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/raid1/www/Hosts/bankrupt/TCR_Public/141121.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, November 21, 2014, Vol. 18, No. 324 Headlines AAROMA HOLDINGS: High Court Won't Revisit Ruling In Diacetyl Suit ACCELPATH INC: Incurs $546,000 Net Loss in Sept. 30 Quarter ACTIVE POWER: Incurs $2.5-Mil. Net Loss in Q3 AFFYMAX INC: Suspends Filing of Reports with SEC ALCO STORES: Going-Out-Of-Business Sale for 198 Stores Begins ALCO STORES: Gets Approval to Hire Prime Clerk as Claims Agent ALLIED SYSTEMS: PE Firm's Claims Pared in Suit Over Bankruptcy ALLY FINANCIAL: To Sell $800 Million Senior Notes Due 2019 ALLY FINANCIAL: Inks $800 Million Underwriting Agreement ALSIP ACQUISITION: Case Summary & 25 Largest Unsecured Creditors AMERICAN MEDIA: Conference Call Held to Discuss Results AMERICAN SPECTRUM: Has $13.8-Mil. Net Loss for FY 2013 ANDALAY SOLAR: Reports $570,000 Net Loss for Third Quarter ANNA ROBINSON: Antique Bible Exempted From Creditor Claims ANTARAMIAN PROPERTIES: Files Proposed Chapter 11 Plan ARCAPITA BANK: Completes $100 Million Equity Raise ARIZONA LA CHOLLA: Pima County Balks at Approval of Plan Outline ARISTA POWER: Obtains Patent for Energy Storage System AS SEEN ON TV: Delays Filing of Third Quarter Form 10-Q ASBURY AUTOMOTIVE: S&P Rates Proposed $400MM 2024 Sub. Notes 'B+' ASR CONSTRUCTORS: Can Use Adelanto Surplus ASSOCIATED WHOLESALERS: BofA Says Trade Creditors to Be Paid AURORA DIAGNOSTICS: Incurs $7.3 Million Net Loss in Third Quarter AUXILIUM PHARMACEUTICALS: Amends Services Agreement with Publicis AUXILIUM PHARMACEUTICALS: Has $32.6-Mil. Net Loss in Q3 BALDWIN ACADEMY: Case Summary & 7 Largest Unsecured Creditors BAYOU SHORES: Regulators Barred From Closing Shoddy Nursing Home BELDEN INC: Moody's Lowers Corporate Family Rating to Ba2 BELDEN INC: S&P Retains 'BB' CCR Over EUR200-Mil. Notes Add-On BERNARD L. MADOFF: UBS Says Trustee Seeks to Erode Confidentiality BION ENVIRONMENTAL: Presented at Drexel Hamilton Conference BOARDWALK PIPELINES: S&P Rates New Senior Unsecured Notes 'BB+' CAESARS ENTERTAINEMNT: Unit Finalizing Restructuring Plan CALDERA PHARMACEUTICALS: Appoints President and CEO CALMARE THERAPEUTICS: GEOMC Files Complaint in Connecticut CAROLINE WYLY: $28MM Home Can't Cover Debts, Filing Says CAROLINE WYLY: Lists Assets of $67.3 Million CARROLS RESTAURANT: Moody's Affirms B3 Corporate Family Rating CATASYS INC: Reports $210,000 Net Loss for Q3 CERIDIAN LLC: Moody's Affirms B3 Corp. Family Rating CHENIERE ENERGY: Reports $43.2-Mil. Net Loss for Q3 CHINA TELETECH: Delays Form 10-Q for Third Quarter CLIFFORD WOERNER: 5th Cir. May Change Rules on Attorneys' Fees CLOUDEEVA INC: Trenk Dipasquale Approved as Bankruptcy Counsel COLT DEFENSE: Delays Form 10-Q Filing Over Liquidity Concerns COLT DEFENSE: $700MM Sr. Term Loan No Impact on Moody's Caa3 CFR COMPUWARE HOLDINGS: Moody's Assigns B3 Corporate Family Rating COUNTRYWIDE FIN'L: Supreme Court to Hear Key Mortgage Case CRS HOLDING: Regions Bank DIP Motion Moot CRS HOLDING: Court Denies JY Creative's Bif for Relief from Stay CRYOPORT INC: Reports $3.2 Million Net Loss for Second Quarter DAHL'S FOODS: Ex-CEO Sues Co. Over Incomplete Severance Payment DAHL'S FOODS: Amends List of Largest Unsecured Creditors DAHL'S FOODS: Proposes to Pay $255K Bonuses to Key Employees DENDREON CORP: Dec. 9 Hearing on Sale & Bidding Procedures DETROIT, MI: BofA OK'd to Foreclose Upon Hereford St. Property DHX MEDIA: S&P Assigns 'B+' CCR & Rates C$150MM Sr. Notes 'BB-' DIOCESE OF MONTANA: Has Loan to Pay Sexual Abuse Claims DYNAVOX INC: Confirmation Hearing Set for Dec. 22 E H MITCHELL: Case Conversion Hearing Continued Until Jan. 3 EDENOR S.A.: Incurs ARS 720.9 Million Net Loss in Third Quarter EDUCATION REALTY: S&P Affirms 'BB+' Corporate Credit Rating EMMANUEL L. COHEN: Unable to Confirm Plan, Wants Case Converted ENDEAVOR INT'L: Files Ch. 11 Reorganization Plan ENERGY FUTURE: $200M Attys' Fee Bid Draws Objection in LBO Case EPAZZ INC: Requires Additional Time to File Form 10-Q ERF WIRELESS: Needs Additional Time to File Form 10-Q EVERYWARE GLOBAL: Appoints Ellen Richstone to Board EXIDE TECHNOLOGIES: Anticipates March 2015 Plan Confirmation F & H ACQUISITION: Wants Removal Period Extended to March 12 FAIRFIELD SENTRY: 2nd Circuit Cracks Door After Sale Ruling FCC HOLDINGS: Files Schedules of Assets and Liabilities FIRED UP: Johnny Carino's Restaurants Set Dec. 8 Plan Date FIRST DATA: James Nevels Named to Board of Directors FORMFACTOR INC: Posts $277K Net Loss for Sept. 27 Quarter FRED FULLER: Wants Expedited Sale of Assets to Rymes Heating FREEDOM INDUSTRIES: ARCADIS to Continue Work on Facility FREEDOM INDUSTRIES: ARCADIS to Continue Hold $100,000 Retainer FULLCIRCLE REGISTRY: Somerset CPAs Okayed as Accountants GARLOCK SEALING: PI Panel Cries Fraud, Wants to Reopen Estimation GARLOCK SEALING: Simon Greenstone Wants Asbestos RICO Suit Nixed GENCO SHIPPING: Files Q3 Form 10-Q, Names New President GENERAL MOTORS: Recalled Cars Remain Unrepaired GENERAL MOTORS: New GM Fends Off Liability on Defective Switches GEOSUPPLY INC: Voluntary Chapter 11 Case Summary GETTY PETROLEUM: $1.4 Million AIG Settlement Approved GLYECO INC: Reports $1.3 Million Revenue for Third Quarter GREAT LAKES DREDGE: Moody's Rates New $25MM Add-on Notes Caa1 GREAT LAKES DREDGE: S&P Hikes CCR to B on Improved Debt Leverage GREAT PLAINS: Trustee to Take Over If Milestones Not Met GT ADVANCED: Expeditors International Seek to Lift Stay GT ADVANCED: SEC Opens Investigation Into Securities Trading GT ADVANCED: Wants Ropes & Gray to Handle FINRA and SEC Inquiries GT ADVANCED: Court Denies Motion to Pay Critical Vendors' Claims GUIDED THERAPEUTICS: Incurs $3 Million Net Loss in 3rd Quarter HAWAII MEDICAL: Seeks to Dismiss Chapter 11 Bankruptcy Cases HD SUPPLY: Moody's Assigns B1 Rating on $1.25BB Sr. Secured Notes HD SUPPLY: S&P Assigns 'B+' Rating on 1st Lien Notes Due 2021 HERCULES OFFSHORE: Files Fleet Status Report as of Nov. 18 HOMESTEAD COUNTRY: Sells Six Acres of Property to Evan Talan HOTEL OUTSOURCE: Needs More Time to File Form 10-Q HOUSTON REGIONAL: Relaunched as Root Sports, 96 Workers Laid Off HOUSTON REGIONAL: No Direct Appeal for Comcast IBCS MINING: Schedules Nov. 21 Sale Hearing IMAGEWARE SYSTEMS: Incurs $2.2 Million Net Loss in Third Quarter INDYMAC BANCORP: FDIC Capitulates in $58.6 Million Suit IVANHOE ENERGY: Reports $93.4-Mil. Net Loss in Third Quarter JAMES RIVER: Consents to Termination of Pension Plan by PBGC JAMES RIVER: Blackstone Okayed as Committee's Investment Banker JAMES RIVER: Has Deal with PBGC on Pension Plan Termination JBM FARMS: Case Summary & 14 Largest Unsecured Creditors JOHN D. OIL: Fifth Amended Reorganization Plan Denied Confirmation JSC ALLIANCE BANK: Chapter 15 Case Summary KEMET CORP: Withdraws Proposed $400 Million Notes Offering KIOR INC: Dec. 8 Hearing on Bidding Procedures KIOR INC: Seeks to Reject Matheson Contract KIOR INC: Taps WilmerHale as Special Litigation Counsel KIOR INC: Employs Epiq as Claims & Noticing Agent LANTHEUS MEDICAL: Posts $1.4 Million Net Income in Third Quarter LANTRONIX INC: Reports $262K Net Loss in Sept. 30 Quarter LEHMAN BROTHERS: JPMorgan Files Final Brief in $8.6 Billion Suit LIBERATOR INC: Delays Form 10-Q for Third Quarter LIGHTSQUARED INC: Has Access to Cash Collateral Until Jan. 30 LIME ENERGY: Incurs $430,000 Net Loss in Third Quarter LOLETA CHEESE: Case Summary & 20 Largest Unsecured Creditors LPATH INC: Reports $3.2 Million Third Quarter Net Loss LPC HOLDING: S&P Assigns 'B' CCR & Rates 1st Lien Loans 'B' MACKEYSER HOLDINGS: Court OKs Payment of DIP Lenders' Expenses MAST THERAPEUTICS: Incurs $7.87-Mil. Net Loss in Third Quarter METALDYNE CORP: Asahi Settles PBGC's Pension Case for $40MM METALICO INC: Registers 4.9 Million Shares for Resale METALICO INC: TPG Specialty Reports 6.1% Stake as of Nov. 5 MIDTOWN SCOUTS: Submits Post-Confirmation Brief for Ch. 11 Plan MOOG INC: New Upsized 2022 Notes No Impact on Moody's Ca2 CFR MONROE HOSPITAL: Patient Care Ombudsman Not Needed Despite Cases MVB HOLDING: Okayed to Sell 86 Gaming Devices to Golden Nugget MT LAUREL LODGING: Disclosure Statement Hearing Reset to Feb. 25 MT LAUREL LODGING: Matters Related to FDIC Receiver Stayed NAKED BRAND: Hires BDO USA as Accountants NET PAY SOLUTIONS: IRS Says Trustee Can't Recoup $3M Payment NORTEL NETWORKS: Bondholders, Retirees Fight Over Interest PALM DRIVE: U.S. Trustee Appoints 7-Member Employees Committee PANTECH CO: Dec. 17 Hearing on US Recognition of Korean Bankruptcy PHOENIX PAYMENT: Wants Until Feb. 2 to Remove Actions PORTER BANCORP: Maria Bouvette Reports 21.6% Stake as of Nov. 17 POSITIVEID CORP: Posts $1.6 Million Net Loss for Third Quarter PRIMUS GUARANTY: Commences Members' Voluntary Liquidation PVA APARTMENTS: Owner Regains Control of the Debtor QLIK TECHNOLOGIES: Has $14.4-Mil. Net Loss for Q3 QUALITY LEASE: Files Schedules of Assets and Liabilities QUEST SOLUTION: Posts $62,700 Net Income in Third Quarter QUICKSILVER RESOURCES: Romy Massey Named Chief Accounting Officer R.S. BACON: Involuntary Ch.11 Filed Again; PPL Seeks Dismissal R.S. BACON: Debtor Wants Auction to Proceed R.S. BACON: Involuntary Chapter 11 Case Summary RELIABRAND INC: Incurs $1.11-Mil. Net Loss in FY Ended June 30 RESTIVO AUTO: Federal Tax Lien Loses Out to Unrecorded Mortgage RICEBRAN TECHNOLOGIES: Sees Revenue of $40MM to $42MM for 2014 RIVER CITY: Wants Legal Counsel to Serve as Noticing Agent RIVER CITY: Bids for Multi-Family Portfolio Due Dec. 10 RIVERWALK JACKSONVILLE: Disclosure Statement Hearing on Dec. 29 ROCKWELL MEDICAL: Plans to Offer $55 Million Common Shares ROSETTA GENOMICS: 7 Proposals Approved at Annual Meeting SAMUEL WYLY: Wanted to Serve on His Own Creditors' Committee SAN BERNARDINO, CA: Says Voters Derailed Cost-Cutting Plan SCRUB ISLAND: Kicks Off Bid to Wipe Out $122MM Bank Debt SEAN DUNNE: Abandons Dismissal of U.S. Bankruptcy SEARS HOLDINGS: Rights Offering Subscription Period Expired SGK VENTURES: Committee Liquidating Plan Declared Effective SIGA TECHNOLOGIES: Judge Martin Glenn Appointed as Mediator SIGA TECHNOLOGIES: Files Schedules of Assets and Liabilities SONDE RESOURCES: Receives NYSE Listing Delisting Notice SONY CORP: Fitch Affirms 'BB-' IDR & Revises Outlook to Stable SOUND SHORE: Confirms Amended Plan; Terrano is Plan Administrator SUNVALLEY SOLAR: Posts $61,000 Net Income in Third Quarter SUPER BUY FURNITURE: Two Members Leave Creditors Committee T & V OPTIMUM: Case Summary & 20 Largest Unsecured Creditors TACTICAL INTERMEDIATE: Rodefer Moss Approved as Tax Advisors TELECONNECT INC: Terminates Registration of Securities TERRAFORM POWER: S&P Affirms 'BB-' CCR Over First Wind Deal TN-K ENERGY: Reports $55,000 Net Loss for Third Quarter TONGJI HEALTHCARE: Incurs $51,000 Net Loss in Third Quarter UNILAVA CORP: Delays Filing of Q3 Form 10-Q UNIVERSAL COOPERATIVES: Authorized to Terminate 401(K) Plan UNIVERSAL SOLAR: Delays Form 10-Q for Third Quarter US STEEL CANADA: Ontario Court Sets Dec. 22 as Claims Bar Date VARIANT HOLDING: IMH Has Issues with Jefferies Hiring VERITEQ CORP: Incurs $893,000 Net Loss in Third Quarter VERTICAL COMPUTER: Delays Q3 Form 10-Q Over Unresolved Issues VICTORY ENERGY: Needs More Time to File Form 10-Q VIGGLE INC: Files Copy of Investor Presentation With SEC VISTEON CORP: UAW Retirees Slam Attempts to End Benefits Row VRINGO INC: Posts $12.38-Mil. Net Loss for Third Quarter VYCOR MEDICAL: Incurs $1.3 Million Net Loss in Third Quarter WAVE SYSTEMS: To Sell $15 Million Worth of Securities WESTERN CAPITAL: Bankruptcy Court Won't Interfere in Dispute ZOGENIX INC: Presented at Stifel Nicolaus Conference ZUFFA LLC: S&P Revises Outlook to Negative & Affirms 'BB-' CCR * Rise of E-Commerce May Have Driven Retailers to Bankruptcy * Bankruptcy Filings Continue Dropping 12% Year-to-Date * Puerto Rico Says Bond Price Doesn't Justify Suit * BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom and Bust ********* AAROMA HOLDINGS: High Court Won't Revisit Ruling In Diacetyl Suit ----------------------------------------------------------------- Law360 reported that the U.S. Supreme Court said it won't review a Third Circuit decision freeing Aaroma Holdings LLC from liability for injuries allegedly caused by a chemical additive known as diacetyl that gives foods a buttery flavor, which was manufactured by a company whose assets it purchased in 2010. According to the report, the high court rejected a petition filed by the plaintiffs in July, who had sought to overturn a Third Circuit ruling in January that determined Aaroma couldn't be held liable for their personal injury claims. ACCELPATH INC: Incurs $546,000 Net Loss in Sept. 30 Quarter ----------------------------------------------------------- Accelpath, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $545,686 on $40,500 of revenues for the three months ended Sept. 30, 2014, compared to a net loss of $351,239 on $54,000 of revenues for the three months ended Sept. 30, 2013. As of Sept. 30, 2014, the Company had $71,830 in total assets, $3.04 million in total liabilities and a $2.97 million total stockholders' deficit. On Sept. 30, 2014, the Company had a working capital deficit of $3,031,217 compared to a working capital deficit of $2,726,028 at June 30, 2014. The $305,189 decrease in working capital is due primarily to the operating loss incurred by the Company during the three months ended Sept. 30, 2014. AccelPath exited the development stage in October 2010. The Company's primary source of operating cash flows to date has been from financing activities. During the three months ended Sept. 30, 2014, the Company received $115,000 from the issuance of notes payable. A full-text copy of the Form 10-Q is available for free at: http://is.gd/CTNlpp About AccelPath Gaithersburg, Md.-based AccelPath has two primary businesses: AccelPath, LLC, and Digipath Solutions, LLC, are in the business of enabling pathology diagnostics and Technest, Inc. (a 49% owned subsidiary) is in the business of the design, research and development, integration, sales and support of three- dimensional imaging devices and systems. John Scrudato CPA expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company had an accumulated deficit at June 30, 2014, a net loss and net cash used in operating activities for the fiscal year then ended. The Company reported a net loss of $2.51 million on $216,000 of revenues for the fiscal year ended June 30, 2014, compared with a net loss of $1.99 million on $334,616 of sales in the prior year. ACTIVE POWER: Incurs $2.5-Mil. Net Loss in Q3 --------------------------------------------- Active Power, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $2.5 million on $12.69 million of total revenue for the three months ended Sept. 30, 2014, compared with a net loss of $3.13 million on $13.15 million of total revenue for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $37.34 million in total assets, $16.57 million in total liabilities and total stockholders' equity of $20.77 million. A copy of the Form 10-Q is available at: http://is.gd/pD6okl Founded in 1992, Active Power (NASDAQ: ACPW) is a global leader in flywheel energy and power technology for mission critical applications. The company's products and solutions are unique because of its patented flywheel and power electronics technology that delivers critical power to leading innovators across multiple industries. The combined benefits of its products' power density, reliability, and total cost of ownership are unmatched in the market. The company's products and solutions are built with pride in Austin, Texas, at a state-of-the-art, ISO 9001:2008 registered manufacturing and test facility. Global customers are served via Austin and three regional operations centers located in the United Kingdom, Germany, and China, that support the deployment of systems in more than 50 countries. For more information, visit www.activepower.com. Active Power and CleanSource are registered trademarks of Active Power, Inc. PowerHouse and the Active Power logo are trademarks of Active Power, Inc. All other trademarks are the properties of their respective companies. AFFYMAX INC: Suspends Filing of Reports with SEC ------------------------------------------------ Affymax, Inc., filed with the U.S. Securities and Exchange Commission a Form 15 to terminate the registration of its common stock, par value $0.001 per share. As of Nov. 14, 2014, there were only 74 holders of the securities. As a result of the Form 15 filing, the Company is not anymore obligated to file periodic reports with the SEC. About Affymax Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based in Palo Alto, California. In March 2012, the U.S. Food and Drug Administration approved the Company's first and only product, OMONTYS(R) (peginesatide) Injection for the treatment of anemia due to chronic kidney disease in adult patients on dialysis. OMONTYS is a synthetic, peptide-based erythropoiesis stimulating agent, or ESA, designed to stimulate production of red blood cells and has been the only once-monthly ESA available to the adult dialysis patient population in the U.S. The Company co- commercialized OMONTYS with its collaboration partner, Takeda Pharmaceutical Company Limited, or Takeda during 2012 until February 2013, when the Company and Takeda announced a nationwide voluntary recall of OMONTYS as a result of safety concerns. Bankruptcy Warning The Company said in the Quarterly Report for the period ended March 31, 2014, "Because we have not made an irrevocable decision to liquidate, the accompanying condensed financial statements have been prepared under the assumption of a going concern basis that contemplates the realization of assets and liabilities in the ordinary course of business. Operating losses have been incurred each year since inception, resulting in an accumulated deficit of $559.5 million as of March 31, 2014. Nearly all of our revenues to date have come from our collaboration with Takeda. As a result of the February 23, 2013 nationwide voluntary recall of OMONTYS and the suspension of all marketing activities, there is significant uncertainty as to whether we will have sufficient existing cash to fund our operations for the next 12 months. Given our limited resources, there is no assurance that we will be able to reduce our operating expenses enough to meet our existing and future obligations and conduct ongoing operations. If we do not have sufficient funds to continue operations, we could be required to liquidate our assets, seek bankruptcy protection or other alternatives. Any failure to dispel any continuing doubts about our ability to continue as a going concern could adversely affect our ability to enter into collaborative relationships with business partners. These matters raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty." Affymax reported a net loss of $14.42 million in 2013 following a net loss of $93.41 million in 2012. As of June 30, 2014, the Company had $5.38 million in total assets, $214,000 in total liabilities, all current, and $5.17 million in total stockholders' equity. Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that there is significant uncertainty as to whether the Company will have sufficient financial resources to fund its operations for the next 12 months. This condition raises substantial doubt about the Company's ability to continue as a going concern. ALCO STORES: Going-Out-Of-Business Sale for 198 Stores Begins ------------------------------------------------------------- After 113 years, Alco Stores, a discount retailer focused on serving consumers in smaller communities with limited access to other regional or national retail chains, is closing its doors forever. The U.S. Bankruptcy Court in Dallas approved an order on Nov. 20 authorizing Tiger Capital Group LLC, SB Capital Group LLC and Great American Group LLC to conduct "Going Out Of Business" sales in each of Alco's 198 locations in 23 states. More than $260 million of inventory, fixtures and equipment will be liquidated during the sale, which begins Friday, November 21. "Alco's humble beginning as a single variety store in 1901 began a path of growth fueled by a strategy of focusing on smaller communities throughout the Midwest, Southeast and Southwest while offering a wide selection of products at heavily discounted prices," noted Daniel Kane, Managing Member of Tiger Capital Group. "In addition to the convenience of being able to shop locally, the chain distinguished itself by emphasizing the kind of friendly, personal service that small-town consumers expect. Unfortunately, many of Alco's small-town customers were disproportionately impacted by the slow economy. These economic factors ultimately led to the difficult decision to liquidate all of Alco's assets." On October 12, 2014, Alco filed for Chapter 11 protection in federal bankruptcy court, Northern District of Texas, case no. 14- 34941. "This event will offer consumers in Alco's small-town markets a once-in-a-lifetime opportunity to get extraordinary discounts on food and snack items, apparel and footwear for the family, housewares, health and beauty aids, hardware, electronics, seasonal items, toys, sporting goods, and so much more," said Scott Bernstein, Chief Operating Officer of SB Capital Group. "This Going-Out-of-Business Sale is timed as such that Alco's many loyal customers will realize significant savings as they do their holiday shopping." The Going-Out-of-Business Sale will offer discounts off Alco's already everyday, low prices, with storewide savings off the lowest, ticketed price. Current markdowns and clearance items will also have additional discounts. The sale will continue until all merchandise has been sold. "We know that thousands of shoppers rely on Alco for daily essentials such as groceries, housewares and domestics," added Scott Carpenter, President of Great American Group's Retail Solutions division. "We'll keep these essentials fully-stocked for a limited time as we sell through all of the existing merchandise at discounted prices." Alco stores, which average 25,000 square feet in size, are located in Arizona, Arkansas, Colorado, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, New Mexico, North Dakota, Ohio, Oklahoma, South Dakota, Texas, Utah, Wisconsin, and Wyoming. For a list of locations, go to: http://www.alcostores.com/about_us All stores will maintain their normal business hours during this liquidation sale. Cash and major credit cards will be accepted. In addition to the liquidation of merchandise inventories, fixtures and equipment from all 198 stores, assets from the company's 352,000-square-foot distribution center in Abilene, Kansas will also be sold. About Tiger Capital Group Tiger Capital Group -- http://www.TigerGroup.com-- provides asset valuation, advisory and disposition services to a broad range of retail, wholesale, and industrial clients. Tiger maintains offices in New York, Los Angeles, Boston, San Francisco and Sydney. About SB Capital Group, LLC SB Capital Group -- http://www.sbcapitalgroup.com-- is a Schottenstein affiliate. It operates in the field of asset recovery, rescue finance, restructuring and strategic store closing events. With principals who are equity stakeholders in retail enterprises, consumer products, franchising, licensing and real property, SB Capital Group leverages resources and depth of experience to provide services with applicability across a wide spectrum of industries. About Great American Group, LLC Great American Group, LLC -- http://www.greatamerican.com-- is a provider of advisory and valuation services, asset disposition and auction solutions, commercial lending and real estate advisory services. Great American Group efficiently deploys resources with sector expertise to assist companies, lenders, capital providers, private equity investors and professional service firms in maximizing the value of their assets. It is a wholly owned subsidiary of B. Riley Financial, Inc. (OTCBB: RILY), consisting of an array of financial services companies including: B. Riley & Co., LLC, a leading full service investment bank providing corporate finance, research, and sales & trading to corporate, institutional and high net worth individual clients; and B. Riley Asset Management, a provider of investment products to institutional and high net worth investors. B. Riley Financial is headquartered in Los Angeles with offices in Atlanta, Boston, Charlotte, N.C., Chicago, Dallas, Melville and New York, N.Y., Newport Beach, Calif., Norwalk, Conn., San Francisco, and Munich. About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. Alco offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, and Prime Clerk LLC as claims and noticing agent. Michael Moore has been named consultant to the Debtors. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. The bulk of the liabilities was total debt outstanding under a credit facility with Wells Fargo Bank, National Association, of which the aggregate outstanding was $104.2 million as of the Petition Date. The U.S. Trustee for Region 6 appointed seven creditors to serve in the official committee of unsecured creditors of ALCO Stores, Inc. The Law Office of Judith W. Ross serve as local counsel to the Committee. ALCO STORES: Gets Approval to Hire Prime Clerk as Claims Agent -------------------------------------------------------------- Alco Stores Inc. received approval from U.S. Bankruptcy Judge Stacey Jernigan to hire Prime Clerk LLC. The company tapped the firm to help administer claims filed in its bankruptcy case, and solicit votes from creditors when the company files a bankruptcy plan. Earlier this month, the U.S. trustee, the Justice Department's bankruptcy watchdog, filed an objection, arguing there are issues that had to be clarified before Alco should be allowed to hire the firm. Among the issues raised by the agency is the company's failure to disclose if the firm holds a pre-bankruptcy claim. "This information must be provided so the court, creditors, and the United States trustee can evaluate whether the proposed professional is a disinterested person," the U.S. Trustee said in a court filing. About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. Alco offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, and Prime Clerk LLC as claims and noticing agent. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. The bulk of the liabilities was total debt outstanding under a credit facility with Wells Fargo Bank, National Association, of which the aggregate outstanding was $104.2 million as of the Petition Date. ALLIED SYSTEMS: PE Firm's Claims Pared in Suit Over Bankruptcy -------------------------------------------------------------- Law360 reported that the Delaware Chancery Court tossed claims brought by The Yucaipa Cos. LLC against competing lender Black Diamond Commercial Finance LLC over ownership of bankrupt Allied Systems Holdings Inc.'s debt, ruling some claims were barred by a covenant not to sue but allowing claims alleging harms unique to Yucaipa. According to the report, Yucaipa's amended complaint brings several claims related to its debt ownership and an agreement to distribute the remaining assets of the bankrupt Allied. The defendants moved to dismiss, arguing that the claims should be collaterally estopped under a covenant not to sue that was upheld by the New York courts and used to dismiss claims in bankruptcy litigation, the report related. The case is Yucaipa American Alliance Fund I LP et al. v. SBDRE LLC et al., case number 9151-VCP, in the Court of Chancery of the State of Delaware. About Allied Systems Holdings, Inc. BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman Sanders, Gowling Lafleur Henderson. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. In January 2014, the U.S. Trustee for Region 3 appointed a three- member Official Committee of Retirees. Yucaipa Cos. has 55% of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. ALLY FINANCIAL: To Sell $800 Million Senior Notes Due 2019 ---------------------------------------------------------- Ally Financial Inc. filed with the U.S. Securities and Exchange Commission a free writing prospectus relating to the offering of an aggregate principal amount of $800,000,000 3.750% senior notes due 2019. Interest on the Notes are due semi-annually, in arrears on May 18 and November 18 of each year, until maturity, commencing May 18, 2015. Joint Book-Running Managers: Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC RBC Capital Markets, LLC Co-Managers: Credit Agricole Securities (USA) Inc. Lloyds Securities Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Cabrera Capital Markets, LLC C.L. King & Associates, Inc. MFR Securities, Inc. Samuel A. Ramirez & Company, Inc. A full-text copy of the FWP is available for free at: http://is.gd/B5z3tp About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. The Company's balance sheet at June 30, 2014, showed $149.93 billion in total assets, $135.05 billion in total liabilities and $14.87 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the Ba3 corporate family and B1 senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALLY FINANCIAL: Inks $800 Million Underwriting Agreement -------------------------------------------------------- Ally Financial Inc. entered into an underwriting agreement incorporating Ally's Underwriting Agreement Standard Provisions with Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several Underwriters, pursuant to which Ally agreed to sell to the Underwriters $800,000,000 aggregate principal amount of 3.750% Senior Notes due 2019. The Notes were registered pursuant to Ally's shelf registration statement on Form S-3 which became automatically effective on Dec. 24, 2013. The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions. The Notes will be issued pursuant to an Indenture dated as of as of July 1, 1982, as supplemented and amended by the first supplemental indenture dated as of April 1, 1986, the second supplemental indenture dated as of June 15, 1987, the third supplemental indenture dated as of Sept. 30, 1996, the fourth supplemental indenture dated as of Jan. 1, 1998, and the fifth supplemental indenture dated as of Sept. 30, 1998, between the Company and The Bank of New York Mellon (successor to Morgan Guaranty Trust Company of New York), as trustee, and an action of the executive committee of Ally dated as of Nov. 12, 2014. A full-text copy of the Underwriting Agreement is available at: http://is.gd/MdR7WV About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the Ba3 corporate family and B1 senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALSIP ACQUISITION: Case Summary & 25 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Alsip Acquisition, LLC 14-12596 13101 South Pulaski Road Alsip, IL 60803 APCA, LLC 14-12597 13101 South Pulaski Road Alsip, IL 60803 Chapter 11 Petition Date: November 20, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Laura Davis Jones, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: 302 652-4100 Fax: 302-652-4400 Email: ljones@pszjlaw.com Estimated Estimated Assets Liabilities ----------- ----------- Alsip Acquisition $10MM-$50MM $10MM-$50MM APCA, LLC $0-$50,000 $0-$50,000 The petitions were signed by Stephen Silver, president. List of Alsip Acquisition's 25 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Metropolitan Water Water Treatment/ $3,320,380 Reclamation District Utility Company 100 East Erie Street Chicago, IL 60611 Tel: 312-751-5600 Fax: 312-751-6635 GDF Suez Energy Resources Utility Company $2,108,296 1990 Post Oak Boulevard Suite 1900 Houston, TX 77056 Tel: 888-232-6206 BP Canada Energy Marketing Corp. Utility Company $1,241,692 3464 Solutions Center Chicago, IL 60677 Attn: Harriat Patrick Tel: 713-323-4803 Resolute FB US Inc. Trade Debt $1,088,796 111 Rue Duke Bur. 5000 Montreal, QC H3C 2MI, Canada Attn: Ginger Brown Tel: 514-394-3741 Fax: 514-394-2213 Prairie Transport Trade Debt $814,142 6180 W. 1100 N DeMotte, IN 46310 Tel: 219-964-1116 Econsynthetix Trade Debt $809,992 3365 Mainway Burlington, ON L7M 1A7, Canada Tel: 866-326-7847 Fax: 517-337-7939 Waste Management/Recycle Trade Debt $797,054 America 550 Center Avenue Carol Stream, IL 60188 Tel: 630-752-1610 Omya Trade Debt $715,519 39 Main Street Proctor, VT 05765 Tel: 800-451-4468 Nicor Gas Utility Company $669,982 P.O. Box 5407 Carol Stream, IL 60197 Tel: 888-642-6748 Nationwide Magazine & Book Trade Debt $613,902 Dist., Inc. 3000 East Grauwyler Road Irving, TX 75061 Tel: 972-438-2123 Fax: 972-721-0613 ES Express Lines, Inc. Trade Debt $600,680 13555 Main Street Lemont, IL 60439 Tel: 708-455-2222 Fax: 708-895-1100 Imerys Trade Debt $561,602 100 Mansell Court East Suite 300 Atlanta, GA 30368 Tel: 800-8943-3222 Fax: 920-757-6899 Zellstoff Celgar Limited Partner Trade Debt $507,866 700 West Pender Street Vancouver, BC V6C1G8 Attn: Terry MacDonald Tel: 250-365-4217 Fax: 250-365-4211 Styron, LLC Trade Debt $470,085 409 Ashman Street, Suite 1 Midland, MI 48640 Tel: 440-716-0759 Fax: 440-734-6058 Voith Paper Fabric & Roll Trade Debt $419,308 3040 Black Creek Road Wilson, NC 27893 Tel: 252-265-4300 Fax: 252-243-3374 American Precision Services Inc. Trade Debt $411,583 7110 W. 21st Avenue Gary, IN 46406 Tel: 219-977-4451 Fax: 219-977-4452 Norfolk Southern Railway Trade Debt $386,805 P.O. Box 532888 Atlanta, GA 30353 Tel: 404-529-1382 Fax: 404-589-6715 Federal International, Inc. Trade Debt $350,526 7935 Clayton Road St. Louis, MI 63117 Tel: 314-721-3377 Fax: 314-721-2007 C.H. Robinson Trade Debt $332,082 14701 Charlson Road Eden Prairie, MN 55347 Tel: 855-229-6128 Mid-America Paper Recycling Co. Trade Debt $315,268 3685 W. 41st Street Chicago, IL 60632 Attn: Martin Leibforth Tel: 773-890-5454 Fax: 773-890-5757 Motion Industries, Inc. Trade Debt $264,006 1605 Alton Road Birmingham, Al 35210 Tel: 708-422-2727 Fax: 708-422-6328 Key West Metal Industries, Inc. Trade Debt $261,254 13831 S. Kostner Avenue Crestwood, IL 60445 Tel: 708-371-1470 Fax: 708-371-1570 Quincy Recycling Trade Debt $244,563 526 South 6th Street Quincy, IL 62301 Tel: 312-928-0643 Fax: 312-928-0644 Weavexx Felt Trade Debt $229,886 62669 Collectins Center Drive Chicago, IL 60693 Tel: 800-932-8399 Continental Paper Grading Trade Debt $215,726 1623 S. Lumber Street Chicago, IL 60616 Tel: 312-226-2010 Fax: 312-226-2025 AMERICAN MEDIA: Conference Call Held to Discuss Results ------------------------------------------------------- In a conference call Nov. 18, 2014, American Media, Inc., reported a net loss attributable to the Company and its subsidiaries of $30.06 million on $74.18 million of total operating revenues for the three months ended Sept. 30, 2014, compared to a net loss attributable to the Company and its affiliates of $2.79 million on $90.60 million of total operating revenues for the same period a year ago. For the six months ended Sept. 30, 2014, the Company reported a net loss attributable to the Company and its subsidiaries of $42.03 million on $152.44 million of total operating revenues compared to a net loss attributable to the Company and its subsidiaries of $2.02 million on $180.99 million of total operating revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $541.71 million in total assets, $589.19 million in total liabilities, $4.25 million in redeemable noncontrolling interests, and a $51.73 million total stockholders' deficit. About American Media Based in New York, American Media, Inc., publishes celebrity journalism and health and fitness magazines in the U.S. These include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health, and The National Enquirer. In addition to print properties, AMI manages 14 different Web sites. The company also owns Distribution Services, Inc., an in-store magazine merchandising company. American Media, Inc., and 15 units, including American Media Operations, Inc., filed for Chapter 11 protection in Manhattan (Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a prepackaged plan. The Debtors emerged from Chapter 11 reorganization in December 2010, handing ownership to former bondholders. The new owners include hedge funds Avenue Capital Group and Angelo Gordon & Co. American Media incurred a net loss of $55.54 million on $348.52 million of total operating revenues for the fiscal year ended March 31, 2013, as compared with net income of $22.29 million on $386.61 million of total operating revenues for the fiscal year ended March 31, 2012. * * * As reported by the TCR on Sept. 23, 2014, Standard & Poor's Ratings Services raised its corporate credit rating on Boca Raton, Fla.-based American Media Inc. to 'CCC' from 'SD' (selective default). The upgrade follows a review of American Media's business and financial risk profile assessments following its exchange of approximately $7.8 million 13.5% second-lien senior notes due 2018 and approximately $113.3 million 10% second-lien senior payment-in-kind (PIK) notes due 2018 for equity. In the July 10, 2014, edition of the TCR, Moody's Investors Service has lowered American Media, Inc.'s Corporate Family Rating (CFR) to Caa1 from B3. The downgrade of American Media's CFR to Caa1 reflects Moody's expectation for lower revenue and EBITDA resulting in higher financial leverage. AMERICAN SPECTRUM: Has $13.8-Mil. Net Loss for FY 2013 ------------------------------------------------------ American Spectrum Realty, Inc., filed with the U.S. Securities and Exchange Commission on Oct. 31, 2014, its annual report on Form 10-K for the year ended Dec. 31, 2013. EEPB, P.C., expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has recurring losses from continuing operations and relative low levels of cash and cash equivalents. The Company reported a net loss of $13.77 million on $42.7 million of total revenues for the year ended Dec. 31, 2013, compared with net income of $1.41 million on $42.23 million of total revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $399 million in total assets, $355 million in total liabilities and stockholders' equity of $44.0 million. A copy of the Form 10-K is available at: http://is.gd/pqAJUJ About American Spectrum Realty, Inc. American Spectrum Realty, Inc. -- http://www.asrmanagement.com-- is a real estate investment company that owns, through an operating partnership, interests in office, industrial, retail, self-storage, RV parks, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. as well as for third-party clients totaling 10 million square feet in multiple states. ANDALAY SOLAR: Reports $570,000 Net Loss for Third Quarter ---------------------------------------------------------- Andalay Solar, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $570,634 on $605,943 of net revenue for the three months ended Sept. 30, 2014, compared to a net loss attributable to common stockholders of $1.33 million on $156,630 of net revenue for the same period last year. For the nine months ended Sept. 30, 2014, the Company reported a net loss attributable to common stockholders of $1.29 million on $1.05 million of net revenue compared to a net loss attributable to common stockholders of $3.23 million on $367,870 of net revenue for the same period in 2013. As of Sept. 30, 2014, the Company had $2.88 million in total assets, $5.88 million in total liabilities and a $3 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/TvbCbY About Andalay Solar Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar, Inc., is a provider of innovative solar power systems. In 2007, the Company pioneered the concept of integrating the racking, wiring and grounding directly into the solar panel. This revolutionary solar panel, branded "Andalay", quickly won industry acclaim. In 2009, the Company again broke new ground with the first integrated AC solar panel, reducing the number of components for a rooftop solar installation by approximately 80 percent and lowering labor costs by approximately 50 percent. This AC panel, which won the 2009 Popular Mechanics Breakthrough Award, has become the industry's most widely installed AC solar panel. A new generation of products named "Instant Connect" was introduced in 2012 and is expected to achieve even greater market acceptance. Andalay Solar reported a net loss attributable to common stockholders of $3.85 million on $1.12 million of net revenue for the year ended Dec. 31, 2013, as compared with a net loss attributable to common stockholders of $9.15 million on $5.22 million of net revenue in 2012. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's significant operating losses and negative cash flow from operations raise substantial doubt about its ability to continue as a going concern. ANNA ROBINSON: Antique Bible Exempted From Creditor Claims ---------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. District Judge Staci M. Yandle in Peoria, Illinois, disagreed with a bankruptcy judge, and ruled that an 1830 First Edition Mormon Bible worth $10,000 is exempt property. Judge Yandle, however, ruled that under an Illinois statute, the Bible might not be exempt if it had been bought in an attempt to defraud creditors. The case is Robinson v. Hagan (In re Robinson), 13-1239, U.S. District court, Southern District Illinois (Peoria). ANTARAMIAN PROPERTIES: Files Proposed Chapter 11 Plan ----------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Antaramian Properties LLC, the owner and developer of portions of a condominium, marina and hotel called Naples Bay Resort, filed a proposed reorganization plan on Oct. 31 that would allow the Antaramian family to retain ownership thanks to a $5 million loan to be made when the project emerges from a Chapter 11 case that began in August in Fort Myers, Florida. Accordiing to the report, unsecured creditors are shown in the disclosure statement as having a 60 percent recovery. Antaramian Properties, LLC, sought bankruptcy protection on Aug. 29, 2014 (Case No. 14-10145, Bankr. M.D. Fla.). The case is assigned to Judge Caryl E. Delano. The Debtors are represented by David S Jennis, Esq., at Jennis & Bowen PL, in Tampa, Florida. ARCAPITA BANK: Completes $100 Million Equity Raise -------------------------------------------------- Arcapita Bank B.S.C. has successfully raised its targeted $100 million in equity capital from shareholders in the GCC region to fund its growth strategy. Arcapita is now focused on: asset management of an existing $3 billion investment portfolio and the growth opportunity of new Shari'ah-compliant alternative investment products and services. The new equity will allow Arcapita to grow its asset management capabilities and develop further revenue streams. The firm will focus on originating investments in asset classes, sectors and geographical regions where its management has built significant expertise over the past 17 years. Arcapita will initially pursue new investment opportunities with GCC region followed by other international markets including the U.S., Asia, and Europe. Arcapita's investment teams will offer real estate and private equity investments on a "deal-by-deal" and funds basis to a select group of investors. In additiona, Arcapita will offer services, including asset management and advisory services. Atif A. Abdulmalik, Arcapita's CEO, said, "Arcapita was formed to originate high-quality Shari'ah-compliant alternative investment opportunities for investors. With the support of our shareholders and investor base, we have built a strong platform to source and manage Shari'ah-compliant investments worldwide. Over the last 17 years, Arcapita's investment professionals have completed more than 70 investments with a transaction value of approximately $30 billion across the globe." Abdulaziz H. Aljomaih, Arcapita's chairperson of the board of directors, added, "We are pleased that the equity offering was oversubscribed and to have expanded our shareholder base to include a prominent group of sovereign wealth funds, institutional investors, high net worth individuals and family offices from across GCC region." As well as growing the shareholder base, Arcapita will expand its board of directors, adding further depth and specialist experience and strengthening the firm's governance structure. The expanded board of directors will consist of Mr. Aljomaih, head of international investments at Aljomaih Holding Co.; Ghazi F. Al Nafisi, co-founder and chairperson of Salhia Real Estate company K.S.C.; Abdulrahman A. Al Muhanna, managing director and member of the board of directors of Almarai Company; Amer A. Al Fahim, a supervisory board member of al Fahim Group; Khalid J. Bin Kalban, managing director and CEO of Dubai Investments PJSC; Usama M. Al Barwani, executive director of MB Holding; Noor Rahman Abid, previously the assurance leader for Ernst and Young in the Middle East; a member from Bahrain Mumtalakat Holding company; and Atif A. Abdulmalik, CEO of Arcapita. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represented the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., served as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100 percent lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to each Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf The effective date of the Debtors' Second Amended Joint Plan of Reorganization, dated as of June 11, 2013, occurred on Sept. 17, 2013. ARIZONA LA CHOLLA: Pima County Balks at Approval of Plan Outline ---------------------------------------------------------------- Secured Creditor Pima County objected to the approval of Arizona La Cholla, L.L.C.'s Disclosure Statement filed on Sept. 30, 2014. According to Pima County, the Debtor's Disclosure Statement failed to contain any language regarding the treatment of Pima County's secured, non-dischargeable tax claims beyond a mere mention that Pima County will retain its liens upon confirmation of the Plan. This lack of any clear treatment language casts doubt upon the Debtor's ability to complete payments in a timely fashion. Pima County requested that the Debtor amend the Disclosure Statement to ensure receipt of full payment of Pima County's secured, non-dischargeable real property tax claims within a period no later than sixty months from the date of the order of relief; amend the Disclosure Statement to classify Pima County as an impaired, secured creditor with the right to vote for acceptance or rejection of the Plan of Reorganization, and amend the Disclosure Statement to clarify that Debtor's statements that Pima County and its officials have engaged in unlawful conduct are unproven allegations. Pima County has timely filed claims for 2013 and 2014 real property taxes on parcel no. 225-43-015E (2125 W. Magee Road, Tucson, Arizona. In a separate filing, Pima County also objected to the confirmation of the Debtor's Plan of Reorganization dated Sept. 29, 2014, unless amended. Pima County is requesting that the Debtor amend the Plan to: 1. provide for payment of Pima County's non-dischargeable, secured 2013 and 2014 real property tax claims along with interest at the rate of 16% per annum prorated monthly. Objection No. 2: Along with the lack of a proposed treatment for payment of Pima County's secured, non-dischargeable tax claims, Debtor's Plan of Reorganization has incorrectly listed Pima County as an unimpaired creditor; and 2. specify the treatment of Pima County's secured ad valorem property tax claims and classify Pima County as an impaired creditor having the ability to vote for acceptance or rejection of the Plan. Pima County is represented by: Grant Winston, Esq. David W. Krula, Esq. Deputy County Attorneys 32 North Stone Avenue, Suite 2100 Tucson, AZ 85701 Tel: (520) 740-5750 E-mail: Grant.Winston@pcao.pima.gov pcaocvbk@pcao.pima.gov The Plan & DS As reported in the Troubled Company Reporter on Oct. 29, 2014, Bankruptcy Judge Scott H. Gan will convene a hearing on Nov. 25, 2014, at 1:30 p.m., to consider adequacy of information in the Dislosure Statement explaining the Debtor's Plan. Objections, if any, are due five business days prior to the hearing date. As reported in the TCR on Oct. 6, 2014, the Debtor filed with the Bankruptcy Court its Plan of Reorganization dated Sept. 30, 2014, and accompanying Disclosure Statement. Under the Plan, Claims against the Debtor are divided into six Classes: * Class 1: Administrative claims; * Class 2: Claim of Pima County Treasurer, Beth Ford; * Class 3: Claim of Secured Creditor TFCU; * Class 4: General Unsecured Claims; * Class 5: Claim of Steven L. Nannini; and * Class 6: Claims of the Debtor's Members. All Classes are impaired under the Plan except Classes 1, 2 and 4. All impaired classes of claims and classes of interest will receive the distributions under the Plan. The Debtor owns 166,835 square feet of real property located at the southwest corner of La Cholla Boulevard and Magee Road in Tucson ("Main Parcel"), and approximately 16,117 square feet of real property, fronting on Magee Road (the "Bubble Piece"). Upon approval of the Plan, the Debtor would transfer the Main Parcel to Tucson Federal Credit Union by deed in lieu of foreclosure and would transfer the Bubble Piece to TCFU by quitclaim deed. TCFU would accept the Debtor's conveyance of the two Parcels as payment in full of and satisfaction of all obligations comprising the TFCU Loan, including all obligations of Nannini and ALC regarding the Note, the Deed of Trust, and the Real Property. As of the date of the Disclosure Statement, the balance due TFCU under the Note is $2,059,504. All claims for that amount and or any other claims of any type and kind of TFCU against Nannini and ALC are deemed paid pursuant to the Plan and finally and definitively satisfied. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/ArizonaLaCholla_DS.pdf About Arizona La Cholla Arizona La Cholla, L.L.C., filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-10254) on July 2, 2014. Steven L. Nannini signed the petition as manager. The Debtor estimated assets and liabilities of at least $10 million. Altfeld & Battaile P.C. serves as the Debtor's counsel. ARISTA POWER: Obtains Patent for Energy Storage System ------------------------------------------------------ The United States Patent and Trademark Office issued a patent to Arista Power, Inc., entitled "Energy Storage and Power Management System". The Patent relates to a system to manage the storage of energy to, and the release of energy from, an energy storage system with such energy being generated from one or more renewable sources of energy, traditional sources of energy or the electric grid, or a combination of any or all of these sources, resulting in a reduction of the power demand from the electric grid of a user of the system or of the high consumption charges during peak usage times of a user of the system. The Patent was assigned U.S. Patent No. 8,886,363. About Arista Power Rochester, N.Y.-based Arista Power, Inc., is a developer, manufacturer, and supplier of custom-designed power management systems, renewable energy storage systems, and a supplier and designer of solar energy systems. Arista Power reported a net loss of $3.27 million on $2.19 million of sales for the year ended Dec. 31, 2013, as compared with a net loss of $3.48 million on $1.99 million of sales for the year ended Dec. 31, 2012. EFP Rotenberg, LLP, in Rochester, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses have resulted in an accumulated deficit and ongoing operation is dependent upon improved results from operation and additional financing. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "We may also seek additional financing to accelerate our growth. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of the Company held by existing shareholders will be reduced and our shareholders may experience significant dilution. In addition, new securities may contain rights, preferences or privileges that are senior to those of our common stock. If we raise additional capital by incurring debt, this will result in increased interest expense. There can be no assurance that acceptable financing necessary to further implement our plan of operation can be obtained on suitable terms, if at all. Our ability to develop our business could suffer if we are unable to raise additional funds on acceptable terms, which would have the effect of limiting our ability to increase our revenues, develop our products, attain profitable operations, or even may result in our business filing for bankruptcy protection or otherwise ending our operations which could result in a significant or complete loss of your investment," the Company said in the Annual Report for the year ended Dec. 31, 2013. AS SEEN ON TV: Delays Filing of Third Quarter Form 10-Q ------------------------------------------------------- As Seen On TV, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2014. The Company said certain financial and other information necessary for an accurate and full completion of the Report could not be provided within the prescribed time period without unreasonable effort or expense. The Company previously entered into an agreement and plan of merger with Infusion Brands International, Infusion Brands, Inc., a wholly-owned subsidiary of IBI and ASTV Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of the Company. Due to the acquisition of Infusion, the Company anticipates the Form 10-Q for the period ending Sept. 30, 2014, will reflect a change in the results of its operations and due to reverse acquisition accounting, a change in the results of operations in its historical operations. About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. The Merger Agreement was completed on April 2, 2014. The Company incurred a net loss of $9.32 million on $1.98 million of revenues for the year ended March 31, 2014, as compared with net income of $3.69 million on $9.40 million of revenues for the year ended March 31, 2013. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company's recurring losses from operations and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2014, showed $39.83 million in total assets, $46.31 million in total liabilities, $2.70 million in redeemable preferred stock, and a $9.18 million total stockholders' deficiency. Bankruptcy Warning The Company stated the following statements in its quarterly report for the period ended June 30, 2014: "We have experienced losses from operations since our inception and cannot predict how long we will continue to incur losses or whether we ever become profitable. We have relied on a series of private placements of secured and unsecured promissory notes; the most recent promissory note sale was a senior secured promissory note on April 3, 2014 in the amount of $10,180,000 whereby the Company received net proceeds of approximately $8,400,000 after debt issuance costs and original issuance discount. "The Ronco is currently in default on $1,545,000 of its outstanding 18% promissory notes. Ronco is also in default on its 1.5% Secured Promissory Note with a current outstanding balance of $8,620,000; however, on March 7, 2014, Ronco and certain creditors entered into a forbearance agreement whereby each creditor will forbear from exercising its rights and remedies under the 1.5% Secured Promissory Note for up to 1 year provided Ronco does not default on the forbearance agreement. "Currently, the Company does not have a line of credit to draw upon. The Company's commitments and contingencies will either utilize future operating cash flow or require the sale of debt or equity securities to fulfill the commitments. We have undertaken, and will continue to implement, various measures to address our financial condition, including: * Significantly curtailing costs and consolidating operations, where feasible. * Seeking debt, equity and other forms of financing, including funding through strategic partnerships. * Reducing operations to conserve cash. * Deferring certain marketing activities. * Investigating and pursuing transactions with third parties, including strategic transactions and relationships. There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations and/or seek relief through a filing under the U.S. Bankruptcy Code. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties." ASBURY AUTOMOTIVE: S&P Rates Proposed $400MM 2024 Sub. Notes 'B+' ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issue-level and '6' recovery ratings to Duluth, Georgia-based auto retailer Asbury Automotive Group Inc.'s proposed $400 million senior subordinated notes due 2024. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. The company states it will use the proceeds to fund a tender offer for its $300 million 8.375% senior subordinated notes due 2020 and for general corporate purposes, including share repurchases and previously announced acquisitions. S&P believes the use of funds for share repurchases and acquisitions is consistent with Asbury's stated capital allocation strategy. Although the company's debt leverage will rise somewhat, leverage will remain within S&P's expectations for the rating. Favorable for cash flow and liquidity, the transaction, if completed, will lower the company's interest expense and extend the debt maturity. Debt to EBITDA for the trailing months ended Sept. 30, 2014, was 2.6x, and free operating cash flow to debt was 10.4%. For the rating, S&P expects debt leverage of 4x or less and free operating cash flow to debt of 10% or better. The rating on Asbury reflects S&P's view of the company's resilient business model, including the stability of EBITDA relative to revenues (the company has a high degree of variable costs and multiple revenue sources) and the company's very profitable service business, which does not depend on vehicle sales. RECOVERY ANALYSIS Key analytical factors: -- S&P's recovery rating on Asbury's $400 million senior subordinated notes is '6'. -- S&P's simulated default scenario assumes a payment default in 2019, reflecting a sustained U.S. economic downturn, sharp increases in fuel costs leading to a pronounced shift in customer preference toward smaller vehicles, and less attractive inventory financing terms as a result of rising interest rates and reduced interest credits from automotive manufacturers. Other key default assumptions include: an increase in LIBOR to 325 basis points (bps), a 60% drawn revolver at default, and other priority claims, including mortgages and fleet financing, totaling $1,185 million at default. Simulated default and valuation assumptions (US$ mil.) -- Simulated year of default: 2019 -- EBITDA at emergence: 140 -- EBITDA Multiple: 4x Simplified Waterfall -- Net EV (after 5% admin. costs): 1,202 -- Valuation split in % (Obligors/Nonobligors): 100/0 -- Priority claims: 1,011 -- Collateral value available to secured creditors: 191 -- Secured first-lien debt: 154 -- Recovery expectations: N/A -- Structurally subordinated debt: 414 -- Recovery expectations: 0% to 10% Notes: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST Asbury Automotive Group Inc. Corporate Credit Rating BB/Positive/-- New Ratings Asbury Automotive Group Inc. $400 mil. senior subordinated notes due 2024 B+ Recovery Rating 6 ASR CONSTRUCTORS: Can Use Adelanto Surplus ------------------------------------------ The Bankruptcy Court approved a stipulation among ASR Constructors, Inc., Federal Insurance Company, and Berkley Regional Insurance resolving the Debtors' motion to use cash collateral. No party objected to the approval of the stipulation. The stipulation provides that, among other things: 1. ASR may use the Adelanto Surplus only to pay the overhead expenses of ASR in the specific categories and line items as set forth in the budget in the lesser amount of (1) the budgeted amount with an allowed variance of no more than 10% per line item and (2) the percent of ASR's actual monthly expenditure by line item applicable to Federal under the budget. ASR may only use the sale proceeds cash collateral as may be ordered by the Bankruptcy Court in connection with the cash collateral motion. 2. Berkley agrees to advance to ASR the additional funds necessary in Berkley's absolute and sole discretion to complete the projects, including as necessary to fund overhead expenses of ASR as set forth in the budget pertaining to the Adelanto Project and the Adelanto Surplus. Federal does not consent to any other use of cash collateral. 3. In addition to the rights Berkley enjoys as surety with respect to the Adelanto Project, and notwithstanding any dispute or claim which may exist with respect to the Berkley Prepetition Lien, Berkley is further granted a first priority security interest in the Adelanto Surplus to the limited extent Berkley provides financing to ASR that is actually used by ASR to pay overhead expenses of ASR (1) in the specific categories, line items and amounts as set forth in the budget with an allowed variance of no more than 10% per line item and (2) for which overhead expenses ASR would otherwise have authority under the Stipulation to use the Adelanto Surplus. Federal will subordinate the Federal Prepetition Lien against any proceeds received on account of the Adelanto Project, including the Adelanto Surplus, to the Berkley Adelanto Lien. Federal does not consent to any other subordination of its rights. About ASR Constructors ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-25794) on Sept. 20, 2013. The petition was signed by Alan Regotti as president. ASR disclosed $17,647,556 in assets and $18,901,467 in liabilities as of the Chapter 11 filing. Judge Mark D. Houle presides over the case. James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the Debtor's counsel. The Law Office of John D. Mannerino serves as corporate counsel to the Debtor. Rodgers, Anderson, Malody & Scott LLP CPAs serves as accountant to the Debtor. Two affiliates -- Another Meridian Company, LLC and Inland Machinery, Inc. -- also filed Chapter 11 petitions. ASSOCIATED WHOLESALERS: BofA Says Trade Creditors to Be Paid ------------------------------------------------------------ Bank of America, N.A., as administrative agent under AWI Delaware, Inc., et al.'s debtor-in-possession credit facility, objected to the motion of the Official Committee of Unsecured Creditors to reconsider the final order approving the DIP financing. According to BofA, the entire premise of the reconsideration motion is an attempt to ensure that there is a mechanism in the cases to provide for full payment of postpetition trade creditors. BofA said that the reconsideration motion must be denied because it is moot. There will now be sufficient proceeds from the sale of the Debtors' assets to pay all postpetition trade creditors in full. At the time the reconsideration motion was filed, the stalking horse offer for the Debtors appeared to provide enough value to pay in full the DIP credit facility, but it was not fully clear to the Committee that there would also be sufficient sale proceeds or other estate assets to pay in full postpetition trade claims, even though the amount of those trade claims was relatively small. On October 24 and 25, the Debtors conducted an auction for their assets. The result of that auction was a $86.5 million increase in the cash purchase price for the Debtors (well as the retention by the estates of various assets that will be liquidated after the going conern sale). The increased cash amount is not only enough to pay the few million dollars of postpetition trade claims that apparently exist to date, but also all of the estimated $21 million in Section 503(b)(9) claims against the Debtors, and still leave funds to provide a very significant return to unsecured creditors, and possibly even equity holders, in the cases. 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. AWI Delaware disclosed $11,440 in assets and $125,112,386 in liabilities as of the Chapter 11 filing. 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. AURORA DIAGNOSTICS: Incurs $7.3 Million Net Loss in Third Quarter ----------------------------------------------------------------- Aurora Diagnostics Holdings, LLC, filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $7.32 million on $63.04 million of net revenue for the three months ended Sept. 30, 2014, compared to a net loss of $3.47 million on $62.11 million of net revenue for the same period in 2013. The Company also reported a net loss of $16.81 million on $180.87 million of net revenue for the nine months ended Sept. 30, 2014, compared to a net loss of $16.28 million on $186.05 million of net revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $358.81 million in total assets, $427.74 million in total liabilities and a $68.93 million members' deficit. Aurora Diagnostics will hold a conference call to review its results for the quarter ended Sept. 30, 2014, on Wednesday, Nov. 19, 2014, at 12:00 p.m. Eastern Time. The call may be accessed by dialing (877) 561-2748 for U.S. callers or (720) 545- 0044 for international callers. Please reference conference ID# 31807242. The Company will provide a live internet webcast of the conference call, as well as an archived replay, all of which can be accessed from the Company's Investor Relations page at www.auroradx.com. In addition, a telephonic replay of the conference call will be available through midnight on Wednesday, Nov. 26, 2014, and can be accessed by dialing (855) 859-2056 (toll free) or (404) 537-3406. Please reference conference ID# 31807242. A full-text copy of the Form 10-Q is available for free at: http://is.gd/Ubumjl About Aurora Diagnostics Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics Holdings, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $260 million in revenue for the 12 months ended June 30, 2013. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. Aurora Diagnostics reported a net loss of $73.01 million on $248.16 million of net revenue for the year ended Dec. 31, 2013, as compared with a net loss of $160.85 million on $277.88 million of net revenue for the year ended Dec. 31, 2012. * * * As reported by the Troubled Company Reporter on Sept. 27, 2013, Moody's Investors Service downgraded Aurora's Corporate Family Rating to Caa2 from B3 and Probability of Default Rating to Caa2- PD from B3-PD. Moody's also lowered the debt ratings of Aurora Diagnostics Holdings, LLC's and Aurora Diagnostics, LLC (collectively Aurora). Concurrently, Moody's downgraded Aurora's Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The outlook for the ratings remains negative. The downgrade of the ratings reflects Moody's expectation that the company will see continued difficulty in mitigating a significant decline in revenue and EBITDA. This stems from a reduction in Medicare reimbursement due to a decrease in rates and sequestration, continued challenging volume growth trends and threats of additional reimbursement reductions. This will negatively impact the company's credit metrics, constrain Aurora's ability to repay debt and pressure the company's liquidity position. Moody's also has concerns about the sustainability of the company's capital structure given its significant debt load and related interest burden. In the Aug. 7, 2014, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Palm Beach Gardens, Fla.-based anatomic pathology services provider Aurora Diagnostics Holdings LLC to 'CCC+' from 'CCC'. The outlook is stable. AUXILIUM PHARMACEUTICALS: Amends Services Agreement with Publicis ----------------------------------------------------------------- Auxilium Pharmaceuticals, Inc., entered into Amendment No. 1 to the Services Agreement between Timm Medical Technologies, Inc., an indirect, wholly-owned subsidiary of the Company and Publicis Touchpoint Solutions, Inc., dated Dec. 20, 2013. Concurrently with the execution of the Amendment, the Parties entered into a statement of work under the terms of the Amendment. Under the original terms of the Services Agreement and initial statement of work, Timm was required to pay Publicis fees for providing sales force support to promote Timm's Osbon ErecAid Vacuum Therapy System(R) to physicians in the United States through sales representatives employed by Publicis. The annual amounts paid by Timm pursuant to the terms of the ErecAid SOW were $2,088,029. Under the terms of the Amendment, Auxilium became a party to the Services Agreement with the ability to issue statements of work for Auxilium's STENDRA(R) product. Publicis, in turn, will now provide sales force support similar to those provided to Timm for ErecAid. During the term of the SOW, a portion of Publicis' management fee will relate to the initial scale-up activities such as initial recruiting, operation set up and configuration, and training logistics for the sale of STENDRA. In addition, Auxilium is obligated to reimburse Publicis for approved pass-through costs, which primarily include bonus, meeting and travel costs and certain administrative expenses. Upfront, Incentive Payments and Rebates: * For the term of the SOW, Auxilium will pay Publicis a maximum of $13,752,973, payable in monthly installments. * Included in the monthly payments, Publicis representatives will be eligible for incentive compensation subject to an incentive compensation plan mutually agreed upon by Auxilium and Publicis. * For the term of the SOW, Auxilium may be eligible to receive a rebate of up to $2,710,919 if an agreement is entered with a position 2 promotional partner with respect to the Publicis sales force. Term of the SOW: * Subject to each Party's termination rights, the SOW will terminate on Dec. 31, 2015. Right to terminate the SOW and the Services Agreement: * Auxilium may terminate the SOW without penalty at any time upon 45 days advance written notice. * In the event that Auxilium terminates the SOW upon less than 45 days advance notice, Auxilium will be responsible for certain direct resource costs and termination costs such as sales representative salaries for the 45 day period, and non- cancelable expenses. * Either Party may terminate the Services Agreement, as amended by the Amendment, as a result of the other Party's breach or bankruptcy. * In the event that Auxilium fails to make payment due under the Services Agreement, as amended by the Amendment, within 30 days of the due date for that payment, Publicis may terminate the Services Agreement, as amended by the Amendment. Recruiting, Hiring and Training: * Staffing of sales representatives for the promotion of STENDRA will take place in two phases: -- Phase 1, which will take place from Nov. 10, 2014, to Dec. 31, 2015, will include up to fifty sales representatives, three district managers and one national director. -- Phase 2, which will take place from Nov. 17, 2014, to Dec. 31, 2015, will include up to fifty sales representatives and two district managers. * Auxilium will train the sales representatives on all matters relating to STENDRA, other sales skills and knowledge, and compliance. * Publicis will train the sales representatives on all matters relating to the computer system for customer relationship management and physician interaction tracking. Indemnification: * Auxilium agreed to indemnify and hold Publicis harmless against any and all costs and expenses, including reasonable attorney's fees, incurred by Publicis and arising out of (i) Auxilium's negligence or willful act or omission, (ii) manufacturing design or defect of STENDRA, (iii) marketing materials provided to Publicis by Auxilium, (iv) intellectual property infringement claims by a third party, provided, that promotion of STENDRA was handled in compliance with the Services Agreement, as amended by the Amendment, and pursuant to direction from Auxilium, or (v) Auxilium's breach of any of its obligations under the Services Agreement, as amended by the Amendment. * Publicis agreed to indemnify and hold Auxilium harmless against any and all costs and expenses, including reasonable attorney's fees, incurred by Auxilium and arising out of (i) Publicis' breach of any of its obligations under the Services Agreement, as amended by the Amendment, including any failure to comply with employee compensation and any related taxes, (ii) Publicis' negligence or willful act or omission or any work related injury, or (iii) any federal or state claims or assessment for nonpayment or late payment by Publicis of any tax or contribution based on employee compensation or other benefits, including a claim or assessment that Auxilium should have withheld any such amounts. 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 balance sheet at Sept. 30, 2014, showed $1.14 billion in total assets, $983 million in liabilities, and $162 million of 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. AUXILIUM PHARMACEUTICALS: Has $32.6-Mil. Net Loss in Q3 ------------------------------------------------------- Auxilium Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $32.65 million on $109.62 million of net revenues for the three months ended Sept. 30, 2014, compared with a net loss of $28.6 million on $108.14 million of net revenues for the same period in the prior year. The Company's balance sheet at Sept. 30, 2014, showed $1.14 billion in total assets, $983.1 million in total liabilities and total stockholders' equity of $161.88 million. A copy of the Form 10-Q is available at: http://is.gd/blqfcF 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. BALDWIN ACADEMY: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Baldwin Academy Inc. dba Little Gems 5835 N. University Dr. Tamarac, FL 33321 Case No.: 14-35539 Chapter 11 Petition Date: November 19, 2014 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. Raymond B Ray Debtor's Counsel: John A. Moffa, Esq. MOFFA & BONACQUISTI, P.A. 1776 N Pine Island Rd #102 Plantation, FL 33322 Tel: 954.634.4733 Fax: 954-337-0637 Email: john@mbpa-law.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Heath Baldwin, secretary and director. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb14-35539.pdf BAYOU SHORES: Regulators Barred From Closing Shoddy Nursing Home ---------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the Florida bankruptcy judge presiding over the Bayou Shores SNF LLC Chapter 11 case barred regulators from using their powers to shut down Rehabilitation Center of St. Petersburg that allegedly didn't comply with operating standards. According to the report, the judge compelled regulators to continue the nursing home to obtain reimbursement from Medicare and Medicaid despite the regulators' insistence that the nursing facility had "serious" health and safety problems. About Bayou Shores SNF LLC Bayou Shores SNF LLC, c/o Rehabilitation Center of St. Petersburg, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 14- 09521) on August 15, 2014, in Tampa. Elizabeth A Green, Esq., at Baker & Hostetler LLP, serves as the Debtor's counsel. In its petition, the Debtor estimated assets and liabilities of $1 million to $10 million. The petition was signed by Tzvi Bogomilsky, managing member. BELDEN INC: Moody's Lowers Corporate Family Rating to Ba2 --------------------------------------------------------- Moody's Investors Service downgraded Belden Inc.'s corporate family rating to Ba2 from Ba1 and downgraded both its existing senior subordinated note to Ba3 from Ba2 and its existing first lien term debt to Baa3 from Baa2. Moody's also assigned a Ba3 rating to Belden Inc.'s EUR200 million add-on to their existing senior subordinated notes due 2023. Proceeds from the new notes will be used for general corporate purposes including acquisitions. The ratings outlook was changed to stable from negative. Ratings Rationale The corporate family downgrade to Ba2 is driven by the expectation that leverage levels will remain elevated to support the company's acquisition appetite. The new notes will increase leverage to approximately 5x based on pro forma results for the twelve month period ended September 2014, which is high for a Ba rated manufacturing company. The high leverage is to some extent offset by Belden's very high cash levels and strong liquidity. Cash levels will increase to approximately $700 million as a result of the proposed. Net leverage will remain unchanged at approximately 3.2x which is still considered high but closer to that of other Ba rated companies. While the cash levels are considered in the rating, Belden uses a portion of their cash (around $90mm per year) for share buybacks. The ratings also consider Belden's leading positions within segments of the enterprise, broadcast and industrial cabling, connectivity and networking product markets, which can produce solid operating margins and good free cash flow. Belden's revenues have grown in recent periods driven by organic improvements as well as the acquisitions of Grass Valley and ProSoft. Likewise gross and operating margins have improved (on a non-GAAP basis) from benefits of integrating acquisitions and expanding into higher margin product lines. Though Moody's expect the company will use some portion of their cash balances for acquisitions that provide incremental EBITDA and cash flow, Moody's expect they will continue to raise debt and leverage will remain at levels considered high for a Ba rated company. The ratings accommodate some degree of cyclicality however, the ratings could face downward pressure in the face of significant economic declines or if performance deteriorates from integration challenges, or the company suffers material market share losses. The ratings could also be pressured if the pace of buybacks increases significantly from historic levels. The ratings could be upgraded if leverage is sustained below 4x while maintaining strong cash balances. Liquidity is expected to remain very good with healthy cash balances ($449 million at September 30, 2014, and an additional estimated $250 million pro forma for the proposed debt issuance) as well as an undrawn $400 million asset based revolver. Belden is also expected to generate approximately $200 million in free cash flow over the next year. Downgrades: Issuer: Belden Inc. Corporate Family Rating, Downgraded to Ba2 from Ba1 Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD Senior Subordinated Bonds, Downgraded to Ba3 (LGD4) from Ba2 (LGD4) Senior Secured Bank Credit Facility, Downgraded to Baa3 (LGD2) from Baa2 (LGD2) Assignments: Issuer: Belden Inc. Proposed Senior Subordinated Bond (Add on) , Assigned Ba3 (LGD4) Outlook Actions: Issuer: Belden Inc. Outlook, Changed To Stable From Negative Affirmations: Issuer: Belden Inc. Speculative Grade Liquidity Rating, Affirmed SGL-1 The principal methodology used in this rating was Global Manufacturing Companies published in July 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Belden Inc. is a leading designer and manufacturer of connectivity and signal transmission products for the global network communication and specialty electronic marketplaces with 2013 revenues of $2.1 billion. The company is headquartered in St. Louis, Missouri. BELDEN INC: S&P Retains 'BB' CCR Over EUR200-Mil. Notes Add-On -------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB' corporate credit rating and stable outlook on St. Louis-based cable, connector, and component manufacturer Belden Inc. are unchanged following the company's proposed EUR200 million add-on to its senior subordinated notes due 2023. The company will use proceeds from the new debt for general corporate purposes, which may include potential acquisitions. The existing senior secured bank loan ratings and the subordinated note ratings are unaffected by this transaction. The ratings on Belden reflect the company's "fair" business risk profile, characterized by its participation in a highly competitive and cyclical industry, offset by a leading market position in some of its product niches and continuing diversification into value added specialty products. The rating also reflects the company's "significant" financial risk profile with expected Standard & Poor's adjusted net leverage of around 4x in 2014, declining to near mid-3x by fiscal year-end 2015 based on contributions from previous and expected acquisitions and modest organic growth. S&P views Belden's liquidity as "adequate" and its cash flow generation as solid. RATINGS UNCHANGED Belden Inc. Corporate Credit Rating BB/Stable/-- US$400 mil. revolving bk ln due 2016 BBB- Recovery rating 1 US$350 mil. 7.00% sr sub nts due 2017 B+ Recovery rating 6 US$200 mil. 9.25% nts due 2019 B+ Recovery rating 6 US$700 mil. 5.50% nts due 2022 B+ Recovery rating 6 US$200 mil. 5.25% nts due 2024 B+ Recovery rating 6 EUR500 mil. sr. sub nts due 2023 B+ Recovery rating 6 BERNARD L. MADOFF: UBS Says Trustee Seeks to Erode Confidentiality ------------------------------------------------------------------ Law360 reported that UBS AG objected in New York bankruptcy court to what it called a fresh attempt by Madoff trustee Irving Picard to divulge confidential material as the man tasked with recovering funds for victims of the massive scam goes back to the drawing board in his effort to claw back billions of dollars scattered over the world. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims, with the fourth and latest batch of distributions done in May 2014. Distributions to eligible claimants have totaled almost $6 billion, which includes $812.2 million in committed advances from the SIPC. More than 1,100 victims have already recovered the full principal they lost in the fraud. As of May 2014, Mr. Picard has recovered or reached agreements to recover $9.8 billion since his appointment in December 2008. BION ENVIRONMENTAL: Presented at Drexel Hamilton Conference ----------------------------------------------------------- Bion Environmental Technologies, Inc., announced that CEO Dominic Bassani was a presenter at the Drexel Hamilton Micro-Cap Investor Forum on Nov. 13, 2014. Bion's proven technology platform provides cost-effective and comprehensive environmental treatment of livestock waste and recovers renewable energy, clean water and valuable nutrients (nitrogen and phosphorus). Federal and state strategies are being developed to address excess nutrients that the EPA calls the "the greatest water quality problem in the U.S." Livestock waste is one of the largest sources of unregulated nutrients in most watersheds and the industry is also under scrutiny for greenhouse gas emissions and other impacts. For more information, please visit www.biontech.com. Drexel Hamilton, LLC, is a full-service institutional broker- dealer founded on the principle of offering meaningful employment opportunities to disabled veterans desiring a career in financial services. Drexel Hamilton's Equity Research team regularly conducts interactive industry conferences for institutional investors. For more information, please visit http://www.drexelhamilton.com/ About Bion Environmental Bion Environmental Technologies Inc.'s patented and proprietary technology provides a comprehensive environmental solution to a significant source of pollution in US agriculture, large scale livestock facilities known as Confined Animal Feeding Operations. Bion's technology produces substantial reductions of nutrient releases (primarily nitrogen and phosphorus) to both water and air (including ammonia, which is subsequently re-deposited to the ground) from livestock waste streams based upon the Company's operations and research to date (and third party peer review). In its report on the consolidated financial statements for the year ended June 30, 2014, GHP Horwath, P.C., expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has not generated significant revenue and has suffered recurring losses from operations. The Company reported a net loss of $5.76 million on $5,931 of revenue for the fiscal year ended June 30, 2014, compared with a net loss of $8.25 million on $11,862 of revenue in 2013. The Company's balance sheet at Sept. 30, 2014, showed $4.28 million in total assets, $12.38 million in total liabilities, $23,900 in series b redeemable convertible preferred stock, and a $8.12 million in total deficit. BOARDWALK PIPELINES: S&P Rates New Senior Unsecured Notes 'BB+' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its issue rating to Boardwalk Pipelines L.P.'s proposed senior unsecured notes offering. Parent Boardwalk Pipeline Partners L.P. will fully and unconditionally guarantee the notes. The partnership intends to use net proceeds to retire Gulf South Pipeline Co. L.P.'s $275 million 5.05% notes due 2015 on or before Feb. 2, 2015, and to reduce outstanding borrowings under its revolving credit facility. Boardwalk Pipeline Partners' 'BBB-' corporate credit rating reflects its 'bb+' stand-alone credit profile and one-notch uplift from ultimate parent, Loews. The issue rating on the proposed notes is one notch below the corporate credit rating because the debt is structurally subordinate to debt at Boardwalk's operating pipeline subsidiaries. As of Sept. 30, 2014, Boardwalk Pipeline Partners had about $3.4 billion of reported debt. RATINGS LIST Boardwalk Pipeline Partners L.P. Corp credit rating BBB-/Negative/-- New Rating Boardwalk Pipelines L.P. Senior unsecured notes BB+ CAESARS ENTERTAINEMNT: Unit Finalizing Restructuring Plan --------------------------------------------------------- Caesars Entertainment Operating Co. is in talks with certain CEOC first-lien bondholder and both are fine-tuning a restructuring plan for a prearranged bankruptcy filing and the nature of recoveries, while bank lenders are considering options, TheStreet reports, citing people familiar with the matter. The sources, according to TheStreet, said that the Company is hoping to get its bank lenders on board with the effort by early December. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. Caesars Entertainment reported a net loss of $2.93 billion in 2013, as compared with a net loss of $1.50 billion in 2012. * * * As reported by the TCR on April 9, 2013, Moody's Investors Service downgraded Caesars Entertainment Corporation's Corporate Family Rating to Caa2. "The downgrade of Caesars' ratings considers that its same store EBITDA growth in 2012-2013 has failed to materialize to any significant degree, and so Caesars' credit metrics have deteriorated and its free cash flow deficit will be higher than Moody's previous expectations," stated Moody's analyst Peggy Holloway. In the April 10, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiaries, Caesars Entertainment Operating Co. (CEOC) and Caesars Entertainment Resort Properties (CERP), as well as the indirectly majority-owned Chester Downs and Marina, to 'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that Caesars' capital structure is unsustainable, and the amount of cash the company will burn in 2014 and 2015 creates conditions under which S&P believes a restructuring of some form is increasingly likely over the near term absent an unanticipated significantly favorable change in operating performance. As reported by the TCR on May 1, 2014, Fitch Ratings had downgraded the Issuer Default Ratings (IDRs) of Caesars Entertainment Corp (CEC) and Caesars Entertainment Operating Company (CEOC) to 'CC' from 'CCC'. CALDERA PHARMACEUTICALS: Appoints President and CEO --------------------------------------------------- Caldera Pharmaceuticals, Inc., d/b/a XRpro, announced the appointment of Richie Cunningham as its president and CEO effective Nov. 24, 2014. Tim Tyson, Acting CEO and Chairman of XRpro commented, "I believe that Richie's extensive pharmaceutical experience and success throughout his career commercializing products and leading teams brings to XRpro the insight, knowledge and experience needed to expand and accelerate our growth." He continued, "I fully expect that Richie's sales and marketing expertise will complement our strong scientific team and will broaden our ability to fully realize the value of our unique technology and services to the pharmaceutical and biotech market. Richie's exceptional leadership skills and hands on approach should be exactly what we need to deliver operational results, and drive growth." Mr. Cunningham brings over 17 years of leadership experience in the healthcare industry in various leadership roles including Marketing, Sales, Strategy and Contracting, as well as leading various Business Development projects. His experience includes the commercialization and launch of multiple products in the Infectious Disease, Dermatology, Oncology, Cardiovascular, Respiratory and Diabetes therapeutic areas. Most recently, Mr. Cunningham led a team at Boehringer-Ingelheim strategically focused on Sales Acceleration, Product Launch Effectiveness and Operational Excellence. Prior to Boehringer-Ingelheim, Mr. Cunningham was at Valeant Pharmaceuticals where he was a senior executive in the commercial organization leading sales, marketing and contracting activities. Mr. Cunningham began his career in healthcare at Premier Inc., a healthcare company that served as a group purchasing and service organization for over 1700 hospitals throughout the nation. While at Premier he served as the Marketing Director at Premier Practice Management, a subsidiary and start-up company of Premier Inc. In addition to establishing his healthcare career and in parallel, Richie also excelled as a professional athlete in the NFL holding All-Pro honors as a placekicker for the Dallas Cowboys, then later the Carolina Panthers and Jacksonville Jaguars. His career in the NFL spanned from 1994 until his retirement in 2002. Richie Cunningham stated, "I'm excited to re-join Tim Tyson, with whom I worked at Valeant, as well as the entire XRpro team as we continue to accelerate the adoption process for this powerful drug development technology." He continued, "The XRpro platform is perfectly positioned to assist the pharmaceutical industry at a time when margins are being challenged and drug development costs are increasing. We offer a solution that is very much in need and which provides our customers with information designed to result in better selectivity of targets for drug development." In connection with his appointment, Mr. Cunningham entered into a four-year employment agreement, pursuant to which Mr. Cunningham will be entitled to an annual base salary of $300,000, and will be eligible for discretionary performance bonus payments of up to 100% of his base salary payable in cash. In addition, Mr. Cunningham has been guaranteed a minimum bonus amount of $100,000 payable immediately after the first year of employment with the Company provided he remains employed by the Company on the one year anniversary of the his commencement of employment. Additionally, Mr. Cunningham will be granted options to purchase shares of the Company's common stock representing 500,000 shares of the Company's publicly registered common stock, which will be awarded on the earlier of the closing date of the Company's next financing or the one year anniversary of Mr. Cunningham's employment with the Company. About Caldera Based in Cambridge, Massachusetts, Caldera Pharmaceuticals, Inc., is a drug discovery and pharmaceutical services company that is based on a proprietary x-ray fluorescence technology, called XRpro(R). Caldera Pharmaceuticals incurred a net loss applicable to common stock of $5.88 in 2013, a net loss applicable to common stock of $951,791 in 2012 and a net loss applicable to common stock of $2.35 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $3.96 million in total assets, $3.60 million in total liabilities, $133,350 in convertible redeemable preferred stock and $224,632 in total stockholders' equity. CALMARE THERAPEUTICS: GEOMC Files Complaint in Connecticut ---------------------------------------------------------- GEOMC Co., Ltd., filed a complaint against Calmare Therapeutics Incorporated, (f/k/a Competitive Technologies, Inc.), in the United States District Court for the District of Connecticut (3:14-cv-01222-RNC) on Aug. 22, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. The complaint alleges that the Company and GEOMC entered into a security agreement whereby in exchange for GEOMC's sale and delivery of the Scrambler Therapy devices, the Company would grant GEOMC a security interest in the Devices. Among other allegations, GEOMC claims that the Company has failed to comply with the terms of the security agreement and seeks an order to the Court to replevy the Devices or collect damages. The Company believes it has meritorious defenses to the allegations and intends to vigorously defend against the litigation. About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc., provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. On Aug. 20, 2014, Competitive Technologies, Inc. changed its name to Calmare Therapeutics Incorporated, pursuant to the filing of an Amendment to the Company's Articles of Incorporation with the Secretary of State of the State of Delaware. Competitive Technologies incurred a net loss of $3 million on $546,139 of gross profit from product sales in 2012, as compared with a net loss of $3.59 million on $1.86 million of gross profit from product sales in 2011. The Company's balance sheet at June 30, 2014, showed $4.48 million in total assets, $10.89 million in total liabilities and a $6.41 million total shareholders' deficit. Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman McCann P.C.), in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that at Dec. 31, 2012, the Company has incurred operating losses since fiscal year 2006. CAROLINE WYLY: $28MM Home Can't Cover Debts, Filing Says -------------------------------------------------------- Law360 reported that Caroline Wyly, widow of Texas tycoon Charles Wyly, told a court she doesn't have enough to cover an eight- figure jury verdict in favor of the U.S. Securities and Exchange Commission over her husband and brother-in-law's offshore financial activities, spelling more trouble for the regulator's efforts to collect, even with the aid of an all-encompassing asset freeze. As previously reported by The Troubled Company Reporter, Ms. Wyly listed assets of $67.3 million, including $38.4 million in real estate. Her most valuable assets are a home and land in Colorado, with a listed value of $31.7 million, Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported. Caroline Wyly?s bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy Court, Northern District Texas (Dallas). CAROLINE WYLY: Lists Assets of $67.3 Million -------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Caroline D. Wyly, widow of Samuel Wyly's brother, filed schedules of assets and liabilities listing assets of $67.3 million, including $38.4 million in real estate. Her listed liabilities total $89 million, including $16.7 million in secured claims, the report said. Caroline Wyly's bankruptcy is In re Caroline D. Wyly, 14-35074, in the same court. CARROLS RESTAURANT: Moody's Affirms B3 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service changed the ratings outlook on Carrols Restaurant Group, Inc., the largest Burger King franchisee in the world in terms of units, to negative from stable and lowered the company's Speculative Grade Liquidity rating to SGL-4 from SGL-2. Moody's affirmed all other ratings including the B3 Corporate Family Rating, B3-PD Probability of Default Rating and B3 rating on the company's second lien notes. Ratings Rationale The SGL-4 reflects Carrols' weakened liquidity following a period of heavy capital expenditures and aggressive acquisition activity. Subsequent to the quarter ended September 28, 2014, Carrols closed on two acquisitions with a total cash consideration of $38.5 million, using most of the third quarter ending unrestricted cash balance of $43.3 million (excluding $20 million of restricted cash). Given Carrols' full year guidance for EBITDA, capital spending, sale/leasebacks, and interest expense, it appears likely that the company will need to rely on its revolver to fund an unrestricted cash shortfall over the very near term. The outlook change to negative reflects Moody's concern that while Carrols' capital spending can be significantly curtailed to preserve cash, near term liquidity is weak and there is limited cushion for adverse performance until excess liquidity reserves are replenished. Without additional external funding over the near term, it is unclear how the company will be able to fund near term remodeling commitments. This could limit improvement in operating performance, particularly when considering continued soft consumer spending and the high level of promotional activity in the industry. Despite reporting positive comparable store sales in the third quarter, Carrols' customer traffic has remained negative. Ratings downgraded -- Speculative Grade Liquidity Rating to SGL-4 from SGL-2 Ratings affirmed -- Corporate Family Rating at B3 -- Probability of Default Rating at B3-PD -- $150 million 11.25% second lien notes due 2018 at B3 (LGD3) Ratings Rationale Carrols' B3 Corporate Family Rating reflects the company's high debt and weak credit metrics stemming from the acquisition of 278 restaurant units from Burger King Corporation ("BKC") on May 2012. For the latest twelve months ended September 28, 2014, lease- adjusted Debt/EBITDA stood at 6.6 times and interest coverage (EBITA/Interest) remained well below 1.0 time. However, revenue and earnings from the recent acquisitions should result in some improvement in credit metrics over the coming year. The rating also reflects Carrols' single brand focus, geographic concentration in 15 Northeastern, Midwestern and Southeastern states, and significant integration risks inherent in the company's acquisitive growth. Carrols' rating also reflects its position as the largest franchisee in the Burger King system in terms of units, the significant (approximately 21%) ownership by Burger King Corporation, the brand's strong position among its peers, and its relatively well balanced day-part division. Factors that could result in a downgrade include an inability to strengthen liquidity or if operating performance deteriorates in any way. To stabilize the outlook, the company would need to strengthen liquidity to a point where it can resume longer term investment in the business. Although unlikely over the near term, an upgrade would require sustained improvement in credit metrics driven in part by sustainable positive same store sales trends, including positive traffic, and improved unit-level economics at acquired units. Quantitatively, a higher rating would require lease- adjusted debt to EBITDA to improve below 5.5 times and EBITA coverage of gross interest of over 1.5 while maintaining adequate liquidity. Carrols Restaurant Group, Inc., through its indirect operating subsidiary, Carrols LLC, owns and operates 675 Burger King restaurants (inclusive of acquisitions closed through November 4, 2014) through franchise agreements in 15 Northeastern, Midwestern and Southeastern states. Revenue for the twelve months ended September 28, 2014 was $665 million. The principal methodology used in these ratings was Global Restaurant Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. CATASYS INC: Reports $210,000 Net Loss for Q3 --------------------------------------------- Catasys, Inc., reported a net loss of $210,000 on $370,000 of healthcare services revenues for the three months ended Sept. 30, 2014, compared to net income of $680,000 on $109,000 of healthcare services revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $25.51 million on $881,000 of healthcare services revenues compared to a net loss of $3.18 million on $315,000 of healthcare services revenues for the same period last year. As of Sept. 30, 2014, the Company had $2.64 million in total assets, $43.82 million in total liabilities and a $41.17 million total stockholders' deficit. Rick Anderson, president and COO commented, "During the third quarter of 2014, total enrollment and revenue continued to grow at a rapid pace, up 63% and 239%, respectively, compared with the same period in 2013. Our rate of growth has been even higher, when factoring in deferred revenue which grew 85% this year. We believe that this growth in deferred revenue is important in exhibiting our growth rate potential as a portion of our fees are deferred over the term of the 12 month program or until performance guarantees are achieved." Mr. Anderson added, "OnTrak programs in eight states were operational at the end of the third quarter of 2014, resulting in a significant increase in the number of patients being treated during the same period in 2013. We expect the positive momentum to continue as our current customers expand the use of our OnTrak program into new states and populations and as we ramp our launched installed base to steady state enrollment and with new enrollments in New Jersey anticipated in the fourth quarter of 2014. Helping to drive this growth is the significant cost savings that OnTrak provides, in a heavily cost conscious healthcare environment. Leveraging an already built out infrastructure and just the existing health plans, we believe are set up for considerable growth, at low incremental cost." A full-text copy of the press release is available at: http://is.gd/xmsqpR About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. Catasys reported a net loss of $4.67 million on $866,000 of total revenues for the 12 months ended Dec. 31, 2013, as compared with a net loss of $11.64 million on $541,000 of total revenues during the prior year. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Our financial statements have been prepared on the basis that we will continue as a going concern. At September 30, 2014, cash and cash equivalents amounted to $1.5 million and we had a working capital deficit of approximately $1.5 million. In January 2014, May 2014, and September 2014, we closed on financings of approximately $1.0, $1.5, and $1.5 million, respectively. We have incurred significant operating losses and negative cash flows from operations since our inception. During the nine months ended September 30, 2014, our cash used in operating activities of continuing operations was $3.4 million. We anticipate that we could continue to incur negative cash flows and net losses for the next twelve months. The financial statements do not include any adjustments relating to the recoverability of the carrying amount of the recorded assets or the amount of liabilities that might result from the outcome of this uncertainty. As of September 30, 2014, these conditions raised substantial doubt as to our ability to continue as a going concern. We expect our current cash resources to cover expenses through the end of December 2014, however delays in cash collections, revenue, or unforeseen expenditures, could negatively impact our estimate. We are in need of additional capital, however, there is no assurance that additional capital can be timely raised in an amount which is sufficient for us or on terms favorable to us and our stockholders, if at all. If we do not obtain additional capital, there is a significant doubt as to whether we can continue to operate as a going concern and we will need to curtail or cease operations or seek bankruptcy relief. If we discontinue operations, we may not have sufficient funds to pay any amounts to stockholders," the Company stated in its quarterly report for the period ended Sept. 30, 2014. CERIDIAN LLC: Moody's Affirms B3 Corp. Family Rating ---------------------------------------------------- Moody's Investors Service affirmed Ceridian LLC's B3 corporate family rating (CFR), B3-PD probability of default rating (PDR), and SGL-2 speculative grade liquidity rating. Moody's upgraded the instrument ratings on the debt, all of which is issued by Ceridian's subsidiary, Ceridian HCM Holding Inc: $702 million HCM Exchange Term Loan Tranche B-2 ("HCM Term Loan") and $130 million senior secured revolver ("Revolver") to Ba3 from B1. The $475 million Senior HCM Holding Notes ("HCM Notes") are rated Caa2. The rating outlook remains stable. This follows the closing of Ceridian's sale of its Comdata Inc. subsidiary to FleetCor Technologies, Inc. The Comdata sale resulted in the repayment of all of the debt, excluding the HCM Term Loan and the HCM Notes. The credit documentation of the HCM Term Loan and HCM Notes included provisions permitting the Comdata sale and releasing Comdata and Ceridian from their respective cross-guarantees upon this divestiture. Moody's expects to transfer the existing ratings of Ceridian LLC, including the B3 CFR and the Ba3 senior secured ratings, to Ceridian HCM Holding Inc in the near term since Ceridian LLC is no longer a co-borrower under the secured debt. The upgrade to the instrument ratings reflects the reduction in the secured debt component of the capital structure following the Comdata sale and related debt repayment. Rating Rationale Ceridian's B3 corporate family rating reflects Ceridian's high financial leverage, with our near-term expectation of debt to EBITDA (Moody's adjusted) of over 8x and free cash flow to debt (Moody's adjusted) of less than 5%, as well as the high level of cyclicality in the business. Ceridian faces intense competition from larger U.S. payroll processors with greater financial resources and now has less diverse revenue streams following the sale of Comdata. High unemployment and low interest rates continue to negatively affect Ceridian's financial results. Nevertheless, Ceridian's business model provides for a relatively predictable recurring revenue stream because of the long term contracts and high retention of its installed user base because of the high switching costs. With a slow growth economy, Moody's expect that revenues will stabilize over the next year, as cloud revenues begin to offset declines in Ceridian's legacy products. Thereafter, Moody's expect growing revenues, profitability and free cash flow, resulting in a modest reduction in financial leverage over the next two years. The SGL-2 liquidity rating reflects Ceridian's good liquidity, which is supported by cash of at least $100 million, our expectation of Free Cash Flow ("FCF") (Moody's adjusted) of at least $50 million over the next year, and the $130 million Revolver, which Moody's expect to remain undrawn. Over the next five years, debt maturities are limited to the $7 million of annual amortization on the HCM Term Loan. The Ba3 rating assigned to the senior secured credit facilities (HCM Term Loan and Revolver) reflects security in Ceridian's tangible and intangible assets, excluding customer funds held in its trusts, and the priority position of these credit facilities in the debt capital structure. The HCM Notes are rated Caa2, two notches below the CFR, reflecting their structural subordination to the senior secured credit facilities, which comprise the bulk of the debt capital structure. The stable outlook reflects Moody's expectation that revenues will stabilize, as growth in cloud revenues gradually offsets declines in legacy products. Moody's expects that Ceridian will generate flat to modest growth in revenue and FCF in 2015 as DayForce HCM rolls out and Ceridian benefits from the cost reduction efforts of the past two years. Moody's expects that debt to EBITDA (Moody's adjusted) will gradually decline to below 8x over the next 12 to 18 months. The ratings could be upgraded if Ceridian achieves sustained growth in revenues, profit, and FCF or materially repays debt such that Moody's expect that the ratio of debt to EBITDA (Moody's adjusted) will be sustained below 6x and FCF to debt (Moody's adjusted) will be sustained at least in the mid single digits percent. The rating could be lowered if Ceridian fails to stabilize revenues or if EBITDA margins do not show signs of improvement with the waning of cloud implementations and the growth in the base of active cloud customers. The rating could come under pressure if the pace of EBITDA improvement slows such that Moody's expects the ratio of debt to EBITDA (Moody's adjusted) to remain over 8x over the next two years or liquidity materially weakens. Rating Actions: Corporate Family Rating (Local Currency), Affirmed B3 Probability of Default Rating, Affirmed B3-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Secured Bank Credit Facility (Local Currency) Sep 14, 2020, Upgraded to Ba3, LGD2 from B1, LGD2 Senior Secured Bank Credit Facility (Local Currency) Sep 6, 2019, Upgraded to Ba3, LGD2 from B1, LGD2 Senior Unsecured Regular Bond/Debenture (Local Currency) Mar 15, 2021, Caa2, LGD5 Outlook Actions: Outlook is Stable Withdrawals: Issuer: Ceridian LLC Senior Secured Bank Credit Facility (Local Currency) Nov 1, 2016, Withdrawn , previously rated B1, LGD2 Senior Secured Bank Credit Facility (Local Currency) May 9, 2017, Withdrawn , previously rated B1, LGD2 Senior Secured Bank Credit Facility (Local Currency) May 9, 2017, Withdrawn , previously rated B1, LGD2 Ceridian, based in Minneapolis, Minnesota, is a human resources software and transaction processing company providing workforce management software, payroll and tax processing, benefits administration, and other human resources services. The principal methodology used in these ratings was Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CHENIERE ENERGY: Reports $43.2-Mil. Net Loss for Q3 --------------------------------------------------- Cheniere Energy Partners L.P. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $43.2 million on $67.6 million of total revenues for the three months ended Sept. 30, 2014, compared with a net loss of $98.1 million on $67.45 million of total revenues for the same period in the prior year. The Company's balance sheet at Sept. 30, 2014, showed $10.7 billion in total assets, $9.45 billion in total liabilities and total partners' equity of $1.23 billion. A copy of the Form 10-Q is available at: http://is.gd/IjGhfV Cheniere Energy, Inc. (NYSE Amex: LNG) -- http://www.cheniere.com/ -- is a Houston-based energy company primarily engaged in LNG related businesses, and owns and operates the Sabine Pass LNG receiving terminal and Creole Trail pipeline in Louisiana. Cheniere is pursuing related business opportunities both upstream and downstream of the Sabine Pass LNG receiving terminal. Cheniere is also the founder and holds a 30% limited partner interest in another LNG receiving terminal. CHINA TELETECH: Delays Form 10-Q for Third Quarter -------------------------------------------------- China Teletech Holding, Inc., was unable, without unreasonable effort or expense, to file its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2014, by the Nov. 14, 2014, filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Company is still in the process of compiling required information to complete the Quarterly Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements to be incorporated in the Quarterly Report. The Company anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date. About China Teletech Tallahassee, Fla.-based China Teletech Holding, Inc., is a national distributor of prepaid calling cards and integrated mobile phone handsets and a provider of mobile handset value-added services. The Company is an independent qualified corporation that serves as one of the principal distributors of China Telecom, China Unicom, and China Mobile products in Guangzhou City. On June 30, 2012, the Company strategically sold its wholly-owned subsidiary, Guangzhou Global Telecommunication Company Limited ("GGT"), to a third party. GGT was engaged in the trading and distribution of cellular phones and accessories, prepaid calling cards, and rechargeable store-value cards. China Teletech reported a net loss of $1.96 million on $30.87 million of sales for the year ended Dec. 31, 2013, as compared with net income of $53,542 on $26.62 million of sales in 2012. As of June 30, 2014, the Company had $824,356 in total assets, $23,450 in total liabilities and $800,906 in total stockholders' equity. WWC, P.C., in San Mateo, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013, citing that the Company has incurred substantial losses which raise substantial doubt about its ability to continue as a going concern. As reported by the TCR on Aug. 7, 2014, China Teletech dismissed WWC, P.C., effective July 31, 2014. The Company engaged Albert Wong & Co. LLP as the Company's new independent registered public accountant. CLIFFORD WOERNER: 5th Cir. May Change Rules on Attorneys' Fees -------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a majority of judges in the U.S. Court of Appeals for the Fifth Circuit voted to allow a rehearing on the subject of how much attorneys can be paid in bankruptcy cases and whether a 1998 decision known as Pro-Snax, which allowed payment of legal fees if, with the benefit of hindsight, there was "identifiable, tangible, and material benefit to the estate," should be abandoned. As previously reported by The Troubled Company Reporter, citing a previous article by Mr. Rochelle and Ms. Toub, the Executive Office for U.S. Trustees filed papers in a case involving a couple's Chapter 7 liquidation to implore the Fifth Circuit to overturn the Pro-Snax decision and adopt a standard "consistent with Congress's intent" in paying bankruptcy attorneys. In July, a three-judge panel of the Fifth Circuit cut the fees of the lawyers who represented the couple in a prior Chapter 11 case, citing Pro-Snax, which allowed payment of legal fees in a bankruptcy case if, with the benefit of hindsight, there was "identifiable, tangible, and material benefit to the estate." The three judges, however, said in a concurring opinion that "the Pro- Snax standard may be misguided" and recommended that all active judges on the circuit rehear the case and abandon Pro-Snax in favor of a compensation standard adopted by all other courts of appeal, the report related. The case is Barron & Newburger PC v. Texas Skyline Ltd. (In re Woerner), 13-50075, U.S. Court of Appeals for the Fifth Circuit (New Orleans). CLOUDEEVA INC: Trenk Dipasquale Approved as Bankruptcy Counsel -------------------------------------------------------------- The Bankruptcy Court authorized Cloudeeva, Inc., et al., to employ Trenk, Dipasquale Della Fera & Sodono, P.C., as counsel. As reported in the Troubled Company Reporter on Sept. 29, 2014, Trenk DiPasquale is expected to, among other things: (a) advise the Debtors with respect to the power, duties and responsibilities in the continued management of their properties and financial affairs as debtors, including the rights and remedies of the Debtors-in-Possession with respect to their assets and with respect to the claims of creditors; (b) advise the Debtors with respect to preparing and obtaining approval of a Disclosure Statement and Plan of Reorganization; and (c) prepare on behalf of the Debtors, as necessary, applications, motions, complaints, answers, orders, reports and other pleadings and documents. Trenk DiPasquale will be paid at these hourly rates: Sam Della Fera, Jr., Partner $540 Anthony Sodono III, Partner $550 Shoshana Schiff, Partner $425 Partners $350 - $590 Associates $225 - $350 Law Clerks $185 - $195 Paralegals and Support Staff $125 - $210 Trenk DiPasquale will also be reimbursed for reasonable out-of- pocket expenses incurred. Trenk DiPasquale has received a postpetition retainer from the Debtor in the amount of $100,000. Future compensation shall be paid by the Debtor from revenues, which fees will be subject to Bankruptcy Court approval. Sam Della Fera, Jr., partner of Trenk DiPasquale, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Response and Objection The Debtor, in response to the objection filed by Bartronics Asia Pte. Ltd., said that BAPL's misguided argument that Cole Schotz received an unauthorized postpetition retainer lacks candor and merit and must be overruled. As reported in the Troubled Company Reporter on Oct. 16, 2014, BAPL noted that on Sept. 10, 2014, the Debtors disclosed that they paid Trenk DiPasquale a postpetition retainer of $100,000. BAPL asserted that the postpetition retainer was an unauthorized transfer of property of the estate. It points out the Debtors did not seek or obtain the Court's prior approval to pay the postpetition retainer. About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. The cases are assigned to Judge Kathryn C. Ferguson. Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in liabilities as of the Chapter 11 filing. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The Debtors originally tapped Lowenstein Sandler LLP as counsel. However, they are now seeking the retention of Trenk, DiPasquale, Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who retention was not formally approved by order of the Court. The Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as appellate counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. * * * On Aug. 22, 2014, Judge Ferguson entered an order dismissing the Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE Ltd. BAPL asserted that the cases were not filed in good faith. The Debtors subsequently filed an appeal challenging the dismissal of their cases. Since then, District Judge Joel A. Pisano for the District of New Jersey entered an order staying the Case Dismissal Order pending further proceedings. Simultaneously, Judge Pisano reinstated the Debtors' bankruptcy cases and authorized the Debtors to be in possession of their assets and the management of their business as debtors-in-possession, subject to the continuing jurisdiction of the Bankruptcy Court and any further orders of the Bankruptcy Court or the District Court. According to the docket, the Debtors' exclusive right to file a plan expires on Nov. 18, 2014. COLT DEFENSE: Delays Form 10-Q Filing Over Liquidity Concerns ------------------------------------------------------------- Colt Defense LLC disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that it was unable to file its quarterly report on Form 10-Q for the period ended Sept. 28, 2014, in a timely manner because it is working through accounting considerations and liquidity concerns with respect to its financial operations. "As a result of several recent business trends negatively impacting the Company's current and forecasted revenues and cash flows, the Company is evaluating its forecasted operating cash flows in consideration of recent delays in product shipments and availability of borrowings under the Company's Credit Agreement," the Company said in the filing. As of Nov. 12, 2014, the Company believes that it is probable that it will not be in compliance with its Term Loan covenants, as amended, as of Dec. 31, 2014, as they currently exist absent an amendment, waiver or refinancing of the Term Loan Facility. The Company is in current discussions with existing and potential financing sources to address the situation. The Company is facing increasing liquidity challenges as a result of several recent business trends impacting the Company's current and forecasted revenues and cash flows. The liquidity challenges have created uncertainty about the Company's ability to service its $10.9 million near term Senior Notes interest payment due Nov. 17, 2014. In addition, as of Nov. 12, 2014, the Company believes that it is probable that the Company will not be in compliance with its Term Loan covenants, as amended, as of Dec. 31, 2014, as they currently exist, absent a waiver, amendment or refinancing of the Term Loan Facility. To provide relief for the expected default, the Company's management is currently working to pursue an amendment to its existing Credit Agreement and Term Loan to provide additional near term liquidity, obtain alternative financing or an additional equity infusion or some combination of these measures. However, there can be no assurance that the Company will be able to obtain an amendment to the Company's existing Credit Agreement or Term Loan, obtain alternative financing or raise additional equity. As of Nov. 12, 2014, the Company is in discussions with financing sources to obtain a commitment from those sources to provide incremental liquidity to the Company. Any such commitment would be subject to customary terms and conditions. In October 2014, the Company revised its 2014 internal forecast to reflect a continued decline in market demand for commercial MSR's (modern sporting rifles), recent declines in the demand for the Company's commercial handguns, delays in anticipated timing of U.S. Government sales and the timing of certain international sales. Under the revised internal forecast, the Company expects to report significantly lower Adjusted EBITDA for the year-ended Dec. 31, 2014. Currently, the Company expects to report a decline in net sales for the three and nine months ended Sept. 28, 2014, compared to the three and nine months ended Sept. 29, 2013 (as revised) of approximately 25% to 35% and 20% to 30%, respectively. The Company also currently expects to report a decline in operating income for the three and nine months ended Sept. 28, 2014, compared to the three and nine months ended Sept. 29, 2013, (as revised) of approximately 50% to 60% and 110% to 120%, respectively, excluding the impact of the gain on effective settlement of contract in the three and nine months ended Sept. 29, 2013, of $15.3 million. These preliminary results are subject to change. These combined factors have put significant pressure on the Company's current and future liquidity position. As of Nov. 12, 2014, the Company's availability under its Credit Agreement with Wells Fargo Capital Finance, LLC, was limited to approximately $1 million as a result of the Company's inability to be in compliance with the WFCF fixed charge coverage ratio for the twelve month period ended Sept. 28, 2014. If the Company is unable to service its near term Senior Notes interest payment due on Nov. 17, 2014, the Company has a contractual grace period through Dec. 15, 2014, to make the Senior Notes interest payment. If the Company does not make the Senior Notes interest payment by Dec. 15, 2014, the Company will be in default with its obligations under the Indenture. Even if the Company does make its Senior Notes interest payment by Dec. 15, 2014, it is probable that the Company will not be in compliance with the Company's Term Loan covenants, as amended, at Dec. 31, 2014. The failure to comply with the Company's Term Loan covenants, as amended, would cause an event of default under the Credit Agreement and the Senior Notes. As a result of these factors, the Company expects that all of the Company's long-term debt will be classified as current in the consolidated balance sheet as of Sept. 28, 2014 when the Company reports its third quarter results. The Company does not have sufficient funds to repay all of its debt upon an actual acceleration of maturity. Since the Company would be unable to repay its debt obligations upon an acceleration of maturity the Company's lenders would likely take actions to secure their position as creditors and to mitigate their potential risks. These conditions would adversely impact the Company's liquidity, and raise substantial doubt about the Company's ability to continue as a going concern. About Colt Defense Colt Defense LLC is a renowned designer, developer and manufacturer of firearms for military, personal defense and recreational purposes. The Company's founder, Samuel Colt, patented the first commercially successful revolving cylinder firearm in 1836 and, in 1847, began supplying U.S. and international military customers with firearms that have set the standards of their era. As of June 29, 2014, the Company had $249.02 million in total assets, $410.72 million in total liabilities and a $161.70 million total deficit. * * * As reported by the TCR on Oct. 1, 2014, Moody's Investors Service had downgraded the ratings of Colt Defense LLC, including its Corporate Family Rating ("CFR") and Probability of Default Ratings to Caa2 and Caa2-PD from Caa1 and Caa1-PD, respectively. The ratings downgrade reflects Colt's meaningfully weaker than anticipated operating results during the first half of 2014 leading to elevated credit metrics and weak near-term liquidity profile. Standard & Poor's Ratings Services had lowered its corporate credit rating on Connecticut-based gun manufacturer Colt Defense LLC to 'CCC' from 'CCC+', according to a TCR report dated Sept. 23, 2014. COLT DEFENSE: $700MM Sr. Term Loan No Impact on Moody's Caa3 CFR ---------------------------------------------------------------- Moody's Investors Service said that the announcement on Monday that Colt Defense LLC entered into a new $70 million senior secured term loan facility is a credit positive event but does not impact the company's ratings including its Caa3 corporate family rating ("CFR"). Although the new term loan provides the company with near-term relief, the ratings reflect longer-term capital structure concerns. Colt Defense LLC, headquartered in West Hartford, CT, manufactures small arms weapons systems for individual soldiers and law enforcement personnel for the U.S. military, U.S. law enforcement agencies, and foreign militaries. Post the July 2013 acquisition of New Colt Holding Corp., the parent company of Colt's Manufacturing Company, the company also has direct access to the commercial end-market for rifles, carbines and handguns. Annual revenues exceed $200 million. COMPUWARE HOLDINGS: Moody's Assigns B3 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating and B3-PD probability of default to first time issuer Compuware Holdings, LLC. Moody's also assigned a B2 rating to its first lien term loan and revolver; B1 to its asset sale facility and Caa2 to its second lien facility. The debt will be used to finance the acquisition of enterprise software provider, Compuware Corporation, by private equity firm Thoma Bravo and refinance the debt of Keynote Systems Inc. Thoma Bravo is contributing Keynote, a software performance monitoring company, as part of the transaction. The ratings outlook is stable. Ratings Rationale The B3 corporate family rating reflects the very high leverage at the company at a time when revenues in its high margin mainframe business have been declining. The ratings also recognize the leading position of Compuware in the application performance monitoring (APM) market and strong position in mainframe software tools market. The management team has been restructuring the cost side of the Compuware business and Thoma Bravo have outlined plans for further restructuring though the full impact will likely not show up until fiscal year 2016. Though Moody's expect the team will be able to significantly reduce the cost structure, concern remains about the impact of the cuts on the business and uncertainty of the pace of declines in the mainframe business. The mainframe business has declined at a 11% compounded annual rate since fiscal 2011, driven largely by pricing pressures. The mainframe business is by far the largest contributor of EBITDA and cash flow to the company. It is estimated that the mainframe business contributed approximately 64% of EBITDA in the twelve months ended June 2014 (pro forma for the transaction and Keystone contribution). While the application performance monitoring business has been growing at double digit rates and revenues are larger than mainframe revenues, EBITDA margins and contribution levels are substantially smaller than those of the mainframe business. Leverage at closing is approximately 7.5x pro forma for certain non-recurring costs and cost actions enacted to-date (leverage based on actual June 2014 LTM results are substantially higher). Nonetheless the company has the potential to reduce leverage to 6x and drive free cash flow to debt levels to 5% or greater by the end of the fiscal year ended March 31, 2016 driven by cost cutting measures in place and to be implemented shortly after closing. The ratings could be upgraded if the company is able to drive leverage sustainably below 6.5x and free cash flow to debt above 5%. The ratings could also face upward pressure if the company is able to stabilize mainframe revenues. The ratings could be downgraded if leverage exceeds 8x or free cash flow is negative on other than a temporary basis. Liquidity is good based on an estimated $145 million of cash at closing and an undrawn $100 million revolver. Free cash flow is expected to be negative in the initial quarters post closing due to integration and restructuring costs but is expected to be positive for the first full year after closing. The following ratings were assigned: Assignments: Issuer: Compuware Holdings, LLC Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 $100 million Senior Secured Bank Credit Facility (Local Currency), Assigned B2, LGD3 $1250 million Senior Secured Bank Credit Facility (Local Currency), Assigned B2, LGD3 $105 million Asset Sale Facility Senior Secured Bank Credit Facility (Local Currency), Assigned B1, LGD3 $550 million Second Lien Senior Secured Bank Credit Facility (Local Currency), Assigned Caa2, LGD5 Outlook, Assigned Stable The principal methodology used in this rating was Global Software Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Compuware Holdings, LLC is a vehicle set up to acquire Compuware Corporation. Compuware Corporation based in Detroit, MI had revenues of $714 million for the twelve months ended June 2014. COUNTRYWIDE FIN'L: Supreme Court to Hear Key Mortgage Case ---------------------------------------------------------- Brian Collins, writing for National Mortgage News, reported that the U.S. Supreme Court heard arguments in a case that could determine when and how borrowers are allowed to cancel their mortgages. According to the report, the case, Jesinoski v. Countrywide, centers on how consumers can exercise their statutory rights to request a rescission of their mortgage, which is allowed if the finance charge was understated by at least $36. About Countrywide Financial Based in Calabasas, California, Countrywide Financial Corporation (NYSE: CFC) -- http://www.countrywide.com/-- originated, purchased, securitized, sold, and serviced residential and commercial loans. In mid-2008, Bank of America completed its purchase of Countrywide for $2.5 billion. The mortgage lender was originally priced at $4 billion, but the purchase price eventually was whittled down to $2.5 billion based on BofA's stock prices that fell over 40% since the time it agreed to buy the ailing lender. CRS HOLDING: Regions Bank DIP Motion Moot ----------------------------------------- The Bankruptcy Court denied, as moot, CRS Holding of America, LLC's motion for authority to obtain postpetition financing. The Court was advised that on Sept. 24, 2014, Regions Bank terminated the DIP facility. As reported in the Troubled Company Reporter on Sept. 4, 2014, the Debtor sought approval from the court of a credit facility of up to $1 million of financing from Regions Bank. About CRS Holding of America CRS Holding of America, LLC, operates a full service electronics recycling business, providing e-waste recycling solutions for organizations of all sizes. CRS's offerings are designed to meet customers' demand for data security and environmental compliance. CRS Holding and 21 subsidiaries sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 14-bk-10142) in Tampa, Florida, on August 29, 2014. CRS estimated total assets of $50 million to $100 million and debt of $10 million to $50 million. The Debtors' outstanding loan balances to secured creditors are: Regions Bank, $15 million; JY Creative Holdings, Inc. $6.8 million; and Intersection, LLC, $250,000. The Debtors estimate that general unsecured claims total $5 million. The cases are assigned to Judge K. Rodney May. The Debtors have tapped Shumaker, Loop & Kendrick, LLP, as counsel. CRS Holding of America, LLC, reported $812,470 in total assets, and $37,560,321 in total liabilities. CRS HOLDING: Court Denies JY Creative's Bif for Relief from Stay ---------------------------------------------------------------- The Bankruptcy Cpourt, according to CRS Holding of America, LLC's case docket, denied JY Creative Holdings, Inc.'s motion for relief from stay. As reported in the TCR on Oct. 10, 2014, on Sept. 23, 2014, JY Creative moved the Court for relief from the automatic stay to permit it to pursue the 11th Circuit Appeal. According to JY Creative, on July 30, U.S. District Court for the Middle District of Florida entered an order granting the receiver's motion for authorization to file bankruptcy. JY Creative appealed the order authorizing bankruptcy filing to the 11th Circuit Court of Appeals and the appeal is pending. The 11th Circuit Appeal is limited to the issue of whether or not the receiver has the authority and standing to file bankruptcy on behalf of the Debtors. Seleena Miller of Magnum Management Services, LLC, serves as receiver in the District Court Case. About CRS Holding of America CRS Holding of America, LLC, operates a full service electronics recycling business, providing e-waste recycling solutions for organizations of all sizes. CRS's offerings are designed to meet customers' demand for data security and environmental compliance. CRS Holding and 21 subsidiaries sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 14-bk-10142) in Tampa, Florida, on August 29, 2014. CRS estimated total assets of $50 million to $100 million and debt of $10 million to $50 million. The Debtors' outstanding loan balances to secured creditors are: Regions Bank, $15 million; JY Creative Holdings, Inc. $6.8 million; and Intersection, LLC, $250,000. The Debtors estimate that general unsecured claims total $5 million. The cases are assigned to Judge K. Rodney May. The Debtors have tapped Shumaker, Loop & Kendrick, LLP, as counsel. CRS Holding of America, LLC, reported $812,470 in total assets, and $37,560,321 in total liabilities. CRYOPORT INC: Reports $3.2 Million Net Loss for Second Quarter -------------------------------------------------------------- Cryoport, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $3.18 million on $825,000 of revenues for the three months ended Sept. 30, 2014, compared to a net loss attributable to common stockholders of $14.95 million on $579,827 of revenues for the same period in 2013. For the six months ended Sept. 30, 2014, the Company reported a net loss attributable to common stockholders of $6.25 million on $1.76 million of revenues compared to a net loss attributable to common stockholders of $16.28 million on $1.06 million of revenues for the same period a year ago. "We expect to continue to incur substantial additional operating losses from costs related to the commercialization of our Cryoport Express(R) Solutions and do not expect that revenues from operations will be sufficient to satisfy our funding requirements in the near term. We believe that our cash resources at September 30, 2014, additional funds raised subsequent to September 30, 2014 through the current convertible preferred stock offering... together with the revenues generated from our services will be sufficient to sustain our planned operations into the third quarter of fiscal year 2015; however, we must obtain additional capital to fund operations thereafter and for the achievement of sustained profitable operations. These factors raise substantial doubt about our ability to continue as a going concern. We are currently working on funding alternatives in order to secure sufficient operating capital to allow us to continue to operate as a going concern," the Company said in the filing. The Company's balance sheet at Sept. 30, 2014, showed $1.20 million in total assets, $2.57 million in total liabilities, all current, and a $1.37 million total stockholders' deficit. Cryoport's CEO, Jerrell Shelton, commented, "We are pleased to report another quarter of revenue growth over last year, resulting in a continued expansion of our gross margin. Our sales and marketing strategies are gaining momentum as evidenced by an active and growing sales pipeline. Our growth year-to-date is also a reflection of a flourishing life sciences industry with new therapies coming to market. Our recently announced strategic collaboration with United Parcel Service (UPS) is yet another strong indication of the acceptance of our validated solutions and the opportunities that exists within life sciences. We are now the provider of choice for the three major carriers looking to deliver validated cryogenic logistics solutions to their life sciences and healthcare customers. Our unique, best-in-class solutions deliver superior economics and reliability to life sciences clients throughout the world." As of Sept. 30, 2014, the Company had cash and cash equivalents of $103,300 and negative working capital of $1.9 million. Historically, the Company has financed its operations primarily through sales of our debt and equity securities. A full-text copy of the Form 10-Q is available for free at: http://is.gd/zmJl1l About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. Cryoport reported a net loss of $19.56 million on $2.65 million of revenues for the year ended March 31, 2014, as compared with a net loss of $6.38 million on $1.10 million of revenues for the year ended March 31, 2013. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company has incurred recurring operating losses and has had negative cash flows from operations since inception. Although the Company has cash and cash equivalents of $369,581 at March 31, 2014, management has estimated that cash on hand, which include proceeds from convertible bridge notes received in the fourth quarter of fiscal 2014, will only be sufficient to allow the Company to continue its operations into the second quarter of fiscal 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern. DAHL'S FOODS: Ex-CEO Sues Co. Over Incomplete Severance Payment --------------------------------------------------------------- Patt Johnson at The Des Moines Register reports that David Sinnwell, Dahl's Foods' former CEO, has filed a breach of contract lawsuit in Polk County District Court against the Company, asking to be paid for the money he is owed, plus liquidated damages and attorney's fees. Mr. Sinnwell claims in court documents that the Company made several payments as part of a promised severance package after he left the Company in March, but the payments were stopped in September. According to The Register, Mr. Sinwell claims that the Company was to pay him about $421,000 over 18 months. The Register relates that the Bankruptcy Court has set a meeting of creditors for Dec. 4, 2014. About Dahl's Foods Dahl's Foods owns and operates 10 full-line grocery stores in and around the Des Moines, Iowa area. Since the 1970s, Dahl's has been employee owned pursuant to an ESOP with 97% of the ownership held by the ESOP. The remaining 3% is owned by certain past and present members of management and other former employees. Individual grocery store square footage ranges from 28,820 to 70,000 and averages 55,188. Dahl's employs over 950 people. For the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8 million. Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with a deal to sell to Associated Wholesale Grocers Inc. for $4.8 million. The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special reorganization and conflicts counsel, and Foods Partners, LLC as financial advisor and investment banker. Associated Wholesale Grocers, Inc., the Debtors' prepetition lender, committed to provide a senior secured, super-priority term credit facility of up to $6,649,623. As of the Petition Date, Debtors owe AWG the aggregate amount of approximately $3.2 million. AWG is represented by Christopher J. Rockers, Esq., at Husch Blackwell LLP, in Kansas City, Missouri. DAHL'S FOODS: Amends List of Largest Unsecured Creditors -------------------------------------------------------- Foods, Inc., d/b/a Dahl's Foods, amended its list of creditors holding largest unsecured claims to disclose the following: Entity Nature of Claim Claim Amount ------ --------------- ------------ HOLMES MURPHY $364,707 3001 WESTOWN PARKWAY WEST DES MOINES, IA 50266 Attn: Laura Guisinger Tel: 515-223-6856 E-mail: Lguisinger@Holmesmurphy.com KECK, INC. dba Keck Energy $309,198 501 S.W. 7TH ST SUITE D DES MOINES, IA 50309 Attn: Tim Van Vliet Wetsch Abbott & Osborn 974 73rd St. Ste 20 Windsor Heights, IA 50324 Tel: 515/223-6000 THRIFTY WHITE PHARMACY $266,591 6055 Nathan Lane N., Suite 2000 Minneapolis, MN 55442 Attn: Tim Erdle Tel: 763-513-4325 E-mail: Terdle@thriftywhite.com ANDERSON/ERICKSON DAIRY INC. $255,872 2420 EAST UNIVERSITY AVE DES MOINES, IA 50317 Attn: Ed Knight Tel: 515-265-2521 E-mail: Edk@AEdairy.com DAKOTA DRUG INC. $242,956 PO BOX 5009 MINOT, ND 58702 Attn: Cindy Lohse Tel: 701-857-1147 MID AMERICAN ENERGY COMPANY $126,682 P.O. BOX 8020 DAVENPORT, IA 52808 Attn: Ken Setzkorn Tel: 515-252-6768 E-mail: kdsetzkorn@midamerican.com United Healthcare Ins. Co. $90,965 22561 Network Place Chicago, IL 60673-1225 Attn: Darci Moran Tel: 515-727-2073 E-mail: darci_moran@uhc.com SHULLSBURG CREAMERY II, LLC $84,192 PO BOX 398 SHULLSBURG, WI 53586 Attn: Jeff James Tel: 608-482-1295 E-mail: Jjames@shullsburgcreamery.com FRITO-LAY INC. $79,842 PO BOX 300025 DULUTH, GA 30096 Attn: Pat Ryan Tel: 563-419-3527 E-mail: patryan@pepsico.com IOWA DES MOINES SUPPLY INC. $73,885 1680 GUTHRIE AVE DES MOINES, IA 50316 Attn: Paul Drey, Esq. Brick Gentry Law Firm 6701 Westown Pkwy, Ste 100 West Des Moines, IA 50266 515/274-1450 OLD DUTCH FOODS INC. $68,938 P.O. BOX 64627 ST PAUL, MN 55164 Attn: Dale Westover Tel: 319-230-1840 E-mail: dale.westover@olddutchfoods.com HUSSMANN SERVICES CORP. $66,500 26372 NETWORK PLACE CHICAGO, IL 60673-1263 Attn: Quincy Edwards Tel: 314-298-5729 E-mail: quincy.edwards@hussmann.com JOHNSON BROTHERS WINE CO. $57,401 2515 DEAN AVE. DES MOINES, IA 50317 Attn: Sean Angus Tel: 515-490-7001 E-mail: sangus@johnsonbrothers.com PEPSI $57,085 LOCKBOX# 75948 CHICAGO, IL 60675-5948 Attn: Nick Huberty Tel: 641-430-0313 E-mail: nick.huberty@pepsico.com PAN-O-GOLD BAKING CO. $54,198 ST CLOUD P.O. BOX 848 ST CLOUD, MN 56302-0848 Attn: Curt Geisenhoff Tel: 515-229-5964 E-mail: cgeisenhoff@panogold.com MARTIN BROS. DISTRIBUTING CO $54,171 PO BOX 69 CEDAR FALLS, IA 50613 Attn: Bret Petersen Tel: 515-979-0440 E-mail: Bpetersen@martinsnet.com ALLIANCE HARSHA ADVERTISING $50,787 306 NORTHCREEK BLVD GOODLETTSVILLE, TN 37072 Attn: Matt Jonas Tel: 816-392-3546 LEVEL 10 $50,767 820 NORTH 20TH AVENUE HIAWATHA, IA 52233 Attn: Olivia Zerba Tel: 319-892-0430 BLUE RHINO CORPORATION $49,970 P.O. BOX 281956 ATLANTA, GA 30384-1956 Attn: Sherry Clark Tel: 866-672-3496 E-mail: sherryclark@ferrellgas.com KOEHLER & DRAMM $46,172 2407 E. HENNEPIN MINNEAPOLIS, MN 55413 Attn: Mike Weinmeyer Tel: 612-362-3115 E-mail: Mweinmeyer@koehlerdramm.com About Dahl's Foods Dahl's Foods owns and operates 10 full-line grocery stores in and around the Des Moines, Iowa area. Since the 1970s, Dahl's has been employee owned pursuant to an ESOP with 97% of the ownership held by the ESOP. The remaining 3% is owned by certain past and present members of management and other former employees. Individual grocery store square footage ranges from 28,820 to 70,000 and averages 55,188. Dahl's employs over 950 people. For the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8 million. Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with a deal to sell to Associated Wholesale Grocers Inc. for $4.8 million. The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special reorganization and conflicts counsel, and Foods Partners, LLC as financial advisor and investment banker. Associated Wholesale Grocers, Inc., the Debtors' prepetition lender, committed to provide a senior secured, super-priority term credit facility of up to $6,649,623. As of the Petition Date, Debtors owe AWG the aggregate amount of approximately $3.2 million. AWG is represented by Christopher J. Rockers, Esq., at Husch Blackwell LLP, in Kansas City, Missouri. DAHL'S FOODS: Proposes to Pay $255K Bonuses to Key Employees ------------------------------------------------------------ Foods, Inc., d/b/a Dahl's Foods, seeks permission from the U.S. Bankruptcy Court for the District of Delaware to implement a key employee retention plan, recognizing the negative impact to the value of its business if certain non-management members were to resign prior to the close of the proposed sale. Pursuant to the KERP, the Debtor would make available an aggregate amount of $255,402 for bonus payments to Key Employees, provided each Key Employee would only receive a bonus payment under the KERP if that Employee continued working through the close of the proposed sale. The Debtor says 259 key employees are eligible to receive a bonus payment under the KERP. Of the 259 key employees, 257 are not "insiders" as the term is defined in Section 101(31) of the Bankruptcy Code, while two employees -- Kenneth Kane and David Wilson -- are considered "insiders" because they are members of the Debtor's board of directors. About Dahl's Foods Dahl's Foods owns and operates 10 full-line grocery stores in and around the Des Moines, Iowa area. Since the 1970s, Dahl's has been employee owned pursuant to an ESOP with 97% of the ownership held by the ESOP. The remaining 3% is owned by certain past and present members of management and other former employees. Individual grocery store square footage ranges from 28,820 to 70,000 and averages 55,188. Dahl's employs over 950 people. For the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8 million. Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with a deal to sell to Associated Wholesale Grocers Inc. for $4.8 million. The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special reorganization and conflicts counsel, and Foods Partners, LLC as financial advisor and investment banker. Associated Wholesale Grocers, Inc., the Debtors' prepetition lender, committed to provide a senior secured, super-priority term credit facility of up to $6,649,623. As of the Petition Date, Debtors owe AWG the aggregate amount of approximately $3.2 million. AWG is represented by Christopher J. Rockers, Esq., at Husch Blackwell LLP, in Kansas City, Missouri. DENDREON CORP: Dec. 9 Hearing on Sale & Bidding Procedures ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on Dec. 9, 2014, at 3:30 p.m. (Eastern) to consider approval of the procedures governing the bidding and sale of substantially all of the assets of Dendreon Corporation, et al., and set Dec. 2 as the deadline for parties to file objections to the proposed protocol. As previously reported by The Troubled Company Reporter, the Debtors' plan support agreements with noteholders provide the framework for a competitive process whereby prospective buyers may bid to purchase all or substantially all of the Debtors' non-cash assets either (i) in a sale pursuant to Bankruptcy Code section 363, or (ii) in the form of a recapitalization transaction effectuated through a plan of reorganization. A qualified bid in the competitive process must have a value in excess of $275 million as determined by the bidding procedures. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the Debtors have an agreement for selling their assets under a reorganization plan to holders of the $620 million in 2.875 percent convertible notes due 2016. According to the Bloomberg report, Dendreon reached agreement on a plan with holders of 84% of the convertible notes where the debt will be converted to ownership unless a third party bids more than $275 million cash at auction. Bloomberg, citing Trace, the bond-price reporting system of the Financial Industry Regulatory Authority, says the convertible notes last traded on Nov. 3 for 64.5 cents on the dollar. The stock closed at 94 cents on Nov. 7 in New York trading. About Dendreon With corporate headquarters in Seattle, Washington, Dendreon Corporation -- http://www.dendreon.com/-- a biotechnology company focused on the discovery, development and commercialization of novel cellular immunotherapies to significantly improve treatment options for cancer patients. Dendreon's first product, PROVENGE (sipuleucel-T), was approved by the U.S. Food and Drug Administration (FDA) and became commercially available for the treatment of men with asymptomatic or minimally symptomatic castrate-resistant (hormone-refractory) prostate cancer in April 2010. Dendreon is traded on the NASDAQ Global Market under the symbol DNDN. Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors have requested that their cases be jointly administered under Case No. 14-12515. Judge Peter J. Walsh presides over the cases. The petitions were signed by Gregory R. Cox, interim chief financial officer and treasurer. Dendreon sought bankruptcy protection after it reached agreements on the terms of a financial restructuring with certain holders of the Company's 2.875% Convertible Senior Notes due 2016 representing 84% of the $620 million aggregate principal amount of the 2016 Notes. The financial restructuring may take the form of a stand-alone recapitalization or a sale of the Company or its assets. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Lazard Freres & Co. LLC, as investment banker; AlixPartners, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. The Debtors disclosed $365 million in total assets and $664 million in total liabilities as of June 30, 2014. To date, no creditors' committee has been appointed in the Chapter 11 Cases by the Office of the United States Trustee for the District of Delaware. There's an organizational meeting on Nov. 19, 2014, at 10:00 a.m. to appoint a committee. DETROIT, MI: BofA OK'd to Foreclose Upon Hereford St. Property -------------------------------------------------------------- Bankruptcy Judge Steven Rhodes modified the automatic stay to permit Bank of America, N.A., to foreclose upon or obtain possession of City of Detroit, Michigan's property located at 5384 Hereford St., Detroit, MI. About the City of Detroit 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. DHX MEDIA: S&P Assigns 'B+' CCR & Rates C$150MM Sr. Notes 'BB-' --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' long- term corporate credit rating and stable outlook to Halifax, N.S.- based DHX Media Ltd., a creator, producer, marketer, and broadcaster of family entertainment. S&P expects the company to have about C$310 million of pro forma funded debt outstanding. At the same time, Standard & Poor's assigned its 'BB-' issue-level rating and '2' recovery rating to DHX Media's proposed C$150 million senior unsecured notes due in 2021. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%) recovery in default. Standard & Poor's also assigned its 'BB' issue-level rating and '1' recovery rating to the company's senior secured bank facilities. The '1' recovery rating indicates S&P's expectation for very high (90%-100%) recovery in default. "We understand that proceeds from the notes will be used to partially refinance existing bank debt that comprises C$248 million senior secured facilities due 2019 and borrowings outstanding under a C$30 million revolving credit facility due 2019," said Standard & Poor's credit analyst Madhav Hari. "The ratings are contingent on our reviewing final documentation and completion of the transaction as described to us," Mr. Hari added. Standard & Poor's bases its ratings on DHX Media on its "weak" business risk nd "aggressive" financial risk profile assessments for the company, the combination of which drives an anchor rating of 'b+'. Standard & Poor's analytical modifiers have a neutral overall effect on its 'B+' long-term corporate rating on the company. DHX Media is the largest independent provider of children's content in Canada, including having the largest independent library of children's content worldwide. The company has four main revenue drivers: DHX television (38% of pro forma revenue; channels acquired from Bell Media/Astral in July 2014), content production (26%), library and distribution (21%), and merchandising and licensing (15%). The company has largely grown from acquisitions, with revenue increasing to C$219 million pro forma for fiscal 2014 from C$40 million in fiscal 2010. The stable outlook on DHX Media reflects Standard & Poor's expectation that the company will continue to produce and distribute successful children's programming, expand its revenue base organically, and maintain adjusted funds from operations (AFFO) to debt above 15% and adjusted debt to EBITDA of less than 4.5x. S&P could raise the ratings if the company demonstrates that it can drive free operating cash flow sustainably higher than its base-case scenario while maintaining an AFFO-to-debt ratio above 20% and an adjusted debt-to-EBITDA ratio of less than 4x. S&P could lower our ratings if DHX Media's financial results do not meet S&P's base-case expectations, which include generating organic EBITDA above C$75 million. In addition, a downgrade could result should management maintain an aggressive external growth strategy, such that the company's pro forma AFFO-to-debt ratio falls below 12% and pro forma adjusted debt-to-EBITDA ratio is above 5x. DIOCESE OF MONTANA: Has Loan to Pay Sexual Abuse Claims ------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the Roman Catholic Diocese of Helena, Montana, wants permission to borrow $3.5 million from Placid Enterprises LLC to finance a Chapter 11 plan. According to the Bloomberg report, the Placid loan would be used to fund the diocese's contribution of about $2 million to settlement trusts, estimated expenses of $750,000, and operations. As previously reported by The Troubled Company Reporter, the Associated Press, the Diocese has filed a bankruptcy reorganization plan that proposes a $16.4 million settlement for hundreds of people who said clergy members sexually abused them for decades while the church covered it up. The plan, filed on Nov. 17, calls for the 362 victims identified in two lawsuits filed in 2011 to receive a minimum payment of $2,500 each. An abuse-claims reviewer will determine the actual payment based on the severity and long-term effects of the abuse. About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson & Waterman PLLP has been tapped as special counsel to provide legal advice relating to sexual abuse claims. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. The Roman Catholic Bishop of Helena filed its schedules of assets and liabilities, which show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also showed that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. The U.S. Trustee for Region 18 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee has retained Pachulski Stang Ziehl & Jones LLP as counsel. The Court installed Michael R. Hogan as the legal representative for these sex abuse victims: (a) are under 18 years of age before the Claims Bar Date; (b) neither discovered nor reasonably should have discovered before the Claims Bar Date that his or her injury was caused by an act of childhood abuse; or (c) have a claim that was barred by the applicable statute of limitations as of the Claims Bar Date but is no longer barred by the applicable statute of limitations for any reason, including for example the passage of legislation that revives such claims. DYNAVOX INC: Confirmation Hearing Set for Dec. 22 ------------------------------------------------- Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware approved the disclosure statement explaining Dynavox Inc., et al.'s first amended joint plan of liquidation and scheduled a confirmation hearing for Dec. 22, 2014, at 2:00 p.m. (Eastern Time). Any party that objects to Confirmation of the Plan must file and serve its objection and evidence in support thereof by Dec. 15. The Debtors filed with the Bankruptcy Court a plan and accompanying disclosure statement following the sale of substantially all of their assets to Tobii Technology AB for $18 million. All classes of claims under the Plan are unimpaired and holders of the claims are deemed to accept the treatment of their claims. A full-text copy of the First Amended Disclosure Statement dated Nov. 17, 2014, is available at: http://bankrupt.com/misc/DYNAVOXds1117.pdf About Dynavox Inc. DynaVox Intermediate LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-10785) on April 6, 2014. Two of its affiliates, DynaVox Inc. and DynaVox Systems Holdings LLC, also filed for bankruptcy (Case Nos. 14-10791 and 14-10790) the following day. The Debtors estimated assets and debts of at least $10 million. Cousins, Chipman & Brown, LLP, serves as the Debtors' counsel. Judge Peter J. Walsh presides over the case. DynaVox Inc. (OTC: DVOX) is a holding Company with its headquarters in Pittsburgh, Pennsylvania, whose primary operating entities are DynaVox Systems LLC and Mayer-Johnson LLC. DynaVox provides speech generating devices and symbol-adapted special education software to assist individuals in overcoming their speech, language and learning challenges. The Troubled Company Reporter, on May 30, 2014, citing Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the Bankruptcy Court approved the sale of DynaVox Inc.'s business for $18 million to Tobii Technology AB from Danderyd, Sweden. The price fully pays $14.5 million in secured debt owing to JEC-BR Partners LLC, a venture between FEC-BR Partners LLC and JEC Capital Partners LLC. E H MITCHELL: Case Conversion Hearing Continued Until Jan. 3 ------------------------------------------------------------ The Bankruptcy Court continued until Jan. 3, 2015, at 10:00 a.m., the hearing to consider the U.S. Trustee's motion to convert to Chapter 7 liquidation the Chapter 11 case of E H Mitchell. At the hearing the Court will also consider the objections filed by the Debtor, and creditor Ezkovich & Co., LLC, and the reply filed by creditor Reginald James Laurent. As reported in the Troubled Company Reporter on Sept. 12, 2014, in a supplemental memorandum, Mr. Laurent stated that since the motion to convert/dismiss was filed, additional statutory grounds to convert the case have been discovered, including: 1) substantial or continuing loss to or diminution; 2) failure to produce CMC's financial records; 3) misrepresentation and gross mismanagement of the estate; 4) unauthorized use of cash collateral; 5) failure to file timely reports; and 6) failure to confirm. Mr. Laurent pointed out that since May 2014, the Debtor, in its disclosure statements, has expressed the preference to be dismissed rather than converted. This change in tack demonstrates deception and the delay tactics, according to Mr. Laurent. Mr. Laurent asks the Court to grant the U.S. Trustee's motion to convert the case because dismissal will only cause delay and further prejudice him. About E. H. Mitchell & Company LLC E. H. Mitchell & Company LLC sought protection under Chapter 11 of the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr. E.D. La.). The case is assigned to Judge Jerry A. Brown. The Debtor is represented by Robert L. Marrero, Esq., at Robert Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed $300,027,297 in assets and $1,281,148 in liabilities. The petition was signed by Michael Furr, secretary/member. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, has appointed three members to the official committee of unsecured creditors. EDENOR S.A.: Incurs ARS 720.9 Million Net Loss in Third Quarter --------------------------------------------------------------- Edenor S.A. reported a net loss of ARS 720.9 million for the three months ended Sept. 30, 2014, compared with a net loss of ARS 512.87 million for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of ARS 1.44 billion compared to net profit of ARS 792.04 million for the same period a year ago. As of Sept. 30, 2014, the Company had ARS 7.99 billion in total assets, ARS 8.26 billion in total liabilities and a ARS 267.39 billion total deficit. "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 or the implementation of another source of financing or offsetting mechanism, 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 once again certain payment obligations, as previously mentioned, or unable to comply with the salary increases or the increases recorded in third-party costs," said Ricardo Torres, chairman. A full-text copy of the company's quarterly report is available at: http://is.gd/4FaSRx A full-text copy of the Form 6-K filed with the U.S. Securities and Exchange Commission is available at: http://is.gd/pjp9rM 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. EDUCATION REALTY: S&P Affirms 'BB+' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBB-' issue-level rating to Education Realty Operating Partnership L.P.'s $250 million debut senior unsecured notes due 2024. The recovery rating is '2', which indicates S&P's expectations for substantial (70% to 90%) recovery in the event of default. The notes are fully and unconditionally guaranteed by parent company Education Realty Trust Inc. (EDR). The company intends to use the proceeds to repay approximately $69 million in mortgage debt, to pay down the outstanding balance on the company's unsecured revolving credit facility, and for general corporate purposes. The indenture governing the notes contains covenants typical of U.S. equity REITs including a limitation on total debt (less than 60% of total assets) and secured debt (less than 40% of total assets) as well as a minimum debt service coverage requirement (greater than 1.5x) and maintenance of total unencumbered assets (greater than 1.5x of total unsecured debt). The issue-level rating is one notch above S&P's 'BB+' corporate credit rating on EDR. S&P's ratings on Memphis-based EDR reflect its "fair" business risk profile, highlighted by high-quality assets, a substantial appetite for development, and the company's relatively small scale. S&P's assessment of the company's financial risk profile as "intermediate" incorporates its base-case expectation that fixed charge coverage remains in the mid- to high-2x area by the end of both 2014 and 2015. Significant capacity on its revolving credit facility and lack of covenant pressure support its "adequate" liquidity. RATINGS LIST Education Realty Trust Inc. Corporate Credit Rating BB+/Stable/-- New Rating Education Realty Operating Partnership L.P. $250M senior unsecured notes due 2024 BBB- Recovery rating 2 EMMANUEL L. COHEN: Unable to Confirm Plan, Wants Case Converted --------------------------------------------------------------- Emanuel L. Cohen asks the Bankruptcy Court to enter an order converting its bankruptcy case to one under Chapter 7 of the Bankruptcy Code. According to the Debtor, it is unlikely that it will be able to propose a confirmable plan. The Debtor's counsel can be reached at: Kenneth S. Rappaport, Esq. RAPPAPORT OSBORNE & RAPPAPORT, PL Suite 203, Squires Building 1300 North Federal Highway Boca Raton, FL 33432 Tel: (561) 368-2200 About Emanuel L. Cohen Emanuel L. Cohen, D.I.T. Inc., and Salon's Best, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Lead Case No. 14-23125) at West Palm Beach, Florida, on June 6, 2014. D.I.T. and Salon's Best disclosed $12 million in assets and debt. Emanuel L. Cohen disclosed $6,699,546 in assets and $14,116,055 in liabilities as of the Petition Date. Kenneth S. Rappaport, Esq., at Rappaport Osborne & Rappaport, PL, in Boca Raton, Florida, serves as counsel to the Debtors. As reported in the Troubled Company Reporter on July 25, 2014, the U.S. Trustee notified the Bankruptcy Court that until further notice, it will not appoint a committee of creditors pursuant to Section 1102 of the Bankruptcy Court. ENDEAVOR INT'L: Files Ch. 11 Reorganization Plan ------------------------------------------------ Endeavour Operating Corporation, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a joint plan of reorganization and disclosure statement, which provides for: -- the reduction of approximately $598 million of the Debtors' existing debt; -- the reduction of approximately 43% of the Debtors annual interest burden; and -- freeing up of approximately $50 million in annual cash flow that can be used for reinvestment in the Debtors' business. Among other things, the Plan further provides for (i) the cancellation of all of the Debtors' existing debt and equity; and (ii) the issuance of $262.5 million in new notes bearing a 9.75% interest rate, new Series A convertible preferred stock and new shares of common stock. Pursuant to the Plan, the Voting Claims include all Allowed Claims that have been placed in Classes 3 through 7. The New Notes, New Preferred Stock and New Common Stock are being issued in full and final satisfaction of the Allowed Claims of the 2018 Noteholders (Classes 3 and 4), the 7.5% Convertible Bondholders (Class 5) and the Convertible Noteholders (Class 6) on the date on which all conditions to the effectiveness of the Plan have been satisfied or waived in accordance with the terms of the Plan. The Plan provides that holders of Allowed General Unsecured Claims of a value greater than $10,000 (Class 7 - General Unsecured Claims) will receive a distribution of Cash equal to [15.0%] of the value of their Allowed Claim, in full and final satisfaction of those Claims on the Effective Date. Holders of Allowed General Unsecured Claims in the amount of $10,000 or less (Class 8 ? Convenience Class Claims) will receive a distribution of Cash equal to 100% of the value of their Allowed Claim, in full and final satisfaction of those Claims on the Effective Date. The Court, on Nov. 10, approved the Debtors' prepetition restructuring support agreement with certain prepetition creditors, including certain of the March 2018 Noteholders, certain of the June 2018 Noteholders, certain of the 5.5% Convertible Noteholders, all of the 6.5% Convertible Noteholders and certain of the 7.5% Convertible Bondholders. The RSA Parties have made substantial concessions to come to the Plan terms and have agreed to support and vote in favor of the Plan. The RSA required the Debtors to file a Chapter 11 plan and accompanying disclosure materials by Nov. 24, obtain approval of the Disclosure Statement by Jan. 8, 2015, and obtain confirmation of the Plan by March 29. The Debtors, in a later filing with the Court, accelerated their timetable for their Chapter 11 proceedings so that the Disclosure Statement hearing will be held on Dec. 17 and the confirmation hearing will be held on Feb. 3. A full-text copy of the Disclosure Statement dated Nov. 17, 2014, is available at http://bankrupt.com/misc/ENDEAVOURds1117.pdf About Endeavour International Corporation Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock, and a $41.48 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENERGY FUTURE: $200M Attys' Fee Bid Draws Objection in LBO Case --------------------------------------------------------------- Law360 reported that William J. Nolan III, the trustee for five funds that each owned 400 shares of Energy Future Holdings Inc. -- one of dozens of companies at issue in a class action alleging private equity funds colluded to depress leveraged buyout prices - - has objected to a request by the proposed class's attorneys for nearly $200 million in fees in Massachusetts federal court. The case is Klein et al v. Bain Capital Partners, LLC et al., Case No. 1:07-cv-12388 (D. Mass.). 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. The Troubled Company Reporter, on Nov. 4, 2014, reported that the U.S. Trustee for Region 3 appointed five creditors of Energy Future Holdings Corp. to serve on the Debtor's official committee of unsecured creditors. EPAZZ INC: Requires Additional Time to File Form 10-Q ----------------------------------------------------- Epazz, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2014. The Company said it has been unable to complete its Quarterly Report within the prescribed time because of delays in completing the preparation of its financial statements and its management discussion and analysis. About EPAZZ Inc. Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of Illinois on March 23, 2000, to create software to help college students organize their college information and resources. The idea behind the Company was that if the information and resources provided by colleges and universities was better organized and targeted toward each individual, the students would encounter a personal experience with the college or university that could lead to a lifetime relationship with the institution. This concept is already used by business software designed to retain relationships with clients, employees, vendors and partners. Epazz reported a net loss of $3.37 million on $750,139 of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $1.90 million on $1.19 million of revenue for the year ended Dec. 31, 2012. The Company's balance sheet at June 30, 2014, showed $1.99 million in total assets, $3.75 million in total liabilities and a $1.75 million total stockholders' deficit. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has an accumulated deficit of $(7,501,994) and a working capital deficit of $(1,283,338), which raises substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Company said in the 2013 Annual Report that it will need to raise additional funds to continue to operate as a going concern. "We cannot be certain that any such financing will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue and expand our business. We intend to overcome the circumstances that impact our ability to remain a going concern through a combination of the commencement of additional revenues, of which there can be no assurance, with interim cash flow deficiencies being addressed through additional equity and debt financing. Our ability to obtain additional funding for the remainder of the 2014 year and thereafter will determine our ability to continue as a going concern. There can be no assurances that these plans for additional financing will be successful. Failure to secure additional financing in a timely manner to repay our obligations and supply us sufficient funds to continue our business operations and on favorable terms if and when needed in the future could have a material adverse effect on our financial performance, results of operations and stock price and require us to implement cost reduction initiatives and curtail operations. Furthermore, additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that we relinquish valuable rights. In the event that we are unable to repay our current and long-term obligations as they come due, we could be forced to curtail or abandon our business operations, and/or file for bankruptcy protection; the result of which would likely be that our securities would decline in value and/or become worthless." ERF WIRELESS: Needs Additional Time to File Form 10-Q ----------------------------------------------------- ERF Wireless filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2014. The Company intends to file the Form 10-Q within the permitted extension period. About ERF Wireless Based in League City, Texas, ERF Wireless, Inc., provides secure, high-capacity wireless products and services to a broad spectrum of customers in primarily underserved, rural and suburban parts of the United States. ERF Wireless reported a net loss attributable to the Company of $7.26 million in 2013, a net loss attributable to the Company of $4.81 million in 2012 and a net loss attributable to the Company of $3.37 million in 2011. The Company's balance sheet at June 30, 2014, showed $3.59 million in total assets, $11.69 million in total liabilities and a $8.10 million total shareholders' deficit. EVERYWARE GLOBAL: Appoints Ellen Richstone to Board --------------------------------------------------- EveryWare Global, Inc., announced that Ellen B. Richstone has been appointed to the Company's Board of Directors, effective the day after the filing of the Company's third quarter financials. Ms. Richstone has also been named Chair of the Company's Audit Committee. Ms. Richstone brings over 38 years of operating and executive leadership to EveryWare. From an operating perspective, Ms. Richstone served as the president and CEO of the Entrepreneurial Resources Group, growing the Company by a multiple of three in a two year time period. She has also been a chief financial officer for both public and private companies ranging in size from early stage up to US$3 Billion in revenue and is a former Fortune 500 CFO. As a Board Member, she has experience as a Financial Expert, Audit Committee Chair, Compensation Committee member, and Nominating Committee Chair. She was the Financial Expert on the American Power Conversion Board until its sale for US $6.0 billion in cash, an 82% premium. Sam Solomon, chief executive officer of EveryWare stated, "We are very pleased that Ellen is joining EveryWare's Board of Directors. Ellen is a seasoned executive and board member who brings a wealth of finance knowledge and operational experience to our board and her extensive leadership experience will make her a valuable asset to our team. We expect she will add many valuable contributions as we continue to transform this business." Ms. Richstone is currently on the Board of Bioamber and eMagin in addition to being on the Board of the National Association of Corporate Directors-New England Chapter. She is also a member of the Corporate Directors Group, the Board Leaders Group, and the Women Corporate Directors Organization. In 2013, she was awarded the first annual Distinguished Director Award from the Corporate Directors Group, an organization of 1400 public company directors nationwide. About EveryWare EveryWare Global, Inc. is a global marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico, Latin America, Europe and Asia. Its global platform allows it to market and distribute internationally its total portfolio of products, including bakeware, beverageware, serveware, storageware, flatware, dinnerware, crystal, buffetware and hollowware; premium spirit bottles; cookware; gadgets; candle and floral glass containers; and other kitchen products, all under a broad collection of widely-recognized brands. As of June 30, 2014, the Company had $274.33 million in total assets, $400.64 million in total liabilities and a $126.30 million total stockholders' deficit. For the six months ended June 30, 2014, the Company reported a net loss of $65.29 million on $194.63 millin of total revenues compared to a net loss of $2 million on $200.18 million of total revenues for the same period during the prior year. * * * As reported by the TCR on Aug. 6, 2014, Standard & Poor's Ratings Services raised its corporate credit rating on EveryWare Global Inc. to 'CCC+' from 'CCC-'. "The upgrade reflects our view that a default scenario is less likely as a result of a $20 million investment from majority owner, Monomoy Capital Partners, in addition to a waiver received for the covenant default in the quarter ended March 2014 and the expected covenant default in the quarter ended June 2014. EXIDE TECHNOLOGIES: Anticipates March 2015 Plan Confirmation ------------------------------------------------------------ Exide Technologies filed with the U.S. Bankruptcy Court for the District of Delaware a plan of reorganization and accompanying disclosure statement providing the following terms: (a) Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264.1 million of New First Lien High Yield Notes; (iii) $283.8 million of New Second Lien Convertible Notes. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million. (b) The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis. (c) New Exide Common Stock would be allocated as follows: 15.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. The Debtor's DIP Credit Agreement requires the Debtor to obtain: (i) Court approval for a disclosure statement no later than Jan. 15, 2015, (ii) confirmation of an acceptable plan of reorganization no later than March 10, 2015, and (iii) the Effective Date for an acceptable plan of reorganization no later than March 31, 2015. A full-text copy of the Disclosure Statement dated Nov. 17, 2014, is available at http://bankrupt.com/misc/EXIDEds1117.pdf About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. F & H ACQUISITION: Wants Removal Period Extended to March 12 ------------------------------------------------------------ F & H Acquisition Corp., et al., ask the Bankruptcy Court to enter an order extending the period within which the Debtors may remove actions pursuant to 28 U.S.C. Sec. 1452 through and including March 12, 2015. The Debtors are parties to actions currently pending in the courts of certain states and federal districts, and believe that it is prudent to seek an extension of the time established by Bankruptcy Rule 9027 to protect the rights of the Debtors and their estates to remove these actions. About F & H Acquisition Corp. Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors had 101 restaurants located in 27 states and 6,000 employees. F & H disclosed $122,115,200 in assets and $122,579,631 in liabilities as of the Chapter 11 filing. The Debtors are represented by Robert S. Brady, Esq., Robert F. Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway, Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman, Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at Olshan Frome Wolosky, LLP of New York, NY. Imperial Capital LLC as financial advisor; and Epiq Bankruptcy Solutions as claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Los Angeles, California. By order dated Feb. 28, 2014, the Court approved the sale of substantially all of the assets pursuant to an Asset Purchase Agreement, dated as of Feb. 7, 2014, by and among the Debtors and Cerberus Business Finance, LLC, as buyer. The sale closed on March 12, 2014. FAIRFIELD SENTRY: 2nd Circuit Cracks Door After Sale Ruling ----------------------------------------------------------- Law360 reported that the Second Circuit ordered the liquidator of an offshore Madoff feeder fund, who is seeking to undo the imprudent sale of a $230 million claim against the con man's defunct securities firm, to show why other arguments can't be considered to sink his bid in U.S. courts to undo the deal. As previously reported by The Troubled Company Reporter, Michael L. Cook, Esq., at Schulte Roth & Zabel LLP posted on the Firm's website that the U.S. Court of Appeals for the Second Circuit, on Sept. 26, 2014, held that a U.S. bankruptcy court was required to conduct a full review of Fairfield Sentry Ltd.'s sale of property "within the territorial jurisdiction of the United States," relying on the "plain" language of Bankruptcy Code Section 1520(a)(2). According to Mr. Cook, the bankruptcy court also "erred when it gave deference to a foreign court's approval of the asset sale." About Fairfield Sentry Fairfield Sentry is being liquidated under the supervision of the Commercial Division of the High Court of Justice in the British Virgin Islands. It is one of the funds owned by the Fairfield Greenwich Group, an investment firm founded in 1983 in New York City. Fairfield Sentry and other Greenwich funds had among the largest exposures to the Bernard L. Madoff fraud. Fairfield Sentry Limited filed for Chapter 15 protection (Bankr. S.D.N.Y. Case No. 10-13164) on June 14, 2010. Fairfield Sentry became the subject of a BVI liquidation, and a BVI court appointed the Liquidator under BVI law. The Liquidator then sought recognition of the BVI liquidation as a foreign main proceeding under Chapter 15 of the Code in the Southern District of New York. The Bankruptcy Court entered an order granting recognition of the Fairfield Sentry case on July 22, 2010, enabling the Liquidator to use the U.S. Bankruptcy Court to protect and administer Fairfield Sentry's assets in the U.S. FCC HOLDINGS: Files Schedules of Assets and Liabilities ------------------------------------------------------- FCC Holdings, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $203,351,716 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $47,630,117 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $0 ----------- ----------- Total $203,351,716 $47,630,117 A copy of the schedules is available for free at http://bankrupt.com/misc/FCCHoldings_194_SALs.pdf The Court granted the Debtor until Oct. 21, 2014, to file its schedules of assets and liabilities, and schedules of executory contract and unexpired leases, and statement of financial affairs. About FCC Holdings FCC Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on Aug. 25, 2014. Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates provide quality postsecondary education in fourteen states. The FCC schools were started by David Knobel in 1994 in Fort Lauderdale, Florida, and, as of the bankruptcy filing, are owned by Greenhill Capital Partners. Prior to the Petition Date, the Company, which currently operates under the name "Anthem Education," had three sets of schools -- the 14 Florida Career College schools; the 22 Anthem Education schools; and the 5 US Colleges schools. The Debtors' outstanding secured obligations are $49,000,000, plus interest and fees, comprised of: Tranche A Loans of $18.6 million, Tranche B Loans of $29.1 million, and existing letters of credit of $1.39 million. The Debtors also have unsecured debt of $15 million. Judge Christopher S. Sontchi is assigned to the Chapter 11 cases. The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, as counsel, and KCC as claims and notice agent. The U.S. Trustee has appointed three members to the Official Committee of Unsecured Creditors. The Committee retained Womble Carlyle Sandridge & Rice, LLP, and Ottenbourgh P.C. as its co- counsel. FIRED UP: Johnny Carino's Restaurants Set Dec. 8 Plan Date ---------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the bankruptcy court approved disclosure materials explaining Johnny Carino's Italian's plan under which unsecured creditors are projected to have a 28 percent recovery and scheduled the confirmation hearing for approval of the plan for Dec. 8. According to the report, as part of a settlement, the principal secured creditor FRG Capital LLC reduced its $13 million claim to $11.5 million. About Fired Up, Inc. Fired Up, Inc., the Austin, Texas-based owner and operator of the Johnny Carino's Italian restaurant chain, sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March 27, 2014, in Austin. The Debtor is represented by attorneys at Barron & Newburger, P.C., in Austin. It estimated assets and debt of $10 million to $50 million. As of the bankruptcy filing, Fired Up had 2,900 employees and owned and operated 46 company-owned stores known as Johnny Carino's Italian in seven states (Texas, Arkansas, Colorado, Louisiana, Idaho, Kansas and Missouri) and 61 franchised or licensed locations in 17 states and four other countries (Bahrain, Dubai, Egypt and Kuwait). The company began its own "out of court" reorganization in the last quarter of 2013 by closing 20 unprofitable restaurants. The company later opted to seek bankruptcy protection to tie up the "loose ends" of its self-imposed "reorganization" that did not appear capable of being tied up without litigation. In particular, the provisions of the Bankruptcy Code with respect to the rejection of burdensome leases and the ability to propose and pay out its debts pursuant to a Plan without piecemeal prosecution by random uncooperative creditors undermining same were particularly attractive. For the fiscal year ending June 27, 2012, the company reported total revenues of $125.7 million, net income of $614,000, and guest counts of 8.6 million. For the fiscal year ending June 26, 2013, the company reported total revenues of $120.8 million, a net loss of $5.9 million, and guest counts totaling 8.5 million. The Debtor disclosed $10,360,877 in assets and $36,139,375 in liabilities. Creed Ford III is the majority shareholder and has served as president and CEO since 2008. Mr. Ford and Norman J. Abdallah formed Fired Up in 1997 for the purpose of acquiring the then six- unit Johnny Carino's Italian Kitchen chain from Brinker International, Inc. The U.S. Trustee appointed a seven-member Official Committee of Unsecured Creditors. The Committee tapped Pachulski Stang Ziehl & Jones LLP as its counsel, and FTI Consulting, Inc. as its financial advisor. FIRST DATA: James Nevels Named to Board of Directors ---------------------------------------------------- The Board of Directors of First Data Corporation voted to expand the number of directors that constitute the Board from seven to eight and elected James E. Nevels as a director of the Company. Mr. Nevels is Chairman of The Swarthmore Group, a minority-owned investment-advisory firm that he founded in 1991, and Chairman of The Hershey Company. The Board may appoint Mr. Nevels to one or more committees of the Board but any appointment will be determined at a future date. First Data Holdings Inc., the parent company of the Company, also elected Mr. Nevels to its board of directors and he will receive the compensation for non-employee directors not associated with Kohlberg Kravis Roberts & Co. There are no arrangements or understandings between Mr. Nevels and any other person pursuant to which he was selected to become a member of the Board. There also are no transactions between Mr. Nevels and the Company or any subsidiary of the Company that are reportable under Item 404(a) of Regulation S-K. About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the Company of $869.1 million in 2013, a net loss attributable to the Company of $700.9 million in 2012 and a net loss attributable to the Company of $516.1 million in 2011. The balance sheet at Sept. 30, 2014, showed $34.0 billion in total assets, $30.84 billion in total liabilities, $69.7 million in redeemable noncontrolling interest and $3.07 billion in total equity. * * * The Company carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FORMFACTOR INC: Posts $277K Net Loss for Sept. 27 Quarter --------------------------------------------------------- FormFactor, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $277,000 on $73.9 million of revenues for the three months ended Sept. 27, 2014, compared with a net loss of $10.7 million on $67.6 million of revenues for the three months ended Sept. 28, 2013. The Company's balance sheet at Sept. 27, 2014, showed $344.5 million in total assets, $55.3 million in total liabilities, and total stockholders' equity of $289.23 million. A copy of the Form 10-Q is available at: http://is.gd/aWqqPD FormFactor designs, develops, manufactures, sells and supports precision, high performance advanced semiconductor wafer probe card products and solutions. FRED FULLER: Wants Expedited Sale of Assets to Rymes Heating ------------------------------------------------------------ Kirk Enstrom and Adam Sexton at WMUR-TV report that attorneys for Fred Fuller Oil & Propane Co., Inc., are asking that a sale of the Company to Rymes Heating Oils be expedited, saying that the company may not be able to operate past Monday. Kathryn Marchocki at Nashuatelegraph.com relates that Rymes Heating would pay about $10 million to buy out the Company's assets under a tentative agreement. The Company admitted in a Nov. 18 court filing that it won't be able to continue operating without a major cash infusion. WMUR-TV quoted Fred Fuller bankruptcy attorney Bill Gannon as saying, "The fact is, the company has very little cash. In order to continue ordinary course operations it would need to raise money either through a DIP loan, or an interim management loan, or a management agreement in which a buyer came over and took over the operations." According to the court filing, a legitimate emergency exists because winter is coming, and without a sale, clients might not get their oil deliveries and workers' jobs could be threatened. The court filing says that the expedited sale to Rymes Heating is backed by Sprague and the New Hampshire Attorney General's Office. WMUR-TV reports that if the U.S. Bankruptcy Court for the District of New Hampshire approves the expedited sale, a hearing will be held Monday. The court filing states that owner Fred Fuller will not receive any money or property from the sale and is even conveying personal real estate as part of the deal. The Company's lawyers, according to the court filing, say that other potential buyers probably couldn't be found if the sale process proceeds normally. Mr. Fuller tried selling the Company before the bankruptcy filing but couldn't obtain any offers, WMUR- TV relates, citing the lawyers. According to Nashuatelegraph.com, Rymes Propane co-owner Thomas Rymes said that Rymes Propane aims to keep as many of the Company's estimated 100 workers as possible under the tentative deal. About Fred Fuller Oil Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc., the largest heating oil company in the state, serving about 30,000 New Hampshire customers. It sought Chapter 11 protection (Bankr. D. N.H. Case No. 14-12188) in Manchester, New Hampshire, on Nov. 10, 2014, without stating a reason. It estimated $10 million to $50 million in assets and debt. The Nov. 10, 2014 court filing show that the Debtor has about $13.5 million in debts. Jeremy Blackman at Concord Monitor reports reports that the Debtor owes more than $276,000 to Harvard Pilgrim Health Care and nearly $94,000 to the city of Laconia and the towns of Hudson, Milford and Northfield. According to Concord Monitor, the bankruptcy case the bankruptcy case was initially filed on Nov. 10 under Chapter 7, but that has since been terminated and replaced with a Chapter 11 restructuring proposal. William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester, serves as counsel to the Debtor. Fredrick J. Fuller, the president, signed the bankruptcy petition. FREEDOM INDUSTRIES: ARCADIS to Continue Work on Facility -------------------------------------------------------- Freedom Industries, Inc., asks the Bankruptcy Court for permission to modify terms of employment of ARCADIS U.S., Inc. as environmental consultant effective as of Oct. 10, 2014. On July 2, the Debtor filed an expedited application to employ ARCADIS as environmental consultant to replace the Debtor's then existing environmental consultant, Civil & Environmental Consultants, Inc. The Court approved the original ARCADIS application on July 2. The terms and conditions under which ARCADIS was retained were finite in scope and duration. Aug. 25, 2014 was the final week of the compensable period under the original ARCADIS application. The second ARCADIS application provided, inter alia, that the Debtor was transitioning into the final stages of its efforts to comply with the DEP Consent Order, which included: (i) comprehensive water and soil investigating; and (ii) to the extent required following extensive investigation and follow up negotiation with the DEP, actual remediation. ARCADIS will further continue the role for ongoing remediation of its Charleston facility and to ensure continued compliance with the Consent Order between the Debtor and the West Virginia DEP. ARCADIS' current customary hourly rates for the individuals expected to participate in the cases range from $55 to $200. Pursuant to the terms of the engagement letter providing for expanded services submitted by ARCADIS, the total cost of time and expenses charged to the Debtor for its modified role in the bankruptcy case will not exceed $160,000 with respect to the continuation of services previously approved by the Bankruptcy Court in the original ARCADIS application and the second ARCADIS application. About Freedom Industries Freedom Industries Inc., is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, 2014, the Bankruptcy Court approved the hiring of Mark Welch at MorrisAnderson in Chicago as Freedom's chief restructuring officer. FREEDOM INDUSTRIES: ARCADIS to Continue Hold $100,000 Retainer -------------------------------------------------------------- The Bankruptcy Court authorized Freedom Industries, Inc., to modify employment of ARCADIS U.S., Inc., as environmental consultant. The modification provides that ARCADIS will continue to hold the $100,000 retainer previously authorized by order of the Court dated July 2, 2014, under the same terms and conditions as authorized thereunder. As reported in the Troubled Company Reporter on Sept. 26, 2014, the Bankruptcy Court authorized the Debtor to expand terms of employment of ARCADIS U.S., Inc. as environmental consultant effective as of Sept. 1, 2014. The Debtor sought to expand the retention of ARCADIS because of the firm's ability to provide onsite project management oversight, environmental testing, remediation planning and oversight, and technical support. The expanded retention of ARCADIS will ensure that the terms of the DEP Consent Order will be effectuated and that remediation of the Etowah Facility proceeds to completion. The hourly rates charged by ARCADIS are consistent with the rates charged in comparable non-bankruptcy matters and are subject to periodic adjustments to reflect economic and other conditions. The Debtor will pay ARCADIS on a weekly basis its arrears for work performed and expenses incurred by ARCADIS in the prior week. ARCADIS' current customary hourly rates for the individuals expected to participate in the cases range from $55 to $200 per hour. Pursuant to the terms of the engagement letter providing for expanded services submitted by ARCADIS, the total cost of time and expenses charged to the Debtor for its expanded role in the bankruptcy case will not exceed $263,775 with respect to the continuation of services approved by the Bankruptcy Court in the Original ARCADIS application and $305,110 with respect to facility assessment and reporting. About Freedom Industries Freedom Industries Inc., is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, 2014, the Bankruptcy Court approved the hiring of Mark Welch at MorrisAnderson in Chicago as Freedom's chief restructuring officer. FULLCIRCLE REGISTRY: Somerset CPAs Okayed as Accountants -------------------------------------------------------- The Board of Directors of FullCircle Registry, Inc., approved the appointment of Somerset CPAs, P.C., as the Company's independent registered public accounting firm, to audit the financial statements of the Company for the fiscal year ended Dec. 31, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. During the Company's past two fiscal years, and through Nov. 7, 2014, the date on which Somerset's appointment was approved, neither the Company, nor any person on its behalf, has consulted with Somerset with respect to either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or any matter that was either the subject of a disagreement or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). Further, no written report or oral advice was provided by Somerset to the Company that it concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting of an issue. About FullCircle Registry Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the acquisition of small profitable businesses. FullCircle Registry, Inc., has become a holding company with three subsidiaries. They are FullCircle Entertainment, Inc., FullCircle Insurance Agency, Inc. and FullCircle Prescription Services, Inc. Target companies for future acquisition are those in search of exit plans for the owners and are intended to continue autonomous operations as current ownership is phased out over a period of 3-5 years. FullCircle Registry reported a net loss of $448,102 on $1.88 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $369,784 on $1.86 million of revenues during the prior year. As of June 30, 2014, the Company had $5.75 million in total assets, $6.06 million in total liabilities and a $306,851 total stockholders' deficit. Rodefer Moss & Co., PLLC, in New Albany, Indiana, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that FullCircle has suffered recurring losses from operations and has a net working capital deficiency that raises substantial doubt about the company's ability to continue as a going concern. GARLOCK SEALING: PI Panel Cries Fraud, Wants to Reopen Estimation ----------------------------------------------------------------- The Official Committee of Asbestos Personal Injury Claimants formed in the Chapter 11 case of Garlock Sealing Technologies LLC is asking the Bankruptcy Court to reopen the record of the estimation proceeding to permit the presentation of supplemental evidence after certain additional discovery. The Committee says it has discovered through its own outside efforts that Garlock has violated the Bankruptcy Court's orders to produce documents to the Committee, and that Garlock's violations permitted Garlock to present false testimony to the Court at the estimation hearing -- false testimony the Court incorporated into its findings. According to the Committee, it turns out that Garlock itself failed to produce in the estimation discovery, materials that the Court ordered it to produce and that demonstrate in key cases that Garlock had in abundance the evidence it claimed to lack. "Garlock has committed a fraud upon the Court. The Committee has discovered through its own outside efforts that Garlock has violated this Court's orders to produce documents to the Committee, and that these violations permitted Garlock to present false testimony to the Court at the estimation hearing -- false testimony the Court incorporated into its findings. For example, in violation of the Court's August and October 2012 orders, Garlock failed to produce depositions and documents that would demonstrate that for years Garlock had ample evidence that Robert Treggett was exposed to Unibestos on the USS John Marshall, even as Richard Magee, Garlock's general counsel, testified at the estimation hearing that "we didn't have specific proof that Unibestos was on that specific ship." And while Garlock was concealing its own knowledge from the Court, Garlock was accusing Mr. Treggett and his counsel of failing to disclose evidence," counsel to the Committee, Trevor W. Swett, Esq., at Caplin & Drysdale, Chartered, explained in a court filing. A full-text of the memorandum of law in support of the Committee's motion is available for free at: http://bankrupt.com/misc/Garlock_Comm_Memo_Estimation.pdf Garlock is opposing the Committee's motion. "The Committee's Motion makes an inflammatory claim, but its substance is remarkably thin. The Motion does not even mention, much less attack, the fundamental bases of the Court's Estimation Opinion. There the Court found, on the basis of the scientific and social science evidence presented at the estimation trial, that "[i]t is clear that Garlock's products resulted in a relatively low exposure to asbestos to a limited population and that its legal responsibility for causing mesothelioma is relatively de minimus." Estimation Opinion at 73. This was because "predominantly, Garlock's products exposed people to only a low-dose of a relatively less potent chrysotile asbestos and almost always in the context where they were exposed to much higher doses of more potent amphibole asbestos. So, across all potential claims, Garlock's liability for mesothelioma should be relatively small." Id. at 75; see also id. at 82 (same). As a result, the Court found that "[t]he best evidence of Garlock's aggregate responsibility is the projection of its legal liability that takes into consideration causation, limited exposure and the contribution of exposures to other products." Id. at 73. It then found that Debtors' expert had reliably accounted for these elements in an econometric model that estimated Garlock's liability at $125 million. Id. at 95-97. The Committee's Motion challenges none of these findings." The Official Committee of Asbestos Personal Injury Claimants is represented by: CAPLIN & DRYSDALE, CHARTERED Trevor W. Swett III Leslie M. Kelleher James P. Wehner One Thomas Circle, N.W. Washington, DC 20005 Telephone: (202) 862-5000 E-mail: tswett@capdale.com lkelleher@capdale.com jwehner@capdale.com - and - Elihu Inselbuch, Esq. 600 Lexington Avenue, 21st Floor New York, NY 10022 Telephone: (212) 379-0005 E-mail: einselbuch@capdale.com - and - MOON WRIGHT & HOUSTON, PLLC Travis W. Moon 227 West Trade Street, Suite 1800 Charlotte, NC 28202 Telephone: (704) 944-6560 E-mail: tmoon@mwhattorneys.com 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. GARLOCK SEALING: Simon Greenstone Wants Asbestos RICO Suit Nixed ---------------------------------------------------------------- Law360 reported that Simon Greenstone Panatier Bartlett PC asked a North Carolina federal judge to dismiss allegations from bankrupt gasket sealer Garlock Sealing Technologies LLC that the law firm engaged in racketeering while settling personal injury asbestos claims, saying that the manufacturer's claims are time-barred. According to the report, Simon Greenstone told the North Carolina court that Garlock knew, or should have known, about the alleged fraud and conspiracy by 2009 but waited until 2014 to file suit against it and four other plaintiffs firms after the statutes of limitation had already run out. The statutes of limitation for Racketeer Influenced and Corrupt Organizations Act for federal civil RICO and state law fraud claims are respectively four and three years, the report said, citing the firm. The case is Garlock Sealing Technologies LLC et al. v. Belluck & Fox LLP et al., case number 3:14-cv-00118, in the U.S. District Court for the Western District of North Carolina. 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. GENCO SHIPPING: Files Q3 Form 10-Q, Names New President ------------------------------------------------------- Genco Shipping & Trading Limited filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company (successor) of $18.29 million on $44.69 million of total revenues for the period from July 9 to Sept. 30, 2014. For the period from July 1 to July 9, 2014, the Company (predecessor) reported net income attributable to the Company of $892.91 million. The Company also reported a net loss attributable to the Company (predecessor) of $35.03 million for the three months ended Sept. 30, 2013. For the period from January 1 to July 9, 2014, the Company (predecessor) reported net income attributable to the Company of $793.29 million. As of Sept. 30, 2014, the Company (successor) had $1.92 billion in total assets, $443.07 million in total liabilities and $1.48 billion in total equity. On July 2, 2014, the Bankruptcy Court entered an order confirming the First Amended Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code. On July 9, 2014, the Debtors completed their financial restructuring and emerged from Chapter 11 through a series of transactions contemplated by the Plan, and the Plan became effective pursuant to its terms. References to "Successor Company" refer to the Company after July 9, 2014, after giving effect to the application of fresh-start reporting. References to "Predecessor Company" refer to the Company prior to July 9, 2014. A full-text copy of the Form 10-Q is available at: http://is.gd/Vw2uNC Appoints John Wobensmith as President Genco Shipping announced that John C. Wobensmith, the Company's chief financial officer, has been appointed as president effective Dec. 19, 2014. He will succeed Robert Gerald Buchanan, who will retire as of the same date. Mr. Buchanan has served as president of Genco since June 2005. Peter C. Georgiopoulos, Chairman of the Board, commented, "John's appointment as President represents the significant contributions he has made to Genco since joining the Company close to a decade ago as well as his deep knowledge of the drybulk industry. John has played a critical role in strengthening Genco's prospects and I am confident that under his leadership the Company is poised to both further strengthen its standing in the drybulk industry and create long-term shareholder value. I would also like to thank Gerry for his years of service and dedication as President of Genco. We wish him the best in his upcoming retirement." Mr. Wobensmith has over 20 years of experience in the shipping industry and has served as Genco's chief financial officer since April 2005. Since 2010, he held the roles of president, chief financial officer, principal accounting officer, secretary and treasurer of Baltic Trading Limited, a subsidiary of the Company. Prior to joining Genco, he was senior vice president with American Marine Advisors, Inc., an investment bank focused on the shipping industry. Mr. Wobensmith worked in the international maritime lending group of The First National Bank of Maryland from 1993 through 2000, serving as a vice president from 1998. He has a bachelor's degree in economics from St. Mary's College of Maryland and holds the Chartered Financial Analyst designation. The Company also announced that Apostolos Zafolias has been appointed as chief financial officer and Joseph Adamo has been appointed as chief accounting officer effective the same date as Mr. Wobensmith's appointment as president. Mr. Georgiopoulos added, "Apostolos has played an integral role in the execution of Genco's finance strategy since joining the Company in 2005 and his appointment is well deserved. His knowledge of the Company and drybulk industry as well as his strong leadership abilities make him an ideal fit to succeed John as Chief Financial Officer. I would also like to congratulate Joe on being named Chief Accounting Officer. He has been an invaluable member of the finance team and has demonstrated an unrelenting commitment to ensuring that Genco maintains a high degree of integrity and transparency in its financial reporting.' Mr. Zafolias joined the company in May 2005 and has served as Genco's executive vice president of Finance since July 2013. Mr. Zafolias has approximately 10 years of experience in the shipping industry with a focus on mergers and acquisitions, commercial bank financing, debt and equity capital markets transactions and SEC reporting. Before being appointed executive vice president of Finance, Mr. Zafolias held various finance leadership positions at the Company. He holds a bachelor of science degree from Babson College. Mr. Adamo joined the company in June 2005 and has served as Treasurer/Controller since April 2010. Prior to joining the Company, Mr. Adamo was a turnaround consultant providing restructuring advisory services to distressed companies and served as chief financial officer for two private companies. Mr. Adamo started his career in public accounting working for PriceWaterhouse, currently PriceWaterhouseCoopers LLP. He has a bachelor's degree in accounting from Pace University and is a licensed Certified Public Accountant. Additional information is available for free at: http://is.gd/lkUWcM * * * Genco Shipping was unable to file its quarterly report on Form 10- Q for the quarterly period ended Sept. 30, 2014, in a timely manner. The Company and its subsidiaries (other than Baltic Trading Limited and its subsidiaries) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York and emerged from Chapter 11 on July 9, 2014. Due to the demands associated with the Chapter 11 Cases, the Company's emergence from Chapter 11, and related activities including the application of fresh start accounting, despite diligent efforts, the Company has been unable to complete the preparation, review, and filing of its Quarterly Report on Form 10-Q within the prescribed time period without unreasonable effort and expense. The Company anticipates filing its Quarterly Report within the additional time provided by the filing. About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. Wilmington Trust, N.A., in its capacity as successor administrative and collateral agent under a 2007 credit agreement, is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP. Credit Agricole Corporate & Investment Bank, as agent and security trustee under an August 2010 Loan Agreement; Deutsche Bank Luxembourg S.A., as agent, and Deutsche Bank AG Fillale Deutschlandgeschaft, as security agent and bookrunner under the August 2010 Loan Agreement, are represented by Alan Kornberg, Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents the Pre-Petition $100 Million and $253 Million Credit Facilities. The Bank of New York Mellon, the indenture trustee for Genco's 5.00% Convertible Senior Notes due Aug. 15, 2014, and the informal group of 5.00% Convertible Senior Notes due August 15, 2014, are represented by Michael Stamer, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump also represents the Informal Convertible Noteholder Group. Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta, Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP. Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc Consortium of Equity Holders. Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq., Washington, DC, represents Deutsche Bank as Pre-Petition Lender, and Credit Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy Lender. Dechert LLP's Allan S. Brilliant, Esq., represents the Entities Managed by Aurelius Capital Management, LP. The U.S. Trustee has appointed an Official Committee of Equity Security Holders. The Equity Committee members are (1) Aurelius Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic Partners, LP. It is represented by Steven M. Bierman, Esq., Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan, Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP. Genco had filed a motion to disband the Equity Committee, complaining that it is unnecessary and wasteful of the estates' resources. GENERAL MOTORS: Recalled Cars Remain Unrepaired ----------------------------------------------- Hilary Stout and Rebecca R. Ruiz, writing for The New York Times' DealBook, reported that nearly nine months after General Motors began recalling millions of its cars for a dangerously defective ignition switch, almost half of the vehicles still have not been fixed. According to the report, a spokesman for the automaker said it was increasing its outreach to owners through social media and a new call center staffed with 72 employees dedicated to contacting those who have not scheduled repairs. 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. The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned a rating of 'BB+' to GM's proposed issuance of senior unsecured notes. The existing Issuer Default Rating (IDR) for GM is 'BB+' and the Rating Outlook is Positive. GENERAL MOTORS: New GM Fends Off Liability on Defective Switches ---------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that General Motors LLC has filed papers in bankruptcy court explaining why the judge should absolve the reincarnated auto maker from loss of value in cars with defective ignition switches. 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. The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned a rating of 'BB+' to GM's proposed issuance of senior unsecured notes. The existing Issuer Default Rating (IDR) for GM is 'BB+' and the Rating Outlook is Positive. GEOSUPPLY INC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Geosupply, Inc. P.O. Box 94238 Phoenix, AZ 85070 Case No.: 14-17235 Chapter 11 Petition Date: November 19, 2014 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Eddward P. Ballinger Jr. Debtor's Counsel: Thomas H. Allen, Esq. ALLEN MAGUIRE & BARNES, PLC Viad Corporate Center 1850 N. Central Ave., #1150 Phoenix, AZ 85004 Tel: 602-256-6000 Fax: 602-252-4712 Email: tallen@ambazlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kent Henderson, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. GETTY PETROLEUM: $1.4 Million AIG Settlement Approved ----------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Getty Petroleum Marketing Inc. won bankruptcy court approval of a settlement with American International Group Inc. generating $1.4 million for creditors under a Chapter 11 plan approved in August 2012 by the bankruptcy court in Manhattan. As previously reported by The Troubled Company Reporter, citing Law360, AIG will pay Getty Petroleum's bankruptcy trustee $1.4 million to settle a claim over how much of more than $10 million in collateral for insurance policies is owed back. Getty Petroleum has always said that the $10.4 million of collateral being held by AIG for general corporate insurance and "claims made" environmental insurance policies was too much. About Getty Petroleum A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing markets gasoline, hydraulic fluids, and lubricating oils through a network of gas stations owned and operated by franchise holders. A former subsidiary of Russian oil giant LUKOIL, the company operates in the Mid-Atlantic and Northeastern US states. Getty Petroleum Marketing's primary asset is the more than 800 gas stations in the Mid-Atlantic states which are located on properties owned by Getty Realty. After scaling back the company's operations to cut debt, in 2011 LUKOIL sold Getty Petroleum Marketing to investment firm Cambridge Petroleum Holding for an undisclosed price. Getty Petroleum and three affiliates filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on Dec. 5, 2011. Judge Shelley C. Chapman presides over the case. Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq., and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New York, N.Y., serve as the Debtors' counsel. Ross, Rosenthal & Company, LLP, serves as accountants for the Debtors. Getty Petroleum Marketing, Inc., disclosed $46.6 million in assets and $316.8 million in liabilities as of the Petition Date. The petition was signed by Bjorn Q. Aaserod, chief executive officer and chairman of the board. The Official Committee of Unsecured Creditors is represented by Wilmer Cutler Pickering Hale and Dorr LLP. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. The Troubled Company Reporter, on Aug. 30, 2012, reported that Getty Petroleum's Creditors' Committee revised the liquidating Chapter 11 plan twice and won approval from the bankruptcy judge in an Aug. 24 confirmation order. Confirming the plan required the use of the cramdown procedure because only 40% of $240 million in unsecured claims voted in favor. GLYECO INC: Reports $1.3 Million Revenue for Third Quarter ---------------------------------------------------------- GlyEco, Inc., reported announced its financial results for the third quarter ended Sept. 30, 2014. "Demand for our proprietary T1(TM) recycled glycol continues to exceed our current processing capabilities," stated John Lorenz, CEO of GlyEco. "As we continue the transition from building capacity to building sales volume, we've had to make investments in staffing, quality control, and other related activities, which has led to increased expenses in the short term. While this impacted operating results year-to-date, we believe we'll see a decline in average cost per unit produced as we move toward our forecasted production and sales levels in 2015." Lorenz continued, "We continue to work on the integration of our acquired facilities, implementing best practices and standardized systems to maximize profitability. Beyond increasing production capacities and ramping staff for higher-volume operations, we remain focused on expanding the network of waste glycol generators we service and the markets we can reach." For the third quarter ended Sept. 30, 2014, revenue increased 10% to $1.3 million, compared to $1.2 million for the year-ago period. The increase in revenue was due to increased production capabilities and corresponding sales from new facilities added in 2013. For the third quarter ended Sept. 30, 2014, the Company realized a profit margin of (15%), compared to (3%) for the year-ago period. The decrease in gross profit was primarily due to continued operating costs and increased investment in staffing, quality control, and other related expenses in preparation for the New Jersey Processing Center to transition to producing high volumes of T1TM material from multiple types of waste glycols. The Company expects its gross profit margin to increase as production volumes increase at its New Jersey Processing Center. Shareholder equity increased 14% to $13 million at the quarter ended Sept. 30, 2014, compared to shareholder equity of approximately $11.2 million at year-end 2013. "The progress we've made this year is significant. Processing capacities at each of our seven facilities in the U.S. has been increased by triple-digit percentages, positioning us to reap ongoing benefits in the months and years to come," John Lorenz further states. "We've also set the stage for international expansion with our recent agreement with Haldor Topsoe A/S, announced in October. Partnering with an esteemed global engineering firm like Haldor Topsoe speaks volumes about the global market potential of our proprietary waste glycol technology. We look forward to updating on this initiative and other achievements in the months ahead." A full-text copy of the press release is available at: http://is.gd/zgX7sp About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. GlyeCo reported a net loss of $4.01 million in 2013, a net loss of $1.86 million in 2012, and a net loss of $592,171 in 2011. The Company's balance sheet at June 30, 2014, showed $15.56 million in total assets, $2.92 million in total liabilities and $12.64 million in total stockholders' equity. Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, 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 yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. GREAT LAKES DREDGE: Moody's Rates New $25MM Add-on Notes Caa1 ------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Great Lakes Dredge & Dock Corporation's proposed $25 million add-on senior unsecured notes due 2019. At the same time, the company's B3 corporate family rating, B3-PD probability of default rating, Caa1 rating on the existing $250 million 7.375% senior unsecured notes due 2019, and an SGL-3 speculative grade liquidity rating were affirmed. The rating outlook remains positive. The proceeds from the $25 million add-on senior unsecured notes will be used to replenish the balance sheet cash that had been applied to partially finance the $50 million acquisition of Magnus Pacific Corporation on November 4, 2014. Credit metrics are expected to remain largely unaffected due to the EBITDA contribution from the Magnus acquisition. The Caa1 rating assigned to the proposed $25 million add-on notes reflects their junior position to the company's $210 million secured revolving credit facility. Moody's expects that the notes will be guaranteed by Great Lakes' existing and any future significant domestic subsidiaries. Ratings assigned: $25 million 7.375% add-on senior unsecured notes due 2019, at Caa1 (LGD-5); Ratings affirmed: Corporate family rating, affirmed at B3; Probability of default rating, affirmed at B3-PD; $250 million 7.375% senior unsecured notes due 2019, affirmed at Caa1 (LGD-5); Speculative grade liquidity rating, affirmed at SGL-3; Outlook, Positive Ratings Rationale Great Lakes' B3 corporate family rating reflects the highly cyclical and high fixed-cost nature of the dredging industry, substantial customer concentration and dependence on government funding priorities. Historical earnings variability from quarter to quarter due to the effect of impacts from adverse weather conditions on equipment utilization, changing funding availability and variation in quarterly backlog levels also underscore the ratings. These factors are counterbalanced by Great Lakes' strong market position in the domestic dredging industry, healthy backlog and high barriers to entry created by the Jones Act and the sizable amount of capital required to enter the dredging business. Great Lakes' SGL-3 liquidity rating reflects Moody's expectation that the company will maintain an adequate liquidity profile over the intermediate term. Moody's expects free cash flow to turn positive over the next twelve to eighteen months in anticipation of growing levels of EBITDA on improving operating margins attributable to greater equipment utilization. Of note, the company expects to fund $40 million of the remaining cost of its $140 million ATB ("Articulated Tug Barge") hopper dredge with internal cash flow from operations. The ratings also anticipate that the company's $210 million revolving credit facility could be used to fund working capital swings, if needed. Pro forma for the proposed add-on notes, revolver availability at September 30, 2014 after accounting for letters of credit approximated $92 million. The company is expected to maintain adequate headroom under covenants over the intermediate term. The positive outlook is supported by expectations that operating performance and margins will improve as the company executes on its backlog and generates new business from current bidding activity. In Moody's view, investments the company has made to date could support anticipated revenue growth over the intermediate term. The ratings could be raised if the company improves its liquidity position including free cash flow generation, continues to report a healthy backlog and debt to EBITDA is sustained below the 4.5 times range, inclusive of ATB dredge-related financing. A meaningful deterioration in the company's earnings performance, liquidity profile or financial metrics such that debt/EBITDA exceeds 6.0 times could pressure ratings. The principal methodology used in these ratings was Global Construction Methodology published in November 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. Great Lakes Dredge & Dock Corporation, founded in 1890 and headquartered in Oak Brook, Illinois is the largest provider of dredging services in the United States with a portion of revenues generated abroad. The company also offers environmental and remediation services. Pro forma for the Magnus acquisition, annual revenues approximate $900 million. GREAT LAKES DREDGE: S&P Hikes CCR to B on Improved Debt Leverage ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Oak Brook, Ill.-based Great Lakes Dredge & Dock Corp. (Great Lakes) to 'B' from 'B-'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's senior unsecured notes (including the $25 million add- on) to 'B' from 'B-'. The '4' recovery rating on the company's senior unsecured notes remains unchanged and indicates S&P's expectation for average recovery (30%-50%) in the event of a payment default. "The rating reflects improved debt leverage at the company, as well as our view that credit measures will continue to improve in 2015," said Standard & Poor's credit analyst Robyn Shapiro. "The sale of the demolition business earlier this year has improved operating performance and debt leverage, as that segment's results had been volatile and often negative. 2015 operating performance will benefit from the company's growing backlog, which has increased substantially as the company is witnessing a record volume of bids. Additionally, we expect any future debt-financed acquisitions will have a similar profile to the recent Magnus acquisition, and that they will not meaningfully increase debt leverage on a pro forma basis." Great Lakes' business risk profile is characterized by some demand cyclicality and high customer concentration with the U.S. federal government, particularly the U.S. Army Corps of Engineers. Great Lakes operates the largest fleet of dredging equipment in the U.S. S&P believes that the industry's high fixed-capital costs and the Foreign Dredge Act (1906) and Merchant Marine Act (1920), which essentially prohibit foreign dredges or foreign- owned dredging companies from operating in the U.S., will continue to act as barriers to entry to this mature and competitive industry. The company's revenues will likely continue to depend on annual appropriations from the federal government for dredging projects and local jurisdictions that provide matching funds. S&P expects order patterns to be intermittent and, from time to time, for adverse weather to delay projects significantly and increase costs on fixed-price contracts, such as Hurricane Sandy during the fourth-quarter 2012 and Hurricane Isaac during the third quarter 2012. However, adverse weather can also generate unforeseen recovery work, and the company has won a number of coastal protection projects in the aftermath of Sandy. S&P also expects Great Lakes to continue, on average, to win approximately 40% of the combined domestic bid market (consisting of capital, beach nourishment, maintenance dredging, and rivers and lakes projects), as it has historically. GREAT PLAINS: Trustee to Take Over If Milestones Not Met -------------------------------------------------------- The Bankruptcy Court, in relation to Great Plains Exploration, LLC, et al.'s fourth motion for extension of settlement terms pursuant to the settlement agreement dated March 17, 2014, directed the U.S. Trustee to appoint a Chapter 11 trustee in the case, to assume that position effective Nov. 13, 2014. The Court also ordered that if by Nov. 13, the Debtor reports unequivocally to the Court that the required payments to RBS Citizens Bank under the March 17, 2014, settlement agreement have been made, or that an alternative payment agreement satisfactory to RBS Citizens Bank has been reached, then the Chapter 11 trustee's appointment will not go in to effect and the confirmation hearing scheduled for Nov. 13, may proceed as scheduled. In light of the representation by the attorney of the U.S. Trustee that she has already initiated the process of selecting a Chapter 11 trustee, the U.S. Trustee is excused from filing a motion seeking approval of her choice for the chapter 11 trustee until after Nov. 13. The Debtors, in their motion, stated that on March 17, 2014, the Debtors, other affiliated non-debtor entities, and RBS entered into that certain settlement agreement in which the Debtors and RBS compromised on the amount of RBS' secured claim and agreed to payment terms. On April 25, the Court approved the settlement motion. Under the settlement orders, the Court has ordered that a trustee would be appointed if the Debtors failed to meet certain milestone payments, including the payment due October 30 and the escrow deposits to creditors of the JDOG and GPE cases by Nov. 15. The Debtors have paid RBS more than $6.3 million of the settlement amount and have made every effort to obtain the balance of the funds. About John D. Oil & Gas; OZ Gas; and Great Plains Exploration Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD., and Great Plains Exploration, LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011, and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Dec. 31, 2011, showed $6.98 million in total assets, $13.26 million in total liabilities, and a stockholders' deficit of $6.28 million. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. GT ADVANCED: Expeditors International Seek to Lift Stay ------------------------------------------------------- Expeditors International of Washington, Inc., asks the Bankruptcy Court for relief from the automatic stay to permit Expeditors to foreclose its said liens and security interests in certain goods of the Debtors identified as "Petition Date Cargo"; or, in the alternative, order that Expeditors be given adequate protection for its interests in the collateral. Expeditors holds maritime and other carrier's liens on the Debtor's estate amounting to approximately $1,066,008. The Debtor defaulted on its obligations prior to the Petition Date. Pursuant to non-bankruptcy law and the contracts, Expeditors justifiably retained possession of the Petition Date Cargo and documents, pending its receipt of adequate protection for its liens and security interests. Promptly on learning of the commencement of this case, Expeditors contacted the Debtor's counsel to inform the Debtors of Expeditors' liens and security interest. Expeditors further offered to tender the Petition Date Cargo in exchange for adequate protection for Expeditors' interest in the Petition Date Cargo. Expeditors proceeded in this manner pursuant to the ruling in Colortran, infra. Despite these efforts, and despite the fact that the Debtor has obtained Court permission to pay secured claims such as Expeditors' claim (Doc. 103 on an interim basis and the proposed final order Doc. No. 222), the Debtor has not tendered adequate protection for Expeditors' interests in the Petition Date Cargo. Expeditors submits that it cannot release the Petition Date Cargo and documents of title in its possession, until it has received adequate protection of its liens and security interests, because relinquishment of the Petition Date Cargo, absent stipulation or order of this Court, could endanger Expeditors' carrier's liens and security interests. Therefore, notwithstanding the automatic stay, Expeditors has the right to retain possession of the Petition Date Cargo to preserve its carrier's liens. Expeditors International is represented by: SHEEHAN PHINNEY BASS + GREEN PA James S. LaMontagne, Esq. 1000 Elm Street Manchester, NH 03101 - 3701 BRENNAN, RECUPERO, CASCIONE, SCUNGIO & MCALLISTER, LLP Lisa M. Kresge, Esq. 362 Broadway Providence, RI 02909 Tel: (401) 453-2300 Fax: (401) 453-2345 Steel-Pro Objects Steel-Pro, Inc., says the Motion is based upon Expeditors' claim that it holds a lien or security interest in certain goods, which are not identified in the Motion, but that are referred to as the ?Petition Date Cargo? also unidentified, that it claims is its collateral. Expeditors claims that the Petition Date Cargo (and other property of the Debtors) secures the entirety of its prepetition claim against the Debtors, in the amount of $1,066,008 (including interest and attorneys' fees) ? not and in certain other property, just that portion of the Claim that relates to the shipping and related charges applicable to the Petition Date Cargo. According to Steel-Pro, generally, a carrier has a lien on goods in shipment for shipping and related costs under Article 7 of the Uniform Commercial Code (the ?UCC?) and/or under federal maritime law. These liens encumber only the cargo actually shipped and in the possession of the carrier and secure only shipping and related costs and no other debt. While Steel-Pro does not concede that Expeditors is a carrier entitled to the liens provided for under Article 7 or federal maritime law, it should be noted that Expeditors has advanced one theory to support its contention that the entirety of its Claim is secured by the Petition Date Cargo; specifically, Expeditors claims that it holds a security interest under Article 9 of the UCC in the Petition Date Cargo and that such security interest secures not only the shipping costs of that cargo, but also all other obligations of the Debtors to Expeditors. Steel-Pro objects to the Motion to the extent that it seeks relief from stay to enforce any lien in favor of Expeditors. It disputes that Expeditors has established a colorable claim to any lien under Article 7 of the UCC or under federal maritime law for shipping costs associated with the Petition Date Cargo shipped by Steel-Pro. Further, Steel-Pro disputes that Expeditors holds a valid and enforceable security interest in the Steel-Pro Cargo under Article 9 of the UCC or in any other products manufactured and shipped by Steel-Pro. Steel-Pro is represented by: MARCUS, CLEGG & MISTRETTA, P.A. George J. Marcus, Esq. Andrew C. Helman, Esq. One Canal Plaza, Suite 600 Portland, Maine 04101 Tel: (207) 828-8000 E-mail: ahelman@mcm-law.com GAUTHIER & MACMARTIN, PLLC Dustin N. Gauthier, Esq. 123 Elm Street Milford, NH 03055 Tel: (603) 673-7220 E-mail: dustin@gauthierlaw.com GT Says Expeditors Adequately Protected GT Advanced Technologies Inc. and its affiliates believe that Expeditors has substantially more goods in its possession than Expeditors has identified. Expeditors filed the Stay Relief Motion on an ?expedited? basis and, as a result, GTAT is continuing to investigate the facts surrounding the Stay Relief Motion and has not had an opportunity to conduct formal discovery regarding these matters. While Expeditors attached certain bills of lading as Exhibit B to its Stay Relief Motion, subsequently, on November 10, 2014, Expeditors filed a revised Exhibit B [Docket No. 482] containing a revised set of bills of lading and list of goods in its possession. Separately, Expeditors also provided GTAT with a chart summarizing the current shipping charges with respect to the items on the List of Goods. GTAT is continuing to review the revised Exhibit B; however, at this time it is impossible for GTAT to accurately determine the amount of Expeditors' secured claim and the proper disposition of the collateral held by Expeditors. Moreover, Expeditors has continued to produce documentation related to its claims and security interests up until a few hours before GTAT's deadline to respond to the Stay Relief Motion. Consequently, GTAT has not had an adequate amount of time to evaluate the merits of the Stay Relief Motion. GTAT's records show that Expeditors is holding Aluminum Oxide as collateral at some of its warehouses with a liquidation value of at least $2 million. GTAT does not need this Aluminum Oxide; nevertheless, it is a valuable commodity that adequately protects any security interest held by Expeditors on a claim of approximately $1 million. In addition, at this time, it is apparent that there are many other goods in Expeditors' possession that GTAT simply does not need and for which GTAT does not want to pay shipping charges. Indeed, GTAT has identified only one delivery on the List of Goods that it needs to have completed for its ongoing business. GT Sapphire Systems Group LLC, one of the Debtors, sold a certain 25 Ton Hot Press Furnace and related parts to a customer. The Furnace was in process of being delivered to that customer when Expeditors halted delivery. Expeditors' secured claim against GT Sapphire Systems appears to be limited to unpaid shipping costs for the Furnace under bill of lading H050142858. According to Expeditors, the shipping charges for that one item are $11,454.65. In view of the fact that GTAT has no use for any other goods identified in the List of Goods, GTAT is also willing to consent to limited relief from the stay to permit Expeditors to liquidate the remaining items on the List of Goods, or return those to the vendors who shipped them, to satisfy Expeditors' secured claims to the extent those claims are secured by an Article 7 lien, a maritime lien, and/or an Article 9 security interest perfected by possession. Moreover, Expeditors can retain and liquidate all of the Aluminum Oxide in its possession, which is worth at least $2 million. The value of all of this collateral?which GTAT proposes to let Expeditors retain and sell?is more than adequate to protect Expeditors' interests as a secured creditor and, in fact, should result in full payment of Expeditors' claim plus the return of excess proceeds to the estates. 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; Rothschild Inc. as financial advisor and investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. GT ADVANCED: SEC Opens Investigation Into Securities Trading ------------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that GT Advanced Technologies Inc. disclosed that it had received a letter from the U.S. Securities and Exchange Commission saying the agency is investigating "matters involving the company." According to the report, the SEC didn't say precisely what it's investigating other than to mention trading activity in the company's securities, the sapphire business, and securities offerings going back to January 2013. 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; Rothschild Inc. as financial advisor and investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. GT ADVANCED: Wants Ropes & Gray to Handle FINRA and SEC Inquiries ----------------------------------------------------------------- GT Advanced Technologies Inc., et al., submitted to the Bankruptcy Court a supplemental application to employ Ropes & Gray LLP as conflicts counsel. R&G will represent the Debtors on matters (i) on which Paul Hastings LLP, the Debtors' bankruptcy counsel, has a conflict of interest; and (ii) with respect to certain additional services related to R&G's representation of the Debtors through a special committee composed of outside members of the Debtors' board of directors in connection with inquiries being conducted by the Financial Industry Regulatory Authority and the U.S. Securities and Exchange Commission. The principal attorneys designated to provide the additional services to the Debtors and their hourly rates are: Randall W. Bodner $1,200 R. Daniel O'Connor $875 Gregory L. Demers $610 William T. Davison $550 David A. Fine, a partner at R&G which maintains offices at Prudential Tower, 800 Boylston Street, Boston, Massachusetts, tells the Court that the Debtors had received an inquiry from the FINRA requesting certain information regarding the Debtors' chapter 11 filing. The Debtors have also received an inquiry from the SEC requesting certain information regarding trading activity in the Debtors' securities, well as the Debtors' sapphire business activities and securities offerings going back to Jan. 1, 2013, and asking for the preservation of documents. R&G advised the Debtors with respect to document preservation procedures and has made initial responses to the Regulatory Inquiries on behalf of the Debtors. R&G has agreed to represent the Debtors in connection with the Regulatory Inquiries, reporting to a special committee composed of outside members of the Debtors' board of directors. 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; Rothschild Inc. as financial advisor and investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. GT ADVANCED: Court Denies Motion to Pay Critical Vendors' Claims ---------------------------------------------------------------- Bankruptcy Court for the District of New Hampshire denied without prejudice GT Advanced Technologies, Inc., et al.'s motion for authorization to pay the prepetition claims of certain critical domestic and foreign vendors. The Court also ruled that applications for payment must be filed (i) individually, or in groups; (ii) not under seal; and (iii) identifying the subject vendors. William K. Harrington, U.S. Trustee for Region 1, objected to the motion stating that the Debtors sought authority to pay "in [their] sole discretion" up to $25 million in prepetition claims held by certain domestic and foreign vendors, whom the Debtors have failed or refused to publicly identify. The U.S. Trustee also said that the Debtors' motion did not identify the critical vendors they propose to pay, what goods or services were provided prepetition, or what specific circumstances justify the payment of the claims to unnamed critical vendors outside the payment priority established by the Bankruptcy Code. 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. GUIDED THERAPEUTICS: Incurs $3 Million Net Loss in 3rd Quarter -------------------------------------------------------------- Guided Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $3.01 million on $22,000 of contract and grant revenue for the three months ended Sept. 30, 2014, compared to a net loss attributable to common stockholders of $1.43 million on $86,000 of contract and grant revenue for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss attributable to common stockholders of $6.81 million on $52,000 of contract and grant revenue compared to a net loss attributable to common stockholders of $6.17 million on $474,000 of contract and grant revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $3.72 million in total assets, $7.66 million in total liabilities and a $3.94 million total stockholders' deficit. At Sept. 30, 2014, the Company had cash of approximately $42,000 and negative working capital of approximately $2 million. "The Company's capital-raising efforts are ongoing. If sufficient capital cannot be raised by the fourth quarter of 2014, the Company has plans to curtail operations by reducing discretionary spending and staffing levels, and attempting to operate by only pursuing activities for which it has external financial support and additional NCI, NHI or other grant funding. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate and/or file for bankruptcy protection," the Company said in the filing. A full-text copy of the Form 10-Q is available for free at: http://is.gd/xjk8Kw About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics reported a net loss attributable to common stockholders of $10.39 million on $820,000 of contract and grant revenue for the year ended Dec. 31, 2013, as compared with a net loss of $4.35 million on $3.33 million of contract and grant revenue during the prior year. UHY LLP, in Sterling Heights, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. HAWAII MEDICAL: Seeks to Dismiss Chapter 11 Bankruptcy Cases ------------------------------------------------------------ Hawaii Medical Center and its debtor-affiliates ask the Hon. Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii to dismiss their Chapter 11 bankruptcy proceedings, citing a termination event under the agreement with the Debtors' lender, MidCap Financial LLC, because of the Debtors' dispute between Centers for Medicare & Medicaid Services. The Debtors tell the Court that, due to the termination event, MidCap asserted that it was not obligated to advance any further amounts under the debtor-in-possession facility. The Debtors add that they completed the wind-down of their estate pursuant to a settlement agreement approved by the Court. A hearing is set for Dec. 15, 2014, at 9:30 a.m. at Courtroom, 1132 Bishop Street, Suite 250 in Honolulu, Hawaii, to consider the Debtors' request to dismiss their cases. HD SUPPLY: Moody's Assigns B1 Rating on $1.25BB Sr. Secured Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to HD Supply, Inc.'s ("HDS") proposed $1.25 billion senior secured notes due 2021. Proceeds from the proposed notes will be used to redeem the company's existing 8.125% $1.25 billion senior secured notes due 2019, at which time the rating for this debt will be withdrawn. HD Supply anticipates a reduced rate for the proposed notes relative to the existing notes that are being refinanced. Moody's expect the proposed notes to have substantially the same terms and conditions as the existing senior secured notes due 2019, and to rank pari passu to the company's $1.0 billion senior secured term loan due 2018, which is rated B1. Approximately $142 million in cash on hand will be used for make whole premium, accrued interest and related fees and expenses. HD Supply's B3 Corporate Family Rating and its B3-PD Probability of Default Rating are not impacted by the proposed transaction. All ratings on HDS' remaining outstanding debt instruments, as well as its SGL-3 speculative grade liquidity rating, remain unchanged. The rating outlook is stable. Moody's view the proposed lower pricing and maturity date extension for the secured notes as credit positives. Cash interest savings could be upwards of $35 million per year. However, HDS will not begin to reap the benefits of these lower cash interest payments until late-2018, since it needs to pay for the tender/make whole premium, and related fees and expenses. Although interest payments will be less in absolute terms, the relative size of savings is minimal when considering future cash interest payments of slightly over $400 million per year going forward. Moody's anticipate no material improvement in either interest coverage or debt leverage characteristics. Beyond very manageable term loan amortization of about $10 million per year, HDS has an extended debt maturity profile with the nearest maturity coming in June 2018 when its bank credit facilities come due. Ratings Rationale HDS' B3 Corporate Family Rating reflects its highly leveraged capital structure and debt service burden. Debt-to-EBITDA as of the end of 2Q14 remains elevated at close to 7.0x, and debt-to- book capitalization is around 110%. HDS has significantly negative tangible net worth. Cash interest payments of slightly over $400 million per year upon closing of the proposed refinancing impair HDS' ability to generate large amounts of free cash flow. Interest coverage, measured as (EBITDA-Capex)-to-interest expense, was 1.4x for the 12 months through August 3, 2014. Providing some offset to the weak credit metrics is HDS' improvement in revenues, profits and operating margins, due largely to successful sales initiatives and cost reduction efforts within each of the company's businesses. Moody's calculates EBITDA margin as 10.6% (all ratios incorporate Moody's standard adjustments) for LTM 2Q14, which is anticipated to expand even further as HDS benefits from sustained strength in residential construction, as well as repair and remodeling activity, both key drivers of its revenues. HDS' SGL-3 speculative grade liquidity rating reflects Moody's view that the company will maintain an adequate liquidity profile over the next 12 months. Cash on hand of about $207 million and availability under the revolving credit facility of $975 million, aggregating to about $1.2 billion at 2Q14, give HDS ample financial flexibility to meet potential shortfalls in operating cash flows and to fund higher levels of working capital requirements and capital expenditure needs to meet higher demand from the company's end markets. The stable rating outlook reflects Moody's view that HDS will continue to see gradual improvement in credit metrics over the next 12 to 18 months, positioning the company more solidly within the current rating category. The ratings could be upgraded if HDS demonstrates further improvement in operating performance such that its interest coverage, measured as (EBITDA-Capex)-to-interest expense, trends toward 2.0x, and debt-to-EBITDA nears 6.0x (all ratios incorporate Moody's standard adjustments). A better liquidity profile would also support positive ratings momentum. Strengthening of demand in the construction end market due to a continuing recovery in the domestic economy could translate into stronger earnings and cash generation for the company. Developments that could lead to downward rating pressure include any erosion in the company's financial performance due to a downturn in its end markets or deterioration in HDS' liquidity profile. Additional debt-financed transactions resulting in weakened credit metrics could also have a negative impact on ratings. HD Supply, Inc. ("HDS"), headquartered in Atlanta, GA, is one of the largest North American industrial distributors providing products and services to the maintenance, repair and operations, infrastructure and power and specialty construction sectors. Its businesses are organized around four segments: Facilities Maintenance, Waterworks, Power Solutions and Construction and Industrial. HDS operates predominately throughout the U.S. serving contractors, government entities, maintenance professionals, home builders and professional businesses. Revenues for the 12 months through August 3, 2014 totaled approximately $8.8 billion. The principal methodology used in this rating was Global Distribution & Supply Chain Services published in November 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. HD SUPPLY: S&P Assigns 'B+' Rating on 1st Lien Notes Due 2021 ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' secured debt rating to HD Supply Inc.'s first-lien notes due 2021. The recovery rating on the notes is '2', indicating S&P's expectation of substantial recovery (70% to 90%; at the low end of the range) in the event of a payment default). The 'B' corporate credit rating and stable outlook on Atlanta- based HD Supply are unaffected. S&P expects the industrial distribution company to use proceeds to refinance its existing $1.25 billion first-lien notes due 2019. Pro forma for the proposed transaction, S&P expects credit measures to remain unchanged. The ratings on HD Supply reflect the company's "satisfactory" business risk profile as a major industrial distributor of infrastructure and energy, maintenance, repair and improvement, and specialty construction products. Although S&P expects a gradual recovery in the construction cycle, HDS continues to expand its share of sales in the maintenance, repair, operations and infrastructure markets and reduce the exposure to construction markets on its near- to intermediate-term operating performance. S&P believes HDS's business is stabilizing and has made strides expanding its operating margins. S&P expects EBITDA margins to remain at or slightly above fiscal 2013 levels because it expects improvement in operating leverage, expansion of products and services, new customers and locations, and see a gradual recovery in the construction markets that will slightly improve HDS's operating performance. S&P expects 10% adjusted EBITDA margins over the next year. A sustained improvement in housing markets and nonresidential construction spending could lead to somewhat better performance. S&P assess the company's financial risk profile as "highly leveraged," initially because of its leveraged buyout in 2007, and subsequently because of weak market conditions. However, some of the capital structure's features helped to preserve liquidity, despite the operating downturn that occurred, and the company's liquidity remains above the minimal liquidity requirements (before testing its financial covenants). HDS, through a series of new debt offerings, has mainly refinanced its capital structure, and S&P views the extension of maturities on its new debt as somewhat beneficial. The sponsors have mainly reduced their ownership share initially because of the IPO in 2013 and then subsequently through sale of their shares. S&P do not expect the company to make any large debt-financed acquisitions. The total debt outstanding was reduced by about $1 billion with the proceeds from the IPO and the capital structure now has more than $5 billion of funded debt. Although the proceeds from the IPO helped reduce leverage, S&P believes the capital structure will remain "highly leveraged" for the next 12 to 18 months. RECOVERY ANALYSIS Key analytical factors: -- S&P completed a recovery analysis of HD Supply and assigned its issue-level and recovery ratings to the company's $1.25 billion senior secured notes due 2021. -- S&P valued the company on a going concern basis using a 7x multiple of its projected emergence EBITDA. -- S&P estimates that, for the company to default, EBITDA would need to decline materially, representing a significant deterioration from the company's current state of business. Simulated default and valuation assumptions: -- Simulated year of default: 2017 -- EBITDA at emergence: $425 million -- EBITDA multiple: 7.0x Simplified waterfall: -- Net enterprise value (after administrative costs): $2.8 billion -- Valuation split (obligors/nonobligors): 95%/5% -- Priority claims (70% utilized ABL facility):$1 billion -- Recovery expectations 90% to 100% -- Collateral value available to secured creditors: $1.7 billion -- Secured first-lien debt: $2.3 billion -- Recovery expectations: 70%-90% (lower half of the range) -- Senior secured second-lien debt: $0.7 billion -- Recovery expectations 0 to 10% -- Total available to unsecured claims: $48 million -- Senior unsecured debt: $2.4 billion -- Other pari passu claims $1.3 billion -- Recovery expectations: 0%-10% (lower half of the range) Note: All debt amounts include six months of prepetition interest. RATINGS LIST HD Supply Inc. Corporate credit rating B/Stable/-- New Rating HD Supply Inc. $1.25 bil. first-lien notes due 2021 B+ Recovery rating 2 HERCULES OFFSHORE: Files Fleet Status Report as of Nov. 18 ---------------------------------------------------------- Hercules Offshore, Inc., posted on its Web site a report entitled "Hercules Offshore Fleet Status Report". The Fleet Status Report includes the Hercules Offshore Rig Fleet Status (as of Nov. 18, 2014), which contains information for each of the Company's drilling rigs, including contract dayrate and duration. The Fleet Status Report also includes the Hercules Offshore Liftboat Fleet Status Report, which contains information by liftboat class for October 2014, including revenue per day and operating days. The Fleet Status Report is available for free at http://is.gd/477R9O About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $68.11 million in 2013, a net loss of $127 million in 2012 and a net loss of $76.12 million in 2011. As of Sept. 30, 2014, the Company had $2.19 billion in total assets, $1.42 billion in total liabilities and $767.41 million in stockholders' equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) Standard & Poor's Ratings Services revised its outlook to negative from stable on Houston-based Hercules Offshore Inc. and affirmed its 'B' corporate credit rating on the company, the TCR reported on Nov. 3, 2014. "Our ratings on Hercules reflect our assessment of the company's 'vulnerable' business risk profile and 'aggressive' financial risk profile," said Standard & Poor's credit analyst Stephen Scovotti. Rating factors include the company's participation in the highly volatile and competitive shallow-water drilling and marine services segments of the oil and gas industry, the elevated age of the company's jack-up rig fleet, S&P's expectation of moderate free cash flow over the next 12 months, and Hercules' "adequate" liquidity position. HOMESTEAD COUNTRY: Sells Six Acres of Property to Evan Talan ------------------------------------------------------------ Roxie Hammill at The Kansas City Star reports that Homestead Country Club sold six acres of its frontage property to Evan Talan Development, leaving the club with almost nine acres. Kansas City Star relates that proceeds from the sale, plus an arrangement with Kansas City Sustainable Development Partners, will keep Homestead afloat. Club leaders are working on "right sizing" for Homestead's long- term viability, Kansas City Star states, citing the club's president, Cydney Nelson. According to the report, Ms. Nelson said that Homestead will continue to offer the tennis and swimming, but will not keep trying to compete for outside catering and banquet business. Club officials announced last week that Kansas City Sustainable Development Partners, a group of five real estate developers, will fund the payment of a note to Jeff Alpert and Melanie Mann of Park Place Properties, Kansas City Star relates. According to Kansas City Star, Homestead had been working on a plan to stay open since its $3.1 million bank note was sold earlier this year. The report shares that Mr. Alpert and Ms. Mann bought the loan, and were interested in constructing up to 30 single-family homes on the land. Headquartered in Prairie Village, Kansas, Homestead Country Club, is known primarily as a tennis club. It was built in 1952. The Club filed for Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No.: 14-21966) on Aug. 19, 2014, disclosing $5.05 million in total assets versus $3.30 million in total liabilities. The petition was signed by Cydney Summers Nelson, board president. Judge Robert D. Berger presides over the case. Colin N. Gotham, Esq., at Evans & Mullinix, P.A., serves as the Debtor's bankruptcy counsel. HOTEL OUTSOURCE: Needs More Time to File Form 10-Q -------------------------------------------------- Hotel Outsource Management International, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2014. The Company said the preparation of financial statements was not completed with sufficient time to allow filing of the 10-Q by Nov. 14, 2014. About Hotel Outsource New York-based Hotel Outsource Management International, Inc., is a multi-national service provider in the hospitality industry, supplying a range of services in relation to computerized minibars that are primarily intended for in-room refreshments. The Company's balance sheet at June 30, 2014, showed $4.45 million in total assets, $4.46 million in total liabilities and a stockholders' deficit of $19,000. The Company has suffered recurring losses from operations and has a net working capital deficiency that raises substantial doubt about its ability to continue a going concern, according to the Company's quarterly report for the period ended June 30, 2014. HOUSTON REGIONAL: Relaunched as Root Sports, 96 Workers Laid Off ---------------------------------------------------------------- David Barron, writing for Chron, reports that CSN Houston was relaunched on Monday as Root Sports Southwest, under new owners DirecTV Sports Networks and AT&T. The report says that 96 employees were let go because Root Sports does not offer the news and talk shows featured on the Comcast networks. About 45 CSN Houston employees were retained, the report adds. About Houston Regional Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. It has won approval to hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo, Esq., as counsel. It also hired Conway MacKenzie, Inc., as financial advisor. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. The Troubled Company Reporter, on Nov. 4, 2014, citing Daily Bankruptcy Review, reported that U.S. Bankruptcy Judge Marvin Isgur in Houston has approved the restructuring plan that will hand control of Comcast SportsNet Houston. HOUSTON REGIONAL: No Direct Appeal for Comcast ---------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. District Judge Lynn N. Hughes in Houston held a two-hour hearing and denied Comcast Corp's request for an appeal from Houston Regional Sports Network LP's plan confirmation order directly to the court of appeals. As previously reported by The Troubled Company Reporter, citing Law360, U.S. Bankruptcy Judge Marvin Isgur in Texas denied an emergency motion by Comcast to stay a restructuring plan giving DirecTV LLC and AT&T Inc. control of Houston sports network. According to a separate report by Mr. Rochelle and Ms. Toub, Comcast, in a filing before Judge Hughes, argued that the bankruptcy judge was wrong when he subtracted $107 million from the collateral value and noted that Judge Isgur, when delivering his opinion, said: "I want to get reversed" if it was wrong to allocate the $107 million against the collateral value. The appeal is Comcast Lenders v. Houston Regional Sports Network LP (In re Houston Regional Sports Network LP), 14-3133, U.S. District Court, Southern District of Texas (Houston). About Houston Regional Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. It has won approval to hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo, Esq., as counsel. It also hired Conway MacKenzie, Inc., as financial advisor. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. The Troubled Company Reporter, on Nov. 4, 2014, citing Daily Bankruptcy Review, reported that U.S. Bankruptcy Judge Marvin Isgur in Houston has approved the restructuring plan that will hand control of Comcast SportsNet Houston. IBCS MINING: Schedules Nov. 21 Sale Hearing ------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the U.S. Bankruptcy Court in Lynchburg, Virginia, will convene a hearing on Nov. 21, to consider approval of the sale of IBCS Mining Inc.'s assets for $2.5 million to Southern Coal Corp. absent a better offer at a Nov. 20 auction. About IBCS Mining IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed separate Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215 and 14-61216) on June 27, 2014. Edmund Scarborough signed the petition as president. Hirschler Fleischer, P.C., serves as the Debtors' counsel. The Court on July 8, 2014, authorized the joint administration of the cases. The cases are assigned to Judge Kevin R. Huennekens. IBCS Mining estimated assets and debts of at least $10 million. IBCS Mining Inc. disclosed $6,914,815 in assets and $7,279,157 in liabilities. The U.S. Trustee for Region 4 appointed two creditors to serves in the Official Committee of Unsecured Creditors. IMAGEWARE SYSTEMS: Incurs $2.2 Million Net Loss in Third Quarter ---------------------------------------------------------------- Imageware Systems, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.22 million on $919,000 of revenues for the three months ended Sept. 30, 2014, compared to net income of $339,000 on $2.49 million of revenues for the same period last year. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $5.99 million on $2.91 million of revenues compared to a net loss of $8.05 million on $4.37 million of revenues for the same period during the prior year. As of Sept. 30, 2014, the Company had $5.67 million in total assets, $4.51 million in total liabilities and $1.15 million in total shareholders' equity. At Sept. 30, 2014, the Company's principal sources of liquidity consisted of cash and cash equivalents of $488,000 and accounts receivable, net of $261,000. As of Sept. 30, 2014, the Company had negative working capital of $1,631,000, which included $1,995,000 of deferred revenue. The Company has a history of recurring losses, and as of Sept. 30, 2014, the Company has incurred a cumulative net loss of approximately $134,320,000. "These factors raise substantial doubt about our ability to continue as a going concern," the Company said. A full-text copy of the Form 10-Q is available for free at: http://is.gd/QC1IZ7 About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. Imageware Systems incurred a net loss of $9.84 million in 2013, a net loss of $10.19 million in 2012 and a net loss of $3.18 million in 2011. INDYMAC BANCORP: FDIC Capitulates in $58.6 Million Suit ------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the Federal Deposit Insurance Corp. in substance capitulated after being defeated by the trustee for IndyMac Bancorp Inc. in April in a $58.6 million appeal in the U.S. Court of Appeals in San Francisco. According to the report, the trustee and the FDIC settled and agreed that the trustee will receive the entire $58.6 million tax refund and any other tax refunds in future years. In return the FDIC gets an approved general unsecured claim for the same amount, the report related. About Indymac Bancorp Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) -- http://www.indymacbank.com/-- is the holding company for IndyMac Bank FSB, a hybrid thrift/mortgage bank that originated mortgages in all 50 states of the United States. Through its hybrid thrift- mortgage bank business model, IndyMac designed, manufactured, and distributing cost-efficient financing for the acquisition, development, and improvement of single-family homes. IndyMac also provided financing secured by single-family homes to facilitate consumers' personal financial goals and strategically invests in single-family mortgage-related assets. On July 11, 2008, the Office of Thrift Supervision closed IndyMac Bank and appointed FDIC as the bank's receiver. Thacher Proffitt & Wood LLP was engaged as counsel to the FDIC. Indymac Bancorp filed for Chapter 7 bankruptcy protection (Bankr. C.D. Cal. Case No. 08-21752) on July 31, 2008. Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C. Weitnauer, Esq. Bloomberg noted that Indymac had about $32.01 billion in assets as of July 11, 2008. In court documents, IndyMac disclosed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. IVANHOE ENERGY: Reports $93.4-Mil. Net Loss in Third Quarter ------------------------------------------------------------ Ivanhoe Energy Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $93.4 million on $8,000 of interest and other income for the three months ended Sept. 30, 2014, compared to a net loss of $15.21 million on $292,000 of interest and other income for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $120 million in total assets, $70.1 million in total liabilities and total stockholders' equity of $50.2 million. At Sept. 30, 2014, Ivanhoe had an accumulated deficit of $570 million and working capital deficiency of $4 million, excluding assets held for sale. For the nine months ended Sept. 30, 2014, cash used in operating activities was $19.2 million and the Company expects to incur further losses in the development of its business. Continuing as a going concern is dependent upon attaining future profitable operations to repay liabilities arising in the normal course of operations and accessing additional capital to develop the Company's properties. Ivanhoe intends to finance its future funding requirements through a combination of strategic investors and/or public and private debt and equity markets, either at the parent company level or at the project level, and through the sale of interests in existing oil and gas properties. There is no assurance that the Company will be able to obtain such financing, or obtain it on favorable terms, or realize proceeds on its assets held for sale. Without access to additional financing or other cash generating activities in 2014, there is material uncertainty that casts substantial doubt that the Company will be able to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/aStA89 Vancouver, Canada-based Ivanhoe Energy Inc. -- http://www.ivanhoeenergy.com/-- is an independent international heavy oil development and production company focused on pursuing long term growth in its reserves and production. Ivanhoe plans to utilize advanced technologies, such as its HTL(TM) technology, that are designed to improve recovery of heavy oil resources. In addition, the Company seeks to expand its reserve base and production through conventional exploration and production of oil and gas. JAMES RIVER: Consents to Termination of Pension Plan by PBGC ------------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that James River Coal Co. has consented to the Pension Benefit Guaranty Corp.'s termination of a plan covering retirees and has asked permission to enter into an agreement allowing the U.S. government agency to end the pension plan and assume responsibility for paying benefits. According to the report, allowing a termination agreement with the PBGC will best ensure that James River doesn't incur unnecessary costs or additional liabilities in connection with the PBGC's decision to end the plan. About James River James River Coal Company is a producer and marketer of coal in the Central Appalachia ("CAPP") and the Midwest coal regions of the United States. James River's principal business is the mining, preparation and sale of metallurgical coal, thermal coal (which is also known as steam coal) and specialty coal. James River and 33 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in Richmond, Virginia, on April 7, 2014. The petitions were signed by Peter T. Socha as president and chief executive officer. Judge Kevin R. Huennekens oversees the Chapter 11 cases. On the petition date, James River Coal disclosed total assets of $1.06 billion and total liabilities of $818.6 million. The Debtors are represented by Tyler P. Brown, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton & Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk & Wardwell LLP of New York, NY. Kilpatrick Townsend & Stockton LLP serves as the Debtors' special counsel. Perella Weinberg Partners L.P. is the Debtors' financial advisor. Deutsche Bank Securities Inc. serves as the Debtors' investment banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and administrative agent. The U.S. Trustee for Region 4 has appointed five creditors to the Official Committee of Unsecured Creditors. Michael S. Stamer, Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq., Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at LeClairRyan. The Debtors, in August 2014, won authority to sell the Hampden Mining Complex (including the assets of Logan & Kanawha Coal Company, LLC), the Hazard Mining Complex (other than the assets of Laurel Mountain Resources LLC) and the Triad Mining Complex for $52 million plus the assumption of certain environmental and other liabilities, to a unit of Blackhawk Mining. The Buyer is represented by Mitchell A. Seider, Esq., and Charles E. Carpenter, Esq., at Latham & Watkins LLP. JAMES RIVER: Blackstone Okayed as Committee's Investment Banker --------------------------------------------------------------- U.S. Bankruptcy Judge Kevin R. Huennekens authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of James River Coal Company, et al., to (i) retain Blackstone Advisory Partners L.P.; and (ii) modify the terms set forth in the parties' engagement letter and the Blackstone Retention Order related to the Firm's compensation. As reported in the TCR on Nov. 14, 2014, the Committee relayed that following the consummation of the sale of a substantial portion of the Debtors' assets to Blackhawk Mining LLC, the Debtors have been in the process of marketing their few remaining mining operations, and otherwise winding down the estates. In an effort to preserve cash needed to fund short-term operational expenses and the continuing asset sales process, the Debtors have requested that the Committee restructure the terms of Blackstone's compensation in a manner that enables the Debtors to preserve liquidity. Accordingly, the Committee and Blackstone have agreed, as an accommodation to the Debtors, to defer a substantial portion of Blackstone's monthly fees under the terms and conditions. As previously noted in the May 26, 2014 edition of The TCR, the Committee negotiated that Blackstone's services as its investment banker will be entitled to (i) a monthly advisory fee of $150,000 in cash; (ii) a restructuring fee equal to $1.75 million upon the entry of an order confirming the Debtors' Chapter 11 plan or a major sale of the Debtors' assets; and (iii) reimbursement of necessary and actual out-of-pocket expenses. Following recent discussions with the Debtors, the Committee and Blackstone have agreed that: (x) the Monthly Fee payable in cash for services rendered to the Committee in September 2014 in accordance with the terms of the Engagement Letter, will be in the amount of $100,000; (y) any Monthly Fee payable to Blackstone for services rendered to the Committee from October 2014 onward shall be in the amount of $50,000 (which amount may be reduced from time to time as may be agreed among Blackstone, the Debtors and the Committee, or by further order of the Court), and shall be payable by the Debtors as an administrative expense pursuant to section 503(b) of the Bankruptcy Code at such time and in such manner as administrative expenses and/or earned but unpaid financial advisor or investment banker transaction fees are paid; and (z) no Monthly Fee, including the September Monthly Fee and any Subsequent Monthly Fee, shall be credited against the Restructuring Fee. In addition, the Committee and Blackstone have agreed that, notwithstanding anything to the contrary in the Final DIP Loan Order, no Subsequent Monthly Fee shall be deemed to be Professional Fees included in the definition of the "Carve-Out" in the Final DIP Loan Order. The DIP Agent has provided its prior consent to the relief requested. About James River James River Coal Company is a producer and marketer of coal in the Central Appalachia ("CAPP") and the Midwest coal regions of the United States. James River's principal business is the mining, preparation and sale of metallurgical coal, thermal coal (which is also known as steam coal) and specialty coal. James River and 33 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in Richmond, Virginia, on April 7, 2014. The petitions were signed by Peter T. Socha as president and chief executive officer. Judge Kevin R. Huennekens oversees the Chapter 11 cases. On the petition date, James River Coal disclosed total assets of $1.06 billion and total liabilities of $818.6 million. The Debtors are represented by Tyler P. Brown, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton & Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk & Wardwell LLP of New York, NY. Kilpatrick Townsend & Stockton LLP serves as the Debtors' special counsel. Perella Weinberg Partners L.P. is the Debtors' financial advisor. Deutsche Bank Securities Inc. serves as the Debtors' investment banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and administrative agent. The U.S. Trustee for Region 4 has appointed five creditors to the Official Committee of Unsecured Creditors. Michael S. Stamer, Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq., Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at LeClairRyan. The Debtors, in August 2014, won authority to sell the Hampden Mining Complex (including the assets of Logan & Kanawha Coal Company, LLC), the Hazard Mining Complex (other than the assets of Laurel Mountain Resources LLC) and the Triad Mining Complex for $52 million plus the assumption of certain environmental and other liabilities, to a unit of Blackhawk Mining. The Buyer is represented by Mitchell A. Seider, Esq., and Charles E. Carpenter, Esq., at Latham & Watkins LLP. JAMES RIVER: Has Deal with PBGC on Pension Plan Termination ----------------------------------------------------------- James River Coal Company asks the Bankruptcy Court for authorization to enter into agreement with Pension Benefit Guaranty Corporation to terminate James River Coal Company Employees' Pension Plan. According to JRCC, entry into the Plan Termination Agreement will best ensure the estates do not incur unnecessary costs or additional liabilities in connection with PBGC's decision to terminate the Plan. Prior to the Petition Date, effective as of Sept. 30, 2007, the Plan was frozen by JRCC. As a result, all participants affected by the Plan freeze retained any benefits accumulated to the effective date, but were no longer eligible to increase their benefit. JRCC is the contributing sponsor and plan administrator of the JRCC Employees' Pension Plan, a defined benefit pension plan covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended. PBGC is a wholly owned United States government corporation that administers the defined benefit pension plan termination insurance program established by Title IV. PBGC has informed the Debtors that it has issued a Notice of Determination that the Plan must be terminated under ERISA on the grounds that the Plan will be unable to pay benefits when due and that the Plan must be terminated in order to protect the interests of the Plan participants. The Plan Termination Agreement provides for, among other things: 1. the termination of the Plan; 2. the establishment of Aug. 31, 2014, as the Plan termination date; and 3. the appointment of PBGC as the Plan's trustee on the effective date of the Plan Termination Agreement. About James River James River Coal Company is a producer and marketer of coal in the Central Appalachia ("CAPP") and the Midwest coal regions of the United States. James River's principal business is the mining, preparation and sale of metallurgical coal, thermal coal (which is also known as steam coal) and specialty coal. James River and 33 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in Richmond, Virginia, on April 7, 2014. The petitions were signed by Peter T. Socha as president and chief executive officer. Judge Kevin R. Huennekens oversees the Chapter 11 cases. On the petition date, James River Coal disclosed total assets of $1.06 billion and total liabilities of $818.6 million. The Debtors are represented by Tyler P. Brown, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton & Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk & Wardwell LLP of New York, NY. Kilpatrick Townsend & Stockton LLP serves as the Debtors' special counsel. Perella Weinberg Partners L.P. is the Debtors' financial advisor. Deutsche Bank Securities Inc. serves as the Debtors' investment banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and administrative agent. The U.S. Trustee for Region 4 has appointed five creditors to the Official Committee of Unsecured Creditors. Michael S. Stamer, Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq., Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at LeClairRyan. The Debtors, in August 2014, won authority to sell the Hampden Mining Complex (including the assets of Logan & Kanawha Coal Company, LLC), the Hazard Mining Complex (other than the assets of Laurel Mountain Resources LLC) and the Triad Mining Complex for $52 million plus the assumption of certain environmental and other liabilities, to a unit of Blackhawk Mining. The Buyer is represented by Mitchell A. Seider, Esq., and Charles E. Carpenter, Esq., at Latham & Watkins LLP. JBM FARMS: Case Summary & 14 Largest Unsecured Creditors -------------------------------------------------------- Debtor: JBM Farms, Inc. 7065 NC 99 Hwy N Pantego, NC 27860 Case No.: 14-06754 Chapter 11 Petition Date: November 19, 2014 Court: United States Bankruptcy Court Eastern District of North Carolina (Greenville Division) Debtor's Counsel: Clayton W. Cheek, Esq. OLIVER FRIESEN CHEEK, PLLC PO Box 1548 218-C South Front Street New Bern, NC 28563 Tel: 252 633-1930 Fax: 252 633-1950 Email: cwc@ofc-law.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph W. Bell, Sr., president. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb14-06754.pdf JOHN D. OIL: Fifth Amended Reorganization Plan Denied Confirmation ------------------------------------------------------------------ U.S. Bankruptcy Judge Thomas P. Agresti has denied confirmation of John D. Oil & Gas Co.'s Fifth Amended Chapter 11 Plan of Reorganization after the Debtor failed to meet conditions precedent to confirmation. As reported in the Troubled Company Reporter on Aug. 22, 2014, according to the Amended Plan, it will incorporate the terms of the Settlement Agreement with secured lender RBS Citizens N.A., and RBS Settlement orders. Any excess proceeds and additional estate assets will fund the remainder of the payments under the Plan. The source of the funds will come from the Debtor's continued business operations post-confirmation. To the extent there may be a shortfall, plan funding will be contributed by Richard Osborne, Sr., from other sources, including liquidations of real estate not liquidated to fund the RBS Settlement. A copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/OzGas_707_DS_5thamendedplan.pdf About John D. Oil & Gas; OZ Gas; and Great Plains Exploration Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD., and Great Plains Exploration, LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011, and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Dec. 31, 2011, showed $6.98 million in total assets, $13.26 million in total liabilities, and a stockholders' deficit of $6.28 million. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. JSC ALLIANCE BANK: Chapter 15 Case Summary ------------------------------------------ Chapter 15 Petitioner: Timur Rizabekovich Issatayev Chapter 15 Debtor: JSC Alliance Bank 50, Furmanov Street Almaty, Republic of Kazakhstan 05004 Chapter 15 Case No.: 14-13194 Nature of Business: Banking Chapter 15 Petition Date: November 20, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Chapter 15 Petitioner's Counsel: Richard A. Graham, Esq. Thomas E. MacWright, Esq. WHITE & CASE, LLP 1155 Avenue of the Americas New York, NY 10036 Tel: (212) 819-8630 Fax: (212) 354-8113 Email: rgraham@whitecase.com - and - Scott G. Greissman, Esq. WHITE & CASE LLP 1155 Avenue of the Americas New York, NY 10036 Tel: (212) 819-8567 Fax: (212) 354-8113 Email: sgreissman@whitecase.com Estimated Assets: More than $1 billion Estimated Liabilities: More than $1 billion KEMET CORP: Withdraws Proposed $400 Million Notes Offering ---------------------------------------------------------- KEMET Corporation has withdrawn its previously announced proposed private offering of $400,000,000 in aggregate principal amount of senior secured notes due 2019 in response to current market conditions. About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." The Company's balance sheet at June 30, 2014, showed $838.64 million in total assets, $620.39 million in total liabilities and $218.25 million in total stockholders' equity. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. The TCR reported in August 2014 that Standard & Poor's Ratings Services revised its outlook on Greenville, S.C.-based capacitor supplier KEMET Corp. to stable from negative. S&P affirmed the ratings, including the 'B-' corporate credit rating. KIOR INC: Dec. 8 Hearing on Bidding Procedures ---------------------------------------------- KiOR, Inc., will seek approval from the U.S. Bankruptcy Court for the District of Delaware at a hearing on Dec. 8, 2014, at 1:00 p.m., of proposed bidding procedures where insiders KFT Trust, Vinod Khosla, Trustee, Khosla Ventures III LP, VNK Management LLC, and Pasadena Investments, LLC, will acquire the company, absent higher and better offers. Pasadena Investments is an affiliate of KiOR's backer and lender, venture capitalist Vinod Khosla. Objections to the proposed bidding procedures are due Dec. 1. KFT Trust, et al., as the stalking horse bidder, has agreed to consummate a comprehensive restructuring transaction involving substantially all of the Debtor's assets though a plan of reorganization to be filed by the Debtor. The Debtors seek to assume a plan support agreement ("PSA") reached with KFT Trust, et al. The PSA transaction is subject to higher and/or better offers, and in furtherance of the Debtors' efforts to maximize the value of its estate, it intends to conduct the auction for qualified bidders to bid to purchase the assets. The Debtors propose these procedures and timeline: -- One of the requirements to be a qualified bidder is a minimum cash purchase price of $17,135,000. -- Each competing bidder must submit initial bids on or before 4:00 p.m. (prevailing Eastern time) on December 15, 2014. -- Qualified bidders will be invited to participate at the auction to commence at 10:00 a.m. (prevailing Eastern time) on Dec. 17, 2014. -- The sale hearing will be held Dec. 22, 2014. -- Closing of cash sale must occur Jan. 15, 2014. -- Confirmation of the Plan in the event of a prevailing bid by the Stalking Horse Buyer must occur by Feb. 12, 2014, and the plan effective date must occur by Feb. 27, 2015. If KFT Trust, et al., is the successful bidder, then the PSA requires the Debtor to consummate through a plan the comprehensive reorganization outlined in the Plan Term Sheet. The Plan Term Sheet provides that the plan would preserve the Debtor's business as a going concern through the cancellation of existing equity interests, the issuance of new equity interests to the Stalking Horse Bidder or its affiliates in exchange for cancellation of substantial secured debt held by the Stalking Horse Bidder and/or its affiliates, and the provision of exit financing for the reorganized Debtor. The plan would further provide for the assumption of contracts pursuant to the plan. In sum, subject to Court approval and higher and better offers, the PSA and the Plan Term Sheet provide for the Stalking Horse Bidder to reorganize the Debtor by indirectly acquiring the Assets and owning 100% of the equity of the reorganized Debtor. The Debtor acknowledges that the Stalking Horse Bidder is an insider as it is an affiliate of, (i) one of the largest equity holders of the Debtor and (ii) the largest secured creditor of the Debtor. Guggenheim Securities, LLC, has executed the marketing process by contacting over 165 potentially interested parties since July 2014. According to Guggenheim, the best offer received by the Debtor to date is the offer received from the Stalking Horse Bidder. A copy of the declaration is available for free at: http://bankrupt.com/misc/KiOR_Guggenheim_Declaration.pdf A copy of the affidavit of KiOR Interim CFO and President Christopher A. Artzer in support of the first-day motions is available for free at: http://bankrupt.com/misc/KiOR_1st_Day_Affidavit.pdf About Kior Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.27 million in assets and $261.3 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15,000,000 in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. KIOR INC: Seeks to Reject Matheson Contract ------------------------------------------- KiOR, Inc., is seeking approval from the U.S. Bankruptcy Court for the District of Delaware to reject an executory contract with Matheson Tri-Gas, Inc. Matheson Tri-Gas, Inc., is under contract to provide gaseous hydrogen for a period of 15 years by constructing and maintaining hydrogenproduction equipment at the Columbus, Mississippi facility owned by the Debtor's subsidiary, KiOR Columbus, LLC. The Debtor has determined that the Agreement is no longer necessary because the facility has been decommissioned and the transactions that have been explored with respect to the facility do not involve an ongoing need for hydrogen. To eliminate or limit the amount of any alleged administrative claim, the Debtor seeks rejection of the Matheson Agreement nunc pro tunc to the Petition Date. About Kior Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.27 million in assets and $261.3 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15,000,000 in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. KIOR INC: Taps WilmerHale as Special Litigation Counsel ------------------------------------------------------- KiOR, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Wilmer Cutler Pickering Hale and Dorr LLP as special counsel to provide litigation, transactional, investigatory and general legal advice. WilmerHale currently represents the Debtor in seven categories of non-bankruptcy matters: (a) General Corporate Advice, for which the firm handles most or all transactional, reporting, and governance issues for the Debtor; (b) a U.S. Securities and Exchange Commission investigation, for which WilmerHale represents the Debtor in connection with an ongoing SEC inquiry; (c) a Class Action Litigation, in which WilmerHale currently defends the Debtor and one of the Debtor's officers in relation to allegations of misrepresentation of certain fuel production projections and other matters in a litigation filed in the U.S. District Court for the Southern District of Texas; (d) a Whistleblower Administrative Proceeding filed by a former employee; (e) an Internal Investigation, for which WilmerHale is conducting a review of certain actions by a recently resigned member of the Board of Directors; (f) a Demand Letter from shareholders with respect to alleged breaches of fiduciary duty by the Board of Directors and certain officers; and (g) a Derivative Suit, in which WilmerHale is defending the Debtor, certain of the Debtor's current and former officers, and one of the Debtor's outside directors in a litigation filed in the U.S. District Court for the Southern District of Texas. The Debtor tells the Court it needs to continue to need WilmerHale's services in connection with the non-bankruptcy matters as it would be difficult and costly to replace the firm with substitute counsel. The Debtor adds that it believes any substitute counsel would not be as effective or valuable to the Debtor as counsel on these non-bankruptcy matters. WilmerHale's current hourly rates are expected to be within the following ranges: Partners $775 to $1,345 per hour Counsel $750 to $845 per hour Associates $430 to $845 per hour Paraprofessionals $185 to $365 per hour Peter S. Buckland will be the partner with primary responsibility for overseeing all work for the Debtor. His rate is $790 an hour. WilmerHale will continue to seek reimbursement for expenses and other charges incurred in the rendition of services to the Debtor. The Debtor states that it is aware of new guidelines implemented by the U.S. Trustee that contemplate a prospective budget and staffing plan for the Chapter 11 case. The Debtor will work with WilmerHale to comply with those guidelines to the extent required by order of the Court. Mr. Buckland says that within one year preceding the Petition Date, the total aggregate amount of payments received by WilmerHale from the Debtor was $2,569,505. During that one-year period, WilmerHale billed the Debtor a total of $3,862,587. As of the Petition Date, the Debtor owes $1,621,866 for fees and expenses incurred and billed by WilmerHale. In addition, WilmerHale has incurred approximately $750,000 in additional fees and expenses which have not yet been billed to the Debtor. During the 90-day period prior to the Petition Date, the Debtor paid WilmerHale a total of $584,232. Mr. Buckland assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. He, however, discloses that his firm represents Khosla Ventures & Funds and its investments/portfolio companies and affiliates, and Mr. Vinod Khosla; and current and former directors and officers of the Debtor, including Mr. Samir Kaul, who is affiliated with Khosla Ventures. Because of the particular sensitivities surrounding these potential parties-in-interest, Mr. Buckland tells the Court that WilmerHale will not represent any Khosla Individuals & Entities on any matter related to the Debtor or its estate during the Chapter 11 case. Mr. Buckland may be reached at: Peter Buckland, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 950 Page Mill Road Palo Alto, CA 94304 Tel: (650) 858-6036 Fax: (650) 858-6100 E-mail: peter.buckland@wilmerhale.com A hearing on the employment application is scheduled for Dec. 8, 2014, at 1:00 p.m. (EST). Objections are due Dec. 1. About Kior Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.27 million in assets and $261.3 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15,000,000 in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. KIOR INC: Employs Epiq as Claims & Noticing Agent ------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized KiOR, Inc., to employ Epiq Bankruptcy Solutions, LLC, as claims and noticing agent to, among other things: (i) distribute required notices to parties-in-interest; (ii) receive, maintain, docket and otherwise administer the proofs of claim and voting ballots filed in the Chapter 11 case; and (iii) provide other administrative services. Prior to the Petition Date, the Debtor provided Epiq a retainer in the amount of $30,000. As claims agent, Epiq will charge the Debtors at these rates: Position Hourly Rate -------- ----------- Clerical/Administrative Support $30 to $45 Case Manager $50 to $80 IT/ Programming $70 to $130 Senior Case Manager $85 to $130 Director of Case Management $145 to $195 Consultant/Senior Consultant $145 to $190 Director/Vice President Consulting $225 Executive Vice President $295 Communications Counselor $350 For its noticing services, Epiq will charge $50 per 1,000 e-mails, and $0.10 per page for facsimile noticing. For database maintenance, the firm will charge $0.10 per record per month. For-online claim filing services, Epiq will charge $3 per claim filed. The firm's call center operator will charge $65 per hour. About Kior Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.27 million in assets and $261.3 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15,000,000 in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. LANTHEUS MEDICAL: Posts $1.4 Million Net Income in Third Quarter ---------------------------------------------------------------- Lantheus Medical Imaging, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $1.45 million on $75.68 million of revenues for the three months ended Sept. 30, 2014, compared to a net loss of $15.06 million on $70.38 million of revenues for the same period during the prior year. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $1.46 million on $224.63 million of revenues compared to a net loss of $49.37 million on $212 million of revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2014, showed $258.05 million in total assets, $498.47 million in total liabilities and a $240.41 million total stockholders' deficit. Jeff Bailey, president and CEO commented, "We are very pleased with our third quarter performance and the Company's continued demonstration of solid sales growth and strong margin expansion. As has been the case for several quarters, our results for the third quarter benefited from the strong sales performance of DEFINITY, reflecting continued growth of the U.S. ultrasound contrast market and our own product leadership position. DEFINITY achieved growth of 20% over the year-ago quarter and once again grew sequentially, while the rest of our product portfolio delivered a solid quarterly performance, as well." Mr. Bailey continued, "Overall, our third quarter revenue growth combined with continued gross margin improvement and the leveraging of our operating expenses has significantly expanded our operating and Adjusted EBITDA margins since last year, driving those margins to 15% and 25%, respectively, of reported revenue for the third quarter. The success of our ongoing financial and operational transformation that began seven quarters ago continues to grow increasingly apparent as we progress through 2014. We look forward to completing this seminal year for our business and the opportunities that await us in 2015 and beyond." A full-text copy of the Form 10-Q is available for free at: http://is.gd/dB2pxk About Lantheus Medical Lantheus Medical Imaging, Inc., a wholly-owned operating subsidiary of parent company, Lantheus MI Intermediate, Inc., is a global leader in developing, manufacturing, selling and distributing innovative diagnostic imaging agents. LMI provides a broad portfolio of products, which are primarily used for the diagnosis of cardiovascular diseases. LMI's key products include the echocardiography contrast agent DEFINITY(R) Vial for (Perflutren Lipid Microsphere) Injectable Suspension; TechneLite(R) (Technetium Tc99m Generator), a technetium-based generator that provides the essential medical isotope used in nuclear medicine procedures; and Xenon (Xenon Xe 133 Gas), an inhaled radiopharmaceutical imaging agent used to evaluate pulmonary function and for imaging the lungs. * * * As reported by the TCR on July 1, 2014, Moody's Investors Service upgraded the ratings of Lantheus Medical Imaging, Inc. including the Corporate Family Rating to Caa1 from Caa2, the Probability of Default Rating to Caa1-PD from Caa2-PD and the senior unsecured rating to Caa1 (LGD4) from Caa2 (LGD4). "The upgrade reflects our outlook for continuing earnings improvement driven by rising DEFINITY sales and the impact of ongoing cost reductions, while the positive outlook considers the potential for deleveraging pending a successful IPO and further resolution of supply issues," stated Michael Levesque, Senior Vice President. In the Nov. 6, 2013, edition of the TCR, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Lantheus Medical Imaging Inc. to 'B-' from 'B'. The outlook is negative. LANTRONIX INC: Reports $262K Net Loss in Sept. 30 Quarter --------------------------------------------------------- Lantronix, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $262,000 on $11.54 million of net revenue for the three months ended Sept. 30, 2014, compared with a net loss of $267,000 on $10.88 million of net revenue for the same period in the prior year. The Company's balance sheet at Sept. 30, 2014, showed $30.8 million in total assets, $10.6 million in total liabilities and total stockholders' equity of $20.2 million. A copy of the Form 10-Q is available at: http://is.gd/ZdRmCU About Lantronix Lantronix, Inc. -- http://www.lantronix.com/-- designs, develops and markets devices that make it possible to access, manage, control and configure electronic products over the Internet or other networks. The Company's solutions include fully integrated hardware and software devices, as well as software tools, to develop related customer applications. Its technology is used to provide networking capabilities to products, such as building heating ventilation and air conditioning systems, elevators, process control equipment, vending machines, thermostats, security cameras, radio frequency identification readers, bar code scanners, scales, temperature sensors, blood analyzers, turnstiles, card readers, point of sale terminals, audio-visual projectors, time clocks, and any product that has some form of electronic control capability. It sells its products through a global network of distributors, resellers and manufacturer representatives, systems integrators, value-added resellers and original equipment manufacturers. LEHMAN BROTHERS: JPMorgan Files Final Brief in $8.6 Billion Suit ---------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that JPMorgan Chase Bank NA and creditors of Lehman Brothers Holdings Inc. submitted final papers in a dispute over who's entitled to $8.6 billion in collateral the bank received on the eve of Lehman's 2008 bankruptcy. According to the report, both JPMorgan and Lehman filed so-called motions for summary judgment, each claiming it should win without a trial, and U.S. District Judge Richard J. Sullivan in Manhattan, who is overseeing the case, could defeat both motions simply by pointing out disputed issues of fact. The district court suit is Lehman Brothers Holdings Inc. v. JPMorgan Chase Bank NA (In re Lehman Brothers Holdings Inc.), 11- 06760, U.S. District Court, Southern District of New York (Manhattan). About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy 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. LIBERATOR INC: Delays Form 10-Q for Third Quarter ------------------------------------------------- Liberator, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2014. The Company said certain financial and other information necessary for an accurate and full completion of the Report could not be provided within the prescribed time period without unreasonable effort or expense. About Liberator Inc. Atlanta, Georgia-based Liberator is a vertically integrated manufacturer that designs, develops and markets products and accessories that enhance intimacy. Liberator is also a nationally recognized brand trademark, brand category and a patented line of products commonly referred to as sexual positioning shapes and sex furniture. Liberator disclosed a net loss of $376,056 on $14.71 million of net sales for the year ended June 30, 2014, compared to a net loss of $288,485 on $13.84 million of net sales for the year ended June 30, 2013. The Company's balance sheet at June 30, 2014, showed $3.31 million in total assets, $5.20 million in total liabilities and a $1.89 million total stockholders' deficit. Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has a net loss of $376,056, a working capital deficiency of $1,685,712, an accumulated deficit of $8,423,741 and a negative cash flow from continuing operations of $199,396. These factors raise substantial doubt about the Company's ability to continue as a going concern. LIGHTSQUARED INC: Has Access to Cash Collateral Until Jan. 30 ------------------------------------------------------------- LightSquared Inc. received approval from U.S. Bankruptcy Judge Shelley Chapman to continue to use the cash collateral of lenders under a 2010 credit agreement until Jan. 30, 2015. A full-text copy of the court order dated Nov. 14 can be accessed for free at http://is.gd/Rdhxct 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. LIME ENERGY: Incurs $430,000 Net Loss in Third Quarter ------------------------------------------------------ Lime Energy Co. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common stockholders of $430,000 on $15.58 million of revenue for the three months ended Sept. 30, 2014, compared to a net loss available to common stockholders of $3.86 million on $13.35 million of revenue for the same period a year ago. For the nine months ended Sept. 30, 2014, the Company reported a net loss available to common stockholders of $3.72 million on $41.45 million of revenue compared to a net loss available to common stockholders of $12.61 million on $37.51 million of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $31.11 million in total assets, $22.77 million in total liabilities and $8.33 million in total stockholders' equity. "Lime Energy continued our progress during the third quarter, achieving profitability for the first time since refocusing on our utility programs business, while announcing the award of more than $180 million of new, multi-year contracts with major U.S. utilities," stated Adam Procell, Lime Energy president & CEO. "Our ability to simultaneously deliver cost effective energy efficiency solutions and improved customer satisfaction for our utility partners makes our business model both valuable and timely. Technological advances continue to broaden the range of products and services that Lime provides for small and mid-sized business customers through our unique programs." A full-text copy of the Form 10-Q is available for free at: http://is.gd/oCNN1B About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy reported a net loss available to common stockholders of $18.51 million in 2013, a net loss of $31.81 million in 2012 and a net loss of $18.93 million in 2011. LOLETA CHEESE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Loleta Cheese Company, Inc. PO Box 607 Loleta, CA 95551 Case No.: 14-11620 Chapter 11 Petition Date: November 19, 2014 Court: United States Bankruptcy Court Northern District of California (Santa Rosa) Judge: Hon. Alan Jaroslovsky Debtor's Counsel: Steven M. Olson, Esq. LAW OFFICES OF STEVEN M. OLSON 100 E St. #104 Santa Rosa, CA 95404 Tel: (707) 575-1800 Email: smo@smolsonlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert E. Laffranchi, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb14-11620.pdf LPATH INC: Reports $3.2 Million Third Quarter Net Loss ------------------------------------------------------ LPath, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.16 million on $1.11 million of total revenues for the three months ended Sept. 30, 2014, compared to a net loss of $2.52 million on $2.55 million of total revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $10.19 million on $4.16 million of total revenues compared to a net loss of $5.16 million on $5.67 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2014, showed $26.68 million in total assets, $4.73 million in total liabilities and $21.95 million in total stockholders' equity. "We expect that we will be required to issue additional equity or debt securities or enter into other commercial arrangements, including relationships with corporate and other partners, to secure the additional financial resources to support our development efforts and future operations. We may not be successful in obtaining funding from new or existing collaboration or license agreements, or in receiving milestone or royalty payments under those agreements. In addition, we cannot be sure that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. Having insufficient funds may require us to delay, scale back, or eliminate some or all of our development programs, relinquish some or even all rights to product candidates at an earlier stage of development, or renegotiate less favorable terms than we would otherwise choose. For example, in the future, we could determine to delay or scale back some of our planned drug discovery and development projects to extend our runway beyond the first quarter of 2016. Nevertheless, the failure to obtain adequate financing could eventually adversely affect our ability to operate as a going concern. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business." A full-text copy of the Form 10-Q is available for free at: http://is.gd/umHube About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $6.56 million in 2013, a net loss of $2.75 million in 2012 and a net loss of $3.11 million in 2011. LPC HOLDING: S&P Assigns 'B' CCR & Rates 1st Lien Loans 'B' ----------------------------------------------------------- Standard & Poor's Ratings Services said it assigned elastomeric component manufacturer LPC Holding Company its 'B' corporate credit rating. The outlook is stable. At the same time, S&P assigned Q Holding Company's first-lien credit facility (consisting of a $25 million revolving credit facility and $163 million first-lien term loan) its 'B' issue- level rating, with a recovery rating of '3', indicating S&P's expectation for meaningful recovery in the event of a payment default. S&P's recovery expectations are in the upper half of the 50% to 70% range. LPC manufactures highly-engineered, precision-molded elastomeric products used in electrical connector, ignition insulators and various medical and pharmaceutical applications. End markets include automotive, medical devices, industrial, aerospace, and other markets. S&P expects the company to remain relatively limited in terms of product and end-market diversity and maintain a modest revenue base over the next two years. Customer concentration is high and likely to remain so. However, the highly precise specifications of LPC's products, and the small percentage of the customer's total product cost they make up, should continue to support long- term customer relationships. In addition, LPC holds the number 1 market position for the majority of its products and its entrenched customer base provide some competitive advantage. "The outlook is stable. We expect modest revenue growth and stable margins will allow the company to maintain leverage below 5x. Additionally, we are forecasting stability in the automotive end market over the next two years," said Standard & Poor's credit analyst Svetlana Olsha. S&P could lower the ratings if weaker-than-expected market demand or operational issues cause deterioration in credit measures, such as leverage over 5x for an extended period, and if the company is unable to generate positive free cash flow. S&P could also lower the ratings if revolver availability declines and liquidity becomes constrained. S&P could raise the rating if it believes LPC's business risk profile compares more favorably to those of its 'B+' rated capital goods peers. This could occur if it were to meaningfully increase its scale, scope, and diversity while maintaining credit measures consistent with an "aggressive" financial risk profile. MACKEYSER HOLDINGS: Court OKs Payment of DIP Lenders' Expenses --------------------------------------------------------------- The Bankruptcy Court authorized Mackeyser Holdings, LLC, et al., to pay the allowed fees and expenses of the DIP lenders in an amount of $100,000; and (b) repay a portion of the DIP obligations in an amount of $523,614, pursuant to a compromise and settlement with the Official Committee of Unsecured Creditors, and certain of the Debtors' secured lenders -- Health Evolution Partners Fund I, L.P. and Series F of Health Evolution Partners Co-Invest, LLC. For the avoidance of doubt, these will constitute Dip obligations and will be paid in accordance with the settlement term sheet and the DIP documents: -- Fees and expenses incurred by the DIP lenders' counsel after closing of the Debtors' asset sales, which will be in an amount not to exceed $290,000 until Jan. 2015; -- Fees and expenses incurred by the DIP lenders' counsel in connection with the settlement term sheet in an amount not to exceed $75,000; and -- If anticipated litigation cause the DIP lenders' counsel to incur legal fees and expenses in excess of the $290,000, the fees and expenses of the DIP lenders' counsel. The amended events of defaults include, among other things, the failure of the Debtor to obtain confirmation of a Chapter 11 Plan of liquidation and to satisfy the conditions precedent to the effectiveness of the Plan by March 31, 2015. About MacKeyser Holdings MacKeyser Holdings, LLC and its operating affiliates -- American Optical Services, LLC, and Exela Hearing Services, LLC -- manage integrated eye care and hearing systems providers with over 80 optical retail, optometry and ophthalmology locations in 14 states. Within certain of the Company's locations, dedicated audiology and dispensing staff conduct diagnostics, fitting and dispensing of hearing systems. MacKeyser Holdings, LLC, American Optical Services, Inc. and their affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 14-11528 to 14-11550) on June 20, 2014. David R. Hurst, Esq., and Marion M. Quirk, Esq., at Cole, Schotz, Meisel, Forman & Leonard, PA. The Debtors' financial advisor is GlassRatner Advisory & Capital Group. The investment banker is Hammond Hanlon Camp LLC. The noticing and claims management agent is American Legal Claim Services, LLC. In its petition, MacKeyser Holdings estimated $50 million to $100 million in both assets and liabilities. The petitions were signed by Thomas J. Allison, authorized officer. Mackeyser Holdings, LLC, et al., and the Official Committee of Unsecured Creditors appointed in their Chapter 11 cases jointly proposed a plan that contemplates the liquidation of the Debtors and the resolution of outstanding claims against and interests in the Debtors. The U.S. Trustee for Region 3 has appointed three creditors to serve on the official committee of unsecured creditors. The Official Committee of Unsecured Creditors retained Cooley LLP as lead counsel; Klehr Harrison Harvey Branzburg LLP as co- counsel; and Giuliano, Miller & Company, LLC as financial advisor. MAST THERAPEUTICS: Incurs $7.87-Mil. Net Loss in Third Quarter -------------------------------------------------------------- Mast Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $7.87 million on $nil of revenues for the three months ended Sept. 30, 2014, compared with a net loss of $5.25 million on $nil of revenues for the same period in 2013. The balance sheet at Sept. 30, 2014, showed $56.2 million in total assets, $10.9 million in total liabilities and total stockholders' equity of $45.2 million. A copy of the Form 10-Q is available at: http://is.gd/28YVCd Mast Therapeutics, Inc., a biopharmaceutical company, focuses on developing therapies for serious or life-threatening diseases. It primarily develops MST-188, a phase III product candidate that has hemorheologic, cytoprotective, and anti-inflammatory properties for the treatment of sickle cell disease in patients. The company was formerly known as ADVENTRX Pharmaceuticals, Inc. and changed its name to Mast Therapeutics, Inc. in March 2013. Mast Therapeutics, Inc. was founded in 1995 and is headquartered in San Diego, California. METALDYNE CORP: Asahi Settles PBGC's Pension Case for $40MM ----------------------------------------------------------- Law360 reported that Asahi Tec Corp. has agreed to pay $39.5 million to put an end to litigation brought by the Pension Benefit Guaranty Corp. seeking to hold the Japanese car parts manufacturer liable for pension obligations tied to the bankruptcy of its Metaldyne Corp. unit, according to a statement. The Law360 report related that Asahi settled the dispute without admitting liability or consenting to U.S. court jurisdiction, the company said in a statement. The case is PENSION BENEFIT GUARANTY CORPORATION v. ASAHI TEC CORPORATION, Case No. 1:10-cv-01936 (D.D.C.). About Metaldyne Metaldyne LLC -- http://www.metaldyne.com/-- is a leading global manufacturer of engineered metal-based components for engine, transmission, and driveline applications in the automotive and light truck markets. Products include powder metal engine connecting rods, engine bearing caps, engine cylinder oil jets, transmission sub assemblies, forged differential gears and pinions, differential assemblies, engine balance shaft modules, transmission shafts, and engine crankshaft dampers. Metaldyne has over $1 billion in annual revenue, with 25 locations in 13 countries. Metaldyne Corp. and its affiliates filed for Chapter 11 protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412). The filing did not include the company's non-U.S. entities or operations. As of March 29, 2009, the Company, utilizing book values, listed assets of US$977 million and liabilities of $927 million. Richard H. Engman, Esq., at Jones Day, represented the Debtors in their restructuring. Judy A. O'Neill, Esq., at Foley & Lardner LLP served as conflicts counsel; Lazard Freres & Co. LLC and AlixPartners LLP as financial advisors; and BMC Group Inc. as claims agent. A committee of Metaldyne creditors was represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed Smith LLP, and the committee tapped Huron Consulting Services, LLC, as its financial advisor. Judge Martin Glenn approved the sale of substantially all assets to Carlyle Group in November 2009 for roughly $496.5 million, and confirmed the Debtors' liquidating chapter 11 plan on Feb. 23, 2010. Under the terms of the confirmed liquidation plan, Oldco M Distribution Trust is the post-confirmation entity charged with prosecuting all claim objections and distributing all plan assets pursuant to the terms of the plan. The Trust is represented by Kimberly E.C. Lawson, Esq., at Reed Smith LLP, in Wilmington, Del. METALICO INC: Registers 4.9 Million Shares for Resale ----------------------------------------------------- Metalico, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the resale or other disposition by TPG Specialty Lending, Inc., of up to an aggregate of 4,953,190 shares of the Company's common stock, $.001 par value per share, which represents 130% of the maximum number of shares of common stock currently underlying certain warrants issued to the selling stockholder. The Company is not selling any shares of its common stock under this prospectus and will not receive any proceeds from the sale or other disposition of shares by the selling stockholder, except that the Company may receive the proceeds of any cash exercises of the warrants, which, if received, would be used by the Company for general corporate and working capital purposes. The selling stockholder will bear all commissions and discounts, if any, attributable to the sale or other disposition of the shares. The Company will bear all costs, expenses and fees in connection with the registration of the shares. The Company's common stock is listed on NYSE MKT under the symbol "MEA." On Nov. 14, 2014, the last reported sale price of the Company's common stock on the American Stock Exchange was $0.47 per share. A full-text copy of the Form S-1 is available for free at: http://is.gd/poFBTl 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. METALICO INC: TPG Specialty Reports 6.1% Stake as of Nov. 5 ----------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, TPG Specialty Lending, Inc., and its affiliates disclosed that as of Nov. 5, 2014, they beneficially owned 3,810,146 shares of common stock of Metalico, Inc., reprsenting 6.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available at http://is.gd/sQb17E 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: Submits Post-Confirmation Brief for Ch. 11 Plan --------------------------------------------------------------- Midtown Scouts Square Property, LP, and Midtown Scouts Square, LLC submitted to the Bankruptcy Court a post confirmation brief in connection with their proposed Joint Plan of Reorganization, as modified on Oct. 23, 2014. According to the Debtors, on Oct. 28, 2014, the Court conducted a hearing on confirmation of the Plan. All creditors voted in favor of the Plan, except for the Richey Family Limited Partnership which also filed an objection to confirmation. After the Court heard evidence and oral argument, it requested the parties to submit a brief on the impact of Fifth Circuit's decision in matter of TMT Procurement Corporation. The Debtors' brief claims, among other things: 1. The Court estimated RFLP's general unsecured claim to be $1.4 million. The Plan proposes to pay this claim in full with interest. 2. However, RFLP is not interested in being paid $1.4 million. Rather, it asserts ownership of a 27% equity interest in the Debtor, Midtown Scouts Square Property, LP, but without the burdens of equity ownership such as issuing a guaranty in favor of the bank debt secured by the partnership's property. 3. The dispute over ownership of the 27% equity interest is pending in state court. Thus, the Plan provides that if RFLP is awarded this 27% interest, its right to the $1.4 million payment is forfeited; and, the Debtors will issues RFLP a 27% equity interest in Limited contingent on RFLP executing a partnership agreement and any guarantees required by those lenders who have liens on Limited's property. 4. RFLP asserted that this Court does not have jurisdiction over disputes regarding equity ownership in the Debtor. 5. RFLP is wrong notwithstanding the decision in matter of TMT Procurement Corporation. The Debtors request that the Court approve the modification to the Plan because the Debtors desire to modify the Plan to reflect the agreement reached between the Debtors and its secured lender regarding treatment of the secured lender's claim. As reported in the Troubled Company Reporter on Oct. 10, 2014, the Debtors have proposed a Reorganization Plan that provides for these terms: (1) Allowed Administrative Claims and Priority Non-Tax Claims will be paid in cash in full; (2) Allowed Ad Valorem Claims of Taxing Authorities will be paid in cash full within 30 days of the Effective Date; (3) Allowed Non-Tax Priority Claims, if any, will be paid in cash in full within 30 days of the Effective Date; (4) Allowed Priority Tax Claims, if any, will be paid in full within 30 days of the Effective Date including interest at the statutory rate; (5) Allowed Secured Claim of Bank of Houston secured by liens on the Office Building will be paid by pursuant to the terms of the prepetition promissory note, with the unpaid prepetition amount due added on to the end of the respective note; (6) Allowed Secured Claim of Bank of Houston secured by liens on the Parking Garage will be paid by pursuant to the terms of the prepetition promissory note, with the exception that the term of the note will be extended by 60 months with the unpaid prepetition amount due added on to the end of the respective note; (7) Allowed Secured Claim of the Debtors' second lien lender (Mercantile Capital Corporation) will be converted to the permanent SBA Debenture (504 loan) and will be paid pursuant to terms of the pre-approved SBA note; (8) Allowed Non-Insider Unsecured Claims will be paid in full with interest at 5% over 60 months beginning on the Effective Date with quarterly distributions thereafter; (9) The Allowed Claims of Insiders, including any Allowed Claim of Richey Family Limited Partnership, Todd Richey and L.E. Richey, will be paid in full with interest at 5% over 60 months, or in the event the Court determines that the Richey's hold an equity interest in the Debtors, such claim will be converted to equity; (10) In exchange for converting the postpetition financing claim entitled to priority under Section 503(b)(l), his prepetition claim of $260,624, and the Equity Infusion, Atul Lucky Chopra will retain his 100% equity interest in the Reorganized Debtors, or a reduced equity percentage if the Court determines that the Richeys hold an equity interest in the Debtors. As reported in the TCR on Sept. 9, 2014, the tabulation of balloting on the Joint Plan showed that for each of the voting classes, the Debtors got 89% to 100% acceptance of the Plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/MIDTOWNSCOUTS_148_ds.pdf 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. MOOG INC: New Upsized 2022 Notes No Impact on Moody's Ca2 CFR ------------------------------------------------------------- Moody's Investors Service said Moog Inc.'s Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating are not impacted by the $50 million upsizing of the company's new senior unsecured notes due 2022 to $300 million from $250 million. Also, the Ba3 rating on the notes remains unchanged. The company's SGL-2 liquidity rating also remains unchanged as does the outlook at stable. Moog, Inc., headquartered in East Aurora, NY, is a designer and manufacturer of high performance precision motion control products and systems for aerospace and industrial markets. The company operates within five segments: Aircraft Controls, Space and Defense Controls, Industrial Systems, Components, and Medical Devices. Moog reported fiscal year ended September 30, 2014 revenues of approximately $2.65 billion. MONROE HOSPITAL: Patient Care Ombudsman Not Needed Despite Cases ---------------------------------------------------------------- Monroe Hospital, LLC, submitted an amended supplement for entry of an order ordering that a patient care ombudsman must not be appointed in the Debtor's case. The amended supplement was filed out of an abundance of caution and to inform the Court that it is a party to certain medical malpractice cases that it was not previously aware of. The Debtor maintains that it is not necessary to appoint a patient care ombudsman in the case. According to the Debtor, despite the malpractice cases, the Debtor still maintains that a patient care ombudsman is not appropriate in the case. The malpractice cases only involve six of the thousands of patients that have received care at the Hospital or the other practices operated by the Debtor, and the complaints of these six patients are not representative of the excellent healthcare that the Debtor provides. About Monroe Hospital Monroe Hospital, LLC, since 2006, has operated a 32 licensed bed private acute care medical surgical hospital in Bloomington, Indiana. It leases the land on which the hospital is located from MPT Bloomington, LLC. Monroe Hospital, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ind. Case No. 14-07417) in Indianapolis, Indiana, on Aug. 8, 2014. Joseph Roche signed the petition as president and chief executive officer. In its schedules, the Debtor disclosed $14,327,739 in total assets and $136,386,925 in liabilities. The case is assigned to Judge James M. Carr. The Debtor is represented by attorneys at Bingham Greenebaum Doll LLP. Upshot Services LLC acts as the Debtor's noticing, claims and balloting agent. MVB HOLDING: Okayed to Sell 86 Gaming Devices to Golden Nugget -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi authorized MVB Holding, LLC, to convey 86 gaming devices to Riverboat Corporation of Mississippi doing business as Golden Nugget, Biloxi, for $685,998. The Debtor is also authorized to use Modern Gaming, Inc., a licensed gaming device vendor from Denham Springs, Louisiana, to act as intermediary to prepare all paperwork necessary for the transfer of the gaming devices to Golden Nugget and to pay from the sale proceeds the sum of $100 per machine for performing all necessary devices to the buyer in accordance with the rules of the Mississippi Gaming Commission. Additionally, the Debtor is authorized to pay from the sale proceeds $200 per device to the Mississippi Gaming Commission for the sale and transfer of the gaming devices. The net sale proceeds of $685,998, minus the sum of $25,800, to be paid to Modern Gaming and the MGC will be placed in a separate interest bearing debtor-in-possession account to remain pending further order of the court. Objections Previously Filed Clay Point, LLC, said that it does not oppose to the sale provided that the order approving the sale required that the proceeds be held in a segregated account with liens, if any, to attach to the proceeds, which proceeds may not be distributed until the time the Court determines the proper allocation for the funds. Guggenheim Corporate Funding, LLC, as administrative agent and collateral agent requested that the Court condition the sale upon payment to Guggenheim of the proceeds of the sale. About MVB Holding MVB Holding, LLC, in Biloxi, Mississippi, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Miss. Case No. 14-51430) on Sept. 16, 2014. MVB owns the Margaritaville casino in Biloxi. Judge Katharine M. Samson presides over the case. Robert Alan Byrd, Esq., at Byrd & Wiser, serves as the Debtor's counsel. MVB estimated disclosed, in its schedules $1,367,870 in assets and $25,381,127 liabilities as of the Petition Date. The petition was signed by Doug Shipley as president/CEO. The U.S. Trustee for Region 5 appointed three creditors of MVB Holding, LLC to serve on the official committee of unsecured creditors. MT LAUREL LODGING: Disclosure Statement Hearing Reset to Feb. 25 ---------------------------------------------------------------- The Bankruptcy Court has rescheduled the hearing on the disclosure statement explaining Mt. Laurel Lodging Associates, LLP's proposed Chapter 11 Plan to Feb. 25, 2015. Under the Plan, the Debtor intends to emerge from bankruptcy by restructuring its debts and ownership structure. The reorganized Debtor will be owned by the Equity Holders and one or more of their designees and Equity Investor. Sun will continue to manage the Hotel pursuant to its existing Hotel Management Agreement, which requires the Debtor's payment of (a) a monthly management fee in the amount of 4% of the Hotel's gross revenues, and (b) a monthly accounting fee in the amount of 0.5% of the Hotel's gross revenues. The Debtor intends to assume its Franchise Agreement and pay the Franchisor Claim in full on or as soon as reasonably practicable after the Plan's Effective Date. The Franchisor Claim totals $65,117. Payments to Creditors will be funded from the Equity Contribution, the Effective Date Cash and the Hotel's ongoing cash flows. Copies of the Plan and Disclosure Statement are available for free at: * http://bankrupt.com/misc/MTLAUREL_Plan_09192014.pdf * http://bankrupt.com/misc/MTLAUREL_DS_09192014.pdf About Mt. Laurel Lodging Associates Mt. Laurel Lodging Associates, LLP and its debtor-affiliates filed for separate Chapter 11 protection (Bankr. S.D. Ind. Lead Case No. 13-11697) on Nov. 4, 2013. The debtor-affiliates are Ontario Lodging Associates, LLC; Riverside Lodging Associates, LLC; Rosenburg Lodging Associates, LLP; Tampa Palms Lodging Associates, LLP; Titusville Lodging Associates, LLP; and Conroe Lodging Associates, LLP. Bankruptcy Judge Robyn L. Moberly presides over the case. David M. Neff, Esq., and Brian A. Audette, Esq., at Perkins Coie LLP, and Andrew T. Kight, Esq., at Taft, Stettinius & Hollister LLP represent the Debtor in their restructuring efforts. The National Republic Bank of Chicago is represented by Bose McKinney & Evans LLP and Stark & Stark, PC. The Debtor estimated assets and debts at $10 million to $50 million. The petitions were signed by Bharat Patel, general partner. MT LAUREL LODGING: Matters Related to FDIC Receiver Stayed ---------------------------------------------------------- U.S. Bankruptcy Judge Robyn L. Moberly has ordered that all contested matters and proceedings in this Chapter 11 case to which Federal Deposit Insurance Corporation (FDIC), as Receiver for The National Republic Bank of Chicago (NRB), is or may become a party in interest are stayed through February 9, 2015. However, the cash collateral hearing set for December 29, 2014, is not stayed, and the Debtor is not stayed from seeking continued use of cash collateral. Federal Deposit Insurance Corporation (FDIC), as Receiver for The National Republic Bank of Chicago (NRB), earlier said that it requires additional time to perform its responsibilities with respect to NRB and to investigate all proceedings pending in this Chapter 11 case that concern NRB. Moreover, the FDIC has a statutory right to a 90-day stay of all proceedings in this case in which NRB is a party in interest. On October 24, 2014, the United States Office of the Comptroller of the Currency (?OCC?) appointed the FDIC as Receiver for NRB. The FDIC is represented by: BOSE MCKINNEY & EVANS LLP James E. Carlberg, Esq. James P. Moloy, Esq. 111 Monument Circle, Suite 2700 Indianapolis, IN 46204 Tel: (317) 684-5000 Fax: (317) 684-5173 E-mail: jcarlberg@boselaw.com jmoloy@boselaw.com In response, the Debtor states that if the Court grants the Motion and imposes an unlimited stay as requested by the FDIC, Debtor's right to use NRB's cash collateral will expire on December 31, 2014 and Debtor will be expressly precluded from seeking the further use of such cash collateral, as the hearing and expiration dates will fall within the 90-day stay. The Debtor's inability to use NRB's cash collateral would be catastrophic to the operation of Debtor's hotel, as Debtor cannot maintain its business without the use of its cash. The Debtor would have to close its hotel if it cannot continue to use cash collateral, a result that would cause irreparable harm to Debtor and all of its creditors. The Debtor requests that the entry of any order granting the Motion carve out any matter that might subject Debtor's estate to irreparable harm, including Debtor's need for the use of cash collateral. In that regard, Debtor requests that the Court allow the hearing on Debtor's further use of cash collateral to proceed on December 29, 2014 as scheduled. About Mt. Laurel Lodging Associates Mt. Laurel Lodging Associates, LLP and its debtor-affiliates filed for separate Chapter 11 protection (Bankr. S.D. Ind. Lead Case No. 13-11697) on Nov. 4, 2013. The debtor-affiliates are Ontario Lodging Associates, LLC; Riverside Lodging Associates, LLC; Rosenburg Lodging Associates, LLP; Tampa Palms Lodging Associates, LLP; Titusville Lodging Associates, LLP; and Conroe Lodging Associates, LLP. Bankruptcy Judge Robyn L. Moberly presides over the case. David M. Neff, Esq., and Brian A. Audette, Esq., at Perkins Coie LLP, and Andrew T. Kight, Esq., at Taft, Stettinius & Hollister LLP represent the Debtor in their restructuring efforts. The National Republic Bank of Chicago is represented by Bose McKinney & Evans LLP and Stark & Stark, PC. The Debtor estimated assets and debts at $10 million to $50 million. The petitions were signed by Bharat Patel, general partner. NAKED BRAND: Hires BDO USA as Accountants ----------------------------------------- Naked Brand Group Inc.'s Board of Directors has appointed BDO USA, LLP, as its principal independent auditor as a result of the migration of the Company's office to New York. During the Company's fiscal years ended Jan. 31, 2014, and Jan. 31, 2013, and in the subsequent interim period through the date of appointment of BDO, the Company has not consulted with BDO regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, nor has BDO provided to the Company a written report or oral advice that BDO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, other than in connection with carrying out the review procedures required under Appendix K of SEC Practice Section rules adopted by the Public Company Accounting Oversight Board (PCAOB). In addition, during those periods, the Company has not consulted with BDO regarding any matter that was either the subject of a disagreement. About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York, New York. The Company's balance sheet at July 31, 2014, showed $4.98 million in total assets, $35.18 million in total liabilities and a stockholders' deficit of $30.2 million. As at July 31, 2014, the Company had not yet achieved profitable operations and expects to incur significant further losses in the development of its business, which casts substantial doubt about the Company's ability to continue as a going concern, the Company stated in the quarterly report for the period ended July 31, 2014. NET PAY SOLUTIONS: IRS Says Trustee Can't Recoup $3M Payment ------------------------------------------------------------ Law360 reported that the United States asked a federal court in Pennsylvania to toss out an action from the trustee of a bankrupt payroll services firm to keep $3 million in payments to the Internal Revenue Service, saying the transfers do not qualify as preferences that can be recovered. According to the report, the IRS said a bankruptcy trustee may recover as preferences some payments made within 90 days before the bankruptcy filing, but none of the payments made by Net Pay Solutions Inc. qualify for recovery because they were either outside the 90-day window, are below a de minimis exemption or did not belong to the debtor. The case is Slobodian v. Internal Revenue Service, case number 1:13-cv-02677, in the U.S. District Court for the Middle District of Pennsylvania. NORTEL NETWORKS: Bondholders, Retirees Fight Over Interest ---------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the U.S. Bankruptcy Court in Delaware heard arguments on whether holders of U.S. bonds issued by Nortel Networks Inc. are getting $900 million in interest they don't deserve. According to the Bloomberg report, the U.S. side of the defunct electronics firm proposed a settlement regarding the rate of interest owing to bondholders. Peg Brickley, writing for Daily Bankruptcy Review, reported that the settlement establishes the amount of interest bondholders may ultimately collect in Nortel's global bankruptcy proceeding. The DBR report said the Canadian unit attacked the settlement, saying the settlement is too rich and the money should go to Canadian retirees. The judge on the Canadian side of the liquidation already ruled that bondholders aren't entitled to interest after bankruptcy, the Bloomberg report noted. 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. PALM DRIVE: U.S. Trustee Appoints 7-Member Employees Committee -------------------------------------------------------------- Tracy Hope Davis, U.S. Trustee for Region 17, appointed seven persons to serve in an official committee of employees: 1. Laureen Buettner 2. Susan Fabiano 3. Sarina Ferguson 4. Rosemary Pryszmant 5. Aram Rahimi 6. Pamela Reed 7. Carmen Xicohtecatl About Palm Drive Health Care District Palm Drive Health Care District, owner and operator of the Palm Drive Hospital, in Sebastopol, California, filed a petition under Chapter 9 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 14- 10510) amid a "sustained reduction in patient volume and revenue." In its Chapter 9 petition filed April 7, 2014, in Santa Rosa, California, the Debtor estimated $10 million to $50 million in assets and liabilities. The Debtor is represented by Michael A. Sweet, Esq., at Fox Rothschild LLP, as counsel. The Official Committee of Unsecured Creditors retained Pachulski Stang Ziehl & Jones & LLP as its counsel. PANTECH CO: Dec. 17 Hearing on US Recognition of Korean Bankruptcy ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Georgia is set to hold a hearing on Dec. 17 to consider recognition of Pantech Co., Ltd.'s bankruptcy case in Korea as "foreign main proceeding." The court hearing will be held at Room 1204, U.S. Courthouse, 75 Spring Street NW, in Atlanta, Georgia. If the bankruptcy court issued an order in favor of Pantech, the South Korean mobile-phone maker would receive the benefits of U.S. bankruptcy law, including the automatic stay that halts lawsuits in the U.S. and prevents creditors from seizing assets. About Pantech Founded in 1991, Pantech Co. is a Korean manufacturer and seller of mobile devices. Major shareholders include Qualcomm (11.96%), Korea Development Bank (11.81%), and Samsung Electronics Co., Ltd (10.03%). Pantech filed for court receivership in Seoul, Korea in August 2014 after its latest flagship smartphone failed to take off. The Seoul Court set Nov. 7, 2014 as the date of the first meeting of persons concerned. The company filed for Chapter 15 bankruptcy protection at the U.S. Bankruptcy Court in Atlanta (Bankr. N.D. Ga. Case No.: 14-70482) on Oct. 16, 2014. Joonwoo Lee, the Seoul-court appointed custodian, serving as foreign representative in the U.S. case, is represented by attorneys at Jacobs Legal, LLC, and H.C. Park & Associates. The Debtor is estimated to have assets and debt ranging from $100 million to $500 million. PHOENIX PAYMENT: Wants Until Feb. 2 to Remove Actions ----------------------------------------------------- Phoenix Payment Systems, Inc., asks the U.S. Bankruptcy Court to extend until Feb. 2, 2015, the deadline to file notices of removal under Bankruptcy Rule 9027(a). The Debtor filed the request before the removal deadline will expire on Nov. 3. The Debtor is party to various civil actions and is in the process of assessing the relevant information to make informed decisions and to determine whether removal of any is warranted. The Debtor has been preoccupied with the sale of substantially all of its assets to EPX Acquisition Company, LLC, an affiliate of North American Bancard, LLC. After the closing date, the Debtor is tasked to formulate a plan of reorganization, resolve disputed claims, and make distributions to creditors and interest holders. In this relation, the Debtor has yet to finish its analysis as to whether any pending actions must be removed. The Court will convene a hearing on Nov. 24, 2014 at 2:00 p.m., to consider the matter. About Phoenix Payment Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic Payment Systems, aka EPX, is an international payment processor with corporate headquarters in Wilmington, Delaware, and technology headquarters in Phoenix, Arizona. It provides acceptance, processing, support, authorization and settlement services for credit card, debit card and e-check payments. Providing processing services at more than 8,700 locations worldwide, PPS processed, in multiple currencies, 280 million transactions in 2013 and expects to process 400 million in 2014. Phoenix Payment Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4, 2014, to quickly sell its assets. As of the Petition Date, the Debtor had total outstanding liabilities and other obligations of $16.6 million and 9.8 million shares of outstanding preferred and common stock. Debt to secured creditor The Bancorp Bank is estimated at $6.2 million. The Debtor disclosed $7,230,399 in assets and $14,083,645 in liabilities as of the Chapter 11 filing. Judge Mary F. Walrath presides over the case. The Debtor's attorneys are Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York; and Mark D. Collins, Esq., Russell Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A. Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's banker and financial advisor is Raymond James & Associates, Inc., while Bederson, LLC, is the Debtor's accountant. PMCM, LLC, provides advisory services and executive leadership to the Debtor. The Debtor's claims and noticing agent is Omni Management Group, LLC. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors. The Committee tapped to retain Lowenstein Sandler LLP, and White and Williams LLP as its co-counsel; Alvarez & Marsal North America, LLC as its financial consultant. PORTER BANCORP: Maria Bouvette Reports 21.6% Stake as of Nov. 17 ---------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Maria L. Bouvette disclosed that as of Nov. 17, 2014, she beneficially owned 2,858,128 shares of common stock of Porter Bancorp, Inc., representing 21.8 percent of the shares outstanding. Chester Porter ceased to be the beneficial owner of any shares of common stock as May 19, 2014. As a result of Mr. Porter's death, Mr. Porter's estate became the owner of 3,198,405 shares, representing 24.4% of the Company's outstanding common stock. Betty Porter, as executrix of estate of Mr. Porter, has sole power to vote and dispose of those shares. . A copy of the regulatory filing is available for free at: http://is.gd/czug2X About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. Porter Bancorp incurred a net loss attributable to common shareholders of $3.39 million in 2013, a net loss attributable to common shareholders of $33.43 million in 2012 and a net loss attributable to common shareholders of $105.15 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $1.03 billion in total assets, $1 billion in total liabilities and $29.32 million in total stockholders' equity. Crowe Horwath, LLP, in Louisville, Kentucky, 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 substantial losses in 2013, 2012 and 2011, largely as a result of asset impairments. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios. Additional losses or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern. POSITIVEID CORP: Posts $1.6 Million Net Loss for Third Quarter -------------------------------------------------------------- PositiveID Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $1.61 million on $325,000 of revenue for the three months ended Sept. 30, 2014, compared to a net loss attributable to common stockholders of $3.30 million on $0 of revenue for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss attributable to common stockholders of $5.53 million on $745,000 of revenue compared to a net loss attributable to common stockholders of $11.07 million on $0 of revenue of revenue for the same period last year. As of Sept. 30, 2014, the Company had $1.36 million in total assets, $9.02 million in total liabilities and a $7.66 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/Kd1xcp About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID reported a net loss attributable to common stockholders of $13.33 million on $0 of revenue for the year ended Dec. 31, 2013, as compared with a net loss attributable to common stockholders of $25.30 million on $0 of revenue in 2012. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has a working capital deficiency and an accumulated deficit. Additionally, the Company has incurred operating losses since its inception and expects operating losses to continue during 2014. These conditions raise substantial doubt about its ability to continue as a going concern. PRIMUS GUARANTY: Commences Members' Voluntary Liquidation ---------------------------------------------------------- Primus Guaranty, Ltd. disclosed that at a Special General Meeting of Shareholders held on November 20, 2014 its shareholders approved a proposal to wind up the Company by way of a members' voluntary liquidation under the Companies Act 1981 of Bermuda. Mr. Mark W.R. Smith, of Deloitte Ltd., was appointed by the shareholders as the Company's Liquidator. Certain other proposals ancillary to the voluntary liquidation and Mr. Smith's appointment, all of which are described in the Company's proxy statement for the Special General Meeting and are available in the Investor Relations section of the Company's Web site at www.primusguaranty.com as well as at www.envisionreports.com/prsg also were approved by the shareholders. With the commencement of the voluntary liquidation, the powers and authorities of the Company's Directors and management have ceased and been assumed by the Liquidator. In addition, the Company's stock transfer books, known under the Companies Act as the Register of Members, are now frozen, and the Company's transfer agent will not record or recognize any subsequent assignments or transfers of the Company's common shares, par value $0.08 per share made by registered shareholders. Securities brokers, however, may continue to make a market for the Common Shares held in street name, and the Common Shares may continue to be traded in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the OTC Markets Pink Sheets or the OTC Bulletin Board. There can be no assurance, however, that such trading will continue on the OTC Markets Pink Sheets, the OTC Bulletin Board, or otherwise. In addition, the market liquidity of the Common Shares may be reduced and, as a result, investors may find it more difficult to dispose of, or obtain accurate quotations for the price of, the Common Shares, if they are able to trade the Common Shares at all. The Company has adopted a Plan of Liquidation for U.S. Federal Income Tax Purposes and has, to date, made three partial liquidating distributions pursuant to such Plan aggregating $10.70 per Common Share. During the voluntary liquidation the Company may pay one or more additional distributions, and at the completion of the voluntary liquidation expects to pay a final distribution to shareholders of record on the date the voluntary liquidation commences. However, the Company is unable to predict the amount or timing of any subsequent partial or final liquidating distribution, which will depend upon the expenses incurred by the Company, the timing of the resolution of matters for which the Company has established reserves, the amount to be paid in satisfaction of contingencies, and the Company's ability to convert any remaining non-cash assets into cash, among other things. PVA APARTMENTS: Owner Regains Control of the Debtor --------------------------------------------------- Bankruptcy Judge Roger L. Efremsky authorized PVA Apartments, LLC, to appoint Eric Terrell, owner P.O. Box 223 Sydney, MO 59270 Tel: (510) 517-3191 as the individual responsible for performing the duties and obligations of the debtor-in-possession. As reported in the Troubled Company Reporter on Nov. 4, 2014, the Debtor wanted to regain management of its two properties located in Concord, California. Mr. Terrell is expected to be responsible for: (a) all financial decisions; (b) review and final approval of monthly operating reports; (c) appearance at 341 meetings and Debtor interviews by the U.S. Trustee's Office; (d) retention of professionals and other required individuals for employment; (e) decisions concerning proposed purchase and sale of estate property; (f) preparation, review, and compliance with taxation question; and (g) compliance with City, County, and State requirements for estate property. The Debtor said it will propose that management of its properties be turned over to Infinity Investments, a property management firm, and that the Debtor, with the assistance of the firm, be allowed to manage its assets in accordance with Sections 1107 and 1008 of the Bankruptcy Code. To recall, the two properties are currently under the control of a receiver appointed in connection with a lawsuit initiated by the Debtor's prepetition secured lender. Sydney Jay Hall, Esq., in Burlingame, California, told the Court that Mr. Terrell is particularly aware of the problems and is aware of corrections made to the properties over the past year by contractors hired by the court receiver. Had creditors extended an offer of forbearance, Mr. Terrell would have exercised similar corrections and repairs, Mr. Hall asserts. Secured lender Concord Funding Group, LLC, objected to the Debtor's motion, asserting that Mr. Terrell should not be responsible for managing the apartment buildings as title to the apartment buildings is vested in Codessa Terrell, not the Debtor. Concord also argued that Mr. Terrell has not proven qualified to manage the Debtor or its assets. "The Debtor and BEA has bled the Properties of all rents for months before the receiver's appointment while allowing the properties to deteriorate to a point where the City of Concord was threatening to condemn them," Susan S. Davis, Esq., at Cox, Castle & Nicholson LLP, in Los Angeles, California, told the Court. The Debtor, in response to the Concord's objection, maintained that its application must be approved over Concord's attempt to advance its Section 543(d) motion. The Debtor pointed out that Concord hired its own receiver to control the property; the receiver served as both property manager and receiver, and the receiver pays himself over $100,000 in fees in just 11 months of service. The Debtor told the Court that "Mr. Terrell exhausted his personal savings on the buildings in question before Concord Funding abruptly interjected and appointed its receiver and launched its campaign to discredit him and the Debtor company." About PVA Apartments Oakland, California-based PVA Apartments, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Case No. 14-44224) on Oct. 18, 2014. The case is assigned to Judge Roger L. Efremsky. The Debtor's counsel is Sydney Jay Hall, Esq., at Law Offices Of Sydney Jay Hall, in Burlingame, California. The Debtor's estimated assets range from $10 million to $50 million and estimated liabilities range from $1 million to $10 million. This is the Debtor's third time in bankruptcy. PVA Apartments sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 14-43966) in Oakland on Sept. 29, 2014. The case was dismissed on Oct. 17, 2014. The Debtor previously filed a Chapter 11 petition on Oct. 4, 2013 (Bankr. N.D. Cal., Case No. 13-45558), which was dismissed on Oct. 29, 2013, for failure to file the balance of schedules of assets and liabilities on or before the date set by the Court. QLIK TECHNOLOGIES: Has $14.4-Mil. Net Loss for Q3 ------------------------------------------------- Qlik Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $14.4 million on $131 million of total revenue for the three months ended Sept. 30, 2014, compared with net income of $2.99 million on $104.1 million of total revenue for the same period in the prior year. The Company's balance sheet at Sept. 30, 2014, showed $448 million in total assets, $184.31 million in total liabilities and stockholders' equity of $263.92 million. A copy of the Form 10-Q is available at: http://is.gd/V0nukx Qlik Technologies, Inc., designs and develops business intelligence software solutions. The company engages in the business of development, commercialization and implementation of software products and related services. Its Business Discovery platform, QlikView, combines enterprise-class analytics and search functionality with the simplicity and ease-of-use found in office productivity software tools for a broad set of business users. The company markets and sells its products and services to the consumer products and retail, financial services, healthcare, infrastructure services, distribution and manufacturing industries. Qlik Technologies was founded by Bjorn Berg and Staffan Gestrelius in 1993 and is headquartered in Radnor, PA. QUALITY LEASE: Files Schedules of Assets and Liabilities -------------------------------------------------------- Quality Lease and Rental Holdings, LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas schedules of assets and liabilities, as amended: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $64,176 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $37,680,050 E. Creditors Holding Unsecured Priority Claims $250,176 F. Creditors Holding Unsecured Non-Priority Claims $31,185,874 ----------- ----------- Total $64,176 $69,116,100 A copy of the schedules is available for free at http://bankrupt.com/misc/QualityLease_SAL.pdf The Court gave the Debtor an extension until Nov. 11, 2014, of the deadline to supplement schedules of assets and liabilities and statement of financial affairs with information about prepetition inter-company transfers. About Quality Lease and Rental Holdings, LLC Quality Lease and Rental Holdings, LLC, doing business as Rocaceia Energy Services, sought bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Case No. 14-60074) on Oct. 1, 2014. Related entities Quality Lease Rental Service, LLC, Quality Lease Service, LLC, and Rocaceia, LLC also sought bankruptcy protection (Case Nos. 14-60075 to 14-60077). The cases are assigned to Judge David R Jones. The Debtors have tapped Walter J Cicack, Esq., at Hawash Meade Gaston Neese & Cicack LLP, in Houston, as counsel. QUEST SOLUTION: Posts $62,700 Net Income in Third Quarter --------------------------------------------------------- Quest Solution, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $62,786 on $9.08 million of total revenues for the three months ended Sept. 30, 2014, compared to a net loss of $181,356 on $804,000 of total revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported net income of $47,003 on $26.14 million of total revenues compared to a net loss of $527,758 on $2,073 of total revenues for the same period last year. As of Sept. 30, 2014, the Company had $21.91 million in total assets, $21.66 million in total liabilities and $242,807 in total stockholders' equity. At Sept. 30, 2014, the Company had cash in the amount of $1,584,699 and a working capital deficit of $3,740,709. "With all of the consolidation of major manufacturers in this market, we have maintained high levels of performance well above industry norms," stated Kurt Thomet, president, Quest Solution, Inc. "We have great people, superior software and professional processes which propel our continued growth. Additionally, we are working on fine tuning our marketing and customer penetration strategies with our own sales teams and with larger, better funded field sales organizations of our strategic hardware and distribution partners." "I am also pleased to report that our growth has come from both new customers and existing long term multi year customers. Our number of major well known corporations with whom we do business has increased and our strategy of going deeper and wider inside our customer base is resulting in great new projects," added Thomet. A full-text copy of the Form 10-Q is available for free at: http://is.gd/wB7wea Named to CRN Fast Growth 150 List Quest Solution had been named to the CRN Fast Growth 150 list. The Fast Growth 150 list recognizes those solution providers that have been the fastest growing over a two-year period based on gross revenue from calendar year 2011 to calendar year 2013. These solution providers have demonstrated exceptional business finesse in order to thrive despite a turbulent IT economy. "The solution providers recognized in CRN's Fast Growth 150 list have successfully navigated the industry's economic upheaval and have adapted their businesses and grown despite the significant changes that evolving technologies like cloud computing, collaboration and mobility have created in the IT space," said Robert Faletra, CEO of The Channel Company, publisher of CRN. "These organizations are some of the most successful solution providers in business today, and it is our pleasure to recognize them for their accomplishments and draw attention to them as leaders in today's IT channel." "It is a distinct honor to be recognized by The Channel Company which has for decades been a champion of growth and innovation in our industry," stated Kurt Thomet, president, Quest Solution, Inc. "As we execute our business model with new technologies and leadership under our collective roof, a recognition of our aptitude and successes is most welcomed." Highlights on the Fast Growth 150 list are featured in the October issue of CRN and can be viewed online at http://www.crn.com. Named Datamax-O'Neil Premier Partner Quest Solution has been promoted to Premier Partner status in the Datamax-O'Neil Valued Partner Program. Headquartered in Orlando, Florida, Datamax-O'Neil is a global provider of label and receipt printing solutions. The Valued Partner Program was established in 2006. Members of the VPP are assigned a reseller category based on their business model, commitment to Datamax-O'Neil, and other qualifying requirements. Under the new 2014 VPP structure announced in July, resellers can receive comprehensive support in one of four categories: DMAR, Authorized, Select and Premier. Partners benefit from advantages such as lead generation services, extra discounts and rewards, which helps Datamax-O'Neil support growth and sales among its resellers worldwide. As a Premier Partner, Quest Solution, Inc., will receive additional discounts which will support competitive selling in Quest Solution, Inc.'s target vertical markets. "We are thrilled with the efforts Quest Solution, Inc. has put forth in promoting our printers in the marketplace, and their dedication to the Datamax-O'Neil product line," said Tom Park, VP Portable Business Unit, at Datamax-O'Neil. "Our success in the Automatic Identification and Data Collection market depends on the hard work of our channel partners. Quest Solution, Inc., is a valuable member of our channel community, and as a Premier Partner, will be positioned to expand sales of our printers in the future." "Quest Solution, Inc. is proud to be named as a Datamax-O'Neil Premier Partner," said George Zicman, SVP of Sales, Quest Solution, Inc. "We will continue our commitment to deliver innovative solutions utilizing the Datamax-O'Neil family of printers, and look forward to more success in the future." Secures $ 1MM+ Order Quest Solution had successfully sold a new route accounting solution to Alpha Baking Company, Inc. Alpha Baking is one of the largest specialty baking companies in the U.S., and it has been recognized as a Top Sysco Supplier, Top Burger King Supplier, Kroger Bakeries Supplier of the Year and Sosland Publication's Baker of the Year in 2004. "We are tremendously pleased to provide Quest Solution's technology to a market leader like Alpha Baking," stated Kurt Thomet, president, Quest Solution, Inc. "This significant deal adds to our penetration in the bakery vertical and expresses the strong utility of our technology in an array of supply chain companies. Moreover, it also shows clearly that a large market leader with many choices for potential technology partners has selected Quest Solution, Inc. to be the integrator of hardware, strategic software partner MiT Systems, Inc. software and professional services provider. Of course, it also projects to add significant revenue." Of the top 30 bakers in the industry, Alpha is the fifth member of this elite group to choose Quest Solution, Inc. These bakers recognize the highly configurable solution combined with the very best industry expertise and professional services yield advantages more affordably than any other choice in the market today. With Quest Solution, Inc., bakeries serve more customers with less resources used, and with the advanced elements of correct forecasting, the result is fewer stales and stock outs. "After considering a number of options we selected Quest Solution, Inc. to provide the solution integration Alpha Baking needed to continue its successes in the marketplace," said William Houston, Director of Information Technology -- Alpha Baking. "In addition to Quest Solution's impressive technology portfolio, we truly appreciate Quest Solution's dedication to our project, being engaged from the start with route rides and taking the time to truly understand our business. Working with Quest Solution, Inc. made us realize how good a partnership with a vendor can be and made us look at our other vendor relationships differently." Plans to Reduce Debt Quest Solution announced that several senior executives of the Company have agreed to a transaction with the Company. "Based on our ongoing commitment to Quest Solution, Inc., we are in discussions to convert some of our debt into common stock in Quest Solution, Inc.," stated Kurt Thomet. "While we are still formalizing the final details of the transaction, I am comfortable stating the executed agreement will provide us with a strong stock ownership position in the company, while at the same time reducing the Company's debt." "We believe that this debt reduction will help with potential acquisitions, bank financing, and investment banking relationships, and relieve the burden of the debt service," stated Jason Griffith, CEO of Quest Solution, Inc. "In furtherance of earlier discussions and conversations related to this transaction, we are excited about what this means for the Company and our shareholders in that it demonstrates significant confidence in the future of the Company by the executives." "Additionally, our management, operations and sales team have worked extremely hard this year and are excited about preliminary indications of our 3rd quarter results to deliver to our independent auditor to begin our Form 10-Q review process," added Griffith. About Quest Solution Quest Solution (formerly known as Amerigo Energy, Inc.) is a national mobility systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references. Motorola, Intermec, Honeywell, Panasonic, AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest Solution uses in its systems. Amerigo Energy reported a net loss of $1.12 million in 2013 following a net loss of $191,364 in 2012. L.L. Bradford & Company, LLC, Las Vegas, NV, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. QUICKSILVER RESOURCES: Romy Massey Named Chief Accounting Officer ----------------------------------------------------------------- The Board of Directors of Quicksilver Resources Inc. elected Romy M. Massey as the Company's vice president - chief accounting officer, effective as of Dec. 1, 2014. Ms. Massey is eligible to participate in the Company's Exempt Employee Discretionary Bonus Plan and, in her new role, her annual salary will be $210,000. Ms. Massey, 37, has served as the Company's controller since August 2012 and she was an assistant controller over consolidation and financial reporting from January 2012 to August 2012. Ms. Massey has also served as the Company's assistant secretary since May 2014. Ms. Massey is a Certified Public Accountant with more than 13 years of combined public accounting, corporate finance and financial reporting experience. Ms. Massey joined the Company from PricewaterhouseCoopers, where she was employed from September 2001 to January 2012 and served in various positions of increasing responsibility, including as Assurance Manager or Assurance Senior Manager from September 2007 to January 2012. Ms. Massey will succeed John C. Regan as the Company's chief accounting officer and Mr. Regan will continue to serve as the Company's senior vice president - chief financial officer. In addition, on Nov. 18, 2014, the Company's Compensation Committee approved the award of cash and equity bonuses to John C. Regan and Stan G. Page, senior vice president - U.S. Operations. Each of the cash awards is in the amount of $400,000, and will be payable on Dec. 1, 2014, subject to clawback if the recipient ceases to be an employee of the Company prior to the one-year anniversary of the payment date unless: (a) there has been a Change in Control on or prior to the date of the recipient's termination of employment; or (b) the recipient's employment terminates (i) as a result of a reduction in force, which termination is due to no fault of the recipient, subject to the recipient's execution and non-revocation of a release agreement satisfactory to the Company, (ii) due to disability (as determined by the Compensation Committee in good faith) or (iii) the recipient's death. Each of the equity awards is in the form of restricted shares and is with respect to 300,000 shares of Company common stock granted on Nov. 18, 2014. About Quicksilver Quicksilver Resources Inc. is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company is widely recognized as a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999 and is listed on the New York Stock Exchange under the ticker symbol KWK. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. Quicksilver Resources posted net income of $161.61 million in 2013 following a net loss of $2.35 billion in 2012. * * * As reported by the TCR on Sept. 30, 2014, Moody's Investors Service downgraded Quicksilver Resources Inc.'s Corporate Family Rating (CFR) to Caa3 from Caa1. "The downgrade to Caa3 reflects Moody's view that Quicksilver Resources' risk of default has further increased," said Pete Speer, Moody's Senior Vice President. The TCR reported on Oct. 7, 2014, that Standard & Poor's Ratings Services lowered its corporate credit rating on Quicksilver Resources Inc. to 'CCC-' from 'CCC+'. "The downgrade reflects our view that Quicksilver could undertake a distressed exchange for its $350 million subordinated notes due 2016 within the next six months," said Standard & Poor's credit analyst Carin Dehne-Kiley. R.S. BACON: Involuntary Ch.11 Filed Again; PPL Seeks Dismissal -------------------------------------------------------------- R.S. Bacon Veneer Company has been sent to Chapter 11 bankruptcy by 5 Stars, LLC and several other creditors, although the lender wants the case quickly dismissed so that it could pursue an Article 9 sale of the assets. The Debtor is in the business of manufacturing and selling exotic wood veneer within the architectural and design community, with operating facilities and offices in Grundy Center, Iowa and the Chicagoland area. The lender, PPL Group LLC, successor in interest to Fifth Third Bank, is owed $6,370,750 plus interest. It claims to have a first position lien on, and duly perfected security interest in, inter alia, substantially all of the Debtor's personal property assets. 5 Stars, et al., filed an involuntary Chapter 11 bankruptcy petition for R.S. Bacon (Bankr. N.D. Ill. Case No. 14-41737) in Chicago, Illinois, on Nov. 19. The case is assigned to Judge Donald R. Cassling. PPL Group points out that the Petitioning Creditors' counsel previously filed an involuntary petition against the Debtor that was rejected by the Court. An involuntary case was first filed against R.S. Bacon (Bankr. N.D. Ill. Case No. 14-41589) on Nov. 18, 2014, but the case was dismissed the next day. The Court found that the petition was insufficient as there was only one petitioning creditor, Nelson Brothers Land & Timber. Three are required by 11 U.S.C. Sec. 305(b)(1). Moreover, Nelson Brothers was not the holder of a claim free and clear of a bona-fide dispute given the pending state court litigation in DuPage County. In an attempt to remedy his Sec. 305(b)(1) problem, counsel has rounded up the Petitioning Creditors and filed the second involuntary petition. According to PPL Group, this second filing is a tremendous waste of the parties' and the Court's time and resources. PPL avers that cause still exists and relief should be granted from the automatic stay so that the sale can proceed. "Notwithstanding the foregoing, and what was not previously addressed before this Court in detail, is that pursuant to well- settled case law, abstention under Sec. 305 is proper here because of the out-of-court arrangements already substantially under way ? namely (i) an Assignment for the Benefit of Creditors commenced by the Debtor on October 30, 2014, naming Howard B. Samuels of Rally Capital as assignee for the Debtor's assets and (ii) the impending joint public Article 9 sale by Lender and the Assignee of substantially all of the Debtor's assets," counsel to PPL Group, Ryan O. Lawlor, Esq., at Bryan Cave LLP, tells the Court. "And, again, to the extent this Court does not believe it would be appropriate to dismiss the case at this time, Lender seeks relief from the automatic stay pursuant to Sec. 362(d)(1) and (d)(2) of the Bankruptcy Code so that the sale can continue as scheduled. If the automatic stay remains in effect and the scheduled sale of the Debtor's assets cannot be consummated, significant value will be lost without hope of recuperation." Sale of the Assets PPL Group says it has entered into an Agreement for the Purchase and Sale of Assets with The Best Veneer Company, LLC, as buyer, which was subject to higher and better offers the Joint Article 9 Sale scheduled for Nov. 19, 2014. The Assignee immediately undertook to advertising and marketing the Debtor's assets, and as a result of such efforts, the Assignee has been in contact with several potential bidders, including one bidder that has submitted a $250,000 good-faith deposit and is expected to engage in competitive bidding. However, if the involuntary petition is allowed to continue, it is expected that the business operations of the Debtor will cease due to, among other reasons, a lack of available funds and the administrative burdens placed on it by the pending bankruptcy proceeding. Not only will that likely, if not definitely, result in the loss of potential bidders that were prepared to participate in the Joint Article 9 Sale, it will most definitely diminish the value of the Debtor's assets. The Petitioning Creditors' counsel can be reached at: Jeffrey D Corso COONEY & CORSO, LLC 5087 Prairie Sage Lane Lisle, IL 60564 Tel: (630) - 3367393 E-mail: jcorso@cooneycorso.com PPL Group's counsel can be reached at: BRYAN CAVE LLP Eric S. Prezant, Esq. Ryan O. Lawlor, Esq. 161 North Clark Street, Suite 4300 Chicago, IL 60601 Tel: (312) 602-5000 Fax: (312) 602-5050 E-mail: eric.prezant@bryancave.com ryan.lawlor@bryancave.com R.S. BACON: Debtor Wants Auction to Proceed ------------------------------------------- Alleged debtor R.S. Bacon Veneer Company is asking the Bankruptcy Court to exempt the assignee of its assets from the turnover requirements, and allow the assignee to conduct an auction for the assets. Bacon Veneer, an Illinois corporation, has been operating in the Chicagoland area since 1898. Bacon Veneer produced veneer for the furniture and panel industry throughout the United States. By the 1970s, Bacon Veneer established itself as a premier producer of exotic wood veneer within the architectural and design community. Bacon Veneer says it was profitable until 2009 when the construction industry slowed due to the recession and caused a corresponding downturn in all construction and related areas. Unfortunately, Bacon Veneer has experienced continued operating losses and without additional capital, cannot sustain operations in a manner to effectively compete in the marketplace or fund ongoing operations. Accordingly, Bacon Veneer determined that it would be in the best interests of all creditors to assign its remaining assets to an assignee for the benefit of creditors. Accordingly, as of Oct. 30, 2014, Bacon Veneer and Howard B. Samuels, not individually but solely as the assignee/trustee of Bacon Veneer, initiated an assignment for the benefit of creditors under Illinois common law, pursuant to a certain Trust Agreement and Assignment for the Benefit of Creditors. The Assignee was scheduled to conduct an auction of all of Bacon Veneer's assets Nov. 19, 2014. Despite having had nearly two weeks' advance notice of the Auction, the Petitioning Creditors waited until the afternoon of the day of the Auction to file their involuntary petition against Bacon Veneer in this case. The Debtor believes that the Petitioning Creditors plainly filed their Involuntary Petition minutes prior to the commencement of the Auction in a vain attempt to stall the Auction, and deny Bacon Veneer sufficient time to challenge the Involuntary Petition prior to the scheduled commencement of the Auction. Aside from their skeletal, 4-page Involuntary Petition, the Petitioning Creditors have filed no other documents in this case. Section 543(d) of the Bankruptcy Code permits the Court to excuse a trustee from complying with the turnover and reporting requirements of Section 543(a) and (b). Based on the reasoning set forth in In re Computer World Solutions, Inc., 479 B.R. 483 (Bankr. N.D. Ill. 2012), the Debtor avers that the Court should excuse the Assignee from the requirements of Section 543(a) and (b), should find that the property in the Assignee's possession, custody or control is not property of Bacon Veneer's bankruptcy estate, and should allow the Auction to proceed. The Debtor is represented by: SUGAR FELSENTHAL GRAIS & HAMMER LLP 30 N. LaSalle St., Suite 3000 Chicago, IL 60602 Telephone: (312) 704-9400 Facsimile: (312) 372-7951 E-mail: ahammer@SugarFGH.com mmelickian@SugarFGH.com dmadden@SugarFGH.com About R.S. Bacon R.S. Bacon Veneer Company is in the business of manufacturing and selling exotic wood veneer within the architectural and design community, with operating facilities and offices in Grundy Center, Iowa and the Chicagoland area. 5 Stars, LLC and six other alleged creditors filed an involuntary Chapter 11 bankruptcy petition for R.S. Bacon (Bankr. N.D. Ill. Case No. 14-41737) in Chicago, Illinois, on Nov. 19, 2014. The case is assigned to Judge Donald R Cassling. PPL Group LLC, successor in interest to Fifth Third Bank, a secured creditor owed $6,370,750, is seeking the dismissal of the case so that the assignee of the assets could pursue an out-of- court sale of the assets. The Petitioning Creditors are represented by Cooney & Corso, LLC. PPL Group has tapped Bryan Cave LLP as counsel. R.S. BACON: Involuntary Chapter 11 Case Summary ----------------------------------------------- Alleged Debtor: R.S. Bacon Veneer Company 770 Frost Street Lisle, IL 60532 Case Number: 14-41737 Nature of Business: Producer of veneer for the furniture and panel industry throughout the United States. Involuntary Chapter 11 Petition Date: November 19, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Donald R Cassling Petitioners' Counsel: Jeffrey D Corso, Esq. COONEY & CORSO, LLC 5087 Prairie Sage Lane Lisle, IL 60564 Tel: (630) - 3367393 Email: jcorso@cooneycorso.com Alleged Debtor's Aaron L. Hammer, Esq. Counsel: SUGAR FELSENTHAL GRAIS & HAMMER LLP 30 N. LaSalle St., Ste. 3000 Chicago, Illinois 60602 Tel.: 312.704.9400 Fax.: 312.372.7951 Email: ahammer@SugarFGH.com mmelickian@SugarFGH.com dmadden@SugarFGH.com Petitioning Creditors: Petitioners Nature of Claim Claim Amount ----------- ------------------ ------------ 5 Stars, LLC Breach of Contract $254,000 19209 Mud Lake Road DuBuque, IA 52001 Iowa Veneer Breach of Contract $830,242 2644 Racine Winthorp, IA 50682 Iowa Veneer MEV Breach of Contract $7,161 2644 Racine Winthorp, IA 50682 Iowa Veneer Custom Cuts Breach of Contract $128,286 2644 Racine Winthorp, IA 50682 Bruggeman Lumber, Inc. Breach of Contract $138 3113 Willow Road Sand Springs, IA 52237 James J. Ulring Breach of Contract $67,000 207 W. Water Street Decorah, IA 52101 Weiland & Sons Lumber Co. Breach of Contract $3,858 644 220th St. Winthorp, IA 50682 RELIABRAND INC: Incurs $1.11-Mil. Net Loss in FY Ended June 30 -------------------------------------------------------------- Reliabrand Inc. filed with the U.S. Securities and Exchange Commission on Nov. 4, 2014, its annual report on Form 10-K for the fiscal year ended June 30, 2014. MartinelliMick PLLC expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has an accumulated deficit of $4.48 million. The Company reported a net loss of $1.11 million on $308,991 of revenues for the fiscal year ended June 30, 2014, compared with a net loss of $2.01 million on $114,946 of revenues in 2013. The Company's balance sheet at June 30, 2014, showed $2.51 million in total assets, $908,050 in total liabilities and total stockholders' equity of $1.6 million. A copy of the Form 10-K is available at: http://is.gd/hLiKrF Based in Kelowna, B.C., Canada, Reliabrand Inc. has developed and has begun manufacturing a newer version of the Adiri baby bottles and related components such as sippy cups. The Company intends to aggressively promote and market the bottles and hopes to secure widespread retail distribution outlets for the bottles. The Company manufactures the baby bottles and accessories in China. Presently, the Company is selling the baby bottles through its online Web site and has begun limited retail distribution as well. The Company is presently in discussion with distributors of baby bottles and related products in over 20 countries worldwide. RESTIVO AUTO: Federal Tax Lien Loses Out to Unrecorded Mortgage --------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a divided panel of the U.S. Court of Appeals in Richmnd, Virginia, concluded that under a Maryland common-law principle, a bank that makes a loan but doesn't record the mortgage until a few days after the Internal Revenue Service files a tax lien comes first. According to the report, one of the court's intermediate holdings depended on statutory language using the "present perfect tense." The case is Susquehanna Bank v. U.S. (In re Restivo Auto Body Inc.), 13-2249, U.S. Court of Appeals for the Fourth Circuit (Richmond). Sykesville, Maryland-based Restivo Auto Body, Inc., dba Restivo Auto Body & Towing (Inc.), sought protection under Chapter 11 of the Bankruptcy Code on April 27, 2011 (Case No. 11-18718, Bankr. D. Md.). The case is assigned to Judge Robert A. Gordon. The Debtor's counsel is Edward M. Miller, Esq., at Miller And Miller, LLP, in Westminster, Maryland. The Debtor's estimated assets and liabilities range from $1,000,001 to $10,000,000. The petition was signed by Gregory J. Restivo, president. RICEBRAN TECHNOLOGIES: Sees Revenue of $40MM to $42MM for 2014 -------------------------------------------------------------- Ricebran Technologies disclosed in a filing with the U.S. Securities and Exchange Commission that during a conference call on Nov. 14, 2014, the Company updated its financial projections for 2014 and disclosed certain financial projections for 2015. The Company projects that its consolidated revenue for 2014 will be in the range of $40 to $42 million. The Company projects that it will have actual negative adjusted EBITDA between $4 and $5 million for 2014. The Company projects that its consolidated revenue for 2015 will exceed $67 million with a positive Adjusted EBITDA between 10% and 12% of the Company's net revenue. About RiceBran Scottsdale, Ariz.-based RiceBran Technologies, a California corporation, is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. RiceBran Technologies reported a net loss of $17.64 million on $35.05 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $11.13 million on $37.72 million of revenues for the year ended Dec. 31, 2012. As of June 30, 2014, the Company had $54.31 million in total assets, $32.13 million in total liabilities, $5.60 million in temporary equity and $16.57 million in total equity attributable to the Company's shareholders. BDO USA, LLP, in Phoenix, Arizona, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations resulting in an accumulated deficit of $219 million at Dec. 31, 2013. This factor among other things, raises substantial doubt about its ability to continue as a going concern. RIVER CITY: Wants Legal Counsel to Serve as Noticing Agent ---------------------------------------------------------- River City Renaissance, LC asked the U.S. Bankruptcy Court for the Eastern District of Virginia to allow its legal counsel Spotts Fain PC to also serve as its noticing agent. The request, if approved, would relieve the Office of the Clerk of the Court from administrative burden and would allow Spotts Fain to process mailings to the company's tenants. River City, which owns residential apartment buildings, currently has 287 tenants while its affiliate River City Renaissance III, LC, which is also going through bankruptcy, has 76 tenants, court filings show. According to River City, the Clerk's Office will not be able to mail notices to the tenants since the company only provided it with the tenants' "identifier numbers" and not their names, and that the U.S. Postal Service doesn't deliver mails that do not have a proper name provided in the address block. About River City Renaissance Richmond, Virginia-based, River City Renaissance, LC, and River City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D. Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July 30, 2014. The cases are assigned to Judge Keith L. Phillips. Robert H. Chappell, III, Esq., at Spotts Fain PC, represents the Debtors in their cases. River City Renaissance, LC disclosed $27,353,274 in assets and $29,186,824 in liabilities as of the Chapter 11 filing. Renaissance III estimated less than $10 million in assets and debts. The Debtors have tapped Spotts Fain PC as counsel. RIVER CITY: Bids for Multi-Family Portfolio Due Dec. 10 ------------------------------------------------------- River City Renaissance LC and River City Renaissance III LC have placed their "River City Renaissance Residential Multi-Family Portfolio of Properties" in the City of Richmond, Virginia, up for sale to the highest and best bidder. Interested bidders must submit their offer for the Debtors' property no later than 5:00 p.m. on Dec. 10, 2014. An auction will take place on Dec. 18, 2014, at 10:00 a.m. (Eastern Prevailing Time) at the Law Offices of Spotts Fain PC, 411 E. Franklin Street, Suite 600 in Richmond, Virginia. The final sale hearing will be conducted on Dec. 23, 2014. According to the Debtors, overall the properties are currently 74% leased and occupied. The subject portfolio is comprised 28 separate existing multi-family properties of 2 to 34 units each totaling 271 units in aggregate; plus a 156-unit garden apartment complex. Collectively, the properties contain a total of 439 dwelling units. The Debtors retained Sperry Van Ness | Motley's as their broker for the properties. The firm can be reached at: SPERRY VAN NESS | MOTLEY'S 940 W Adams St. Chicago, IL 60607 Tel: 877-668-5397 804-232-3300 (outside the U.S.) A full-text copy of the property information is available for free at http://is.gd/7PABJ7 About River City Renaissance Richmond, Virginia-based, River City Renaissance, LC, and River City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D. Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July 30, 2014. The cases are assigned to Judge Keith L. Phillips. Robert H. Chappell, III, Esq., at Spotts Fain PC, represents the Debtors in their cases. River City Renaissance, LC disclosed $27,353,274 in assets and $29,186,824 in liabilities as of the Chapter 11 filing. Renaissance III estimated less than $10 million in assets and debts. The Debtors have tapped Spotts Fain PC as counsel. RIVERWALK JACKSONVILLE: Disclosure Statement Hearing on Dec. 29 --------------------------------------------------------------- Riverwalk Jacksonville Development, LLC, has filed a proposed Reorganization Plan. A hearing on the explanatory Disclosure Statement is scheduled on Dec. 29, 2014, at 11:00 a.m. Objections are due on Dec. 22, 2014. According to the Disclosure Statement, to fund the Plan, the Debtor contemplates a transaction which will generate sufficient funds on the Effective Date, to either pay all Allowed Claims in full and/or to pay all Allowed Claims in full with the exception of Sabadell and U.S. Century, whose debts will be cured on the Effective Date. The transaction will be sufficient as well to generate funds sufficient to satisfy approved administrative expenses on the Effective Date. The payments under the Plan will result from the transaction with the new owner of the Wyndham Hotel property. The owner of the Wyndam Property located at the center of the RJD Properties (the ?doughnut hole?) recently published a ?Call to Bid? on the purchase of the 322-room Wyndam hotel and Wyndam Property, for Sept. 18, 2014. The Call to Bid notice also provided that a redevelopment opportunity was available by assembling surrounding parcels (i.e., the RJD Properties) for a mixed use project. The Debtor has been actively engaging in discussions with all of the serious interested parties to the proposed Wyndam transaction. Indeed, certain of the prospective purchasers of the Wyndam property have sought out the Debtor. As of this writing, the Wyndham Property owners have finally settled on a purchaser. The Wyndham Property owners and the purchaser are negotiating a contract for sale and purchase of the Wyndham Property. The purchaser is simultaneously discussing a Transaction with RJD. It is reasonably anticipated that the purchaser/RJD Transaction will be the basis for the Distributions contemplated by this Plan of Reorganization. It is anticipated that, by the time of the Disclosure Statement hearing, the relevant elements of a completed Transaction will be disclosable, subject to certain confidentiality provisions. The classification and treatment of claims under the Plan are: A. Class 1 (Allowed Secured Claim of Duval County Tax Collector) will be paid in full on the Effective Date, and the Debtor reserves the right to seek reimbursement of all or a portion of the payment from Landry's. B. Class 2 (Allowed Secured Claim of JEA) has set off this claim against the deposit, and therefore this claim already has been satisfied in full. C. Class 3 (Allowed Secured Claim of Sabadell) will be paid in full on the Effective Date; or the Debtor will cure the default on the Sabadell Mortgage. D. Class 4 (Allowed Secured Claim of U.S. Century) will be paid in full on the Effective Date; or the Debtor will cure the default on the Mortgage. E. Class 5 (Allowed Priority Claim of the Florida Department of Revenue) will be paid in full on the Effective Date. F. Class 6 (Allowed Priority Claim of Internal Revenue Service) will be paid in full on the Effective Date. G. Class 7 (Allowed Unsecured Claim of CHLN, Inc.) will be paid in full on the Effective Date. H. Class 8 (Allowed General Unsecured Claims) will be paid in full on the Effective Date. I. Class 9 (Allowed Unsecured Claims of RJD Members) will be waived under the Plan. J. Class 10 (Equity Holders) will be unaffected by this Plan. A copy of the Disclosure Statement dated Nov. 11, 2014, is available for free at http://bankrupt.com/misc/RIVERWALKJACKSONVILLE_65_ds.pdf About Riverwalk Jacksonville Development Riverwalk Jacksonville Development, LLC, owns four parcel of real property located in areas surrounding the Wyndham Hotel and Convention Center. The properties comprise approximately 10.4 acres and constitute prime downtown commercial space. The occupants of the area are a Chart House restaurant, various office building and parking amenities. Three of the four properties are encumbered to Sabadell and U.S. Century Bank. There is, in fact, substantial equity in all of the properties. Riverwalk Jacksonville Development filed a Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 14-19672) on April 28, 2014, in Miami. Stevan J. Pardo signed the petition as managing member. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Geoffrey S. Aaronson, Esq., at Aaronson Schantz P.A. serves as the Debtor's counsel. Judge Laurel M Isicoff oversees the case. ROCKWELL MEDICAL: Plans to Offer $55 Million Common Shares ---------------------------------------------------------- Rockwell Medical, Inc., intends to offer up to $55 million of its common shares in an underwritten public offering. Rockwell also expects to grant the underwriters a 30-day option to purchase up to an additional 15 percent of the shares of common stock offered in the public offering. BofA Merrill Lynch is acting as the sole book-running manager for the proposed offering. BofA Merrill Lynch is acting as the sole book-running manager for the proposed offering. Stifel is acting as Lead Manager and Summer Street, Craig-Hallum, Chardan Capital Markets, LLC, and LifeSci Capital are acting as co-managers. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. Rockwell intends to offer and sell these securities pursuant to its existing shelf registration statement previously filed with, and declared effective by, the Securities and Exchange Commission. A preliminary prospectus supplement describing the terms of the offering will be filed with the Securities and Exchange Commission. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained, when available, by contacting BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department, or via email, at dg.prospectus_requests@baml.com. An electronic copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering will be available on the Web site of the Securities and Exchange Commission at www.sec.gov. About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. Rockwell Medical reported a net loss of $48.78 million in 2013, a net loss of $54.02 million in 2012 and a net loss of $21.44 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $23.9 million in total assets, $29.3 million in total liabilities, and a $5.45 million total shareholders' deficit. ROSETTA GENOMICS: 7 Proposals Approved at Annual Meeting -------------------------------------------------------- Rosetta Genomics Ltd. held its 2014 annual general meeting of shareholders on Nov. 12, 2014, at which the shareholders: (1) re-elected of Mr. Brian A. Markison to serve as a Class I director of the Company for a 3-year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2017 in accordance with the Company's Articles of Association; (2) re-elected Dr. Yitzhak Peterburg to serve as a Class I director of the Company for a 3-year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2017 in accordance with the Company's Articles of Association. (3) re-appointed Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2014, and until the next Annual General Meeting, and authorized the Audit Committee and the Board of Directors of the Company to determine the remuneration of KFGK in accordance with the volume and nature of their services; (4) approved the addition of 900,000 ordinary shares, nominal (par) value NIS 0.6 each, to the shares authorized for issuance under the Company's 2006 Employee Incentive Plan (Global Share Incentive Plan (2006)), so that the total number of Ordinary Shares authorized for issuance under the GSIP will equal 1,803,739; (5) approved effective as of Jan. 1, 2014, in accordance with Section 272(c1)(1) of the Israeli Companies, Law, 5759-1999 of an extension, to the amendment dated June 3, 2012, of the employment agreement of Mr. Ken Berlin, the chief executive officer of the Company. According to that amendment, the CEO is entitled to a base salary at the annual rate of $500,000 USD, payable bi-weekly or otherwise in accordance with the payroll policy of the Company, set to expire at the Company's 2015 Annual Shareholder Meeting. (6) approved, in accordance with Section 272(c1)(1) of the Companies, Law, for Mr. Ken Berlin, the chief executive officer of the Company, of a grant of options to purchase up to 100,000 Ordinary Shares of the Company at an exercise price per share equal to the closing price on the date of grant, which will be Nov. 30, 2014, vesting in equal installments quarterly over a period of four years beginning on Nov. 30, 2014, and such options will expire seven years after the date of grant, unless they expire earlier in accordance with the terms of the GSIP and 20,000 Restricted Stock Units vesting in equal installments annually over a period of four years beginning on Nov. 30, 2014. The options and RSUs are granted and otherwise subject to the same terms and conditions as applicable to options and RSUs granted under the GSIP; and (7) approved the replacement of Section 38 of the Company's Articles of Association with the following: "The Board of Directors of the Company shall consist of not less than two (2) nor more than seven (7) Directors". These proposals were not approved at the Annual Meeting: (9) Providing there are available vacancies on the Company's Board of Directors, according to Article 38 of the Company's Articles of Association, election of Mr. Nachum (Homi) Shamir to serve as a Class II director of the Company for a 1 year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2015 in accordance with the Company's Articles of Association. (10) Providing there are available vacancies on the Company's Board of Directors, according to Article 38 of the Company's Articles of Association, election of Mr. Doron Birger to serve as a Class I director of the Company for a 3 year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2017 in accordance with the Company's Articles of Association; (11) Providing there are available vacancies on the Company's Board of Directors, according to Article 38 of the Company's Articles of Association, election of Mr. Ori Hershkovitz to serve as a Class III director of the Company for a 2 year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2016 in accordance with the Company's Articles of Association. Following the Annual Meeting, the Board consists of the following members: * Class I: Mr. Brian A. Markison and Dr. Yitzhak Peterburg serve as Class I directors, with terms to expire at the annual general meeting of shareholders to be held in 2017; * Class II: Dr. Joshua Rosensweig and Dr. David Sidransky serve as Class II directors, with terms to expire at the annual general meeting of shareholders to be held in 2015; and * Class III: Mr. Roy N. Davis serves as a Class III director, with a term to expire at the annual general meeting of shareholders to be held in 2016. In addition, two external directors, Gerald Dogon and Tali Yaron- Eldar, were appointed by Rosetta's shareholders on Aug. 5, 2013, for three-year terms. About Rosetta Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics incurred a net comprehensive loss after discontinued operations of $12.89 million on $405,000 of revenues for the year ended Dec. 31, 2013, as compared with a net comprehensive loss after discontinued operations of $10.45 million on $201,000 of revenues in 2012. Rosetta Genomics Ltd. reported a net loss after discontinued operations of $7.18 million on $554,000 of revenues for the six months ended June 30, 2014, compared to a net loss after discontinued operations of $6.29 million on $193,000 of revenues for the same period a year ago. The Company's balance sheet at June 30, 2014, showed $21.67 million in total assets, $1.79 million in total liabilities and $19.87 million in total shareholders' equity. Bankruptcy Warning "We will require substantial additional funding and expect to augment our cash balance through financing transactions, including the issuance of debt or equity securities and further strategic collaborations. On December 7, 2012, we filed a shelf registration statement on Form F-3 with the SEC for the issuance of ordinary shares, various series of debt securities and/or warrants to purchase any of such securities, either individually or in units, with a total value of up to $75 million, from time to time at prices and on terms to be determined at the time of such offerings. The filing was declared effective on December 19, 2012. As of the time of the filing of this Annual Report on Form 20-F, we had sold through the Cantor Sales Agreement an aggregate of 1,559,537 of our ordinary shares for gross proceeds of $5.9 million under this shelf registration statement, leaving an aggregate of approximately $69.1 million of securities available for sale. If we need additional funding, there can be no assurance that we will be able to obtain adequate levels of additional funding on favorable terms, if at all. If adequate funds are needed and not available, we may be required to: * delay, reduce the scope of or eliminate certain research and development programs; * obtain funds through arrangements with collaborators or others on terms unfavorable to us or that may require us to relinquish rights to certain technologies or products that we might otherwise seek to develop or commercialize independently; * monetize certain of our assets; * pursue merger or acquisition strategies; or * seek protection under the bankruptcy laws of Israel and the United States," the Company stated in the 2013 Annual Report. SAMUEL WYLY: Wanted to Serve on His Own Creditors' Committee ------------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Security Capital Ltd., a company that made loans to Samuel Wyly and is now in liquidation in the Cayman Islands, has filed papers urging U.S. Bankruptcy Judge Barbara Houser in Texas to compel the appointment of a creditors' committee in the former Texas billionaire's Chapter 11 case. According to the report, the U.S. Trustee found three unsecured creditors, including Security Capital, who were willing to serve on an official committee, but declined to form a committee when the Justice Department's bankruptcy watchdog decided that the liquidators for Security Capital were fiduciaries in their own liquidation and couldn't take on competing fiduciary duties in Wyly's U.S. bankruptcy by serving on the committee. The report related that the U.S. Securities and Exchange Commission and the Internal Revenue Service opposed Security Capital's motion, saying Security Capital was actually part of Mr. Wyly's scheme to hide money offshore so he could trade illegally in securities of four companies on which he was a board member. About Samuel Wyly Samuel Wyly filed for Chapter 11 bankruptcy protection on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. The case is In re Samuel E. Wyly, 14-35043, U.S. Bankruptcy Court, Northern District of Texas (Dallas). SAN BERNARDINO, CA: Says Voters Derailed Cost-Cutting Plan ---------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that voters in San Bernardino, California, whether they knew it or not, in effect voted down cost-cutting initiatives that would have become the basis for wrapping up the city's municipal bankruptcy. According to the report, city officials told the bankruptcy judge in report that its attempt to return to "financial solvency has been temporarily pushed off track." Unable to achieve labor cost savings, San Bernardino said it's looking at raising taxes and contracting city services to private companies or "other governmental agencies," the report related. 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. SCRUB ISLAND: Kicks Off Bid to Wipe Out $122MM Bank Debt -------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Michael Williamson in Florida put off ruling on Scrub Island Development Group Ltd.'s request to wipe out $122 million in debt held by FirstBank Puerto Rico until he decides whether to cram down the debtor?s bankruptcy exit plan. According to the report, Judge Williamson said at a hearing that he would deliver a "global decision" on both the confirmability of the Chapter 11 plan and SIDG's attempt to equitably subordinate its debt to FirstBank under a pair of promissory notes. About Scrub Island Scrub Island Development Group Ltd., the owner of a British Virgin Islands luxury resort, and its affiliate, Scrub Island Construction Limited, sought bankruptcy protection (Bankr. M.D. Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a receivership Scrub Island claims was secretly put in place by its lender. The bankruptcy case is assigned to Judge Michael G. Williamson. The 230-acre resort operates as a Marriott Autograph Collection property. It has 52 rooms and suites, a spa and a 55-slip marina. Scrub Island Development Group scheduled $125,569,235 in total assets and $130,695,731 in total liabilities. The Debtors are represented by Charles A. Postler, Esq., and Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida. FirstBank Puerto Rico, the prepetition secured lender, is represented by W. Keith Fendrick, Esq., at Holland & Knight LLP, in Tampa, Florida. The Debtors are represented by Charles A. Postler, Esq., and Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida. FirstBank Puerto Rico, the Debtor's prepetition secured lender, is represented by W. Keith Fendrick, Esq., at Holland & Knight LLP, in Tampa, Florida. The Official Committee of Unsecured Creditors appointed in Scrub Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice, Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A., as general counsel. SEAN DUNNE: Abandons Dismissal of U.S. Bankruptcy ------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Sean Dunne, the Irish real estate developer who sought bankruptcy protection in the U.S., gave up his attempt at having his Chapter 7 liquidation dismissed after creditors began ganging up and trying to sue for recovery of fraudulent transfers. According to the report, Mr. Dunne withdew his motion to dismiss his Chapter 7 case, which he filed after his U.S. trustee and creditors began using the Bridgeport court to investigate what the trustee called $100 million euros ($125 million) in transfers of assets to Dunne's wife since their marriage in 2004. About Sean Dunne Irish real estate developer Sean Dunne filed a liquidating Chapter 7 bankruptcy petition (Bankr. D. Conn. Case No. 13-50484) on March 30, 2013, in Bridgeport, Connecticut. Mr. Dunne says he now lives and works in Connecticut. Mr. Dunne said he filed for bankruptcy in the U.S. because Ulster Bank was applying to an Irish court for permission to commence bankruptcy proceedings there. The formal lists of property and debt Dunne filed in May in the U.S. court shows assets with a total claimed value of $55.2 million and liabilities totaling $942.2 million. The assets include $40.8 million of real estate, all in Ireland. Among the $280.2 million in secured creditors and $612.2 million in unsecured creditors, almost all are in Ireland. SEARS HOLDINGS: Rights Offering Subscription Period Expired ----------------------------------------------------------- Sears Holdings Corporation announced that the subscription period for its previously-announced rights offering of up to $625 million in aggregate principal amount of 8% senior unsecured notes due 2019 and warrants to purchase shares of its common stock expired at 5:00 p.m., New York City time, on Nov. 18, 2014, and that the offering has been oversubscribed. Based on these preliminary results, the Company estimates that it will receive aggregate gross proceeds from the offering of approximately $625 million. Rights that were not properly exercised by 5:00 p.m., New York City time, on Nov. 18, 2014, have expired and are no longer exercisable. The results of the offering and the Company's estimates regarding the aggregate principal amount of notes to be issued and the gross proceeds to be received by the Company are preliminary and subject to finalization and verification by the subscription agent, Computershare Inc. The Company expects the subscription agent and the Depository Trust Company to finish tabulating the results on or about Nov. 21, 2014. The Company expects that on or about Nov. 21, 2014, after the subscription agent has effected all allocations and adjustments contemplated by the terms of the offering, the subscription agent will distribute, by way of direct registration in book-entry form or through the facilities of DTC, as applicable, the notes and warrants to holders of rights who validly exercised their rights and paid the subscription price in full. No physical notes or warrant certificates will be issued to shareholders. The Company expects that the warrants will begin to trade on the NASDAQ Global Select Market under the symbol "SHLDW" (CUSIP Number 812350 155) on Nov. 19, 2014. If you have questions about the offering, please contact Georgeson, the Company's information agent, by calling toll-free 1-866-695-6078 or emailing: SearsNotesandWarrantsOffer@georgeson.com. 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. SGK VENTURES: Committee Liquidating Plan Declared Effective ----------------------------------------------------------- SGK Ventures LLC notified the Bankruptcy Court that the Effective Date of the Second Amended Plan of Liquidation of the Official Committee of Unsecured Creditors occurred on Oct. 21, 2014. All proofs of claim with respect to administrative claims against the Debtor after March 16, 2014, will be filed with the Bankruptcy Court no later than 30 days after the Effective Date or Nov. 20, 2014. All professionals requesting payment of fee claims will file applications for payment no later than 30 days after the Effective Date. As reported in the TCR on Sept. 26, 2014, U.S. Bankruptcy Judge Eugene Wedoff confirmed the liquidation plan proposed by the Committee. According to the liquidation plan, all cash necessary for payments under the plan will be obtained from existing cash balances, or, in the case of payments to be made by a liquidating trustee, from the proceeds of the liquidating trust assets. Administrative claims and priority tax claims will be paid in full on the later of the effective date of the plan or when such claims become allowed. Based on current levels of cash and SGK Ventures' financial projections, the committee anticipates the company having between $22.9 million and $23.1 million of cash as of July 1, 2014. The amount of cash is more than enough to satisfy all administrative claims and priority tax claims, in addition to Class 1 other priority claims, Class 2 other secured claims, and Class 3 convenience claims. The Committee believes that the amount of cash will also be sufficient to create a reserve for the alleged secured disputed Class 5 NewKey claims, in case they are allowed ; and make an initial distribution to holders of Class 4 general unsecured claims. A full-text copy of the Plan Confirmation Order is available for free at http://is.gd/1mzild About Keywell L.L.C. Keywell L.L.C., a supplier of scrap titanium and stainless steel, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603) on Sept. 24, 2013. Mark Lozier signed the petition as president and CEO. Keywell LLC first filed schedules disclosing $22,515,017 in total assets, and $35,025,633 in total liabilities. In its amended schedules, Keywell disclosed $22,546,386 in total assets and $39,361,793 in total liabilities. As reported in the Troubled Company Reporter on May 12, 2014, the Debtor filed an amended summary of schedules disclosing assets of $22,602,974 and liabilities of $37,181,354. Judge Eugene R. Wedoff presides over the case. Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens, Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P. Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman Ltd. serve as the Debtor's counsel. Alan B. Patzik, Esq., Steven M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank & Samotny Ltd. serve as the Debtor's special counsel. Eureka Capital Markets, LLC, serves as the Debtor's investment banker, while Conway MacKenzie, Inc., serves as its financial advisors. The Debtor's lenders are represented by Steven B. Towbin, Esq., and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC, in Chicago, Illinois. The United States Trustee for Region 11 appointed an Official Committee of Unsecured Creditors. The panel has hired David A. Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald Hopkins LLC as counsel. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee. In December 2013, the Bankruptcy Court formally approved the sale of the Debtor's assets to KW Metals Acquisition LLC for $15.8 million. The original offer was from Cronimet Holdings Inc. for $12.5 million cash. Keywell LLC changed its name and case caption to "SGK Ventures, LLC" following the sale. SIGA TECHNOLOGIES: Judge Martin Glenn Appointed as Mediator ----------------------------------------------------------- Bankruptcy Judge Sean H. Lane approved a stipulation and agreed order between SIGA Technologies, Inc., and PharmAthene, Inc., in connection with their decision to engage in mediation to resolve their patent license dispute. In December 2006, PharmAthene commenced an action against SIGA in the Delaware Court of Chancery, styled PharmAthene, Inc. v. SIGA Technologies, Inc., Civ. Action No. 2627-VCP. In May 2012, the Court of Chancery entered its final order and judgment with respect to the PharmAthene Litigation. In June 2012, SIGA appealed the Order and Judgment and certain earlier rulings of the Court of Chancery to the Supreme Court of Delaware. PharmAthene filed a cross-appeal. On May 24, 2013, the Supreme Court of Delaware issued its decision, which affirmed the Court of Chancery's judgment in part, reversed it in part, and remanded the matter to the Court of Chancery. On Aug. 8, 2014, the Court of Chancery issued its memorandum opinion and order on remand. On Oct. 8, 2014, the Court approved a stipulation for a limited modification of the automatic stay. The parties have agreed that it is appropriate to engage in a mediation of all issues submitted by either Party relating to the PharmAthene Litigation and the disposition of the claim asserted by PharmAthene pursuant to a chapter 11 plan of reorganization to resolve such matters. Pursuant to the stipulation, among other things: 1. The parties will continue to prosecute the PharmAthene Litigation in accordance with the automatic stay stipulation, and the mediation will not be, or be deemed to be, the basis to defer or suspend the PharmAthene Litigation unless the parties otherwise agree. 2. The mediator will be appointed by Bankruptcy Judge Lane and, if available, will be a sitting Judge of the U.S. Bankruptcy Court for the Southern District of New York. The Hon. Martin Glenn is appointed as the mediator. 3. The mediator will control all procedural aspects of the Mediation and may direct the appearance of responsible persons associated with the parties and having authority to negotiate the issues presented to mediation to attend mediation sessions. 4. The mediator will not be called as a witness in the PharmAthene Litigation, in the Debtor's chapter 11 case, or otherwise. 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. The Debtor's Chapter 11 plan and disclosure statement are due Jan. 14, 2015. The initial case conference is due by Oct. 16, 2014. The Debtor disclosed total assets of $131,669,746 and $7,954,645 in liabilities as of the Chapter 11 filing. SIGA TECHNOLOGIES: Files Schedules of Assets and Liabilities ------------------------------------------------------------ SIGA Technologies, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $131,669,746 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $3,860,062 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $4,094,583 ----------- ----------- Total $131,669,746 $7,954,645 A copy of the schedules is available for free at: http://bankrupt.com/misc/SIGATechnologies_112_SALs.pdf 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. The Debtor's Chapter 11 plan and disclosure statement are due Jan. 14, 2015. 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. SONDE RESOURCES: Receives NYSE Listing Delisting Notice ------------------------------------------------------- Sonde Resources Corp. disclosed that on November 19, 2014 the Company received notice that the staff of NYSE Regulation, Inc. has determined to commence proceedings to delist the Company's common shares from NYSE MKT LLC. Trading of the Company's common shares on the Exchange was previously halted by the staff on November 17, 2014. The Exchange previously notified the Company that it no longer complies with the continued listing standards set forth in Section 1003(a)(iv) of the NYSE MKT Company Guide. Based on disclosures in the Company's November 18, 2014 press release, the Exchange determined that the Company's financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, whether the Company will be able to continue operations and/or meet its obligations as they mature. The Exchange also determined that the Company is not in compliance with Section 1003(f)(v) of the NYSE MKT Company Guide due to the low selling price of the Company's common shares. If the Company elects not to appeal the delisting determination by November 26, 2014, the delisting determination will become final. Sonde also announced on Nov. 20 that on November 19, 2014 the Alberta Securities Commission issued a cease trade order as a result of the Company's failure to file its interim unaudited financial statements, interim management's discussion and analysis and certification of interim filings for the interim period ended September 30, 2014. The order requires that all trading or purchasing cease in respect of each security of the Company until the order has been revoked or varied. Sonde's common shares remain listed on the TSX Venture Exchange but have been halted as a result of the issuance of the cease trade order described above. As previously disclosed, the Company no longer generates cash flow from petroleum and natural gas sales and the Company no longer has a credit facility. As such, the Company must fund operations, including its commitments under the Exploration and Production Sharing Agreement ("EPSA"), from working capital, new financings, farm-outs or property dispositions. While discussions are ongoing, the Company's strategic alternatives process has not resulted in a transaction that would satisfy its significant financial commitments. There can be no assurance that the current strategic process will result in the sale of its interest or securing a partner, farm-out or other source of funding to meet the Company's financial obligations. There is a significant likelihood that the Company will exhaust its working capital prior to the execution of new financings, farm-outs or property dispositions. SONY CORP: Fitch Affirms 'BB-' IDR & Revises Outlook to Stable -------------------------------------------------------------- Fitch Ratings has affirmed Sony Corporation's Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) of 'BB-'. The Outlook has been revised to Stable from Negative. KEY RATING DRIVERS Stable Outlook: The Outlook revision reflects Fitch's expectations of steady progress with restructuring. However, Fitch believes that Sony's profitability, excluding Sony Financial Holdings (SFH), remains fragile and is subject to currency risks. Sony said that every JPY1 decline against the US dollar decreases operating profit by JPY3bn. The company's loss of technology leadership, the high competition in its key products and low profitability in the electronics business will continue to constrain the ratings. Profitability Improvement: Fitch believes that Sony's restructuring efforts should help stabilize its profitability at the current level. In 1H of the financial year ending 31 March 2015 (FYE15), profitability was enhanced by product mix improvement and headcount reductions and other streamlining measures implemented in the past 12 months. Excluding goodwill impairments, losses of the discontinuing PC business, profits from asset sales and insurance recoveries, ex-SFH operating EBIT was JPY139bn in 1HFYE15, against a loss of JPY52bn in 1HFYE14. Highly Competitive Markets: Fitch believes stiffer competition in Sony's key products will continue to constrain its margin recovery. Sony recently cut its TV and smartphone shipments forecasts yet again, following meaningful previous cuts in July. Fitch expects Sony will continue to struggle to achieve the scale required for the smartphone business to be a success, given the intensifying competition in midrange to low-end from Chinese brands and increasingly commoditized high-end segments. For TV, Fitch expects it will remain a challenge to achieve a significant margin improvement above breakeven, given the intense price competition. Weak Cash Generation: Fitch expects Sony's ex-SFH profitability will remain weak, and this will continue to constrain its cash generation. Though ex-SFH free cash flow (FCF) finally turned positive in FYE14, Fitch expects its ex-SFH pre-dividend FCF to remain small in the next two to three years. However, Sony's decision to halt dividends until the completion of its restructuring and a recovery in its financial profile should protect from further deterioration in FCF and liquidity. Adequate Liquidity: Fitch expects Sony's liquidity to remain adequate. At end-Sept. 2014, Sony had unrestricted cash of JPY456bn, compared with its debt due within one year of JPY232bn. The company also had unused credit facilities of JPY750bn at end- Sept. 2014. The company continues to have good access to capital markets. RATING SENSITIVITIES Negative: Future developments that may, individually or collectively, lead to negative rating action include (for Sony excluding SFH): -- sustained negative operating EBIT margin (FYE14: -2.1%) -- funds flow from operations (FFO)-adjusted leverage sustained above 5.0x (FYE14: 7.6x) Positive: Future developments that may, individually or collectively, lead to positive rating action include (for Sony excluding SFH): -- sustained operating EBIT margin above 1% -- FFO-adjusted leverage is sustained below 4.5x LIST OF RATING ACTIONS: Long-Term Foreign- and Local-Currency IDRs affirmed at 'BB-'; Outlook revised to Stable from Negative Local-currency senior unsecured rating affirmed at 'BB-' Short-Term Foreign- and Local-Currency IDRs affirmed at 'B' SOUND SHORE: Confirms Amended Plan; Terrano is Plan Administrator ----------------------------------------------------------------- Sound Shore Medical Center of WestChester, et al., confirmed their First Amended Plan of Liquidation dated Sept. 17, 2014. Monica Terrano is appointed as the Plan Administrator. Any objections and reservation to the Plan or to confirmation of the Plan are overruled on the merits. The Debtors, in a memorandum of law in support of the confirmation of the First Amended Plan, stated that the Plan is a culmination of extensive, arms-length negotiations between the Debtors and their key constituencies to reach a fair and equitable resolution of the many complex business and legal issue presented by the cases. The Plan was a collaborative effort between the Debtor and the Official Committee of Unsecured Creditors with significant input from other relevant constituents. In response to an informal objection received by the Debtors on behalf of the United states of America, the Debtors have agreed to include certain language in the confirmation order to address concerns expressed by the U.S. with regards to the Plan's release provisions and the potential impact of the provisions on the United States' enforcement rights. A copy of the memorandum is available for free at: http://bankrupt.com/misc/SOUNDSHORE_894_plan_memo.pdf The Plan provides a means by which the proceeds of the liquidation of the Debtor's assets will be distributed. Holders of Allowed Unsecured Claims, including Allowed Medical Malpractice/Personal Injury Claims, will receive pro rata distributions of cash from the net proceeds. To recall, the closing of the sale of the Debtors' assets was concluded in November of 2013. Montefiore Medical Center and certain of its affiliates agreed to buy the Debtors' assets in the amount of $54 million, plus the appraised value of furniture, equipment and inventory acquired by the buyer. The majority of the liens were satisfied through the sale proceeds at the closing of the sale. Specifically, the Debtors paid approximately $42.2 million to satisfy their secured claims. A copy of the First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/SOUNDSHORE_820_1ds.pdf About Sound Shore Medical Center Sound Shore Medical Center of Westchester, Mount Vernon Hospital Inc., Howe Avenue Nursing Home and related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29, 2013, in White Plains, New York. The Debtors were the largest "safety net" providers for Southern Westchester County in New York. Affiliated with New York Medical College, Sound Shore is a not-for-profit 242-bed, community based- teaching hospital located in New Rochelle, New York. Mountain Vernon Hospital is a voluntary, not-for-profit 176-bed hospital located in Mount Vernon, New York. Howe Avenue Nursing Home is a 150-bed, comprehensive facility. The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C. as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors; and GCG Inc., as claims agent. Alston & Bird LLP represents the Official Committee of Unsecured Creditors. Deloitte Financial Advisory Services LLP serves as the Committee's as financial advisor. Sound Shore disclosed assets of $159.6 million and liabilities totaling $200 million. Liabilities include a $16.2 million revolving credit and a $5.8 million term loan with Midcap Financial LLC. There is $9 million in mortgages with Sun Life Assurance Co. of Canada (US) and $11.5 million owing to the New York State Dormitory Authority. Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the patient care ombudsman for Sound Shore. The Debtors filed for bankruptcy to sell their assets, including their hospital and nursing home operations, to the Montefiore health system. On Aug. 8, 2013, the Bankruptcy Court entered an order, as affirmed and ratified by a Supplemental Sale Order entered on Oct. 15, 2013, approving the sale to Montefiore New Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc., Montefiore Mount Vernon Hospital, Inc. and certain related affiliates. In June 2013, Montefiore added $4.75 million to its purchase offer to speed up the sale. Montefiore raised its bid to $58.75 million plus furniture and equipment as part of a request for a private sale of the hospitals. On Nov. 6, 2013 at 12:01 a.m., the closing of the Sale occurred and the sale became effective. Montefiore is represented by Togut, Segal & Segal LLP. SUNVALLEY SOLAR: Posts $61,000 Net Income in Third Quarter ---------------------------------------------------------- Sunvalley Solar, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $61,143 on $882,160 of revenues for the three months ended Sept. 30, 2014, compared to net income of $1.51 million on $1.76 million of revenues for the same period last year. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $427,012 on $901,788 of revenues compared to net income of $965,672 on $2.29 million of revenues for the same period during the prior year. As of Sept. 30, 2014, the Company had $9.07 million in total assets, $7.61 million in total liabilities and $1.45 million in total stockholders' equity. "We have experienced recurring losses from operations and had an accumulated deficit of $2,788,329 as of September 30, 2014. To date, we have not been able to produce sufficient sales to become cash flow positive and profitable on a consistent basis. The success of our business plan during the next 12 months and beyond will be contingent upon generating sufficient revenue to cover our costs of operations and/or upon obtaining additional financing. For these reasons, our auditor has raised substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: http://is.gd/5YjnRM About Sunvalley Solar Sunvalley Solar, Inc., is a California-based solar power technology and system integration company. Since the inception of its business in 2007, the company has focused on developing its expertise and proprietary technology to install residential, commercial and governmental solar power systems. Sunvalley Solar reported net income of $764,375 in 2013, a net loss of $1.76 million in 2012, and a net loss of $398,866 in 2011. Sadler, Gibb & Associates, LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has an accumulated deficit of $2,361,317, which raises substantial doubt about its ability to continue as a going concern. SUPER BUY FURNITURE: Two Members Leave Creditors Committee ---------------------------------------------------------- Guy G. Gebhardt, the U.S. Trustee for Region 21, amended the membership of the Official Committee of Unsecured Creditors in the bankruptcy case of Super Buy Furniture Inc., removing, at panel members' behest: (1) Jackeline Montero Berroa PO Box 523 Penuelas, PR 00624 Tel: (787) 527-7520 Fax: (787) 836-1710 E-mail: jackytravel1005@yahoo.com (2) Whirlpool Corporation c/o Jorge Suarez - District Manager 6205 Blue Lagoon Dr., Suite 400 Miami, FL 33126 Tel: (786) 275-2090 E-mail: jorge_suarez@whirlpool.com -- and -- William Santiago Sastre, Esq. PO Box 1801 Sabana Seca, PR 00952-1801 Tel: (787) 448-7032 Fax: (787) 622-3941 E-mail: wsantiagosastre@gmail.com The unsecured creditors' committee is now composed of: (1) BB Bedding d/b/a Bassett Bedding c/o Julio Rincon - VP Marketing & Sales PO Box 587 Saint Just, PR 00978 Tel: (787) 717-4032 Fax: (787) 760-0175 E-mail: bassett@caribe.net (2) P.F. Stores, Inc. c/o Israel Kopel Amster - President Edificio Kodak Ave. Campo Rico, Esq. Calle 246 Carolina, PR 00982; or PO Box 190839 San Juan, PR 00919 Tel: (787) 641-8200 E-mail: jlperez@pitusa.com -- and -- Rosendo E. Miranda Lopez, Esq. PO Box 192096 San Juan, PR 00919-2096 Tel: (787) 724-3393 Fax: (787) 723-6774 E-mail: r.miranda@rmirandalex.net (3) Arco Publicidad, Corp. c/o Damaris Perez - VP & CEO 1095 Ave. Wilson Cond. Puerta del Condado, PH San Juan, PR 00907 Tel: (787) 724-5219 -- and -- Carlos R. Hernandez Vivoni, Esq. Hacienda San Jose Via Medieval SJ 196 Caguas, PR 00727 Tel: (787) 607-4041 E-mail: chernandez@wblawpr.com (4) Holland House c/o Tim Rowe - Corporate Credit Manager The H.T. Hackney Co. PO Box 238 Knoxville, TN 37901 Tel: (865) 546-1291 Fax: (865) 546-1501 E-mail: tim.rowe@hthackney.com (5) Flair Enterprises, Inc. c/o Mo Rahman - Financial Controller 3916 - 72nd Ave. S.E. Calgary, AB T2C 2E2 Tel: (403) 219-1006, ext. 22 Fax: (403) 291-1068 E-mail: mo.rahman@minhasfurniture.ca -- and -- Robert T. Collins, Esq. Suite 201, Ochoa Building 500 Tanca Street San Juan, PR 00901 Tel: (787) 977-3772 Fax: (787) 977-3773 E-mail: rtc@fccplawpr.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Super Buy Furniture Cidra, Puerto Rico-based Super Buy Furniture, Inc., operator of furniture stores throughout Puerto Rico under the business name of "Casa Pitusa Muebles y Enseres", filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 14-05523) in Old San Juan, Puerto Rico, on July 3, 2014. The Company disclosed $18.2 million in assets and $26.8 million in debt in its original schedules. The Company has tapped the firm O'Neill & Borges, in San Juan, Puerto Rico, as counsel, and CPA Luis R. Carrasquillo & Co., P.S.C., as financial consultant. The U.S. Trustee for Region 21 appointed seven creditors to serve in the official committee of unsecured creditors in the case. Javier Vilarino and Ferraiuoli, LLC, serve as legal counsel to the Creditors Committee. T & V OPTIMUM: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: T & V Optimum, LLC dba Optimum Steel Industries 112 E. MLD Jr. Ind. Blvd. Lockhart, TX 78644 Case No.: 14-52889 Chapter 11 Petition Date: November 19, 2014 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Ronald B. King Debtor's Counsel: C. Daniel Roberts, Esq. C. DANIEL ROBERTS & ASSOCIATES, P.C. 1602 East Cesar Chavez Austin, TX 78702 Tel: (512) 494-8448 Fax: (512)494-8712 Email: droberts@cdrlaw.net Total Assets: $107,004 Total Liabilities: $2.78 million The petition was signed by Valerie Erickson, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb14-52889.pdf TACTICAL INTERMEDIATE: Rodefer Moss Approved as Tax Advisors ------------------------------------------------------------ The Bankruptcy Court, according to Tactical Intermediate Holdings, Inc., et al.'s case docket, authorized the employment of Rodefer Moss & Co PLLC as auditor and tax advisors nunc pro tunc to the Petition Date. The Court has considered the motion at a hearing held Nov. 13, 2014. Rodefer is expected to: 1. prepare and submit all federal all federal and state tax returns for 2013, 2014, and 2015 (as applicable years); and 2. perform and audit of the Debtors' pension plan and 401(k) plan for 2013, 2014, and 2015 (as applicable) The hourly rates of Rodefer's personnel are: Billing Category Range ---------------- ----- Partners $200 - $275 Managers $150 - $175 Associates $75 - $130 Consistent with the engagement letters, Rodefer has agreed to cap the fees and expenses relating to the 2013, 2014, 2015 tax compliance to $45,000 per year. To the best of the Debtors' knowledge, Rodefer is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Tactical Intermediate Tactical Intermediate Holdings, Inc., and its affiliates' operations are comprised of two major lines of business -- a footwear line, and a fabric and clothing line, including flame resistant material ("Massif"). Footwear is comprised of the Altama group ("Altama") and the Wellco Group ("Wellco"). Wellco was founded in 1941 and manufactures and sells combat boots, primarily for the United States Military as well as commercial uniform and work boots for a variety of customers. Altama was founded in 1969 and manufactures and sells boots for the United States and international militaries as well as for federal, state and local agencies, military schools, police, uniform shops and Army/Navy retailers. Headquartered in Ashland, Oregon, Massif was founded in 1999 by a group of veteran search and rescue team members and alpine climbers who believed that the options for sanctioned fire resistant protective gear at the time were too limited. Massif is a world leader in supplying flame resistant and high performance outdoor apparel to the military, law enforcement, search and rescue professionals, and the wildland firefighting community. Tactical Intermediate Holdings, Inc., and its affiliates sought Chapter 11 protection in Delaware on July 8, 2014, with plans to quickly sell their assets. Judge Kevin Gross is assigned to the Chapter 11 cases. The Debtors have requested joint administration of the cases under Case No. 14-11659. The Debtors have tapped Klehr Harrison Harvey Branzburg LLP as counsel, FTI Consulting, Inc., as financial advisor, Houlihan Lokey Capital, Inc., as investment banker, and PrimeClerk as claims and noticing agent. Massif Apparel Enterprises LLC, the entity formed by Sun Capital Partners Group V LLC, to serve as stalking horse bid for Massif's assets, is represented by Corey Fox, Esq., Brad Weiland, Esq., and Gregory F. Fesce, Esq., at Kirkland & Ellis LLP. The Debtors' First Amended Plan of Liquidation was confirmed on Nov. 13, 2014. The Plan reflects an agreement among the Debtors, the Prepetition Senior Secured Lender, the Secured Noteholder, the Sponsor, and the Official Committee of Unsecured Creditors, pursuant to which a cash fund of $300,000 will be provided for payment of allowed general unsecured claims. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed three members to serve in the official committee of unsecured creditors in the Chapter 11 cases of Tactical Intermediate Holdings, Inc., et al. TELECONNECT INC: Terminates Registration of Securities ------------------------------------------------------ Teleconnect Inc. filed with the U.S. Securities and Exchange Commission a Form 15 notifying the termination of registration of its securities under Section 12(g) of the Securities Exchange Act of 1934. As of Nov. 14, 2014, there were only 111 holders of the securities. About Teleconnect Teleconnect Inc., headquartered in Breda, The Netherlands, was incorporated under the laws of the State of Florida on Nov. 23, 1998. With its ownership in Hollandsche Exploitatie Maatschappij BV (HEM), a Dutch entity established in 2007, the Company's main activities are the manufacturing, sales and lease of age validation equipment and the performance of age validation. The Company also sells and maintains vending solutions (through Mediawizz, The Netherlands), is involved in the broadcasting of in-store commercial messages using the age validation equipment between age checks (through HEM), and plans to develop market survey activities in the future (through Giga Matrix, The Netherlands). Teleconnect incurred a net loss of $3.47 million for the year ended Sept. 30, 2013, as compared with a net loss of $3.87 million for the year ended Sept. 30, 2012.' Coulter & Justus, P.C., in Knoxville, Tennessee, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency in addition to a working capital deficiency, which raise substantial doubt about its ability to continue as a going concern. TERRAFORM POWER: S&P Affirms 'BB-' CCR Over First Wind Deal ----------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB-' corporate credit rating on TerraForm Power Inc. At the same time, S&P affirmed the 'BB' senior secured rating and '2' recovery rating. The 'bb-' stand-alone credit profile (SACP) remains unchanged. The affirmation comes after Terraform announced it was acquiring substantially all the assets of First Wind Capital LLC and First Wind Holdings LLC. The transaction adds material diversification to TerraForm's operating base. However, S&P believes integration risk is present given this is the company's first major step out into wind generation. The transaction will add 521 megawatts (MW) of operational generation (500 MW wind/21 MW solar) to TerraForm's asset base, bringing its total portfolio size to 1,507 MW. About 90% of capacity is contracted under fee-based arrangements with investment-grade counterparties. The stable outlook on TerraForm reflects S&P's expectation for minimal merchant price risk and debt to EBITDA in the 3x to 3.5x range. Apart from a reassessment of SunEdison's group credit profile, S&P could lower the ratings on TerraForm if the company begins to assume more significant merchant price risk or if credit measures weaken such that debt to EBITDA rises above 4.5x. Absent an upgrade of SunEdison's group credit profile, S&P would not envision upgrading TerraForm because of the link between the two companies. TN-K ENERGY: Reports $55,000 Net Loss for Third Quarter ------------------------------------------------------- TN-K Energy Group Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $55,337 on $62,016 of total revenue for the three months ended Sept. 30, 2014, compared to net income of $182,480 on $382,032 of total revenue for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $380,126 on $143,607 of total revenue compared to net income of $47,892 on $518,970 of total revenue for the same period during the prior year. As of Sept. 30, 2014, the Company had $2.12 million in total assets, $3.90 million in total liabilities and a $1.77 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/WqQw3i About TN-K Energy Crossville, Tenn.-based TN-K Energy Group, Inc., an independent oil exploration and production company, engaged in acquiring oil leases and exploring and developing crude oil reserves and production in the Appalachian basin. TN-K Energy disclosed net income of $3.97 million on $1.88 million of total revenue for the year ended Dec. 31, 2012, as compared with net income of $1.25 million on $1.88 million of total revenue in 2011. Liggett, Vogt & Webb, P.A., in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and will have to obtain additional financing to sustain operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TONGJI HEALTHCARE: Incurs $51,000 Net Loss in Third Quarter ----------------------------------------------------------- Tongji Healthcare Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $51,070 on $649,393 of total operating revenue for the three months ended Sept. 30, 2014, compared with a net loss of $84,620 on $607,238 of total operating revenue for the same period last year. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $133,066 on $1.86 million of total operating revenue compared with a net loss of $212,583 on $1.72 million of total operating revenue for the same period in 2013. As of Sept. 30, 2014, the Company had $17.40 million in total assets, $19.50 million in total liabilities and $2.09 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/h0CRQh About Tongji Healthcare Based in Nanning, Guangxi, the People's Republic of China, Tongji Healthcare Group, Inc., a Nevada corporation, operates Nanning Tongji Hospital, a general hospital with 105 licensed beds. Tonji Healthcare reported a net loss of $729,685 on $2.37 million of total operating revenue for the year ended Dec. 31, 2013, as compared with a net loss of $1.20 million on $2.77 million of revenue for the year ended Dec. 31, 2012. Anton & Chia, LLP, in Newport Beach, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. "The Company's ability to continue as a going concern ultimately is dependent on the management's ability to obtain equity or debt financing, attain further operating efficiencies, and achieve profitable operations. Over the past years, the Company had been successful in raising funds from related parties to fund the operation and new hospital construction. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company not be able to continue as a going concern," the filing stated. UNILAVA CORP: Delays Filing of Q3 Form 10-Q ------------------------------------------- Unilava Corporation filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2014. The Company said it was unable, without unreasonable effort and expense, to prepare the financial statements in sufficient time to allow the timely filing of the report. About Unilava Corporation Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/-- is a diversified communications holding company incorporated under the laws of the State of Wyoming in 2009. Unilava and its subsidiary brands provide a variety of communications services, products, and equipment that address the needs of corporations, small businesses and consumers. The Company is licensed to provide long distance services in 41 states throughout the U.S. and local phone services across 11 states. Through its carrier- grade microwave wireless broadband infrastructure and broadband Internet access partners, the Company also offers mobile and high- definition IP-hosted voice services to residential customers and corporate clients. Additionally, Unilava delivers a comprehensive and integrated suite of fee-based online and mobile advertising and web services to a broad array of business enterprises. Headquartered in San Francisco, the Company has regional offices in Chicago, Seoul, Hong Kong, and Beijing. Unilava Corp reported a net loss of $1.17 million on $2.68 million of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $1.58 million on $3.10 million of revenue for the year ended Dec. 31, 2012. The Company's balance sheet at June 30, 2014, showed $2.13 million in total assets, $9.61 million in total liabilities and a $7.47 million total stockholders' deficit. Shelley International CPA, in Mesa, AZ, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. UNIVERSAL COOPERATIVES: Authorized to Terminate 401(K) Plan ----------------------------------------------------------- The Bankruptcy Court authorized Universal Cooperatives, Inc., et al., to (i) terminate, effective as of Oct. 1, 2014, Universal Cooperatives' Voluntary Retirement Savings Plan, amended and restated as of Jan. 1, 2009; and (ii) implement procedures in accordance with the Internal Revenue Code. As reported in the Troubled Company Reporter on Oct. 22, 2014, the Debtors maintain the 401(k) Plan, a qualified plan that meets the requirements of Sections 401(a) and 401(k) of the IRC. The 401(k) Plan is sponsored and administered by Universal. Eligible employees can elect to make before-tax contributions to the 401(k) Plan through payroll deductions that are then paid to a trust shortly thereafter. Prior to the Petition Date, and continuing through the closing of the sale, the Debtors (a) made matching contributions of 100% of the first 4% contributed by the Plan Participants that were unionized employees of Bridon; and (b) made matching contributions of 1% of the first 4% contributed by the Plan Participants that were employees of Universal. Pursuant to the terms of the 401(k) Plan, the Debtors may terminate the 401(k) Plan at any time. The Debtors seek Court's authorization, out of an abundance of caution, to exercise their contractual right to terminate the 401(k) Plan. About Universal Cooperatives As an inter-regional farm supply cooperative, Universal Cooperatives, Inc. consolidates the purchasing power of its members to procure, and/or manufacture, and distribute high quality products at competitive prices. Universal has 14 voting members and over 50 associate members. Eagan, Minnesota-based Universal Cooperatives and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14- 11187) on May 11, 2014. The debtor-affiliates are Heritage Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc. UCI do Brasil, a majority-owned subsidiary located in Brazil, is not a debtor in the Chapter 11 cases The cases are assigned to Judge Mary F. Walrath. Universal estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Heritage estimated less than $10 million in assets and debt. The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, as counsel; The Keystone Group, as financial advisor and Prime Clerk as notice and claims agent. Bank of America, N.A., as agent for the DIP Lenders, is represented by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston & Strawn, LLP. The United States Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors, which is represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland, New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien, Esq., at VENABLE LLP, in Wilmington, Delaware. UNIVERSAL SOLAR: Delays Form 10-Q for Third Quarter --------------------------------------------------- Universal Solar Technology, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b- 25 with respect to its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2014, due to a financial system faul. Although the Company repaired the system, it spent more time to make sure about the accuracy of all date of Form 10-Q. The Company intends to file the Quarterly Report on Form 10-Q within the extension period. About Universal Solar Headquartered in Zhuhai City, Guangdong Province, in the People's Republic of China, Universal Solar Technology, Inc., was incorporated in the State of Nevada on July 24, 2007. It operates through its wholly owned subsidiary, Kuong U Science & Technology (Group) Ltd., a company incorporated in Macau, the People's Republic of China on May 10, 2007, and its subsidiary, Nanyang Universal Solar Technology Co., Ltd., a wholly foreign owned enterprise registered on Sept. 8, 2008, under the wholly foreign- owned enterprises laws of the PRC. The Company primarily manufactures, markets and sells silicon wafers to manufacturers of solar cells. In addition, the Company manufactures photovoltaic modules with solar cells purchased from third parties. Universal Solar reported a net loss of $1.28 million in 2013 following a net loss of $5.66 million in 2012. The Company's balance sheet at June 30, 2014, showed $4.85 million in total assets, $15.77 million in total liabilities and a $10.91 million total stockholders' deficiency. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company had not generated cash from its operation, had a stockholders' deficiency of $10,663,106 and had incurred net loss of $ 11,175,906 since inception. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern. US STEEL CANADA: Ontario Court Sets Dec. 22 as Claims Bar Date -------------------------------------------------------------- The Ontario Superior Court of Justice of Ontario made an order in respect of the general claims process for U.S. Steel Canada Inc. on Nov. 13, 2014. All proofs of claim (except in respect of any restructuring claim) must be received by Ernst & Young Inc., the appointed monitor for USSC by Companies' Creditors Arrangement Act Court, before Dec. 22, 2014, at 5:00 p.m. (prevailing Eastern Time) and proofs of claim in respect of restructuring claims must be received by the monitor by the restructuring claims bar date set out in the claims process order. Certain claims including employee claims, OPEB claims, and pension claims are excluded from the claims process and individuals with such "excluded claims" are not required to file proofs of claim in the claims process at this time. All proofs of claim must be submitted at: Ernst & Young Inc. ATTN: Mr. David Saldanha 222 Bay Street, P.O. Box 251 Toronto, Ontario Canada M5K 1J7 Tel: 1-844-941-7764 Email: ussc.monitor@ca.ey.com A full-text copy of the proof of claim form is available for free at http://is.gd/a0YrgK A full-text copy of the guide to completing the proof of claim form is available for free at http://is.gd/DrA86R A full-text copy of the claims procedure order is available for free at http://is.gd/26MZ66 About U. S. Steel Canada, Inc. U. S. Steel Canada's operations are located at Lake Erie Works, a fully integrated steelmaking facility, and at Hamilton Works, home to cokemaking and finishing operations including our premier zinc-coating facility, the world-class Z-Line. U. S. Steel Canada has the capability of producing approximately 2.6 million tons of steel annually and employs approximately 2,000 people. U.S. Steel Canada commenced court-supervised restructuring proceedings under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, before the Ontario Superior Court of Justice (Commercial List) on Sept. 16, 2014. Ernst & Young Inc. has been appointed by the CCAA court as monitor pursuant to an Initial CCAA Order. VARIANT HOLDING: IMH Has Issues with Jefferies Hiring ----------------------------------------------------- IMH Financial Corporation, Royal Multifamily Ventures 2013-1, LLC, and Royal Multifamily Promote 2013-1, LLC, filed a limited objection to Variant Holding Company, LLC's motion for permission to employ Jefferies LLC as its investment banker nunc pro tunc to Sept. 11, 2014. The IMH Parties dispute, among other things, the Debtor's ability to utilize non-debtor assets in this bankruptcy case. The IMH Parties also object to the extent that the Jefferies retention motion sought to utilize the proceeds from any sale or disposition of non-debtor assets, including the Apartment Complexes, or to encumber the assets of non-debtors, to fund payment of any fees or expenses payable to Jefferies. As reported on the Troubled Company Reporter on Oct. 22, 2014, Jefferies is expected to assist with the potential sale of the Debtor and its affiliates' assets. The Debtor related that it does not intend that Jefferies' services will be duplicative of the services performed by any other professionals. The Debtor agreed to pay: 1. a monthly fee of $100,000 per month; 2. promptly upon the closing of any M&A transaction, a fee equal to 1.0% of the transaction value of the M&A transaction; and 3. reimbursement of all out-of-pocket expenses. To the best of the Debtor's knowledge, Jefferies is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Variant Holding Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. VERITEQ CORP: Incurs $893,000 Net Loss in Third Quarter ------------------------------------------------------- Veriteq Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $893,000 on $44,000 of sales for the three months ended Sept. 30, 2014, compared to a net loss of $5.50 million on $0 of sales for the same period a year ago. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $1.82 million on $139,000 of sales compared to a net loss of $8.35 million on $0 sales for the same period during the prior year. As of Sept. 30, 2014, the Company had $6.77 million in total assets, $13.96 million in total liabilities, and a $7.18 million stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/qZhgge About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. For more information on VeriTeQ, please visit www.veriteqcorp.com Veriteq Corporation reported a net loss of $15.07 million on $18,000 of sales for the year ended Dec. 31, 2013, as compared with a net loss of $1.60 million on $0 of sales for the year ended Dec. 31, 2012. EisnerAmper LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring net losses, and at Dec. 31, 2013, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. VERTICAL COMPUTER: Delays Q3 Form 10-Q Over Unresolved Issues ------------------------------------------------------------- Vertical Computer Systems, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the period ended Sept. 30, 2014. The Company said it has experienced delays in resolving issues material to its financial statements. The Company expects to file the Form 10-Q within five days after the prescribed filing date. Revenues for the three months ended Sept. 30, 2014, decreased by approximately $165,000 or 13% compared to the three months ended Sept. 30, 2013, primarily due to a decrease in maintenance fees of EmPath. Revenues for the nine months ended Sept. 2014, increased by approximately $2.1 million or 52% over prior year primarily due to licensing of the Company's SiteFlash technology. Total operating expenses for the three months ended Sept. 30, 2014, increased by approximately $384,000 or 42% compared to the three months ended Sept. 30, 2013, primarily due to the impairment of software development costs and penalties. Total operating expenses increased approximately $2.5 million or 102% over prior year for the nine months ending Sept. 30, 2014, primarily due to legal expenses, royalties and taxes related to licensing of the Company's SiteFlash technology, consulting fees, penalties and impairment of software development costs. About Vertical Computer Richardson, Tex.-based Vertical Computer Systems, Inc., is a multinational provider of Internet core technologies, application software, and software services through its distribution network with operations or sales in the United States, Canada and Brazil. Vertical Computer reported a net loss applicable to common stockholders of $3.08 million in 2013 following a net loss applicable to common stockholders of $2.07 million in 2012. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company suffered net losses and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. VICTORY ENERGY: Needs More Time to File Form 10-Q ------------------------------------------------- Victory Energy Corporation filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2014. The Company said it needs additional time to complete certain required disclosures. About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. Victory Energy reported a net loss of $2.11 million on $735,413 of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $7.09 million on $326,384 of total revenues in 2012. The Company's balance sheet at June 30, 2014, showed $5.02 million in total assets, $1.29 million in total liabilities and $3.72 million in total stockholders' equity. Weaver & Tidwell, LLP, in Fort Worth, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. VIGGLE INC: Files Copy of Investor Presentation With SEC -------------------------------------------------------- John Small, the chief financial officer of Viggle Inc., presented at the Midwest Investment Conference in Cleveland, Ohio on Nov. 18, 2014, at the Benchmark Microcap Discovery Conference in Chicago, Illinois on Dec. 11, 2014, and and will presenting at the Small-Cap Stars Conference in New York, New York, on Dec. 18, 2014. Greg Consiglio, the Company's president and chief operating officer, will be presenting at the LD Micro Conference Main Event: VII in Los Angeles, California, on Dec. 2, 2014. A copy of the presentation is available for free at: http://is.gd/Vq51vE About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss of $68.43 million on $17.98 million of revenues for the year ended June 30, 2014, compared to a net loss of $91.40 million on $13.90 million of revenues for the year ended June 30, 2013. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2014, has a deficiency in working capital that raises substantial doubt about its ability to continue as a going concern. VISTEON CORP: UAW Retirees Slam Attempts to End Benefits Row ------------------------------------------------------------ Law360 reported that Delaware federal court was urged to nix Visteon Corp.?s bid to evade a putative class action filed by United Auto Workers retirees whose health benefits were discontinued in the company?s bankruptcy, with the ex-workers arguing that other courts have rejected the auto parts supplier?s contention that the matter was already settled. The case is INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA (UAW) et al v. Ford Motor Company, Case No. 1:13-cv-01742 (D.Del.). About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for automakers. The Company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represented the Debtors in their restructuring effort. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, served as the Debtors' local counsel. The Debtors' investment banker and financial advisor were Rothschild Inc. The Debtors' notice, claims, and solicitation agent was Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor was Alvarez & Marsal North America, LLC. The Bankruptcy Court entered an order on Aug. 31, 2010, confirming the Fifth Amended Plan of Reorganization of Visteon Corporation and its debtor-affiliates. Visteon emerged from Chapter 11 on Oct. 1. * * * The Troubled Company Reporter, on March 27, 2014, reported that Moody's Investors Service assigned a B1 rating to Visteon's proposed $800 senior secured bank credit facility. In a related action Moody's affirmed the B1 Corporate Family Rating, B1-PD Probability of Default Rating and the company's existing debt ratings. Visteon's Speculative Grade Liquidity Rating was affirmed at SGL-3. The rating outlook remains stable. The TCR, on the same day, also reported that Standard & Poor's Ratings Services said that it assigned 'BB-' issue ratings to Van Buren Township, Mich.-based global auto supplier Visteon's proposed senior secured debt comprising a $600 million term loan B maturing 2021 and a new five-year $200 million revolving credit facility. The recovery rating is '2', which indicates S&P's expectation for substantial (70% to 90%) recovery for lenders in the events of a payment default or bankruptcy. The term loan issuance, along with some cash from balance sheet, will repay the remaining $400 million 6.75% Senior Notes (rated 'B+', with a '3' recovery rating) due 2019 and finance the acquisition of JCI Electronics. VRINGO INC: Posts $12.38-Mil. Net Loss for Third Quarter -------------------------------------------------------- Vringo, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $12.38 million on $150,000 of revenue for the three months ended Sept. 30, 2014, compared to a net loss of $10.56 million on $nil of revenue for the same period in the prior year. The Company's balance sheet at Sept. 30, 2014, showed $113.4 million in total assets, $8.48 million in total liabilities and total stockholders' equity of $104.92 million. A copy of the Form 10-Q is available at: http://is.gd/VhJPas Vringo, Inc., together with its subsidiaries, develops, acquires, licenses, protects, and monetizes intellectual property worldwide. Its intellectual property portfolio consists of approximately 500 patents and patent applications covering telecom infrastructure, Internet search, and mobile technologies. The company is headquartered in New York, New York. VYCOR MEDICAL: Incurs $1.3 Million Net Loss in Third Quarter ------------------------------------------------------------ Vycor Medical, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.28 million on $334,339 of revenue for the three months ended Sept. 30, 2014, compared to a net loss of $532,774 on $321,630 of revenue for the same period a year ago. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $3.34 million on $991,001 of revenue compared to a net loss of $1.83 million on $788,258 of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $4.45 million in total assets, $1.02 million in total liabilities and $3.43 million in total stockholders' equity. Peter Zachariou, chief executive officer of Vycor, commented: "Vycor VBAS continues to build value and momentum with revenues up 41% year to date. We continue to execute on our new product development plan in Vycor VBAS, having moved into manufacturing implementation of our new small VBAS units and completed prototyping of the new IGS-compatible devices. We are nearing completion of the NovaVision development strategy, of which NeuroEyeCoach was a critical step, and are gearing up for marketing the truly scalable and most affordable, comprehensive therapy suite for those suffering neurologically-induced visual disorders early in 2015. With the $5 million offering completed in the second quarter and the $2.4 million debt exchange in the third quarter, we are well capitalized and to continue to build shareholder value through the execution of our clearly articulated development strategy." A full-text copy of the Form 10-Q is available for free at: http://is.gd/szJhQt About Vycor Medical Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) -- http://www.VycorMedical.com/-- is a medical device company committed to making neurological brain, spinal and other surgical procedures safer and more effective. The Company's flagship, Patent Pending ViewSite(TM) Surgical Access Systems represent an exciting new minimally invasive access and retraction system that holds the potential for speedier, safer and more economical brain, spinal and other surgeries and a quicker patient discharge. Vycor's innovative medical instruments are designed to optimize neurosurgical site access, reduce patient risk, accelerate recovery, and add tangible value to the professional medical community. Vycor Medical reported a net loss of $2.47 million on $1.08 million of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $2.93 million on $1.20 million of revenue for the year ended Dec. 31, 2012. WAVE SYSTEMS: To Sell $15 Million Worth of Securities ----------------------------------------------------- Wave Systems Corp. filed a Form S-3 registration statement with the U.S. Securities and Exchange Commission relating to the offering of an aggregate of $15 million shares of Class A common stock, preferred stock, warrants and units. The Company said it will provide the specific terms of these offerings and securities in one or more supplements to the prospectus. The Company's Class A common stock is traded on the Nasdaq Capital Market under the symbol "WAVX." As of Nov. 10, 2014, the aggregate market value of the Company's outstanding Class A common stock held by non-affiliates, or the public float, was approximately $47.7 million, which was calculated based on 45,818,951 shares of outstanding Class A common stock held by non-affiliates and on a price per share of $1.04, the closing price of the Company's Class A common stock on the Nasdaq Capital Market on Nov. 10, 2014. A full-text copy of the Form S-3 is available for free at: http://is.gd/4uZ5Py 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. 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. WESTERN CAPITAL: Bankruptcy Court Won't Interfere in Dispute ------------------------------------------------------------ Western Capital Partners, LLC, according to minutes of proceeding for pre-hearing status conference regarding Reorganized Debtor's motion for post-confirmation modification to Amended Plan of Reorganization, and creditor Richard Samson's response thereto, will proceed under the Court's previous order dated Sept. 12, 2014. As reported in the Troubled Company Reporter on Sept. 26, 2014, the Court acknowledged the Reorganized Debtor and creditor Richard J. Samson are involved in a long and litigious dispute as to the ownership and scope of the Debtor's interest, if any, in the "Litigation" and "Litigation Proceeds". According to the parties' briefs, this dispute is on appeal before the United States Court of Appeals for the Ninth Circuit. The Bankruptcy Court does not intend to interfere with that adjudication, whether before the U.S. Bankruptcy Court for the District of Montana, the U.S. District Court for the District of Montana or the Ninth Circuit. About Western Capital Western Capital Partners LLC filed a Chapter 11 petition (Bankr. D. Col. Case No. 13-15760) in Denver on April 10, 2013. The Englewood-based company estimated assets and debt of $10 million to $50 million. Judge Michael E. Romero presides over the case. The Debtor is represented by Jeffrey A. Weinman, Esq., at Weinman & Associates, P.C. Eason Rohde, LLC, is litigation counsel to the Debtor. Strauss & Malk, LLP, is also litigation counsel to the Debtor pertaining to a foreclosure case in the Circuit Court of Cook County, Illinois. The court confirmed the Amended Plan of Reorganization filed by Western Capital Partners LLC nunc pro tunc to May 15, 2014. ZOGENIX INC: Presented at Stifel Nicolaus Conference ---------------------------------------------------- Zogenix, Inc., management attended the Stifel Nicolaus 2014 Healthcare Conference in New York City on Nov. 18, 2014. The slides that were used in the presentation are available for free at http://is.gd/4pp6Ky About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Zogenix reported a net loss of $80.85 million in 2013, as compared with a net loss of $47.38 million in 2012. As of Sept. 30, 2014, the Company had $107.02 million in total assets, $49.49 million in total liabilities and $57.53 million in total stockholders' equity. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations and lack of sufficient working capital raise substantial doubt about its ability to continue as a going concern. ZUFFA LLC: S&P Revises Outlook to Negative & Affirms 'BB-' CCR -------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on Las Vegas-based Zuffa LLC to negative from stable. At the same time, S&P affirmed all ratings, including its 'BB-' corporate credit rating. "The negative outlook revision reflects our updated forecast for 2014 EBITDA to decline approximately 40% (compared to a decline of 30% previously), primarily due to a change to a marquee fight card in the fourth quarter of 2014 as a result of another fighter injury causing anticipated pay per view (PPV) buys and event ticket prices to decline further, as well as higher remarketing expenses for the event, and additional costs related to the company's international expansion," said Standard & Poor's credit analyst Stephen Pagano. As a result, S&P expects debt to EBITDA will increase to the high- 5x area at the end of 2014 compared to S&P's previous expectation for leverage in the high-4x area. S&P's preliminary expectation is that negative trends in 2014 will reverse in 2015 as injured fighters return and PPV buys and ticket prices increase to levels comparable with fiscal 2013. However, the spike in leverage in 2014, due to the significant anticipated EBITDA decline, will mean that it will be incrementally more difficult to reduce leverage to an average of less than 4x, which is S&P's leverage threshold for the current rating on Zuffa. Still, based on S&P's updated base- case forecast for a recovery in operations in 2015, it anticipates leverage will improve to the mid- to high-3x area. S&P anticipates EBITDA coverage of interest expense to remain good for the rating in the mid-4x area in 2014 and to improve to the 7x area in fiscal 2015. These coverage measures support the current rating during this period of deteriorating leverage. The negative rating outlook reflects S&P's belief that Zuffa's operating performance will deteriorate significantly this year, resulting in very weak leverage in the high-5x area in 2014. As a result,it is incrementally more difficult to reduce leverage to below 4x on average in future periods, which is S&P's leverage threshold for the current rating on Zuffa. A negative rating action could occur if S&P is not confident that Zuffa's operations are recovering meaningfully by the first quarter of 2015. S&P would lower the rating if it do not believe leverage can be sustained below 4x on average. Higher ratings would be dependent upon contractual broadcasting revenue increasing to a level that significantly mitigates the negative cash flow impact of event risk from potential future cancelled and rescheduled events. Although unlikely over the next few years, S&P could consider higher ratings if it believes Zuffa will sustain debt to EBITDA below 3x on average. * Rise of E-Commerce May Have Driven Retailers to Bankruptcy ------------------------------------------------------------ Allison Collins at Themiddlemarket.com reports that the rise of e- commerce and online sales may have driven some retailers to file for bankruptcy to break out of leases. Themiddlemarket.com explains that as online sales increase, the need for a larger store footprint decreases, which can leave retailers over-stored, the report says. According to the report, Jane Hali, vice president of Planet Retail Investment Research, part of London-based trend forecasting company WGSN, said, "It is increasing year over year, and more and more customers are feeling comfortable buying through e-commerce. We need fewer stores and we need those stores to be important, but we don't need a store on every corner anymore." Themiddlemarket.com quoted Conway Mackenzie's Matt Covington as saying, "E-commerce growth is radically changing the retail environment; as a result, you just have too many stores in many cases." Themiddlemarket.com relates that bankruptcy protection offers retailers a way to renegotiate leases for a small number of stores, but that is not a feasible option when it comes to restructuring a larger real estate portfolio. According to Themiddlemarket.com, bankruptcy provides the opportunity for over-stored retailers to cut their real estate burden, but store footprint reduction hasn't been and will not be the main reason retailers file for Chapter 11. "It's expedient but it's damaging. You wouldn't make it your purpose for doing it; you'd be distressed on other levels. Could it become such that it tipped the fulcrum? It could, if we were to continue to see these double-digit declines in traffic with no abatement at all," the report quoted Andrea Weiss, founder of retail consulting firm O Alliance, as saying. * Bankruptcy Filings Continue Dropping 12% Year-to-Date ------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that bankruptcy filings through October declined at a rate of 12 percent year to date, marking almost four years of declines at the same rate or more. According to the report, commercial filings are falling even faster as business bankruptcies of all types in October were down 21 percent from the same month in 2013. * Puerto Rico Says Bond Price Doesn't Justify Suit -------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the commonwealth of Puerto Rico and the Puerto Rico Electric Power Authority are seeking dismissal of the lawsuits filed by bond funds contending that the new law allowing government entities to restructure debt outside federal bankruptcy court is unconstitutional. According to the report, Puerto Rico and Prepa argued that the theoretical ability to use the law doesn't give rise to a "case or controversy," which must exist before a federal court can entertain a suit. The first lawsuit is Franklin California Tax-Fee Trust v. Commonwealth of Puerto Rico, 14-cv-01518, U.S. District Court, District of Puerto Rico (San Juan). The second is BlueMountain Capital Management LLC v. Padilla, 14- 1569, U.S. District Court, District of Puerto Rico (San Juan). * BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom and Bust ------------------------------------------------------------- Author: Harlan D. Platt Publisher: Beard Books Softcover: 236 pages List Price: $34.95 Review by Gail Owens Hoelscher Order your personal copy today and one for a colleague at http://is.gd/p63Hn2 Only one in ten failed businesses is equal to the task of reorganizing itself and satisfying its prior debts in some fashion. This engrossing book follows the extraordinary journey of Texas International, Inc (known by its New York Stock Exchange stock symbol, TEI), through its corporate growth and decline, debt exchange offers, and corporate renaissance as Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI "flourished for a brief luminous moment but then crashed to earth and was consumed." TEI's story features attention-grabbing characters, petroleum exploration innovations, financial innovations, and lots of risk taking. The First Junk Bond was originally published in 1994 and received solidly favorable reviews. The then-managing director of High Yield Securities Research and Economics for Merrill Lynch said that the book "is a richly detailed case study. Platt integrates corporate history, industry fundamentals, financial analysis and bankruptcy law on a scale that has rarely, if ever, been attempted." A retired U.S. Bankruptcy Court judge noted, "(i)t should appeal as supplementary reading to students in both business schools and law schools. Even those who practice.in the areas of business law, accounting and investments can obtain a greater understanding and perspective of their professional expertise." "TEI's saga is noteworthy because of the company's resilience and ingenuity in coping with the changing environment of the 1980s, its execution of innovative corporate strategies that were widely imitated and its extraordinary trading history," says the author. TEI issued the first junk bond. In 1986 it achieved the largest percentage gain on the NYSE, and in 1987 suffered the largest percentage loss. It issued one of the first bonds secured by a physical commodity and then later issued one of the first PIK (payment in kind) bonds. It was one of the first vulture investors, to be targeted by vulture investors later on. Its president was involved in an insider trading scandal. It innovated strip financing. It engaged in several workouts to sell off operations and raise cash to reduce debt. It completed three exchange offers that converted debt in to equity. In 1977, TEI, primarily an oil production outfit, had had a reprieve from bankruptcy through Michael Milken's first ever junk bond. The fresh capital had allowed TEI to acquire a controlling interest of Phoenix Resources Company, a part of King Resources Company. TEI purchased creditors' claims against King that were subsequently converted into stock under the terms of King's reorganization plan. Only two years later, cash deficiencies forced Phoenix to sell off its nonenergy businesses. Vulture investors tried to buy up outstanding TEI stock. TEI sold off its own nonenergy businesses, and focused on oil and gas exploration. An enormous oil discovery in Egypt made the future look grand. The value of TEI stock soared. Somehow, however, less than two years later, TEI was in bankruptcy. What a ride! All told, the book has 63 tables and 32 figures on all aspects of TEI's rise, fall, and renaissance. Businesspeople will find especially absorbing the details of how the company's bankruptcy filing affected various stakeholders, the bankruptcy negotiation process, and the alternative post-bankruptcy financial structures that were considered. Those interested in the oil and gas industry will find the book a primer on the subject, with an appendix devoted to exploration and drilling, and another on oil and gas accounting. Harlan Platt is professor of Finance at Northeastern University. He is president of 911RISK, Inc., which specializes in developing analytical models to predict corporate distress. ********* 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 ***