMENT: Levine Wants Allowance of $1.25-Mil. Claim TRUMP ENTERTAINMENT: Files Schedules of Assets and Liabilities US AIRWAYS: Pilots Near Settlement in Lump-Sum Pension Fight W.R. GRACE: Reports Net Income of $74.5 Million in Third Quarter WESTMORELAND COAL: Conference Held to Discuss Business Updates WAVE SYSTEMS: Completes Sale of eSignSystems for $1.2 Million * Berry Spears Enhances Locke Lord's Austin Bankruptcy Team * CFPB Says Bankruptcy Change Could Spur Student Loan Mods * The Deal Unveils Results of Q3 2014 Bankruptcy League Tables * BOOK REVIEW: Landmarks in Medicine - Laity Lectures of the New York Academy of Medicine ********* 38 STUDIOS: Bankruptcy Trustee Wants Corso to Return Payments ------------------------------------------------------------- The Associated Press reported that Jeoffrey Burtch, the trustee appointed in 38 Studios' bankruptcy, is trying to recover payments to Michael Corso, a lawyer related to the failed Providence video- game company. According to the report, the trustee filed a complaint in U.S. Bankruptcy Court saying Corso should not have been paid $232,800 shortly before the company collapsed because 38 Studios was insolvent when the money was paid. 38 Studios LLC, a video-game developer founded by former Boston Red Sox pitcher Curt Schilling, filed for liquidation on June 8, 2012, without attempting to reorganize. Although based in Providence, Rhode Island, the company filed the Chapter 7 petition in Delaware (Case No. 12-11743). ADVANCED MICRO: S&P Revises Outlook to Negative & Affirms 'B' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on Sunnyvale, Calif.-based Advanced Micro Devices Inc. to negative from positive. S&P also affirmed its 'B' corporate credit rating on the company. At the same time, S&P affirmed its 'B' issue-level rating and '3' recovery rating on the company's unsecured debt. The '3' recovery rating reflects S&P's expectation for meaningful (50%-70%) recovery in the event of payment default. "The outlook revision to negative reflects AMD's recently sharpened revenue declines, weak industry conditions and intense competition from Intel in PC markets, and challenges to grow in targeted enterprise, embedded, and semi-custom (EESC) product markets to offset PC business declines," said Standard & Poor's credit analyst John Moore. S&P now expects revenues will decline by about 5% to 15% over 2015, with declining sales in its EESC and PC business lines, in contrast to S&P's prior expectation for overall revenue growth. Revenues could stabilize in 2016, with performance underpinned by two recent semi-custom product wins, recent computing and graphics business wins with Apple Inc., and the company's focus on EESC markets under the leadership of Dr. Lisa Su, appointed CEO on Oct. 8, 2014, just four months after her appointment as COO. However, further declines are possible considering AMD's modest share in PC markets, of about 10% to 15% unit share in desktop and mobile units as of Sept. 30, 2014 according to Mercury estimates. The negative outlook reflects AMD's recently sharpened revenue declines, weak industry conditions and intense competition from Intel in PC markets, and challenges to grow in targeted EESC markets to offset PC business declines. S&P expects AMD's revenue will decline through 2015 as the company embarks on potential growth opportunities in EESC markets in 2016 in order to mitigate revenue declines within PC microprocessor markets and those related to competition from Intel. S&P could lower the rating if AMD's revenue declines significantly below its $5 billion 2015 estimate, if EBITDA margins were to contract significantly below S&P's 10% 2015 estimate, or growth prospects in EESC markets do not materialize as an offset to PC revenue declines. S&P could stabilize the rating if AMD can grow and diversify its EESC businesses, such that it achieves a more stable base to grow revenues and earnings, with less cash flow volatility and free cash flow to debt in the low- to mid-single digits or higher. AEMETIS INC: Union Engineering to Construct Liquid CO2 Facility --------------------------------------------------------------- Aemetis Advanced Products Keyes, Inc., a wholly-owned subsidiary of Aemetis, Inc., entered into an agreement with Denmark-based Union Engineering to design and construct a 300 ton per day capacity (approximately 220 million pounds per year) liquified carbon dioxide (CO2) facility. The facility will liquify the carbon dioxide produced at the Aemetis ethanol biorefinery in Keyes, California at an expected construction cost of approximately $15 million. The additional operating cost of the Liquid CO2 facility will be primarily comprised of electrical power consumption. The Company plans to sell the liquefied carbon dioxide to end users and distributors primarily in the Central Valley of California. Design and engineering work has begun, and liquid CO2 production is expected to begin in the fourth quarter of 2015. About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. Aemetis reported a net loss of $24.43 million on $177.51 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.28 million on $189.04 million of revenues in 2012. The Company's balance sheet at June 30, 2014, showed $95.44 million in total assets, $96.53 million in total liabilities and a $1.08 million total stockholders' deficit. Bankruptcy Warning The Company said in the Annual Report for the year ended Dec. 31, 2013, "The adoptions of new technologies at our ethanol and biodiesel plants, along with working capital, are financed in part through debt facilities. We may need to seek additional financing to continue or grow our operations. However, generally unfavourable credit market conditions may make it difficult to obtain necessary capital or additional debt financing on commercially viable terms or at all. If we are unable to pay our debt we may be forced to delay or cancel capital expenditures, sell assets, restructure our indebtedness, seek additional financing, or file for bankruptcy protection." ALLEGION PUBLIC: Moody's Assigns Ba1 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned a Ba1 Corporate Family Rating, a Ba1-PD Probability of Default Rating, and a Ba1/LGD3 rating to Allegion Public Limited Company's $1,475 million Senior Secured Credit Facility due October 2019. The facility consists of a $500 million Revolver and $975 million Term Loan A. Allegion U.S. Holding Company Inc.'s Senior Unsecured Notes due 2021 were affirmed at Ba2. The rating outlook is stable. As Moody's is rating Allegion Public Company Limited (plc) as the new borrower under the Senior Secured Credit Facility, it is simultaneously withdrawing the ratings for Allegion US Holding Inc., as listed below, relating to the Term Loan A, Term Loan B and Senior Secured Credit Facility, which will happen at the close of the transaction. On October 16, 2014, Allegion announced that it amended and extended its senior credit facility. The amended facility primarily (1) replaced and upsized the Term Loan A; (2) repaid the outstanding Term Loan B facility in its entirety; (3) reduced credit spreads on Term Loan A; and (4) extended the applicable maturities to October 15, 2019. Following is a summary of Moody's rating actions: Allegion plc Assigned Corporate Family Rating at Ba1; Assigned Probability of Default Rating at Ba1-PD; Assigned $500 million Senior Secured Revolver at Ba1 (LGD 3); Assigned $975 million Senior Secured Term Loan A at Ba1 (LGD3); Assigned Speculative Grade Liquidity Rating at SGL-2. Allegion U.S. Holding Company Inc. Affirmed $300 million Senior Unsecured Notes at Ba2 (LGD5); Withdraw Corporate Family Rating at Ba1; Withdraw Probability of Default Rating at Ba1-PD; Withdraw Speculative Grade Liquidity Rating at SGL-2. To be withdrawn $500 million Senior Secured Credit Facility at Ba1(LGD3); To be withdrawn $500 million Senior Secured Term Loan A and B at Ba1(LGD3); The rating outlook remains stable. Ratings Rationale The Ba1 Corporate Family Rating reflects Allegion's modest adjusted debt leverage, ample free cash flow generation, respectable interest coverage, and industry leading EBITDA margins. Additionally, the Ba1 Corporate Family Rating considers expected conservative balance sheet management. Moreover, the rating benefits from positive industry dynamics and somewhat diversified revenue streams by end-market as the company caters to residential, commercial, and institutional (including government) segments. At the same time, the rating is constrained by Allegion's negative tangible net worth, and adjusted debt to capitalization slightly below 100%. Also, as a newly formed entity, the company has limited stand-alone operating history. Furthermore, the rating is negatively impacted by Allegion's customer concentration as Moody's believe the U.S. residential business relies heavily on sales from big box stores. The stable outlook is based on Moody's expectation of steady revenue growth in the 2-4% range over the next 12-18 months, conservative balance sheet management, and a good liquidity profile. Allegion is well-positioned in the Ba1 rating category and a near- term upgrade is unlikely. However, Moody's indicated that the ratings could be upgraded if the company continues to grow its revenue base, market presence, as well as product offerings. Additionally, for the ratings to be upgraded, adjusted debt to EBITDA would have to decline and be maintained below 3.0x and free cash flow to debt above 10%. The ratings could be downgraded if Allegion's adjusted debt leverage increases and is maintained above 4.0x and free cash flow to debt declines below 7%. Additionally, deterioration in competitive position, EBITDA margins, revenue, or liquidity could lead to a ratings downgrade. The principal methodology used in this rating was the Global Manufacturing Companies methodology published in July 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. AMERICAN AIRLINES: Pilots Can't Challenge CBA Ruling, Judge Says ---------------------------------------------------------------- Law360 reported that a New York federal judge refused a challenge to a bankruptcy court's approval of a collective bargaining agreement between American Airlines and a pilots' union that scaled back benefits, finding a group of disgruntled pilots nearing retirement lack the standing to object. According to the report, U.S. District Judge Colleen McMahon said the Bankruptcy Code establishes a central role for a union and a debtor in insolvency proceedings, but not for disaffected groups within the union. About American Airlines AMR Corp. and its subsidiaries including American Airlines filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost- cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so- called U.S. legacy airlines to seek court protection from creditors. It was the third largest airline in the United States at the time of the bankruptcy filing. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. * * * The Troubled Company Reporter, on Sep. 2, 2014, reported that Standard & Poor's Ratings Services revised its rating outlooks on American Airlines Group Inc. (AAG) and its subsidiaries American Airlines Inc. and US Airways Inc. to positive from stable. At the same time, S&P affirmed its ratings on the companies, including the 'B' corporate credit ratings. The TCR, on Sept. 22, 2014, reported that Standard & Poor's Ratings Services assigned its 'A (sf)' issue rating to American Airlines Inc.'s series 2014-1 class A pass-through certificates, which have an expected maturity of Oct. 1, 2026. At the same time, S&P assigned its 'BBB- (sf)' issue rating to the company's series 2014-1 class B pass-through certificates, which have an expected maturity of Oct. 1, 2022. The final legal maturity dates will be 18 months after the expected maturity dates. American Airlines is issuing the certificates under a Rule 415 shelf registration. The TCR, on the same day, reported that Moody's Investors Service assigned a B3 (LGD5) rating to the $500 million of new five year unsecured notes that American Airlines Group Inc. ("AAG") offered for sale earlier. Its subsidiaries, American Airlines, Inc. ("AA"), US Airways Group, Inc. and US Airways, Inc. will guarantee AAG's payment obligations under the indenture on a joint and several basis. Moody's Corporate Family rating of AAG is B1 with a stable outlook. The TCR also reported that Fitch Ratings has assigned a rating of 'B+/RR4' to the $500 million unsecured notes to be issued by American Airlines Group Inc. The Issuer Default Ratings (IDR) for American Airlines Group Inc., American Airlines, Inc., US Airways Group, Inc., and US Airways, Inc. remain unchanged at 'B+' with a Stable Outlook. The TCR, on Oct. 16, 2014, reported that Moody's upgraded its ratings assigned to the Series 2001-1 Enhanced Equipment Trust Certificate ("2001 EETCs") of American Airlines, Inc.: A-tranche to B2 from Caa1, B-tranche to Caa3 from Ca and C-tranche to Caa3 from Ca. Moody's also affirmed all of its other ratings assigned to American Airlines Group Inc. ("AAG"), including the B1 Corporate Family and B1-PD Probability of Default ratings, and of American Airlines, Inc. ("AA") and US Airways Group, Inc. and its subsidiaries, US Airways, Inc. and America West Airlines, Inc. The outlook is stable and the Speculative Grade Liquidity Rating of SGL-1 is unchanged. American Airlines Group Inc. guarantees American Airlines obligations of the 2001 EETCs. AMERICAN COMMERCE: Reports $98K Net Loss for Aug. 31 Quarter ------------------------------------------------------------ American Commerce Solutions, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $98,468 on $474,336 of revenue for the three months ended Aug. 31, 2014, compared to a net loss of $17,573 on $695,174 of revenue for the same period in the prior year. The Company's balance sheet as of Aug. 31, 2014, showed $4.8 million in total assets, $2.99 million in total liabilities and stockholders' deficit of $1.81 million. The Company has incurred substantial operating losses since inception and has used approximately $16,000 of cash in operations for the six months ended Aug. 31, 2014. Additionally, the Company is in default on several notes payable. These factors raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/QfYqhP About American Commerce American Commerce Solutions, Inc., headquartered in Bartow, Florida, is primarily a holding company with one wholly owned subsidiary; International Machine and Welding, Inc., is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment. AMERICAN INT'L: Trial Turns to Whether US or CEO Is in Charge ------------------------------------------------------------- Andrew Zajac and Christie Smythe, writing for Bloomberg News, reported that former American International Group Inc. Chief Executive Officer Edward Liddy will face a key question on the witness stand in a trial over claims shareholders were cheated of at least $25 billion in the insurer's bailout: was he or the government running the show? According to the report, with Liddy beginning his testimony, Starr's lawyer, David Boies, has already confronted witnesses last week with documents to bolster his case that the government illegally took control of the company rather than acting as a detached steward. As previously reported by The Troubled Company Reporter, citing The Wall Street Journal, Maurice R. "Hank" Greenberg, who built AIG into a global financial-services powerhouse during nearly 40 years at its helm, is challenging the historic 2008 government bailout of the company and has asked a federal judge to rule that the government coerced AIG's board into harsh terms, allegedly cheating shareholders including Mr. Greenberg in the process. The case is Starr International Co. v. U.S., 11-cv-00779, U.S. Court of Federal Claims (Washington). About AIG With corporate headquarters in New York, American International Group, Inc., is an international insurance company, serving customers in more than 130 countries. AIG companies serve commercial, institutional and individual customers through property-casualty networks of any insurer. In addition, AIG companies are providers of life insurance and retirement services. At the height of the 2008 financial crisis, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage-backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG sold off a number of its businesses and other assets to pay down loans received from the U.S. government. ARAMID ENTERTAINMENT: Firm Escapes $590M Movie Loan Suit -------------------------------------------------------- Law360 reported that U.S. District Judge Peter G. Sheridan in New Jersey dismissed a Los Angeles firm, since acquired by Venable LLP, from a suit over $590 million in movie financing, agreeing the absolute litigation privilege shields the firm from claims it aided and abetted a client's fraudulent activity. According to the report, Judge Sheridan dismissed claims against attorney Alex Weingarten and Weingarten Brown LLP, the Los Angeles-based boutique firm Weingarten managed prior to Venable's acquisition in July. Weingarten formerly represented film financier David Bergstein, the report related. The case is GRANGE CONSULTING GROUP et al v. BERGSTEIN et al., Case No. 3:13-cv-06768 (D.N.J.). About Aramid Entertainment Aramid Entertainment Fund Limited has been engaged in the business of providing short and medium term liquidity to producers and distributors of film, television and other media and entertainment content by way of loans and equity investments. On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic Partners (Cayman) Limited were appointed under Cayman law as the joint voluntary liquidators of AEF and two affiliates. On June 13, 2014, the JVLs authorized AEF and two affiliates to file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11802) in Manhattan on June 13, 2014. The Debtors have tapped Reed Smith, LLP, in New York, as counsel and Kinetic Partners (Cayman) Limited as crisis managers. AEF estimated at least $100 million in assets and between $10 million to $50 million in liabilities. ARAMID ENTERTAINMENT: Payments to JVLs Okayed by U.S. Court ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has authorized Aramid Entertainment Fund Limited, et al., to employ and compensate Geoffrey Varga and Jess Shakespeare as joint voluntary liquidators ("JVLs"), nunc pro tunc to the Petition Date. To the best of the Debtors' knowledge, the JVLs are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. Additionally, the Debtors are authorized to employ and compensate Kinetic Partners (Cayman) Limited for the necessary support services of all other individuals supporting the JVLs in their efforts performed prior to Nov. 1, 2014; provided, however, that the fee cap in respect of voluntary liquidation in the engagement letter will not be applicable to the engagements. For periods from and after Nov. 1, 2014, only the JVLs will be employed pursuant to the terms of the order, provided that the JVLs may seek a further order of the Court approving employment of a firm unaffiliated with them to provide services similar to those performed by Kinetic until Nov. 1, 2014. About Aramid Entertainment Aramid Entertainment Fund Limited has been engaged in the business of providing short and medium term liquidity to producers and distributors of film, television and other media and entertainment content by way of loans and equity investments. On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic Partners (Cayman) Limited were appointed under Cayman law as the joint voluntary liquidators of AEF and two affiliates. On June 13, 2014, the JVLs authorized AEF and two affiliates to file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11802) in Manhattan on June 13, 2014. The Debtors have tapped Reed Smith, LLP, in New York, as counsel and Kinetic Partners (Cayman) Limited as crisis managers. AEF estimated at least $100 million in assets and between $10 million to $50 million in liabilities. ARAMID ENTERTAINMENT: Nov. 10 Fixed as General Claims Bar Date -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York established Nov. 10, 2014, as the deadline for any individual or entity to file proofs of claim against Aramid Entertainment Fund Limited, et al. Proofs of claim filed by governmental units are due Dec. 31. Proofs of claim must be filed electronically on the Courts Case Management/Electronic Case File system. Those without access to the CM/ECF system may file their proofs of claim by mailing or delivering the original proof of claim by hand to: The U.S. Bankruptcy Court Southern District of New York One Bowling Green, Room 534 New York, NY 10004-1408 About Aramid Entertainment Aramid Entertainment Fund Limited has been engaged in the business of providing short and medium term liquidity to producers and distributors of film, television and other media and entertainment content by way of loans and equity investments. On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic Partners (Cayman) Limited were appointed under Cayman law as the joint voluntary liquidators of AEF and two affiliates. On June 13, 2014, the JVLs authorized AEF and two affiliates to file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11802) in Manhattan on June 13, 2014. The Debtors have tapped Reed Smith, LLP, in New York, as counsel and Kinetic Partners (Cayman) Limited as crisis managers. AEF estimated at least $100 million in assets and between $10 million to $50 million in liabilities. ARCHDIOCESE OF ST. PAUL-MINNEAPOLIS: Bankruptcy May Be Solution --------------------------------------------------------------- Kate Raddatz, writing for CBS Minnesota, reported that the Archdiocese of St. Paul-Minneapolis, along with the Diocese of Winona, said they were considering all options to pay for the settlement in clergy sex abuse lawsuits, including bankruptcy. According to the report, experts say if their insurance doesn't step up to cover the payment of the settlement, it could be very likely they will file for bankruptcy. ASARCO LLC: Reserve Bank of India Approves Sesa Remittance ---------------------------------------------------------- Sesa Sterlite Limited on Oct. 22 disclosed that it has received the necessary approval from Reserve Bank of India for remittance of US$82.75 million to Asarco LLC in order to satisfy the Judgment of the US Bankruptcy Court. Subsequently, pursuant to a settlement agreement entered on Oct 17, 2014 between the parties, the Company has paid the approved amount to Asarco LLC and the parties have settled all their claims against each other in this matter. Accordingly, all pending appeals have been withdrawn by the parties, all enforcement actions have been terminated by Asarco LLC and the Turnover Order has been vacated by the US Bankruptcy Court. The Company had already recognized the Judgment amount of US$82.75 million as expenses and as liability in FY2012. With the aforesaid settlement, any issues pertaining to payment of dividend to eligible ADR holders has been resolved. About Sesa Sterlite Limited Sesa Sterlite Limited is one of the world's largest diversified natural resources companies. Our business primarily involves exploring, extracting and processing minerals and oil & gas. The Company produces oil & gas, zinc, lead, silver, copper, iron ore, aluminium and commercial power and have a presence across India, South Africa, Namibia, Ireland, Australia, Liberia and Sri Lanka. Sesa Sterlite has a strong position in emerging markets with over 80% of its revenues from India, China, East Asia, Africa and the Middle East. Sustainability is at the core of Sesa Sterlite's strategy, with a strong focus on health, safety and environment and on enhancing the lives of local communities. Sesa Sterlite is a subsidiary of Vedanta Resources plc, a London- listed company. Sesa Sterlite is listed on the Bombay Stock Exchange and the National Stock Exchange in India and has ADRs listed on the New York Stock Exchange. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 05-21207) on Aug. 9, 2005. Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On Dec. 9, 2009, Asarco Incorporated and Americas Mining Corporation's Seventh Amended Plan of Reorganization for the Debtors became effective and the ASARCO Asbestos Personal Injury Settlement Trust was created and funded with nearly $1 billion in assets, including more than $650 million in cash plus a $280 million secured note from Reorganized ASARCO. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated ASARCO LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. ASSOCIATED WHOLESALERS: Gets Nod for Executive Bonus Plan --------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Kevin J. Carey in Wilmington, Del., authorized Associated Wholesalers Inc. to implement a bonus plan that could pay executives more than $500,000, finding the food cooperative's program was incentive- based and modest in size. According to the report, Judge Carey approved AWI's recently modified plan at a hearing in Wilmington, saying the bonus plan is appropriate since the 14 participants are performing additional duties and the first trigger -- a completed sale -- is not a foregone conclusion. As previously reported by The Troubled Company Reporter, citing Law360, the U.S. Trustee took issue with AWI's proposed bonuses, saying the incentive plans are pay-to-stay arrangements, with one of them compensating senior executives for simply being present when a sale closes. The U.S. Trustee, along with several Teamsters unions and the Local 11 Pension, argued that AWI's sale incentive plan and budget incentive plan -- which could cover up to 15 of the debtors directors, managers and officers -- don't pass muster under the Bankruptcy Code that requires the compensation to be predicated by difficult to reach goals. 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. ASSOCIATED WHOLESALERS: Incentive Plan for 15 Employees Approved ---------------------------------------------------------------- The Bankruptcy Court authorized and approved AWI Delaware, Inc., et al.'s incentive plan and payments for employees, notwithstanding objections filed by certain parties. Participants may receive incentive payments equal to a certain percentage of their respective salaries if the Debtors close a sale of substantially all of their assets. Participants may also receive incentive payments equal to a certain percentage of their salaries if the Debtors meet or exceed certain financial projections set forth in the DIP Budget. Of the Debtors' 2,200 employees, only 15 insider and non-insider managerial employees will serve as participants in the plan, although not all participants are eligible for a sale incentive payment. The total proposed incentive payments will not exceed $584,252, which is a small fraction of the Debtors' average gross monthly payroll expenses of $10.9 million, and that payout will be reduced if participants fail to satisfy the requirements for earning the sale and/or budget incentive payments. Objections Certain creditors and parties-in-interest had objected to the approval of the incentive plan. The Local 11 Pension Fund, a creditor and party-in-interest, said that the motion failed to explain how the incentive plan provides any value to the estate and failed to meet the requirements of the Bankruptcy Code. The Local 11 Pension Fund is a multiemployer employee pension benefit plan to which the Debtors are obligated to make contributions pursuant to a collective bargaining agreement with Teamsters Industrial and Allied Workers Union Local No. 97 of New Jersey. Teamsters Local Unions Nos. 97, 429, 641, 776, 805 and 863, also objected to the motion, stating that the incentive plan is a disguised retention plan for a small, select group of insider and non-insider employees to remain in the Debtors' employ through the closing of an already-contemplated sale of substantially all of the Debtors' assets. The Plan provides on average nearly $39,000 additional dollars in compensation to already highly compensated employees for a period of 45 days for work they already perform. Roberta A. DeAngelis, U.S. Trustee for Region 3, in her objection, said that the Court must deny the motion because the Debtor has failed to carry its burden under Section 503(c) of establishing that the Plans are incentivizing. The Teamsters are represented by: Susan E. Kaufman, Esq. COOCH AND TAYLOR, P.A. The Brandywine Building 1000 West Street, 10th Floor P.O. Box 1680 Wilmington, DE 19899 Tel: (302) 984-3820 Fax: (302) 984-3939 E-mail: skaufman@coochtaylor.com - and ? Frederick Perillo, Esq. Sara J. Geenen, Esq. THE PREVIANT LAW FIRM, S.C. 1555 North River Center Drive, Suite 202 Milwaukee, WI 53212 Tel: (414) 271-4500 Fax: (414) 271-6308 E-mails: fp@previant.com sjg@previant.com Local 11 Pension Fund is represented by: Kathleen M. Miller, Esq. SMITH KATZENSTEIN JENKINS LLP 800 Delaware Avenue Wilmington, DE 19801 Tel: (302) 652-8400 E-mail: kmiller@skjlaw.com David R. Hock, Esq. COHEN, WEISS AND SIMON LLP 330 West 42nd Street New York, NY 10036-6976 Tel: (212) 563-4100 Fax: (212) 695-5436 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. The Official Committee of Unsecured Creditors tapped to retain Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its co-counsel; and Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as its financial advisors. ATLS ACQUISITION: Nov. 11 Auction for Most of Assets Set -------------------------------------------------------- ATLS Acquisition LLC, f/k/a Liberty Medical Supply Inc., won bankruptcy court approval to launch a sale process where an entity named Liberty Medical Operations Inc. will purchase substantially all of the assets for $46.5 million, absent higher and better offers in an auction. Liberty Medical Operations has agreed to serve as stalking horse bidder, with a deal to buy the assets for $13 million cash and assumed liabilities of $33.5 million, unless outbid at the auction. The stalking bidder will purchase all of the assets except the Debtors' home-delivery pharmacy business line called LMSP Pharmacy, which it intends to sell in a separate transaction. Judge Peter J. Walsh approved bid protections in favor of the stalking horse. In the event the Debtors sell the assets to another party, the Debtors will pay a breakup fee of $1,395,000 and an expense reimbursement not to exceed $500,000 for actual and necessary costs. Judge Walsh has approved bid procedures that provide for this timeline: -- The Debtors will serve a list of contracts to be assumed and assigned to the stalking horse, and contract counterparties have until Nov. 6 at 4:00 p.m. (Eastern Daylight Time) to object to the assumption and the proposed cure amounts; -- Any objections to the sale of the assets will be due Nov. 6, 2014 at 4:00 p.m. (Prevailing Eastern Time); -- Competing bids are due Nov. 7 at 5:00 p.m. (prevailing Eastern Time); -- The Debtors will evaluate the bids and no later than Nov. 10, 2014 at 12:00 p.m. (prevailing Eastern Time), the Debtors will notify all qualified bidders whether the auction will occur; -- In the event that the Debtors receive one or more qualified bids other than the stalking horse purchaser's bid by the bid deadline, an auction will commence Nov. 11, 2014, at 10:00 a.m. (Prevailing Eastern Time). -- A sale approval hearing regarding the acceptance of the successful bid(s) and backup bid(s) will be held Nov. 13 at 2:00 p.m. (Prevailing Eastern Time). The deal with the stalking horse requires a quick sale process. The closing must occur by Dec. 15, 2014. In addition, the Stalking Horse Purchaser may terminate the purchase agreement if (i) no Bid Procedures Order has been entered by the Bankruptcy Court by Oct. 9; (ii) the Bid Procedures Order entered by the Bankruptcy Court sets a deadline for submission of bids for later than Nov. 7; (iii) the Auction has not been held by Nov. 11; or (iv) the Sale Order has not been entered by Nov. 14. 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 ATLS ACQUISITION: Court OKs Quick Sale of LMSP Pharmacy Assets -------------------------------------------------------------- Judge Peter J. Walsh has approved ATLS Acquisition, LLC, et al.'s proposed procedures for the prompt sale of the assets related to their mail order supply pharmacy. As reported in the Oct. 6 edition of the TCR, the Debtors have asked Raymond James & Associates, Inc. to assist them with pursuing a sale of the LMSP Pharmacy Assets. To the extent they are not able to identify a party interested in purchasing the LMSP Pharmacy Assets, the Debtors say they intend to wind-down the LMSP Pharmacy prior to December 3, 2014. The LMSP Pharmacy is an identifiable segment of the Debtors' business that involves the Debtors providing front-end pharmacy services. The Debtors' ability to maintain the LMSP Pharmacy is dependent upon the Contracted Pharmacy Services Agreement by and between Medco Health Solutions, Inc. and Liberty Healthcare Group, Inc. and the Subscription Services Agreement by and between Medco and Liberty Healthcare pursuant to which Medco provides certain services related to the LMSP Pharmacy, including the fulfillment of mail order prescriptions. The Pharmacy Contract expires on Dec. 3, 2014. The Debtors approached Medco about extending the Pharmacy Contract but Medco is unwilling to extend the Pharmacy Contract in the absence of a settlement of all pending issues between the Debtors and Medco. The Debtors also considered entering into a replacement contract with a third-party but the cost and time necessary to migrate the LMSP Pharmacy to a third-party was prohibitive. As a result of the pending expiration of the Pharmacy Contract, the Debtors determined that they would need to begin winding down the LMSP Pharmacy in the near future. Prior to winding down the LMSP Pharmacy, however, the Debtors made the decision to test the market to determine whether a buyer could be found for the assets related to the LMSP Pharmacy. The Debtors, with the assistance of Raymond James, have identified several potential interested parties for the LMSP Pharmacy Assets and developed a teaser to provide to potentially interested parties. If the Debtors are unsuccessful in selling the LMSP Pharmacy Assets, the Debtors intend to wind-down the LMSP Pharmacy prior to Dec. 3, 2014. The Debtors do not intend to market the LMSP Pharmacy Assets past Nov. 28. The Debtors proposed these procedures for the sale of the LMSP Pharmacy Assets: (1) The Debtors would file and serve a notice, which will contain the material terms of the sale, including the identity of the buyer, the purchase price, and any other material provisions of the proposed sale, to: * the United States Trustee; * counsel to the Official Committee of Unsecured Creditors; * any known party that the Debtors reasonably believe could claim an interest in the property associated with the LMSP Pharmacy; and * all parties that have requested special notice; (2) The Notice Parties would have 10 business days from the date on which the Notice is filed and served to serve an objection to the proposed transaction. If no written objection is received by the deadline, the Debtors would be authorized to consummate the proposed sale transaction; and (3) If a Notice Party properly and timely serves an objection to the Notice, the Debtors and the objecting Notice Party would use good faith efforts to resolve the objection. If the Debtors and the objecting Notice Party are unable to achieve a consensual resolution, the Debtors would not proceed with the proposed transaction pursuant to these procedures, but would be permitted to seek Court approval of the proposed transaction upon expedited notice, subject to the Court's availability. 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 AURA SYSTEMS: Amends Aug. 31 Quarter Report ------------------------------------------- Aura Systems, Inc., filed with the U.S. Securities and Exchange Commission an amendment to its quarterly report on Form 10-Q for the quarter ended Aug. 31, 2014. A copy of the Form 10-Q/A is available at http://is.gd/SM56Tx In the report, the Debtor disclosed a net loss of $4.1 million on $510,550 of net revenues for the three months ended Aug. 31, 2014, compared with a net loss of $3.73 million on $615,389 of net revenues for the same period in 2013. The Company's balance sheet as of Aug. 31, 2014, showed $1.45 million in total assets, $35.07 million in total liabilities and $33.62 million in total stockholders' deficit. During the six months ended Aug. 31, 2014 and Aug. 31, 2013, the Company incurred losses of $8.11 million and $6.71 million, respectively and had negative cash flows from operating activities of $3.51 million and $3.92 million, respectively. If the Company is unable to generate profits and is unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether. Substantial additional capital resources will be required to fund continuing expenditures related to our research, development, manufacturing and business development activities. Its independent auditors, in their report on the Company's financial statements for the year ended Feb. 28, 2014 expressed substantial doubt about the Company's ability to continue as a going concern. About Aura Systems El Segundo, Calif.-based Aura Systems, Inc., designs, assembles and sells the AuraGen(R), its patented mobile power generator that uses a prime mover such as the engine of a vehicle to generate power. Aura Systems incurred a net loss of $13.95 million for the year ended Feb. 28, 2014, as compared with a net loss of $15.14 million for the year ended Feb. 28, 2013. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has historically incurred substantial losses from operations, and may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AUXILIUM PHARMACEUTICALS: FDA Approves sBLA for XIAFLEX ------------------------------------------------------- Auxilium Pharmaceuticals, Inc., announced that the U.S. Food and Drug Administration has approved a supplemental Biologics Application for XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of up to two Dupuytren's contracture (DC) joints in the same hand during a single treatment visit. XIAFLEX is a biologic approved in the U.S., EU, Canada and Australia for the treatment of adult DC patients with a palpable cord. DC is a progressive hand disease that can present with multiple collagen "cords" that limit finger joint movement and result in ~70,000 procedures to treat affected patients every year(1). It is estimated that 35 to 40 percent of annual U.S surgical procedures to treat DC have been performed to treat at least two DC joints at a time(2). "In my opinion, XIAFLEX provides an effective non-surgical option for treating DC patients with two affected joints concurrently in one office visit," said Gary M. Pess, M.D., an orthopedic hand surgeon with Central Jersey Hand Surgery. "In my practice, the expanded labeling will also allow flexibility in the scheduling process due to the ability to delay the finger manipulation procedure from 24 to up to 72 hours, which may be more convenient for patients." The sBLA was based on positive results from the global, multicenter Phase 3b MULTICORD (Multiple Treatment Investigation of Collagenase Optimizing the Resolution of Dupuytren's) trial, together with data from Auxilium's earlier studies (AUX-CC-861 and AUX-CC-864). The MULTICORD study also examined efficacy and safety of the finger extension procedure at 24, 48 or 72 hours post injection. In Phase 3b clinical trials, two concurrent XIAFLEX injections were safely used in the treatment of one hand with multiple affected joints. "We are pleased with the FDA approval of the sBLA for a labeling expansion for XIAFLEX for the treatment of two Dupuytren's joints in the same hand concurrently and the ability to perform the finger extension procedure approximately 24 to 72 hours after injection," said Adrian Adams, chief executive officer and president of Auxilium Pharmaceuticals. "We believe this marks an important milestone for patients and physicians as it expands their options for treating two joints concurrently in one office procedure, which may result in less overall treatment time." Auxilium has also worked with the FDA to modify the XIAFLEX REMS to communicate a change to the wording of the contraindication in patients with a history of hypersensitivity to XIAFLEX or other collagenase and to add information related to the risk of skin lacerations in the treated finger or hand of patients with Dupuytren's contracture. About Auxilium Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specialist audiences. With a broad range of first- and second- line products across multiple indications, Auxilium is an emerging leader in the men's healthcare area and has strategically expanded its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas. Auxilium now has a broad portfolio of 12 approved products. Among other products in the U.S., Auxilium markets edex(R) (alprostadil for injection), an injectable treatment for erectile dysfunction, Osbon ErecAid(R), the leading device for aiding erectile dysfunction, STENDRATM (avanafil), an oral erectile dysfunction therapy, Testim(R) (testosterone gel) for the topical treatment of hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting implantable testosterone replacement therapy, XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of Peyronie's disease and XIAFLEX for the treatment of Dupuytren's contracture. The Company also has programs in Phase 2 clinical development for the treatment of Frozen Shoulder syndrome and cellulite. The Company's balance sheet at June 30, 2014, showed $1.11 billion in total assets, $935.82 million in total liabilities and $179.40 million in total stockholders' equity. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium Pharmaceuticals, Inc., including the Corporate Family Rating to B3 from B2. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings Services raised its corporate credit rating on Auxilium Pharmaceuticals Inc. to 'CCC+' following the announced restructuring program and a $50 million add-on to its existing first-lien term loan. BERGENFIELD SENIOR: Court Closes Chapter 11 Case; Report Okayed --------------------------------------------------------------- The Bankruptcy Court approved Villa Rotonda Apartments, LLC, formerly known as and also known as Bergenfield Senior Housing, LLC's report of distributions and closing bankruptcy case. The Court on Sept. 29 also ordered that the Debtor will bring all operating reports and payment of any outstanding statutory fees current within 30 days of entry of the order. About Bergenfield Senior Housing Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey, on May 2, 2013. Nicholas Rotonda signed the petition as member/manager. Aaron Solomon Applebaum, Esq., and Barry D. Kleban, Esq., at McElroy, Deutsch, Mulvaney & Carpenter, LLP, represent the Debtor as counsel. In its schedules, the Debtor disclosed $14,061,100 in assets and $19,957,026 in liabilities as of the Petition Date. The Bergenfield, New Jersey-based debtor is a single asset real estate under 11 U.S.C. Sec. 101(51B) and said total assets and debts exceed $10 million. The Debtor operates and wholly owns a 90-unit residential apartment building located at 47 Legion Drive, Bergenfield, New Jersey. The Debtor's primary secured creditor is Boiling Springs Savings Bank. The Debtor is indebted to Boiling Springs on account of two promissory notes, both of which are secured by mortgages on the Property. Boiling Springs' first-position mortgage secures indebtedness in the total amount of $12.02 million and the second- position mortgage secures indebtedness of $575,000. Judge Donald H. Steckroth oversees the case, taking over from Judge Morris Stern, who passed away in February 2014. The Bankruptcy Court, according to Bergenfield Senior Housing's case docket, on Jan. 23, 2014, confirmed the Debtor's Second Amended Plan of Liquidation dated Dec. 12, 2013. The purpose of the Plan is to liquidate, collect and maximize the cash value of the assets of the Debtor and make distributions on account of allowed claims against the Debtor's estate. The Plan is premised on the satisfaction of Claims through distribution of the proceeds raised from the sale and liquidation of the Debtor's assets, claims and causes of action. BIOFUEL ENERGY: Incurs $681,000 Net Loss in Third Quarter --------------------------------------------------------- Biofuel Energy Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $681,000 on $11,000 of revenues for the three months ended Sept. 30, 2014, compared to a net loss of $5.12 on $0 of revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $4.29 million on $167,000 of revenues compared to a net loss of $15.19 million on $0 of revenues for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, the Company had $8.83 million in total assets, $2.07 million in total liabilities, all current, and $6.75 million in total equity. A copy of the Form 10-Q is available for free at: http://is.gd/9vmY4R About Biofuel Energy Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) -- http://www.bfenergy.com/-- aims to become a leading ethanol producer in the United States by acquiring, developing, owning and operating ethanol production facilities. It currently has two 115 million gallons per year ethanol plants in the Midwestern corn belt. Biofuel Energy incurred a net loss of $45.65 million in 2013, a net loss of $46.32 million in 2012 and a net loss of $10.36 million in 2011. BLACKSANDS PETROLEUM: Establishes New 1.7MM Series C Pref. Stock ---------------------------------------------------------------- The Board of Directors of Blacksands Petroleum, Inc., approved the filing of a Certificate of Designation of Preferences, Rights and Privileges of Series C Convertible Preferred Stock, which was filed with and accepted by the Secretary of State of the State of Nevada on Oct. 16, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. Pursuant to the Certificate of Designation, the Company established a new series of 1,750,000 shares of the Series C Convertible Preferred Stock. On Oct. 16, 2014, the Company entered into a subscription agreement with Silver BF Ventures SDN BHD, a company incorporated in Malaysia, whereby the Company issued to Silver BF 1,000,000 shares of Series C Preferred Stock at a purchase price of $1.00 per share. The Series C Preferred Stock was issued in reliance on the exemption from registration provided by Regulation S as promulgated under the Securities Act of 1933, as amended. Each share of Series C Preferred Stock has a stated value of $1.00 and accrues a dividend of 3% of the Stated Value per annum, which is payable in additional shares of Series C Preferred Stock annually on December 31, in arrears, and beginning on Dec. 31, 2014. Each share of Series C Preferred Stock may be converted at any time on or before June 30, 2017, into such number of shares of the Company's common stock equal to the Stated Value divided by $1.00 per share. The Company has the right, at any time after June 30, 2017, to redeem the shares of Series C Preferred Stock, either in whole or in part, at the price of $1.00 per share. There are no voting rights underlying the Series C Preferred Stock. About Blacksands Petroleum Blacksands Petroleum, Inc., is engaged in the exploration, development, exploitation and production of oil and natural gas. The Company focuses on the acquisition and development of conventional and unconventional oil and gas fields in North America. The Company's balance sheet at July 31, 2014, showed $4.99 million in total assets, $10.58 million in total liabilities and a stockholders' deficit of $5.59 million. "[T]he Company has incurred an accumulated deficit of $31,163,719 through July 31, 2014. In addition, at July 31, 2014, the Company had a working capital deficit of $3,620,277, a stockholders' deficit of $5,585,789 and cash and cash equivalents of $719,586. "The current rate of cash usage raises substantial doubt about the Company's ability to continue as a going concern, absent the raising of additional capital, restructuring or extending the terms on its current debt and/or additional significant revenue from new oil production," the Company stated in its quarterly report for the period ended July 31, 2014. BLOCK COMMUNICATIONS: S&P Lowers Unsecured Debt Rating to 'B+' -------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB-' corporate credit rating on Toledo, Ohio-based diversified telecommunications and media provider Block Communications Inc. The outlook is stable. S&P also assigned a 'BB+' issue level rating to Block's secured debt, comprised of its proposed $225 million term loan B due 2021 and its $100 million revolver due 2016. The recovery rating on those credit facilities is '1', indicating S&P's expectation for very high (90% to 100%) recovery for secured lenders. As a result of the increase in secured debt, S&P lowered the rating on Block's $250 million of unsecured notes due 2020 to 'B+' from 'BB-', reflecting lessened recovery prospects. Specifically, S&P revised the recovery rating on those notes to '5', indicating its expectation for modest (in the lower half of the 10% to 30% range) recovery for the unsecured note holders, from '4'. "The affirmation of the corporate credit rating on Block Communications Inc. acknowledges that the financing of the two acquisitions, which are expected to close in 2014, will increase leverage only modestly," said Standard & Poor's credit analyst Richard Siderman. Operating cost savings at Block's two newspapers and an earlier union concession that reduced some retiree benefits, mitigate some of the impact of the acquisition-related debt on financial metrics. As a result, S&P expects leverage with its adjustments, pro forma for the acquisitions and the newspaper cost savings, to be in the low to mid-4.5x area in 2015. That is only modestly higher than S&P's prior expectation of leverage in the 4x area in 2015 and remains consistent with S&P's view of an "aggressive" financial risk profile. The downgrade of Block's $250 million of unsecured notes by one notch to 'B+' reflects the lower recovery prospects as a result of the acquisition-related secured debt incurrence. The stable outlook reflects a measure of revenue visibility from the subscription-based business model of Block's cable segment, which generates the bulk of consolidated EBITDA. S&P's base-case scenario incorporates its expectation for moderation of the elevated rate of cable customer erosion experienced in the first half of 2014. S&P could lower its ratings if the high rate of cable customer losses experienced in the first half of 2014 during a retransmission dispute does not moderate toward a mid-single digit percentage annual decline in video customers. Continued elevated customer erosion at the legacy cable properties that led to leverage in excess of 5x would result in a rating downgrade. Block will approximately double its reported debt to fund its CLEC and cable acquisitions in 2014. The legacy Ohio cable properties face maturity and intense competition, and the new cable properties will need to be integrated and remarketed. As a result, S&P thinks it is unlikely that, in 2015, Block can reduce debt leverage to below the 4x level that would warrant consideration of a rating upgrade. BLUE RIBBON: Moody's Assigns B2 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service assigned first time ratings to Blue Ribbon, LLC ("Blue Ribbon"), including a B2 Corporate Family Rating (CFR) and a B2-PD Probability of Default Rating (PDR). Concurrently, Moody's rated Blue Ribbon's 7-year, $395 million senior secured 1st lien term loan and $75 million revolving credit facility expiring in 2019 at B1, and the 8-year $130 million senior secured 2nd lien term loan at Caa1. Proceeds from the term loans will be used to fund the acquisition of Blue Ribbon by a consortium of investors that consists of the Great American Brewing Company and TSG Consumer Partners. The outlook is stable. The following ratings were assigned: Corporate Family Rating at B2 Probability of Default rating at B2-PD Rating on proposed revolving credit facility at B1 (LGD-3) Rating on proposed 1st lien term loan at B1 (LGD-3) Rating on proposed 2nd lien term loan at Caa1 ( LGD-5) Outlook: Stable Ratings Rationale Blue Ribbon's B2 Corporate Family Rating reflects its high financial leverage of mid 6 times debt/EBITDA post-acquisition, its heavy reliance on its largest brand, Pabst Blue Ribbon, which now accounts for more than half of net sales and has recently seen slowing growth, and declining volume trends in a number of its other brands due, in part to SKU rationalization activities. While operating margins have improved to the low teens from high single digits in recent years, they are still thin relative to larger beer producers due to the company's asset light business model and portfolio mix. Blue Ribbon also has more concentration in the U.S. market and small scale compared to other beer companies and to other beverage companies in general. The rating is supported by its well-known, iconic brands, the strong market position of its largest brand in the sub-premium segment, minimal need for working capital and capital investment, and good cash flow. The stable rating outlook reflects Moody's expectation of modest revenue growth and good cash flow under new ownership that will support higher post transaction interest expense and allow for some debt repayment. Moody's also assumes that the company will not pay out cash to shareholders until leverage is significantly reduced. The rating could be upgraded if the company continues to generate good and predictable cash flows, successfully executes its growth strategies to support sustained top line and operating profit expansion, improves its scale and diversification and reduces leverage. An upgrade would also require that leverage levels are reduced such that debt to EBITDA approaches 5.5 times and that large shareholder distribution are not contemplated until leverage falls below 4 times. The rating could be downgraded if operating performance weakens such that EBIT/interest approaches 1 times, debt/EBITDA is sustained above 6.5 times, free cash flow becomes negative or overall liquidity weakens. In addition, leveraged acquisitions, or leveraging transactions including substantial dividend distributions could also lead to a downgrade. The principal methodology used in this rating was Global Alcoholic Beverage Industry published in October 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Los Angeles, California, Blue Ribbon, LLC (parent company of Pabst Brewing Company) is the largest independent brewer in the US, though well behind market leaders in scale, with a portfolio of iconic American beer brands. Major brands in the company's portfolio include Pabst Blue Ribbon, Lone Star, Rainier, Old Milwaukee, Colt 45 and Schlitz. The company will be owned by a consortium of investors which consists of the Great American Brewing Company (owned by beer industry entrepreneur Eugene Kashper, an American) and TSG Consumer Partners, a US-based strategic equity firm focused on branded consumer products and services. BLUEJAY PROPERTIES: Case Dismissed, to Pay Quarterly Payments ------------------------------------------------------------- The Bankruptcy Court dismissed the Chapter 11 case of Bluejay Properties, LLC. No objections were filed against the Debtor's motion. The Debtor agreed to pay all due and owing quarterly payments to the U.S. Trustee up to and including the day of dismissal of the case, and monthly reports as the U.S. Trustee may direct. As reported in the Troubled Company Reporter on Aug. 29, 2014, the Debtor said that it has completed the auction sale of its apartment complex and related property to the winning bidder, Bankers Bank of Kansas (BBOK) via a credit bid. A transfer of the property is substantially complete, the Debtor related. Since the matter was a single asset real estate case, the sale process has essentially resulted in the disposition of that sole real estate asset, the Debtor related. The sale, free and clear of liens, has resulted in the satisfaction of the claim of BBOK and the secured claim of University National Bank, the Debtor narrates. The Debtor sold not only the real property, but all accounts, contract rights and other personal property comprising of the secured property of these creditors. In addition, this resolves any issues of the claimed constructive trust by Kaw Valley Bank (KVB) over said property, said the Debtor. The remaining creditors in the case have also either had their claims satisfied or resolved by the action, the Debtor adds. The claim of unsecured creditor Steven H. Mustoe has been assigned to BBOK and resolved by the sale. The sale, the Debtor adds, resolved all ownership claims and interest in the property by various third-party creditors. The only parties remaining were the various sub-participants on the loan to BBOK, and those claims are resolved with the sale of the property to BBOK, the Debtor relates. "As a result, there are no significant assets in the Estate, nor are there unsecured creditors to seek further benefit from continuation of the case," the Debtor avers. The Debtor asserted that cause exists in the case as there are limited benefits to any creditor continuing the reorganization, and considering the lack of assets of the Debtor the continuation of this case would be pointless. "Thus, it is in the best interest of the parties to dismiss the case." Since filing for bankruptcy on Sept. 28, 2012, the Debtor has not submitted a plan or disclosure statement. About Bluejay Properties Based in Junction City, Kansas, Bluejay Properties, LLC, doing business as Quinton Point, filed a bare-bones Chapter 11 petition (Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28, 2012. Bankruptcy Judge Robert D. Berger presides over the case. Todd A. Luckman, Esq., and Kathryn E. Sheedy, Esq., at Stumbo Hanson LLP, in Topeka. The Debtor owns the Quinton Point Apartment Complex in Kansas City valued at $17 million. The Debtor scheduled liabilities of $13,112,325. The petition was signed by Michael L. Thomas of TICC Prop., managing member. Bankers' Bank of Kansas, owed approximately $13.08 million, is represented by Arthur S. Chalmers of Hite, Fanning & Honeyman, LLP. The University National Bank, owed approximately $1.2 million, is represented by Edward J. Nazar of Redmond & Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth, P.A. There has been no official committee of unsecured creditors appointed in the case. BOISE COUNTY SCHOOL: Moody's Cuts Rating on 2010 GO Bonds to Ba2 ---------------------------------------------------------------- Moody's Investors Service downgrades to Ba2 from Ba1 the rating on Boise County School District No. 73 (Horseshoe Bend), ID's General Obligation Bonds Series 2010. The long term rating carries a stable outlook. The bonds are secured by the district's full faith, credit and unlimited property tax pledge, and also backed by the Idaho School Bond Guaranty Program, which maintains a Aaa rating. Ratings Rationale The downgrade to Ba2 primarily reflects the district's still stressed financial operations, lack of liquidity and vulnerable operating position given a small and declining student base. The district's new management team noted progress is being made, particularly in the current fiscal year (2015), but Moody's believe the district is still at least two years away from eliminating its negative fund balance position. The rating also reflects a small tax base and below average wealth indices. Strengths -- New management team -- Recently received voter approval of a two-year supplemental tax levy CHALLENGES -- Negative General Fund balance and no liquidity due to a trend of unbalanced financial operations -- Extremely limited financial flexibility to manage future revenue declines and/or expenditure increases -- Exceptionally small and concentrated tax base What Could Make The Rating Go UP -- Substantial and sustainable improvement in reserves and liquidity -- Significant and sustained increases in assessed valuation What Could Make The Rating Go DOWN -- Further weakening of the district's financial position -- Prolonged assessed value contractions The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. BROADWAY FINANCIAL: Issues 8.8 Million Common Shares ---------------------------------------------------- Broadway Financial Corporation entered into separate Subscription Agreements with Gapstow Financial Growth Capital Fund I LP, an affiliate of Gapstow Capital Partners, and 23 other investors not affiliated with Gapstow Financial providing for the sale of Common Stock at a price of $1.10 per share. The Company sold an aggregate of 8,829,549 shares of Common Stock to the investors in the Subscription Offering, including 6,973,320 shares of Non- Voting Common Stock sold to two investors. Gapstow Financial purchased 194,316 shares of Voting Common Stock and 6,169,320 shares of Non-Voting Common Stock. National Community Investment Fund purchased 96,000 shares of Voting Common Stock and 804,000 shares of Non-Voting Common Stock. First Supplemental Indenture The Company also entered into debenture modification transactions in connection with the restructuring of the Company's Floating Rate Junior Subordinate Debentures due March 17, 2014, as contemplated in the previously reported announcement that the holders of the senior securities of the trust that holds the Debentures approved the Company's proposal to extend the maturity of the Debentures and make certain modifications to the terms of the Debentures. The specific terms and conditions of the Debenture Extension are set forth in the First Supplemental Indenture, dated and entered into as of Oct. 16, 2014, by the Company and U.S. Bank National Association, as Debenture Trustee, which amended the Indenture, dated and entered into by the same parties as of March 17, 2004, pursuant to which the Debentures were originally issued. The Supplemental Indenture provided that upon the satisfaction of certain conditions precedent specified therein, the maturity of the Debentures would be extended to March 17, 2024, and the principal of the Debentures will be required to be repaid in equal quarterly payments of principal, together with accrued interest, commencing June 17, 2019, and ending on March 24, 2024, provided that the Company's obligations to make such payments will be conditioned on receipt of any then-required regulatory approval or non-objection. The Supplemental Indenture provided that the Debenture Extension would only become effective upon satisfaction of certain conditions precedent, all of which were satisfied upon completion of the transactions described herein on Oct. 16, 2014. The conditions precedent included the consent of the holders of all outstanding Debentures, obtaining approval for or non-objection to the transactions contemplated by the Supplemental Indenture from the Federal Reserve Board and from the Company's senior lender, completion of sales of common stock resulting in gross proceeds to the Company of at least $6 million, paying $900,000 in partial redemption of the principal amount of the Debentures (leaving a remaining principal amount of $5.1 million), payment of all interest on the Debentures accrued to the effective date of the Debenture Extension and certain other customary conditions. In addition, the Company was required, pursuant to a separate agreement with its senior lender, to use 25% of the net proceeds of its stock sales to repay a portion of the Company's outstanding loan from the senior lender, which loan was in default. The Company elected to repay that loan and accrued interest thereon in full. A copy of the Form 8-K filing is available for free at: http://is.gd/g6Q9t7 About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is regulated by the Board of Governors of the Federal Reserve System. The Bank is regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Broadway Financial reported a loss allocable to common stockholders of $1.08 million in 2013, a loss allocable to common stockholders of $693,000 in 2012 and a net loss available to common shareholders of $15.36 million in 2011. The Company's balance sheet at March 31, 2014, the Company had $335.07 million in total assets, $308.51 million in total liabilities and $26.56 million in total stockholders' equity. CHINA AUTO: Receives Nasdaq Listing Non-Compliance Notice --------------------------------------------------------- China Auto Logistics Inc., a top seller in China of luxury imported automobiles and a provider of auto-related services, reported it has received notification from the Nasdaq Listing Qualifications Department that it is not in full compliance with listing requirements for the Nasdaq Global Market because the market value of the Company's publicly held shares has been below the required minimum of $5 million for 30 business days. Under the Nasdaq Listing Rules, the Company has 180 days (or until April 14, 2015) in which to regain compliance and avoid delisting by sustaining a $5 million market value of publicly held shares for at least ten consecutive business days. The Company said it plans to monitor the situation closely and to consider the options available to it, including submitting an application to transfer to the Nasdaq Capital Market. At this time, the Company cannot provide any assurance that it will be able to regain compliance or successfully transfer to the Nasdaq Capital Market. About China Auto Logistics Inc. China Auto Logistics Inc. is one of China's top sellers of imported luxury vehicles. It also provides a growing variety of "one stop" automobile related services such as short term dealer financing. Additionally, in November, 2013, it acquired the owner and operator of the 26,000 square meter Airport International Auto Mall in Tianjin for $91.4 million, with plans to develop the auto mall, among other things, as the flagship site for a joint venture with Car King (China) Used Car Trading Co., Ltd. In August, 2014, the Company also announced a Strategic Cooperation Agreement with a leading auto dealer leasing and development company to greatly expand its high end imported auto business via the purchase and construction of new auto malls throughout China coupled with a new e-commerce platform. CHC-CHESTNUT RIDGE: Section 341(a) Meeting Set for Dec. 16 ---------------------------------------------------------- A meeting of creditors in the bankruptcy case of CHC-Chestnut Ridge Nursing & Rehab Ctr, LLC, will be held on Dec. 16, 2014, at 11:00 a.m. at Courtroom, Lafayette. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. CHC-Chestnut Ridge Nursing & Rehab Ctr, LLC, et al., filed Chapter 11 bankruptcy petitions (Bankr. W.D. La. Case Nos. 14-51287 to 14-51297) on Oct. 17, 2014. The cases are assigned to Judge Robert Summerhays. The petitions were signed by Raymond P. Mulry as designated officer. CHC-Chestnut Ridge estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. The Debtors are represented by Neligan Foley LLP as counsel and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as co-counsel. CHC-Chestnut Ridge, et al., are affiliates of New Louisiana Holdings, LLC, which filed for Chapter 11 for protection on June 25, 2014 (Case No. 14-50756). CIVIC PLAZA: Case Summary & 6 Unsecured Creditors ------------------------------------------------- Debtor: The Civic Plaza, LLC PO Box 1292 Twain Harte, CA 95383 Case No.: 14-15145 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 22, 2014 Court: United States Bankruptcy Court Eastern District of California (Fresno) Judge: Hon. Richard Lee Debtor's Counsel: Anthony Hughes, Esq. HUGHES FINANCIAL LAW 1395 Garden Highway, Ste. 150 Sacramento, CA 95833 Tel: 916-485-1111 Email: Attorney@4851111.com Total Assets: $1.25 million Total Liabilities: $959,770 The petition was signed by John-Pierre Mendoza, managing member. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/caeb14-15145.pdf COMSTOCK MINING: Has $1.05-Mil. Net Loss in Third Quarter --------------------------------------------------------- Comstock Mining Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $1.05 million on $6.79 million of total revenues for the three months ended Sept. 30, 2014, compared with a net loss of $4.52 million on $6.82 million of total revenues for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $49.55 million in total assets, $25.35 million in total liabilities and total stockholders' equity of $24.2 million. The Company incurred a net loss of $8.3 million and used cash flows in operations of $2.6 million for the nine months ended Sept. 30, 2014. At Sept. 30, 2014, the Company had cash and cash equivalents of $9.3 million. The Company's current capital resources include cash and cash equivalents and other working capital resources, cash generated through operations, and existing financing arrangements, including a $5 million revolving credit facility (the "Revolving Credit Facility") with Auramet International, LLC ("Auramet"), pursuant to which the Company may have borrowings up to $5 million outstanding at any given time, whereby Auramet, on Oct. 9, 2014, agreed to extend the facility from the current maturity of Feb. 6, 2015, an additional year, to Feb. 5, 2016. The Company has financed its exploration, development and start up activities principally from the sale of equity securities and, to a lesser extent, debt financing. In May 2014, the Company raised $11.9 million in gross proceeds (approximately $11 million, net of issuance costs) through an underwritten public offering of 7,475,000 shares of our common stock at a price of $1.59 per share. While the Company has been successful in the past in obtaining the necessary capital to support its operations, including registered equity financings from its existing shelf registration statement, borrowings, or other means, there is no assurance that the Company will be able to obtain additional equity capital or other financing, if needed. The Company believes it will have sufficient funds to sustain its operations during the next 12 months as a result of the sources of funding. Future production rates and gold prices below management's expectations would adversely affect the Company's results of operations, financial condition and cash flows. If the Company was unable to obtain any necessary additional funds, this could have an immediate material adverse effect on liquidity and could raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/WU24s2 About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining incurred a net loss available to common shareholders of $25.36 million in 2013, a net loss available to common shareholders of $35.13 million in 2012 and a net loss available to common shareholders of $16.30 million in 2011. As of June 30, 2014, the Company had $52.71 million in total assets, $28.19 million in total liabilities and $24.52 million in total stockholders' equity. CORINTHIAN COLLEGES: Lenders Hold Off on Defaults Amid Wind-Down ---------------------------------------------------------------- Law360 reported that Corinthian Colleges Inc.'s lenders have agreed to hold off on taking action to seize assets after a loan default last month, according to a statement from the for-profit college operator, which is spinning off its assets in a government-ordered wind-down. The report related that lenders under a credit facility administered by Bank of America NA entered into a forbearance agreement providing they won't take action to seize Corinthian's assets or accelerate its debt repayments until years end. Corinthian Colleges, Inc. offers post-secondary courses in the areas of health care, business, criminal justice, transportation technology and maintenance, information technology, and construction trades. The Santa Ana, California-based Company currently caters to 81,300 students. CRUNCHIES FOOD: Wants to Sell Substantially All of Assets --------------------------------------------------------- Crunchies Food Company, LLC, asks the U.S. Bankruptcy Court for the Central District of California to approve the sale of substantially all of the Debtor's assets under the terms of an asset purchase agreement free and clear of all liens, claims, encumbrances and interests. The Debtor also seeks authority to assume and assign to the Purchaser those unexpired leases and executory contracts identified as part of the Sale. The Court has previously approved the Debtor's motion for order establishing bidding procedures for the Sale. The Official Committee of Unsecured Creditors submitted an objection to Bid Procedures Motion. AEG Cycling, LLC, LA Live Properties, LLC, and Anschutz 12K Company jointly filed an objection against the Bid Procedures Motion. The AEG Entities and the Debtor were parties to a Corporate Sponsorship Agreement. Chaucer Foods Ltd. and Seung Chung, as Trustee of the Chung Family Trust, have formed the Buyer to make a stalking horse bid in accordance with the APA for the Sale in the amount of $3.63 million. Initial overbid is set for $3.85 million. Subsequent overbids will be in increments of no less than $10,000. The break-up fee is $100,000. In the event of a successful overbid by any party other than the Buyer, the sale proceeds will be disbursed in this order: (1) payment of $1.950 million to Chung, and $1 million to Chaucer; (2) payment in full of Chaucer's postpetition loan to the Debtor; (3) payment of $100,000 to the Buyer as Break-Up Fee; (4) payment of $350,000 to the bankruptcy estate free of any liens held by the Buyer, Chung, Delaski or Chaucer on account of the Delaski Loan; (5) payment to Chung of 80% of the remaining cash proceeds received until Chung receives a total of $2.1 million and the remaining 20% of the cash proceeds from a Third Party Closing remaining with the Debtor's estate, free of any liens on account of the Delaski Loan; (6) payment to Chaucer of 40% of the remaining cash proceeds from a Third Party Closing in excess of the amount necessary for Chung to receive the Chung Threshold Amount, until Chaucer receives the additional sum of $2.1 million on account of the Delaski Loan, and the remaining 60% of the cash proceeds remaining with the Debtor's estate, free of any liens on account of the Delaski Loan; (7) payment to Chung of 40% of the remaining cash proceeds from a Third Party Closing in excess of the amount necessary for the Debtor to make the Secure Claims Payments and the remaining 60% of the cash proceeds remaining with the Debtor's estate; and (8) after Chung's claim has been paid in full, the estate will be entitled to all remaining cash proceeds from a Third Party Closing. In the event of a successful overbid by the Buyer in excess of the Purchase Price, 100% of the cash proceeds from the closing of that sale will be paid to the estate, free and clear of any claims of the Buyer, Chaucer and Chung. AEG Entities Object The AEG Entities argue the Debtor has not provided or filed Schedule 1.2(b) that contains the list of unexpired leases and executory contracts for assumption and assignment. The AEG Entities state that they are parties to executory contracts with the Debtor, pursuant to which they granted the Debtor certain non- exclusive licenses to use their trademarks and logos in connection with the Debtor's business. Accordingly, the AEG Entities contend that the Agreements may not be assumed or assigned by the Debtor without their express consent. The AEG Entities, hence, reserve the right to withhold consent, depending upon the ultimate successful buyer and assurances of future performance. The AEG Entities are represented by: Richard D. Buckley, Jr., Esq. Andy S. Kong, Esq. ARENT FOX LLP 555 West Fifth Street, 48th Floor Los Angeles, CA 90013 Telephone: (213) 629-7400 Facsimile: (213) 629-7401 E-mail: richard.buckley@arentfox.com andy.kong@arentfox.com About Crunchies Food Crunchies filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-bk-11776) in Santa Barbara, California, on August 15, 2014. The case is assigned to Judge Peter Carroll. The Debtor has tapped David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, serves as counsel. For its legal services, the firm has agreed to accept $50,000. CUE & LOPEZ: Files First Amendment to Plan of Reorganization ------------------------------------------------------------ Cue & Lopez Construction, Inc., has filed with the U.S. Bankruptcy Court for the District of Puerto Rico its first amendment to its Plan of Reorganization. The Amendment, filed on September 30, 2014, amends Article IV Class I of the original Plan. Class 1 consists of Scotiabank's Allowed Claims. Class 1 is impaired under the Plan and is entitled to vote on the Plan. Scotiabank's Allowed Claim for $2,645,445 arose from a loan to the Debtor and was partially secured by first mortgages in two properties. The Claim will be paid on or before the Effective Date by the transfer to Scotiabank of the Properties. Scotiabank's deficiency claim, estimated at $1,735,445 after the transfer of the Properties, will be dealt with under Class 5 as a General Unsecured Claim. A copy of the Amendment is available for free at: http://bankrupt.com/misc/Cue&Lopez_Construction_1Plan.pdf About Cue & Lopez San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought protection under Chapter 11 of the Bankruptcy Code on October 4, 2013 (Case No. 13-08297, Bankr. D.P.R.). The case is assigned to Judge Brian K. Tester. Cue & Lopez Contractors, Inc., filed a separate Chapter 11 petition (Case No. 13-08299) on the same date. The Debtors are represented by Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico. CPA Luis R. Carrasquillo & Co., P.S.C., serves as accountant. Cue & Lopez Construction scheduled $13,334,151 in total assets and $17,520,089 in total liabilities. The Chapter 11 petitions were signed by Frank F. Cue Garcia, president. CUE & LOPEZ: Oriental Bank Files Objection to Reorganization Plan ----------------------------------------------------------------- Oriental Bank asks the U.S. Bankruptcy Court for the District of Puerto Rico that confirmation of Cue & Lopez Construction, Inc.'s Plan of Reorganization be denied. The Debtor's Plan proposes to allow the stockholders to retain their interest in the reorganized debtor. Oriental Bank, a creditor, contends that these provisions are a clear violation of the law if there are non-consenting unsecured creditors that are not paid 100% of their claims. William Santiago-Sastre, Esq., at De Diego Law Offices, PSC, in Carolina, Puerto Rico -- wssbankruptcy@gmail.com -- reminds the Court that the "absolute priority rule" of Section 1129(b) of the Bankruptcy Code provides that a dissenting class of unsecured creditors must be provided for in full in a Chapter 11 bankruptcy plan before any junior class can receive or retain any property under the plan. He explains that under the "absolute priority rule" non-consenting unsecured creditors "in bankruptcy are entitled to full payment before equity investors can receive anything." The Debtor proposes to transfer real properties and a retainage to the Bank, and concludes that Oriental will have a deficiency claim in the amount of $2,167,600. In the case at bar the Debtor proposes to surrender three real estate properties, Mr. Santiago- Sastre says. He contends that the Debtor miscalculates the deficiency claim of the Bank because the allowed amount of the claim as of October 15, 2014, is $5,262,465. The combined estimated value of the properties to be surrendered according to the Debtor is $890,000. Therefore, Mr. Santiago- Sastre asserts, the correct deficiency claim would be $4,372,465. He points out that this sum varies greatly from the amount reported in the disclosure, and it affects the payout to the other class 5 unsecured creditors. Mr. Santiago-Sastre further contends that the Debtor does not include in its Plan paying to the Bank $100,000 it received from the retainage account of Casa Maggiori on September 12, 2013. He adds that the Debtor's Plan and Disclosure Statement do not mention tax credits relating to Parque 228, which credits are estimated to be sold at $10,000,000, and which the Debtor apparently owns 50%. He reveals that the Debtor assigned $900,000 to the Bank from the amount that the tax credits eventually would produce upon the sale of the credits. About Cue & Lopez San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought protection under Chapter 11 of the Bankruptcy Code on October 4, 2013 (Case No. 13-08297, Bankr. D.P.R.). The case is assigned to Judge Brian K. Tester. Cue & Lopez Contractors, Inc., filed a separate Chapter 11 petition (Case No. 13-08299) on the same date. The Debtors are represented by Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico. CPA Luis R. Carrasquillo & Co., P.S.C., serves as accountant. Cue & Lopez Construction scheduled $13,334,151 in total assets and $17,520,089 in total liabilities. The Chapter 11 petitions were signed by Frank F. Cue Garcia, president. DETROIT, MI: Save Schools Instead of DIA, Says Citizen ------------------------------------------------------ A man named Stephen P. Banicki -- sbanicki@freemarkets.com --wrote a letter Oct. 7, 2014, to Judge Steve Rhodes saying that the City of Detroit until the Detroit Public Schools are fixed. Mr. Banicki, who submitted the court filings without counsel, told Judge Rhodes, who presides over the bankruptcy cases, that fixing the school system is more important than saving the Detroit Institute of Arts Museum. He says that the art at the DIA should be sold. Not at a fire sale though so that competition for the art works would drive up the price. 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. The Troubled Company Reporter, on Oct. 10, 2014, reported that Moody's Investors Service has placed the City of Detroit's (MI) Certificates of Participation (COPs) Ca rating on review for possible downgrade. This action follows the recent settlement announcement between the city and Syncora, which insures a portion of the city's outstanding COPs. The settlement includes a cash payment, as well as extended and optional stakes in city owned assets. Moody's said it is likely that the recovery for creditors will be below 35% and as a result consistent with a C rating. The review will be resolved if and when a settlement with FGIC, the other main insurer of the city's COPs liabilities, is made public. DETROIT, MI: Residents Put City's Bankruptcy Plan on Trial ---------------------------------------------------------- Steven Church, writing for Bloomberg News, reported that U.S. Bankruptcy Judge Steven Rhodes in Michigan gave Detroit residents and retired public workers temporary control of the city's historic bankruptcy trial to present their own case against its $7 billion debt-cutting plan, which includes pension reductions. According to the report, Judge Rhodes set aside Oct. 15 for opponents who don't have lawyers to try to persuade him to reject the plan. 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. The Troubled Company Reporter, on Oct. 10, 2014, reported that Moody's Investors Service has placed the City of Detroit's (MI) Certificates of Participation (COPs) Ca rating on review for possible downgrade. This action follows the recent settlement announcement between the city and Syncora, which insures a portion of the city's outstanding COPs. The settlement includes a cash payment, as well as extended and optional stakes in city owned assets. Moody's said it is likely that the recovery for creditors will be below 35% and as a result consistent with a C rating. The review will be resolved if and when a settlement with FGIC, the other main insurer of the city's COPs liabilities, is made public. DETROIT, MI: Plan-Approval Trial to Wrap Up October 27 ------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the trial for approval of Detroit's debt- adjustment plan wraps up on Oct. 27 when the bankruptcy judge will hear closing arguments. According to the report, on Oct. 22, the judge heard testimony from the court's own financial expert, Martha E.M. Kopacz, a senior managing partner at Phoenix Management Services LLC, who testified that the plan is "feasible" and the city isn't incurring more debt than it can handle. 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. The Troubled Company Reporter, on Oct. 10, 2014, reported that Moody's Investors Service has placed the City of Detroit's (MI) Certificates of Participation (COPs) Ca rating on review for possible downgrade. This action follows the recent settlement announcement between the city and Syncora, which insures a portion of the city's outstanding COPs. The settlement includes a cash payment, as well as extended and optional stakes in city owned assets. Moody's said it is likely that the recovery for creditors will be below 35% and as a result consistent with a C rating. The review will be resolved if and when a settlement with FGIC, the other main insurer of the city's COPs liabilities, is made public. EDENOR S.A.: General Extraordinary Meeting Scheduled for Nov. 18 ---------------------------------------------------------------- Edenor S.A.'s Board of Directors had resolved to convene a general extraordinary shareholders' meeting on Nov. 18, 2014, at 10:00 a.m. at the Company's corporate office at Avenida del Libertador 6363, Ground Floor, City of Buenos Aires. At the Board Meeting held on Oct. 16, 2014, the Chairman explained the need to call the Extraordinary Meeting to consider the three- year extension of the holding period of 9,412,500 Class B treasury shares, which represent 1.03% of the capital stock, in order to avoid the capital reduction and frame a proposal for their use. The Company's Board also ratified the loan for consumption and collateral assignment of claims agreement entered into by and between EDENOR and CAMMESA to fund the works intended to extend and maintain the power distribution network, in accordance with the provisions of ES Resolution No.65/2014, which agreement is in addition to the loan for consumption also executed with CAMMESA to cover the salary increases provided for by Secretary of Labor Resolution No. 836/2014. About Edenor SA Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN; Buenos Aires Stock Exchange: EDN) is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires. Edenor SA reported profit of ARS 772.7 million on ARS 3.44 billion of revenue from sales for the year ended Dec. 31, 2013, as compared with a loss of ARS 1.01 billion on ARS 2.97 billion of revenue from sales in 2012. Edenor reported a net loss of ARS 291.38 million in 2011. The Company's balance sheet at June 30, 2014, showed ARS7.40 billion in total assets, ARS6.95 billion in total liabilities and ARS453.50 million in total equity. "Given the fact that the realization of the projected measures to revert the manifested negative trend depends, among other factors, on the occurrence of certain events that are not under the Company's control, such as the requested electricity rate increases, the Board of Directors has raised substantial doubt about the Company's ability to continue as a going concern in the term of the next fiscal year, being obliged to defer certain payment obligations, as previously mentioned, or unable to meet expectations for salary increases or the increases recorded in third-party costs," the Company stated in its quarterly report for the period ended June 30, 2014. EDISON MISSION: Payouts to Holders of Beneficial Interests Set -------------------------------------------------------------- BankruptcyData reported that EME Reorganization Trust announced that its board of managing trustees has approved a cash distribution of $0.1009262 per beneficial interest, which will be paid on October 31, 2014, to all record holders of beneficial interests as of the close of business on October 24, 2014. According to BData, immediately prior to the distribution, there will be 3,853,697,304 issued and outstanding beneficial interests of the EME Reorganization Trust. The distribution is being made out of (i) proceeds from the sale of certain zero coupon unsecured notes that were previously issued by Edison International to the EME Reorganization Trust and (ii) funds released from an escrow account in connection with the EIX settlement, the report related. The aggregate amount of the distribution will be approximately $388.9 million, the report said. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors, other than Camino Energy Company, are also represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York. Debtor Camino Energy Company is represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC, in Chicago, Illinois. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME's Joint Plan of Reorganization was confirmed on March 11, 2014. The Plan provides for: (a) the sale to NRG Energy, Inc. and NRG Energy Holdings, Inc. of substantially all of EME's assets for approximately $2.635 billion, subject to certain adjustments provided in the Acquisition Agreement, and assumption of so-called PoJo Leases, as modified; (b) a settlement with Edison International -- EIX -- and certain EME noteholders pursuant to which EME will emerge from bankruptcy free of liabilities but will remain an indirect wholly-owned subsidiary of EIX; and (c) the transfer of substantially all remaining assets and liabilities of EME that are not otherwise discharged in the bankruptcy or transferred to NRG to the Reorganization Trust. Once consummated, the Plan will result in recoveries of over 80% for holders of unsecured claims against EME and payment in full in cash of claims against EME's subsidiaries. The Plan was declared effective on April 1, 2014. ENERGY FUTURE: Replies to Objections to Bidding Procedures ---------------------------------------------------------- Energy Future Holdings Corp., et al., file their omnibus reply to the objections to their motion for approval of bidding procedures, scheduling an auction and related deadlines and hearings, and approving the form and manner of notice thereof filed by: * the indenture trustee under the 10.00% EFIH first lien notes; * the indenture trustee under, and an hoc group of holders of, the EFIH second lien notes; * the ad hoc group of holders of EFIH unsecured notes; * the ad hoc committee of holders of TCEH first lien debt; * the ad hoc group of holders of TCEH second lien notes; * the Official Committee of Unsecured Creditors; * the ad hoc group of holders of TCEH unsecured notes; and * the joinder filed by the indenture trustee for certain TCEH unsecured notes. The Creditors Committee says it would support maximizing the value of the Debtors' indirect ownership of Oncor but believes that the Debtors, once again, are mandating outcomes that properly should be the subject of a consensual plan process. The Creditors Committee asserts that contrary to the Debtors' benign characterization, the Bidding Procedures are much more than a procedural mechanism to establish appropriate bidding and auction rules. The Debtors submit that approval of the Bidding Procedures is in the best interests of the bankruptcy estates for it will provide certainty to potential bidders in the market and facilitate the Debtors' ongoing efforts to maximize the value of the economic interests in Oncor -- and, thus, secure the greatest possible benefits for all of the Debtors' stakeholders. Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware -- madron@rlf.com -- insists that the Motion does not seek approval of a particular transaction or even a particular form of transaction. He asserts that the Objectors' attacks on the Debtors' decision-making process are unfounded. The Debtors' boards -- informed by years of experience and analysis related to this restructuring -- approved the decision to set aside the proposed EFIH Second Lien DIP Facility and move to an auction of the economic interests in Oncor -- and, thus, those boards understood and supported the fundamental tenets of the Bidding Procedures, Mr. Madron says. He contends that each of the Debtors' estates quite plainly benefits from providing certainty to auction participants regarding the timing and ground rules for the marketing process, all of which are intended to maximize value. "Yet in an effort to find fault with the Bidding Procedures, a number of the Objections seek to cast the Bidding Procedures as something more than what they are," Mr. Madron tells the Court. "These Objections incorrectly assert that the Motion seeks approval of a transaction or sale of the economic interests in Oncor, that the Bidding Procedures foreclose future alternatives, or that the Bidding Procedures are somehow burdened by an 'entrenched' structure," he continues. He argues that the Motion does none of these things. The Debtors further argue that they do not (and need not) dispute that any bid may impose certain limitations on the ultimate form of their restructuring. The Debtors are well aware of these potential limitations, and, in forming their views, they have carefully charted a course to what they believe will be a confirmable, value-maximizing, and hopefully consensual Chapter 11 plan, Mr. Madron contends. 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. FINJAN HOLDINGS: Markman Order Entered in Blue Coat Case -------------------------------------------------------- Finjan Holdings, Inc., announced an update in the Finjan, Inc. v. Blue Coat Systems, Inc. case (5:13-cv-03999-BLF) that was filed on Aug. 28, 2013, in the U.S. District Court for the Northern District of California. The Markman hearing was held on Aug. 22, 2014. On Oct. 20, 2014, the Honorable Beth Labson Freeman entered her Order construing disputed claim terms in U.S. Patents Nos. 6,154,844; 6,804,780; 6,965,968; 7,058,822; 7,418,731 and 7,647,633. The Markman Order is available on PACER as Docket No. 118. "We believe the Court's Order coincides with Finjan's infringement theories against Blue Coat allowing us to move forward without dropping any of our asserted patents, theories, or any of the accused products, thereby reinforcing our damages case against Blue Coat," commented Julie Mar-Spinola, VP, Legal Operations of Finjan. "Finjan applauds Judge Freeman's issuance of a comprehensive Markman Order, which provides both guidance and clarity on the meaning of certain disputed claim, supporting Finjan's infringement case," said Mar-Spinola. A jury trial in this matter is set for July 20, 2015. Finjan has also filed patent infringement lawsuits against FireEye, Proofpoint, Sophos, and Symantec relating to, collectively, more than 20 patents in the Finjan portfolio. The Company will continue to provide timely updates of important events relating to these matters on an on-going basis. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $6.07 million in 2013 following net income of $50.98 million in 2012. The Company reported a net loss of $2 million on $175,000 of revenues for the three months ended March 31, 2014. The Company's balance sheet at June 30, 2014, showed $24.51 million in total assets, $2.05 million in total liabilities and $22.46 million in total stockholders' equity. FURNITURE BRANDS: Former Plant Headed to Auction Block ------------------------------------------------------ Tom Corrigan, writing for Daily Bankruptcy Review, reported that the trustee responsible for liquidating Furniture Brands International Inc., once one of the nation's largest furniture manufacturers, has proposed to sell an expansive office and warehouse complex to one of two bidders at an auction later this year. According to the report, citing papers filed in court, the former Lane Furniture facility in Tupelo, Miss., along with another nearby building are expected to fetch at least $1.2 million. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engaged in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Its brands include Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. The balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. The official creditor's committee is comprised of the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Committee tapped Blank Rome LLP as co-counsel, Hahn & Hessen LLP as lead counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. In November 2013, Furniture Brands won bankruptcy court approval to sell the business to KPS Capital Partners LP for $280 million. Private-equity investor KPS formed a new company named Heritage Home Group LLC to operate the business. Furniture Brands changed its name to FBI Wind Down, Inc., following the sale. The Debtors on July 14, 2014, won confirmation of their Second Amended Joint Plan of Liquidation as filed on July 9, 2014. GENAERA CORP: 3rd Circ. Revives Investor Suit Over Asset Sales -------------------------------------------------------------- Law360 reported that the Third Circuit sided with shareholders who contended a Pennsylvania federal judge had wrongly tossed their putative class action claiming defunct biotech company Genaera Corp. had undervalued assets sold through a liquidating trust, finding the judge's decision was "premature." According to the report, the appellate panel ruled that at least some of investor Alan Schmidt's allegations that Genaera had liquidated its assets for too low a price didn't show at face value that they were filed too late. The case is Alan Schmidt v. John Skolas, et al., Case No. 13-3750 (3d Cir.). GARLOCK SEALING: Asbestos Liability Docs Unsealed ------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge George Hodges in North Carolina unsealed nearly all records from a prior hearing to estimate Garlock Sealing Technologies LLC's asbestos liability, including internal documents that plaintiffs' attorneys claim will explain the defunct gasket maker's past decisions to settle asbestos injury lawsuits. According to the report, Judge Hodges made the order from the bench, saying that the First Amendment supported the unsealing of documents in the case, including Garlock's major expense authorizations and trial evaluation forms, according to an attorney present at the hearing. Only private information like plaintiffs' Social Security numbers and certain medical information remain sealed, according to the attorney, the report related. 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: Says Calif. Ignition-Switch Suit Belongs in MDL --------------------------------------------------------------- Law360 reported that General Motors LLC urged a New York federal judge to nix the Orange County district attorney's bid to remand California's suit over the automaker's ignition-switch defect to the state, saying it's a "carbon copy" of other suits in the MDL and that it doesn't qualify as a police-power action exempt from removal. According to the report, the automaker slammed District Attorney Tony Rackauckas' contention that GM should not have been allowed to remove California's suit from Orange County Superior Court since it was brought in the public interest. 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. On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned a rating of 'BB+' to GM's amended unsecured credit facilities. Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'. The Rating Outlook is Positive. Fitch has also affirmed and withdrawn the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings) subsidiary, as there is no longer any rated debt at the subsidiary, and Fitch does not expect the subsidiary to be an active issuer going forward. Fitch has also withdrawn GM Holdings' unsecured credit facility rating of 'BB+' as the subsidiary is no longer a borrower on the facilities. GLENN POOL: Moody's Lowers Rating on Sr. Secured Notes to Ba1 ------------------------------------------------------------- Moody's Investors Service has confirmed the rating of the senior secured loan and downgraded the senior secured notes issued by Glenn Pool Oil & Gas Trust I and Trust II. The senior secured loan is backed by hydrocarbon deliveries under a 5-year volumetric production payments (VPP) between Chesapeake Exploration, L.L.C., (CELLC), a wholly-owned subsidiary of Chesapeake Energy Corporation and Glenn Pool Oil & Gas Trust I. The senior secured notes are backed by hydrocarbon deliveries under a 10-year VPP between CELLC and Glenn Pool Oil & Gas Trust II. The hydrocarbons for the VPPs are produced from a group of approximately 3,300 proven developed and producing wells in northern Oklahoma. Total VPP production consists of approximately 75% natural gas, 17% natural gas liquids and 8% oil. The complete rating actions are as follows: Issuer: Glenn Pool Oil & Gas Trust I and Trust II Down Loan, Confirmed at Baa2 (sf); previously on Mar 25, 2014 Baa2 (sf) Placed Under Review for Possible Downgrade Senior Secured Notes, Downgraded to Ba1 (sf); previously on Mar 25, 2014 Baa3 (sf) Placed Under Review for Possible Downgrade Ratings Rationale Natural gas production for the securitization has been lower than the original forecast. At the time of transaction's closing reserve estimates provided by DeGolyer and MacNaughton, an independent engineering firm, indicated a production coverage ratio (90% of actual production over required production volume under the VPP) of 1.29x over the life of the VPP. However, the average 12-month production coverage ratio for natural gas as of September 2014 was only 1.17x. In addition, as of the April 2014 reporting date certain wells did not produce sufficient amounts of natural gas and oil to meet the required VPP production volume, with the shortfall covered by the production that CELLC typically uses to pay for the cost of producing oil and gas. The rating actions also reflect corrections to several errors in the cash flow model used in rating this transaction. Rating Methodology The principal methodology used in this rating was "Moody's Approach to Rating Operating Company Securitizations" published in February 2002. Moody's believes that reserve risk, operator/seller risk and transportation risks are the major risks to this transaction. Moody's utilize a cash flow model to quantitatively assess these risks based on Monte Carlo simulations. The three key factors in the model include three production profiles, operator default and transportation interruptions. The three production profiles represent a haircut of approximately 2%, 9% and 21% of the Independent Engineer's estimate of the production of the wells over the life of the VPP. A probability of 10%, 85% and 5% is assigned to each of the three production scenarios, respectively. Operator default is simulated based on its rating but stressed by one notch down and a loss of delivery of three months is assumed if operator default occurs. Transportation interruption is assumed to occur randomly with a 5% probability and will result in a loss of 5% of the deliveries per occurrence. These stresses and associated probabilities were judgmentally determined based on the characteristics of the natural gas wells and the Independent Engineer's reserve review. Moody's then run the model 20,000 times to determine the average yield on the loan and the average reduction in the yield on the loan is mapped to a Moody's rating. Moody's also conducts qualitative assessments on the risks in the transaction, including the geological risks of the reserves, the diversity of the wells, and the legal and regulatory risks associated with the VPP transaction. Factors that would lead to an upgrade or downgrade of the rating: Rating could be upgraded if monthly production increases and the monthly coverage ratio improves. GLOBAL GEOPHYSICAL: Key Employee Incentive Plan Approved -------------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved Global Geophysical Services' motion to establish a key employee incentive plan to ensure that management remains fully incentivized to pursue both company-changing paths at the same time -- and to place an extra incentive for (a) ensuring sufficient cash to operate on exit and (b) attracting higher and better offers. According to the report, the KEIP Pool Initial Value will be $750,000. If the Implied Enterprise Value in an Alternative Proposal that is consummated no later than Feb. 27, 2015, is greater than the Proposed Enterprise Value, the Alternative Proposal KEIP Pool Amount will be equal to the lesser of (i) $2,000,000 less the Basic KEIP Pool Amount or (ii) the product of (A) 2.5% and (B) the difference between the Implied Enterprise Value and the Proposed Enterprise Value, the report related. The Court also approved the Debtors' motion to file the KEIP exhibit under seal, the report further related. About Global Geophysical, Autoseis et al. Global Geophysical Services Inc., a provider of seismic data for the oil and gas drilling industry, sought bankruptcy protection, intending to reorganize on its own with additional capital or explore a sale or other transaction. Based in Missouri City, Texas, Global Geophysical disclosed assets of $468.7 million and liabilities totaling $407.3 million as of Sept. 30, 2013. Liabilities include $81.8 million on a secured term loan owing to TPG Specialty Lending Inc. and Tennenbaum Capital Partners LLC. TPG is the lenders' agent. Global also owes $250 million on two issues of 10.5 percent senior unsecured notes, with Bank of New York Mellon Trust Co. as indenture trustee. Global Geophysical and five affiliates, including Autoseis, Inc. (lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas (Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014. The Debtors are represented by C. Luckey McDowell, Esq., Omar Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts, LLP, in Dallas, Texas; and Shelby A. Jordan, Esq., and Nathanial Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, PC in Corpus Christi, Texas. Alvarez & Marsal serves as the Debtors' restructuring advisors, Fox Rothschild Inc. as financial advisor, and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 7, has selected seven creditors to the Official Committee of Unsecured Creditors. The Committee tapped Greenberg Traurig, LLP as counsel; and Lazard Freres & Co. LLC and Lazard Middle Market LLC, as financial advisors and investment bankers. The Ad Hoc Group of Noteholders and the DIP Lenders are represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs, Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin Gump Strauss Hauer & Feld LLP. Prepetition secured lender TPG is represented by David M. Bennett, Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson & Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq., David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth & Zabel LLP. GT ADVANCED: Details of Apple Settlement Not Disclosed ------------------------------------------------------ GT Advanced Technologies Inc. has reached a global settlement with Apple Inc. in connection with the screen supplier's proposal to exit from its contractual obligations to the tech giant. No details were disclosed as the Debtors, Apple, and the Official Committee of Unsecured Creditors filed a motion for an order seeking to file the documents -- namely, the Supplemental Declaration of Daniel W. Squiller in Support of Chapter 11 Petitions and First-Day Motions, and Apple's objection to the Debtors' motion to reject their contracts -- under seal, pending approval of the settlement. The parties request that upon approval of the settlement agreement, GTAT, Apple, the Creditors' Committee, and their respective advisors be directed to destroy all copies of the declaration and the objection, in satisfaction of a condition precedent to the settlement. GTAT's proposed settlement with Apple remains subject to the review and approval, or objection, of the Creditors' Committee GT has not publicly disclosed details of its contract with Apple, saying that disclosure of these documents would violate its confidentiality agreements with Apple, risking liquidated damages claims in the amount of $50 million per violation. According to a report, attorney Luc Despins said that GT Advanced and Apple have reached an accord to shut down its scratch- resistant sapphire glass manufacturing operations in Mesa, Ariz., operations that were financed by Apple. Apple is represented in the case by: Gary T. Holtzer, Esq. Michael F. Walsh, Esq. Robert J. Lemons, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 The Creditors Committee is represented by: James S. Carr, Esq. KELLEY, DRYE & WARREN, LLP 101 Park Avenue New York, NY 10178 Telephone: (212) 808-7955 Facsimile: (212) 808-7897 About GT Advanced Technologies GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a diversified technology company producing advanced materials and innovative crystal growth equipment for the global consumer electronics, power electronics, solar and LED industries. Headquartered in Merrimack, New Hampshire, GT is a publicly held corporation whose stock is traded on NASDAQ under the ticker symbol "GTAT." As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a "severe liquidity crisis." The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. GT ADVANCED: In Agreement with Apple on Sapphire Materials ---------------------------------------------------------- Peg Brickley and Daisuke Wakabayashi, writing for The Wall Street Journal, reported that GT Advanced Technologies Inc. and Apple Inc. have reached an agreement on terms for the wind-down of sapphire-materials production in GT's Mesa, Arizona, and Salem, Massachusetts, locations. According to the report, citing a news release from GT, the settlement with Apple releases GT from "exclusivity obligations under its various agreements with Apple." GT will own "production, ancillary and inventory assets located in Mesa," while Apple gets a "mechanism for recovering its $439 million prepayment made to GT," the report further related. About GT Advanced Technologies GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a diversified technology company producing advanced materials and innovative crystal growth equipment for the global consumer electronics, power electronics, solar and LED industries. Headquartered in Merrimack, New Hampshire, GT is a publicly held corporation whose stock is traded on NASDAQ under the ticker symbol "GTAT." As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a "severe liquidity crisis." The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. HEALTHWAREHOUSE.COM INC: Shareholders Elected 4 Directors --------------------------------------------------------- Healthwarehouse.com, Inc., held an annual meeting of shareholders on Oct. 17, 2014, at which the shareholders: (1) elected Lalit Dhadphale, Youssef Bennani, Joseph Savarino and Ambassador Ned L. Siegel to the Board of Directors; (2) approved, on an advisory basis, the compensation of the Company's named executive officers; (3) approved the 2014 Equity Incentive Plan; (4) approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock; and (5) ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2014. About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter ("OTC") medical products. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing significant losses and the need to raise additional funds to meet the Company's obligations and sustain its operations. The Company reported a net loss of $5.57 million on $11.08 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $5.71 million on $10.36 million of net sales during the prior year. As of June 30, 2014, the Company had $1.02 million in total assets, $5.50 million in total liabilities and a $4.48 million total stockholders' deficit. "Since inception, the Company has financed its operations primarily through debt and equity financings and advances from related parties. As of June 30, 2014, the Company had a working capital deficiency of $5,018,086 and an accumulated deficit of $28,950,810. During the six months ended June 30, 2014, and the year ended Dec. 31, 2013, the Company incurred net losses of $670,683 and $5,489,892, respectively and used cash in operating activities of $79,176 and $1,024,781, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended June 30, 2014. Bankruptcy Warning "The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations, including the terms of its Loan and Security Agreement... and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, attempt to negotiate the preferred stock redemption and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operation and /or seek reorganization under the U.S. bankruptcy code." the Company said in the Form 10-Q Report. HIDILI INDUSTRY: Faces Challenges After Debt Repurchase ------------------------------------------------------- Stephanie Gleason, writing for Daily Bankruptcy Review, reported that Chinese coal company Hidili Industry International Development Ltd. has completed a distressed debt repurchase of more than half of its senior unsecured bonds, but the company is still facing significant challenges. According to the report, earlier this month, Hidili announced the completion of a tender offer during which it repurchased $197.2 million in senior unsecured bonds due 2015, or 51.9% of the outstanding bonds. The execution of this deal removed all restrictive covenants and events of default on the bonds, Hidili said, but it left $187.2 million outstanding and set to mature next year, the report related. About Hidili Industry Hidili is a vertically-integrated coal mining enterprise in southwestern China that supplies coking coal products to the domestic steel industry. Hidili was listed on the Hong Kong Stock Exchange in September 2007. * * * The Troubled Company Reporter, on Sep. 22, 2014, reported that Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Hidili Industry International Development Ltd. to 'CC' from 'CCC'. At the same time, S&P lowered the rating on the company's senior unsecured notes to 'CC' from 'CCC-'. S&P also lowered its long-term Greater China regional scale rating on Hidili to 'cnCC' from 'cnCCC' and that on the notes to 'cnCC' from 'cnCCC-'. On the same date, Moody's Investors Service has downgraded to Caa3 from Caa2 the rating for the US$400 million 8.625% senior unsecured notes due November 2015 ("2015 Notes") issued by Hidili Industry and downgraded Hidili's corporate family rating to Caa2 from Caa1. The downgrade was in view of Hidili's offer to buy back its senior unsecured notes as a "distressed exchange," which, according to S&P, was tantamount to an immediate default." The proposed offer represents a 30%-35% discount to the notes' par value. Hidili offered to buy back its outstanding US$400 million senior unsecured notes for US$680 plus a consent payment of US$20 per US$1,000 principal amount if bondholders accept the offer before an early tender deadline. Bondholders who accept after that deadline but before the expiration date will receive US$650 per US$1,000. Hidili was also seeking consent from bondholders to amend restrictive covenants; the amendments would allow the company to significantly increase its debt. INTELLICELL BIOSCIENCES: Hires Dawson to Act as Advisor ------------------------------------------------------- Intellicell Biosciences, Inc., executed an Advisory and Consulting Agreement having an effective date of Oct. 7, 2014, with Dawson James Securities, Inc., pursuant to which Dawson James will provide consulting advice to the Company relating to capital markets and business. Those services will include, but not be limited to, services as a placement agent as well as services related to merger/acquisition matters. The Company will pay Dawson James a nonrefundable fee paid as preferred stock providing for a future conversion to the number of shares of Company common stock equivalent to 10% of the then fully diluted stock of the Company at the time of conversion. The Company's completion of a minimum of $15 million of new investor financing, or the acquisition of the Company, will be the conversion trigger for such preferred stock. Furthermore, Dawson James will be entitled to a Finder's Closing Fee (as such term is defined in the Agreement) equal to eight percent (8%) of the aggregate purchase price paid in connection with any transaction consummated in whole or part during the term of the Agreement with any investor introduced to the Company by Dawson James. The Agreement further provides that the Company will issue Dawson James warrants as additional compensation. Pursuant to the Agreement, the Company agrees to retain, and Dawson James agrees to act, as the Company's lead underwriter for the Company of registered securities to be issued by the Company, including shares, and if applicable, warrants to purchase shares of the Company's common stock in connection with a "best efforts" or "firm commitment" offering to be made pursuant to an effective registration statement to be filed by the Company under the Securities Act of 1933, with said underwriting being completed concurrent with the listing of the Company's stock on a national exchange. The Agreement further provides that the Company will indemnify and hold harmless Dawson James and certain other indemnified parties against certain liabilities incurred. About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. Intellicell Biosciences reported a net loss of $11.14 million on $0 of total net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.15 million on $534,942 of total net revenues during the prior year. The Company's balance sheet at June 30, 2014, showed $3.34 million in total assets, $15.64 million in total liabilities, all current, and a $12.29 million total stockholders' deficit. "The Company has incurred losses since inception resulting in an accumulated deficit of $61,164,954 and a working capital deficit of $15,319,535 as of June 30, 2014, respectively. Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and a private placement of common stock or other debt or equity securities. There can be no assurance that we will be able to obtain further financing, do so on reasonable terms, or do so on terms that would not substantially dilute our current stockholders' equity interests in us. If we are unable to raise additional funds on a timely basis, or at all, we probably will not be able to continue as a going concern," the Company stated in the Form 10-Q for the quarterly period ended June 30, 2014. LDK SOLAR: Commences Chapter 11 & Chapter 15 Cases in U.S. Court ---------------------------------------------------------------- LDK Solar CO., Ltd. in provisional liquidation and its Joint Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, on Oct. 22 disclosed that on October 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc. filed voluntary petitions to reorganize under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The U.S. Debtors commenced the Chapter 11 Cases in order to implement the prepackaged plan of reorganization, with respect to which the U.S. Debtors launched a solicitation of votes on September 17, 2014 from the holders of LDK Solar's 10% Senior Notes due 2014, as guarantors of the Senior Notes, and required such holders of the Senior Notes to return their ballots by October 15, 2014. Holders of the Senior Notes voted overwhelmingly in favor of accepting the Prepackaged Plan. Contemporaneously with the filing of the Chapter 11 Cases, on October 21, 2014, LDK Solar filed a petition in the same U.S. Bankruptcy Court for recognition of the provisional liquidation proceeding in the Grand Court of the Cayman Islands, as previously announced by LDK Solar, as a foreign main proceeding under Chapter 15 of the United States Bankruptcy Code. At a hearing on October 22, 2014, the U.S. Bankruptcy Court ordered customary relief including the authority for the Debtors to continue to maintain their existing banking structure, to honor all obligations to employees, and to continue all of their ordinary course activities during the restructuring. The U.S. Bankruptcy Court also scheduled a hearing for November 21, 2014 at which it will consider confirmation of the Prepackaged Plan and Chapter 15 recognition of the Cayman Proceeding. Both the Chapter 11 Cases and Chapter 15 Case are vital steps in LDK Solar's offshore restructuring, which LDK Solar hopes to conclude in 2014. More information about the Chapter 11 Cases and Chapter 15 Case are available on the website of the U.S. Debtors' U.S. Voting Agent, Epiq Bankruptcy Solutions, LLC, at (http://dm.epiq11.com/LDK). About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. The Company's balance sheet at June 30, 2014, showed $3.3 billion in total assets, $5.23 billion in total liabilities and total stockholders' deficit of $1.92 billion. The Company had a working capital deficit and negative equity and incurred net loss over the past years due to the overall market decline and its financial performance. Due to the impending maturity of its Renminbi-denominated US$-settled 10% Senior Notes due 28 February 2014, with an aggregate principal amount of RMB 1.63 billion, the Company decided to file the appointment of provisional liquidators in the Grand Court of Cayman Islands on 21 February 2014. Eleanor Fisher and Tammy Fu of Zolfo Cooper (Cayman) Limited were appointed as joint provisional liquidators of the Company on 27 February 2014. "These factors raise substantial doubt as to our ability to continue as a going concern," according to the Company's regulatory filing with the SEC. LEHMAN BROTHERS: Hudson City Bancorp Gets Claim Payment of $2.4MM ----------------------------------------------------------------- Hudson City Bancorp, Inc. on Oct. 22 disclosed that it had two collateralized borrowings in the form of repurchase agreements totaling $100.0 million with Lehman Brothers, Inc. that were secured by mortgage-backed securities with an amortized cost of approximately $114.1 million. The trustee for the liquidation of Lehman Brothers, Inc. notified the Bank in the fourth quarter of 2011 that it considered its claim to be a non-customer claim, which has a lower payment preference than a customer claim and that the value of such claim is approximately $13.9 million representing the excess of the fair value of the collateral over the $100.0 million repurchase price. At that time the Bank established a reserve of $3.9 million against the receivable balance at December 31, 2011. On June 25, 2013, the Bankruptcy Court affirmed the Trustee's determination that the repurchase agreements did not entitle the Bank to customer status and on February 26, 2014, the U.S. District Court upheld the Bankruptcy Court's decision that the Bank's claim should be treated as a non- customer claim. As a result, the Bank increased our reserve by $3.0 million to $6.9 million against the receivable balance during the first quarter of 2014. During the third quarter of 2014, the Bank received a partial payment on its non-customer claim of $2.4 million reducing the claim amount to $4.5 million as of September 30, 2014. The disclosure was made in Hudson City Bancorp, Inc.'s earnings release for the quarter ended September 30, 2013, a copy of which is available for free at http://is.gd/HlEfJl About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LIGHTSQUARED INC: GPS Groups Want Quick Dismissal of Falcone Suit ----------------------------------------------------------------- Joseph Checkler, writing for Daily Bankruptcy Review, reported that the GPS companies and lobby group being sued by Phil Falcone want a judge to reject LightSquared's request to halt most of the suit, saying they soon could win a dismissal anyway. According to the report, in a filing with U.S. Bankruptcy Court in Manhattan, lawyers for the global-positioning-systems companies and the U.S. GPS Industry Council said waiting for a judge's ruling on the dismissal request would be better for LightSquared. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LOU PEARLMAN: Backstreet Boys Settle Bankruptcy Claims ------------------------------------------------------ Jacqueline Palank, writing for The Wall Street Journal, reported that the Backstreet Boys have settled their claims against their creator, Lou Pearlman, whose bankruptcy filing preceded the onetime music mogul's arrest on fraud charges. According to the report, under the settlement, the band members, who said Mr. Pearlman and his Trans Continental Records owed them roughly $3.5 million, will receive $90,000 on account of their claims. They'll also get to take possession of a variety of recordings of their music as well as a "Star Trek Adventure" VHS tape, the report related. MASON COPPELL: Plan Confirmation Hearing to Begin on Nov. 24 ------------------------------------------------------------ Judge Stacey Jernigan of the United States Bankruptcy Court for the Northern District of Texas approved the Disclosure Statement accompanying the First Amended Plan of Liquidation for Mason Coppell OP, LLC, et al., filed by the Official Committee of Unsecured Creditors. Judge Jernigan also established deadlines and procedures for submission of Plan ballots and objections to confirmation, and set a date to consider confirmation of the Plan. Judge Jernigan set these dates: * Record Date: October 14, 2014; * Solicitation Mailing Date: October 17, 2014; * Voting Deadline: November 18, 2014, at 4:00 p.m.; * Plan Objection Deadline: November 18, 2014, 4:00 p.m.; * Filing of Ballot Summary: November 21, 2014; and * Confirmation Hearing Date: November 24, 2014, at 10:30 a.m. The Confirmation Hearing may continue to other dates as necessary and ordered by the Court Under the Plan, the Committee proposes to administer these assets through a Liquidating Trust and appoint a Liquidating Trustee to, among other things: (1) allocate the sale proceeds as set forth in the Plan; (2) pay all secured claims, administrative expenses and priority claims; (3) liquidate all remaining assets, converting those assets to cash; and (4) distribute the cash to unsecured creditors pursuant to the terms of the Plan. Secured claims of Oxford Finance LLC will only be paid out of the assets of the Debtors obligated to Oxford Finance LLC. Mason Mesquite's estate will pay 20% of the Chapter 11 Administrative Claims incurred during the administration of the Bankruptcy Cases and 100% of any tax, secured or other priority claims asserted against its estate. The remaining cash will be allocated to a Liquidation Reserve established for the Oxford Debtors (the "Oxford Debtor Reserve") and used to pay the Oxford Secured Claim, the remaining 80% of the Chapter 11 Administrative Claims, and all other tax, secured or priority claims asserted against the Oxford Debtors. To ensure a fair balancing of the Oxford Debtors' assets, the Plan uses a formula to divide the remaining cash among the Oxford Debtors. The percentage divisions were calculated to (x) allocate the remaining 75% of the sale proceeds from the Fundamental Sale among Mason Coppell, Mason Georgetown and Mason Round Rock; (y) shift a greater percentage of the burden to pay Administrative Claims on the three foregoing estates actually involved in the Fundamental sale (i.e., Mason Friendswood's estate pays a smaller share of the Administrative Claims); and (z) utilize all Oxford Debtors' assets equally to satisfy the Oxford Secured Claim. Based on these proposed allocations and divisions, the Committee anticipates that general unsecured creditors of the Oxford Debtors will receive distributions of 4% to 7%, and creditors of Mason Mesquite will receive distributions in the range of 25% to 30% of their Allowed Claims. Copies of the Disclosure Statement Order and the Amended Plan are available for free at: * http://bankrupt.com/misc/MasonCoppell_1stAmdDS.pdf * http://bankrupt.com/misc/MasonCoppell_DS_Order.pdf About Mason Coppell Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing homes in Texas. Mason Georgetown RealCo, LLC, owns the real estate and building for the operations of Mason Georgetown. They initiated the Chapter 11 cases to effectuate a prompt transfer of their assets and operations to preserve patient safety and any potential value for creditors. Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on March 18, 2014. Judge Stacey Jernigan presides over the cases. The Debtors estimated assets of at least $10 million and debts of at least $10 million. The Debtors, except Mason Georgetown Realco, are represented by Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A. Million, Esq., at Munsch Hardt Kopf & Harr, P.C. Georgetown Realco is represented by Jonathan S. Covin, Esq., and Shayla L. Friesen, Esq., at Wick Phillips Gould & Martin, LLP. Deloitte Transactions and Business Analytics, LLP, acts as the Debtors' restructuring advisor with Louis Robichaux serving as chief restructuring officer. On March 28, 2014, the U.S. Trustee appointed an Unsecured Creditors' Committee in the cases. To date there has been no request made for the appointment of a trustee or examiner. Counsel for the Committee is Cox Smith Mathews Incorporated's Mark Andrews, Esq. Counsel for Oxford Finance, LLC, which is owed almost $16 million on a term loan and revolving credit, is Vedder Price P.C.'s Jon Aberman, Esq. Mason Coppell OP, LLC, et al., obtained Court authority to sell substantially all of their assets for a total of $16.1 million, consisting of $4.0 million for so-called facility assets and $12.1 million for the 142-bed nursing home facility commonly known as Estrella Oaks Rehabilitation Care Center, in Georgetown, Texas. At the closing of the sale, proceeds of the sale of the real property in the amount of $12.1 million, less adjustments, required U.S. Trustee fees, and required administrative expenses, will be paid to Oxford. Debtor Mason Friendswood OP, LLC, has separately sought authority to sell the Friendship Haven Health and Rehabilitation Center to ensure uninterrupted and continued care at the Facility. The Official Committee of Unsecured Creditors filed a Plan of Liquidation and accompanying Disclosure Statement on August 29, 2014. METALICO INC: Closes Debt Restructuring, Sees Improved Q3 Results ----------------------------------------------------------------- Metalico, Inc., has closed a restructuring of its major institutional debt that significantly reduces its leverage with an equity conversion and an exchange of new ten-year convertible notes and stock rights for the balance of its previously outstanding Convertible Notes. The Company also amended its senior secured financing agreement. As a result of the Note restructuring and the financing agreement amendment, Metalico's previously announced payment and covenant defaults have been waived and a standstill period invoked in July under the terms of a subordination agreement between the Company's senior secured lenders and the holders of its Convertible Notes and their respective successors and assigns has been terminated. The Company also announced plans for its Third Quarter Results conference call on Friday, Nov. 14, 2014, at 10:00 a.m. ET amid expectations of improved operating performance compared to the prior year quarter. Metalico's original Convertible Notes, issued in the principal amount of $100 million in 2008, had an outstanding balance of $23.4 million when they were put to the Company on June 30, 2014. On Oct. 17, 2014, the Note holders converted $10 million of the debt to Metalico common stock under the terms of the 2008 Notes at a rate of approximately $1.00 per share. Pursuant to an Exchange Agreement dated Oct. 21, 2014, the holders exchanged the remaining principal balance plus accrued unpaid interest, a total of approximately $14.7 million, for three sets of "New Series Convertible Notes" and a right to receive additional common shares in the event the trading price of the Company's stock falls below certain values, determined at the fortieth trading day after the date of the Exchange Agreement. The aggregate principal amounts of both the "Series A" of New Series Convertible Notes and "Series C" New Series Convertible Notes is approximately $4.5 million and the aggregate principal amount of the "Series B" New Series Convertible Notes is approximately $5.7 million. The New Series Convertible Notes mature on July 1, 2024 and bear interest, payable in kind, at a rate of 13.5% per annum. The new interest rate is applicable retroactively to balances under the original Convertible Notes as of July 1, 2014. Portions of the new notes may be paid from proceeds of Metalico's previously announced planned divestiture of non-core assets. "Series A" New Series Convertible Notes may be converted into shares of Metalico common stock at any time after issuance at a rate of $1.30 per share. The Company may not redeem any portion of the Series A Notes prior to July 1, 2017, and after that may redeem all or a portion of the balance subject to a premium payable in additional shares of stock. "Series B" and "Series C" New Series Convertible Notes will be assigned their conversion rates based on a "Note VWAP" calculation triggered as of the determination dates of Dec. 31, 2014, and April 30, 2015, respectively. "Note VWAP" is the weighted average price of Metalico common stock for a thirty-day trading period including the fifteen trading days prior to, and the fifteen trading days commencing on, the applicable determination date. As of the end of the applicable Note VWAP measuring period, each new series will have a conversion rate of 110% of its respective Note VWAP and will be convertible to Metalico common stock as of such date. All or a portion of the Series C and Series B New Convertible Notes may be redeemed by the Company, in that order, from portions of the proceeds of the Company's previously announced planned divestiture of non-core assets in certain stated and permitted amounts. Redemptions of Series B and Series C Notes from proceeds of such asset sales before their respective determination dates may be made at par without premium or penalty, and after such dates subject to the same premium as the Series A Notes. The New Series Convertible Notes provide for "true-up's" of shares at a discount in the event the trading price of Metalico stock falls below certain levels during a twenty- day trading period following the date of redemption by the Company. In connection with the restructuring of its convertible note debt, Metalico also amended its senior secured financing agreement. The modifications include increases to certain fees and to applicable margins over certain interest rates, a resetting of a financial covenant, and consent to the Note restructuring. The senior lenders also received an additional fee of $3.5 million that is payable either in cash at the maturity of the outstanding term loans under the agreement and/or, at the holder's option, but without duplication, in shares of the Company's common stock pursuant to a warrant issued at closing. The lenders' warrant has a ten-year term and is exercisable for up to 3,810,146 shares of Metalico stock at an exercise price of $.9186 per share. It is also exercisable on a "cashless" basis. The warrant shares and the shares issued and to be issued to the Note holders are also subject to certain antidilution protections. The Company will not receive any cash proceeds as a result of any of the described transactions. Under certain rules of the NYSE MKT, the Company is required to seek stockholder approval for the right to issue more than 20% of the Company's outstanding common stock as a result of potential issuances pursuant to the Exchange Agreement and the New Convertible Notes. The Company has agreed to seek such stockholder approval on or prior to Dec. 20, 2014. If, despite the Company's reasonable best efforts, stockholder approval is not obtained by that date, Metalico is required to cause additional special meetings of stockholders to be held until stockholder approval is obtained, provided that the Company is not obligated to hold more than two special meetings in addition to the Company's regular annual meeting in any given calendar twelve- month period. If the Company is not able to issue the additional common shares due under the Note exchange in compliance with NYSE MKT rules within ten days of the issuance date, the Company will instead increase the outstanding principal amount of the Series B Notes or, if no principal amounts are then outstanding under the Series B Notes, the principal amount of the Series A Notes. The Company would similarly be obligated to pay cash in lieu of the shares of common stock that would be otherwise payable under the warrant. Metalico has filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission describing in significantly more detail the terms of the Convertible Note restructuring and the amendments to the financing agreement. A copy of the regulatory filing is available at http://is.gd/lZl1l4 Metalico was represented in the restructurings by internal counsel and Lowenstein Sandler LLP. Imperial Capital, LLC, served as the Company's financial advisor. For the Third Quarter, Metalico anticipates total sales of $146 million, an increase of approximately 7% from $136 million in the same period last year. Operating income improved and is anticipated to be between $2.5 million and $3.0 million, compared to operating income of $1.8 million (excluding impairment charges) in the same period last year. Metalico estimates that reported EBITDA for the quarter will be in a range of $7 million to $7.5 million, compared to $6.5 million for the same quarter in 2013. Metalico will report financial results for the quarter ended Sept. 30, 2014, and provide an update on business developments in a conference call on Friday, Nov. 14, 2014, at 10:00 a.m. ET. The Company is scheduled to release its results earlier that day. The conference call can be accessed by dialing (800) 446-1671 (toll free) or (847) 413-3362 (toll), Conference Confirmation Number 38304004. Callers should identify the Metalico Third Quarter Results Call. A transcript of the results call will be posted on the Company's website, www.metalico.com, when available. An audio replay of the call will be accessible at (888) 843-7419 (toll free) or (630) 652-3042 (toll) for the first week after the call's conclusion. Callers will be required to enter the Conference Confirmation Number to access the recording. About Metalico Metalico, Inc. is a holding company with operations in two principal business segments: ferrous and non-ferrous scrap metal recycling, and fabrication of lead-based products. The Company operates recycling facilities in New York, Pennsylvania, Ohio, West Virginia, New Jersey, Texas, and Mississippi and lead fabricating plants in Alabama, Illinois, and California. Metalico's common stock is traded on the NYSE MKT under the symbol MEA. Metalico reported a net loss attributable to the Company of $34.81 million in 2013 following a net loss attributable to the Company of $13.11 million in 2012. Metalico incurred a net loss attributable to the Company of $3.61 million for the six months ended June 30, 2014. As of June 30, 2014, the Company had $299.05 million in total assets, $154.58 million in total liabilities and $144.46 million in total equity. MIDTOWN SCOUTS: Edward L. Rothberg Notes Change of Address ---------------------------------------------------------- Edward L. Rothberg of Hoover Slovacek LLP, counsel for Midtown Scouts Square Property, LP, et al., notified the Bankruptcy Court of the firm's change of address. Effective Aug. 25, 2014, the office's new address is: Galleria Tower II 5051 Westheimer, Suite 1200 Houston, TX 77056 All e-mail addresses, phone and fax numbers will remain the same for Mr. Rothberg. About Midtown Scouts Square Midtown Scouts Square Property, LP, and affiliate Midtown Scouts Square, LLC, own two commercial properties located in Midtown Houston, Texas. The first property is a mixed use 36,000-square- foot two-storey office/restaurant building originally constructed in 1975, while the second property is a 104,000-square foot eight- storey parking garage with ground floor retail space, both in Bagby Street, in Houston. The two entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-32920) on May 9, 2013. The petitions were signed by Erich Mundinger as president of general partner. Judge Karen K. Brown presides over the case. In its schedules, MSS Property disclosed $17,408,328 in assets and $16,666,325 in liabilities. Edward L. Rothberg, Esq. at Hoover Slovacek, LLP, serves as the Debtor's counsel. Hawash Meade Gaston Neese & Cicack, LLP, serves as special litigation counsel. The U.S. Trustee has not appointed an official committee of unsecured creditors in the Debtors' bankruptcy cases. MILLER AUTO PARTS: Seeks Authority to Sell Assets Free of Liens --------------------------------------------------------------- Miller Auto Parts & Supply Company, Inc., Johnson Industries, Inc., Miller Auto Parts & Paint Company, Inc., and AutoPartsTomorrow.com, LLC, ask the United States Bankruptcy Court for the Northern District of Georgia to: (a) enter an order shortening notice and scheduling an expedited hearing to consider approval of certain bidder protections for one or more proposed "stalking horse" purchasers with whom one or more of the Debtors reach agreement to sell any or all of their assets, which bidder protections include payment of a proposed "Break-Up Fee," and scheduling an auction sale; (b) following the conclusion of the Procedures Hearing, enter an order: * approving the proposed bidder protections and bid procedures and scheduling the proposed Auction Sale; and * scheduling a further hearing to consider approval of one or more proposed definitive asset purchase agreements between one or more of the Debtors and any Initial Bidder, or between one or more of the Debtors and any other bidder, who will have submitted the highest and best offer for the purchase of some or all of the Debtors' assets; and (c) following the conclusion of the Sale Hearing, enter an order: * approving an Agreement with any proposed Purchaser; * authorizing and approving the sale to any Purchaser the assets, which the Debtors propose to sell in the underlying Agreement free and clear of all liens, claims, interests and encumbrances; * authorizing the Debtors to assume and assign to each proposed Purchaser some or all of the Debtors' executory contracts and agreements and unexpired licenses and leases as set forth in the underlying Agreement, to be identified prior to the Sale Hearing; * fixing cure costs under Section 365 (b)(1) of the Bankruptcy Code; and * waiving the automatic 14-day stay following entry of the order in order to permit the Debtors to consummate immediately the sale of any Identified Assets and the assumption and assignment of Assigned Contracts to one or more Purchasers. The Debtors believe that sale of Identified Assets as requested herein and set forth in detail in any Agreement with a proposed Purchaser will provide a significantly greater realization for Identified Assets than the liquidation value that would be obtained if the assets were not sold expeditiously and the Debtors' business was forced to cease operations. 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. The U.S. Trustee for Region 21 appointed three creditors of Miller Auto Parts & Supply Company Inc. to serve on the official committee of unsecured creditors. The Committee selected Kane Russell Coleman & Logan as its counsel. MILLER AUTO PARTS: Creditors Committee Objects to Sale Motion ------------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy cases of Miller Auto Parts & Supply Company, Inc., et al., tells the United States Bankruptcy Court for the Northern District of Georgia that it does not oppose the sale process. On the contrary, the Committee says it is fully committed to furthering and supporting an active and robust process that puts the Debtors in the best position to maximize the sale prices of the Debtors' assets. However, the Committee says it objects to two provisions in the proposed Procedures Order on the grounds that the provisions may unnecessarily discourage parties from participating in the process or chill bidding at the Auction. Specifically, the Committee objects to the provision related to the Break-Up Fee and the provision related to the "topping" bid. The Procedures Order proposes a Break-Up Fee of 4% where the total cash purchase price proposed is $5 million or less and 3% where the total cash purchase price proposed is greater than $5 million. Representing the Committee, Joseph M. Coleman, Esq., at Kane Russell Coleman & Logan PC, in Dallas, Texas -- jcoleman@krcl.com -- states that the language in the Procedures Order is not clear as to whether the percentage amount will be applied to the amount of the Initial Bidder's bid, or if it will be applied to the ultimate sale price. He contends that the proposed Break-Up Fee is slightly more than the average, in the case of sales over $5 million, and significantly more than the average, in the case of sales under $5 million. The Committee submits that due to the circumstances of this case, the proposed Break-Up Fee should be set at a flat 2.5%, which is slightly less than the average. Mr. Coleman notes that the Debtors' bankruptcy cases involve a large number of unsecured creditors with uncertain recovery prospects, meaning that every cent counts with respect to the costs associated with administering the sale. He adds that while a slight change in the percentage will make a big difference to creditors, it is unlikely that the Debtors will be able to show that that change will dis- incentivize Initial Bidders to participate in the process. The Procedures Order also proposes a "topping" bid that a bidder will be required to make, consisting of the Break-Up Fee, "plus the lesser of the purchase price or $75,000." Currently, there is only one Initial Bidder (Fisher Auto Parts, Inc.) for one set of assets. The Committee is hopeful that, prior to service of the Procedures Order, additional Initial Bidders will be identified with bids for other portions of the Debtors' assets. At this point, however, it is not clear which assets may be subject to offers by other Initial Bidders, and whether a $75,000 topping bid amount will be a significant percentage of those amounts, Mr. Coleman contends. Therefore, the Committee proposes that the Procedures Order entered by the Court include a provision related to the topping bid that will allow the Debtors to alter or otherwise waive the $75,000 topping bid amount, upon consultation with the Committee and First Capital Holdings Inc. The Committee points out that this will allow the Debtors to have the tools necessary to deal with what may be complicated offers by various parties for different sets of assets. 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. The U.S. Trustee for Region 21 appointed three creditors of Miller Auto Parts & Supply Company Inc. to serve on the official committee of unsecured creditors. The Committee selected Kane Russell Coleman & Logan as its counsel. MUSCLEPHARM CORP: Chief Marketing Officer Quits ----------------------------------------------- Mr. Sydney Rollock resigned his position as chief marketing and sales officer of MusclePharm Corporation on Oct. 14, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. Simultaneously with Mr. Rollock's resignation as an employee of the Company, Mr. Rollock and the Company entered into a Separation and Release of Claims Agreement pursuant to which Mr. Rollock ended his employment with the Company. Pursuant to the Release Agreement, Mr. Rollock will receive (i) his current base salary up to and including Dec. 31, 2014, (ii) $112,500, to be paid on Dec. 31, 2014, and (iii) all unvested restricted stock units owned by Mr. Rollock pursuant to a previously executed RSU Agreement (as it is defined the Release Agreement) will vest as scheduled notwithstanding Mr. Rollock's resignation, in exchange for releasing and discharging the Company and its affiliates and subsidiaries from any and all claims of any kind arising out of, or related to, his employment and separation from employment with the Company. Mr. Rollock's resignation was not as a result of any disagreements with the Company's operations, policies or practices. Meanwhile, on Sept. 25, 2014, the Superior Court of New Jersey Law Division: Bergen County ordered judgment in favor of MusclePharm Corporation in a law suit, Docket No.: BER-L-681-14, the Company filed against defendant Anthony Connors for defamation and trade libel seeking injunctive relief and damages. Pursuant to the Order for Judgment, the Court awarded damages in the amount of $5,086,000 plus punitive damages in the amount of $1,000,000. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm reported a net loss after taxes of $17.71 million in 2013, a net loss after taxes of $18.95 million in 2012, and a net loss of $23.28 million in 2011. As of June 30, 2014, the Company had $66.93 million in total assets, $28.83 million in total liabilities, and $38.09 million in total stockholders' equity. NATIONAL AIR: Files Chapter 11 Bankruptcy Petition -------------------------------------------------- National Air Cargo, Inc., a freight forwarder specializing in difficult-to-move cargo, on Oct. 20 disclosed that it has filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of New York. National Air Cargo, Inc. (NAC Inc.) is a subsidiary company of National Air Cargo Holdings, Inc., a Florida corporation with more than 20 different subsidiary companies. National Air Cargo Holdings, Inc., National Airlines and National Air Cargo Holdings, Inc.'s other global subsidiary companies are not parties to and have nothing to do with the bankruptcy filed by NAC Inc., a New York corporation. NAC Inc. and its predecessor have been in business for more than 23 years. Despite downturns in the economy NAC Inc. has continued to run a stable business; however, in October 2013, a United States District Court entered a judgment against NAC Inc. The case was filed by start-up Global BTG in 2010, and alleged that NAC Inc. breached a Letter of Intent by failing to finance aircraft leases through Global. NAC Inc. continues to contend there was no enforceable agreement and there was no breach. NAC Inc. has an appeal pending at the United States Court of Appeals for the Ninth Circuit. Filing bankruptcy allows NAC Inc. to continue business without the immediate threat of Global's judgment, and therefore permits NAC Inc. to continue serving its clients, making payments to all of its business partners, and employing its valued team members in the Orchard Park New York and Herndon Virginia areas. Christopher Alf, CEO of NAC Inc., explained, "We have appealed the unjustified and unexpected verdict in the case brought by Global BTG in 2010, but unfortunately that appeal will not be decided for some time. We believe we will be victorious in the appeal. Seeking Chapter 11 relief will permit NAC Inc. to serve its customers while reorganizing NAC Inc.'s financial situation caused by this one off event. Our focus at this time is to continue to offer the same high level of service our customers expect and rely on." Mark Burgess, Managing Director of NAC Inc., says his team in Orchard Park "is committed to continuing uninterrupted diligent hard work in routing challenging cargo to locations around the globe. My team gives 110% every day, that won't change. We'll move cargo -- whether it's lifesaving medical equipment or mission critical aircraft parts -- it's what we do best." Brian Conaway, Vice President of Finance for the parent company, added, "We remain committed to performing under all our contracts and growing our business." About National Air Cargo National Air Cargo, Inc. -- http://www.nationalaircargo.com/-- is incorporated in the state of New York and operates out of Orchard Park New York. The parent company is incorporated in the state of Florida. National Air Cargo, Inc. provides transportation and logistics solutions to get cargo quickly and safely to wherever it needs to be. NATIONAL MENTOR: Moody's Raises Corporate Family Rating to B2 ------------------------------------------------------------- Moody's Investors Service upgraded National Mentor Holdings, Inc.'s Corporate Family Rating to B2 from B3, Probability of Default rating to B2-PD from B3-PD, and Senior Unsecured Notes to Caa1 from Caa2. Moody's also affirmed the B1 ratings on the company's senior secured credit facilities, as well as its SGL-2 speculative grade liquidity rating, signifying good liquidity. The rating outlook is stable. This rating action concludes the ratings review of National Mentor initiated on September 17, 2014. The upgrade of the Corporate Family Rating reflects the improvement in National Mentor's financial leverage, namely the redemption of $162 million of the company's outstanding $212 million 12.5% senior unsecured notes with $199 million in proceeds raised from an initial public offering ("IPO"). The debt repayment has resulted in an improvement in the company's pro forma financial leverage to approximately 5.2x from 6.0x for the 12 months ended June 30, 2014. Moody's expects National Mentor's financial leverage to remain within a range of 4.8x to 5.2x over the next 12 to 18 months, and that the company will maintain a disciplined acquisition strategy and good availability under combined sources of internal and external liquidity. As National Mentor reduced the amount of its senior unsecured notes outstanding, the remaining debt is predominantly comprised of senior secured credit facilities, with reduced loss absorption in the form of junior debt. As such, concurrent with the upgrade of the CFR to B2, the senior secured credit facilities remain B1, one-notch above the CFR, compared to the prior two-notch gap, reflecting the reduced loss absorption provided by the senior unsecured notes. Following is a summary of Moody's rating actions: National Mentor Holdings, Inc. Ratings upgraded: Corporate Family Rating to B2 from B3 Probability of Default Rating to B2-PD from B3-PD Senior Global Notes to Caa1 (LGD6) from Caa2 (LGD5) Ratings affirmed: Senior secured credit facilities at B1 LGD3 Speculative Grade Liquidity Rating at SGL-2 Outlook Actions: Outlook, Changed To Stable From Rating Under Review Rating Rationale National Mentor's B2 Corporate Family Rating reflects the company's high financial leverage, high exposure to federal and state reimbursement, high revenue concentration among its largest states, and exposure to potential state budget pressures. However, the ratings also reflect the company's leading position in the otherwise fragmented market of home and community-based human services. The stable outlook reflects Moody's expectation that the company will be able to effectively manage potential reimbursement pressures or other operating challenges, while preserving operating performance. National Mentor should continue to benefit from its considerable scale in its sector and its market position. However, Moody's expects leverage to remain high and interest coverage to remain moderate. Given Moody's expectation that leverage will remain high and interest coverage will remain moderate, the rating agency does not foresee a further rating upgrade over the near term. However, the rating could be upgraded if performance improves and financial leverage moderates such that debt/EBITDA approaches 4.0 times. The ratings could be downgraded if there is deterioration in the company's operating performance, such that free cash flow turns negative on a sustained basis, or if the company undertakes material debt-financed acquisitions or shareholder initiatives. In particular, the ratings could be downgraded if adjusted debt/EBITDA approaches 6 times. The principal methodology used in this rating was Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Boston, MA, National Mentor Holdings, Inc. (National Mentor) through its subsidiaries, provides home and community-based health and human services to (i) individuals with intellectual or developmental disabilities; (ii) persons with acquired brain injury and other catastrophic injuries and illness; and (iii) at-risk youth with emotional, behavioral or medically complex needs and their families. For the twelve months ended June 30, 2014, and on a pro forma basis for the acquisition of Mass Adult Day Health Alliance, the company generated net revenue of approximately $1.3 billion. NATROL INC: Has Until Jan. 7 to File Notices to Remove Actions -------------------------------------------------------------- The U.S. Bankruptcy Court extended until Jan. 7, 2015, the period within which Natrol Inc., et al., may remove actions pending in various state and federal courts as of their bankruptcy filing. As reported in the Troubled Company Reporter on Sept. 11, 2014, the Debtors said that since the petition date, they have been working to ensure their smooth entry into chapter 11 and deal with issues related to the commencement of the cases, including, inter alia, preparing and filing their schedules of assets and liabilities, producing monthly operating and other reports, responding to creditor inquiries and demands, retaining professionals, evaluating their existing contracts and leases, addressing vendor issues, and handling the other various tasks of the administration of their bankruptcy estates. 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. NAUTILUS HOLDINGS: Solicitation Period Extended to Mid-January -------------------------------------------------------------- Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York extended Nautilus Holdings Limited, et al.'s exclusive period to solicit acceptances of its plan until Jan. 15, 2015. According to Law360, Nautilus will use the time to cut deals with bank syndicate lenders skeptical of its proposed restructuring plan, which is purportedly being challenged by a mystery investor who wants to acquire a blocking position in its debt. Nautilus Holdings Limited and 20 affiliated companies, including Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in White Plains, New York, on June 23, 2014. The affiliates are Nautilus Holdings No. 2 Limited; Nautilus Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited; Nautilus Shipholdings No. 3 Limited; Able Challenger Limited; Charming Energetic Limited; Dynamic Continental Limited; Earlstown Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour Limited; Metropolitan Vitality Limited; Miltons' Way Limited; Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit Limited; Superior Integrity Limited; and Vivid Mind Limited. The Debtors' cases have been assigned to Judge Robert D. Drain, and are being jointly administered for procedural purposes. Hamilton, Bermuda-based Nautilus estimated $100 million to $500 million in assets and debt. Monrovia, Liberia-based Reminiscent Ventures S.A. owns 100% of the stock. Nautilus has tapped Jay Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel; and AP Services, LLC, as financial advisor. Epiq Bankruptcy Solutions LLC serves as the claims and noticing agent. NCL CORP: Moody's Rates New $500MM Term Loan B 'Ba2' ---------------------------------------------------- Moody's Investors Service rated NCL Corporation Limited's ( dba Norwegian Cruise Line) new proposed $500 million term loan B at Ba2. At the same time, Moody's affirmed Norwegian's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and SGL-2 Speculative Grade Liquidity Rating. The rating outlook has been revised to stable from negative(m). Ratings Rationale The proposed $500 million term loan B along with a proposed $450 million increase in the size of Norwegian's existing $633 million term loan A, a senior unsecured debt offering or bridge loan, and an equity issuance of 20.3 million shares will be used to finance the $3.025 billion acquisition of Prestige Cruises International, Inc. Prestige is the parent company of Oceania Cruises Inc. and Seven Seas Cruises S. DE R.L. Upon closing of the acquisition, Prestige's existing debt (excluding its new build ship debt) will be repaid and all the existing ratings of Oceania Cruises Inc. and Seven Seas Cruises S. DE R.L. will be withdrawn. For NCL Corporation Limited: Ratings assigned: Proposed $500 million term loan B at Ba2, LGD 3 Ratings affirmed: Corporate Family Rating at Ba3 Probability of Default Rating at Ba3-PD Speculative Grade Liquidity Rating at SGL-2 Ratings confirmed: $625 million revolving credit facility due 2018 at Ba2, LGD 3 Upsized $1.1 billion term loan A (originally $675 million) due 2018 at Ba2, LGD 3 $300 million senior unsecured notes due 2018 at B2, LGD 6 This rating action concludes the review-direction uncertain on Norwegian's individual debt instruments that was initiated on September 3, 2014. The change in rating outlook to stable acknowledges that Moody's believes Norwegian's earnings growth over the next twelve to eighteen months supports it quickly reducing its leverage following the close of the acquisition. The stable outlook reflects that Moody's expects Norwegian's earnings will grow such that debt to EBITDA will fall below 5.25 times by December 31, 2015. The affirmation of Norwegian's Ba3 Corporate Family Rating reflects Moody's positive view of the Prestige acquisition given the resulting combined company's larger scale, greater operating leverage, and increased diversification into the premium and luxury segments of the cruise industry. Although Norwegian will remain the third largest cruise company, its net revenues will increase about 39% to about $3 billion pro forma for the acquisition and the number of its ships will grow from 13 to 21. Norwegian's well known brand name -- Norwegian Cruise Line -- and the young age of its cruise ship fleet, enables the company to effectively compete against its larger rivals, Carnival Corp (Baa1, stable) and Royal Caribbean (Ba1, stable) . In addition, the acquisition of Prestige will reduce Norwegian's revenue reliance on the heavily saturated Caribbean market from around 49% to about 43% going forward. Pro forma for the acquisition, Moody's estimates that Norwegian's debt to EBITDA is high at 5.8 times and EBIT to interest expense is 2.9 times for the twelve months ended June 30, 2014. The ratings considers Moody's view that Norwegian is committed to reducing debt to EBITDA post acquisition. Moody's expects Norwegian's debt to EBITDA to quickly improve driven by earnings growth in the 12 to eighteen months following the acquisition. The rating also considers the current promotional pricing environment of the cruise industry as well as rising industry-wide capacity that could dampen the pace of cruise price improvement. However, the ratings incorporate Moody's favorable medium term growth outlook for global leisure travel and the expectation that the cruise industry will capture its share of this growth. Ratings could be upgraded should Norwegian sustain debt to EBITDA below 4.5 times and EBIT to interest expense above 3.0 times so long as the outlok for the cruise industry is stable. A ratings upgrade would also require a financial policy that supports credit metrics remaining at these levels. Ratings could be downgraded should Norwegian's operating performance weaken or its financial policy change such that it is unlikely it will reduce debt to EBITDA to below 5.25 times within eighteen months of closing the Prestige acquisition or should EBIT to interest expense decline below 2.0 times. NCL Corporation Ltd., headquartered in Miami, FL, is a wholly owned subsidiary of Norwegian Cruise Line Holdings Ltd. It operates 13 cruise ships that offer itineraries in North and South America as well as Europe. Genting HK, TPG, and affiliates of Apollo Management own approximately 55.4% of the company. The remainder of the company's shares are publically traded. Annual net revenues are over $2 billion. In September 2014, Norwegian reached an agreement to acquire Prestige Cruises International, the parent company of Oceania Cruises and Seven Seas cruises. Oceania is a five ship cruise company in the premium segment of the industry with destination oriented cruises. Oceania's annual revenues are over $490 million. Seven Seas is a three ship cruise operator that targets the luxury segment. Seven Seas generates about $365 million of revenues. The principal methodology used in this rating was Global Lodging & Cruise Industry Rating Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. NCL CORP: S&P Assigns 'BB+' Rating on $500MM Term Loan B -------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' issue-level rating and '1' recovery rating to NCL Corp. Ltd.'s planned $500 million term loan B due 2021. The '1' recovery rating on the facility indicates S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. S&P also affirmed its 'BB+' issue-level rating and '1' recovery rating on NCL's term loan A due 2018 following the planned add-on of $450 million in term loan debt. Following the completion of the transactions, the planned total size of the term loan A will be approximately $1.1 billion. At the same time, S&P affirmed all issue-level ratings on NCL, including its 'BB-' issue-level and '3' recovery ratings on the company's unsecured notes. S&P removed all issue-level ratings from CreditWatch, where it had placed them with negative implications on Sept. 3, 2014 following the announcement of the Prestige acquisition. The resolution of our CreditWatch follows S&P's assessment of the company's expected post-acquisition capital structure. The '3' recovery rating on NCL's unsecured debt reflects S&P's expectation for meaningful (50% to 70%) recovery prospects for noteholders. The affirmation on the senior unsecured notes also assumes NCL is contemplating up to $780 million in new unsecured notes to finance the Prestige acquisition. NCL will use the proceeds from the planned term loan issuances, along with up to $780 million of new unsecured debt, to help fund the acquisition of Prestige Cruises International Inc., owner of Oceania Cruises Inc. and Seven Seas Cruises S. DE R.L. "Our 'BB-' corporate credit rating and stable rating outlook on NCL are unchanged. We affirmed the corporate credit rating on NCL and revised our rating outlook to stable from positive on Sept. 3, 2014 upon NCL's announcement it had agreed to acquire Prestige Cruises International for $3.025 billion. The affirmation reflected our view that the acquisition strengthens NCL's business profile and offsets additional leverage to complete the acquisition. In addition, the significant portion of equity financing that NCL plans to issue limits the increase in leverage related to the acquisition. The acquisition improves NCL's scale, scope, and diversity, by adding two new brands in different price segments, as well as 20% in additional capacity, to NCL's existing fleet. Furthermore, the combined entity's larger scale improves NCL's ability to internally fund future ship deliveries. We believe that the combined entity's greater scale, as well as a complementary schedule of new ship deliveries over the next several years, will position NCL to be able to improve leverage over the next several years," S&P said. S&P expects NCL's leverage, pro forma for the acquisition, will increase to the low-to-mid-5x area in 2014 and improve to around 5x by the end of 2015. Funds from operations to debt will average around 15% and EBITDA coverage of interest will be above 4x through 2015. S&P expects NCL will be able to reduce leverage further in 2016, to the low- to mid-4x area, because of new ship deliveries that will add additional capacity and support of fleet- wide yield growth and meaningful EBITDA growth. RATINGS LIST NCL Corp. Ltd. Corporate Credit Rating BB-/Stable/-- New Rating NCL Corp. Ltd. $500 mil. term loan B due 2021 Senior Secured BB+ Recovery Rating 1 Rating Affirmed; Recovery Rating Unchanged; Ratings Removed From CreditWatch To From NCL Corp. Ltd. Senior Secured BB+ BB+/Watch Neg Recovery Rating 1 1 NCL Corp. Ltd. Senior Unsecured BB- BB-/Watch Neg Recovery Rating 3 3 NORTEL NETWORKS: Docs Vital To Rockstar IP Row, Time Warner Says ---------------------------------------------------------------- Law360 reported that Time Warner Cable Inc. urged a Delaware bankruptcy judge to reject a bid by defunct Nortel Networks Inc. to grant it protection against subpoenas it has received in connection with patent infringement litigation involving Rockstar Consortium LP, the buyer of Nortel's patent portfolio. According to the report, Time Warner, which is facing infringement claims from patent assertion entity Rockstar over patents that were sold to it by Nortel, objected to Nortel's motion to stay third-party discovery. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Unsecured Creditors Committee. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long- Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. NYTEX ENERGY: Unit Signs $15 Million Loan Agreement --------------------------------------------------- Sable Operating Company, a wholly-owned subsidiary of NYTEX Energy Holdings, Inc., entered into a loan agreement of up to $15,000,000 with certain third party lenders, according to a regulatory filing with the U.S. Securities and Exchange Commission. The proceeds of the Loan are to be used to fund Sable's purchase of certain oil and gas leasehold interests and related property and equipment pursuant to that certain Purchase and Sale Agreement between Upham Oil & Gas Company, L.P., MKU Producing L.P. and RU Producing L.P., as seller, and Sable Operating Company (f/k/a NYTEX Petroleum, as purchaser, dated July 7, 2014, as amended by that Amendment No. 1 to Purchase and Sale Agreement, dated Aug. 25, 2014. In connection with the Loan Agreement, on Oct. 14, 2014, Sable executed and delivered to the order of each Lender a party thereto a promissory note in the amount of such Lender's commitment. As of Oct. 14, 2014, Sable had issued Notes totaling $8,900,000 and may issue further Notes for up to an additional $6,100,000. Each Note bears interest on the unpaid principal balance from time to time outstanding at the rate of 13% per annum. Interest only on each Note is due and payable quarterly in arrears commencing on Jan. 15, 2015, and continuing on the fifteenth day of each April, July, October and January thereafter through April 15, 2016. Commencing on July 15, 2016, and continuing on the fifteenth day of each April, July, October and January thereafter, principal and interest is due and payable quarterly based on a fifteen year amortization schedule. The unpaid principal balance, and all accrued and unpaid interest, is due and payable on Oct. 15, 2017. Sable can prepay the Notes at any time. RKJ Holdings, LLC, is one of the Lenders under the Loan Agreement as of Oct. 14, 2014. RKJ Holdings, LLC, is owned and managed by Mr. Cory R. Hall, the president and chief operating officer of NYTEX and a member of the NYTEX Board of Directors. As a Lender, RKJ Holdings loaned Sable $2,850,000 at closing. In connection with the transactions, effective Oct. 14, 2014, NYTEX issued warrants exercisable for approximately 4,895,000 shares of common stock of NYTEX to the Lenders on such date, at an exercise price of $0.50 per share, in consideration of the distribution of the Loan proceeds to Sable, pursuant to warrant agreements with each of the Lenders. As a Lender, Mr. Hall's entity, RKJ Holdings, LLC, was issued warrants to purchase 1,567,500 shares of NYTEX common stock as part of the transactions contemplated by the Loan Agreement. Completion of Acquisition of Assets On Oct. 15, 2014, Sable completed an acquisition of certain oil and gas assets pursuant to the terms of the Acquisition Agreement. These assets included (i) a one hundred percent working interest in and to the certain leases and (ii) all right of way agreements, all pipelines and flow lines, compressor site leases, facility site leases, tanks, jacks, separators, compressors, well bores, tubing, casing, pumps and all other equipment and property directly used in connection with the operation and production from the Leases. The Purchased Assets consist of 19,881 leasehold acres with 123 existing wells, including 49 commercially producing wells at the time of acquisition, 69 shut-in wells that Sable plans to return to production through a combination of workovers including mechanical repairs, adding perforations, acidizing, fracture stimulations and recompletions in additional productive formations behind pipe, 4 injection wells and 1 salt water disposal well. The property contains sufficient leasehold acres upon which Sable intends to drill numerous infield wells. The total purchase price for these assets was $9,500,000, paid at closing. A copy of the Form 8-K filing with the SEC is available for free at http://is.gd/zMbXwh About NYTEX Energy Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an energy holding company with operations centralized in two subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX Petroleum, Inc. ("NYTEX Petroleum"). FDF is a 35 year old full- service provider of drilling, completion and specialized fluids and specialty additives; technical and environmental support services; industrial cleaning services; equipment rentals; and transportation, handling and storage of fluids and dry products for the oil and gas industry. NYTEX Petroleum, Inc., is an exploration and production company focusing on early stage development of minor oil and gas resource plays within the United States. NYTEX Energy reported a net loss of $2.67 million in 2013 following a net loss of $5.15 million in 2012. In their report on the Company's consolidated financial statements for the year ended Dec. 31, 2013, Whitley Penn LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company will need additional working capital to fund operations. The Company's balance sheet at March 31, 2014, showed $4.32 million in total assets, $1.42 million in total liabilities, $3.72 million in mezzanine equity, and a $816,573 total stockholders' deficit. "We cannot be certain that our existing sources of cash will be adequate to meet our liquidity requirements, including cash requirements that may be due under existing debt obligations as well as amounts due to our vendors in the normal course of business. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due," the Company stated in its quarterly report for the period ended March 31, 2014. OPTIM ENERGY: Oct. 29 Hearing on Manager Incentive Plan Approval ---------------------------------------------------------------- The Bankruptcy Court will convene a hearing on Oct. 29, 2014, at 10:30 a.m., to consider Optim Energy, LLC, et al.'s authorization to implement a manager incentive program. Objections, if any, are due Oct. 22, at 4:00 p.m. According to the Debtors, this is their second incentive compensation program for Nick Rahn, chief executive officer. At the time they implemented the first incentive compensation program, they were focused on the sale of the Twin Oaks Plant, which was rapidly losing money. The Debtors' strategy regarding the Gas Plant Portfolio was uncertain at the time. The MIP proposes to make Mr. Rahn eligible to receive performance bonuses for managing the successful disposition of the Gas Plant Portfolio. The MIP is comprised of two components: (a) $200,000, which is earned upon the Court's approval of a motion authorizing the Debtors to enter into a binding sale agreement or plan sponsor agreement relating to the disposition of the Gas Plant Portfolio; and (b) a variable amount equal to 33.3 basis points of the portion of gross sales proceeds above a threshold determined by the board of directors received for the Gas Plant Portfolio. The qualified transaction award will be payable upon the entry of: (a) a final order approving a sale of the Gas Plant Portfolio; (b) a confirmation order approving the transactions set forth in a plan sponsor agreement that results in a disposition of the Gas Plant Portfolio; or (c) an order approving any other transaction. About Optim Energy Optim Energy, LLC, and its affiliates are power plant owners principally engaged in the production of energy in Texas's deregulated energy market. Optim owns and operates three power plants in eastern Texas: the Twin Oaks plant in Robertson County, Texas, the Altura Cogen plant in Harris County, Texas and the Cedar Bayou plant in Chambers County, Texas. The Altura and Cedar Bayou plants are fueled by natural gas, and the third is coal- fired. Optim Energy and its affiliates sought Chapter 11 protection from creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12, 2014. The Debtors have tapped Bracewell & Giuliani LLP and Morris, Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as restructuring advisors; and Prime Clerk LLC as claims agent. Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450 in liabilities. Optim Energy Cedar Bayou 4, LLC, disclosed $183,694,097 in assets and $717,646,180 in liabilities as of the Chapter 11 filing. The Debtors have $713 million of outstanding principal indebtedness. On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the Bankruptcy Court that she was unable to appoint an official committee of unsecured creditors in the Debtors' cases. The U.S. Trustee explained that there were insufficient responses to her communication/contact for service on the committee. PRIME TIME: Has Dec. 15 to Exclusivity Propose Chapter 11 Plan -------------------------------------------------------------- The Bankruptcy Court extended Prime Time International Company, et al.'s exclusive periods to file a chapter 11 plan until Dec. 15, 2014, and solicit acceptances for that plan until Feb. 16, 2015. Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco, which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.78 million in total assets and $23.37 million in total liabilities as of Jan. 31, 2014. RADNOR HOLDINGS: Skadden Dispute to Stay in Bankruptcy Court ------------------------------------------------------------ Law360 reported that a Delaware federal judge denied defunct packaging company Radnor Holdings Co.'s motion to move an adversary case out of bankruptcy court, after its former executive failed to convince judges that Skadden Arps Slate Meagher & Flom LLP conspired with a hedge fund to sell off its assets. According to the report, in August, a Delaware federal court upheld the bankruptcy court's $4 million fee award to Skadden Arps Slate Meagher & Flom LLP for its work representing Radnor, affirming Judge Peter J. Walsh's June 2013 order. The case is Radnor Holdings Corporation et al v. Skadden Arps Slate Meagher & Flom LLP et al., Case No. 1:14-cv-01267 (D. Del.) before Judge Richard G. Andrews. About Radnor Holdings Based in Radnor, Pennsylvania, Radnor Holdings Corporation -- http://www.radnorholdings.com/-- manufactured and distributed a broad line of disposable food service products in the United States, and specialty chemicals worldwide. The Debtor and its affiliates filed for chapter 11 protection on August 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894). Gregg M. Galardi, Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher &Flom, LLP, in Wilmington, Del.; and Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena M. Samole, Esq., at Skadden, Arps, Slate, Meagher &Flom, LLP, in Chicago, Ill., serve as the Debtors' bankruptcy counsel. When the Debtors filed for protection from their creditors, they disclosed total assets of $361,454,000 and total debts of $325,300,000. RB ENERGY: TSX to De-List Shares Following CCAA Filing ------------------------------------------------------ RB Energy Inc. has been advised by the Toronto Stock Exchange that it will de-list the Company's common shares effective at the close of business on November 24, 2014 for failure to meet the continued listing requirements of the TSX. The Company's common shares will remain suspended from trading until that time. The Company is currently subject to creditor protection under the provisions of the Companies' Creditors Arrangement Act and is pursuing all options to restructure its affairs. This process is expected to span a period of a few months. While there is no assurance that the Company will be successful in restructuring its affairs, if these efforts are successful, and the Company emerges from creditor protection, it will then consider re-listing its common shares on the TSX or another exchange. About RB Energy Inc. RBI is a Canadian company formed pursuant to the arrangement involving Sirocco Mining Inc. and Canada Lithium Corp. It currently owns Aguas Blancas, an iodine producing mine in northern Chile, and the Quebec Lithium Project near Val d'Or, the geographical heart of the Quebec mining industry. REFCO PUBLIC: Plan of Liquidation Declared Effective ---------------------------------------------------- Refco Public Commodity Pool, L.P., formerly known as S&P Managed Futures Index Fund, LP, notified the Bankruptcy Court that the Effective Date of its Amended Plan of Liquidation occurred on Sept. 30, 2014. As reported in the TCR on Oct. 8, 2014, the Debtor won an order confirming its Amended Plan of Liquidation that provides that the Debtor will assume as part of the plan a letter agreement with KPMG (Cayman) regarding the provision of restructuring advisory services in relation to the SPhinX Companies, dated April 11, 2014. Under the Plan, holders of allowed secured and unsecured claims are not impaired and will receive full payment with interest on or as soon as practicable after the effective date of the Plan. Holders of limited partnership interests will each receive a pro rata share of remaining cash after payment of claims and will vote on the Plan. Holders of subordinated interests are not receiving anything and are deemed to reject the Plan. There are 1,700 limited partners. As of the date of filing of the bankruptcy case, the Fund had $11.97 million in cash. The Fund expects to receive substantial additional distributions from the SPhinX Group through the end of its liquidation. A full-text copy of the Amended Plan dated Sept. 8, 2014, is available at http://bankrupt.com/misc/RefcoPublicplan0908.pdf About Refco Public Commodity Refco Public Commodity Pool, L.P., also known as S&P Managed Futures Index Fund, L.P., is a fund that was formed in May 2003 to make investments that substantially track the performance of the Standard & Poor's Managed Futures Index. It did this by investing substantially all of its assets in SPhinX Managed Futures Fund, SPC, a Cayman Islands domiciled segregated portfolio company. RefcoFund Holdings, LLC was the general partner of the Fund. Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014. Daniel F. Dooley signed the petition as managing member of MAA, LLC. The Debtor estimated assets of $17 million and debt of $0. The case is assigned to Judge Brendan Linehan Shannon. Attorneys for the Debtor are Russell C. Silberglied, Esq., Paul N. Heath, Esq., and Amanda R. Steele, Esq., at Richards, Layton, & Finger, PA of Wilmington, Delaware and Dennis J. Connolly, Esq., William S. Sudgen, Esq., and Suzanne N. Boyd, Esq., at Alston & Bird, LLP of Atlanta, Georgia. Morris Anderson & Associates, Ltd., is the Debtor's financial advisor, and Maples & Calder serves as the Debtor's Cayman Islands counsel. RESIDENTIAL CAPITAL: Takes Hit In $88M Suit vs. Capital One Unit ---------------------------------------------------------------- Law360 reported that U.S. District Judge Donovan Frank in Minnesota has partially granted a Capital One Finance Corp. unit's motion to dismiss a suit by bankrupt Residential Capital LLC over $88 million in mortgage loans that it says were misrepresented, saying that some claims were made too late. According to the report, Judge Frank said that the breach-of-contract claims -- one of two causes of action in the suit against Greenpoint Mortgage Funding Inc. -- were filed more than six years after the breach occurred. The case is Residential Funding Company, LLC v. Greenpoint Mortgage Funding, Inc., Case No. 0:13-cv-03538 (D. Minn.). About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RESPONSE BIOMEDICAL: Signs $8.8 Million Contract With Joinstar -------------------------------------------------------------- Response Biomedical Corp. has entered into a funded Technology Development Agreement with Hangzhou Joinstar Biomedical Technology Co. Ltd., to support the co-development by Response and Joinstar of components and multiple assays that will run on a high throughput rapid immunoassay analyzer developed by Joinstar. Under the terms of the Technology Development Agreement and related agreements, Response will receive cash proceeds totaling approximately $8.82 million. The parties have also entered into a binding term sheet for a definitive Supply Agreement whereby Response will provide certain raw materials to Joinstar required for Joinstar to manufacture these multiple assays. "We are extremely pleased to have entered into these agreements with Joinstar as they will allow Response to use its extensive research and development capabilities to create an additional revenue stream for Response that will complement our sales from our current distributors in China," said Dr. Tony Holler, acting chief executive officer of Response. "Joinstar has been monitoring the product quality performance of products currently on the market. We recognized the quality of the products manufactured by Response so we approached Response to work with us to co-develop the assays for use on our high throughput rapid immunoassay analyzer which will be sold into facilities that require a much higher throughput than current Point of Care analyzers can provide," stated Mr. Xuyi Zhou, president of the Board of Directors of Joinstar. Under the terms of the Technology Development Agreement, Joinstar will pay US$560,000 upon the signing of the agreement and will pay a further US$3.24 million in development milestones over the planned fifteen month development period. In addition, under the terms of the Supply Agreement, Response will receive a guaranteed US$2.13 million in revenue based payments over the first five years of commercialization of the co-developed assays. Joinstar related entities have also agreed to subscribe for 1,800,000 common shares of Response at a price of $1.21 per share for total gross proceeds of $2,178,000. Closing of the equity purchase is subject to approval by the TSX and certain Chinese government authorities. About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. Response Biomedical reported a net loss and comprehensive loss of $5.99 million in 2013, a net loss and comprehensive loss of $5.28 million in 2012 and a net loss and comprehensive loss of $5.37 million in 2011. The Company's balance sheet at June 30, 2014, showed C$13.73 million in total assets, C$16.07 million in total liabilities and a C$2.33 million total shareholders' deficit. PricewaterhouseCoopers LLP, in Vancouver, British Columbia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring losses from operations and has an accumulated deficit at Dec. 31, 2013, which raises substantial doubt about its ability to continue as a going concern. RYNARD PROPERTIES: Nov. 5 Hearing on Approval of Plan Outline ------------------------------------------------------------- The Bankruptcy Court will convene a hearing on Nov. 5, 2014, at 10:00 a.m., to consider adequacy of information in the Disclosure Statement explaining Rynard Properties Ridgecrest, LP's Plan of Reorganization. According to the Disclosure Statement dated Sept. 28, 2014, the general framework for the Plan involves (i) the refinancing of the indebtedness to Federal National Mortgage Association (FNMA), as successor to Wells Fargo Bank, secured by the project -- a low income housing tax credit project; and (ii) the distribution of the proceeds of the refinancing to the holders of allowed claims against the Debtor. The Debtor has received preliminary interest from one or more lenders to provide a loan in the principal amount of $6 million to be utilized to refinance the FNMA Secured Claim and to make other payments required by the Plan. Pending the consummation of the refinancing, payments to FNMA will be amortized with payments of principal and interest being made until the earlier of (i) consummation of the refinancing and (ii) the maturity date. The refinancing to be obtained on or before the maturity date, will be secured by a first position lien on the project. The payments to be made under the Plan will come from several sources. First, available cash on hand on the Effective Date and income from operation of the project will be used in making the payments to holders of Allowed Secured Claims required under the Plan pending the Refinancing. Second, on and after the Effective Date, the Reorganized Debtor will provide sufficient amounts to fund the payments to Class 3 Unsecured Non-Priority Claims in the estimated amount of $200,000. The Reorganized Debtor's operations will be funded by cash generated from operations to fund the payments required under the Plan pending the refinancing. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/RynardProperties_89_DS.pdf About Rynard Properties Ridgecrest Rynard Properties Ridgecrest LP is a Tennessee limited partnership. Its principal place of business is 2881 Rangeline Road, Memphis, TN 38127, and the Debtor operates a 256 unit multifamily apartment complex of Section 8 housing named Ridgecrest Apartments and currently has TESCO operating the complex as leasing agent. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 14-22674) on March 13, 2014. John Bartle signed the petition as secretary/treasurer of Ridgecrest LLC, general partner of the Debtor. In its schedules, the Debtor disclosed $16,231,959 in total assets and $8,734,000 in total liabilities. Toni Campbell Parker serves as the Debtor's counsel. Judge Jennie D. Latta oversees the case. The U.S. Trustee for Region 8 has notified the Bankruptcy Court that it was unable to appoint an official committee of unsecured creditors. SAN BERNARDINO, CA: Bank Wants Plan Filed by March 1 ---------------------------------------------------- Katy Stech, writing for Daily Bankruptcy Review, reported that a Luxembourg bank that extended nearly $50 million to San Bernardino, Calif., wants a federal judge to set a March 1 deadline for a plan to show how the city will get out of bankruptcy. According to the report, the bank, Erste Europaische Pfandbrief-und Kommunalkreditbank AG, argued that giving city leaders a deadline to file that plan would pressure the city's police and firefighter unions to settle their disputes over proposed benefits cuts. As previously reported by The Troubled Company Reporter, citing Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, the union representing police officers in San Bernardino also asked the bankruptcy judge to establish a deadline for the city to file a plan. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SCOTT CABLE: IRS Wipes Out Secured Debt in Bankruptcy Case ---------------------------------------------------------- Law360 reported that the Internal Revenue Service has succeeded in subordinating secured debt issued by Scott Cable Communications Inc., with a Delaware bankruptcy judge finding the debtholders obtained the notes in a Chapter 11 plan structured to keep the agency from collecting up to $50 million in capital gains taxes. According to the report, the agency was not successful, however, in subordinating a different series of debt issued by Scott Cable because the court said in its opinion the holders of that debt were not company insiders who engaged in misconduct. Scott Cable Communications, Inc., began its quest for bankruptcy relief on Feb. 14, 1996, when it commenced a Chapter 11 case in the District of Delaware (Bankr. D. Del Case No. __-______). Scott successfully prosecuted a chapter 11 plan to confirmation in Delaware on December 6, 1996. Among other things, that plan called for the issuance of "New Restructured Third Secured PIK Notes" in the amount of $38.9 million that would be secured by all of Scott's assets and be subordinated to other security interests, and the PIK Notes were issued on December 19, 1996. On July 10, 1998, Scott executed a purchase and sale agreement for the sale of all of its property. The sale would generate approximately $29.9 million in capital gains taxes and $7.5 million in other federal and state taxes. That agreement was not submitted to the Delaware bankruptcy court. The Delaware case closed on July 31, 1998. On October 1, 1998, Scott filed a second Chapter 11 case (Bankr. D. Conn. Case No. 98-51923) with a prepackaged plan which was premised upon events that occurred in the Delaware case. The Connecticut filing included a prepackaged liquidation plan which contemplated a sale of all of Scott's property. The plan did not provide for the payment of any capital gains taxes. On November 13, 1998, the Connecticut court authorized the sale of Scott's assets. On November 16, 1998, the government objected to confirmation, arguing, inter alia, that the prepackaged plan was a tax avoidance scheme. SEARS HOLDINGS: OKs Cash Awards to Holders of Unvested Shares ------------------------------------------------------------- Sears Holdings Corporation previously commenced a rights offering of up to 40,000,000 shares of Sears Canada Inc. on a pro rata basis to Sears Holdings' stockholders of record as of the close of business on Oct. 16, 2014. Holders of Sears Holdings' shares of restricted stock issued pursuant to the Sears Holdings Corporation 2006 Stock Plan and the Sears Holdings Corporation 2013 Stock Plan that were unvested as of the Record Date were not expected to receive subscription rights to purchase common shares of Sears Canada with respect to their Unvested Shares. In a Form 8-K filed with the U.S. Securities and Exchange Commission dated Oct. 22, 2014, the Company disclosed that in order to preserve the benefit of this rights offering for the Unvested Shares, the Compensation Committee of the Board of Directors of Sears Holdings approved for each holder of Unvested Shares a cash award in lieu of any and all rights such holder may have had to receive subscription rights to purchase common shares of Sears Canada with respect to their Unvested Shares, subject to the same vesting requirements and other terms for the Unvested Shares to which the cash award is attributable. The cash awards represent the right to receive on the applicable vesting date a cash payment (before tax withholding) from Sears Holdings equal to the value of the subscription rights to purchase common shares of Sears Canada that would have been distributed to the holder of Unvested Shares, calculated on the basis of the volume-weighted average trading price per subscription right for the 10 trading- day period beginning on October 16, 2014. In lieu of a cash payment and to preserve the benefit of this rights offering for the shares scheduled to be issued to Mr. Lampert through Jan. 31, 2015, in connection with his March 18, 2013, offer letter, the Compensation Committee also approved an award of additional shares of Sears Holdings' common stock to Mr. Lampert, the economic value to be based on the volume-weighted average trading price per subscription right for the 10 trading- day period beginning on Oct. 16, 2014. The actual number of shares of Sears Holdings common stock to be awarded to Mr. Lampert will be determined by taking the economic value as set forth in the previous sentence divided by the volume-weighted average trading price per common share of Sears Holdings common stock for the 10 trading-day period beginning on Oct. 16, 2014. About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.36 billion in 2013, a net loss of $930 million in 2012 and a net loss of $3.14 billion in 2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in total assets, $15.51 billion in total liabilities and $919 million in total equity. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to Caa1 from B3. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SEARS METHODIST: Can Access Lender's Cash Collateral Until Jan. 4 ----------------------------------------------------------------- The Bankruptcy Court approved a stipulation approving fourth extension of interim use of cash collateral by Debtor Sears Plains Retirement Corporation. Pursuant to the stipulation, lender Prosperity Bank, N.A., consented to the use of cash collateral which includes the reserve funds until Jan. 4, 2015. A copy of the approved budget is available for free at: http://bankrupt.com/misc/SearsMethodist_507_stipcashcoll.pdf About Sears Methodist As a leading Texas senior living icon established on Christian principles, Sears Methodist Retirement System Inc. provides secure, rewarding, and luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14- 32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SHILO INN: Not Close to Plan Approval After 1 Year, Says CB&T -------------------------------------------------------------- California Bank & Trust, responded to Shilo Inn, Twin Falls, LLC, et al.'s reply to the Court's order to show cause why the case must not be converted or dismissed. CB&T states that the Debtors have not shown any reason why they would be permitted another opportunity to propose a confirmable plan. It notes that the case has been pending for more than a year and they are no closer to confirming a plan. CB&T says that any further delay would be prejudicial to creditors. In response to the Court's order to show cause, the Debtors said Oct. 2 that they have competently operated their businesses and manage their bankruptcy estates. The noted that they had accomplished two important sales, and are preparing third amended plan and disclosure statements with reasonable likelihood of being approved. CB&T is represented by: H. Mark Mersel, Esq. Kerry Moynihan, Esq. BRYAN CAVE LLP 3161 Michelson Drive, Suite 1500 Irvine, CA 92612-4414 Tel: (949) 223-7000 Fax: (949) 223-7100 E-mail: mark.mersel@bryancave.com kerry.moynihan@bryancave.com About Shilo Inn, Twin Falls Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013. Judge Richard M. Neiter presides over the case. Shilo Inn, Twin Falls, estimated assets of at least $10 million and debts of at least $1 million. Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn, Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake, Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a hotel. California Bank and Trust is the primary, senior secured lender for each of the Debtors. The Debtors sought Chapter 11 protection after CBT on May 1, 2013, filed for receiverships in district court. David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles, represent the Debtors in their restructuring effort. The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013, provides for payment of all claims in full, unless otherwise agreed with the claimholder, with unsecured claims to be paid over a three-month period from the Plan Effective Date. SIGA TECHNOLOGIES: Taps Paul Weiss as Counsel in PharmAThene Case ----------------------------------------------------------------- SIGA Technologies Inc. asks the U.S. Bankruptcy Court for the Southern New York for permission to employ Paul, Weiss, Rifkind, Wharton & Garrison LLP as its special litigation counsel with respect to the litigation in the Delaware Court of Chancery, styled PharmAthene, Inc. v. SIGA Technologies, Inc., Civ. Action No. 2627-VCP (PharmAthene Action). A hearing is set for Nov. 5, 2014 at 11:00 a.m. (Eastern Time) in Room 701, One Bowling Green in New York, New York. Objections, if any, are due October 29, 2014 at 4:00 p.m. (Eastern Time). The PharmAthene Action In December 2006, PharmAthene Inc. commenced an action against the Debtor alleging breach of contract and other claims, in the Delaware Court of Chancery. PharmAthene also alleged that the Debtor breached an obligation to negotiate such license agreement in good faith and sought damages for promissory estoppel and for unjust enrichment based on supposed information, capital, and assistance that PharmAthene allegedly provided to the Debtor during the negotiation process. The Court of Chancery tried the PharmAthene Action in January 2011. The Court of Chancery ruled that PharmAthene is entitled to the value of the revised calculations plus pre- and postjudgment interest at the legal rate, compounded quarterly, with prejudgment interest to accrue from December 20, 2006. The Debtor says it intends to appeal the ruling and judgment of the Court of Chancery once a final order is entered and believes it has meritorious grounds for an appeal that either will eliminate any claim for expectation damages that PharmAthene may have or substantially reduce the amount of such damages. The firm says it intends to charge the Debtor for services rendered on an hourly basis in one-tenth of an hour increments, in accordance with its standard hourly rates in effect on the date services are rendered, subject to Bankruptcy Court approval and subject to a 10% discount. The firm's current customary U.S. hourly rates: Professionals Hourly Rates ------------- ------------ Partners $940-$1,275 Counsel $900-$925 Staff Attorney/Associates $410-$855 Legal Assistants $90-$295 The Debtor says the firm received an aggregate of approximately $1,550,344 in payments for legal services rendered or to be rendered and disbursements incurred or to be incurred. As of the Debtor's commencement date, the firm held a retainer of $31,681. The firm intends to apply such retainer to any outstanding fees and expenses relating to the period prior to the commencement date that were not processed through the firm's billing system as of the commencement date -- totaling approximately $3,978 -- and to retain the balance on account of services rendered and expenses incurred subsequent to the commencement date. Stephen P. Lamb, member of the firm, 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: Stephen P. Lamb, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 500 Delaware Avenue, Suite 200 Post Office Box 32 Wilmington, DE 19899-0032 Tel: 302-655-4411 Fax: 302-397-2746 Email: slamb@paulweiss.com U.S. Trustee Guidelines Mr. Lamb provided this response to the request for additional information set forth in Paragraph D.1 of the fee guidelines. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes. Paul Weiss has agreed to provide SIGA with a ten percent (10%) discount off the billing arrangements in effect from time to time. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Paul Weiss represented SIGA in the 12 months prior to the commencement date during which period Paul Weiss charged its customary U.S. hourly rates (subject to a ten percent (10%) discount) ranging from $890 to $1,210 for partners, $850 to $880 for counsel, $395 to $810 for staff attorneys and associates, and $90 to $275 for legal assistants. As of Oct. 1, 2014, Paul Weiss's billing rates changed to $940 to $1,275 for partners, $900 to $925 for counsel, $410 to $855 for staff attorneys and associates, and $90 to $295 for legal assistants, though the material financial terms with respect to Paul Weiss's representation of SIGA have not changed. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Yes, the Debtor has approved a prospective staffing plan and budget. The prospective budget covers costs incurred from the commencement date through oral argument in the PharmAthene Action. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. According to the docket, the schedules of assets and liabilities and the statement of financial affairs are due Sept. 30, 2014. The Debtor's Chapter 11 plan and disclosure statement are due Jan. 14, 2015. The initial case conference is due by Oct. 16, 2014. As of June 30, 2014, SIGA reported consolidated assets and liabilities of $209 million and $198 million, respectively. The amount of reported liabilities does not include any amount attributable to the lawsuit filed by PharmAthene, Inc. A total of $2.50 million is outstanding on a secured term loan with General Electric Capital Corp. Trade payables total $3.3 million. SIGA TECHNOLOGIES: Hiring AlixPartners as Restructuring Advisors ---------------------------------------------------------------- SIGA Technologies Inc. asks the U.S. Bankruptcy Court for the Southern New York for permission to employ AlixPartners LLP as its restructuring advisors A hearing is set for Nov. 5, 2014 at 11:00 a.m. (Eastern Time) in Room 701, One Bowling Green in New York, New York. Objections, if any, are due October 29, 2014 at 4:00 p.m. (Eastern Time). The firm will: a) assist with the preparation of the statement of financial affairs, schedules, and other regular reports required by the Bankruptcy Court as well as providing assistance in such areas as testimony before the Bankruptcy Court on matters that are within the firm's areas of expertise. b) assist with such other matters as may be requested that fall within the firm's expertise and that are mutually agreeable. The firm's current customary U.S. hourly rates: Professionals Hourly Rates ------------- ------------ Managing Directors $875-$1,010 Directors $665-$815 Vice Presidents $490-$590 Associates $335-$435 Analysts $290-$320 Paraprofessionals $220-$240 Carrianne J.M. Basler, managing director of the firm, 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: Carrianne J.M. Basler ALIXPARTNERS LLP 40 West 57th Street New York, NY 10019 Tel: 1 (212) 490-2500 Fax: 1 (212) 490-1344 Email: cbasler@alixpartners.com The Debtor notes that AlixPartners intends to make a reasonable effort to comply with the Office of the United States Trustee for the Southern District of New York's requests for information and additional disclosures as set forth in the fee guidelines under Section 330 of the Bankruptcy Code. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. According to the docket, the schedules of assets and liabilities and the statement of financial affairs are due Sept. 30, 2014. The Debtor's Chapter 11 plan and disclosure statement are due Jan. 14, 2015. The initial case conference is due by Oct. 16, 2014. As of June 30, 2014, SIGA reported consolidated assets and liabilities of $209 million and $198 million, respectively. The amount of reported liabilities does not include any amount attributable to the lawsuit filed by PharmAthene, Inc. A total of $2.50 million is outstanding on a secured term loan with General Electric Capital Corp. Trade payables total $3.3 million. SIGA TECHNOLOGIES: Names Kramer Levin as Corporate Counsel ---------------------------------------------------------- SIGA Technologies Inc. asks the U.S. Bankruptcy Court for the Southern New York for permission to employ Kramer Levin Naftalis & Frankel LLP as special corporate, SEC, and litigation counsel with respect to the litigation in the Delaware Court of Chancery, styled PharmAthene, Inc. v. SIGA Technologies, Inc., Civ. Action No. 2627-VCP (PharmAthene Action). The firm will continue its representation of the Debtor in connection with any further proceedings with respect to the PharmAthene Action. In addition, the firm has provided the Debtor with immigration and employment services from time to time. The firm currently is handling one immigration matter for the Debtor. The PharmAthene Action In December 2006, PharmAthene Inc. commenced an action against the Debtor alleging breach of contract and other claims, in the Delaware Court of Chancery. PharmAthene also alleged that the Debtor breached an obligation to negotiate such license agreement in good faith and sought damages for promissory estoppel and for unjust enrichment based on supposed information, capital, and assistance that PharmAthene allegedly provided to the Debtor during the negotiation process. The Court of Chancery tried the PharmAthene Action in January 2011. The Court of Chancery ruled that PharmAthene is entitled to the value of the revised calculations plus pre- and postjudgment interest at the legal rate, compounded quarterly, with prejudgment interest to accrue from December 20, 2006. The Debtor says it intends to appeal the ruling and judgment of the Court of Chancery once a final order is entered and believes it has meritorious grounds for an appeal that either will eliminate any claim for expectation damages that PharmAthene may have or substantially reduce the amount of such damages. A hearing is set for Nov. 5, 2014 at 11:00 a.m. (Eastern Time) in Room 701, One Bowling Green in New York, New York. Objections, if any, are due October 29, 2014 at 4:00 p.m. (Eastern Time). The firm's current customary U.S. hourly rates: Professionals Hourly Rates ------------- ------------ Members $745-$1,100 Counsel $745-$1,100 Special Counsel $745-$1,100 Associates $445-$790 Paraprofessionals $280-$335 The firm notes it has received payments aggregating approximately $1,310,306 in connection with its representation of the Debtor as general corporate counsel and litigation counsel. James A. Grayer, Esq., member of the firm, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. James A. Grayer, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 Tel: 212.715.7616 Fax: 212.715.8000 Email: jgrayer@kramerlevin.com U.S. Trustee Fee Guidelines The Debtor and the firm intend to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Appendix B Guidelines both in connection with this Application and the interim and final fee applications to be filed by Kramer Levin in the course of its Engagement. The firm provided this response to the request for additional information set forth in Paragraph D.1 of the Appendix B Guidelines. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Kramer Levin has agreed to provide a voluntary 15% discount. In addition, Kramer Levin has agreed to "freeze" the billing rates that were in effect in 2013, through the end of 2014. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Prior to the Commencement Date, in recognition of its longstanding relationship with SIGA, Kramer Levin provided SIGA with a voluntary 15% discount of its standard billing rates. In addition, Kramer Levin agreed to "freeze" the billing rates that were in effect in 2013, through the end of 2014. During this chapter 11 case, Kramer Levin has agreed to continue to provide the voluntary 15% discount and the aforementioned billing rates. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: The Debtor has approved a prospective staffing plan. Kramer Levin will prepare a budget for the balance of the proposed interim fee application period Nov. 1, 2014 to Jan. 31, 2015. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. According to the docket, the schedules of assets and liabilities and the statement of financial affairs are due Sept. 30, 2014. The Debtor's Chapter 11 plan and disclosure statement are due Jan. 14, 2015. The initial case conference is due by Oct. 16, 2014. As of June 30, 2014, SIGA reported consolidated assets and liabilities of $209 million and $198 million, respectively. The amount of reported liabilities does not include any amount attributable to the lawsuit filed by PharmAthene, Inc. A total of $2.50 million is outstanding on a secured term loan with General Electric Capital Corp. Trade payables total $3.3 million. SIMPLEXITY LLC: Fifth Third Defends New Bid for Ch. 7 Conversion ---------------------------------------------------------------- Law360 reported that Fifth Third Bank defended its second motion seeking a conversion of the Chapter 11 case of Simplexity LLC to one under Chapter 7, saying the estate can't foot the bill for a Chapter 11 plan. According to the report, Fifth Third, a senior lender, which lost its first conversion bid in June, contended its new motion should succeed since the estate cannot afford to stay in Chapter 11, while the official committee of unsecured creditors countered that a switch to Chapter 7 would let the bank duck claims uncovered during the investigation period. 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. SONIFI SOLUTIONS: Creditors Lose Challenge to Restructuring ----------------------------------------------------------- Law360 reported that a U.S. Bankruptcy Judge Shelley C. Chapman in New York elected not to hear a suit accusing reorganized LodgeNet Interactive Corp., now known as Sonifi Solutions Inc., of scheming with creditor Mast Capital Management LLC to subordinate a rival lending group's debt in violation of the hotel media provider's Chapter 11 plan. According to the report, ruling from the bench, Judge Chapman found no basis upon which to exercise jurisdiction over the "purely contractual" dispute, saying it was too far removed from Sonifi's now-concluded Chapter 11 proceedings. As previously reported by The Troubled Company Reporter, citing Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, a group of lenders led by General Electric Capital Corp. sued the reorganized company and other lenders, saying a subsequent restructuring is "intended to eviscerate" their rights under the company's original bankruptcy-exit plan. GE Capital alleged that Mast cobbled together a majority of lenders and agreed with Sonifi on a restructuring under which the majority will make a new senior secured loan, while receiving stock and warrants to "capture virtually all of the company's value." The lawsuit is General Electric Capital Corp. v. Sonifi Solutions Inc., 14-02239, U.S. Bankruptcy Court, Southern District of New York (Manhattan). About LodgeNet Sioux Falls, South Dakota-based LodgeNet Interactive Corporation (Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive media and connectivity services to hospitality and healthcare businesses and the consumers they serve. Recently named by Advertising Age as one of the Leading 100 US Media Companies, LodgeNet Interactive serves roughly 1.5 million hotel rooms worldwide in addition to healthcare facilities throughout the United States. As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported $292 million in assets and $449 million in liabilities. LodgeNet Interactive and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27, 2013, with a prepackaged Chapter 11 plan of reorganization. The plan extends the maturity date and modifies a $332.6 million term loan and $21.5 million revolver. Colony Capital, LLC, is acquiring 100% of the new shares of the reorganized company for $60 million. Weil, Gotshal & Manges LLP serves as counsel to the Debtors; Leonard Street and Deinard is the co-counsel; Miller Buckfire & Co., LLC and Moorgate Bankers are the investment banker; FTI Consulting, Inc. is the financial advisor; and Kurtzman Carson Consultants is the claims and notice agent. In March 2013, the Bankruptcy Court approved LodgeNet's prepackaged Chapter 11 plan. The Plan was declared effective a few weeks later. LodgeNet Interactive Corp. has changed its name to Sonifi Solutions after the company emerged from bankruptcy. TRUMP ENTERTAINMENT: Levine Wants Allowance of $1.25-Mil. Claim --------------------------------------------------------------- Levine, Staller, Sklar, Chan & Brown, P.A., asks the U.S. Bankruptcy Court for the District of Delaware for an order fixing the value and priority of, and allowing its claim against Trump Entertainment Resorts, Inc., et al., as secured in full. Levine Staller holds a $1.25 million' first-priority, prior- perfected statutory attorney's charging lien on certain judgments in favor of the Debtors and the proceeds thereof in whosesoever hands they may come. The lien on the judgments and proceeds relates back to 2008 at the start of certain tax litigation Levine Staller brought on the Debtors' behalf, making it a first priority lien. Teresa K.D. Currier, Esq., at Saul Ewing LLP, in Wilmington, Delaware -- tcurrier@saul.com -- relates that the Charging Lien was created consensually, with the Debtors' blessing, under New Jersey law, and reaffirmed by the Debtors several times. By this Motion, Levine Staller asks the Court for an order allowing its secured claim in the Debtors' bankruptcy cases for the full amount of the Charging Lien, and establishing its first- priority perfected and unavoidable status. 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 September 9, 2014, with plans to shutter its casinos. 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, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. 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. TRUMP ENTERTAINMENT: Files Schedules of Assets and Liabilities -------------------------------------------------------------- Trump Entertainment Resorts, Inc., filed with the Bankruptcy Court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $292,257,374 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $0 ----------- ----------- Total $0 $292,257,374 A copy of the schedules is available for free at http://bankrupt.com/misc/TrumpEntertainment_264_SALs.pdf 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 shutter its casinos. 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, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. 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. US AIRWAYS: Pilots Near Settlement in Lump-Sum Pension Fight ------------------------------------------------------------ Law360 reported that a group of former US Airways Group Inc. pilots are nearing a settlement with the airline's pension plan trustee over accusations it takes too long to hand out lump-sum benefits, a D.C. federal judge revealed in a class certification order five months after the D.C. Circuit revived the case. According to the report, the D.C. Circuit reversed a denial of class certification in June, ruling that the plaintiffs were not required to exhaust their internal remedies because they had alleged a statutory violation. Based on that ruling, the retired pilots and retirement plan trustee Pension Benefit Guaranty Corp. are closing in on a settlement, according to the order, the report related. The case is James C. Stephens, et al. v. US Airways Group Inc. et al., case 1:07-cv-01264, in the U.S. District Court for the District of Columbia. About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition (Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004. Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. W.R. GRACE: Reports Net Income of $74.5 Million in Third Quarter ---------------------------------------------------------------- W. R. Grace & Co. on Oct. 22 reported third quarter net income of $74.5 million, or $0.99 per diluted share. Net income for the prior-year quarter was $77.0 million, or $0.99 per diluted share. Adjusted EBIT increased 27 percent to $180.9 million, and third quarter Adjusted EPS was $1.07 per diluted share. "We had a very good quarter," said Fred Festa, Grace's Chairman and Chief Executive Officer. "All three businesses achieved solid sales growth and strong margins. Catalysts Technologies exceeded our expectations, benefiting from strong sales in all three product groups. Materials Technologies and Construction Products both benefited from strong growth in North America and Asia. Year-to-date cash flow increased 14 percent and ROIC increased more than two points." Third Quarter Results Third quarter net sales of $856.4 million increased 11.0 percent compared with the prior-year quarter, due to higher sales volumes (+10.2 percent), improved pricing (+0.6 percent) and favorable currency translation (+0.2 percent). Acquisitions contributed 4.0 percent to sales growth. Segment Gross Margin of 38.6 percent increased 170 basis points compared with the prior-year quarter. Adjusted EBIT of $180.9 million increased 27.3 percent from the prior-year quarter primarily due to an increase in segment operating income, including the benefit of acquisitions, and a gain related to the termination of certain retiree benefit plans. Adjusted EBIT margin of 21.1 percent increased 270 basis points compared with the prior-year quarter. Adjusted EBIT Return On Invested Capital was 29.8 percent on a trailing four-quarter basis, compared to 27.4 percent as of December 31, 2013. Nine Month Results For the nine months ended September 30, 2014, sales increased 6.8 percent to $2.44 billion as higher sales volumes (+7.0 percent) and favorable pricing (+0.1) more than offset unfavorable currency translation (-0.3 percent), Acquisitions contributed 3.9 percent to sales growth. Segment Gross Margin of 37.9 percent increased 60 basis points compared with the prior-year period. Adjusted EBIT of $458.3 million increased 11.2 percent compared with the prior-year period due to an increase in segment operating income, including the benefit of acquisitions, and a gain related to the termination of certain retiree benefit plans. Adjusted EBIT margin of 18.8 percent increased 80 basis points compared with the prior-year period. Grace Catalysts Technologies Sales up 20.3 percent; segment operating income up 30.4 percent Third quarter sales for the Catalysts Technologies operating segment, which includes specialty catalysts and additives for refinery, plastics and other chemical process applications, were $329.3 million, an increase of 20.3 percent compared with the prior-year quarter. The increase was due to higher sales volumes (+22.0 percent) and favorable currency translation (+0.3 percent), partially offset by lower pricing (-2.0 percent). The polypropylene catalyst and licensing acquisition contributed 11.3 percent to sales growth. Sales of Refinery Catalysts increased 9.6 percent as higher sales volumes and favorable currency translation more than offset lower pricing. Sales of Specialty Catalysts increased 51.0 percent as higher sales volumes (including licensing sales) and improved pricing more than offset unfavorable currency translation. Segment gross margin was 42.5 percent compared with 39.2 percent in the prior-year quarter. The increase in gross margin primarily was due to higher-margin polypropylene catalyst and licensing sales and lower manufacturing costs. Segment operating income increased 30.4 percent to $100.9 million primarily due to higher gross profit. The ART joint venture contributed $6.4 million to segment operating income compared with $2.8 million in the prior-year quarter. Grace Materials Technologies Sales up 4.1 percent; segment operating income up 4.1 percent Third quarter sales for the Materials Technologies operating segment, which includes engineered materials for consumer, industrial, coatings and pharmaceutical applications, and packaging technologies, were $229.1 million, an increase of 4.1 percent compared with the prior-year quarter. The increase was due to higher sales volumes (+3.1 percent), improved pricing (+0.8 percent) and favorable currency translation (+0.2 percent). Engineered Materials sales increased 6.8 percent due to higher sales volumes, improved pricing and favorable currency translation. Packaging Technologies sales increased 0.5 percent as higher pricing more than offset unfavorable currency translation. Segment gross margin was 35.3 percent, an increase of 50 basis points compared with the prior-year quarter. The increase in gross margin primarily was due to improved pricing. Segment operating income increased 4.1 percent to $48.7 million primarily due to higher gross profit partially offset by higher operating expenses. Segment operating margin was 21.3 percent, unchanged from the prior-year quarter. Grace Construction Products Sales up 7.4 percent; segment operating income up 7.2 percent Third quarter sales for the Construction Products operating segment, which includes Specialty Construction Chemicals (SCC) products and Specialty Building Materials (SBM) products used in commercial, infrastructure, and residential construction, were $298.0 million compared with $277.5 million in the prior-year quarter. The sales increase was due to higher sales volumes (+4.5 percent) and improved pricing (+2.9 percent). SCC sales increased 8.8 percent due to higher sales volumes and improved pricing, partially offset by unfavorable currency translation. SBM sales increased 5.0 percent due to higher sales volumes, improved pricing and favorable currency translation. Sales of non-residential SBM products increased approximately 10%. Segment gross margin of 36.8 percent increased 50 basis points compared with the prior-year quarter due to higher sales volumes and improved pricing, partially offset by higher manufacturing costs. Segment operating income increased 7.2 percent to $48.9 million primarily due to higher gross profit partially offset by higher operating expenses. Segment operating margin was 16.4 percent, unchanged from the prior-year quarter. Other Expenses Total corporate costs were $23.8 million, an increase of $2.9 million primarily due to higher operating expenses including incentive compensation. This increase partially offset the benefit from the termination of certain postretirement plans related to current businesses of $14.2 million. Certain pension costs of $8.0 million increased $1.2 million compared with the prior-year quarter largely due to higher interest costs. Interest expense and related financing costs were $14.7 million for the third quarter compared with $10.7 million for the prior- year quarter. Interest accretion on the deferred payment obligations was $43.7 million for the third quarter. The weighted average cash interest rate for the third quarter was 4.3 percent. Income Taxes Income taxes on adjusted pre-tax income were recorded at a global effective tax rate of approximately 34 percent. Grace generally has not had to pay U.S. Federal income taxes in recent years since available tax deductions and credits have fully offset its U.S. tax liability. Grace generated approximately $1,300 million in U.S. Federal net operating losses in 2014, including approximately $670 million upon emergence from bankruptcy and $632 million upon payment of the deferred payment obligation in the third quarter. Income taxes paid in cash, net of refunds, were $21.7 million during the first nine months of 2014, or approximately 7 percent of income before income taxes. Cash Flow Net cash used for operating activities in the first nine months of 2014 was $1.00 billion compared with net cash provided by operating activities of $342.6 million in the prior-year period. The year-over-year change in cash flow was largely due to the payment of $1.32 billion as a result of the company?s emergence from Chapter 11. Adjusted Free Cash Flow in the first nine months of 2014 was $330.3 million an increase of 13.8 percent compared with $290.3 million in the prior-year period. Share Repurchase Program In the third quarter, Grace spent $101 million to repurchase approximately 1.1 million shares at an average price of $95.65. Through September 30, Grace spent $334 million to repurchase approximately 3.5 million shares under its $500 million share repurchase authorization. 2014 Outlook As of October 22, 2014, Grace expects 2014 Adjusted EBIT to be in the range of $625 million to $630 million, an increase of 13 to 14 percent compared with 2013 Adjusted EBIT of $550.8 million. The company expects Adjusted EBITDA to be in the range of $760 million to $765 million. The company expects 2014 Adjusted Free Cash Flow to be $430 million or more. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. WESTMORELAND COAL: Conference Held to Discuss Business Updates -------------------------------------------------------------- Westmoreland Coal Company previously disclosed various transactions related to the purchase of certain ownership interests in Oxford Resources GP, LLC, and the contribution of certain assets by Westmoreland to Oxford Resource Partners LP. In association with the Oxford Transactions, on Oct. 16, 2014, Westmoreland hosted a conference call with investors to discuss various business updates. The conference call was made available to the public via conference call and webcast. The transcript of the conference call is available for free at http://is.gd/z6QNRh About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal incurred a net loss applicable to common shareholders of $6.05 million in 2013, a net loss applicable to common shareholders of $8.58 million in 2012 and a net loss applicable to common shareholders of $34.46 million in 2011. As of June 30, 2014, the Company had $1.58 billion in total assets, $1.84 billion in total liabilities and a $260.64 million total shareholders' deficit. * * * As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Englewood, Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'. "The upgrade reflects our view that WLB is less vulnerable to default after successfully negotiating less restrictive covenant requirements for an unrated $110 million term loan due 2018," said credit analyst Gayle Bowerman. "Our assessment of WLB's business risk profile as 'vulnerable' and financial risk profile as 'highly leveraged' are unchanged. We also revised our liquidity score to 'adequate' based on the covenant relief and additional liquidity provided under the company's new $20 million asset-based loan (ABL) facility from 'less than adequate'." Westmoreland Coal carries a Caa1 corporate family rating from Moody's Investors Service. WAVE SYSTEMS: Completes Sale of eSignSystems for $1.2 Million ------------------------------------------------------------- Wave Systems Corp. announced that it has sold eSignSystems - a leader in lifecycle management software for eDelivery, eSignature and eRentention - to California-based DocMagic, Inc., a leading provider of loan and document preparation solutions for the mortgage industry, in an all cash deal for $1.2 million. eSignSystems has been a division of Wave since 2001. "The sale of eSignSystems is an important step in our strategy to focus our resources on our core business objectives. Wave remains committed to providing cutting edge cybersecurity solutions for our customers that provide strong authentication and encryption management based on a hardware root of trust," said Bill Solms, president and CEO of Wave. "As a founding member of the Trusted Computing Group, Wave has long been a champion of hardware-based cybersecurity solutions." "With the sale of eSignSystems," Solms said, "Wave is better positioned to refocus assets on pursuing targeted market segments for its current solutions, including the most recently launched Wave Virtual Smart Card 2.0, as well as accelerating the development of new solutions. This is a positive step in our plan to complete a realignment of the company for the purpose of greater business efficiency." "The acquisition of eSignSystems by DocMagic is a marriage of extraordinarily talented and visionary people with incredible SaaS and on premise expertise and robust products and services," said Dominic Iannitti, president and CEO of DocMagic. "We are very pleased that this is a mutually beneficial event for both WAVE and DocMagic. Security Research Associates of San Francisco, CA, served as M&A advisors to Wave for this sale. About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. Wave Systems reported a net loss of $20.32 million in 2013, a net loss of $33.96 million in 2012 and a net loss of $10.79 million in 2011. The Company's balance sheet at June 30, 2014, showed $15.36 million in total assets, $15.91 million in total liabilities and a $541,220 total stockholders' deficit. KPMG LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that Wave Systems Corp. has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. * Berry Spears Enhances Locke Lord's Austin Bankruptcy Team ----------------------------------------------------------- Berry Spears, who previously served as the partner-in-charge of Norton Rose Fulbright's Austin office, has joined Locke Lord's Austin office as a Partner in the Firm's Litigation Department and its Bankruptcy, Reorganization and Insolvency Practice Group. Spears has extensive experience representing clients in a number of key industries, including energy, financial institutions, technology, life sciences and healthcare, infrastructure, mining and commodities. "We are fortunate to have someone with Berry's stature and stellar reputation in the bankruptcy and restructuring practice area join us," said Brian Cassidy, Managing Partner of the Firm's Austin office. "Berry has represented clients on complex matters spanning numerous industries and commercial sectors, including energy/oil and gas, public utilities, high tech, communications, real estate, manufacturing and government contracts and defense. He will have an immediate impact on our Austin office and the Firm as a whole." Spears' most recent work includes: * Experience in the electric utility industry, working with companies, cooperatives and independent power producers in a variety of matters; * Representing a major drilling contractor with operations in the Gulf of Mexico in its Chapter 11 case; and * Counseling a major energy company who was sued in a fraudulent conveyance action for more than $1.3 billion. Spears earned his law degree from The University of Texas School of Law. He is consistently ranked as one of the top bankruptcy/restructuring lawyers by Chambers USA and Who's Who Legal and was included in the Austin Business Journal's list of "Who's Who in Energy" in 2013. He is a Fellow of the Texas Bar Foundation and has served in numerous community leadership positions, including Chairman of the American Heart Association Walk in Austin in 2013. Mr. Spears may be reached at: Berry D. Spears, Esq. LOCKE LORD 600 Congress Avenue Suite 2200 Austin, TX 78701 Tel: (512) 305-4724 Email: bspears@lockelord.com Locke Lord consistently ranks among American Lawyer's top 100 U.S. law firms. The Firm's full range of practice and industry areas serve national and international clients from offices in Atlanta, Austin, Chicago, Dallas, Hong Kong, Houston, London, Los Angeles, New Orleans, New York, Sacramento, San Francisco and Washington, D.C. It has an excellent reputation in complex litigation, regulatory and transactional work, with its 650-plus lawyers building collaborative relationships and crafting creative solutions -- all designed and executed to meet clients' long-term strategic goals. * CFPB Says Bankruptcy Change Could Spur Student Loan Mods ---------------------------------------------------------- Law360 reported that the Consumer Financial Protection Bureau said a change to the bankruptcy code that would allow debtors to discharge private student loans could spur lenders to restructure those loans before they go into default. According to the report, a 2005 change to the bankruptcy code that exempted private student loans from discharge in a personal bankruptcy was intended to lower the costs of those loans and expand access for lower income borrowers, the CFPB said in its annual report of the student loan ombudsman. * The Deal Unveils Results of Q3 2014 Bankruptcy League Tables -------------------------------------------------------------- The Deal, TheStreet's institutional business, announced the results of their quarterly rankings of the top firms and professionals involved in active bankruptcy cases for the third quarter of 2014. Data collected captures only active restructuring work on ongoing U.S. and Canadian cases. "The favorable interest rate environment continues to subdue the number of in-court reorganizations, but we have noticed a growing number of healthcare providers entering bankruptcy to sell their assets," reported Anders Melin, Senior Editorial Data Coordinator for The Deal. "The implementation of the Affordable Care Act earlier this year came with a number of new mandates on things such as insurance reimbursement models and digitalization of medical records, which have squeezed the margins of healthcare providers. The smaller players have a tough time incurring these additional costs and therefore often end up being bought out of bankruptcy by larger competitors." League Table highlights: The top three law firms held onto their rankings from Q2 with Saul Ewing LLP with $1,091.9 billion in liabilities; Vedder Price PC with $1061.4 billion in liabilities; Akin Gump Strauss Hauer & Feld LLP with $1,046.5 billion in liabilities. They were followed by Goulston & Storrs PC with 965.9 billion in liabilities and Duane Morris LLP with $952.9 billion in liabilities. Amongst lawyers, Michael Schein (Vedder Price PC) held on to his top ranking from last quarter, followed by Douglas Rosner (Goulston & Storrs PC), Richard Hahn (Debevoise & Plimpton LLP), Scott Davidson (King & Spalding LLP) and Daniel Golden (Akin Gump Strauss Hauer & Feld LLP). For investment banks, the top four banks held on to their rankings from Q2 2014. Blackstone Group LP maintained its lead with $795.5 billion in liabilities, followed by Miller Buckfire & Co. LLC in second place with $727.8 billion in liabilities, Jefferies LLC in third place with $88.6 billion in liabilities, Centerview Partners LLC in fourth place with $52.1 billion in liabilities. Evercore Group LLC ranked fifth with $36.9 billion in liabilities. The top five investment bankers held onto their rankings from Q2 with Timothy Coleman (Blackstone Group LP) in the lead, followed by Stuart Erickson (Miller Buckfire & Co. LLC), Leon Szlezinger (Jefferies LLC), Steven Zelin (Blackstone Group LP) and Robert White (Jefferies LLC). The full suite of rankings is available now on The Deal Pipeline, the transaction information service powered by The Deal's newsroom and the full report is also available online. About The Deal's Bankruptcy League Tables The Deal's Bankruptcy League Tables are the industry's only league tables focused solely on active bankruptcy cases. The Bankruptcy League Tables by volume involve only active U.S. bankruptcy cases of debtors with liabilities of $10 million or more. The rankings are based on the aggregation of those liability values. The table reflects the number of active cases fitting that criteria and may not characterize the total number of active cases. Firms and professionals only get one credit for each active case, not each active assignment. The Bankruptcy League Tables by number involve U.S. and Canadian bankruptcy cases irrespective of debtor asset size. Professionals receive credit for multiple assignments on one case. About The Deal The Deal -- http://www.thedeal.com-- is a media and data company providing over 45,000 users with extensive coverage of M&A, private equity, restructuring, activism and ECM. As the No. 1 provider of deal intelligence in North America, law firms, investment banks, hedge funds and private equity firms rely on The Deal's analysis of potential and announced transactions for business development and research. The Deal is the institutional arm of TheStreet, Inc. and has offices in New York, London, Washington, D.C. and Petaluma, CA. * BOOK REVIEW: Landmarks in Medicine - Laity Lectures of the New York Academy of Medicine ----------------------------------------------------- Introduction by James Alexander Miller, M.D. Publisher: Beard Books Softcover: 355 pages List Price: $34.95 Review by Henry Berry Order your own personal copy today at http://bit.ly/1sTKOm6 As the subtitle points out, the seven lectures reproduced in this collection are meant especially for general readers with an interest in medicine, including its history and the cultural context it works within. James Miller, president of the New York Academy of Medicine which sponsored the lectures, states in his brief "Introduction" that this leading medical organization "has long recognized as an obligation the interpretation of the progress of medical knowledge to the public." The lectures collected here succeed admirably in fulfilling this obligation. The authors are all doctors, most specialists in different areas of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within the Memory of Man," is a consulting roentgenologist at New York's Fifth Avenue Hospital. Harrison Stanford Martland is a professor of forensic medicine at New York University College of Medicine. Many readers will undoubtedly find his lecture titled "Dr. Watson and Mr. Sherlock Holmes" the most engrossing one. Other doctor- authors are more involved in academic areas of medicine and teaching. Reginald Burbank is the chairman of the Section of Historical and Cultural Medicine at the New York Academy of Medicine. He lectured on "Medicine and the Progress of Civilization." Raymond Pearl, whose selection is "The Search for Longevity," is a professor of biology at Johns Hopkins University. The authors' high professional standing and involvement in specialized areas do not get in the way of their aim to speak to a general audience. They are all skilled writers and effective communicators. As the titles of some of the lectures noted in the previous paragraph indicate, the seven selections of "Landmarks in Medicine" focus on the human-interest side of medicine rather than the scientific or technological. Even the two with titles which seem to suggest concern with technical aspects of medicine show when read to take up the human-interest nature of these topics. "The Meaning of Medical Research", by Dr. Alfred E. Cohn of the Rockefeller Institute for Medical Research, is not so much about methods, techniques, and equipment of medical research, but is mostly about the interinvolvement of medical research, the perennial concern of individuals with keeping and recovering good health, and social concerns and pressures of the day. "The meaning of medical research must regard these various social and personal aspects," Cohn writes. In this essay, the doctor does answer the questions of what is studied in medical research and how it is studied. And he answers the related question of who does the research. But his discussion of these questions leads to the final and most significant question "for what reason does the study take place?" His answer is "to understand the mechanisms at play and to be concerned with their alleviation and cure." By "mechanisms," Cohn means the natural--i. e., biological--causes of disease and illness. The lay person may take it for granted that medical research is always principally concerned with finding cures for medical problems. But as Cohn goes into in part of his lecture, competition for government grants or professional or public notoriety, the lure of novel experimentation, or research mainly to justify a university or government agency can, and often do, distract medical researchers and their associates from what Cohn specifies should be the constant purpose of medical research. Such purpose gives medicine meaning to humankind. The second lecture with a title sounding as if it might be about a technical feature of medicine, "X-ray Within the Memory of Man," is a historical perspective on the beginnings of the use of x-ray in medicine. Its author Lewis Cole was a pioneer in the development of x-rays in the late 1800s and early1900s. He mostly talks about the development of x-ray within his memory. In doing so, he also covers the work of other pioneers, notably William Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist" who discovered x-rays almost by accident and at first resented the application of his discovery to practical uses such as medical diagnosis. Edison, the prodigious inventor who was interested only in the practical application of scientific discoveries, and his co-worker Clarence Dally enthusiastically investigated the practical possibilities of the discoveries in the new field of radiation. Dally became so committed to his work in this field that he shortly developed an illness and died. At the time, no on knew about the dangers of prolonged exposure to x-rays. But sensing some connection between his co-worker's untimely death and his work with x-rays, Edison stopped his own investigations. Cole himself became involved in work with x-rays during his internship at Roosevelt Hospital in New York City in 1898 and 1899. His contribution to this important field was in the area of interpretation of what were at the time primitive x-rays and diagnosis of ailments such as tuberculosis and kidney stones. Cole writes in such a way that the reader feels she or he is right with him in the steps he makes in improving the use of x-rays. He adds drama and human interest to the origins of this important medical technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses the popular mystery stories of Arthur Conan Doyle to explore the role of medicine in solving crimes, particularly murder. In some cases, medical tests are required to figure out if a crime was even committed. This lecture in particular demonstrates the fundamental role played by medicine in nearly all major areas of society throughout history. The seven collected lectures have broad appeal. All of them are informative and educational in an engaging way. Each is on an always interesting topic taken up by a professional in the field of medicine obviously skilled in communicating to the general reader. The authors seem almost mind readers in picking out the most fascinating aspects of their subjects which will appeal to the lay readers who are their intended audience. While meant mainly for lay persons, the lectures will appeal as well to doctors, nurses, and other professionals in the field of medicine for putting their work in a broader social context and bringing more clearly to mind the interests, as well as the stake, of the public in medicine. ********* 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 202-362-8552. *** End of Transmission ***