/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/141125.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, November 25, 2014, Vol. 18, No. 328 Headlines 30DC INC: Reports $31,600 Net Income in Third Quarter 9920 FLORA VISTA: S&P Lowers Rating on 2002A Housing Bonds to 'B+' ADAMIS PHARMACEUTICALS: Has Resale Prospectus of $1.7MM Shares AEREO INC: Argus Providing Restructuring Officers AEREO INC: Proposes Brown Rudnick as Counsel AERODYNAMICS INC: Wants Youngstown-Warren Regional Daily Flights ALCO STORES: Court Approves Procedures for Store Closing Sales ALCO STORES: Merchandise Inc. Objects to DIP Financing Motion ALCO STORES: U.S. Trustee Objects to DIP Financing Motion AMERICAN AIRLINES: Pilots, Management Continue Labor Deal Talks AMERICAN APPAREL: Appoints Chelsea Grayson as General Counsel AMERICAN BEACON: Moody's Puts Ba2 CFR on Review for Downgrade AMERICAN MEDIA: Extends CFO's Employment Until March 2017 AMINCOR INC: Delays Form 10-Q for Third Quarter AMPLIPHI BIOSCIENCES: Posts $19.4 Million Net Income in Q3 AOXING PHARMACEUTICAL: Incurs $8,000 Net Loss in Sept. 30 Quarter APPALACHIAN FUELS: Bankruptcy Court Awards $2.7MM to West Va. DEP ARCHDIOCESE OF ST. PAUL: Fin'l Situation Due to Litigation Costs ARISTA POWER: Posts $524,000 Net Income in Third Quarter ATTACHMATE CORP: S&P Withdraws 'B' CCR Following Acquisition AVALON HOME HEALTH: Voluntary Chapter 11 Case Summary BAYAMON SMH CORP: Case Summary & 11 Largest Unsecured Creditors BIOLIFE SOLUTIONS: Walter Villiger Had 39.2% Stake at Oct. 30 BERRY PLASTICS: Posts $29 Million Net Income in Fourth Quarter BOOMERANG SYSTEMS: Issues Options to Executive & Directors BRAFFITS CREEK: Secured Creditor Wins Confirmation of Plan CALMARE THERAPEUTICS: Incurs $1.2-Mil. Net Loss in Third Quarter CASH STORE: Obtains Stay Extension & Additional DIP Financing CATALENT PHARMA: S&P Retains 'BB-' CCR Following $180MM Tack-On CEETOP INC: Delays Form 10-Q for Third Quarter CHINA GINSENG: Reports $571,000 Net Loss for Third Quarter CLEAREDGE POWER: Wants to Hire KS & Co as Auditors CLEAREDGE POWER: Hires BDO as Accountants CRAIGHEAD COUNTY FAIR: Court Approves Brent Stidman as Accountant CREATIVE ARTISTS: Moody's Assigns B2 Corporate Family Rating CREATIVE ARTISTS: S&P Assigns B+ CCR & Rates $610MM Sec. Debt BB- CTI BIOPHARMA: To Issue $200 Million Worth of Securities CUMBERLAND CONSTRUCTION: Doe Run Elementary School Evacuated DENDREON CORP: Employs Skadden Arps as Bankruptcy Counsel DENDREON CORP: Proposes to Employ Lazard as Investment Banker DENDREON CORP: Can Employ Prime Clerk as Claims Agent DENDREON CORP: Has Authority to Pay $3-Mil. to Critical Vendors DENDREON CORP: Court Issues Joint Administration Order DIAMOND US HOLDINGS: Moody's Assigns B1 Corporate Family Rating DISTRIBUTION INT'L: S&P Raises CCR to 'B'; Outlook Stable DUNE ENERGY: Tender Offer Expiration Further Extended to Dec. 22 EDUCATION MANAGEMENT: Terminates Registration of Securities E.H. MITCHELL: Reginald J. Laurent Balks at Confirmation of Plan ENERGY FUTURE: Coercive Tender Offers to Get Scrutiny in 2015 EFT HOLDINGS: Delays Form 10-Q for Third Quarter ERF WIRELESS: Issues 2.1 Million Common Shares FALCON STEEL: Gets Extended Exclusivity to File Plan Thru Jan. 16 FOUNDATION HEALTHCARE: To Issue Add'l 17.2MM Shares Under Plan FLUX POWER: Reports $197,000 Net Loss for Sept. 30 Quarter GIL DE LA MADRID: Bar Date Gets Reset After Case Is Reinstated GENERAL MOTORS: Arizona Wants $3BB for Drop in Value of Vehicles GENIUS BRANDS: Reports $849,000 Net Loss in Third Quarter GREEN AUTOMOTIVE: Delays Form 10-Q for Third Quarter GREEN BRICK: Conference Call Held to Discuss JBGL Results GREEN EARTH: Amends 9.6 Million Common Shares Prospectus GT ADVANCED: Failed to Manage Workers & Production, Apple Says HOLE IN ONE: Sells West Chase Golf Club at Auction for Over $900K HASHFAST TECHNOLOGIES: Bids for Assets Must Be Filed by Dec. 2 HULDRA SILVER: Closes $7-Mil. Financing; Implements Restructuring IMPERIAL METALS: Moody's Lowers Corporate Family Rating to Caa1 INDEPENDENCE TAX IV: Delays Form 10-Q for Third Quarter INTERNATIONAL TEXTILE: Wilbur Ross Quits From Board ITR CONCESSION: Porter County Won't Bid for Lease JACK JOHNSON: Blames Bankr. on Parents; California House on Sale KINDER MORGAN: Moody's Hikes Junior Subordinated Rating to Ba1 KINDER MORGAN: S&P Raises Corp. Credit Rating From 'BB' KIOR INC: Idled Biofuels Plant in Columbus May Be Sold as Scrap LAKELAND INDUSTRIES: Registers 1.1-Mil. Common Shares for Resale LDK SOLAR: Bankruptcy Court Confirms U.S. Chapter 11 Plan LOGAN'S ROADHOUSE: S&P Puts 'B-' CCR on CreditWatch Negative LDK SOLAR: Bankruptcy Court Confirms U.S. Chapter 11 Plan LOLETA CHEESE: Files for Ch 11, Wants to Sell Farming Equipment LVBK LLC: Case Summary & 9 Largest Unsecured Creditors MARY SANTIAGO: Ruling Favors New Yorkers with Regulated Apts. MCCLATCHY CO: Bestinver Gestion Reports 9.8% of Class A Shares METALICO INC: Reports $6.9 Million Net Loss for Third Quarter MGM RESORTS: S&P Assigns 'B+' Rating on $1BB Sr. Unsecured Notes MISSISSIPPI PHOSPHATES: 4 Parties Reply to DIP Financing Motion MISSISSIPPI PHOSPHATES: Seeks OK of Procedures to Sell Assets MOLYCORP INC: Signs Exchange Agreement With Noteholder MONARCH COMMUNITY: Posts $22,000 Net Income in Third Quarter MORTGAGE GUARANTY: S&P Hikes LT Counterparty Credit Rating to BB+ N-VIRO INTERNATIONAL: Delays Form 10-Q for Third Quarter NAARTJIE CUSTOM: Court Approves Bidding Procedures and Auction NAARTJIE CUSTOM: Bonnie Glantz Named as Consumer Privacy Ombudsman NAKED BRAND: Introduces New Visual Brand Identity NEW LOUISIANA: Committee Wants Reconsideration of Financing Order NEW LOUISIANA: Wants Neligan Foley as Counsel for New Debtors NII HOLDINGS: Hires Togut Firm as Conflicts Counsel NII HOLDINGS: Court Fixes Dec. 23 as Claims Filing Deadline NII HOLDINGS: Reaches Agreement with Major Stakeholders NORTHERN BEEF: Settles WARN Action for $180K Cash, $1-MM in Claim OCEANSIDE MILE: Withdraws Motion to Use Cash Collateral OUTLAW RIDGE: Wants to Enter into Escrow Agreement with Pasco, FL OW BUNKER: US Units Want to Sell Over 150K Barrels of Oil PACIFIC SANDS: Incurs $456,000 Net Loss in Sept. 30 Quarter PARAGON OFFSHORE: S&P Lowers CCR to 'BB-'; Outlook Negative PEOPLEWELL HR: Files for Chapter 11 in Tampa PEOPLEWELL HR: Proposes Buddy D. Ford as Bankruptcy Counsel PEOPLEWELL HR: Case Summary & 3 Largest Unsecured Creditors PLASTIC2OIL INC: Incurs $1.4 Million Net Loss in Third Quarter PLUG POWER: Files Form 10-Q, Issues Bankruptcy Warning PREMIER TRANSFER: Case Summary & 20 Largest Unsecured Creditors REALOGY CORP: Issues $300 Million Senior Notes Due 2021 REGENT PARK: Case Summary & 13 Largest Unsecured Creditors REVEL AC: Deal to Sell to Brookfield at Risk RICEBRAN TECHNOLOGIES: Incurs $3.7 Million Net Loss in Q3 ROCKWELL MEDICAL: Prices $58.5MM Public Offering of Common Stock RURAL/METRO CORP: Salem Replaces Co. With Falck Northwest SEA SHELL COLLECTIONS: Wants to Sell Real Property in Santa Rosa SEA SHELL COLLECTIONS: Taps Marcus & Millichap as Brokers SEARS HOLDINGS: Raised $625 Million From Rights Offering SEARS HOLDINGS: ESL Partners Reports 51.9% Stake as of Nov. 18 SHELBOURNE NORTH: Related Midwest Wants 10 Unsecured Claims Denied SISTER 2 SISTER: Case Summary & 20 Largest Unsecured Creditors SONNEBORN HOLDINGS: S&P Rates Proposed 1st Lien Secured Debt 'B' SEEGRID CORP: Creditor Seeks Confirmation Hearing Delay to 2015 SPECIALTY HOSPITAL: General Claims Bar Date Fixed as Dec. 19 SPENDSMART NETWORKS: Incurs $2.4 Million Net Loss in 3rd Quarter STELLAR BIOTECHNOLOGIES: Inks Supply Pact With Araclon Biotech SUMMIT STREET: Schedules and Statement Due Dec. 5 SUMMIT STREET: Case Summary & 7 Largest Unsecured Creditors TECHPRECISION CORP: Incurs $649,000 Net Loss in Second Quarter TECHPRECISION CORP: Appoints Alexander Shen as CEO TEXOMA PEANUT: $12.7 Million Loan Requires Auction by Dec. 17 TEXOMA PEANUT: To Auction Clarksdale Facility in December TRIZETTO CORP: S&P Withdraws 'B-' CCR Following Acquisition TRUMP ENTERTAINMENT: Hearing on Ch 7 Conversion Set for Dec. 4 UC HOLDINGS: S&P Withdraws 'B-' CCR on Lack of Sufficient Info. UNITEK GLOBAL: Technicians Say DirectSat, DirecTV Underpaid Them USMART MOBILE: Reports Profit of $12.7 Million Third Quarter VALEANT PHARMACEUTICALS: Moody's Affirms Ba3 Corp. Family Rating VARIANT HOLDING: Gets Interim OK to Obtain $10-Mil. Financing VARIANT HOLDING: Wins OK of Deal to Resolve Beach Point Disputes VARSITY BRANDS: S&P Assigns 'B' CCR & Rates $120MM Facility 'BB-' VB WILIKINA: S&P Raises Rating on 2012A Housing Bonds to 'BB+' VISION INDUSTRIES: May Exit Ch 11 a Profitable Co., Report Says WESLEY HOMES: S&P Lowers Long-Term Rating to 'BB+' WEST TEXAS GUAR: Reorg. Plan OK'd; To Exit Ch 11 as Guar Resources WOODSIDE HOMES: S&P Keeps B Note Rating Over $30-Mil. Notes Add-on * Distress Levels of Major Public Cos. in Restaurant Sector Down * S&P Hikes Ratings on 4 Canadian Issuers on New Revolver Criteria * Three Elite Law Firms Lift Year-End Bonuses * Large Companies With Insolvent Balance Sheet ********* 30DC INC: Reports $31,600 Net Income in Third Quarter ----------------------------------------------------- 30DC, Inc., announced that during its fiscal first quarter ended Sept. 30, 2014, the Company recognized revenues of $700,067 respectively from continuing operations compared to $1,942,879 during the fiscal first quarter period ended Sept. 30, 2013. Revenues from continuing operations were from the following sources during the fiscal first quarter ended Sept. 30, 2014 compared to Sept. 30, 2013. Net income was $31,680, or $.00 per share, for the first quarter, compared to a gain of $736,838, or $.01 per share, for the same period of fiscal 2014. The decrease in net income during fiscal 2015 first quarter compared to the same period in the prior fiscal year was primarily due to the effect of the smaller MagCast launch. The Company ended the first quarter with a cash balance of $144,612 and $756,661 of shareholders' equity. A full-text copy of the press release is available at: http://is.gd/XKG1F2 About 30DC Inc. New York-based 30DC, Inc., provides Internet marketing services and related training to help Internet companies in operating their businesses. It operates in two divisions, 30 Day Challenge and Immediate Edge. 30DC, Inc., posted net income of $58,918 on $2.79 million of total revenue for the year ended June 30, 2014, compared to a net loss of $407,642 on $1.46 million of total revenue for the year ended June 30, 2013. As of Sept. 30, 2014, the Company had $2.78 million in total assets, $2.03 million in total liabilities and $756,661 in total stockholders' equity. MaloneBailey, LLP, in Houston, Texas, 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 accumulated losses from operations since inception and has a working capital deficit as of June 30, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. 9920 FLORA VISTA: S&P Lowers Rating on 2002A Housing Bonds to 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its long-term rating to 'B+' from 'BB-' on Bellflower, Calif.'s series 2002A multifamily housing revenue bonds, issued for 9920 Flora Vista's Bellflower Terrace Senior Apartments project. The outlook is stable. The bonds are backed by a mortgage loan that is secured by a Fannie Mae collateral agreement. "This rating action is based on our view of the issue's continued inability to pay full and timely debt service at remarketing due to its reliance on short-term market rate investments," said Standard & Poor's credit analyst Adam Cray. The rating reflects S&P's view of the following weaknesses: -- Insufficient revenues from mortgage debt service payments and investment earnings to pay full and timely debt service on the bonds plus fees through remarketing; -- An expected decline in debt service coverage to below investment-grade levels as of the June 1, 2023, remarketing date; and -- Asset-liability parity of approximately 99.64% as of June 3, 2014. ADAMIS PHARMACEUTICALS: Has Resale Prospectus of $1.7MM Shares -------------------------------------------------------------- Adamis Pharmaceuticals Corporation filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to the resale or other disposition from time to time of up to 1,765,062 shares of the Company's common stock to be offered by Eses Holdings (FZE), Thomas Masterson, Craig Pierson, et al., including 1,715,388 previously issued shares of the Company's common stock and 49,674 shares that are issuable upon exercise of outstanding previously issued common stock purchase warrants, by the selling stockholders. The Warrants have an exercise price of $3.40 per share, and may be exercised during the period ending June 26, 2018. The selling stockholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their shares of common stock from time to time on any stock exchange, market, or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The Company is not offering any shares of its common stock for sale under this prospectus. The Company will not receive any of the proceeds from the sale of common stock by the selling stockholders. However, the Company will generate proceeds in the event of a cash exercise of the Warrants by the Selling Stockholders. The Company's common stock is quoted on the Nasdaq Capital Market under the symbol "ADMP." On Nov. 18, 2014, the last reported sale price of the Company's common stock as reported on the Nasdaq Capital Market was $3.94 per share. A full-text copy of the Form S-3 registration statement is available for free at http://is.gd/v6jsQ6 About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Adamis reported a net loss of $8.15 million for the year ended March 31, 2014, as compared with a net loss of $7.19 million for the year ended March 31, 2013. Mayer Hoffman McCann P.C., in Boca Raton, Florida, 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 losses from operations and has limited working capital to pursue its business alternatives. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2014, the Company had $11.56 million in total assets, $1.90 million in total liabilities and $9.65 million in total stockholders' equity. Bankruptcy Warning "Our management intends to attempt to secure additional required funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other pharmaceutical companies or third parties to co-develop and fund research and development efforts, or similar transactions. However, there can be no assurance that we will be able to obtain any required additional funding. If we are unsuccessful in securing funding from any of these sources, we will defer, reduce or eliminate certain planned expenditures and delay development or commercialization of some or all of our products. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us," the Company said in its quarterly report for the period ended June 30, 2014. AEREO INC: Argus Providing Restructuring Officers ------------------------------------------------- Aereo, Inc., seeks approval from the Bankruptcy Court of the engagement of (i) Lawton W. Bloom of Argus Management Corporation as Chief Restructuring Officer, and (ii) Peter Sullivan and Scott Dicus, each as an Assistant Restructuring Officer. Argus specializes in the provision of turnaround, crisis management, performance improvement and restructuring and accounting services for public and private companies, general creditors, secured parties, acquirers of non-performing companies and judicial bodies. Argus intends to work closely with other professionals retained by the Debtor to ensure that there is no unnecessary duplication of services performed for or charged to the Debtor's estate. The Debtor requests that Argus will be compensated as follows: (a) a monthly fee of $50,000; (b) a success fee equal to 2% of the aggregate compensation received in the sale of the Debtor's assets; and (c) reimbursement of all reasonable out-of-pocket expenses incurred in discharging its responsibilities, provided, however, if the aggregate amount of such expenses exceed $2,000 per month, Argus will provide notice to the Debtor before incurring further expenses. Prior to the Petition Date, the Debtor provided Argus a retainer in the amount of $50,000. The Debtor will indemnify and hold harmless Argus and its shareholders, directors, officers, managers, employees, contractors, agents and controlling persons (including Mr. Bloom, Mr. Sullivan and Mr. Dicus) from and against any and all claims, and liabilities. To the best of the Debtor's knowledge, and except as disclosed in the Affidavit, Argus has no connection with, and holds no interest adverse to, the Debtor, its creditors, equity security holders, current or former officers and directors, or any other parties-in- interest. The firm may be reached at: Lawton W. Bloom ARGUS MANAGEMENT CORPORATION 208 West 29th Steet, Suite 613A New York, NY 10001 Tel: (212) 686 1593 E-mail: lbloom@arguscorp.net psullivan@arguscorp.net sdicus@arguscorp.net AEREO INC: Proposes Brown Rudnick as Counsel -------------------------------------------- Aereo, Inc., seeks approval from the Bankruptcy Court to employ Brown Rudnick LLP under a general retainer as its attorney to perform the legal services that will be necessary during this Chapter 11 case. Prior to the Chapter 11 Petition Date, commencing on Oct. 29, 2014, the Debtor engaged Brown Rudnick to provide advice in connection with insolvency and related strategies and planning and the preparation for filing of this Chapter 11 case. The Debtor believes that Brown Rudnick is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) thereof. Brown Rudnick shall charge the Debtor 75% of generally its customary hourly rates for services as are in effect from time to time, as charged to bankruptcy and non-bankruptcy clients -- Lodestar Fees. As of the Petition Date, Brown Rudnick's usual rates, which are adjusted from time to time, range from $700 to $1,240 per hour for partners, $415 to $730 per hour for associates and $285 to $340 per hour for paraprofessionals. In addition, but subject to the overall cap, Brown Rudnick will earn a contingency fee -- Partial Contingency Fee -- equal to 2.0% of the aggregate consideration realized by the Debtor from the sale of its assets, recapitalization or other similar transaction. The aggregate fees earned by Brown Rudnick from the Lodestar Fee at Reduced Hourly Rates and Partial Contingency Fee may not exceed, in total, the Lodestar Fees that would have been paid at Brown Rudnick's usual hourly rates multiplied by 1.25. Brown Rudnick customarily is reimbursed for all expenses it incurs in connection with its representation of a client in a given matter. About Aereo, Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. As of the Petition Date, the Debtor's reported total assets were $20.5 million, and its total undisputed liabilities (primarily trade debt) were $4.2 million. AERODYNAMICS INC: Wants Youngstown-Warren Regional Daily Flights ---------------------------------------------------------------- Lindsay McCoy at Wfmj.com reports that Aerodynamics Incorporated is waiting for the final certification from the U.S. Department of Transportation to offer daily flights from Youngstown-Warren Regional. Wfmj.com says that the Company must pass a financial fitness test. According to Wfmj.com, the Company would receive a $1.2 million grant, partly funded by local tax dollars, to implement daily flights. Wfmj.com relates that Scott Beale, the Company's CEO, will appeal a ruling of a civil lawsuit, which awarded a former business partner thousands in punitive damages. Waterford, Michigan-based Aerodynamics Incorporated filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 13- 40260) on Jan. 7, 2013, estimating its assets at $500,001 to $1 million, and its debts at $1 million to $10 million. The petition was signed by Scott Beale, CEO. Jason W. Bank, Esq., at Kerr, Russell and Weber, PLC, serves as the Airline's bankruptcy counsel. Judge Phillip J. Shefferly presides over the case. Affiliate ADI Shuttle Group, LLC filed a separate Chapter 11 petition (Bankr. E.D. Mich. Case No. 12-65219) on Nov. 16, 2012. ALCO STORES: Court Approves Procedures for Store Closing Sales -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas granted ALCO Stores, Inc., et al.'s emergency motion to approve a comprehensive sale process relating to store closing sales and sale to the highest bidder; and to approve agency agreement, bid procedures and bid protections. The Court scheduled a sale hearing for November 20, 2014. The Court also approved the Bid Protections set forth in the Agency Agreement, including the (i) $1.4 million Break- Up Fee, and (ii) Expense Reimbursement amounting to $350,000 plus the amount of the Signage Costs. Objections to the Sale Motion Blackhawk Network, Inc., a party-in-interest, filed a limited objection to Debtors' Sale Motion to preserve its rights in and to $820,538 of cash, which was in the Debtors' possession or control as of the date of Debtors' Chapter 11 petition, but to which neither the Debtors nor their lenders have any legal or equitable right. The Debtors entered into various agency agreements with Blackhawk and its network partners. Should the Debtors ultimately sell substantially all of their assets under Section 363 of the Bankruptcy Code, the cash must remain subject to Blackhawk's claims that that cash or its equivalent value constitutes trust funds held for the benefit of Blackhawk and its network partners, Blackhawk said. The Tax Authorities told the Court that they do not object to the sale of the Debtors' assets. However, the Tax Authorities object to any funds being paid to any other parties or creditors prior to full payment of the Tax Authorities' claims. The Tax Authorities also object because their senior liens against the assets are not adequately protected. As the estate assets are sold, pursuant to the Bankruptcy Code, the Tax Authorities said their tax liens will transfer to the related sale proceeds and those proceeds become the Tax Authorities' cash collateral. The Tax Authorities are Coleman County TAD, City of Coppell, Coppell ISD, Cotulla ISD, Dallas County, Hamilton CAD, Harris County, Jim Hogg County, Lavaca County, Live Oak CAD, Llano County, Matagorda County, Mt. Vernon ISD, Palacios ISD, Rains County AD, Sabine County, San Saba County CAD, Ward County, Winkler County, Wood County, City of Yoakum and Yoakum ISD. They are the holders of prepetition claims against the Debtors for year 2014 ad valorem real and business personal property taxes in the aggregate amount of $422,904. The amount does not include postpetition interest at the state statutory rate of 1% per month to which the Tax Authorities are entitled. Blackhawk Network, Inc. is represented by: Louis J. Price, Esq. Beau M. Patterson, Esq. MCAFEE & TAFT, A PROFESSIONAL CORPORATION 10th Floor, Two Leadership Square 211 N. Robinson Oklahoma City, OK 73102-7103 Telephone: (405) 235-9621 Facsimile: (405) 235-0439 E-mail: louis.price@mcafeetaft.com beau.patterson@mcafeetaft.com The Tax Authorities are represented by: Laurie Spindler Huffman, Esq. LINEBARGER GOGGAN BLAIR & SAMPSON, LLP 2777 N. Stemmons Fwy, Suite 1000 Dallas, TX 75201 Telephone: (214) 880-0089 Facsimile: (469) 221-5002 E-mail: laurie.huffman@lgbs.com 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: Merchandise Inc. Objects to DIP Financing Motion ------------------------------------------------------------- Merchandise, Inc. contends that it does not object generally to the relief requested in ALCO Stores, Inc., et al.'s postpetition financing motion. However, the Claimant does object to the relief requested in the Motion and granted on an interim basis in the Interim DIP Financing Order to the extent the DIP financing terms interfere with the reclamation claims and rights of the Claimant to the goods identified in its reclamation demand to ALCO Stores. Prior to and during the 45-day window prior to the Petition Date, the Claimant sold and delivered goods to the Debtors in the ordinary course of business on credit. The goods consisted primarily of cosmetic and health and beauty care products. The Claimant holds a claim of approximately $372,000, almost all of which arises from the sale and delivery of goods to the Debtor within 45 days of the Petition Date. A portion of the Claimant's claim (approximately $72,000) arises from goods sold and delivered within 20 days of the Petition Date and potentially subject to claims arising under Section 503(b)(9) of the Bankruptcy Code. The Claimant contends that all of the goods delivered within 45 days of the Petition Date are subject to a reclamation claim under Section 546(c) of the Bankruptcy Code. The Claimant acknowledges that its rights to reclamation of the Goods are subject to the non-avoidable prepetition security interests securing unpaid allowed prepetition secured claims. However, the Claimant objects to the granting of postpetition security interests in the Goods with priority over the reclamation rights of the Claimant absent a showing of adequate protection of the rights of the Claimant under Section 364(d)(2) of the Bankruptcy Code. Merchandise Inc. further asserts that any order granting relief requested in the Motion must contain language making it subject to the terms of the order entered on the Reclamation Procedures Motion with respect to goods subject to reclamation demand. In the alternative, the Claimant requests an order requiring Debtors to escrow funds equal to the value of the Goods. Merchandise Inc. is represented by: Lynnette Warman, Esq. Richard G. Grant, Esq. CULHANE MEADOWS, PLLC The Crescent, Suite 700 100 Crescent Court Dallas, TX 75201 Telephone: (214) 693-6525 Facsimile: (214) 361-6690 E-mail: rgrant@culhanemeadows.com lwarman@culhanemeadows.com 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: U.S. Trustee Objects to DIP Financing Motion --------------------------------------------------------- William T. Neary, the United States Trustee for Region 16, filed an objection to ALCO Stores, Inc., et al.'s postpetition financing motion. The U.S. Trustee objects to the granting of liens to the DIP lenders (Wells Fargo National Assoc., CIT Bank and any other banks and financial institutions or entities from time to time parties to the DIP Credit Agreement) liens on any bankruptcy causes of action created under Chapter 5 of the Bankruptcy Code. The Debtors and the DIP Lenders, the U.S. Trustee contends, have failed to make any showing of the type of "extraordinary circumstances," which would justify depriving unsecured creditors of the potential for recovery from avoidance actions, which the Debtors (or unsecured creditors) might bring, or which the creditors themselves might exercise either pursuant to the terms of a plan of reorganization, or otherwise. The U.S. Trustee also objects to, among other things, (i) the limited time period afforded to the Official Committee of Unsecured Creditors to investigate the validity, amount, perfection, priority and enforceability of the Debtors' lenders' prepetition liens, and (ii) the apparent arrangement between the Debtors, the DIP Agent, the DIP Term Agent and DIP Lenders that would allow the invoiced fees and expenses of the DIP Agent's, the DIP Term Agent's and the DIP Lenders professionals to be paid without review by the U.S. Trustee, the Official Committee or the Court. 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. AMERICAN AIRLINES: Pilots, Management Continue Labor Deal Talks --------------------------------------------------------------- Susan Carey, writing for The Wall Street Journal, reported that American Airlines Group Inc. and the union that represents its 15,000 pilots said they would continue to negotiate terms of a combined labor agreement, putting off for now a plan to reach a deal through binding arbitration. According to the report, American raised the stakes in the talks with its main pilots union late last week, when it told the Allied Pilots Association that it needed to agree by Nov. 21 to accept the framework of the carrier's Nov. 11 offer to APA as the basis for talks, not the union's later counterproposal. The new goal, the Journal says, is to resolve the impasse by mid-December. As previously reported by the Troubled Company Reporter, American Airlines and the APA continued to negotiate terms for a new, five- year labor agreement, with the pilots asking for big raises to compensate for the profit-sharing deal enjoyed by pilots at Delta Air Lines Inc. The APA countered American's proposal by asking for a 10% pay raise instead of American's previous offer of an average of a 3% increase over Delta's current pay rates. About American Airlines AMR Corp. and its subsidiaries including American Airlines filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost- cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so- called U.S. legacy airlines to seek court protection from creditors. It was the third largest airline in the United States at the time of the bankruptcy filing. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. * * * The Troubled Company Reporter, on Sep. 2, 2014, reported that Standard & Poor's Ratings Services revised its rating outlooks on American Airlines Group Inc. (AAG) and its subsidiaries American Airlines Inc. and US Airways Inc. to positive from stable. At the same time, S&P affirmed its ratings on the companies, including the 'B' corporate credit ratings. The TCR, on Sept. 22, 2014, reported that Standard & Poor's Ratings Services assigned its 'A (sf)' issue rating to American Airlines Inc.'s series 2014-1 class A pass-through certificates, which have an expected maturity of Oct. 1, 2026. At the same time, S&P assigned its 'BBB- (sf)' issue rating to the company's series 2014-1 class B pass-through certificates, which have an expected maturity of Oct. 1, 2022. The final legal maturity dates will be 18 months after the expected maturity dates. American Airlines is issuing the certificates under a Rule 415 shelf registration. The TCR, on the same day, reported that Moody's Investors Service assigned a B3 (LGD5) rating to the $500 million of new five year unsecured notes that American Airlines Group Inc. ("AAG") offered for sale earlier. Its subsidiaries, American Airlines, Inc. ("AA"), US Airways Group, Inc. and US Airways, Inc. will guarantee AAG's payment obligations under the indenture on a joint and several basis. Moody's Corporate Family rating of AAG is B1 with a stable outlook. The TCR also reported that Fitch Ratings has assigned a rating of 'B+/RR4' to the $500 million unsecured notes to be issued by American Airlines Group Inc. The Issuer Default Ratings (IDR) for American Airlines Group Inc., American Airlines, Inc., US Airways Group, Inc., and US Airways, Inc. remain unchanged at 'B+' with a Stable Outlook. The TCR, on Oct. 16, 2014, reported that Moody's upgraded its ratings assigned to the Series 2001-1 Enhanced Equipment Trust Certificate ("2001 EETCs") of American Airlines, Inc.: A-tranche to B2 from Caa1, B-tranche to Caa3 from Ca and C-tranche to Caa3 from Ca. Moody's also affirmed all of its other ratings assigned to American Airlines Group Inc. ("AAG"), including the B1 Corporate Family and B1-PD Probability of Default ratings, and of American Airlines, Inc. ("AA") and US Airways Group, Inc. and its subsidiaries, US Airways, Inc. and America West Airlines, Inc. The outlook is stable and the Speculative Grade Liquidity Rating of SGL-1 is unchanged. American Airlines Group Inc. guarantees American Airlines obligations of the 2001 EETCs. AMERICAN APPAREL: Appoints Chelsea Grayson as General Counsel ------------------------------------------------------------- The Board of Directors of American Apparel, Inc., had appointed Chelsea A. Grayson as executive vice president, general counsel, and secretary of the Company, effective as of Dec. 15, 2014. Ms. Grayson has more than 15 years of experience in private practice as a corporate attorney with the law firms of Jones Day and Loeb & Loeb LLP, where she was a partner in the corporate groups of both firms. Her experience includes private placements of equity and debt securities for public and private companies, joint ventures and strategic alliances, and mergers and acquisitions for clients in a variety of industries, including retail. Ms. Grayson, a Los Angeles native, is a member of the State Bar of California and received a B.A. from the University of California, Los Angeles, and a J.D. from Loyola Law School. Scott Brubaker, interim chief executive officer, said, "The Board and I are delighted to welcome Chelsea Grayson to American Apparel. Her legal expertise and retail industry experience will add strength and depth to our senior management team, and we are looking forward to working with her." Ms. Grayson replaces Tobias S. Keller, who has been serving as Interim General Counsel since June 2014. Mr. Keller will continue to serve as interim general counsel until Ms. Grayson's employment commences, at which time he has agreed to resign from such position. "We also want to thank Tobias Keller for his service and contributions to American Apparel," said Brubaker. "We appreciate his willingness to serve temporarily as Interim General Counsel of the Company and we wish him success in his future endeavors." Ms. Grayson will serve for an initial term of one year, which term will automatically extend for successive one-year periods as of each December 15 (beginning Dec. 15, 2015) unless terminated by the Company on at least 90 days' written notice prior to the expiration of the then-current term. The Employment Agreement provides that Ms. Grayson will receive a base salary of $400,000 per year, subject to increase based on the annual review of the Compensation Committee. About American Apparel American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of Sept. 30, 2014, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries including the United States and Canada. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel has been in the red as far back as 2010. The Company reported a net loss of $106.29 million on $633.94 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $37.27 million on $617.31 million of net sales for the year ended Dec. 31, 2012. American Apparel posted a net loss of $39.31 million on $547.33 million of net sales for the year ended Dec. 31, 2011, compared with a net loss of $86.31 million on $532.98 million of net sales during 2010. In 2011, American Apparel announced a restatement of its 2009 financial reports. The Company's balance sheet at Sept. 30, 2014, the Company had $307.18 million in total assets, $394.78 million in total liabilities and a $87.59 million total stockholders' deficit. * * * The TCR reported on Nov. 21, 2013, that Moody's Investors Service downgraded American Apparel Inc.'s corporate family rating to Caa2. The clothing retailer's probability of default was also lowered one level and the outlook is negative. As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Los Angeles-based American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is negative. "The downgrade reflects our assessment that a debt restructuring appears inevitable within six months, absent unanticipated significantly favorable changes in the company's circumstances," said Standard & Poor's credit analyst Ryan Ghose. AMERICAN BEACON: Moody's Puts Ba2 CFR on Review for Downgrade ------------------------------------------------------------- Moody's Investors Service has placed American Beacon Advisors, Inc. Ba2 corporate family rating on review for downgrade. The agency has also placed on review for downgrade the company's $170 million Term Loan B rating, and $15 million Revolving Credit Facility rating, both rated Ba2. The rating actions follow the announcement by American Beacon on Nov. 21 that it will be acquired by private equity sponsors, Kelso & Company and Estancia Capital Management. The transaction is expected to close in the second quarter of 2015. American Beacon, formerly owned by AMR Corporation (AMR), parent of American Airlines, was partially sold to private equity funds managed by Pharos Capital Group and TPG Capital. AMR still retained a small ownership interest and American Beacon continues to provide cash and pension management services to its former parent. The company manages and distributes sub-advised mutual funds for defined contribution retirement and retail investors, as well as pension and cash management programs for AMR and other institutional investors. Ratings Rationale The company asserted that the sale of American Beacon to a new pair of private equity owners should cause no disruption to its current operations, but it also indicated that new resources will be deployed to accelerate its strategic growth plans. The company's acquisition by the PE firms could potentially involve increased leverage. American Beacon's standalone corporate family and debt ratings will be highly dependent on the extent of these changes. Moody's notes that the transaction, which is expected to occur seven years after TPG and Pharos acquired the company, should provide increased stability to American Beacon's corporate management and business franchise, removing uncertainty regarding its future ownership. Under the terms of its credit agreement, American Beacon's existing loans become due and payable upon a change of control. American Beacon's Ba2 corporate family rating reflects the company's relatively modest industry position among rated asset managers, but gives particular consideration to its long operating history, strong performance as a sponsor of sub-advised mutual funds, consistently strong assets under management growth, and experience as a provider of traditional pension and cash management services to its former corporate parent, AMR, and other investors. American Beacon's rating is also driven by its financial profile, characterized by high financial leverage related to its cash flow and low pre-tax income margins, resulting from its business economics primarily as a distributor of investment product. The list of American Beacon's ratings following the rating action is as follows: Corporate family rating: Ba2 on review for downgrade $170 million Term Loan B: Ba2 on review for downgrade $15 million Revolving Credit Facility : Ba2 on review for downgrade The last rating action on American Beacon was on February 28, 2014, when all ratings were affirmed. The principal methodology used in this rating was Asset Managers: Traditional and Alternative published in February 2014. AMERICAN MEDIA: Extends CFO's Employment Until March 2017 --------------------------------------------------------- American Media, Inc., and Christopher V. Polimeni, the Company's executive vice president, chief financial officer and treasurer, entered into Amendment No. 5 to the employment agreement, dated March 8, 2010, as amended, by and between the Company and Mr. Polimeni. Pursuant to the Polimeni Amendment, the term of Mr. Polimeni's employment with the Company was extended through March 31, 2017, and Mr. Polimeni's annual base salary was increased to $500,000. 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. AMINCOR INC: Delays Form 10-Q for Third Quarter ----------------------------------------------- Amincor, Inc., was unable to file its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2014, within the prescribed time without unreasonable effort or expense because the Company and its accounting staff require additional time to complete the financial statements and the notes thereto, according to a regulatory filing with the U.S. Securities and Exchange Commission. It is anticipated that the Company will report a net loss of approximately $4,000,000 for the quarter ended Sept. 30, 2014, as compared to a net loss of approximately $2,400,000 for the quarter ended Sept. 30, 2013. About Amincor Inc. New York, N.Y.-based Amincor, Inc., is a holding company operating through its operating subsidiaries Baker's Pride, Inc., Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor Other Assets, Inc. BPI is a producer of bakery goods. Tyree performs maintenance, repair and construction services to customers with underground petroleum storage tanks and petroleum product dispensing equipment. Through its wholly owned subsidiaries, Environmental Quality Services, Inc., and Advanced Waste & Water Technology, Inc., EHC provides environmental and hazardous waste testing and water remediation services in the Northeastern United States. Other Assets, Inc., was incorporated to hold real estate, equipment and loan receivables. As of March 31, 2013, all of Other Assets' real estate and equipment are classified as held for sale. The Company's balance sheet at June 30, 2014, showed $25.79 million in total assets, $44.36 million in total liabilities and a $18.56 million total deficit. Bankruptcy Warning "Amincor's Management is working to secure additional available capital resources and turn around the subsidiary companies to generate operating income. Amincor may raise additional funds through public or private debt or equity financings. However, there can be no assurance that such resources will be sufficient to fund the operations of Amincor or the long-term growth of the subsidiaries businesses. Amincor cannot assure investors that any additional financing will be available on favorable terms, or at all. Without additional capital resources, Amincor may not be able to continue to operate, take advantage of unanticipated opportunities, develop new products or otherwise respond to competitive pressures, and be forced to curtail its business, liquidate assets and/or file for bankruptcy protection," the Company stated in its quarterly report for the period ended June 30, 2014. AMPLIPHI BIOSCIENCES: Posts $19.4 Million Net Income in Q3 ---------------------------------------------------------- Ampliphi Biosciences Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $19.38 million for the three months ended Sept. 30, 2014, compared to a net loss of $43.90 million for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported net income of $22.76 million on $310,000 of revenue compared to a net loss of $58.33 million on $333,000 of revenue for the same period last year. The Company recognized no revenues for the quarter ended Sept. 30, 2014. For the nine month period ending Sept. 30, 2014, the Company recognized revenues of $310,000 in revenue from sublicensing arrangements, a decrease from $333,000 for the same period in 2013, as a result of reduced grant revenue. As of Sept. 30, 2014, the Company had $28.41 million in total assets, $17.08 million in total liabilities and $11.33 million in total stockholders' equity. "The Company believes that its current resources will only be sufficient to fund operations through the first quarter of 2015. This estimate is based on the Company's ability to manage its staffing expenses and its working capital. Actual results could differ from its estimates. The Company intends to seek additional financing in order to fund operations through 2015; however, the Company cannot provide assurances that it will be successful in obtaining additional financing for these periods or as needed in the future. If the Company does not raise additional funds by the first quarter of 2015, it plans to implement cost reduction measures, such as a reduction in workforce, reducing its intellectual property prosecution, reducing other operating activities, and/or the pursuit of alternative financing transactions that would likely be on terms disadvantageous to the Company and dilutive to its shareholders. The Company could also be required to relinquish rights to its technology or product candidates or in-licensed technology on unfavorable terms, either of which would reduce the ultimate value of the technology or product candidates, or to sell assets likely at values significantly below their potential worth. If the Company is unable to secure additional capital, it may be required to cease operations, declare bankruptcy or otherwise wind-up its business." A full-text copy of the Form 10-Q is available for free at: http://is.gd/lYLlNX About AmpliPhi AmpliPhi Biosciences Corp. is a biopharmaceutical company that develops bacteriophage-based therapeutics. It also develops an internally generated pipeline of naturally occurring viruses called bacteriophage (Phage) for the treatment of bacterial infection, such as drug-resistant strains of bacteria that are commonly found in the hospital setting. The company's Phage discovery also focuses on acute & chronic lung, sinus and gastrointestinal infections. AmpliPhi Biosciences was founded in March 1989 and is headquartered in Glen Allen, Virginia. The Company reported a net loss of $57.65 million on $325,000 of total revenue for the year ended Dec. 31, 2013, compared with a net loss of $1.11 million on $664,000 of total revenue in 2012. PBMares, LLP, in Richmond, Virginia, 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 had recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. AOXING PHARMACEUTICAL: Incurs $8,000 Net Loss in Sept. 30 Quarter ----------------------------------------------------------------- Aoxing Pharmaceutical Company, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company's shareholders of $7,872 on $4.56 million of sales for the three months ended Sept. 30, 2014, compared to a net loss attributable to the Company's shareholders of $2.23 million on $3.57 million of sales for the same period last year. As of Sept. 30, 2014, the Company had $39.07 million in total assets, $38.44 million in total liabilities and $631,865 in total equity. The Company's cash balance as of Sept. 30, 2014, was $2,343,822 compared to $2,329,660 as of June 30, 2014. The cash balance remained stable because the $2,287,758 in net cash used in operating activities during the quarter and $173,606 cash used for property and equipment was matched by $2,470,490 in net proceeds of our financing activities. A full-text copy of the Form 10-Q is available for free at: http://is.gd/CbmsFv About Aoxing Aoxing Pharmaceutical Company, Inc., is a Jersey City, New Jersey- based specialty pharmaceutical company. The Company is engaged in the development, production and distribution of pain-management products, narcotics and other drug-relief medicine. In its report on the consolidated financial statements for the year ended June 30, 2014, BDO China Shu Lun Pan Certified Public Accountants LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company continues to incur losses from operations, has negative cash flow from operations and a working capital deficit. The Company reported a net loss of $8.63 million for the fiscal year ended June 30, 2014, compared to a net loss of $17.29 million last year. APPALACHIAN FUELS: Bankruptcy Court Awards $2.7MM to West Va. DEP ----------------------------------------------------------------- A federal bankruptcy court in Kentucky issued an important decision on Nov. 20 giving regulators a strong hand in enforcing environmental laws against bankrupt coal companies. As part of the decision, the court awarded the West Virginia Department of Environmental Protection (DEP) over $2.7 million to address reclamation of an abandoned coal mine in Fayette County, West Virginia. Bailey & Glasser attorneys Kevin Barrett and Mike Hissam represented the DEP in pursuing claims from the bankruptcy estate of Appalachian Fuels LLC. The claims consisted of environmental penalties, as well as the costs of ongoing reclamation and water treatment at the abandoned site. The case went to trial in bankruptcy court in Louisville in June 2014. After a three-day trial, the bankruptcy court issued a lengthy opinion yesterday granting DEP's administrative expense application in full. The bankruptcy court held that Appalachian Fuels had to perform the reclamation obligations of its subsidiary which held the permits, given that Appalachian Fuels had always performed the mining and reclamation obligations at the mine site. Second, the bankruptcy court held that DEP's claims were entitled to "administrative expense priority," despite the fact that DEP had not incurred any reclamation costs during the pendency of the bankruptcy case and would not incur significant reclamation costs until years later. In accordance with the decision, the court granted the DEP an administrative claim totaling more than $2.7 million, including up to $1.9 million in reclamation and water treatment costs and over $700,000 in penalties. "With the rise of significant coal company bankruptcy cases in the past two years, and with others on the horizon in a tough coal market, the decision imposes broader corporate responsibility for environmental legacy liabilities. It also makes clear that the responsibility to remediate environmental issues doesn't end upon the commencement of a bankruptcy case and, indeed, may give rise to significant priority claims that a coal company must satisfy as a condition to reorganizing in chapter 11. The combination gives federal and state environmental regulators a stronger hand in coal company bankruptcy cases," said Kevin Barrett, a bankruptcy attorney at Bailey & Glasser's New York office. Founded by Ben Bailey and Brian Glasser in 1999 in Charleston, West Virginia, Bailey & Glasser LLP has grown to include nearly 50 lawyers, with offices in seven states and D.C. The firm's complex litigation practice focuses on high-stakes commercial litigation; class actions for consumers, insureds, investors, and retirement plan participants; catastrophic injury and defective product cases; antitrust; and whistleblower lawsuits. The firm has extensive experience in energy law, and litigates energy cases in trial courts, bankruptcy courts, regulatory agencies, and appellate courts. It has a major corporate practice, and handles business matters ranging from assisting Chinese investors in acquiring US assets, to IPOs, to the negotiation and execution of billions of dollars in commercial transactions. About Appalachian Fuels Ashland, Kentucky-based Appalachian Fuels, LLC, a coal mining company, produced and sold coal for electric utilities and coking coal plants. It had surface mines and underground mining operations in eastern Kentucky and West Virginia. Appalachian Fuels operated as a subsidiary of Energy Coal Resources, Inc. An involuntary petition for liquidation under Chapter 7 was filed against Appalachian Fuels (Bankr. E.D. Ky. 09-10343) on June 11, 2009. On June 29, 2009, the Bankruptcy Court converted the Debtor's Chapter 7 bankruptcy to a Chapter 11. Some of Appalachian Fuels' affiliates filed Chapter 11 petitions and on July 17, 2009, the Court ordered that the Debtor's Chapter 11 bankruptcy be jointly administered with the bankruptcies of its affiliates. The cases being jointly administered with Appalachian Fuels include: Appalachian Holding Company, Inc. (Case No. 09-10372); Appalachian Premium Fuels, LLC (Case No. 09-10373); Appalachian Environmental, LLC (Case No. 09-10374); Kanawha Development Corporation (Case No. 09-10375); Appalachian Coal Holdings, Inc. (Case No. 09-10405); and Southern Eagle Energy, LLC (Case No. 09-10406). On July 14, 2009, the Court appointed the Official Committee of Unsecured Creditors. On Dec. 19, 2011, the Court entered an Agreed Order of Confirmation of the Debtors' and Committees' Plan of Orderly Liquidation and Distribution. Pursuant to the terms of the Plan, on the Jan. 3, 2012, effective date, the Official Committee of Unsecured Creditors was dissolved and the App Fuels Creditors Trust was established. A Liquidating Trustee was appointed to continue pursuit of causes of action on behalf of the Debtor. Larry Addington, which owns a 30% stake in Energy Coal Resources Inc., filed for personal Chapter 11 bankruptcy (Bankr. E.D. Ky. Case No. 12-10029) on Jan. 26, 2012. ARCHDIOCESE OF ST. PAUL: Fin'l Situation Due to Litigation Costs ---------------------------------------------------------------- Molly Bloom, Meg Martin and Madeleine Baran, writing for Mprnews.org, reports that the Archdiocese of St. Paul-Minneapolis blamed its uncertain financial situation on the costs of clergy sex abuse litigation and the growing potential for more lawsuits by victims. As reported by the Troubled Company Reporter on Oct. 24, 2014, Kate Raddatz, writing for CBS Minnesota, reported that the Archdiocese, along with the Diocese of Winona, said they were considering all options to pay for the settlement in clergy sex abuse lawsuits, including bankruptcy. The Archdiocese's chief financial officer, Thomas Mertens, said in a statement accompanying the 2014 financial report that bankruptcy "would be a way to respond to all victims/survivors by allowing the available funds to be equitably distributed to all who have made claims, not just those who have the earliest trial dates or settlements." The archdiocese hasn't decided whether it will file for bankruptcy or not, Mprnews.org relates, citing Mr. Mertens. Citing the Archdiocese, Mprnews.org relates that about $5 million in costs directly related to the clergy sex abuse scandal. Mprnews.org recalls that a new state law opened up last year the statute of limitations for bringing lawsuits for older claims of abuse. According to the report, victims have three years -- until 2016 -- to bring their lawsuits. The report states that of the $5 million, the Archdiocese said it lost about $1 million on software that didn't meet the standards of a clergy abuse task force. The report adds that the rest was spent on reviewing priest files, investigating the Archdiocese's insurance coverage for lawsuits and analyzing its financial options. According to Mprnews.org, the latest report for the fiscal year that ended on June 30, 2014, shows an operating deficit of about $9.1 million for the 2014 fiscal year -- the Archdiocese's total assets of about $32.5 million dropped about $8 million from the previous year. Mprnews.org reports that the Archdiocese has changed how it takes in donations. The Archdiocese, according to the report, created in 2013 a legally separate foundation to handle the donations it receives from parishes. The report explains that the church moved the money that would have shown up in earlier financial reports off its books and into a legally separate entity, and that shift shows up on the Archdiocese's balance sheet as a loss of about $3.7 million. Mprnews.org relates that Archbishop John Nienstedt assured parishioners that the finances won't directly affect parishes or other Catholic institutions. The report says that since much of the money that sustains the Archdiocese and its programs is housed in legally separate entities, it can attempt to protect its assets and fundraising. ARISTA POWER: Posts $524,000 Net Income in Third Quarter -------------------------------------------------------- Arista Power, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $523,663 on $250,231 of sales for the three months ended Sept. 30, 2014, compared to a net loss of $1.04 million on $578,689 of sales for the same period a year ago. For the nine months ended Sept. 30, 2014, the Company reported net income of $1.59 million on $541,675 of sales compared to a net loss of $3.07 million on $1.01 million of sales for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $2.09 million in total assets, $3.56 million in total liabilities and a $1.47 million total stockholders' deficit. "Due to the uncertainty of our ability to meet our current operating expenses, in their report on our audited annual financial statements as of and for the years ended December 31, 2013 and 2012, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors. There is substantial doubt about our ability to continue as a going concern as the continuation and expansion of our business is dependent upon obtaining further financing, successful and sufficient market acceptance of our products, and achieving a profitable level of operations," the Company stated in the Report A full-text copy of the Form 10-Q is available for free at: http://is.gd/LkkVto 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. ATTACHMATE CORP: S&P Withdraws 'B' CCR Following Acquisition ------------------------------------------------------------ Standard & Poor's Ratings Services said that it withdrew its ratings, including the 'B' corporate credit rating, on Seattle- based software company Attachmate Corp. after U.K.-based software provider Micro Focus International PLC acquired the company. Attachmate's borrowings on its senior secured credit facilities were repaid concurrent with the acquisition's closing. AVALON HOME HEALTH: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Avalon Home Health, Inc. 2009 Independence Sherman, TX 75090 Case No.: 14-42450 Nature of Business: Health Care Chapter 11 Petition Date: November 21, 2014 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Martin K. Thomas, Esq. P.O. Box 36528 Dallas, TX 75235 Tel: (214) 951-9466 Fax: (214) 951-9007 Email: thomas12@swbell.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James C. Morrison, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. BAYAMON SMH CORP: Case Summary & 11 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Bayamon SMH Corporation dba Hato Rey X-Ray & Imaging Center PMB 647 Ave. Luis Vigoreaux 1354 Guaynabo, PR 00966 Case No.: 14-09661 Nature of Business: Health Care Chapter 11 Petition Date: November 22, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Brian K. Tester Debtor's Counsel: Teresa M Lube Capo, Esq. LUBE & SOTO LAW OFFICES PSC 1130 Ave FD Roosevelt San Juan, PR 00920-2906 Tel: 787-722-0909 Fax: 787-977-1709 Email: lubeysoto@gmail.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joanne Marin Favale, MD, DABR, president. A list of the Debtor's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-09661.pdf BIOLIFE SOLUTIONS: Walter Villiger Had 39.2% Stake at Oct. 30 ------------------------------------------------------------- Between September 1 and October 7 of 2014, WAVI Holding AG purchased 166,352 shares of BioLife Solutions, Inc.'s common stock. During the remaining month of October 2014, WAVI purchased an additional 57,392 shares of the Company's common stock. As of Oct. 7, 2014, Walter Villiger beneficially owned 5,467,322 shares of the Company, consisting of 3,475,825 shares of common stock held indirectly through WAVI, 214,286 shares of common stock issuable upon exercise of warrants held directly, and 1,777,211 shares of common stock issuable upon exercise of warrants held indirectly through WAVI. Those shares represent a total of 38.9% of the Company's outstanding shares of common stock. As of Oct. 30, 2014, Walter Villiger beneficially owned 5,524,714 shares of the Company, consisting of 3,533,217 shares of common stock held indirectly through WAVI, 214,286 shares of common stock issuable upon exercise of warrants held directly, and 1,777,211 shares of common stock issuable upon exercise of warrants held indirectly through WAVI. Those shares represent a total of 39.2% of the Company's outstanding shares of common stock. As of Oct. 7, 2014, WAVI beneficially owned 5,253,036 shares of the Issuer, consisting of 3,475,825 shares of common stock and 1,777,211 shares of common stock issuable upon exercise of warrants. Those shares represent a total of 38% of the Company's outstanding shares of common stock. As of Oct. 30, 2014, WAVI beneficially owned 5,310,428 shares of the Issuer, consisting of 3,533,217 shares of common stock and 1,777,211 shares of common stock issuable upon exercise of warrants. Those shares represent a total of 38.3% of the Company's outstanding shares of common stock. A full-text copy of regulatory filing is available at: http://is.gd/06Nwx3 About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc., develops and markets patented hypothermic storage and cryo-preservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. BioLife Solutions incurred a net loss of $1.08 million in 2013, a net loss of $1.65 million in 2012, and a net loss of $1.95 million in 2011. As of Sept. 30, 2014, the Company had $14.25 million in total assets, $1.58 million in total liabilities and $12.66 million in total shareholders' equity. BERRY PLASTICS: Posts $29 Million Net Income in Fourth Quarter -------------------------------------------------------------- Berry Plastics Group, Inc., reported net income attributable to the Company of $29 million on $1.31 billion of net sales for the quarter ended Sept. 27, 2014, compared to net income attributable to the Company of $26 million on $1.20 billion of net sales for the period ended Sept. 28, 2013. For the fiscal year ended Sept. 27, 2014, the Company reported net income attributable to the Company of $62 million on $4.95 million of net sales compared to net income attributable to the Company of $57 million on $4.64 million of net sales for the fiscal year ended Sept. 28, 2013. As of Sept. 27, 2014, the Company had $5.26 billion in total assets, $5.38 billion in total liabilities and non-controlling interest and a $114 million stockholders' deficit. "In the September 2014 quarter we reported record sales for any quarterly period in the Company's history. We generated Operating EBITDA of $210 million, which was an 8 percent increase versus the same prior year period, in the face of continued weak packaged food demand and higher raw material costs," said Jon Rich, Chairman and CEO of Berry Plastics. "Our adjusted free cash flow for fiscal year 2014 totaled $302 million, an increase of 27 percent versus the fiscal year 2013 total of $238 million." A full-text copy of the press release is available for free at: http://is.gd/2KlOG2 About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. * * * As reported by the TCR on Feb. 1, 2013, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to B2 from B3 and the probability of default rating to B2-PD from B3-PD. The upgrade of the corporate family rating to B2 from B3 reflects the improvement in pro-forma credit metrics and management's publicly stated goal to pursue a less aggressive, more balanced financial profile. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BOOMERANG SYSTEMS: Issues Options to Executive & Directors ---------------------------------------------------------- Boomerang Systems, Inc., issued to Mark Patterson, chief executive officer of the Company, and Chris Mulvihill, president of the Company, non-plan options to purchase 471,719 and 176,894 shares of Common Stock of the Company, respectively, in lieu of accrued and unpaid cash compensation of $334,286 and $125,357, respectively. The exercise price for the Option Awards is $2.15 per share. The Option Awards vest immediately and expire on Nov. 17, 2019. On Nov. 17, 2014, the Company granted to each of Joseph Bellantoni, Kevin Cassidy, Maureen Cowell, David Koffman and Anthony Miele, III, the Company's non-executive directors, options to purchase 25,000 shares of Common Stock of the Company. The options are exercisable at a price of $2.15 per share. The options vest as to one-third of the shares immediately, and one- third of the shares on each of Nov. 17, 2015, and 2016 and expire on Nov. 17, 2019. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems incurred a net loss of $11.22 million for the year ended Sept. 30, 2013, following a net loss of $17.42 million for the year ended Sept. 30, 2012. As of June 30, 2014, the Company had $5.54 million in total assets, $24.56 million in total liabilities and a $19.02 million total stockholders' deficit. Bankruptcy Warning "Our operations may not generate sufficient cash to enable us to service our debt. If we were to fail to make any required payment under the Loan Agreement, notes and agreements governing our indebtedness or fail to comply with the covenants contained in the Loan Agreement, notes and agreements, we would be in default. A debt default could significantly diminish the market value and marketability of our common stock and could result in the acceleration of the payment obligations under all or a portion of our consolidated indebtedness, or a renegotiation of our Loan Agreement with more onerous terms and/or additional equity dilution. If the debt holders were to require immediate payment, we might not have sufficient assets to satisfy our obligations under the Loan Agreement, notes or our other indebtedness. It may also enable their lenders under the Loan Agreement to foreclose on the Company's assets and/or its ownership interests in its subsidiaries. In such event, we could be forced to seek protection under bankruptcy laws, which could have a material adverse effect on our existing contracts and our ability to procure new contracts as well as our ability to recruit and/or retain employees. Accordingly, a default could have a significant adverse effect on the market value and marketability of our common stock," the Company said in the annual report for the year ended Sept. 30, 2013. BRAFFITS CREEK: Secured Creditor Wins Confirmation of Plan ---------------------------------------------------------- Bankruptcy Judge Laurel E. Davis confirmed Plan of Reorganization for Braffits Creek Estates, LLC, as amended, modified or supplemented, filed by secured creditor Cohen Braffits Estates Development, LLC. The objection filed by Iron County has been resolved. There were no other objections to confirmation of the Plan. On Oct. 7, 2014, the Plan Proponent entered into an agreed order resolving objection to confirmation and prepetition claim of Iron County Treasurer. Iron County claims that, as of Sept. 3, 2014, it is owed $1,728,456 on account of prepetition property taxes, including penalties and interest, which claim is entitled to priority treatment under the Bankruptcy Code. The Parties negotiated a consensual compromise and settlement of all disputes concerning the Iron County Prepetition Claim and the Iron County objection to avoid the cost, uncertainty and delay of a protracted litigation. The stipulation provides that, among other things: 1. the Iron County Prepetition Claim will be amended, allowed and paid in accordance with these terms: a. CBED will receive a 50% discount on the $538,842 in accrued fees and penalties asserted as part of the Iron County Prepetition Claim. b. The Iron County Prepetition Claim will be amended and allowed in the reduced amount of $1,454,034. c. On the Effective Date of the Plan, CBED will prepay to Iron County a total of six months' worth of payments on account of the Amended Iron County Prepetition Claim, for a total initial payment of $242,339, and will continue to make prepayments every six months thereafter, commencing on March 15, 2015, until the Amended Iron County Prepetition Claim is satisfied in full. d. Interest will accrue on the Amended Iron County Prepetition Claim at a rate of seven percent per annum. e. CBED will have the exclusive option, at any time while the stipulation is in effect, to prepay the entire balance of the Amended Iron County Prepetition Claim, without penalty. 2. CBED agrees and stipulates that, should a breach by CBED of any agreement in the stipulation occur, including but not limited to a payment default, and if CBED fail to cure the breach within the time period specified in Iron County's written notice of default -- but in no event less than 30 days after receipt of the written notice of default from Iron County -- then Iron County may file with the Bankruptcy Court a declaration and proposed order lifting the automatic stay which may be entered without further notice or hearing. As reported in the Troubled Company Reporter on May 14, 2014, Cohen Braffits filed on April 25 a bankruptcy-exit plan and disclosure statement for the Debtor. Matthew L. Johnson, Esq., at Johnson & Gubler, P.C., in Las Vegas, Nevada, related that Cohen's plan provides for two classes of priority claims, one class of secured claims, one class of unsecured claims, and one class of equity security holders. Under the plan, Cohen will take ownership of 100% of the equity of reorganized Braffits. Class Description ----- ----------- Class 1 Administrative Claims and Priority Claims Class 2 Secured Tax Claims Class 3 Cohen Secured Claim Class 4 Allowed Unsecured Claims Class 5 Class of Equity Security Interest Holders Braffits owns 2,654 acres of partially developed land known as Braffits Creek Estates, located between Brian Head, Utah and in Cedar City, Utah, up Summit Canyon. Cohen has a first lien on Braffits Creek Estates. Cohen believes that this represents substantially all of Braffits' assets. The property secures a claim of $67 million held by Cohen. The property is also subject to a tax lien held by Iron County, Utah arising out of failure to pay prepetition property taxes. Iron County asserts $1,527,724 in prepetition property taxes, and another $432,223 in postpetition property taxes. Cohen, however, disputes the amount of the tax claims and will seek a determination by the United States Bankruptcy Court for the District of Nevada regarding the proper amount of that claim. Braffits had noted that the property is worth about $25 million but Cohen believes that the actual value is far lower. The property is subject to secured claims of Cohen and Iron County in excess of $68 million, leaving negative equity of over $40 million. Payments and distributions under the plan will be funded primarily by Cohen. Cohen believes that without its contribution, general unsecured creditors would receive no distribution on account of their allowed claims. Under Cohen's plan, Cohen's loan will be restructured and set at the fair market value of the property and the balance of its deficiency claim will be deemed unsecured. The plan proposes to pay Iron County the amount of its prepetition tax claim, as determined by the Court, over the course of three years and four months. The plan further proposes to pay Iron County the full amount of its allowed postpetition tax claim as soon as practicable after the later of the effective date and the Court's ruling regarding the allowed amount of that claim. The Court has previously entered an Order requiring postpetition taxes to be paid by September 10, 2014. Unsecured creditors will receive all of the avoidance actions, and other litigation, if any, held by Braffits, and $10,000 from Cohen to fund a liquidating trust. The plan also provides for the 100% payment of all administrative expenses, including fees payable to the Office of the United States Trustee and priority claims, upon the later of the effective date or a Court order allowing the claim. About Braffits Creek Estates Braffits Creek Estates LLC filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-19780) on Aug. 23, 2012. Bankruptcy Judge Bruce A. Markell presides over the case. David J. Winterton, & Assoc., Ltd., represents the Debtor in its restructuring effort. The Debtor disclosed $25,003,800 in assets and $33,959,140 in liabilities as of the Chapter 11 filing. CALMARE THERAPEUTICS: Incurs $1.2-Mil. Net Loss in Third Quarter ---------------------------------------------------------------- Calmare Therapeutics Incorporated filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.22 million on $400,000 of product sales for the three months ended Sept. 20, 2014, compared to a net loss of $602,209 on $290,042 of product sales for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $2.74 million on $937,080 of product sales compared to a net loss of $2.06 million on $426,142 of product sales for the same period last year. As of Sept. 30, 2014, the Company had $4.53 million in total assets, $11.79 million in total liabilities and a $7.25 million total shareholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/esUqhy 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. 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. 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. CASH STORE: Obtains Stay Extension & Additional DIP Financing ------------------------------------------------------------- The Cash Store Financial Services Inc. on Nov. 24 disclosed that it has obtained an order from the Ontario Superior Court of Justice (Commercial List) granting a stay extension under its current Companies' Creditors Arrangement Act proceedings to February 27, 2015. The Court also authorized the Company and its subsidiaries to enter into the Third Amending Agreement to the Amended and Restated Debtor-in-Possession Term Sheet pursuant to which an additional loan in the aggregate amount of $7 million will be available to the Company. The amounts made available under the Third Amended DIP Facility are required to provide urgent and necessary liquidity in order to continue going concern operations and continue the sale process in an effort to maximize value for stakeholders. On October 9, 2014 the Company announced that it had entered into a binding agreement to sell a portion of its business and assets to National Money Mart Company. The Agreement and the completion of the Transaction remain subject to Court approval in Canada, certain regulatory approvals and the satisfaction of certain closing conditions customary to transactions of this nature. The current expectation is that the transaction will be completed in early 2015, following Court and regulatory approval. The Court also approved the Eleventh Report of the Monitor, FTI Consulting Canada Inc., dated October 10, 2014. A copy of this report, as well as other orders of the Court, including details on the sales process, as well as other details regarding the Company's CCAA proceedings is available on the Monitor's website at http://cfcanada.fticonsulting.com/cashstorefinancial Cash Store Financial remains open for business and will continue to provide updates on its restructuring and the Cash Store Sale Process as matters advance. About Cash Store Financial Cash Store Financial and Instaloans primarily act as lenders to facilitate short-term advances and provide other financial services to income-earning consumers who may not be able to obtain them from traditional banks. Cash Store Financial also provides private-label debit cards. Cash Store Financial is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial reported a net loss and comprehensive loss of C$35.53 million for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.52 million for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$164.58 million in total assets, C$165.90 million in total liabilities and a C$1.32 million shareholders' deficit. CATALENT PHARMA: S&P Retains 'BB-' CCR Following $180MM Tack-On --------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Somerset, N.J.-based pharmaceutical industry service provider Catalent Pharma Solutions Inc., including its 'BB-' corporate credit rating and 'BB' senior secured issue-level rating, are not affected by the company's proposed issuance of a $180 million tack-on to its existing senior secured term loan. The recovery rating on this debt remains '2', reflecting S&P's expectation for substantial (70% to 90%) recovery in the event of payment default. The incremental debt issuance is being used to repay a small amount of unsecured debt, as well as to repay revolver borrowings incurred to fund two recent acquisitions. S&P's ratings on Catalent reflect S&P's expectation that the company will sustain leverage in the high-4x range and funds from operations to debt in at least the low-teens, consistent with an "aggressive" financial risk profile. While S&P do not expect to see further debt prepayment, it believes that leverage will decline modestly over time from EBITDA growth. The recent acquisitions of Micron Technologies and Redwood Bioscience are consistent with S&P's expectation that the company will use internally generated cash flow and debt capacity to make small tuck-in acquisitions. S&P's ratings on Catalent also reflect the company's narrow focus as a provider of services to the pharmaceutical industry as well as its capital intensity, its industry-leading position in the heavily regulated outsourced pharmaceutical manufacturing space, its diverse service offering, its well-diversified customer base, and long-term contractual agreements that support business stability. These factors support S&P's assessment of a "satisfactory" business risk profile. S&P's 'BB-' rating reflects a one-notch negative adjustment for its comparable ratings analysis. S&P made this adjustment because it believes leverage will remain at the weaker end of the aggressive category, and ongoing sponsor involvement adds a degree of uncertainty to financial policies on an ongoing basis. RATINGS LIST Ratings Unchanged Catalent Pharma Solutions Inc. Corporate Credit Rating BB-/Stable/-- Senior Secured BB Recovery Rating 2 CEETOP INC: Delays Form 10-Q for Third Quarter ---------------------------------------------- Ceetop 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 was not able to file the Form 10-Q within the prescribed time period because management has not completed the process of gathering and analyzing the financial information that will be included in that Report, according to a regulatory filing. About Ceetop Inc. Oregon-based Ceetop Inc., formerly known as China Ceetop.com, Inc., owned and operated the online retail platform before 2013. Due to excessive competition in online retail, the Company has transformed itself into an integrated supply chain services provider, and focuses on B to B supply chain management and related value-added services among enterprises. Ceetop reported a net loss of $2.88 million in 2013 following a net loss of $1.39 million in 2012. As of June 30, 2014, the Company had $2.50 million in total assets, $544,913 in total liabilities, all current, and $1.95 million in total stockholders' equity. Clement C. W. Chan & Co., in Hong Kong, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company incurred a net loss of $2,886,599 for the year ended December 31, 2013, has accumulated deficit of $8,605,635 at December 31, 2013. These matters are discussed in Note 2 to the consolidated financial statements that raises substantial doubt about the Company's ability to continue as a going concern. CHINA GINSENG: Reports $571,000 Net Loss for Third Quarter ---------------------------------------------------------- China Ginseng Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $571,193 on $5,242 of revenue for the three months ended Sept. 30, 2014, compared to a net loss of $255,882 on $62,393 of revenue for the same period in 2013. As of Sept. 30, 2014, the Company had $8.91 million in total assets, $14.82 million in total liabilities and a $5.91 million total stockholders' deficit. The Company said there are existing uncertain conditions it foresees relating to its ability to obtain working capital and operate successfully. Management's plans include the raising of capital through the debt and equity markets to fund future operations and the generation of revenue through its businesses. The Company added that failure to raise adequate capital and generate adequate sales revenue could result in the Company having to curtail or cease operations. "Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable the Company to develop business to a level at which it will generate profits and cash flow from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: http://is.gd/ykWw1c About China Ginseng Changchun City, China-based China Ginseng Holdings, Inc., conducts business through its four wholly-owned subsidiaries located in China. The Company has been granted 20-year land use rights to 3,705 acres of lands by the Chinese government for ginseng planting and it controls, through lease, approximately 750 acres of grape vineyards. However, recent harvests of grapes showed poor quality for wine production which indicates that the vineyards are no longer suitable for planting grapes for wine production. Therefore, the Company has decided not to renew its lease for the vineyards with the Chinese government upon expiration in 2013 and, going forward, it intends to purchase grapes from the open market in order to produce grape juice and wine. China Ginseng reported a net loss of $4.76 million on $2.61 million of revenue for the year ended June 30, 2014, compared to a net loss of $3.64 million on $3.56 million of revenue for the year ended June 30, 2013. Cowan, Gunteski & Co., P.A., in Tinton Falls, NJ, 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 incurred an accumulated deficit of $14,169,335 since inception, has a working capital deficit of $11,616,962, and there are existing uncertain conditions the Company faces relative to its ability to obtain working capital and operate successfully. These conditions raise substantial doubt about its ability to continue as a going concern. CLEAREDGE POWER: Wants to Hire KS & Co as Auditors -------------------------------------------------- ClearEdge Power, Inc. and its debtor-affiliates ask permission from the Hon. Charles Novack of the U.S. Bankruptcy Court for the Northern District of California to employ Kieckhafer, Schiffer & Company LLP as auditors. KS & Co. will audit the Debtors' 401(k) plan, including the related financial statements and the statement of changes and notes related thereto. The Debtors have agreed with KS & Co. that, subject to the Court's approval, the Debtors will pay to KS & Co., upon the completion of the Audit Services, a fixed fee in the amount of $15,000. In the event that KS & Co. may provide services which exceed the scope of the Audit Services, it will charge fees on an hourly basis for such services at the rates set forth below: Partner $225-$295 Director/Manager $190-$225 Senior Accountant $145-$190 Staff Accountant $95-$145 In the 90 days prior to the commencement of the Chapter 11 cases, the Debtors paid to KS & Co. amounts totaling $10,000 for audit services rendered by KS & Co. to the Debtors. Greg Fletcher, partner of KS & Co., 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. KS & Co. can be reached at: Gregory A. Fletcher KIECKHAFER, SCHIFFER & COMPANY LLP 111 SW Fifth Ave., Suite 1850 Portland, OR 97204 Tel: (503) 963-4718 E-mail: gfletcher@ksandco.com About ClearEdge Power Sunnyvale, California-based ClearEdge Power Inc. and two other affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose. Affiliates ClearEdge Power, LLC, and ClearEdge Power International Service, LLC, are based in South Windsor, Connecticut, where the manufacturing operations are located. Privately held ClearEdge designs, manufactures, sells and services distributed generation fuel cell systems for commercial, industrial, utility and residential applications. ClearEdge bought United Technologies Corp.'s UTC Power division in late 2012. ClearEdge sought bankruptcy protection just a week after shutting operations. John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as counsel to the Debtors. Insolvency Services Group, Inc., serves as noticing and claims agent. ClearEdge Power disclosed $31,271,670 in assets and $67,414,779 in liabilities as of the Chapter 11 filing. Power Inc. estimated $100 million to $500 million in both assets and debts. The petitions were signed by David B. Wright, chief executive officer. On May 22, 2014, the U.S. Trustee for Region 17 appointed five creditors to serve in the Committee. The Committee has hired Brown Rudnick as Counsel and Teneo Securities as financial advisors. CLEAREDGE POWER: Hires BDO as Accountants ----------------------------------------- ClearEdge Power, Inc. and its debtor-affiliates ask for permission from the Hon. Charles Novack of the U.S. Bankruptcy Court for the Northern District of California to employ BDO USA, LLP as accountants. The Debtors require BDO to: (a) prepare and file the Debtors' U.S. federal income tax returns and certain state income and franchise tax returns for the Debtors 2013 and 2014 fiscal years (the "Tax Preparation Services"), and prepare related schedules as necessary; (b) in connection with the preparation of the Debtors' FY2013 tax return, perform an analysis of the bargain purchase calculation with respect to the acquisition of UTC Power, Inc. and impact to the FY2013 tax return (the "Purchase Calculation Analysis" and, together with the Tax Preparation Services, the "Current Services"); and (c) provide routine additional tax advice and assistance concerning issues as requested by the Debtors, which projects, if any, shall be set forth in a separate addendum to the Agreement. The Debtors have agreed with BDO that, subject to the Court's approval, the Debtors will pay to BDO, upon the completion and filing of the respective tax returns for each fiscal year, a fixed fee for the Current Services comprised of: -- a $62,400 base fee ($31,200 for each fiscal year); -- the amounts incurred for preparation of the Purchase Calculation Analysis, charged at BDO's standard hourly rates set forth below, but not to exceed $20,000; and -- reimbursement of reasonable expenses actually incurred, charged in compliance with the Guidelines for Compensation and Expense Reimbursement of Professionals And Trustees promulgated by the Northern District of California Bankruptcy Courts (the "Guidelines"). In addition, BDO will charge $1,500 and $1,000, respectively, for each additional federal or state returns required by the Debtors, if any, which are not listed in the Agreement. For any fees and expenses incurred by BDO which are not Current Services (the "Additional Services"), including providing additional tax advice concerning issues as requested by the Debtors, preparing schedules and calculations required to support the information disclosed in the tax returns, responding to notices or inquiries from taxing authorities and performing research related to non-recurring transactions such fees on an hourly basis, BDO shall charge any such fees on an hourly basis. The current hourly rates of the employees of BDO are: Partner $630 Senior Director $550 Senior Manager $475 Manager $375 Senior Associate $260 Staff $200 David Zhang, partner of BDO, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. BDO can be reached at: BDO USA, LLP 1888 Century Park East, 4th Floor Los Angeles, CA 90067 Tel: (310) 557-0300 Fax: (310) 557-1777 About ClearEdge Power Sunnyvale, California-based ClearEdge Power Inc. and two other affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose. Affiliates ClearEdge Power, LLC, and ClearEdge Power International Service, LLC, are based in South Windsor, Connecticut, where the manufacturing operations are located. Privately held ClearEdge designs, manufactures, sells and services distributed generation fuel cell systems for commercial, industrial, utility and residential applications. ClearEdge bought United Technologies Corp.'s UTC Power division in late 2012. ClearEdge sought bankruptcy protection just a week after shutting operations. John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as counsel to the Debtors. Insolvency Services Group, Inc., serves as noticing and claims agent. ClearEdge Power disclosed $31,271,670 in assets and $67,414,779 in liabilities as of the Chapter 11 filing. Power Inc. estimated $100 million to $500 million in both assets and debts. The petitions were signed by David B. Wright, chief executive officer. On May 22, 2014, the U.S. Trustee for Region 17 appointed five creditors to serve in the Committee. The Committee has hired Brown Rudnick as Counsel and Teneo Securities as financial advisors. CRAIGHEAD COUNTY FAIR: Court Approves Brent Stidman as Accountant ----------------------------------------------------------------- Craighead County Fair Association sought and obtained permission from the Hon. Audrey R. Evans of the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Brent Stidman of Jones & Company, Ltd. as accountant for the estate, to be paid as an administrative expense. The Debtor requests that Brent Stidman, CPA, be given the authority to act for and on behalf of the Debtor and the estate to represent it before any taxing authority, including the Internal Revenue Service and the Arkansas Department of Finance & Administration, to make written or oral presentations of fact or argument to the taxing authorities, to receive and examine the Debtor's income tax returns, both pre-petition and post-petition, to sign any agreements, consents or other documents, and to do any and all acts that the Debtor is by law, regulation, or rule allowed to do with respect to any tax matter which may arise during the administration of this estate, but not including the power to receive any tax refund checks or to sign returns. Jones & Company will be paid at these hourly rates: Brent Stidman $210 Accounting Manager $152 Accounting Senior $110 Staff $79 Jones & Company will also be reimbursed for reasonable out-of- pocket expenses incurred. The Debtor believed 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. Jones & Company can be reached at: Brent Stidman JONES & COMPANY, LTD. 501 Southwest Drive Jonesboro, AR 72401 Tel: (870) 935-2871 Fax: (870) 935-6374 About Craighead County Fair Craighead County Fair Association filed a bare-bones Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 14-15490) in Jonesboro, Arkansas, on Oct. 13, 2014. The Debtor, which is doing business as the Northeast Arkansas District Fair, estimated $10 million to $50 million in assets and debt. The case is assigned to Judge Audrey R. Evans. CREATIVE ARTISTS: Moody's Assigns B2 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned Creative Artists Agency, LLC (CAA) a B2 corporate family rating and assigned a B2 rating to the proposed $610 million first lien credit facility consisting of a $100 million five year revolver and a $510 million seven year term loan B. The outlook is stable. As part of the transaction, CAA has agreed to sell an additional ownership stake to TPG that will increase TPG's ownership stake to 52% from 35%. The debt proceeds, including a $37 million revolver draw at closing, and $75 million of new equity from TPG will be used to fund a $400 million payment to members, repay existing debt, and pay fees related to the transaction. The distribution to the members is to fund a distribution to key members and retire CAA member exit benefits. Approximately 25% of the proceeds will be held to fund future vesting by its members. TPG will commit an additional $150 million of additional stand-by equity if attractive acquisition candidates are found which would increase its ownership stake to approximately 60%. Issuer: Creative Artists Agency, LLC Corporate Family Rating, assigned a B2 Probability of Default Rating, assigned a B3-PD $100 million five year revolving credit facility, assigned a B2 (LGD3) $510 million seven year first lien term loan, assigned a B2 (LGD3) Outlook, stable Ratings Rationale CAA's B2 CFR reflects the company's global business model with leading talent representation positions in motion pictures, television, music, and sports. The company's influential position in Hollywood, good management, and strong growth in sports representation has lead to revenue and EBITDA growth which Moody anticipate will continue in 2015. The company also benefits from contractual revenues from TV packages, motion picture profit agreements, and sports contracts that provide some visibility to future results. The company's sports representation business is expected to continue to benefit from increasing compensation in sports driven by strong demand for sports media rights. CAA's leverage is approximately 5.9x (including Moody's standard adjustments) which include member distributions as expenses. The rating is constrained by the high level of distributions to its members, although Moody anticipate that cash compensation will be limited to the lesser of 63% of gross revenue or 83.5% of net revenue less non-compensation operating expense. The dividend payment is also expected to be phased out over the next two years. The high compensation expense (including member distributions) limits free cash flow available for debt repayment or new acquisitions. The rating also includes CAA's dependence on its employee base to drive revenue and the lack of tangible asset value. Moody anticipate that CAA will continue to look for potential acquisitions that include both large transaction that would further diversify its business model and small acquisitions to enhance existing businesses. Future acquisitions could potentially be funded with additional debt or equity. Moody also expect the company to consider going public through an IPO in future periods. Moody's anticipates that liquidity will be adequate going forward driven by free cash flow after dividends of over $20 million and a $100 million revolver with $37 million drawn at closing. Moody anticipate the revolver will be subject to a springing senior secured first lien net leverage covenant and the first lien term loan will be covenant lite. The company is also anticipated to have the ability to issue $100 million of additional incremental facilities plus an unlimited amount subject to a 4.5x senior secured first lien net leverage test. The outlook is stable and reflects Moody's expectation for revenue growth in the mid-single digits and EBITDA to increase in the low double digits that will lead leverage to decline to approximately 5x by the end of the company's fiscal year 2015 (September 2015) absent any debt funded transactions. The rating could be upgraded if leverage declined to the low 4x range on a sustained basis including Moody's standard adjustments with positive organic revenue and EBITDA growth and a good liquidity profile. The ratings could be downgraded if leverage increased above 6.5x on a sustained basis due to declines in operating performance or debt funded transactions. A decline in its liquidity position could also lead to negative rating action. Creative Artists Agency, LLC (CAA) is a global talent representation agency with leading positions in motion pictures, television, music, and sports and include packaging rights in television, motion picture profit agreements, commercial endorsements, and other business services. Pro-forma for the transaction, TPG is expected to own 52% of the company. Revenue for the LTM ending June 2014 was $613 million. 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. CREATIVE ARTISTS: S&P Assigns B+ CCR & Rates $610MM Sec. Debt BB- ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' corporate credit rating to Los Angeles-based Creative Artists Agency LLC. The outlook is stable. At the same time, S&P assigned its 'BB-' issue-level rating and '2' recovery rating to CAA's proposed $610 million senior secured credit facility, consisting of a $100 million revolver due 2019 and a $510 million term loan due 2021,. The '2' recovery rating reflects S&P's expectation of substantial (70% to 90%) recovery prospects for lenders in the event of a payment default. "The 'B+' corporate credit rating on CAA reflects our assessment of the company's financial risk profile as 'highly leveraged' and our assessment of the company's business risk profile as 'fair' according to our criteria," said Standard & Poor's credit analyst Chris Valentine. S&P has placed particular emphasis on CAA's higher EBITDA margin than direct competitor William Morris Endeavor (WME), as well as the cash flow stability and relative predictability of the business. S&P's comparison analysis has a one-notch positive effect on the rating. The stable outlook reflects S&P's expectation that positive operating trends at CAA will contribute to EBITDA growth and modest leverage improvement over the next 12-18 months. The stable outlook also reflects S&P's expectation that management and private equity owners will pursue an acquisitive growth strategy over the next several years but that leverage will not rise above the 5.5x threshold S&P has set for the 'B+' rating on CAA. S&P views an intermediate term upgrade and downgrade as equally likely. S&P could lower the rating in the event of significant underperformance compared with operating expectations. A more likely downgrade scenario would be if the company was to pursue significant debt-financed acquisitions in a manner that causes total adjusted debt to EBITDA to remain above 5.5x on a sustained basis. S&P could raise the rating one notch if it become convinced that management and owners will adopt a more conservative financial policy and commit to maintain adjusted debt to EBITDA below 5x. S&P currently views this as unlikely given the potential for a debt-financed acquisition and/or special dividend. CTI BIOPHARMA: To Issue $200 Million Worth of Securities -------------------------------------------------------- CTI Biopharma filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to the sale of securities in one or more offerings, up to an aggregate offering price of $200,000,000, in amounts, at prices and on terms to be determined at the time of each offering thereof. The Company separtely filed a Form S-3 prospectus relating to the resale of up to an aggregate of 9,000,000 shares of its common stock that were issued upon conversion of certain shares of preferred stock held by Chroma Therapeutics Limited. The shares of preferred stock were originally issued by the Company in October 2014 in connection with the execution of an asset purchase agreement between CTI BioPharma Corp. and Chroma Therapeutics Limited. The Company's common stock is quoted on The NASDAQ Capital Market and on the Mercato Telematico Azionario, or the MTA, stock market in Italy under the symbol "CTIC." On Nov. 20, 2014, the last reported sale price of the Company's common stock on The NASDAQ Capital Market was $2.17 per share. About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. Cell Therapeutics reported a net loss attributable to common shareholders of $49.64 million in 2013, a net loss attributable to common shareholders of $115.27 million in 2012 and a net loss attributable to common shareholders of $121.07 million in 2011. "We believe that our present financial resources (including the $17.8 million we received in October 2014 under the Servier Agreement), together with additional milestone payments projected to be received under certain of our contractual agreements, our ability to control costs and expected net contribution from commercial operations in connection with PIXUVRI, will only be sufficient to fund our operations into the third quarter of 2015. This raises substantial doubt about our ability to continue as a going concern," the Company disclosed in its quarterly report on Form 10-Q for the period ended Sept. 30, 2014. CUMBERLAND CONSTRUCTION: Doe Run Elementary School Evacuated ------------------------------------------------------------ LancasterOnline reports that Manheim Central's Doe Run Elementary School in Pennsylvania was evacuated on Oct. 17, 2014, after an inspection by structural engineer Larry Baker revealed cracks in window piers, corridor walls and classroom partition walls. The report says that the general contractor on the project was Harrisburg-based Cumberland Construction, which filed for bankruptcy under Chapter 11 as the Doe Run construction project was nearing completion. According to LancasterOnline, the project was built in 1992 for $8.8 million. LancasterOnline relates that the district sought a second opinion on the school's structural integrity, and the second review got similar results. LancasterOnline quoted district Solicitor Carl Beard as saying, "They concurred that the building was not built up to standards to withstand a major storm, like a severe winter storm, or a seismic event." Foreman Architects CEO Phillip Foreman, according to LancasterOnline, said that he would call the district "and find out what we can do to help." DENDREON CORP: Employs Skadden Arps as Bankruptcy Counsel --------------------------------------------------------- Dendreon Corporation, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Skadden, Arps, Slate, Meagher & Flom LLP as their bankruptcy counsel. Skadden will render various services to the Debtors, including, among others, the following: (a) advising the Debtors with respect to their powers and duties as debtors and debtors in possession in the continued management and operation of their businesses and properties; (b) attending meetings and negotiating with representatives of creditors and other parties in interest, and advising and consulting on the conduct of the cases, including all of the legal and administrative requirements of operating in Chapter 11; (c) taking all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors' estates, negotiations concerning litigation in which the Debtors may be involved and objections to claims filed against the Debtors' estates; (d) preparing on behalf of the Debtors all motions, applications, answers, orders, reports and papers necessary to the administration of the estates; (e) advising the Debtors in connection with any sales of assets; (f) preparing and negotiating on the Debtors' behalf plan(s) of reorganization, disclosure statement(s) and all related agreements and/or documents, and taking any necessary action on behalf of the Debtors to obtain confirmation of those plan(s); (g) appearing before the Court, any appellate courts, and the U.S. Trustee and protecting the interests of the Debtors' estates before those courts and the U.S. Trustee; and (h) performing all other necessary legal services and providing all other necessary legal advice to the Debtors in connection with the Chapter 11 Cases. For 2014, the hourly rates under the firm's standard rate structure range from $860 to $1,275 for partners, $850 to $975 for counsel, $370 to $830 for associates and $195 to $340 for legal assistants. These hourly rates will increase on Jan. 1, 2015, and the hourly rates under the firm's standard rate structure for 2015 will range from $895 to $1,350 for partners, $885 to $995 for counsel, $380 to $870 for associates and $200 to $350 for legal assistants. Skadden received an initial retainer of $1,250,000. Skadden had $863,827 remaining in the Retainer as of the Petition Date. Within the one-year period preceding the Petition Date, the total aggregate amount of fees earned and expenses incurred by Skadden on behalf of the Debtors was $5,502,044, and during the same period, the Debtors paid Skadden an aggregate of $6,365,871 for those matters, including payment of the Retainer. Skadden has charged and will continue to charge the Debtors for all other services provided and for other charges and disbursements incurred in the rendition of those services. Kenneth S. Ziman, Esq., a member of Skadden, assures the Court that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Ziman discloses that current and former officers and directors of the Debtors serve or have served on the boards of directors of, or are employed or have been employed by, certain current and former clients of Skadden. Skadden represents or has represented each of these clients in matters unrelated to the Debtors: Amgen Inc.; Avanir Pharmaceuticals; BioMarin Pharmaceuticals, Inc.; Cempra, Inc.; Delcath Systems, Inc.; Eli Lilly and Company; EMCOR Group, Inc.; Genta Incorporated; Hospira Inc.; Human Genome Sciences, Inc.; IntegraMed America, Inc.; NPS Pharmaceuticals, Inc.; OraSure Technologies, Inc.; Pharmaceutical Research and Manufacturers of America; Portola Pharmaceuticals, Inc.; Rx Mosaic Health LLC; Savient Pharmaceuticals; Shire plc; Tranzyme Pharma; Warburg Pincus LLC; and Wright Medical Group, Inc. In response to the questions under section D(1) of the Revised U.S. Trustee Guidelines, Skadden says, among other things, that it did not agree to any variations from, or alternatives to, its standard or customary billing arrangement for its engagement with the Debtors and none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case. Skadden Arps may be reached at: Anthony W. Clark, Esq. Sarah E. Pierce, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899-0636 Tel: (302) 651-3000 Fax: (302) 651-3001 E-mail: anthony.clark@skadden.com sarah.pierce@skadden.com -- and -- Kenneth S. Ziman, Esq. Raquelle L. Kaye, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, NY 10036-6522 Tel: (212) 735-3000 Fax: (212) 735-2000 E-mail: ken.ziman@skadden.com raquelle.kaye@skadden.com -- and -- Felicia Gerber Perlman, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 N. Wacker Drive Chicago, IL 60606-1720 Tel: (312) 407-0700 Fax: (312) 407-0411 E-mail: felicia.perlman@skadden.com A hearing on the employment application will be held on Dec. 9, 2014, at 3:30 p.m. (Eastern). Objections are due Dec. 2. 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. DENDREON CORP: Proposes to Employ Lazard as Investment Banker ------------------------------------------------------------- Dendreon Corporation, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Lazard Freres & Co. LLC as investment banker. Lazard has agreed to provide the following services as: * review and analyze the Debtor's business, operations and financial projections; * evaluate the Debtor's potential debt capacity in light of its projected cash flows; * assist in the determination of a capital structure for the Debtors; * assist in the determination of a range of values for the Debtors on a going concern basis; * advise the Debtors on tactics and strategies for negotiating with the Stakeholders; * render financial advice to the Debtors and participate in meetings or negotiations with the Stakeholders and/or rating agencies or other appropriate parties in connection with any Restructuring; * advise the Debtors on the timing, nature, and terms of new securities, other consideration or other inducements to be offered pursuant to any Restructuring; * assist the Debtors in preparing documentation within Lazard's area of expertise that is required in connection with any Restructuring; * assist the Debtors in identifying and evaluating candidates for any potential Sale Transaction, advise the Debtors in connection with negotiations and aid in the consummation of any Sale Transaction; * advise and assist the Debtors in evaluating any potential debtor-in-possession or exit financing in connection with a case under the Bankruptcy Code, contact potential sources for financing, and assist the Debtors in implementing that financing; * advise the Debtors with respect to, and attend, meetings of the Debtors' Board of Directors, as necessary; * if requested by the Debtors, participate in hearings before the Bankruptcy Court and provide relevant testimony with respect to the matters described herein; and * render other financial advisory and investment banking services as may be agreed upon by Lazard and the Debtors. The Debtors have agreed to pay Lazard $150,000 per month; a fee, payable upon consummation of any Restructuring, equal to 1.00% of any Existing Obligations involved in the Restructuring; and, if the Debtors consummate a Sale Transaction for which Lazard has provided services, an amount to be mutually agreed in good faith and consistent with the compensation customarily received by investment bankers of similar standing in similar situations. To the extent that expenses exceed $50,000, the Debtors will reimburse Lazard for its reasonable expenses incurred in connection with the performance of its engagement. The Debtors have paid a total of $1,200,000 to Lazard for services performed prior to the Petition Date. Brandon Aebersold, a Managing Director of the firm Lazard Freres & Co. LLC, in New York, assures the Court that it 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. A hearing on the employment application will be held on Dec. 9, 2014, at 3:30 p.m. (Eastern). Objections are due Dec. 2. 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. DENDREON CORP: Can Employ Prime Clerk as Claims Agent ----------------------------------------------------- Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware authorized Dendreon Corporation, et al., to employ Prime Clerk as claims and noticing agent to, among other things, assume full responsibility for the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtors' chapter 11 cases. For its claims and noticing services, Prime Clerk will charge the Debtors at these hourly rates: Hourly Rate ----------- Analyst $45 Technology Consultant $125 Consultant $140 Senior Consultant $170 Director $195 For the firm's solicitation, balloting and tabulation services, the rates are: Hourly Rate ----------- Solicitation Consultant $195 Director of Solicitation $210 The firm will charge $0.10 per page for printing, $0.10 per page for fax noticing, and no charge for e-mail noticing. The case Web site hosting and setup and the on-line claim filing services are free of charge. For data administration and management, the firm will charge $0.10 per record per month for data storage, maintenance and security. Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $40,000. 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. DENDREON CORP: Has Authority to Pay $3-Mil. to Critical Vendors --------------------------------------------------------------- Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware authorized Dendreon Corporation, et al., to make payments toward prepetition critical vendor claims in amounts not to exceed $3 million in the aggregate. If a critical vendor refuses to supply goods and/or services to the Debtors on customary trade terms following receipt of any payment on account of its critical vendor claim or fails to comply with any trade agreement entered into between the critical vendor and the Debtors, then the Debtors may declare the trade agreement immediately terminated and any payments made to the critical vendor on account of its critical vendor claim to have been in payment of then outstanding postpetition obligations owed to the critical vendor. 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. DENDREON CORP: Court Issues Joint Administration Order ------------------------------------------------------ Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware issued an order directing the joint administration of the Chapter 11 cases of Dendreon Corporation and its debtor affiliates under Lead Case No. 14-12515. 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. DIAMOND US HOLDINGS: Moody's Assigns B1 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service announced first time ratings for Diamond US Holdings LLC ("Dealogic"). The Corporate Family rating is B1, the Probability of Default rating is B1-PD and the proposed senior secured 1st lien term loan and revolver are rated B1. The ratings outlook is stable. The proceeds of the new term loan will be used together with new equity provided by affiliates of financial sponsor The Carlyle Group and others to purchase the equity of Dealogic, refinance existing indebtedness and pay transaction related fees and expenses. Actions: Issuer: Diamond US Holdings LLC Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD Senior Secured 1st lien Term Loan, Assigned B1 (LGD3) Senior Secured 1st lien Revolver, Assigned B1 (LGD3) Outlook, At Stable Ratings Rationale The B1 CFR reflects Moody's expectations for debt to EBITDA to decline toward 5 times in the next 12 to 18 months. Dealogic's revenue size, which Moody's expects to be about $160 million in 2015, is small and its business scope is narrow. Dealogic's subscription revenue stream for its databases and tools, and its long term, albeit concentrated, customers, provide high barriers to potential competitors. There is substantial customer concentration with Moody's anticipating more than 50% of subscription revenues coming from the top 15 investment banks in 2015. However, subscription revenues recur at a high 90%s rate, driven by the mission-critical nature of the data and integration of related tools to the banker's other information systems. Existing and potential competitors, especially in its institutional client management segment, or a decline in investment banking activity, could weigh on revenue growth. Liquidity from free cash flow of at least $30 million and the unused and a fully available $50 million revolver is considered good. All financial metrics reflect Moody's standard adjustments. The stable ratings outlook reflects expectations for revenue growth of 3% to 5% and steady low 40s% EBITA margins to drive higher EBITDA and debt to EBITDA toward 5 times. Moody's expects free cash flow may be invested in the business or used for acquisitions rather than debt reduction. A loss of customers, decline in retention rates or a more challenging pricing or competitive environment could lead Moody's to downgrade the ratings. If Moody's expects debt to EBITDA to remain above 5.5 times or free cash flow to debt of about 5%, the ratings could be lowered. If financial policies evolve such that Dealogic increases leverage to make acquisitions or fund cash shareholder returns, the ratings could be lowered by more than one notch. Given the highly concentrated customer base, risk of potential competition from its customers or other much larger competitors and limited size of its addressable market, an upgrade is not likely. Should Dealogic's business scope, revenue scale and customer diversity all be expanded while Moody's comes to expect debt to EBITDA of about 4.5 times and free cash flow to debt over 12%, the ratings could be raised. The principal methodology used in this rating was Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Dealogic provides transaction data and analytics and customer relationship management software and services to the investment banking industry. DISTRIBUTION INT'L: S&P Raises CCR to 'B'; Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Houston-based Distribution International Inc. to 'B' from 'B-'. The rating outlook is stable. At the same time, Standard & Poor's assigned its 'B' issue-level rating (same as the corporate credit rating) to the company's proposed $215 million first-lien term loan due 2021 and its 'CCC+' issue-level rating to the company's $113 million second-lien term loan due 2022. The recovery rating on the first-lien loan is '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The recovery rating on the second-lien loan is '6', indicating S&P's expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. The company also has an $80 million asset-based lending (ABL) facility due 2019, which S&P do not rate. S&P is raising the corporate credit rating on Distribution International Inc. to 'B' from 'B-' due to a combination of recent successful acquisitions and integrations; increased size and market share; and a sustained, above average level of profitability for a distributor. The rating reflects revision of the company's business risk profile to "fair" from "weak" and represents what S&P considers to be the combination of its "fair" business risk profile and "highly leveraged" financial risk profile. S&P's view of the company's "fair" business risk profile is due to its small--albeit growing--size, increasing national footprint, integration risk related to its acquisition strategy, and concentrated cyclical end markets. "The stable rating outlook reflects our expectation of large committed capital projects by Distribution International's customers and improved operating performance in 2015," said Standard & Poor's credit analyst Pablo Garces. "We expect the company's leverage to improve from its current level above 6x to approximately 5.5x, while maintaining adequate liquidity based on committed revolving borrowing capacity and minimal capital spending." S&P could lower the rating if Distribution International experiences weaker-than-expected end-market demand resulting in deteriorating financial performance and adversely affecting S&P's liquidity assessment. The latter could occur if availability on the ABL declines to below $6 million, triggering the fixed-charge covenant requirement. S&P could raise the rating if industry fundamentals continue to improve resulting in better operating performance such that leverage declines below 5x and FFO to debt increases above 12% and is sustained at these levels. S&P would also need to gain confidence that the company's owners were committed to financial policies supportive of this financial profile, as consistent with S&P's criteria for companies owned by financial sponsors. S&P could also raise its rating in the longer term if acquisitions cause a material change in the business such that the company is significantly larger with more geographic diversity. DUNE ENERGY: Tender Offer Expiration Further Extended to Dec. 22 ---------------------------------------------------------------- In connection with the previously announced Agreement and Plan of Merger, dated Sept. 17, 2014, between Dune Energy, Inc., Eos Petro, Inc., and Eos Merger Sub, Inc., Eos announced that, pursuant to an amendment to the Merger Agreement, the parties have agreed to extend the expiration of the tender offer to acquire all of the outstanding shares of common stock of Dune at a price of $0.30 per share in cash without interest and less any applicable withholding taxes, to Dec. 22, 2014, at 12:00 Midnight, New York City time to allow Purchaser to complete financing in order to fund the tender offer and merger. Eos has obtained conditional equity financing commitments for $75 million out of a total $100 million in equity it desires to raise for the transaction; however, its senior debt financing commitment letter in place at the signing of the Merger Agreement was terminated by the potential lender. Eos is diligently working to obtain financing from alternative sources. The tender offer was previously scheduled to expire on Nov. 20, 2014, at 12:00 Midnight, New York City time. In addition, the Merger Agreement was further amended to permit Dune to solicit potential "Acquisition Proposals" from other third parties during the term of the Merger Agreement. All other terms and conditions of the Merger Agreement remain unchanged. The depositary for the tender offer has advised that, as of the close of business on Nov. 20, 2014, a total of approximately 73,128,848 shares or 99.01629% of outstanding shares had been validly tendered and not properly withdrawn pursuant to the tender offer, which is sufficient to satisfy the minimum tender condition contemplated by the Merger Agreement. About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. Dune Energy reported a net loss of $46.98 million in 2013, a net loss of $7.85 million in 2012 and a net loss of $60.41 million in 2011. As of June 30, 2014, the Company had $231.47 million in total assets, $143.03 million in total liabilities and $88.43 million in total stockholders' equity. Going Concern "We monitor our financial progress very carefully and attempt to adjust our available projects in order to meet all of the covenants of the Credit Agreement. Notwithstanding these efforts, our future revolver availability is also driven by the amount of Notes outstanding, as they are part of the EBITDAX covenant calculation used to determine our borrowing limit under the revolver. As a result of the PIK feature contained in the Notes, the amount outstanding has increased over time and, therefore, continues to put pressure on the EBITDAX covenant and limit borrowing availability. As we are no longer in compliance with the financial covenant of the Credit Agreement, additional borrowings may not permitted, and the outstanding revolver loans may become due and payable upon notice to us by the Bank of Montreal. Absent relief from the Credit Agreement Lenders, the restructuring of a material portion of the Notes or the emergence of a new lender, our ability to meet our obligations in due course is threatened. Management is currently in discussions with all parties and seeking new credit providers or other strategic alternatives in an effort to resolve this liquidity stalemate. "These and other factors raise substantial doubt about our ability to continue as a going concern for the next twelve months," the Company stated in the Form 10-Q Report for the period ended June 30, 2014. EDUCATION MANAGEMENT: Terminates Registration of Securities ----------------------------------------------------------- Education Management Corporation filed a Form 15 with the U.S. Securities and Exchange Commission to terminate the registration of these securities: * Common Stock, par value $0.01 per share * Preferred Stock, par value $0.01 per share * Deferred Compensation Obligations * Depositary Shares * Warrants * Purchase Contracts * Units * Senior Cash Pay/PIK Notes due 2018 * 8 3?4% Senior Notes due 2014 * 10 1?4% Senior Subordinated Notes due 2016 * Guarantees of Senior Cash Pay/PIK Notes due 2018 * Guarantees of 8 3?4% Senior Notes due 2014 * Guarantees of 10 1?4% Senior Subordinated Notes due 2016 * Debt Securities * Debt Guarantees As a result of the Form 15 filing, the Company is not anymore obligated to filed periodic reports with the SEC. About Education Management Education Management LLC, an indirect subsidiary of Education Management Corporation based in Pittsburgh, Pennsylvania, is one of the largest providers of private post-secondary education in North America. The company's education systems (The Art Institutes, Argosy University, Brown Mackie Colleges and South University) offer associate through doctorate degrees with approximately 120,000 students. The company reported revenues of approximately $2.4 billion for the twelve months ended March 31, 2014. * * * As reported by the TCR on Nov. 19, 2014, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Pittsburgh-based for-profit post-secondary school operator Education Management LLC (EDMC) to 'D' from 'CC'. The rating actions follow the amendment to the company's credit facilities that waived all financial covenants and substituted the originally agreed upon cash interest and principal payments for a payment-in- kind (PIK structure). Moody's Investors Service has lowered the ratings of for-profit post-secondary education company Education Management LLC, including the Corporate Family Rating ("CFR") to Caa3 from Caa1, and changed the outlook to negative from stable, the TCR reported on May 6, 2014. The ratings were downgraded in consideration of a financial restructuring program that the company intends to undertake, which Moody's believes could entail a distressed exchange for debt. E.H. MITCHELL: Reginald J. Laurent Balks at Confirmation of Plan ---------------------------------------------------------------- Party-in-interest Reginald J. Laurent, objected the Reorganization Plan of the E. H. Mitchell & Company, L.L.C., stating that, among other things, the Plan does not meet the requirements of Chapter 11 of the Bankruptcy Code and must not be confirmed. Mr. Laurent noted that the Plan's classification scheme does not conform to the statute, as the Plan separately classifies claims based on unexplained or invalid business and legal reasons, particularly Classes 2 (Ezkovich, Rickert, and CMC) and Class 4 (Laurent). Mr. Laurent says the Plan's classification scheme is irrationally based because it is based on the respective legal rights of each holder of a claim against or Mitchell Interest in the applicable Debtor's estate and the proposed classifications were proposed to create a consenting impaired class or to manipulate class voting. As reported in the Troubled Company Reporter on Sept. 23, 2014, the Debtor received the go signal from the bankruptcy court to solicit votes for the plan. The Chapter 11 Plan proposes 100% payment to all creditors. The Debtor proposed to fund the plan obligations from business income and the sale of some or all of its immoveable properties. Payments will be made to Unsecured Creditors periodically until paid in full or paid in advance based on unanticipated excess revenues or the sale of properties. A copy of the Third Amended Disclosure Statement is available for free at http://bankrupt.com/misc/EHMITCHELL_172_3ds.pdf About E. H. Mitchell & Company LLC E. H. Mitchell & Company LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 13-12786) on Oct. 8, 2013. 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. ENERGY FUTURE: Coercive Tender Offers to Get Scrutiny in 2015 ------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. District Judge Richard G. Andrews in Delaware scheduled a hearing for Jan. 4 to hear arguments in the case of Energy Futures Holdings Corp. on whether coercive tender offers is possible outside of bankruptcy. According to the report, Delaware Trust Co., as indenture trustee for holders of 10% first-lien notes, appealed a bankruptcy court's approval of a settlement with holders of two issues of first-lien notes issued by Energy Future Intermediate Holding, the unit that owns 80 percent of its regulated Oncor powerline business, saying the settlement was a coercive tender offer that wouldn?t pass muster outside of bankruptcy and shouldn?t have been allowed in bankruptcy either. In its appeal, the indenture trustee said that if Judge Andrews determines the bankruptcy judge was wrong, the district court can require a plan of reorganization to include a sweetened settlement offering more compensation for the loss of a make-whole premium. The appeal is Delaware Trust Co. v. Energy Future Holdings Corp. (In re Energy Future Holdings Corp.), 14-cv-00723, U.S. District Court, District of Delaware (Wilmington). 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. EFT HOLDINGS: Delays Form 10-Q for Third Quarter ------------------------------------------------ EFT Holdings, 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 the compilation, dissemination and review of the information required to be presented in the Quarterly Report for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the Company. EFT Holdings, Inc., is an Industry, California-based company whose products are sold directly to customers through its Web site. The Company sells 27 nutritional products, consisting of oral sprays, personal care products, a house cleaner, and a portable drinking container. The Company's balance sheet at June 30, 2014, showed $9.78 million in total assets, $18.44 million in total liabilities, and a stockholders' deficit of $8.66 million. "The Company has negative working capital of $10,315,263 and an accumulated deficit of $55,497,821 as of June 30, 2014 and has reported net losses for the past two fiscal years. The Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital from external sources in order to continue the long-term efforts contemplated under its business plan. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern," according to the Form 10-Q for the period ended June 30, 2014. ERF WIRELESS: Issues 2.1 Million Common Shares ---------------------------------------------- ERF Wireless, Inc., issued 2,135,000 common stock shares pursuant to existing Convertible Promissory Notes from Nov. 8, 2014, through Nov. 14, 2014. The Company receives no additional compensation at the time of the conversions beyond that previously received at the time the Convertible Promissory Notes were originally issued. The Shares were issued at an average of $0.012 per share. The issuance of the Shares constitutes 6.8% of the Company's issued and outstanding shares based on 31,085,832 shares issued and outstanding as of Nov. 7, 2014. 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. FALCON STEEL: Gets Extended Exclusivity to File Plan Thru Jan. 16 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas extended Falcon Steel Company and New Falcon Steel, LLC's exclusive plan filing period through and including Jan. 16, 2015. The Debtors' exclusive solicitation period for that plan is also extended through and including March 18, 2015. This is the third extension of the Debtors' exclusive periods. About Falcon Steel Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on June 29, 2014. Falcon Steel claims to be the only American-owned company that builds steel lattice towers for high electrical transmission lines. Falcon Steel was formed in 1963 and has operated continuously since that time as a manufacturer engaged in fabricating and galvanizing structural steel for customers in the United States. New Falcon, a subsidiary, suspended operations in June 2013 and is being held for sale. Falcon has three manufacturing plants in the DFW area in Texas, with one facility in Haltom City, another in Euless, and the third facility in Kaufman, Texas. The company's corporate headquarters is located at its Haltom City plant. It currently employs approximately 255 employees. Bankruptcy Judge D. Michael Lynn, in an amended order, directed the joint administration of the case of Falcon Steel Company and New Falcon Steel, LLC (Lead Case No. 14-42585). Falcon Steel estimated assets and debt of $10 million to $50 million. The Debtors have tapped Forshey & Prostok, LLP, as general counsel and Decker, Jones, McMackin, McClane, Hall & Bates, P.C. as special corporate counsel. Ryan LLC acts as property tax consultant. The Debtors also tapped Western Operations LLC as financial consultant, and Rylander, Clay & Opitz, LLP, as accountants. The U.S. Trustee has appointed a five-member panel to serve as the official unsecured creditors committee in the Debtors' cases. The Committee has tapped McCathern, PLLC, as counsel. * * * The judge has given the Debtors and the unsecured creditors committee until Dec. 13, 2014, to file claims against lender Texas Capital Bank, N.A. FOUNDATION HEALTHCARE: To Issue Add'l 17.2MM Shares Under Plan -------------------------------------------------------------- Foundation Healthcare, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement to register an additional 17,250,000 shares of common stock under the 2008 Long-Term Incentive Plan. A copy of the Form S-8 prospectus is available at http://is.gd/fiN7Cz About Foundation Healthcare Oklahoma-based Foundation Healthcare is a healthcare services company primarily focused on owning controlling interests in surgical hospitals and the inclusion of ancillary service lines. The Company currently owns controlling and noncontrolling interests in surgical hospitals located in Texas. The Company also owns noncontrolling interests in ambulatory surgery centers ("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey, Maryland and Ohio. Additionally, the Company provides sleep testing management services to various rural hospitals in Iowa, Minnesota, Missouri, Nebraska and South Dakota under management contracts with the hospitals. The Company provides management services to a majority of its Affiliates under the terms of various management agreements. Prior to Dec. 2, 2013, the Company's name was Graymark Healthcare, Inc. Foundation Healthcare reported a net loss attributable to Foundation Healthcare common stock of $20.42 million on $93.14 million of revenues for the year ended Dec. 31, 2013, as compared with net income attributable to Foundation Healthcare common stock of $2.45 million on $52.97 million of revenues in 2012. Hein & Associates LLP, in Denver, Colorado, 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 insufficient working capital as of Dec. 31, 2013, to fund anticipated working capital needs over the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. FLUX POWER: Reports $197,000 Net Loss for Sept. 30 Quarter ---------------------------------------------------------- Flux Power Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $197,000 on $86,000 of net revenue for the three months ended Sept. 30, 2014, compared a net loss of $746,000 on $34,000 of net revenue for the same period in 2013. As of Sept. 30, 2014, the Company had $337,000 in total assets, $979,000 in total liabilities and a $642,000 total stockholders' deficit. CEO, Ron Dutt, commented, "Though little more than a month since our Q4 report, Flux continues to build awareness, its sales pipeline and customer reach with major national and regional accounts. As we anticipated in our Q4 release, Q1 revenues fell below those in Q4 as the period was principally focused on initiating relationships to set the stage for Q2 and beyond. We continue to receive glowing feedback for our solutions as we meet with national and regional accounts, lift truck OEMs and dealers and battery distributors. Our sales team and engineers are working to convert this enthusiasm and advance dialogues from testing to sales. "At the request of some of our customers, we are also extending our LiFT Pack product line into the larger 'stand on' pallet jack market with piloting of initial packs later this quarter. The size and performance requirements of these systems demand a larger, more powerful solution with a price point roughly double that of our LiFT Pack solutions for Walkies." A full-text copy of the Form 10-Q is available for free at: http://is.gd/uBFdsK About Flux Power Escondido, California-based Flux Power Holdings, Inc., designs, develops and sells rechargeable advanced energy storage systems. Flux Power reported a net loss of $4.29 million on $358,000 of net revenue for the year ended June 30, 2014, compared to net income of $351,000 on $772,000 of net revenue for the year ended June 30, 2013. Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has incurred a significant accumulated deficit through June 30, 2014, and requires immediate additional financing to sustain its operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. GIL DE LA MADRID: Bar Date Gets Reset After Case Is Reinstated -------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. District Judge Francisco A. Besosa in San Juan, Puerto Rico ruled that if a Chapter 13 bankruptcy is dismissed before the last day for filing claims, the so-called bar date must be reset when the case is reinstated. According to the report, after the individual?s Chapter 13 case was dismissed and after the original bar date had passed, a creditor filed a motion seeking permission to file a claim. The bankruptcy judge allowed the claim and set a new bar date, and the bankrupt appealed. Judge Besosa, concluding that the claim was timely, said it would "produce absurd results" were there no power to reset the bar date, the report related. The case is De la Madrid v. Bowles Custom Pools & Spa Inc., 14- 1287, U.S. District Court, District of Puerto Rico (San Juan). GENERAL MOTORS: Arizona Wants $3BB for Drop in Value of Vehicles ---------------------------------------------------------------- Greg Gardner at Detroit Free Press reports that Arizona Attorney General Thomas Horne has filed a lawsuit against General Motors Corp., seeking $3 billion for the decline in value of GM vehicles owned by 300,000 residents of Arizona. The report adds that Mr. Horne alleges that the Company defrauded the state's consumers by claiming it was a new company and not responsible for faulty products made before its 2009 bankruptcy reorganization. According to Free Press, Mr. Horne said Thursday that he sued under the state's consumer fraud statutes and is seeking: (i) a $10,000 fine for each of hundreds of thousands of defective vehicles sold in the state; and (ii) an order that GM hand over profits it made from selling defective vehicles. The Company said in a statement, "We have reviewed the complaint filed by the State of Arizona. It misrepresents the facts, the performance of our vehicles and our work to ensure the safety of our customers. We intend to vigorously defend ourselves." 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. GENIUS BRANDS: Reports $849,000 Net Loss in Third Quarter --------------------------------------------------------- Genius Brands International, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $848,970 on $318,801 of total revenues for the three months ended Sept. 30, 2014, compared to a net loss of $2.79 million on $213,010 of revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $2.84 million on $712,279 of total revenues compared to a net loss of $4.28 million on $1.56 million of total revenues for the same period during the prior year. As of Sept. 30, 2014, the Company had $18.27 million in total assets, $3.67 million in total liabilities and $14.59 million in total stockholders' equity. Cash totaled $5,167,606 and $234,211 at Sept. 30, 2014, and 2013, respectively. A full-text copy of the Form 10-Q is available for free at: http://is.gd/GvmCfO On Nov. 14, 2014, Genius Brands distributed a letter to its shareholders providing Company updates, a copy of which is available for free at http://is.gd/IQGtJx About Genius Brands San Diego, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands reported a net loss of $7.21 million in 2013, a net loss of $2.06 million in 2012 and a net loss of $1.37 million in 2011. GREEN AUTOMOTIVE: Delays Form 10-Q for Third Quarter ---------------------------------------------------- Green Automotive Company 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. In October 2014, the Company's sole executive officer resigned and new executive officers were appointed. As a result, data and other information regarding certain material operations of the Company, as well as its financial statements required for the filing, were not readily available and could not be made available without unreasonable effort and expense. The Company anticipates its financial results for the three and nine months ended Sept. 30, 2014, will differ significantly from the same period of the prior year primarily due to: (i) the significant decrease in the price of its common stock during the three and nine months ended Sept. 30, 2014, compared to the three and nine months ended Sept. 30, 2013, led to a corresponding drop in the fair value of its derivative liabilities for the three and nine months ended Sept. 30, 2014; and (ii) in August 2014, the Company arranged for the disposition of the assets of the Company's subsidiaries organized and operated in the United Kingdom (U.K.) under the U.K. Insolvency Act of 1986. The manufacturing and sale of buses during the nine months ended Sept. 30, 2014, is expected to significantly increase the Company's revenue, cost of goods sold and operating expenses, as well as change the Company's net profit/loss for the periods ended Sept 30, 2014, compared to the same periods the year prior. The disposition of the Company's U.K. assets and operations during the three months ended Sept. 30, 2014, is expected to decrease the Company's expenses. About Green Automotive Company Green Automotive Company is a vehicle design, engineering, manufacturing and distribution company. The Company also provides after sales program. It possesses a portfolio of businesses and is active in three main market segments: Cutting edge technology development, engineering and design with a focus on zero and low emission vehicle solutions; Manufacturing and customization of vehicles for markets with the potential to be converted into low emission or electric vehicles, such as shuttle buses, taxis, commercial vehicles, and After sales services for electric or low emission vehicles, including servicing and repair. The Company's balance sheet at June 30, 2014, showed $1.47 million in total assets, $17.94 million in total liabilities, and a stockholders' deficit of $16.47 million. The Company has sustained recurring operating losses and past due payables. These conditions, among others, give rise to substantial doubt about its ability to continue as a going concern, according to the Company's Form 10-Q for the period ended June 30, 2014. GREEN BRICK: Conference Call Held to Discuss JBGL Results --------------------------------------------------------- Green Brick Partners, Inc., held a conference call to discuss the financial results for the quarter ended Sept. 30, 2014, for JBGL Builder Finance LLC and certain subsidiaries of JBGL Capital, LP. Green Brick is the product of a reverse acquisition transaction between Biofuel Energy Corp. and JBGL which closed on Oct. 27, 2014. In connection with the closing of that transaction, the company name was changed from Biofuel Energy to Green Brick Partners, and the company is now a real estate operator involved in the purchase and development of land for residential use, construction lending, and home building operations. For the third quarter of 2014, JBGL had revenues in home building operation and land development of $49.7 million, a decrease of 26% compared with $67.2 million for the same period of 2013. This is a result of longer construction cycles, delays in land development and new community openings, and higher than normal net new home orders from the period April to June 2013. For the first nine months of 2014, total revenues increased 21.8% to $178.5 million compared with $146.6 million in the first nine months of 2013. Homebuilding gross margin was 31.7% for the third quarter of 2014, which is the same at last year's third quarter. During the first nine months of 2014, home building gross margin was 26.8%, down .9% compared with 27.7% for the same period of 2013. Net income was $3.7 million for the third quarter of 2014 compared to $9.5 million for the same period in 2013, which is also due to the longer construction cycles and pending the openings of new communities. For the first nine months of 2014, the net income was $18.5 million compared to $23.2 million for the same period of 2013. A copy of the transcript from the conference call is available for free at http://is.gd/JlLAu4 About Green Brick Denver, Colo.-based BioFuel Energy Corp., now known as Green Brick Partners, Inc., is an ethanol producer in the United States. Biofuel Energy incurred a net loss of $45.65 million in 2013, a net loss of $46.32 million in 2012 and a net loss of $10.36 million in 2011. The Company's balance sheet at Sept. 30, 2014, the Company had $8.83 million in total assets, $2.07 million in total liabilities, all current, and $6.75 million in total equity. GREEN EARTH: Amends 9.6 Million Common Shares Prospectus -------------------------------------------------------- Green Earth Technologies, Inc., filed with the U.S. Securities and Exchange Commission an amended Form S-1 registration statement relating to the sale, from time to time, by Francesco Galesi, WRG2, LLC, D&L Partners, LP, et al., of up to 65,118,521 shares of the Company's common stock, of which 9,615,385 and 45,066,666 shares, respectively, are issuable upon exercise of the conversion rights contained in the Company's 6.0% Secured Convertible Debentures in the aggregate principal amount of $1,250,000 due on Dec. 31, 2014, and in the Company's 6.0% Secured Convertible Debentures in the aggregate principal amount of $2,704,000 due on March 31, 2016; and 3,676,470, 4,875,000, 1,010,000 and 875,000 shares, respectively, are issuable upon exercise of warrants expiring on Dec. 31, 2016, March 31, 2018, June 30, 2018, and Sept. 30, 2018. The conversion prices of the Debentures due on Dec. 31, 2014, and March 31, 2016, are $0.13 and $0.06 per share of the Company's common stock, respectively, and the exercise prices of Warrants for up to 3,676,470 and 6,760,000 shares of the Company's common stock are $0.15 and $0.21 per share, respectively. The Company will not receive any proceeds from the sale of these shares by the Selling Stockholders. However, the Company did realize gross proceeds of $3,954,000 from the sale of the Debentures and Warrants and the Company will realize gross proceeds of $1,971,070 if all of the Warrants are exercised. The Company's common stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, and is quoted on the QB tier of the OTC Markets Group under the symbol "GETG." The closing market price of the Company's common stock as of Nov. 20, 2014, was $0.069 per share. A full-text copy of the Form S-1 prospectus is available at: http://is.gd/McgMsq About Green Earth Technologies White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB: GETG) -- http://www.getg.com/-- markets, sells and distributes bio-degradable performance and cleaning products. The Company's product line crosses multiple industries including the automotive aftermarket, marine and outdoor power equipment markets. Green Earth incurred a net loss of $6.84 million for the year ended June 30, 2014, compared to a net loss of $6.59 million for the year ended June 30, 2013. The Company's balance sheet at June 30, 2014, showed $16.64 million in total assets, $26.98 million in total liabilities, and a $10.34 million total stockholders' deficit. Friedman LLP, in East Hanover, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company's losses, negative cash flows from operations, working capital deficit, related party note in default payable upon demand and its ability to pay its outstanding liabilities through fiscal 2014 raise substantial doubt about its ability to continue as a going concern. GT ADVANCED: Failed to Manage Workers & Production, Apple Says -------------------------------------------------------------- Apple Inc. sent a leter to GT Advanced Technologies, Inc.'s creditors saying that the Debtor failed to manage its workers and sapphire glass production process, and that the Debtor simply couldn't make a usable product, Jeff Gamet at The Mac Observer reports. The Mac Observer relates that Apple alleged in the letter that the Debtor didn't have experience making synthetic sapphire, and that it couldn't deliver its promised 578 pound boules. According to The Mac Observer, the Debtor's failure to meet its commitment led to spiraling expenses, missed deadlines, and ultimately bankruptcy. The letter, The Mac Observer states, claimed that the Debtor's bankruptcy filing was a big surprise and that a meeting was scheduled for the day after to resolve sapphire production issues. The Mac Observer says that Apple claimed that it was working with the Debtor to find a way to turn its sapphire production into a successful process, which would've been difficult to achieve even if the Debtor hadn't filed for bankruptcy protection. The Debtor apparently failed to supervise and manage its workers effectively, and in many cases paid overtime for those who didn't have anything to do, The Mac Observer reports. In a court filing, attorneys for Apple accused the Debtor's chief operating officer, Daniel W. Squiller, of making false statements about the deal, among other allegations. The Debtor was not forced into any deal because it was represented by "sophisticated outside counsel," and its stock price soared when news broke about the agreement, Ktar.com reports, citing Apple. The report adds that Apple said it has "bent over backwards" to work with the Debtor. 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. HOLE IN ONE: Sells West Chase Golf Club at Auction for Over $900K ----------------------------------------------------------------- Hole In One, Inc., sold its West Chase Golf Club in Brownsburg, Indiana, at an auction on Thursday to a Hendricks County businessman for more than $900,000, Jeff Swiatek at Indystar.com reports, citing Seth Seaton, a vice president at Key Auctioneers, which handled the live-only auction. According to Indystar.com, Mr. Seaton said he wasn't authorized to disclose the winning bidder, who plans to keep operating the 18- hole public course. Mr. Seaton said that the winning bidder will acquire the course, plus equipment, a banquet and catering facility, and a liquor license, but the clubhouse is separately owned and wasn't included in the sale, Indystar.com states. The new owner could lease the clubhouse or possibly buy it, as it is currently listed for sale, the report adds, citing Mr. Seaton. Headquartered in Brownsburg, Indiana, Hole In One, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14- 03052) filed for Chapter 11 bankruptcy protection on April 8, 2014. In its petition, the Debtor listed $875,020 in total assets and $2.50 million in total liabilities. The petition was signed by Curt Johnson, president. KC Cohen, Esq., at KC Cohen, Lawyer, PC, serves as the Debtor's bankruptcy counsel. Judge James K. Coachys presides over the case. HASHFAST TECHNOLOGIES: Bids for Assets Must Be Filed by Dec. 2 -------------------------------------------------------------- Stan Higgins at CoinDesk reports that potential bidders for almost all of Hashfast Technologies, LLC's remaining assets have until Dec. 2, 2014, to submit their bids and deposits. As reported by the Troubled Company Reporter on Nov. 12, 2014, the Hon. Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California approved the auction of the assets on Dec. 4, 2014. Cyrus Farivar at Arstechnica.com reported that the Debtor will sell thousands of its chips, wafers, mining boards, cooling fans, and older models of its miners, as well as "claims and causes of action against Simon Barber, co-founder and Chief Technology Officer of the Debtors, including preference, fraudulent transfer, and breach of fiduciary duty claims." About HashFast Technologies San Francisco, California-based HashFast Technologies LLC, a startup Bitcoin miner manufacturer-turned-chipmaker. Baker Hostetler LLP filed on behalf of Koi Systems, UBE Enterprises, Timothy Lam, Edward Hammond, and Grant Pederson, an involuntary Chapter 7 bankruptcy petition against HashFast Technologies (Bankr. N.D. Calif. Case No. 14-30725) on May 9, 2014. HULDRA SILVER: Closes $7-Mil. Financing; Implements Restructuring ----------------------------------------------------------------- Huldra Silver Inc. on Nov. 24 disclosed that it has completed the first tranche of it previously announced secured convertible debenture financing and raised gross proceeds of $7,000,882. Concurrently with closing of the First Tranche, the Company implemented the previously announced restructuring of its debts and obligations under the Company's Plan of Compromise and Arrangement dated August 8, 2014. The Plan was prepared by the Company in connection with its proceedings under the Companies' Creditors Arrangement Act (Canada), and was approved by the creditors of the Company on September 23, 2014 and sanctioned by the Supreme Court of British Columbia on October 10, 2014. The monitor in the CCAA Proceedings filed the certificate of Plan implementation with the Court on November 21, 2014. Private Placement of $7,000,882 of Secured Convertible Debentures The Company has closed the First Tranche of its previously announced offering of secured convertible debentures in the aggregate principal amount of up to $8 million and 5,000 non- transferrable common share purchase warrants for every $1,000 of principal of the Debentures. Pursuant to the First Tranche, the Company issued Debentures in the aggregate principal amount of $7,000,882 and 35,004,410 Warrants. Each Warrant is exercisable into one common share of the Company at an exercise price of $0.075 per Share in the first 12 months after Closing and at $0.10 per Share for 36 months thereafter, subject to adjustment. The Debentures mature on November 21, 2017 and bear interest at a rate of 10% per annum, which Interest is payable as to 50% in cash and 50% by the issuance of Shares at a price per Share equal to the market price of the at the time of issuance. The Debentures are also convertible into Shares a price of $0.055 per Share at any time, and from time to time, until the Maturity Date. A maximum of 127,288,764 Shares will be issuable on conversion of the Principal Amount of the Debentures, subject to adjustment. The holders of the Debentures have been granted a security interest over all of the property and assets of the Company and its wholly-owned subsidiary Huldra Properties Inc., and the enforcement of such security is subject to the terms and conditions of the Debentures and the Agency and Interlender Agreement among the holders of the Debentures. The Debentures and the related security interest are subordinate to the Company's debts and obligations owing to Waterton Global Value, L.P., until such time as all amounts owed to Waterton have been repaid by the Company. Upon repayment by the Company of all amounts owed to Waterton, the holders of the Debentures issued pursuant to the First Tranche will be granted an aggregate 2% net smelter returns royalty with respect to the Company's Treasure Mountain mine, provided that each holder of the Debentures issued pursuant to the First Tranche shall only be entitled to their pro rata share of such royalty based on their individual investment pursuant to the First Tranche. This royalty will replace the 2% net smelter returns royalty with respect to the Company's Treasure Mountain mine which is currently held by Waterton and will be terminated upon repayment of all amounts owed to Waterton by the Company. In connection with the closing of the First Tranche, the Company paid cash finder's fees of $22,960 and issued finder's warrants to purchase an aggregate of 471,455 Shares. The terms of the Finder's Warrants are the same as the terms of the Warrants. The Debenture, Warrants, Finder's Warrants and Shares issuable on conversion thereof are subject to a statutory hold period expiring March 22, 2015. Implementation of CCAA Restructuring Plan The Company has implemented its CCAA Restructuring to settle approximately $21,655,060 of its debt in accordance with the terms and conditions of the Plan under the CCAA proceedings. Upon the Plan Implementation Date, the Plan is binding and effective on all persons affected by the Plan. On the Plan Implementation Date, a total of approximately $14,063,902 owed to unsecured creditors of the Company was settled by the payment of approximately $25,408 and the issuance of an aggregate of 275,150,815 Shares at $0.05 per Share to the unsecured creditors. Under the Plan, the settlement of the approximate $7,591,158 owed to secured creditors is to be settled in two stages: (i) approximately $5,718,419 was settled on the Plan Implementation Date by the issuance of an aggregate of 114,368,382 Shares to the secured creditors, and (ii) the remaining approximate $1,872,739 owed to secured creditors will be settled by the payment within 12 months of Closing of this amount plus interest at a rate of 3% per annum from the date of Closing until the date of repayment in full. Upon repayment in full of the amounts owing to the secured creditors under the Plan, the Monitor's final certificate will be filed with the Court confirming that all distributions to the Company's creditors have been made in accordance with the Plan which will be the final step to the Company exiting CCAA creditor protection. The Settlement Shares are subject to a statutory hold period expiring on March 22, 2015. The payment of the settlement amounts constitutes full, final and absolute settlement of all rights of the creditors affected by the Plan. The stay of proceedings granted to the Company pursuant to the CCAA Proceedings has now been terminated. In connection with implementation of the Restructuring, the Company also entered into a settlement agreement with Waterton, whereby the Company and Waterton agreed to settle the aggregate of $12,367,460 owed to Waterton by the issuance of 108,992,918 Shares to Waterton (which are included in the Secured Creditor Settlement Shares issued on Closing) and the payment of $6,876,328, which includes $1,784,717 of the Secured Creditor Settlement Payment which represents Waterton's potion of that amount, to Waterton as follows: (i) $2,876,328 on the Closing Date (paid); (ii) $1,500,000 within 6 months of the Closing Date; and (iii) $2,500,000 within 12 months of the Closing Date. The Company has agreed to pay interest to Waterton at a rate of 3% per annum on the portion of the Waterton Settlement Amount which remains outstanding after the Closing Date until such time as the full Waterton Settlement Amount and interest thereon has been repaid, with such interest to be paid on each payment of the Waterton Settlement Amount. Upon repayment in full of the Waterton Settlement Amount and interest thereon, the Waterton Royalty will be terminated and all of the security interests in the assets and property of Huldra and its subsidiaries will be discharged. On Closing of the Transaction, there were a total of 417,313,777 Shares issued and outstanding which are held on an undiluted basis as follows: approximately 6.7% by the shareholders who held Shares prior to Closing; approximately 27.4% by the secured creditors of the Company under the CCAA proceedings; and approximately 65.9% by the unsecured creditors of the Company under the CCAA proceeding. On closing of the Restructuring, Waterton and Concept Capital Management Ltd. both became control persons of the Company, holding approximately 26.1% and 23.1%, respectively, of the issued and outstanding Shares on an undiluted basis. On a fully-diluted basis, assuming conversion of the Debentures and interest thereon and of all of the outstanding warrants and options, Waterton and CCM will hold approximately 9.2% and 17%, respectively, of the issued and outstanding Shares on a fully diluted basis. The additional Shares held by CCM on a fully-diluted basis are attributable to additional Shares being issued to CCM on conversion of the principal amount of the $5,850,000 in Debentures issued to them pursuant to the First Tranche. Appointment of New Director The Company also disclosed that Frank Hogel will join its Board of Directors effective immediately. Mr. Hogel's international financing experience, expertise with Canadian resource companies, experience in the corporate finance and mining and mineral exploration industries, and ability to analyze expansion and acquisition opportunities are expected to add value to the Huldra team as the Company implements on its CCAA Restructuring pursuant to the Plan and move towards building its future. Mr. Hogel is an Asset Manager actively involved in the financial evaluation of companies and convertible debenture structuring, and sits on the advisory board of CCM. His background includes more than 13 years of direct experience in the mining industry, expertise as an international financier/investor and successful track record stock consultant and stock broker in London, England. Mr. Hogel holds a degree in Economics and International business and Management from the University of Nurtingen in Germany and a Finance Degree (DTV) as a tested finance and stock consultant. Peter Espig, Chief Executive Officer, commented, "Closing of First Tranche financing is a significant milestone in helping the Company improve its financial stability that will allow it to focus on unlocking the value of its assets, which includes a new processing mill and tailings facility near Merritt, BC. During this difficult year the Huldra team has worked tenaciously and never stopped believing in the project. We are also very fortunate to have Frank Hogel join our team, as we move Huldra into a new chapter. His support is greatly appreciated and we look forward to working with him in the future." About Huldra Headquartered in Vancouver, Canada, Huldra Silver Inc. -- http://www.huldrasilver.com/-- is a junior exploration company engaged in the business of acquiring, exploring and developing mineral and natural resource properties. IMPERIAL METALS: Moody's Lowers Corporate Family Rating to Caa1 --------------------------------------------------------------- Moody's Investors Service downgraded Imperial Metals Corporation's Corporate Family rating to Caa1 from B2, Probability of Default rating to Caa1-PD from B2-PD, and senior unsecured rating to Caa2 from B3. The company's speculative liquidity rating was affirmed at SGL-4. IMC's outlook is negative. This concludes the ratings review initiated August 5, 2014 following the tailings dam breach at IMC's Mount Polley mine in British Columbia, Canada. Ratings Rationale "We downgraded Imperial Metal's ratings over Moody concern that the company may not have sufficient liquidity to fund its near term cash needs", said Darren Kirk, Moody's vice president and senior credit officer. IMC's Caa1 Corporate Family rating is driven by the company's weak liquidity, including the potential that IMC might be illiquid in December unless it receives an expected payment from BC Hydro or makes other financing arrangements. As well, Moody's believes there could be a delay in obtaining the tailings discharge permit needed to start up its Red Chris copper-gold mine in December, given potential broader implications from the tailings dam breach at Mount Polley. This would leave the company with insufficient cash flow to service its debt and other cash needs, including Mount Polley clean up, recovery and rehabilitation costs. However, if IMC is able to remain liquid and reach commercial production at Red Chris, Moody's believes the company's adjusted leverage could trend below 6x within a 12 month horizon. Red Chris benefits from its location in a favorable mining jurisdiction (British Columbia), long reserve life, multi-metal diversity, and low expected costs. IMC's liquidity is weak (SGL-4) given $18 million of cash and $60 million of committed availability under its revolvers at September 30, 2014, which is inadequate to fund cash outflows that Moody's estimates may total $80 million to $90 million in Q4/14. The company expects to complete the sale of a transmission line to BC Hydro for $52 million in December, which would be sufficient to fund the shortfall. Beyond the end of 2014, Moody's expects the company's notional liquidity will remain tight until Red Chris achieves commercial production, although there is the potential that the company may breach its bank facility covenants in the event this does not occur by June 1, 2015. The negative outlook reflects pressure on the company's rating that will persist until its weak liquidity, and permitting and commissioning risks at Red Chris are resolved. A higher rating would require Red Chris to achieve commercial production, and Moody's to expect IMC would maintain at least adequate liquidity and reduce its adjusted financial leverage below 6x. A lower rating could occur if IMC was unable to fund its cash requirements as they became due. Headquartered in Vancouver, British Columbia, Imperial Metals Corporation wholly owns the Mount Polley mine and 50% of the Huckleberry mine, as well as Red Chris, a $643 million copper-gold development, all of which are located in British Columbia, Canada. Downgrades: Issuer: Imperial Metals Corporation Probability of Default Rating, Downgraded to Caa1-PD from B2-PD Corporate Family Rating, Downgraded to Caa1 from B2 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2(LGD4) from B3(LGD4) Outlook Actions: Outlook, Changed To Negative From Rating Under Review Affirmations: Speculative Grade Liquidity Rating, Affirmed SGL-4 The principal methodology used in these ratings was Global Mining Industry published in August 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. INDEPENDENCE TAX IV: Delays Form 10-Q for Third Quarter ------------------------------------------------------- Independence Tax Credit Plus L.P. IV was not be able to timely file its quarterly report on Form 10-Q for the period ended Sept. 30, 2014, due to significant changes in the senior management, according to a regulatory filing with the U.S. Securities and Exchange Commission. On Nov. 14, 2013, Robert A. Pace resigned as a chief financial officer and principal accounting officer and was subsequently replaced by Mark B. Hattier. Also, on Nov. 14, 2013, Robert L. Levy resigned as president and chief executive officer and was subsequently replaced by Alan T. Fair. "While the Partnership's new officers have been working diligently to familiarize themselves with the Partnership's operations and to accomplish a timely filing of its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2014, they require additional time to finalize the report within the spirit as well as the letter of the Commission's rules," the Company stated in the filing. About Independence Tax IV New York-based Independence Tax Credit Plus L.P. IV is a limited partnership which was formed under the laws of the State of Delaware on Feb. 22, 1995. On July 6, 1995, the Partnership commenced a public offering of Beneficial Assignment Certificates representing assignments of limited partnership interests in the Partnership. The Partnership received $45,844,000 of gross proceeds from the Offering from 2,759 investors. The Offering was terminated on May 22, 1996. The Partnership's initial business was to invest in other partnerships owning leveraged apartment complexes that are eligible for the low-income housing tax credit enacted in the Tax Reform Act of 1986, some of which may also be eligible for the historic rehabilitation tax credit. The Partnership is currently in the process of developing a plan to dispose of all of its investments. It is anticipated that this process will take a number of years. Independence Tax Credit Plus L.P. IV reported a net loss of $2.71 million on $3.6 million of total revenues for the fiscal year ended March 31, 2014, compared to a net loss of $967,365 on $3.45 million of total revenues for the year ended March 31, 2013. The Company's balance sheet at June 30, 2014, showed $4.53 million in total assets, $26.59 million in total liabilities and a $22.05 million total partners' deficit. INTERNATIONAL TEXTILE: Wilbur Ross Quits From Board --------------------------------------------------- Wilbur L. Ross, Jr., resigned from International Textile Group, Inc.'s Board of Directors effective Nov. 20, 2014. As previously announced by WL Ross & Co. LLC, Mr. Ross, the Chairman of the Board of International Textile, has been elected vice chairman of the Bank of Cyprus. In accordance with European banking rules, Mr. Ross is required to resign as a member of several boards of directors, including that of the Company. About International Textile International Textile Group, Inc., is a global, diversified textile manufacturer headquartered in Greensboro, North Carolina, with current operations principally in the United States, China, Mexico, and Vietnam. ITG's long-term focus includes the realization of the benefits of its global expansion, including reaching full production at ITG facilities in China and Vietnam, and continuing to seek other strategic growth opportunities. International Textile reported a net loss attributable to common stock of the Company of $10.91 million in 2013, as compared with a net loss attributable to common stock of the Company of $91.45 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $338.71 million in total assets, $403.48 million in total liabilities and a $64.76 million total stockholders' deficit. ITR CONCESSION: Porter County Won't Bid for Lease ------------------------------------------------- Jeff Schultz at the Chesterton Tribune reports that Porter County has decided not to join a coalition of Northern Indiana counties bidding to purchase the Indiana Toll Road lease. Board President, John Evans, R-North, said during the County Commissioner meeting last week that LaPorte County officials reached out just a few days ago offering Porter County a place in the bid for the lease, Chesterton Tribune relates. According to Chesterton Tribune, it was revealed that LaPorte County Commissioners were putting together resolutions in time for a Nov. 20 deadline for the bid and they sought the participation of other counties along the Toll Road corridor. The board has not had enough time to analyze "the entire project," with just a few days to the deadline, Chesterton Tribune states, citing Mr. Evans. Mr. Evans said that "to act on that today would not be prudent," and the price to join the bid consortium led by LaPorte would be $10,000 up front, and "I just don't think we are ready to do that," according to the report. About ITR Concession ITR Concession Co. operates a 157-mile, four- to six-lane toll road in Northern Indiana commonly referred to as the Indiana Toll Road. The toll road is a vital artery for interstate commerce, linking the City of Chicago and Lake Michigan to the interstate highway system, as well as markets, ports, and commercial and financial centers across the United States. The toll road opened in 1956 and is used by nearly 130,000 vehicles per day. ITR Concession and its affiliates filed for bankruptcy protection (Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21 with a plan to restructure some $6 billion in debt by selling its assets or reorganizing its business. The Debtors have tapped Marc Kieselstein, Esq., Chad J. Husnick, Esq., Jeffrey D. Pawlitz, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP as counsel; Moelis & Company LLC as investment banker; and Kurtzman Carson Consultants LLC, as claims and notice agent. As of the Petition Date, the Debtors have outstanding funded debt of $6.0 billion that is comprised of approximately $3.855 billion in principal amount of first-priority syndicated bank-debt obligations and approximately $2.15 billion in principal amount of pari passu first-lien interest rate hedging obligations. JACK JOHNSON: Blames Bankr. on Parents; California House on Sale ---------------------------------------------------------------- Aaron Portzline at The Columbus Dispatch reports that Columbus Blue Jackets defenseman Jack Johnson filed on Oct. 7, 2014, for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District Court of Ohio. Court documents show that Mr. Johnson has little left of the almost $18 million he has earned throughout his nine-year NHL career. He listed less than $50,000 in total assets and more than $10 million in total debts. According to the documents, Mr. Johnson owed more than $1.68 million to unsecured creditors. Mr. Johnson has three seasons remaining on the $30.5 million deal, Katie Strang at ESPN.com relates. Los Angeles Times reports that Mr. Johnson has listed the home in Manhattan Beach, California, for sale at $1.65 million. Columbus Dispatch says that Mr. Johnson claims that Tina Johnson and his father Jack Sr. purchased the house in Manhattan Beach with his money but without informing him. According to ESPN.com, the mortgage on the house had a 12% rate, while a loan for $3 million was at 24%, leading to huge fees and, ultimately, default. Columbus Dispatch relates that before Mr. Johnson signed his seven-year, $30.5 million deal in 2011, he granted power of attorney to his mother, Tina Johnson, that gave her full control of his finances. Mr. Johnson's parents, ESPN.com relates, borrowed $15 million against their son's future earnings. The Dispatch states that many of the loans carried high interest rates. Columbus Dispatch adds that Mr. Johnson's parents allegedly each purchased a car, spent more than $800,000 on upgrades to the Manhattan Beach property and traveled, often to see him play NHL games for the Kings and Blue Jackets. Mr. Johnson has cut off all contact with his family, Columbus Dispatch reports, citing a source. "I'd say I picked the wrong people who led me down the wrong path. I've got people in place who are going to fix everything now. It's something I should have done a long time ago," the report quoted Mr. Johnson as saying. Marc Kessler, Esq., an attorney based in Columbus, serves as Mr. Johnson's bankruptcy counsel, according to Columbus Dispatch. He is reportedly surrounded by financial advisers and a legal team to protect his interests, but he won't file criminal charges against his parents, Columbus Dipatch adds. ESPN.com reports that Mr. Johnson has asked the Court to allow him to maintain his existing bank accounts so as to continue payment for living expenses. Court documents show that at the date of petition, he carried a balance of $6,339 in his checking account and $2,202.62 in his savings account. KINDER MORGAN: Moody's Hikes Junior Subordinated Rating to Ba1 -------------------------------------------------------------- Moody's Investors Service has completed its review of Kinder Morgan Inc.'s (KMI) ratings and has upgraded the senior unsecured rating to Baa3 to reflect the contemplated merger of KMI with Kinder Morgan Energy Partners, L.P. (KMP) and El Paso Pipeline Partners Operating Company LP (EPBO). Contemporaneously, Moody's downgraded the rating of KMP to Baa3 and upgraded the rating of EPBO to Baa3. All three companies were assigned a stable outlook. The equalization of the ratings reflects the cross-guarantee of debt among the three issuers. Additional upgrades and downgrades were made to subsidiaries of KMI to reflect the impact of the widespread cross-guarantee of debt and elimination of structural subordination. Rating Actions: Kinder Morgan Inc. (part of cross-guarantee group) Corporate Family Rating, withdrawn Probability of Default Rating, withdrawn Speculative Grade Liquidity Rating, withdrawn Senior Unsecured Rating -- assigned Baa3, previously Senior Secured at Ba2 (LGD3) Senior Shelf -- assigned (P)Baa3 Commercial Paper Rating -- assigned Prime-3 Outlook is stable Kinder Morgan Finance Company, LLC (fka ULC) (part of cross-guarantee group) Senior Unsecured -- assignedaa3, previously Senior Secured at Ba2 (LGD3) Outlook is stable Kinder Morgan Kansas Inc. (previously merged into KMI) (part of cross-guarantee group) Backed Senior Unsecured Rating -- assigned Baa3, previously Senior Secured at Ba2 (LGD3) Backed Junior Subordinated Rating -- upgraded to Ba1 from B1 (LGD6) Outlook is stable KN Capital Trust I (not part of cross-guarantee group) Backed Preferred Stock, upgraded to Ba1 from B1 (LGD6) Outlook is stable KN Capital Trust III (not part of cross-guarantee group) Backed Preferred Stock is upgraded to Ba1 from B1 (LGD6) Outlook is stable Kinder Morgan G.P., Inc. (not part of cross-guarantee group) Preferred Stock is confirmed at Ba2 Outlook is stable Kinder Morgan Energy Partners, L.P. (part of cross-guarantee group) Senior Unsecured Rating -- downgraded to Baa3 from Baa2 Senior Unsecured Shelf -- downgraded to (P)Baa3 from (P)Baa2 Backed Senior Unsecured Shelf -- downgraded to (P)Baa3 from (P)Baa2 Backed Subordinated Shelf -- downgraded to (P)Ba1 from (P)Baa3 Commercial Paper Rating -- withdrawn Outlook is stable El Paso Natural Gas Company (part of cross-guarantee group) Senior Unsecured Rating is downgraded to Baa3 from Baa1 Outlook is stable El Paso Tennessee Pipeline Co. (part of cross-guarantee group) Senior Unsecured Rating is downgraded to Baa3 from Baa2 Outlook is stable Tennessee Gas Pipeline Company (part of cross-guarantee group) Senior Unsecured Rating is downgraded to Baa3 from Baa1 Outlook is stable Copano Energy, LLC. (previously merged into KMP) (part of cross-guarantee group) Senior Unsecured Rating is downgraded to Baa3 from Baa2 Outlook is stable El Paso Holdco LLC (previously merged into KMI) (part of cross-guarantee group) Senior Unsecured Rating - upgraded to Baa3 from Ba2 (LGD3) Backed Senior Unsecured Rating -- assigned Baa3, previously Senior Secured at Ba2 (LGD3) Backed Subordinate Rating -- upgraded to Ba1 from B1 (LGD6) El Paso Energy Capital Trust I (not part of cross-guarantee group) Backed Preferred Stock - upgraded to Ba1 from B1 (LGD6) Outlook is stable El Paso Pipeline Partners Operating Company (part of cross-guarantee group) Corporate Family Rating is withdrawn Probability of Default Rating is withdrawn Speculative Grade Liquidity Rating is withdrawn Backed Senior Unsecured Shelf is withdrawn Backed Senior Unsecured is Upgraded to Baa3 from Ba1 (LGD4) Outlook is stable Southern Natural Gas Company (part of cross-guarantee group) Backed Senior Unsecured Rating, confirmed at Baa3 Outlook is stable El Paso CGP Company (debt assumed by KMI) (not part of cross- guarantee group) Senior Unsecured Rating -- assigned Baa3, previously Senior Secured at Ba2 (LGD3) Outlook is stable Colorado Interstate Gas Company (part of cross-guarantee group) Senior Unsecured Rating, confirmed at Baa3 Outlook is stable Sonat Inc. (merged into KMI) (part of cross-guarantee group) Backed Senior Unsecured Rating -- assigned Baa3, previously Senior Secured at Ba2 (LGD3) Outlook is stable "KMI's combined set of assets generates high quality, mostly fee- based cash flow that could support a strong Baa rating," said Stuart Miller, Moody's Vice President and Senior Credit Officer. "However, KMI's aggressive financial policy that includes relatively high leverage and a very high dividend payout ratio position the rating as a weak Baa3." Ratings Rationale The combination of KMI, KMP, and EPBO creates one of the largest energy companies in the US capable of generating stable cashflow through a portfolio of midstream energy assets. The combination also significantly reduces the structural complexity of the organization. Through cross-guarantees, creditors will have pari passu, unsecured claims against most of the organization's assets and cash flow, removing nearly all of the structural subordination that existed under the previous organizational structure with two publicly traded master limited partnerships (MLP). The elimination of the two MLPs is a credit-positive development as MLPs are contractually obligated to distribute their cash flow to unit holders. While KMI plans to maintain an aggressive dividend policy going forward, Moody's believes the dividend program is marginally better than the MLP contractual distribution obligation. In 2015, KMI projects the ratio of debt to EBITDA will be 5.6x, but intends to manage leverage between 5.0x and 5.5x going forward. Moody's projections arrive at the same 5.6x leverage but include adjustments for operating leases ($750 million of debt and increased EBITDA by $125 million), unfunded pension liabilities ($230 million of debt), consolidation of Kinder's share of joint venture debt and EBITDA, and a $400 million reduction to EBITDA to reflect the amount of investment that Moody's believes is necessary to offset natural production decline rates in the CO2 business. With debt to EBITDA of 5.6x and the ratio of funds from operations minus dividends to debt of less than 5%, KMI will be more leveraged than most, if not all, of its investment grade peers. The proposed dividend payout of $2.00 per share in 2015 with 10% annual growth for the next five years will also position KMI with one of the lowest dividend coverage ratios in the industry. For these reasons, Moody's believes that the re- structured company is weakly positioned within the Baa3 rating category despite its industry-leading scale. According to the company, a part of the rationale for the merger of the three companies is to make its equity shares a more attractive currency to be used in future business acquisitions. Moody Baa3 rating contemplates that leverage will be reduced to the 5.0x to 5.5x range in the next few years through a combination of internal growth projects and acquisitions, although no specific acquisitions have been identified. The ratings for all of KMI's subsidiaries subject to the cross- guarantee were revised to Baa3. The convertible subordinate ratings, junior subordinate ratings and subordinate shelf were changed to Ba1. KN Capital Trust I, KN Capital Trust III, and Paso Energy Capital Trust I had their unguaranteed preferred stock ratings revised to Ba1 to reflect the subordinated debt that structurally backstops these obligations. The rating of Kinder Morgan GP, Inc.'s preferred stock was confirmed at Ba2 as its obligations are not guaranteed and are contractually subordinated to KMI's subordinated debt obligations. Post closing, KMI's liquidity is considered to be adequate. Operating cashflow will be mostly distributed to shareholders in the form of dividends leaving little available to reinvest in the business to fund intended growth. This will create a high degree of reliance on external sources of funding. The company has a $4 billion committed revolving line of credit which is available for general corporate purposes and serves as back up to a similarly- sized commercial paper program. The credit facility matures in November 2019 and includes a debt to EBITDA maintenance covenant that starts at 6.5x leverage with step downs to 6.0x in 2019. At the end of November 2014, Moody expect KMI will have more than $2.5 billion of availability under the credit facility. The new credit facility is unsecured, therefore KMI will have the ability to sell assets to generate liquidity. The outlook is stable, however Moody's considers the company weakly positioned in its Baa3 rating level. A large increase in leverage or a debt funded share buyback could lead to a down grade. Leverage maintained above 6.0x would trigger a hard look at the company's de-leveraging plans. An upgrade is very unlikely in the near term although if the company's debt to EBITDA is sustained below 5.0x or if the ratio of funds from operations minus dividends to debt moves above 5%, it could signal a moderation in KMI's historically aggressive financial policy that could lead to an upgrade. The methodologies used in these ratings were Global Midstream Energy published in December 2010, and Natural Gas Pipelines published in November 2012. Kinder Morgan Inc. is one of the largest midstream energy companies in the US. Kinder Morgan Inc. operates product pipelines, natural gas pipelines, liquids and bulk terminals, and CO2, oil, and natural gas production and transportation assets. The company is headquartered in Houston, Texas. KINDER MORGAN: S&P Raises Corp. Credit Rating From 'BB' ------------------------------------------------------- Standard & Poor's Ratings Services said it raised KMI's corporate credit rating and senior unsecured issue rating to 'BBB-' from 'BB' and removed the ratings from CreditWatch, where S&P placed them with positive implications on Aug. 11, 2014. This action follows the company's announcement that most shareholders of KMI and KMR and the unitholders of KMP and EPB voted for the merger transaction under which KMI will acquire all of the entities' publicly held shares/units. Other rating actions associated with the announcement include: -- S&P lowered KMP's corporate credit rating, including those of operating subsidiaries Copano Energy and Tennessee Gas Pipeline, to 'BBB-' from 'BBB'. S&P also lowered KMP's short-term rating to 'A-3' from 'A-2', and removed all ratings from CreditWatch negative. -- S&P lowered EPB's corporate credit rating, including those of its operating subsidiaries Southern Natural Gas and Colorado Interstate Gas, to 'BBB-' from 'BBB' and removed the ratings from CreditWatch negative. -- S&P affirmed EPNG's 'BBB-' rating. The outlook is stable. As of Sept. 30, 2014, KMI had consolidated debt of about $36.1 billion. The rating action reflects KMI's "excellent" business risk profile and "highly leveraged" financial risk profile. The combined KMI has a geographically diverse asset base that generates primarily fee-based, stable EBITDA, and has a strong competitive position in most of the markets it serves. KMI is one of the largest energy companies in North America, and is significantly larger (in terms of scale and cash flow) than its U.S. and Canadian midstream energy peers. Somewhat tempering the benefits to creditors of the combined KMI are the company's aggressive financial policies, namely high financial leverage and the reliance on the capital markets to fund large discretionary cash flow deficits. "In certain aspects, we view KMI's simplified corporate structure as supportive of credit quality, because it creates a single corporate entity and eliminates the structural subordination of debt, as well as multiple layers of equity distributions to service the debt obligations," said Standard & Poor's credit analyst Michael Grande. At the same time, S&P expects the combined KMI to use the vast majority of its free cash flow (after maintenance-related capital spending) to pay dividends to equityholders each quarter, and hence would face similar financial constraints as the typical MLP. The stable rating outlook on KMI reflects S&P's expectation that financial leverage will be slightly above 5.5x through 2017 as the company finances and executes a large organic spending program, which will result in improved credit measures in the low 5x area as project cash flows are realized. KIOR INC: Idled Biofuels Plant in Columbus May Be Sold as Scrap --------------------------------------------------------------- KiOR, Inc.'s idled biofuels plant in Columbus, Texas, may end up being sold as scrap, Jack Weatherly at Mississippi Business Journal reports, citing Pavel Molchanov, an equity analyst at Raymond James and Associates who had covered Pasadena. Mr. Molchanov, according to Business Journal, said that finding a buyer for the plant would be a tough sell, and that the state will be fortunate to recoup 10 to 15 percent of the $69.4 million balance left in a $75 million no-interest loan it made for the plant, which stopped producing fuel in January 2014. The report, citing Mr. Molchanov, relates that the loan is secured by the $218 million plant, "which even on the best of days never functioned particularly well." 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. LAKELAND INDUSTRIES: Registers 1.1-Mil. Common Shares for Resale ---------------------------------------------------------------- Lakeland Industries, Inc., filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement in connection with the resale by Anson Investments Master Fund LP, Burguete Investment Partnership, L.P., Craig-Hallum Capital Group LLC, et al., of up to an aggregate of 1,165,500 shares of the Company's common stock, consisting of: (i) 1,110,000 shares of the Company's common stock issued in a private placement transaction completed on Oct. 29, 2014; and (ii) 55,500 shares of the Company's common stock issuable upon the exercise of a certain warrant held by the placement agent in the private placement. The Company is not offering any shares of common stock for sale under this prospectus and the Company will not receive any of the proceeds from the sale or other disposition of the shares covered hereby. However, the Company will receive the proceeds of any cash exercise of the warrant. The Company's common stock is currently traded on The NASDAQ Global Market under the symbol "LAKE." As of Nov. 19, 2014, the closing sale price for the Company's common stock as reported by The NASDAQ Global Market was $10.76 per share. A full-text copy of the Form S-3 prospectus is available at: http://is.gd/ukgosV About Lakeland Industries Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and sells a comprehensive line of safety garments and accessories for the industrial protective clothing market. The Company reported a net loss of $26.3 million on $95.1 million of net sales for the year ended Jan. 31, 2013, as compared with a net loss of $376,825 on $96.3 million of sales for the year ended Jan. 31, 2012. The Company's balance sheet at July 31, 2014, showed $87.9 million in total assets, $40.9 million in total liabilities and $46.9 million in total stockholders' equity. In their report on the consolidated financial statements for the year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham, Alabama, expressed substantial doubt about Lakeland Industries' ability to continue as a going concern. The independent auditors noted that Company is in default on certain covenants of its loan agreements at Jan. 31, 2013. LDK SOLAR: Bankruptcy Court Confirms U.S. Chapter 11 Plan --------------------------------------------------------- LDK Solar CO., Ltd. in provisional liquidation and its Joint Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, on Nov. 24 disclosed that, on November 21, 2014, Judge Peter J. Walsh of the United States Bankruptcy Court for the District of Delaware entered an order confirming the prepackaged plan of reorganization for the three U.S. subsidiaries of LDK Solar -- LDK Solar Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc. The U.S. Debtors previously filed voluntary petitions in the U.S. Bankruptcy Court on October 21, 2014 to reorganize under Chapter 11 of the United States Bankruptcy Code. In addition to entry of the Confirmation Order, the U.S. Bankruptcy Court also entered an order recognizing LDK Solar's provisional liquidation proceeding in the Grand Court of the Cayman Islands as a foreign main proceeding under Chapter 15 of the United States Bankruptcy Code, and an additional order recognizing and giving full force and effect in the jurisdiction of the United States to LDK Solar's Cayman Islands scheme of arrangement. "We are very pleased that the U.S. Bankruptcy Court has confirmed our prepack plan for our U.S. subsidiaries and has recognized our Cayman Islands scheme of arrangement. The U.S. Bankruptcy Court's rulings, which follow favorable rulings from the Grand Court of the Cayman Islands and the High Court of Hong Kong, are the final court approvals necessary for us to execute the various documents with our creditors to consummate the international restructuring of our offshore liabilities," stated Xingxue Tong, Interim Chairman, President and CEO of LDK Solar. "Now with more than US$700 million in our offshore claims judicially approved for restructuring, we can focus our attention on rebuilding LDK Solar's position in the marketplace," concluded Mr. Tong. Copies of the Chapter 11 Plan, Confirmation Order, Recognition Order and Enforcement Order are available on the website of the U.S. Debtors' agent, Epiq Bankruptcy Solutions, LLC, at http://dm.epiq11.com/LDK About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LDK Solar in February 2014 filed in the Cayman Islands for the appointment of provisional liquidators, four days before it was due to make a $197 million bond repayment. Its Joint Provisional Liquidators are Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, on Oct. 22. In September 2014, LDK SOalr, LDK Silicon and LDK Silicon Holding Co., Limited each applied to file an originating summons to commence their restructuring proceedings in the High Court of Hong Kong. On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc. filed voluntary petitions to reorganize under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The lead case is In re LDK Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384). On Oct. 21, 2014, LDK Solar filed a petition in the same U.S. Bankruptcy Court for recognition of the provisional liquidation proceeding in the Grand Court of the Cayman Islands. The Chapter 15 case is In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14- 12387). The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq., at Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors' Delaware counsel is Robert S. Brady, Esq., Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware. The U.S. Debtors' financial advisor is Jefferies LLC. The Debtors' voting and noticing agent is Epiq Bankruptcy Solutions, LLC. The U.S. Debtors commenced the Chapter 11 Cases in order to implement the prepackaged plan of reorganization, with respect to which the U.S. Debtors launched a solicitation of votes on September 17, 2014 from the holders of LDK Solar's 10% Senior Notes due 2014, as guarantors of the Senior Notes, and required such holders of the Senior Notes to return their ballots by October 15, 2014. Holders of the Senior Notes voted overwhelmingly in favor of accepting the Prepackaged Plan. LOGAN'S ROADHOUSE: S&P Puts 'B-' CCR on CreditWatch Negative ------------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings on Nashville, Tenn.-based restaurant operator Logan's Roadhouse Inc., including its 'B-' corporate credit rating and 'B-' issue-level rating on its $355 million 10.75% senior secured notes, on CreditWatch with negative implications. "The negative CreditWatch placement reflects Logan's continued earnings underperformance and prospects for reduced liquidity," said Standard & Poor's credit analyst Samantha Stone. EBITDA continues to decline as a result of weak same-restaurant sales that more than offset cost reductions. The decline in same- restaurant sales is a result of a mid-to-high single-digit decrease in guest traffic despite modest growth in average check. For the fiscal year ended Aug. 3, 2014, revenue decreased 1.3%, while EBITDA declined approximately 22%. As a result of these trends, cash flow from operations was modestly negative. S&P estimates liquidity, as of the first quarter of 2015, to include some cash on hand and roughly $12 million of availability under the revolving credit facility. S&P believes cash flow from operations could remain negative to breakeven over the near term as the company implements strategic initiatives to drive growth while managing operating costs. Resolution of the CreditWatch listing will depend on Logan's success in extending the existing revolver that expires in Oct. 2015, or securing a new revolving credit facility to ensure continued liquidity for its operating and financing needs. Failure to adequately and timely address the revolver maturity or make substantial progress to ensure sufficient liquidity for the upcoming year could lead to a downgrade. LDK SOLAR: Bankruptcy Court Confirms U.S. Chapter 11 Plan --------------------------------------------------------- LDK Solar CO., Ltd. in provisional liquidation and its Joint Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, on Nov. 24 disclosed that, on November 21, 2014, Judge Peter J. Walsh of the United States Bankruptcy Court for the District of Delaware entered an order confirming the prepackaged plan of reorganization for the three U.S. subsidiaries of LDK Solar -- LDK Solar Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc. The U.S. Debtors previously filed voluntary petitions in the U.S. Bankruptcy Court on October 21, 2014 to reorganize under Chapter 11 of the United States Bankruptcy Code. In addition to entry of the Confirmation Order, the U.S. Bankruptcy Court also entered an order recognizing LDK Solar's provisional liquidation proceeding in the Grand Court of the Cayman Islands as a foreign main proceeding under Chapter 15 of the United States Bankruptcy Code, and an additional order recognizing and giving full force and effect in the jurisdiction of the United States to LDK Solar's Cayman Islands scheme of arrangement. "We are very pleased that the U.S. Bankruptcy Court has confirmed our prepack plan for our U.S. subsidiaries and has recognized our Cayman Islands scheme of arrangement. The U.S. Bankruptcy Court's rulings, which follow favorable rulings from the Grand Court of the Cayman Islands and the High Court of Hong Kong, are the final court approvals necessary for us to execute the various documents with our creditors to consummate the international restructuring of our offshore liabilities," stated Xingxue Tong, Interim Chairman, President and CEO of LDK Solar. "Now with more than US$700 million in our offshore claims judicially approved for restructuring, we can focus our attention on rebuilding LDK Solar's position in the marketplace," concluded Mr. Tong. Copies of the Chapter 11 Plan, Confirmation Order, Recognition Order and Enforcement Order are available on the website of the U.S. Debtors' agent, Epiq Bankruptcy Solutions, LLC, at http://dm.epiq11.com/LDK About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LDK Solar in February 2014 filed in the Cayman Islands for the appointment of provisional liquidators, four days before it was due to make a $197 million bond repayment. Its Joint Provisional Liquidators are Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, on Oct. 22. In September 2014, LDK SOalr, LDK Silicon and LDK Silicon Holding Co., Limited each applied to file an originating summons to commence their restructuring proceedings in the High Court of Hong Kong. On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc. filed voluntary petitions to reorganize under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The lead case is In re LDK Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384). On Oct. 21, 2014, LDK Solar filed a petition in the same U.S. Bankruptcy Court for recognition of the provisional liquidation proceeding in the Grand Court of the Cayman Islands. The Chapter 15 case is In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14- 12387). The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq., at Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors' Delaware counsel is Robert S. Brady, Esq., Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware. The U.S. Debtors' financial advisor is Jefferies LLC. The Debtors' voting and noticing agent is Epiq Bankruptcy Solutions, LLC. The U.S. Debtors commenced the Chapter 11 Cases in order to implement the prepackaged plan of reorganization, with respect to which the U.S. Debtors launched a solicitation of votes on September 17, 2014 from the holders of LDK Solar's 10% Senior Notes due 2014, as guarantors of the Senior Notes, and required such holders of the Senior Notes to return their ballots by October 15, 2014. Holders of the Senior Notes voted overwhelmingly in favor of accepting the Prepackaged Plan. LOLETA CHEESE: Files for Ch 11, Wants to Sell Farming Equipment --------------------------------------------------------------- Loleta Cheese Company, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 14-11620) on Nov. 19, 2014, estimating its assets and liabilities at $1 million to $10 million each. The petition was signed by Robert E. Laffranchi, president. Loleta Cheese CFO Nicole Laffranchi asserted in a declaration to the Court that the Debtor did not run into trouble because of unsecured debts, but its hand was forced by one of its secured creditors, Loleta Operations LLC, which is owed roughly $400,000. According to the declaration, the debt is secured by farming equipment that the Debtor no longer uses. The Debtor is asking the Court to let it sell the equipment, which Ms. Laffranchi believes will allow the Debtor to almost entirely pay off the debt, Hank Sims, writing for Lostcoastoutpost.com, relates. Loleta Operations won a temporary restraining order in Humboldt County Superior Court this month, which "prevents the Debtor from continuing to manage its assets and to remain in business," forcing the Debtor to file for bankruptcy, Lostcoastoutpost.com reports, citing Ms. Laffranchi. According to the report, Ms. Laffranchi claims that Loleta Operations "wants to take over the Debtor's business." Ms. Laffranchi, Lostcoastoutpost.com says, asserted that her debt to Loleta Operations, which, according to the California Secretary of State's office, was created in August 2014, belonged, until then, to the Bear River Band of Rohnerville Rancheria. A Dec. 5, 2014 hearin is set for the Court to determine whether or not the Debtor may use certain of its current assets to pay off the Loleta Operations debt, Lostcoastoutpost.com reports. Judge Alan Jaroslovsky presides over the case. Steven M. Olson, Esq., at the Law Offices Of Steven M. Olson, serves as the Debtor's bankruptcy counsel. About Loleta Cheese Headquartered in Loleta, California, Loleta Cheese Company, Inc., has been putting out Humboldt County-made cheeses since 1982 and operates the Cheese Factory, a popular attraction in downtown Loleta. It was founded by Bob and Carol Laffranchi. It currently employs 21 people. LVBK LLC: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------ Debtor: LVBK, LLC 4770 Barela Way Las Vegas, NV 89147 Case No.: 14-17789 Chapter 11 Petition Date: November 21, 2014 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: David J. Winterton, Esq. DAVID J. WINTERTON & ASSOC., LTD. 1140 N Town Center Dr, Ste 120 Las Vegas, NV 89144 Tel: (702) 363-0317 Fax: 702-363-1630 Email: david@davidwinterton.com Total Assets: $2.84 million Total Liabilities: $49,742 The petition was signed by Steven T. Gregory, manager. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb14-17789.pdf MARY SANTIAGO: Ruling Favors New Yorkers with Regulated Apts. ------------------------------------------------------------- Josh Barbanel, writing for The Wall Street Journal, reported that about 1 million New Yorkers who live in rent-regulated apartments won broad legal protections to file for bankruptcy without fear of losing rights to their homes under a decision issued Nov. 20 by the state's highest court. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the New York Court of Appeals, in the case involving an 80-year old East Village woman's bankruptcy, removed the threat that people who file for bankruptcy in the state will be evicted from valuable apartments even though they're current on the rent. In the Nov. 20 opinion, the New York court concluded that rent- stabilization rights are an exempt asset as a form of public benefit, which a bankruptcy trustee can't sell, Bloomberg related. Writing for herself and four other judges, Associate Judge Sheila Abdus-Salaam said that when the law is considered "against the backdrop of the crucial role that it plays in the lives of New York residents," it's evident that the program is a public benefit that becomes an exempt asset which creditors or trustees can't touch, the Bloomberg report further related. The Journal related that tenant advocates characterized the decision by the Court of Appeals an important victory, saying that many low-income tenants had declined to seek protection from bill collectors available under federal bankruptcy laws because they feared of losing their apartments. The state case is Santiago-Monteverde v. Pereira (In re Santiago- Monteverde), CTQ-2014-00004, New York Court of Appeals (Albany). The federal appeal is Santiago-Monteverde v. Pereira (In re Santiago-Monteverde), 12-4131, U.S. Court of Appeals for the Second Circuit (Manhattan). The district court case was Santiago- Monteverde v. Pereira (In re Santiago-Monteverde), 12-4238, U.S. District Court, Southern District of New York (Manhattan). MCCLATCHY CO: Bestinver Gestion Reports 9.8% of Class A Shares -------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission on Nov. 14, 2014, Bestinver Gestion S.A., SGIIC disclosed that it beneficially owned 6,162,540 shares of Class A Common Stock of The McClatchy Company representing 9.86 percent of the shares outstanding. A full-text copy of the regulatory filing is available at http://is.gd/orpYNu About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The Company reported net income of $18.80 million for the year ended Dec. 29, 2013, as compared with a net loss of $144,000 for the year ended Dec. 30, 2012. The Company's balance sheet at Sept. 28, 2014, the Company had $2.63 billion in total assets, $2.31 billion in total liabilities and $318.07 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. As reported by the TCR on April 2, 2014, Standard & Poor's Ratings Services affirmed all ratings on U.S. newspaper company The McClatchy Co., including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflects S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. METALICO INC: Reports $6.9 Million Net Loss for Third Quarter ------------------------------------------------------------- Metalico, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $6.90 million on $128.58 million of revenue for the three months ended Sept. 30, 2014, compared to a net loss of $27.65 million on $117.74 million of revenue for the same period a year ago. For the nine months ended Sept. 30, 2014, the Company reported a net loss attributable to the Company of $10.52 million on $372.99 million of revenue compared to a net loss attributable to the Company of $31.56 million on $348.26 million of revenue for the same period in 2013. As of Sept. 30, 2014, the Company had $294.46 million in total assets, $156.95 million in total liabilities and $137.51 million in total equity. Carlos E. Aguero, Metalico's president and chief executive officer, said, "Metalico delivered a solid operating performance in the third quarter of 2014. In particular, the Company benefitted from significantly increased non-ferrous shipment levels and continued strong control over metal purchases and overall expenses." He continued, "Including the Lead Fabricating segment, for the first nine months of 2014 Metalico generated adjusted EBITDA of $17.4 million compared with $14.8 million in the prior year period. Additionally, third quarter operating income, inclusive of the Lead Fabricating segment, increased 78% to $3.2 million from $1.8 million in the prior year quarter." A full-text copy of the Form 10-Q is available for free at: http://is.gd/4Wb7rp 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. MGM RESORTS: S&P Assigns 'B+' Rating on $1BB Sr. Unsecured Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B+' issue-level rating and '4' recovery rating to Las Vegas-based MGM Resorts International's proposed $1 billion senior unsecured notes due 2023. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%) for lenders in the event of a payment default. MGM plans to use the note proceeds for general corporate purposes, including repaying debt maturing in 2015 and funding a portion of the capital spending related to its Massachusetts and Maryland resort projects. S&P's other ratings on MGM, including the 'B+' corporate credit rating, remain unchanged. The rating outlook is stable. S&P's corporate credit rating on MGM reflects a consolidated view of the company, including MGM China. S&P considers MGM China to be a "core" entity because S&P believes it is integral to MGM's identity and future strategy, and it is unlikely to be sold. MGM China operates in the same line of business as MGM, shares a common brand, and represents a growth vehicle for further international developments, a key focus of the company. S&P believes MGM China is closely linked to MGM's reputation and brand. Additionally, MGM maintains a controlling ownership position and consolidates MGM China within its financial statements. MGM China also represents more than 33% of MGM's consolidated property-level EBITDA in the 12 months ended Sept. 30, 2014, which S&P believes is meaningful. Furthermore, MGM has the ability to extract meaningful cash flows from MGM China through its dividend policy. The rating outlook is stable. "We believe that MGM has good operating prospects in both Las Vegas and Macau, adequate liquidity to fund development spending, and the ability to bring leverage below 6x as new resort projects open, even though leverage will likely remain at around 6x through the end of 2015," said Standard & Poor's credit analyst Melissa Long. S&P is unlikely to consider an upgrade over the next year, given its expectation that consolidated debt to EBITDA will remain at around 6x through 2015 and given MGM's pipeline of development projects. S&P could consider an upgrade if it expected leverage to improve to below 5.5x and remain at that level over the long term, coupled with interest coverage close to 3x and FFO to debt approaching 12%. S&P could also consider an upgrade if it revises its business risk profile assessment upward and believes the company will maintain strong liquidity. For example, S&P could revise its assessment of the business risk profile to "satisfactory" from "fair" if the company's future development projects sufficiently increase its diversity and scale and reduce S&P's expectation for volatility over the economic cycle, which results from the company's concentration in the Las Vegas gaming market. S&P could lower the rating if performance trends in Las Vegas or Macau fail to meet S&P's expectations as a result of softening global or market-specific economic conditions in either of those markets or if increasing competition leads S&P to believe that the business does not compare favorably with others that have "fair" business risk profile assessments. S&P could also consider a downgrade if the company's pursuit of large development projects and the financing strategy for those projects result in leverage increasing meaningfully above S&P's expectations, causing leverage to spike above 6.5x or EBITDA coverage of interest to fall below 2x. MISSISSIPPI PHOSPHATES: 4 Parties Reply to DIP Financing Motion --------------------------------------------------------------- Several parties filed responses to Mississippi Phosphates Corporation, et al.'s motion, and revised proposed final order, to obtain postpetition financing and grant security interests and superpriority administrative expense status, grant priority status to Prepetition Lenders, authorize the use of cash collateral, and grant adequate protection. The responding parties and their responses are: -- the United States of America, on behalf of the Environmental Protection Agency, asks that the Debtors modify those provisions of the Interim Order that inappropriately sought to limit the environmental obligations of the Debtors under the law or that would provide a windfall to the Debtors' secured creditors, at the taxpayers' expense, should the Government needs to take action necessary to protect the public and the environment from harm; -- Hydrovac Industrial Services, Inc. is a creditor of the Debtors listed on the Debtors' List of 20 Largest Unsecured Creditors. Hydrovac objects to the entry of the Proposed Final Order to the extent that the Final Order grants the Debtors' Lender a lien, security interest or superpriority claim (i) to any avoidance actions of the Debtors or proceeds thereof, and (ii) that may affect any setoff or recoupment rights of unsecured creditors. -- Trammo, Inc., formerly known as Transammonia, Inc., contends that certain provisions of the Debtors' proposed Final Order should be modified or deleted because they are neither necessary nor appropriate, do not provide for adequate notice to key or all parties-in-interest, and are premature at this stage of the case; and -- the Mississippi Department of Environmental Quality, on behalf of the Mississippi Commission on Environmental Quality, believes that the budgeted costs for chemicals used to operate the Wastewater Treatment plant of the Proposed Final Order are inadequate to supply chemicals sufficient to run the plant at close to capacity or to treat wastewaters from areas of the facility other than Pond 6 (which has a lower concentration of hazardous constituents than other waters at the facility). MDEQ requests the Debtor address costs for chemicals in its budget. The EPA is represented by: Kenneth G. Long, Esq. ENVIRONMENTAL ENFORCEMENT SECTION ENVIRONMENT AND NATURAL RESOURCES DIVISION U.S. DEPARTMENT OF JUSTICE P.O. Box 7611 Washington, DC 20044-7611 Telephone: (202) 514-2840 Facsimile: (202) 616-6584 E-mail: kenneth.long@usdoj.gov Creditor Hydrovac Industrial Services, Inc. is represented by: James A. McCullough II, Esq. BRUNINI, GRANTHAM, GROWER & HEWES, PLLC The Pinnacle Building 190 East Capitol Street, Suite 100 Jackson, MS 39201 Telephone: (601) 948-3101 Telecopier: (601) 960-6902 E-mail: jmccullough@brunini.com Trammo, Inc., is represented by: James W. O'Mara, Esq. Jerome C. Hafter, Esq. Richard Montague, Esq. PHELPS DUNBAR LLP 4270 I-55 North Jackson, MS 39211 Telephone: (601) 352-2300 Facsimile: (601) 360-9777 E-mail: jim.omara@phelps.com jerome.hafter@phelps.com richard.montague@phelps.com The Mississippi Department of Environmental Quality is represented by: Roy Furrh, Esq. Theodore Lampton, Esq. Christopher Wells, Esq. MISSISSIPPI DEPARTMENT OF ENVIRONMENTAL QUALITY LEGAL DIVISION P.O. Box 2261 Jackson, MS 39225-2261 Telephone: (601) 961-5573 Facsimile: (601) 961-5349 E-mail: tlampton@mdeq.ms.gov rfurrh@mdeq.ms.gov cwells@mdeq.ms.gov About Mississippi Phosphates Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed as a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates estimated $100 million to $500 million in both assets and liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The U.S. Trustee for Region 5 has appointed seven creditors to serve in the official unsecured creditors committee in the Debtors' cases. * * * The meeting of creditors pursuant to Sec. 341(a) in the Debtors' cases is currently scheduled for Dec. 17, 2014, at 10:30 a.m., in Gulfport, Mississippi. MISSISSIPPI PHOSPHATES: Seeks OK of Procedures to Sell Assets ------------------------------------------------------------- Mississippi Phosphates Corporation, et al., ask the U.S. Bankruptcy Court for the Southern District of Mississippi to approve sales and bidding procedures in connection with the sale of all or substantially all of their assets, and to schedule an auction and sale hearing. The Debtors seek approval of the purchase agreement, and seek an order authorizing the sale free and clear of all liens, claims, encumbrances. In connection with the sale, the Debtors also seek approval of procedures governing assumption and assignment of certain executory contracts and unexpired leases. The Debtors further ask the Court to: -- schedule an auction to sell the Sellers Assets on or before March 6, 2015; -- schedule the final hearing to approve a sale of the Sellers Assets on or before March 13, 2015; -- approve the form and manner of notice of the proposed sale transactions, the Sales and Bidding Procedures, the Auction, and the Sale Hearing; -- enter the Sales and Bidding Procedures Order no later than December 11, 2014; -- set a Bid Deadline for February 27, 2015, at 5:00 p.m. (prevailing Central Time); The Debtors will determine which competing bids are Qualified Bids within two business days of a bid's submission, but not later than March 3, 2015, at 11:59 p.m. (prevailing Central Time). The Debtors will provide to each Qualified Bidder notice of the terms of the highest or otherwise best Qualified Bid or Qualified Bids received not later than March 3, 2015, at 11:59 p.m. (prevailing Central Time). In the event that there is more than one Qualified Bidder, the Debtors will conduct an auction beginning on March 6, 2015, at 9:30 a.m. The Final Hearing to approve the sale of the Sellers Assets to the Prevailing Purchaser is scheduled, subject to the Court's availability, on March 13, 2015. The Sale of Sellers Assets is to be closed and consummated on or before (x) March 31, 2015, if a waiver of the stay is obtained, or (y) on or before April 10, 2015, if the waiver is not obtained. About Mississippi Phosphates Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed as a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates estimated $100 million to $500 million in both assets and liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The U.S. Trustee for Region 5 has appointed seven creditors to serve in the official unsecured creditors committee in the Debtors' cases. * * * The meeting of creditors pursuant to Sec. 341(a) in the Debtors' cases is currently scheduled for Dec. 17, 2014, at 10:30 a.m., in Gulfport, Mississippi. MOLYCORP INC: Signs Exchange Agreement With Noteholder ------------------------------------------------------ Molycorp, Inc., on Nov. 20, 2014, entered into an exchange agreement with a holder of the Company's 6.00% convertible senior notes due 2017 and 5.50% convertible senior notes due 2018 pursuant to which that holder agreed to exchange $27 million in aggregate principal amount of the 2017 Notes and $11 million in aggregate principal amount of the 2018 Notes for up to a maximum of 15,056,603 shares, but not less than 11,239,436 shares, of the Company's common stock, par value $0.001 per share. The Company will also pay the holder accrued but unpaid interest through the date of completion of the exchange in cash. The aggregate amount of shares of Common Stock to be issued in the exchange will have an agreed-upon value of $15,960,000. The actual number of shares of Common Stock to be issued in the exchange is based on a seven- day volume-weighted average price per share of the Common Stock for the period ending Dec. 2, 2014, subject to an agreed per share floor and cap price. About Molycorp Molycorp -- http://www.molycorp.com-- produces a wide variety of specialized products from 13 different rare earths (lights, mids and heavies), the transition metal yttrium, and five rare metals (gallium, indium, rhenium, tantalum and niobium). With 26 locations across 11 countries, Molycorp also produces rare earth magnetic materials through its Molycorp Magnequench subsidiary, including neodymium-iron-boron ("NdFeB") magnet powders, used to manufacture bonded NdFeB permanent rare earth magnets. Through its joint venture with Daido Steel and the Mitsubishi Corporation, Molycorp manufactures next-generation, sintered NdFeB permanent rare earth magnets. The Company also markets and sells a line of rare earth-based water treatment products. The Company's balance sheet at Sept. 30, 2014, showed $2.96 billion in total assets, $1.83 billion in total liabilities and $1.12 billion in total stockholders' equity. * * * As reported by the TCR on June 23, 2014, Moody's Investors Service downgraded the corporate family rating (CFR) of Molycorp, Inc. to Caa2 from Caa1. The downgrade reflects continued weakness in rare earths pricing environment, ongoing negative free cash flows, weak liquidity and high leverage. In July, 2014, Standard & Poor's Rating Services lowered its corporate credit rating on Greenwood Village, Colo.-based Molycorp Inc. to 'CCC' from 'CCC+. The downgrade reflects S&P's view of the company's deteriorating liquidity position. MONARCH COMMUNITY: Posts $22,000 Net Income in Third Quarter ------------------------------------------------------------ Monarch Community Bancorp, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income available to common stock of $22,000 on $1.89 million of total interest income for the three months ended Sept. 30, 2014, compared to a net loss available to common stock of $754,000 on $1.83 million of total interest income for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported net income available to common stock of $87,000 on $5.64 million of total interest income compared to a net loss available to common stock of $2.11 million on $5.62 million of total interest income for the same period during the prior year. As of Sept. 30, 2014, the Company had $176.88 million in total assets, $156.89 million in total liabilities and $19.98 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/ppHYHd About Monarch Community Coldwater, Michigan-based Monarch Community Bancorp, Inc., was incorporated in March 2002 under Maryland law to hold all of the common stock of Monarch Community Bank, formerly known as Branch County Federal Savings and Loan Association. The Bank converted to a stock savings institution effective Aug. 29, 2002. In connection with the conversion, the Company sold 2,314,375 shares of its common stock in a subscription offering. Monarch Community reported a net loss available to common stockholders of $2.55 million in 2013, a net loss available to common stockholders of $741,000 in 2012 and a net loss of $353,000 in 2011. MORTGAGE GUARANTY: S&P Hikes LT Counterparty Credit Rating to BB+ ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its financial strength and long-term counterparty credit ratings on Mortgage Guaranty Insurance Corp. (MGIC) and MGIC Indemnity Co. (MIC) to 'BB+' from 'BB'. At the same time, S&P raised its unsolicited senior unsecured debt issue and counterparty credit rating on MGIC Investment Corp. to 'B+', and S&P's junior subordinated debt rating on MGIC Investment to 'B-'. The outlook is stable. "The upgrade is based on our view that MGIC will continue to benefit from improving earnings and sustain its competitive profile versus peers with higher profitability based on its insurance premium offering," said Standard & Poor's credit analyst Marc Cohen. S&P's positive view of MGIC's capital adequacy based on its analysis of its performing portfolio characteristics and its reinsurance coverage also supports the rating actions. The current rating reflects S&P's positive view of MGIC's prospective operating earnings based on fewer new notices of delinquency, a lower delinquency inventory, and the significant decline in its overall delinquency-to-claim performance ratio to less than 15% (i.e., higher cure rates on new and previous delinquencies). The improved insured mortgage portfolio and cure performance characteristics have helped sustained generally accepted accounting principles (GAAP) net earnings generation in each fiscal quarter since second-quarter 2013. S&P's current estimation of MGIC's future operating performance is focused on an expected decline in incurred losses in 2014 and 2015 with relatively stable new insurance written (NIW) and premium yield profiles. Macro growth in the private mortgage insurance market and MGIC's ability to maintain market share despite the entrance of new players would suggest higher operating income and internal capital generation capabilities. The stable outlook reflects the potential growth in NIW and its sustained market share position, continued improving operating performance, and improving capital adequacy based on retained earnings and legacy insured amortization. S&P could upgrade MGIC based on continued non-volatile positive earnings, an increase to its capital position based on retained earnings and other external capital-accretive initiatives, and progress toward a more conservative level of leverage. S&P could downgrade MGIC if it is unable to address its Private Mortgage Insurer Eligibility Requirements capital constraints; its operating performance significantly diverges from the trend toward stronger earnings that would support the rebuilding of capital; or the company experiences material reserve strengthening. S&P views this possibility as remote. N-VIRO INTERNATIONAL: Delays Form 10-Q for Third Quarter -------------------------------------------------------- N-Viro International 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 to complete the preparation of the financial statement within the required time period without unreasonable effort or expense, due to delays in gathering and the review of financial information needed to complete the preparation and inclusion of the required financial statement. About N-Viro International Toledo, Ohio-based N-Viro International Corporation owns and sometimes licenses various N-Viro processes and patented technologies to treat and recycle wastewater and other bio-organic wastes, utilizing certain alkaline and mineral by-products produced by the cement, lime, electrical generation and other industries. N-Viro International reported a net loss of $1.64 million on $3.37 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.63 million on $3.58 million of revenues during the prior year. The Company's balance sheet at June 30, 2014, showed $1.68 million in total assets, $2.66 million in total liabilities and a $983,587 total stockholders' deficit. UHY LLP, in Farmington Hills, 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, negative cash flow from operations and net working capital deficiency raise substantial doubt about its ability to continue as a going concern. NAARTJIE CUSTOM: Court Approves Bidding Procedures and Auction -------------------------------------------------------------- Judge William T. Thurman of the U.S. Bankruptcy Court for the District of Utah granted Naartjie Custom Kids, Inc.'s motion for entry of an order authorizing and approving bidding procedures and related auction, authorizing the Debtor to provide bid protections to a stalking horse bidder, and scheduling a sale hearing and approving notice. The Court scheduled a hearing for November 25, 2014, at 2:00 p.m., to approve the sale of the Assets and approving notice thereof. Objections, if any, to the Sale must be filed by November 24. All objections to the Motion with respect to the Bidding Procedures that have not been withdrawn, waived or settled as announced at the Bidding Procedures Hearing, are resolved as provided in the Order. The Court authorized the Debtor to negotiate and enter into an agreement for Bid Protections and a Stalking Horse Agreement with a Stalking Horse, after consultation with the Official Committee of Unsecured Creditors, which may include expense reimbursement and a break-up fee in a total amount up to 5.0% of the total purchase price for the Assets. The Debtor is authorized to conduct the Auction with respect to all or some of the Assets, including the Intellectual Property, the Debtor's stock in ZA One, any claims against ZA One, or other alternative sale structure for the Debtor's interests in ZA One, including the exercise of its shareholder rights in ZA One to facilitate the sale of ZA One's assets and liabilities). The Auction, if any, would be conducted on November 24, 2014, at 10:00 a.m. (prevailing Mountain Time), or at other place and time or later date as determined by the Debtor. About Naartjie Custom Kids Naartjie Custom Kids, Inc., which designs, manufactures and sells children's clothing, accessories and footwear for ages newborn through 10 years old, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14- 29666). The case is assigned to Judge William T. Thurman. The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M. Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP as its counsel. Ray Quinney & Nebeker P.C. serves as local counsel. FTI Consulting, Inc. serves as its financial advisor. NAARTJIE CUSTOM: Bonnie Glantz Named as Consumer Privacy Ombudsman ------------------------------------------------------------------ Bankruptcy Judge William T. Thurman for the District of Utah approved the motion filed by U.S. Trustee Patrick S. Layng to establish Bonnie Glantz Fatell as consumer privacy ombudsman in the bankruptcy case of Naartjie Custom Kids, Inc. Bonnie Glantz Fatell has executed an Acceptance of Appointment and Verified Statement. U.S. Trustee Patrick S. Layng is represented by John T. Morgan, Esq. -- John.T.Morgan@usdoj.gov -- and Peter J. Kuhn, Esq. -- Peter.J.Kuhn@usdoj.gov -- of the U.S. Department of Justice in Salt Lake City, Utah. About Naartjie Custom Kids Naartjie Custom Kids, Inc., which designs, manufactures and sells children's clothing, accessories and footwear for ages newborn through 10 years old, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14- 29666). The case is assigned to Judge William T. Thurman. The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M. Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP as its counsel. Ray Quinney & Nebeker P.C. serves as local counsel. FTI Consulting, Inc. serves as its financial advisor. NAKED BRAND: Introduces New Visual Brand Identity ------------------------------------------------- Naked Brand Group, Inc., introduced the Company's new visual brand identity as part of its launch of a new corporate Web site www.nakedbrands.com. Naked's new logo and brand identity will serve as the basis of a completely new branding, packaging, marketing, advertising and social media campaign to be launched during the first quarter of 2015 along with expanded men's collections, announced Carole Hochman, CEO and Chief Creative Officer, who joined the executive leadership team in June 2014. "Our exciting new brand visual identity marks a key next step in our overall strategy to build Naked into the global lifestyle brand we envision for men and women," says Carole Hochman. "We are delighted to share a glimpse of what our team has been so hard at work on and can't wait to unveil more in the months ahead." A presentation of Naked's new logo and brand visual identity are available for viewing at www.nakedbrands.com/brand. "Our new logo captures the essence of Naked's brand mission," said Joel Primus, founder and president of Naked. "We want to empower people in their daily lives by giving them vital apparel that perfectly blends form and function to help them feel, look and perform at their best. Our new branding will help us deliver this message to existing and new customers alike." The design and development of Naked's new logo and brand identity was spearheaded by Case Study Brands in Greenwich, CT. Case Study Brands, http://casestudybrands.com,led by co-founders Sara Allard and Nicole Enslein, was retained as Agency of Record during the Summer of 2014 and is responsible for driving the overall strategy for Naked's branding and marketing campaign. Case Study Brands is a full service marketing, communications, and design company dedicated to identifying the key insights that authentically connect brands with their target. The campaign, which will take effect early in 2015, will communicate Naked's new voice and visual identity through messaging and will include new product packaging, an entirely redesigned online store (www.thenakedshop.com), as well as innovative and targeted marketing, advertising, social media, and public relations initiatives. "The inspiration behind Naked's new branding is to mirror the incredible design and experience of wearing Naked. The logo had to embrace the same elegance of the product where form meets function seamlessly," says Sara Allard Co-Founder of Case Study Brands. "Our extensive research offered tremendous insight into Naked's loyal customer base and helped inform the strategic direction. As we move forward we will create marketing and advertising for Naked, which will help build awareness and achieve rapid growth," says Nicole Enslein co-founder of Case Study Brands. Working closely with Case Study Brands on Naked's campaign is Naked's newly engaged public relations firm, The Bromley Group. Recently retained by Naked as agency of record for public relations, social media and events, The Bromley Group is comprised of PR and brand-building specialists, with more than 25 years of experience in the intimate apparel and accessory sectors. The award-winning agency has partnered with some of the fashion world's most recognizable brands to strategize and implement programs that transitioned them into household status. "The Bromley Group is thrilled to be a part of this exciting brand, which is backed by a roster of proven players within the industry. Carole Hochman is already a star in women's sleepwear and intimates and is clearly bringing her talent, credibility and trusted reputation into action to make Naked a big success," said Karen Bromley, principal of The Bromley Group. "The men's underwear category is one of the fastest growing sectors in the fashion market and we couldn't be more excited to get started with the Naked team to create a highly engaging and interactive experience for the members of the trade, financial community, and most importantly, Naked's target consumers." 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. NEW LOUISIANA: Committee Wants Reconsideration of Financing Order ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of New Louisiana Holdings, LLC, et al., asked the Bankruptcy Court to reconsider the final order authorizing and approving (a) debtor-in-possession financing; and (b) the use of cash collateral. The Committee is seeking modification to the order to protect the interests of creditors and to prevent potential overreaching by the Debtors' insiders who also own and control the DIP lender. The Committee explained that it is unclear whether an investigation was conducted by any independent party-in-interest with respect to the relief requested in the financing orders. As reported in the Troubled Company Reporter on Oct. 23, 2014, the Hon. Robert Summerhays issued a final order authorizing CHC-CLP Operator Holding, LLC, CHC-SPC Operator, Inc., SA- Lakeland, LLC, SA-Clewiston, LLC and SA-St. Petersburg, LLC -- collectively, the "Palm Terrace" Debtors -- to obtain senior secured, postpetition financing from SA Mezz Holdings LLC. Judge Summerhays also authorized the "Palm Terrace" Debtors to use cash collateral securing their indebtedness owing to pre- bankruptcy lender Pacific Western Bank from Oct. 6, 2014, to Nov. 28, 2014, pursuant to the budget. The "Palm Terrace" Debtors told the Court that they will use the proceeds of advances, subject to a cash collateral budget, solely to pay: a) payroll and related expenses approved by lender in its reasonable discretion and by the Bankruptcy Court; b) deposits to utilities approved by lender in its reasonable discretion and by the Bankruptcy Court c) critical vendors approved by lender in its reasonable discretion and by the Bankruptcy Court; d) working capital reasonable and necessary for operation of the "Palm Terrace" Debtors' business and preservation and enhancement of the Collateral and meeting the "Palm Terrace" Debtors' obligations and responsibilities under Bankruptcy Court orders and contracts; e) amounts necessary to cure executory contracts assumed with the written consent of lender; f) with respect to final borrowing advances only, payment of the PacWest loan; g) the Carve-Out; h) principal, interest and fees on the DIP facility; i) payment of Bankruptcy fees; and j) subject to the limitations set forth in the agreement and the DIP facility Orders, expenses of the administration of the Chapter 11 Cases -- including the payment of professional fees and costs, and United States Trustee fees. Under the agreement, the "Palm Terrace" Debtors unconditionally promised to pay the lender the DIP obligations, including the outstanding principal amount of all advances, accrued and unpaid interest and fees thereon, costs and expenses, and bankruptcy fees as and when due. The lender will make advances to borrowers up to: i) upon entry of the interim order: a) in the aggregate amount not to exceed $600,000; b) the additional amount as may be agreed to by the lender in writing; or c) the other sum as is approved by the Bankruptcy Court on an interim basis with the written consent of the lender; and ii) upon entry of the final order: a) in the aggregate amount not to exceed $2,400,000; b) such additional amount as may be agreed to by the lender in writing; or c) such other sum as is approved by the Bankruptcy Court with the written consent of the lender on a final basis. The agreement stated that the DIP facility is not a revolving loan, and any advances made by lender will reduce the remaining amount available for interim borrowing advances and final borrowing advances, as applicable, by the amount of such advances. As reported in the Troubled Company Reporter on Sept. 25, 2014, the final advances will be used to: a) supplement the Debtor's use of cash collateral and solely be used to pay payroll and related expenses, make critical vendor payments, fund working capital requirements and fund deposits to utilities; and b) pay in full all obligations due to Pacific Western Bank on account of any prepetition loans and other extension of credit under the certain revolving credit and security agreement as of Nov. 25, 2008 between the borrowers and Pacific Western, successor by merger to Capital Source Bank: i) in the aggregate amount not to exceed $2,400,000; ii) additional amount may be agreed to by the lender in writing; or iii) other sum as approved by the Court on an interim basis with the written consent of the lender. Pursuant to a prepetition credit agreement, PacWest agreed to provide the Debtors with a revolving credit facility in a maximum principal amount at any time outstanding of up to $3,000,000. According to the TCR, as of the bankruptcy filing date, the Debtors were indebted to Pacific Western in the approximate aggregate principal amount of $2,028,985. Interest on the DIP facility will be payable in cash at the end of each month in arrears at 4.5% per annum. During the continuance of an even of default, the interest rates applicable to all advances under the DIP facility will be increased by 2% per annum, but such increased rate will not be considered compensation for or prevent the exercise by lender of any remedies. The lender's liens on the collateral and the lender's administrative claims provided for herein shall be subject to a carve-out in an amount not to exceed: i) fees and any fees payable to the clerk of the Bankruptcy Court that are due upon the occurrence of an event of default; ii) fees and expenses due to professionals employed by the "Palm Terrace" Debtors, for services rendered as Borrowers and Chapter 11 debtors in possession that are due upon the occurrence of an event of default in an amount not to exceed $100,000; and iii) fees and expenses to professionals employed by the Committee for services rendered while the "Palm Terrace" Debtors, are Chapter 11 debtors in possession that are due upon the occurrence of an event of default in an amount not to exceed $25,000. The Debtors said the lender will receive a fully perfected security interest in all prepetition and postpetition assets of all the Debtors. A full-text copy of the DIP loan and security agreement is available for free at http://is.gd/TuL4l8 A full-text copy of the cash collateral budget is available for free at http://is.gd/mdHxx1 About New Louisiana Holdings New Louisiana Holdings LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on June 25, 2014. Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010 Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853), Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854), Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855), Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant, LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St. Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village 5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy petitions on July 16, 2014. Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC (Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14- 50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14- 50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St. Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No. 14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14- 50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed separate Chapter 11 bankruptcy petitions on July 28, 2014. Four more affiliates of New Louisiana -- CHC-CLP Operator Holding LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14- 51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC (Case No. 14-51103) -- that operate skilled nursing facilities located in Lakeland, Clewiston and St. Peterburg, Florida, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 3, 2014. The Chapter 11 cases are jointly consolidated with New Louisiana's Chapter 11 case at Case No. 14-50756 before Judge Robert Summerhays of the United States Bankruptcy Court for the Western District of Louisiana (Lafayette). The Debtors are represented by Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, in Dallas, Texas. The U.S. Trustee for Region 5 on Oct. 3 appointed three creditors of New Louisiana Holdings, LLC to serve on the official committee of unsecured creditors. NEW LOUISIANA: Wants Neligan Foley as Counsel for New Debtors ------------------------------------------------------------- New Louisiana Holdings, LLC, et al., in a second amended motion, ask the Bankruptcy Court for permission to employ Neligan Foley LLP as counsel for the New Debtors, namely: 1. Cypress Health Care Management, LLC, Cypress Health Care Holdings, LLC (Cypress Debtors); 2. SA-St. Petersburg, LLC, SA-Clewiston, LLC, SA-Lakeland, LLC, CHC-CLP Operator Holdings, LLC, and CHC-SPC Operator, Inc. (Palm Terrace Debtors); and 3. SA-GA Operator Holdings, LLC, CHC-Carrollton Nursing & Rehab Ctr., LLC, CHC-Cedar Ridge Nursing & Rehab Ctr, LLC, CHC-Chestnut Ridge Nursing & Ctr, LLC, CHC-Haralson Nursing & Rehab Ctr, LLC, CHC-Hart Care Ctr, LLC, CHC-Pine Knoll Nursing & Rehab Ctr, LLC, CHC-Roswell Nursing & Rehab Ctr, LLC, and CHC-Woodstock Nursing & Rehab Ctr, LLC (collectively the Georgia Debtors). According to the Debtors, Neligan received these retainers: i) Prior to the Louisiana Debtors' Petition Dates, the Louisiana Debtors paid Neligan Foley an aggregate retainer of $260,000. As of the Louisiana Debtors' Petition Dates, Neligan Foley is holding a retainer of $120,000 in connection with the Louisiana Debtors. ii) On July 28, 2014, Palm Garden Debtors paid Neligan a retainer of $100,000. The firm continues to hold $50,000 retainer after application of prepetition fees. iii) On Aug. 26, Cypress Health Care management, LLC and Cypress Health Care Holding, LLC paid Neligan a retainer of $15,000. The firm continues to hold $7,5000 retainer after application of prepetition fees. iv) On Sept. 3, SA-St. Petersburg, LLC. et al., paid Neligan a retainer of $350,000. The firm continues to hold $250,000 retainer after application of prepetition fees. v) On Oct. 14, the Georgia Debtors paid Neligan $100,000 retainer. The firm continues to hold $40,000 retainer after application of prepetition fees. The hourly rates of Neligan's personnel are: Partners $395 - $975 Paralegal and Associates $130 - $350 To the best of the Debtors' knowledge, Neligan is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. On Oct. 22, Bankruptcy Judge Robert Summerhays entered a final order authorizing the employment of Patrick J. Neligan, Jr. and the Law Firm of Neligan, Foley, LLP as counsel. About New Louisiana Holdings New Louisiana Holdings LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on June 25, 2014. Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010 Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853), Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854), Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855), Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant, LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St. Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village 5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy petitions on July 16, 2014. Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC (Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14- 50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14- 50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St. Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No. 14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14- 50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed separate Chapter 11 bankruptcy petitions on July 28, 2014. Four more affiliates of New Louisiana -- CHC-CLP Operator Holding LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14- 51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC (Case No. 14-51103) -- that operate skilled nursing facilities located in Lakeland, Clewiston and St. Peterburg, Florida, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 3, 2014. The Chapter 11 cases are jointly consolidated with New Louisiana's Chapter 11 case at Case No. 14-50756 before Judge Robert Summerhays of the United States Bankruptcy Court for the Western District of Louisiana (Lafayette). The Debtors are represented by Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, in Dallas, Texas. The U.S. Trustee for Region 5 on Oct. 3 appointed three creditors of New Louisiana Holdings, LLC to serve on the official committee of unsecured creditors. NII HOLDINGS: Hires Togut Firm as Conflicts Counsel --------------------------------------------------- NII Holdings, Inc. and its debtor-affiliates seek authorization from the Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York to employ Togut, Segal & Segal LLP as conflicts counsel for NII Holdings, Inc. -- Parent Debtor -- nunc pro tunc to Oct. 23, 2014. Subject to the Court's approval of the engagement, the Togut Firm will have responsibility for rendering professional services to the Parent Debtor delegated to them by the Parent Debtor where Jones Day has an actual or potential conflict, including: (a) addressing matters with regard to one or more executory contracts with Qualcomm, Inc.; (b) addressing such other matters with regard to other Conflict Matters as may be assigned to the Togut Firm by the Parent Debtor and to perform such other discrete duties as assigned by Jones Day to the Togut Firm; and (c) performing all necessary legal services relating to the foregoing, including (i) preparing motions, applications, answers, orders, appeals, reports and papers; (ii) attending meetings and negotiating with representatives of creditors and other parties in interest; (iii) advising the Parent Debtor; and (iv) appearing before the Court, any appellate courts and the U.S. Trustee, and protecting the interests of the Parent Debtor's estate before those Courts and the U.S. Trustee. Togut Firm will be paid at these hourly rates: Albert Togut, Esq. $935 Jeffrey R. Gleit, Esq. $705 Counsel $585-$645 Associates $205-$585 Paraprofessionals/ Law Clerks $145-$295 Togut Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey R. Gleit, member of Togut Firm, 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. As required by the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. Sec. 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013, the Togut Firm attested that: (a) The Togut Firm did not represent the Parent Debtor prior to the commencement of these Chapter 11 Cases; and (b) The Parent Debtor and the Togut Firm recognize that in the course of large chapter 11 cases such as these, it is possible that there may be a number of conflict matters that will need to be addressed by the Parent Debtor and the Togut Firm. As these Chapter 11 Cases continue to develop, the Parent Debtor and the Togut Firm will work together to develop a budget and staffing plan as needed. In particular, the Parent Debtor and the Togut Firm will develop a budget and staffing plan for the matter presently identified involving Qualcomm, Inc., and if any other conflict or "efficiency" counsel matters arise, the Parent Debtor and the Togut Firm will develop a budget and staffing plan for such matters. Togut Firm can be reached at: Jeffrey Gleit, Esq. TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, NY 10119 Tel: (212) 594-5000 Fax: (212) 967-4258 E-mail: jgleit@teamtogut.com About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. Kramer Levin Naftalis & Frankel LLP serves as lead counsel to the Creditors Committee, while FTI Consulting, Inc., acts its financial advisor. NII HOLDINGS: Court Fixes Dec. 23 as Claims Filing Deadline ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has established Dec. 23, 2014, as the deadline for all persons and entities holding or asserting a claim against NII Holdings Inc. and its debtor affiliates to file formal proofs of claim in the Debtors' cases. Governmental entities have until April 6, 2015 to file proofs of claim in the Debtors' cases. About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Chapter 11 cases are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 2 initially named five creditors of NII Holdings to serve on the official committee of unsecured creditors. The panel composition was later amended to add 2 more creditors. Kramer Levin Naftalis & Frankel LLP serves as lead counsel to the Creditors Committee, while FTI Consulting, Inc., acts its financial advisor. NII HOLDINGS: Reaches Agreement with Major Stakeholders ------------------------------------------------------- NII Holdings, Inc. on Nov. 24 disclosed that the Company and twelve of its wholly-owned subsidiaries, which previously sought bankruptcy protection, have reached an agreement with their major stakeholders, including their two largest creditors and the official committee of unsecured creditors, on the material terms of a reorganization plan to be implemented in their chapter 11 cases pending in the U.S. Bankruptcy Court for the Southern District of New York following negotiations between and among the Company and such stakeholders. As described in more detail in a restructuring term sheet included in the Company's current report on Form 8-K filed with the Securities and Exchange Commission today, the reorganization plan will: strengthen the Company's balance sheet by converting $4.35 billion of the Company's unsecured notes into equity interests in the reorganized Company; enhance the reorganized Company's liquidity by providing $500 million of new capital through a fully backstopped $250 million rights offering of the reorganized Company's stock that will be made available on a pro rata basis to holders of the Company's senior notes and an additional $250 million of exit financing in the form of debt; and implement a global settlement of all claims related to certain complex intercompany and inter-creditor disputes. "After months of hard work, we are pleased to announce an agreement on the key terms of a reorganization plan that provides a path for the Company to emerge from bankruptcy in a healthy financial position to effectively compete in the wireless marketplace," said Steve Shindler, NII Holdings' chief executive officer. "This deal is an important step in the process and allows us to move forward and present our reorganization plan to the court for its approval." The Company and its major stakeholders have also entered into a restructuring support agreement in which the parties agree to take actions to implement and support the reorganization plan contemplated by the restructuring term sheet. About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors have sought joint administration of their Chapter 11 cases. The Chapter 11 cases are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. NORTHERN BEEF: Settles WARN Action for $180K Cash, $1-MM in Claim ----------------------------------------------------------------- Northern Beef Packers Limited Partnership, Jorge Alvarado and the Official Committee of Unsecured Creditors jointly ask the Court to: -- approve their settlement agreement; -- certify a class of similarly situated former employees of the Debtor, excluding the Opt-Outs; -- approve the form and manner of notice to Class Members; -- schedule a fairness hearing to consider final approval of the Settlement Agreement; and -- after the Fairness Hearing, finally approve the Settlement Agreement. Mr. Alvarado, who was laid off in July 2013, filed an adversary proceeding captioned Jorge Alvarado, individually and on behalf of all similarly situated former employees v. Northern Beef Packers Limited Partnership, Adv. Pro. No. 13-01013. He asserted various claims under the Worker Adjustment and Retraining Notification Act and state wage payment laws. He also asserted that the WARN Claims were entitled to priority, pursuant to the Bankruptcy Code. The Settlement Agreement provides for the settlement of the WARN Claims and contemplates that the WARN Claimants will receive a settlement payment of $180,000 in cash and an allowed general unsecured class claim amounting to $1 million in exchange for the dismissal of the WARN Action. The Plaintiff is represented by: Nichole J. Mohning, Esq. CUTLER & DONAHOE, LLP 100 N. Phillips Ave., 9th Floor Sioux Falls, SD 57101-1400 Telephone: (605) 335-4950 Facsimile: (605) 335-4961 E-mail: nicholer@cutlerlawfirm.com - and - Charles A. Ercole, Esq. Sally E. Veghte, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, PA 19103 Telephone: (215) 569-2700 Facsimile: (215) 568-6603 E-mail: cercole@klehr.com sveghte@klehr.com About Northern Beef Packers Northern Beef Packers Limited Partnership, which operates a beef processing facility that opened in October 2012, filed for Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19, 2013. Karl Wagner signed the petition as chief financial officer. Judge Charles L. Nail, Jr., presides over the case. The Debtor estimated assets of at least $50 million and debts of at least $10 million. James M. Cremer, Esq., at Bantz, Gosch, & Cremer, L.L.C., serves at the Debtor's counsel. Steven H. Silton, Esq., at Cozen O'Connor serves as co-counsel. Lincoln Partners Advisors LLC serves as financial advisors. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors in the case. Robbins, Salomon & Patt, Ltd. serves as it lead counsel. Patrick T. Dougherty serves as its local counsel. OCEANSIDE MILE: Withdraws Motion to Use Cash Collateral ------------------------------------------------------- Oceanside Mile LLC filed a notice of withdrawal of its motion for use of cash collateral. The Debtor says that as a result of its payment in full of its secured obligation to First Citizens Bank & Trust Company, its motion for continued use of cash collateral has been taken off calendar as moot. About Oceanside Mile Oceanside Mile LLC owns the Seabonay Resort Hotel, a resort hotel located in an affluent area of Florida's Hillsboro Beach, which is perched on the Atlantic Ocean. The hotel is close to Fort Lauderdale and its suburbs; three miles south of Boca Raton, and a mile east of Deerfield Beach. The hotel has 81 rooms and total 1.29 acres. Oceanside Mile filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-35286) on Oct. 17, 2013. Arturo Rubinstein signed the petition as managing member. In its schedules, the Debtor disclosed $13,148,100 in total assets and $8,367,297 in total liabilities. Judge Barry Russell presides over the case. The Debtor is represented by Sandford L. Frey, Esq., Stuart I. Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. First-Citizens Bank & Trust Company is represented by Craig H. Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP, in Los Angeles, California. OUTLAW RIDGE: Wants to Enter into Escrow Agreement with Pasco, FL ----------------------------------------------------------------- Outlaw Ridge, Inc. and Outlaw Ridge, LLC, filed with the U.S. Bankruptcy Court an unopposed motion for authority to enter into Limerock Mining Escrow Agreement with Pasco County, Florida. The Debtor owns and operates a sand and limerock mine situated on approximately 94.5 acres in Pasco County, Florida. The Debtor holds a permit for the mining of sand and limerock at the Lago Verde Mine issued by the Pasco County Board of County Commissioners. Since the execution and approval of the mediation settlement agreement between the Debtor and Cadence Bank, N.A., the Debtor has been seeking financing in order to pay off Cadence Bank. The Debtor believes that establishing the Escrow Account will assist the Debtor in its negotiations with potential exit financing sources because having the Escrow Account in place makes it possible for the Lago Verde Mine to immediately begin limerock mining operations once Cadence Bank has been paid off or upon confirmation of a Chapter 11 that restructures the obligations to Cadence Bank. The Debtor will not begin limerock mining at this time but seeks to fund the Escrow Account to avoid any uncertainty among potential financing sources regarding the Debtor's ability to proceed with limerock mining at the Lago Verde Mine under the terms of the Permit. In furtherance thereof, the Debtor, Pasco County, and Shelly May Johnson, P.A. have negotiated the terms of the Escrow Agreement. Under the terms of the Escrow Agreement, the Debtor would nominally be paying $30,000 into the Escrow Account. However, because the Debtor's cash is subject to Cadence Bank's liens, the Debtor's principals, John Dalfino and John T. Steger, have agreed to fund the Escrow Agreement using personal, non-debtor funds. Both Mr. Dalfino and Mr. Steger have agreed that any moneys used to initially fund the Escrow Account would be contributed by them not as a loan to the Debtor, but solely as an accommodation so that it is unnecessary to use Cadence Bank's cash collateral for any purposes associated with the Escrow Agreement. About Outlaw Ridge Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco County, Florida. Outlaw Ridge, LLC, owns several parcels of property in Pasco County that is holding for residential development. The two entities are owned and controlled by John M. Dalfino and John T. Steger. Outlaw Ridge Inc. and Outlaw Ridge, LLC sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case Nos. 14-04400 and 14- 04401) on April 21, 2014, in Tampa, Florida. The Debtors are seeking joint administration of their Chapter 11 cases. Adam L Alpert, Esq., at Bush Ross P.A., in Tampa, serves as the Debtors' counsel. OR LLC disclosed $1.36 million in total assets and $2.97 million in liabilities while OR Inc. disclosed $15.4 million in total assets and $4.21 million in liabilities. OW BUNKER: US Units Want to Sell Over 150K Barrels of Oil --------------------------------------------------------- Erik Larson at Bloomberg News reports that OW Bunker A/S's U.S. units has asked for permission of the U.S. Bankruptcy Court for the District of Connecticut to sell more than 150,000 barrels of oil. According to a court filing by OW Bunker North America Inc. dated Nov. 18, 2014, the subsidiaries seek as much as $13.5 million by selling more than 27,000 metric tons of various grades of oil at the Royal Vopak NV (VPK) terminal in Los Angeles, plus lesser amounts stored in vessels offshore. OW Bunker said in the filing that the California oil must be sold quickly, at $350-to-$500 per metric ton, to avoid fluctuating oil prices and required storage costs of more than $300,000 a month. About OW Bunker OW Bunker A/S is a Danish shipping fuel provider. On Nov. 7, 2014, OW Bunker A/S, which went public in March, declared bankruptcy and reported two employees at its Singapore unit to the police following allegations of fraud. It owes 15 banks a total of about US$750 million. OW Bunker said on Nov. 5 it had lost US$275 million through a combination of fraud committed by senior executives at its Singapore office and poor risk management. Trading in its shares was suspended on Nov. 5 and the company said its banks had refused to provide more credit. OW Bunker's U.S. businesses, which opened in 2012 as part of its global expansion, filed for Chapter 11 bankrutpcy protection on Nov. 13, 2014, in theh U.S. Bankruptcy Court for the District of Connecticut. The U.S. subsidiaries have assets worth as much as US$50 million and debt of as much as US$100 million. PACIFIC SANDS: Incurs $456,000 Net Loss in Sept. 30 Quarter ----------------------------------------------------------- Pacific Sands, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $456,792 on $486,045 of net sales for the three months ended Sept. 30, 2014, compared to net income of $798 on $537,353 of net sales for the same period in 2013. As of Sept. 30, 2014, the Company had $1.26 million in total assets, $1.53 million in total liabilities and a $265,836 total stockholders' deficit. "The Company's ability to achieve its objectives is dependent on its ability to sustain and enhance its revenue stream and to continue to raise funds through loans, credit and the private placement of restricted securities until such time as the Company achieves profitability. To date, management has been successful in raising cash on an as-needed basis for the continued operations of the Company. There is no guarantee that management will be able to continue to raise needed cash in this fashion." A full-text copy of the Form 10-Q is available for free at: http://is.gd/XZZdtZ Based in Kenosha, Wisconsin, Pacific Sands, Inc. with the right to do business as Natural Water Technologies was incorporated in Nevada on July 7, 1994. Pacific Sands develops, manufactures, markets and sells a range of nontoxic, environmentally friendly cleaning and water-treatment products based on proprietary blended botanical, nontoxic and natural chemical technologies. The Company's products have applications ranging from water maintenance (spas, swimming pools, fountains, decorative ponds) to cleaning (nontoxic household and industrial) and pet care. Pacific Sands reported a net loss of $334,059 for the year ended June 30, 2014, compared to a net loss of $104,482 for the year ended June 30, 2013. Sassetti, LLC, in Oak Park, Illinois, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014, citing that the Company has a significant accumulated deficit which raises substantial doubt about the Company's ability to continue as a going concern. PARAGON OFFSHORE: S&P Lowers CCR to 'BB-'; Outlook Negative ----------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Paragon Offshore Ltd. to 'BB-' from 'BB'. The outlook is negative. S&P also lowered its issue-level ratings on the company's senior secured debt to 'BB+' from 'BBB-' and on its senior unsecured debt to 'B' from 'B+'. The downgrade reflects deteriorating financial measures stemming from the debt financing of the Prospector acquisition, combined with deteriorating market conditions, which S&P expects will materially weaken expected financial performance. In addition, the negative outlook reflects S&P's expectation of deterioration in market conditions as commodity prices weaken; continued oversupply in the offshore rig market; and S&P's assessment of a more aggressive financial policy, which could lead to further weakening in financial performance. "The negative outlook reflects our expectation that the oversupply in the offshore rig market will heighten competition and recontracting risk over the next two years, resulting in downward pressure on dayrates and utilization, particularly in the jack-up segment, where Paragon has a significant concentration," said Standard & Poor's credit analyst Susan Ding. S&P could revise its outlook to stable if the competitive landscape for the offshore drillers improved, or if Paragon were able to mitigate some of the recontracting risk while maintaining FFO to total debt comfortably above 30% and total debt to EBITDA below 3x. S&P would lower the ratings if the company's operating performance deteriorated as a result of lower revenues and EBITDA stemming from a softer-than-expected market for jack-ups, such that S&P expects FFO to total debt to decline to less than 20% and/or total debt to EBITDA exceeds 4x for a sustained period of time. PEOPLEWELL HR: Files for Chapter 11 in Tampa -------------------------------------------- Peoplewell HR Solutions, LLC, has filed for bankruptcy saying that it had $340 million in total assets against $1.36 million in total liabilities. The Debtor's business had not recorded any sales in the past three years, the Debtor has no real property, and the Debtor's checking account only contains $30 but the Debtor. Claims or counterclaims against Dr. Kiran Patel; Wizcraft USA; Wizcraft International Entertainment - Singapore Pte Ltd; Akarsh Kolaparth; and 7 M Tours, LLC totaling $340 million constitute the Debtor's lone significant asset. The Debtor's debt of $1,356,000 is all on account of unsecured claims. A copy of the schedules of assets and liabilities and statement of financial affairs, filed together with the petition, is available for free at http://bankrupt.com/misc/flmb14-13688.pdf Peoplewell HR Solutions, LLC, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 8:14-bk-13688) on Nov. 21, 2014, in Tampa, Florida. Buddy D. Ford, PA, serves as counsel to the Debtor. Chetan R. Shah, the manager, signed the petition. Shah filed her own bankruptcy case on Aug. 7, 2014, Case No. 14-09207, which is pending before Judge Catherine Peek McEwen. Related entities that sought bankruptcy protection also include Athenon CDK Corporation, Go Bollywood Tampa Bay Florida Convention, LLC, and Hillsdale Financial Synergy, LLC. According to a court filing, Peoplewell HR together with Chetan Sha, and Go Bollywood, have entered into a contingency agreement to prosecute an adversary proceeding against Dr. Kiran Patel. PEOPLEWELL HR: Proposes Buddy D. Ford as Bankruptcy Counsel ----------------------------------------------------------- Peoplewell HR Solutions, LLC, seeks approval from the Bankruptcy Court to employ the law firm of Buddy D. Ford, P.A., as counsel. The Debtor has agreed to compensate the firm on an hourly basis for services rendered at the standard hourly rates of the respective attorneys and paralegals, which rates range from $375 per hour for its most experienced attorneys to $10 for its most junior paraprofessionals. Prior to the Petition Date, the Debtor's principal, Shreya Patel, paid an advance fee of $3,000. The Debtor believes that the firm represents no interest adverse to the Debtor or the estate in the matters upon which it is to be engaged. About Peoplewell HR Solutions Peoplewell HR Solutions, LLC, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 8:14-bk-13688) on Nov. 21, 2014, in Tampa, Florida. The Debtor disclosed $340 million in assets and $1.36 million in debt. Chetan R. Shah, the manager, signed the petition. Shah filed her own bankruptcy case on Aug. 7, 2014, Case No. 14-09207, which is pending before Judge Catherine Peek McEwen. Related entities that sought bankruptcy protection also include Athenon CDK Corporation, Go Bollywood Tampa Bay Florida Convention, LLC, and Hillsdale Financial Synergy, LLC. PEOPLEWELL HR: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Peoplewell HR Solutions, LLC. 4001 W. Henry Ave. Tampa, FL 33614 Case No.: 14-13688 Chapter 11 Petition Date: November 21, 2014 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: 813-877-4669 Fax: 813-877-5543 Email: Buddy@tampaesq.com All@tampaesq.com Total Assets: $340 million Total Liabilities: $1.35 million The petition was signed by Chetan R. Shah, manager. List of Debtor's Three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Akarsh Kolaparth & 7M Tours, LLC Lawsuit $1,000,000 c/o Megha D. Bhouraskar PC 139 Fulton St., Ste. 902 New York, NY 10038 The McIntyre Law Firm Office Rental $48,000 6943 E. Fowler Avenue Tampa, FL 33617 Yuma Solutions, Inc. IT-Data Provider $8,000 P.O. Box 150075 Tampa, FL 33684 PLASTIC2OIL INC: Incurs $1.4 Million Net Loss in Third Quarter -------------------------------------------------------------- Plastic2Oil, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.41 million on $42,641 of total sales for the three months ended Sept. 30, 2014, compared to a net loss of $4.05 million on $302,275 of total sales for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $4.18 million on $67,714 of total sales compared to a net loss of $9.82 million on $548,988 of total sales for the same period last year. As of Sept. 30, 2014, the Company had $8.19 million in total assets, $6.99 million in total liabilities and $1.19 million in total stockholders' equity. As of Sept. 30, 2014, the Company had cash and cash equivalents of $20,391 on hand. A full-text copy of the Form 10-Q is available for free at: http://is.gd/CjSrX4 Plastic2Oil, Inc., formerly JBI Inc., is a North American fuel company that transforms unsorted, unwashed waste plastic into ultra-clean, ultra-low sulphur fuel without the need for refinement. The Company's Plastic2Oil (P2O) is a process designed to provide immediate economic benefit for industry, communities and government organizations with waste plastic recycling challenges. It is also focused on the creation of green employment opportunities and a reduction in the cost of plastic recycling programs for municipalities and business. The Company's fuel products include No. 6 Fuel, No. 2 Fuel (diesel, petroleum distillate), Naphtha, Petcoke (carbon black) and Off-Gases. No. 6 Fuel is heavy fuel used in industrial boilers and ships. No. 2 Fuel is a mid-range fuel known as furnace oil or diesel. Naphtha is a light fuel that is used as a cut feedstock for ethanol or as white gasoline in high and regular grade road certified fuels. PLUG POWER: Files Form 10-Q, Issues Bankruptcy Warning ------------------------------------------------------ Plug Power Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $9.37 million on $19.88 million of total revenue for the three months ended Sept. 30, 2014, compared to a net loss attributable to common shareholders of $15.94 million on $4.62 million of total revenue for the same period last year. For the nine months ended Sept. 30, 2014, the Company reported a net loss attributable to common shareholders of $81.46 million on $42.77 million of total revenue compared to a net loss attributable to common shareholders of $33.86 million on $18.56 million of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $211.80 million in total assets, $46.81 million in total liabilities, $1.15 million in redeemable preferred stock, and $163.84 million in total stockholders' equity. "Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, funding the growth in our GenKey "turn-key" solution which also includes the installation of our customer's hydrogen infrastructure as well as delivery of the hydrogen molecule, and continued development and expansion of our products. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and shipments; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and any new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection." A full-text copy of the Form 10-Q is available for free at: http://is.gd/YUrusF About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. Plug Power reported a net loss attributable to common shareholders of $62.79 million in 2013, a net loss of $31.86 million in 2012 and a net loss of $27.45 million in 2011. PREMIER TRANSFER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Premier Transfer and Storage, Inc. P.O. Box 10728 Blacksburg, VA 24062 Case No.: 14-71628 Chapter 11 Petition Date: November 21, 2014 Court: United States Bankruptcy Court Western District of Virginia (Roanoke) Judge: Hon. Rebecca B. Connelly Debtor's Counsel: Andrew S Goldstein, Esq. MAGEE GOLDSTEIN LASKY & SAYERS, P.C. P O Box 404 Roanoke, VA 24003 Tel: 540 343-9800 Email: agoldstein@mglspc.com - and - Garren R. Laymon, Esq. MAGEE GOLDSTEIN LASKY & SAYERS, PC P. O. Box 404 Roanoke, VA 24003 Tel: (540) 343-9800 Fax: (540) 343-9898 Email: glaymon@mglspc.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by John S. Phillips, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vawb14-71628.pdf REALOGY CORP: Issues $300 Million Senior Notes Due 2021 ------------------------------------------------------- Realogy Group LLC, together with Realogy Co-Issuer Corp., the Company's wholly-owned subsidiary, issued $300 million aggregate principal amount of 5.250% senior notes due 2021, under an indenture, dated as of Nov. 21, 2014, among the Company, Realogy Holdings Corp., an indirect parent of the Company, the Co-Issuer, the Note Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee for the Notes. The Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended, to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Company intends to use the net proceeds from the offering of the Notes of approximately $296 million, along with cash on hand, to redeem all of the $332 million aggregate outstanding principal amount of its 7.875% Senior Secured Notes due 2019 at a redemption price of 100% plus the applicable "make whole" premium, together with accrued and unpaid interest to the redemption date. The Notes are unsecured senior obligations of the Company and will mature on Dec. 1, 2021. The Notes bear interest at a rate of 5.250% per annum. Interest on the Notes will be payable semi-annually to holders of record at the close of business on May 15 or November 15 immediately preceding the interest payment date on June 1 and December 1 of each year, commencing June 1, 2015. On or after Dec. 1, 2017, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, at specified redemption prices, plus accrued and unpaid interest to the redemption date. In addition, prior to Dec. 1, 2017, the Company may redeem all or a portion of the Notes at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, plus a "make whole" premium. The Company may also redeem up to 40% of the aggregate principal amount of the Notes at any time and from time to time on or prior to Dec. 1, 2017, with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, plus accrued and unpaid interest, to the date of redemption. If the Company experiences certain kinds of changes in control, it must offer to purchase the Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest. If the Company sells certain assets, it must offer to repurchase the Notes at 100% of the principal amount, plus accrued and unpaid interest. Additional information regarding the transaction is available for free at http://is.gd/Yp5SMt About Realogy Corp. Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services with a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have around 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. Realogy Holdings Corp. and Realogy Group LLC reported net income of $443 million in 2013, a net loss of $540 million in 2012 and a net loss of $439 million in 2011. * * * In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service upgraded the corporate family rating of Realogy Group to B2 from B3. The upgrade to B2 CFR is driven by expectations for ongoing strong financial performance, supported by Realogy's recently-concluded debt and equity financing activities and a continuing recovery in the US existing home sale market. As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'B+' from 'B'. "The one notch upgrade in the corporate credit rating to 'B+' reflects an increase in our expectation for operating performance at Realogy in 2013, and S&P's expectation that total lease adjusted debt to EBITDA will improve to the low-6x area and funds from operations (FFO) to total adjusted debt will be improve to the high-single-digits percentage area in 2013, mostly due to EBITDA growth in the low- to mid-teens percentage area in 2013," S&P said. REGENT PARK: Case Summary & 13 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Regent Park Capital, LLC fka Pokorne Private Capital Group LLC 6500 Riverplace Boulevard, 7-250 Austin, TX 78730 Case No.: 14-11731 Chapter 11 Petition Date: November 21, 2014 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Hon. Tony M. Davis Debtor's Counsel: Rhonda Bear Mates, Esq. HUSCH BLACKWELL LLP 111 Congress Ave., Suite 1400 Austin, TX 78701 Tel: 512-479-9765 Fax: 512-481-4808 Email: rhonda.mates@huschblackwell.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lester N. Pokorne, managing member. List of Debtor's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Steven Schulz $983,010 6500 Riverplace Blvd., 7-250 Austin, TX 78730 Carol Ann Mateo $3,292 Kathy vasquez $2,821 Gladys Schulz $1,250 Altisource/Mortgage Builder $1,106 Pedro Bautista $961 Dominga Hurtado-Nava $858 Deshawn Crawford $470 Longhorn Crossing, LLC $230 Federal Express $22 Lester N. Pokome Unknown North Houston Beemer, LP Unknown Spring 45 LP Unknown REVEL AC: Deal to Sell to Brookfield at Risk -------------------------------------------- Tom Corrigan, writing for The Wall Street Journal, reported that a showdown between Atlantic City, N.J.'s shuttered Revel Casino Hotel and the bondholders behind its custom-built power plant is threatening to unravel a $110 million deal to sell the boardwalk resort to Canadian private-equity firm Brookfield Capital Partners LP. According to the Journal, Brookfield, which earlier this year won a bankruptcy auction to buy the property for $110 million, has informed Revel that it plans to pull out of the deal due to the bondholder's unwillingness to lower payments tied to the power plant's construction. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that in the course of asking court permission to terminate a license to use the Revel trademark, the casino said Brookfield won't be using the name when the property reopens. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13- 16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. RICEBRAN TECHNOLOGIES: Incurs $3.7 Million Net Loss in Q3 --------------------------------------------------------- RiceBran Technologies filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company's shareholders of $3.69 million on $10.41 million of revenues for the three months ended Sept. 30, 2014, compared to a net loss attributable to the Company's shareholders of $2.07 million on $8.72 million of revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss attributable to the Company's shareholders of $20.62 million on $29.43 million of revenues compared to a net loss attributable to the Company's shareholders of $9.85 million on $26.82 million of revenues for the same period last year. As of Sept. 30, 2014, the Company had $46.55 million in total assets, $29.91 million in total liabilities, $3.94 million in redeemable noncontrolling interest in Nutra SA, and $12.68 million in total equity attributable to the Company's shareholders. A full-text copy of the Form 10-Q is available for free at: http://is.gd/P5f5CC 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. ROCKWELL MEDICAL: Prices $58.5MM Public Offering of Common Stock ---------------------------------------------------------------- Rockwell Medical, Inc., a fully-integrated biopharmaceutical company targeting end-stage renal disease and chronic kidney disease with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis, announced that it has priced an underwritten public offering of 6,500,000 shares of its common stock at a price to the public of $9.00 per share for gross proceeds of $58.5 million. The net proceeds from the sale of the shares, after deducting the underwriters' discounts and other estimated offering expenses payable by Rockwell, will be approximately $54.7 million. Rockwell has also granted the underwriters a 30-day option to purchase up to an additional 975,000 shares of common stock offered in the public offering. The net proceeds of the offering will be used to repay outstanding secured indebtedness and for other general corporate purposes. The offering is expected to close on or about Nov. 25, 2014, subject to the satisfaction of customary closing conditions. BofA Merrill Lynch is acting as the sole book-running manager for the proposed offering. Stifel is acting as lead manager and Summer Street Research Partners, Craig-Hallum, Chardan Capital Markets, LLC, and LifeSci Capital are acting as co-managers. 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. RURAL/METRO CORP: Salem Replaces Co. With Falck Northwest --------------------------------------------------------- Joce DeWitt at Statesman Journal reports that Rural/Metro of Oregon Inc. has lost to Falck Northwest the contract to provide ambulance service in Salem, Oregon. Statesman Journal relates that out of three bidders, which included the Company, the city of Salem sent a letter of intent to award a contract to Falck Northwest. The report says that Falck Northwest would replace the Company, which has provided the service in Salem since 2005 and whose contract expires July 1, 2015. Statesman Journal relates that after the city issued its intent to award, the other companies had 10 days to protest the decision. The Company and the other bidder, American Medical Response (AMR), filed protests, the report says, citing Chief Mike Niblock of the Salem Fire Department "I would say (the announcement) was both a surprise and disappointment for us," Statesman Journal quoted Aaron Monnig, general manager of Rural/Metro Oregon Operations, as saying. The report says that the Company's officials believed their services have been meeting the city's standards. The Company wasn't given appropriate credit in the selection process, specifically in their pledge for capital investments, which amounted to $2.7 million, Statesman Journal reports, citing Mr. Monnig and Tom Milton, community relations director of the Company. "It appears they did not take into account our existing capital investments in the city over the past nine years," the report quoted Mr. Monnig as saying. According to Statesman Journal, the Company outlined a number of other concerns with the city's decision, including whether Falck Northwest has the type of experience needed to operate a 911 system of a similar size to Salem. The Company, Statesman Journal relates, added that the Company's 65 workers, who go to work for the new vendor, may receive reduced pay and benefits. Statesman Journal reports that AMR Northwest general manager Randy Lauer said, "We know that (Falck) didn't qualify -- they're not even certified in Oregon." Statesman Journal states that the city is supposed to respond to the letters of protest by the week of Dec. 8, 2014, and the contract will not be awarded until the protest process is resolved. About Rural/Metro Corp Headquartered in Scottsdale, Arizona, Rural/Metro Corporation -- http://www.ruralmetro.com-- is a national provider of 911- emergency and non-emergency interfacility ambulance services and private fire protection services, operating in 21 states and nearly 700 communities. Rural/Metro was acquired in 2011 in a leveraged buyout by Warburg Pincus LLC as part of a transaction valued at $676.5 million. Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District of Delaware. Debt includes $318.5 million on a secured term loan and $109 million on a revolving credit with Credit Suisse AG serving as agent. There is $312.2 million owing on two issues of 10.125 percent senior unsecured notes. The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq., Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie Farr & Gallagher LLP, in New York. Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' local Delaware counsel. Alvarez & Marsal Healthcare Industry Group, LLC, and FTI Consulting, Inc., are the Debtors' financial advisors, while Lazard Freres & Co. L.L.C. is their investment banker. Donlin, Recano & Company, Inc., is the Debtors' claims and noticing agent. The U.S. Trustee has appointed a three-member official committee of unsecured creditors in the Chapter 11 case. The Debtors have arranged $75 million of DIP financing from a group of prepetition lenders led by Credit Suisse AG. An interim order has allowed the Debtors to access $40 million of the DIP facility. The Debtors have filed a reorganization plan largely worked out before the Chapter 11 filing in early August. Existing shareholders receive nothing in the plan. The Company's debt includes $318.5 million on a secured term loan and $109 million on a revolving credit with Credit Suisse AG serving as agent. There is $312.2 million owing on two issues of 10.125 percent senior unsecured notes. Interested parties can also contact Rural/Metro's claims agent, Donlin, Recano & Company, Inc. directly by calling Rural/Metro's restructuring hotline at 212-771-1128. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is serving as investment banker, and Alvarez & Marsal and FTI Consulting, Inc. are serving as financial advisors to Rural/Metro. Rural/Metro won confirmation of its First Amended Joint Chapter 11 Plan of Reorganization on Dec. 17, 2013. The Plan was declared effective, and Rural/Metro and its affiliates emerged from bankruptcy protection on Dec. 31. The Plan enabled unsecured noteholders to become controlling stockholders. Unsecured noteholders owed $312.2 million took all the new preferred stock and 70 percent of the common stock in return for a $135 million equity contribution through a rights offering. SEA SHELL COLLECTIONS: Wants to Sell Real Property in Santa Rosa ---------------------------------------------------------------- Sea Shell Collections, LLC, asks the United States Bankruptcy Court for the Northern District of Florida to have an expedited hearing and to enter an order authorizing Sea Shell to sell, free and clear of all liens, claims, encumbrances and interests, all of Sea Shell's right, title and interest in and to the real property located at 850 Gulf Breeze Parkway, in Santa Rosa County, Florida, consisting of approximately 0.8 acres. Andrade Associates Limited Partnership is the proposed buyer. A portion of the first-priority mortgage of Stabilis Master Fund III, LLC will be paid at the closing of the transaction. The Property is being operated by a Panera Bread Company store. To date, $45,208 in back rent is being held by Panera and they are now ready to pay. The parties agree that upon the closing of the sale transaction, $23,850 will be paid to Durney Properties, a leasing agent; $11,925.00 will be paid to Trademark Properties, a leasing agent; and, $9,433.33 will be paid to Stabilis to be applied to the agreed upon pay-off of the Sea Shell debt. About Sea Shell Collections Sea Shell Collections, LLC, owner of a Publix-Anchored shopping Center development located in Gulf Breeze, Florida, at the northeast corner of Highway 98 and Daniel Drive, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 14-30813) on July 29, 2014. Judge William S. Shulman presides over the case. Helmsing, Leach, Herlong, Newman & Rouse, P.C., serves as the Debtor's counsel. The Debtor disclosed $23,354,955 in assets and $25,121,011 in liabilities in its schedules. SEA SHELL COLLECTIONS: Taps Marcus & Millichap as Brokers --------------------------------------------------------- Sea Shell Collections, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Florida to employ Marcus & Millichap Real Estate Investment Brokerage Company of Florida in connection with the sale of certain property located at 850 Gulf Breeze Parkway, Santa Rosa County, Florida. Marcus & Millichap's commission for the real property transaction will be 5% of the final purchase price. Marc E. Strauss, first vice president of Marcus & Millichap, 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. Marcus & Millichap can be reached at: Marc E. Strauss MARCUS & MILLICHAP REAL ESTATE INVESTMENT BROKERAGE COMPANY OF FLORIDA 5900 N. Andrews Ave., Suite 100 Ft. Lauderdale, FL 33309 Tel: (954) 245-3500 About Sea Shell Collections Sea Shell Collections, LLC, owner of a Publix-Anchored shopping Center development located in Gulf Breeze, Florida, at the northeast corner of Highway 98 and Daniel Drive, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 14-30813) on July 29, 2014. Judge William S. Shulman presides over the case. Helmsing, Leach, Herlong, Newman & Rouse, P.C., serves as the Debtor's counsel. The Debtor disclosed $23,354,955 in assets and $25,121,011 in liabilities in its schedules. SEARS HOLDINGS: Raised $625 Million From Rights Offering -------------------------------------------------------- Sears Holdings Corporation's previously-announced rights offering for units consisting of notes and warrants of the Company expired on Nov. 18, 2014. Pursuant to the Rights Offering, the Company raised gross proceeds of $625 million. In the Rights Offering, Sears Holdings distributed at no charge a total of 1,250,000 transferable rights to holders of record of its common stock. Each Right entitled a holder thereof to purchase, at the subscription price of $500, one (1) unit, consisting of (a) a 8% senior unsecured note due Dec. 15, 2019, in the principal amount of $500 and (b) 17.5994 warrants, with each Warrant entitling the holder thereof to purchase one share of Common Stock. A total of 1,250,000 Units were purchased (including 1,202,079 through the exercise of basic subscription rights and 47,921 through the exercise of oversubscription rights). Pursuant to the Rights Offering, on Nov. 21, 2014, the Company issued $625 million in aggregate principal amount of Notes and Warrants to purchase an aggregate of approximately 22 million shares of Common Stock at an exercise price of $28.41 per share, subject to adjustment as described in the Warrant Agreement. No fractional Warrants were issued. Notes On Nov. 21, 2014, the Company, as Issuer, and Computershare Trust Company, N.A, as Trustee, entered into an Indenture and Supplemental Indenture governing the terms of the Notes. On Nov. 21, 2014, the Company issued $625 million aggregate original principal amount of 8% senior unsecured notes due Dec. 15, 2019. The Notes are the unsecured and unsubordinated obligations of the Company and rank equal in right of payment with the existing and future unsecured and unsubordinated indebtedness of the Company. The Notes are not guaranteed. The Notes bear interest at a rate of 8.0% per annum. The Company will pay interest on the Notes semi-annually on June 15 and December 15 of each year, commencing on June 15, 2014. Warrants On Nov. 21, 2014, the Company issued an aggregate of approximately 22 million Warrants pursuant to the exercise of Rights in the Rights Offering under the terms of a Warrant Agreement by and between the Registrant and Computershare Inc. and Computershare Trust Company, N.A., together as Warrant Agent, dated as of Nov. 21, 2014. Each Warrant, when exercised, will entitle the holder thereof to purchase one share of the Company's Common Stock at an exercise price of $28.41 per share under the terms of the Warrant Agreement, which exercise price is payable in cash or by surrendering Notes with a principal amount at least equal to the exercise price. The exercise price and the number of shares of Common Stock issuable upon exercise of a Warrant are both subject to adjustment in certain circumstances. The Warrants may be exercised at any time after 5:00 p.m., New York City time on Nov. 24, 2014. Unless earlier exercised, the Warrants will expire on Dec. 15, 2019. About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.36 billion in 2013, a net loss of $930 million in 2012 and a net loss of $3.14 billion in 2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in total assets, $15.51 billion in total liabilities and $919 million in total equity. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to Caa1 from B3. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SEARS HOLDINGS: ESL Partners Reports 51.9% Stake as of Nov. 18 -------------------------------------------------------------- ESL Partners, L.P., disclosed in an amended regulatory filing with the U.S. Securities and Exchange Commission that as of Nov. 18, 2014, it beneficially owned 57,760,568 shares of common stock of Sears Holdings Corporation representing 51.9 percent of the shares outstanding. On Nov. 18, 2014, ESL Partners, L.P., CRK Partners, LLC, ESL Institutional Partners, L.P., and Edward S. Lampert purchased an aggregate of 563,089 Units from Sears Holdings pursuant to their exercise of Rights in connection with the NotesWarrants Offering. The Units are immediately severable into an aggregate of 563,089 Notes and 9,910,025 Warrants. In addition, on Nov. 18, 2014, in connection with the Notes Warrants Offering by Holdings to its stockholders, Partners and Mr. Lampert purchased an aggregate of 35,263 Units from Holdings pursuant to the over-subscription privileges associated with the Rights. The Units are immediately severable into an aggregate of 35,263 Notes and 620,608 Warrants. A full-text copy of the regulatory filing is available at: http://is.gd/bXxAJX 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. SHELBOURNE NORTH: Related Midwest Wants 10 Unsecured Claims Denied ------------------------------------------------------------------ Related Midwest LLC has asked a judge to deny 10 unsecured claims totaling more than $1.1 million against the Chicago Spire project. Unsecured claims on the project total $5.5 million. As reported by the Troubled Company Reporter on Nov. 7, 2014, David Lee Matthews at Chicagobusiness.com reported that Joseph D. Frank, Esq., who represents Chicago Spire developer Garrett Kelleher, confirmed that his client handed over the development site at 400 N. Lake Shore Drive to Related Midwest, after failing to make a required payment in October. Chicagobusiness.com relates that unsecured claims include those of: a. Chicago-based Knight Engineers & Architects, which claims $565,274; b. Canadian engineering firm Rowan Williams Davies and Irwin, which claims $396,750; and c. public relations firm Weber Shandwick, which claims $56,645.48. Chicagobusiness.com says that Related Midwest was scheduled to pay unsecured creditors between 58 and 77 percent of their claims, barring any other claims emerging, but the developer wants to dismiss the 10 claims, arguing that the creditors failed to prove the validity of working agreements with the venture that entered bankruptcy. The claims aren't secured by the property, the report adds. According to Chicagobusiness.com, some disputed claims have been settled, including a $4.8 million claim filed by architecture firm Perkins & Will. Perkins & Will, the report says, was allowed a claim of $1.38 million, but the final amount depends on how the bankruptcy proceeds. Chicagobusiness.com relates that architect Santiago Calatrava, who designed the unbuilt 2,000-foot Chicago Spire and whose fee is among the biggest bills left unpaid by Mr. Kelleher, won't receive much money. According to the report, it's unclear whether Mr. Kelleher paid Mr. Calatrava anything for his work on the Spire or whether the $11.3 million represents the architect's entire fee. The Calatrava venture did not file a claim in bankruptcy court, the report says. Court documents show that Mr. Calatrava's venture missed a two- year legal window to file a lawsuit to enforce its lien, which potentially could have secured the claim against the property, increasing the chances that Mr. Calatrava would have received a payout in a bankruptcy plan. About Shelbourne North Water Street A group of creditors filed an involuntary Chapter 11 petition against Chicago, Illinois-based Shelbourne North Water Street L.P. (Bankr. D. Del. Case No. 13-12652) on Oct. 10, 2013. The case is assigned to Judge Kevin J. Carey. The petitioners are represented by Zachary I Shapiro, Esq., and Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor consented on Nov. 8, 2013, to being in Chapter 11 reorganization. FrankGecker LLP represents the Debtor in its restructuring effort. SISTER 2 SISTER: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Sister 2 Sister, Inc. 2008 Enterprise Road Bowie, MD 20721 Case No.: 14-27944 Chapter 11 Petition Date: November 21, 2014 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Paul Mannes Debtor's Counsel: Douglas N. Gottron, Esq. MORRIS PALERM, LLC 416 Hungerford Drive, Suite 315 Rockville, MD 20850 Tel: (301) 424-6290 Fax: (301) 424-6294 Email: dgottron@morrispalerm.com Total Assets: $86,792 Total Liabilities: $1.66 million The petition was signed by Jameseeta Brown, majority shareholder. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb14-27944.pdf SONNEBORN HOLDINGS: S&P Rates Proposed 1st Lien Secured Debt 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' issue rating and '3' recovery rating to proposed first-lien senior secured debt being issued by subsidiaries of Sonneborn Holdings L.P. The '3' recovery rating indicates our expectation for meaningful(50% to 70%) recovery in the event of a payment default. All ratings on Sonneborn Holdings L.P. including the 'B' corporate credit rating remain unchanged. The outlook is stable. SEEGRID CORP: Creditor Seeks Confirmation Hearing Delay to 2015 --------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Seegrid Corp. former chief executive officer Anthony Horbal and related entities, as creditors, asked the bankruptcy court in Delaware to move the confirmation hearing, scheduled for Dec. 10, to January or February next year because it will be "heavily contested," involve expert witnesses on valuation and require substantial presentations of law and facts. According to the report, the Horbal group said its ability to prepare a case has been effectively rendered a "nullity" as the company hasn?t turned over documents as expeditiously as promised. About Seegrid Corporation Pittsburgh-based Seegrid Corporation is a developer of robotic vision-guided automated vehicles. It was founded in 2003 by two Carnegie Mellon University robotic scientists, Hans Moravec and Scott Friedman. Seegrid Corporation filed for Chapter 11 bankruptcy protection (Bank. D. Del. Case No. 14-12391) on Oct. 21, 2014, estimating its assets at $1 million to $10 million and its debt at $50 million to $100 million. The Hon. Brendan Linehan Shannon presides over the case. The petition was signed by David Hellman, president. The proposed first-lien debt consists of a $280 million term loan and $20 million and EUR8 million in revolving credit facilities. Borrowers on the euro facility will be Netherlands-based subsidiaries. The company will use proceeds from the proposed $280 million senior secured term loan to partly fund about $90 million in dividend and refinance existing debt. Standard & Poor's ratings on Sonneborn reflect S&P's assessment of the company's "weak" business risk profile, as a producer of niche, mainly hydrocarbon-based chemicals used globally in personal care products, food additives, and consumer goods. They also reflect a "highly leveraged" financial risk profile, attributable to ownership by private equity firm One Equity Partners. RATING LIST Sonneborn Holdings L.P. Corp credit rating B/Stable/-- New Rating Sonneborn LLC Sonneborn Refined Products BV Sonneborn Dutch Holdings BV $280 million proposed 1st-lien term loan B Recovery rating 3 $20 million revolv credit facility B Recovery rating 3 EUR8 million in revolv credit facility B Recovery rating 3 SPECIALTY HOSPITAL: General Claims Bar Date Fixed as Dec. 19 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Columbia entered a ruling on Specialty Hospital of America LLC's motion for (I) filing proofs of claim or interest and (II) rejection damages claims. Proof of claim by or behalf of any person or entity (except for the United States Department of Health and Human Services, including, without limitation, its Centers for Medicare and Medicaid Services (collectively, "HHS")) asserting a claim against the Debtors arising prior to May 21, 2014 must be filed, in writing, so that it is actually received by December 19, 2014 at 5:00 p.m. prevailing Pacific Time. This is referred to as the General Bar Date. For the avoidance of doubt, the General Bar Date applies to any claim against Specialty Hospital of Washington, LLC ("SHDC") arising on or after April 23, 2014 and prior to May 21, 2014 (the "GAP Period"). Any proof of claim by or on behalf of HHS relating to claims asserted against any Debtor on account of alleged Medicare overpayments arising prior to May 21, 2014 must be filed, in writing, so that it is actually received by March 31, 2015 at 5:00 p.m. prevailing Pacific Time (the "HHS Bar Date"); provided, however, that the HHS Bar Date is subject to extension by agreement between the Debtors and HHS. For the avoidance of doubt, the HHS Bar Date applies to any claim asserted by HHS against SHDC for the GAP Period. About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). The Debtor disclosed $3,120,119 in assets and $96,721,374 in liabilities as of the Chapter 11 filing. On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP as counsel. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtorsv financial advisor. Cain Brothers & Company, LLC, is the Debtorsv investment banker. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. SPENDSMART NETWORKS: Incurs $2.4 Million Net Loss in 3rd Quarter ---------------------------------------------------------------- Spendsmart Networks, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.38 million on $1.49 million of total revenues for the three months ended Sept. 30, 2014, compared to a net loss of $3.52 million on $230,245 of total revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $8.17 million on $3.69 million of total revenues compared to a net loss of $12.16 million on $772,942 of total revenues for the same period last year. As of Sept. 30, 2014, the Company had $12.02 million in total assets, $1.92 million in total liabilities and $10.10 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/9LNVjU Transition Report Filed Spendsmart filed with the SEC its annual transition report for the period from Sept. 30, 2013, to Dec. 31, 2013. The Company reported a net loss and comprehensive loss of $1.92 million on $227,050 of revenues for the three months ended Dec. 31, 2013, compared to a net loss and comprehensive loss of $414,298 on $247,497 of revenues for the same period in 2012. For the 12 months ended Sept. 30, 2013, the Company reported a net loss and comprehensive loss of $12.58 million on $1.02 million of revenues compared to a net loss and comprehensive loss of $21.09 million on $1 million of revenues for the same period in 2012. As of Dec. 31, 2013, the Company had $709,198 in total assets, $1.32 million in total liabilities, all current, and a $612,228 of total stockholders' deficit. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred net losses since inception and has an accumulated deficit at Dec. 31, 2013. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/r4jLl9 SpendSmart Networks, Inc., provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenues. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing, mobile commerce and financial tools, such as prepaid card and reward systems. We enter into licensing agreements for our proprietary loyalty marketing solution with "Certified Masterminds" which sell and support the technology in their respective markets. The Company's products aim to make Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. The outlook is stable. Summary Rating Rationale The stable outlook and the affirmation of the Ba1 rating reflects Saint Peter's University Hospital's (Saint Peter's) noted improvement in financial performance and balance sheet metrics for this specialized provider of women and children's services. A cost reduction and revenue enhancement plan has contributed to the performance and mitigated continuing volume declines. FY 2014 will likely show improved debt coverage measures with adequate headroom to the required debt service coverage covenant. Saint Peter's also executed its strategy to forge a new academic and clinical relationship with Rutgers Biomedical and Health Sciences Unit of the State University as a major teaching affiliate. These attributes are offset by Saint Peter's historical dependency on women and children's services, ongoing litigation concerning the Church Plan status of the frozen defined benefit pension plan and the competitive makeup of the service area. Failure to maintain the current improvement in performance, meet covenants or any erosion of liquidity may lead to a rating or outlook change. Strengths * SPUH reported an increase in unrestricted cash and investments to $97 million or 88 days cash on hand as of September 30, 2014, up from $86 million or 77 days cash at the end of FY 2013. Cash is conservatively invested and highly liquid. * Improvement in financial performance has been demonstrated through nine months ending September 30, 2014 with a 7.2% operating cash flow margin (from a weak 3.4% in FY 2013), largely due to cost reductions and increased commercial reimbursement rates as volumes continue to decline. A one-time settlement of $3.1 million for business interruption is included in Moody analysis and also contributed to the improvement. * SPUH is one of the leading providers in the state for women's and children's programs, although this also presents service line concentration risk at 50% of volumes. * During FY 2014, SPUH successfully executed its plan to enhance its role as a major academic and clinical affiliate of Rutgers Biomedical and Health Sciences Unit of the State University. * The capital budget of $15 million in FY 2014 is affordable given the improvement in cash flow; similar spending is budgeted for FY 2015. Challenges * Moody's views the unresolved legal challenge regarding the Church Plan status of Saint Peter's pension plan as a credit risk; the plan was frozen at the end of FY 2012. * While improved, Saint Peter's financial performance continues to be weak relative to other similarly-sized providers. When excluding the one-time business interruption payment the operating cash flow margin declines to 6.3% through nine months ending September 30, 2014. * Expectations of reductions in state charity care funding starting in state fiscal year 2016 (which begins July 1, 2015) will impact Saint Peter's, along with many other New Jersey hospitals. Moody's does not anticipate large upside benefits from the Medicaid expansion for Saint Peter's as most of the pediatric volumes are already enrolled in Medicaid or insured by a commercial carrier. * Volumes are down through nine months ending September 30, 2014 mainly due to the challenging winter that impacted volumes in the fourth quarter of 2013 and first quarter 2014. Outlook The stable outlook reflects Moody belief that financial performance will show improvement in FY 2014 and into FY 2015 based on continued cost reduction strategies. What Could Change The Rating UP The rating could be upgraded if financial performance and balance sheet metrics show improved results that Moody believe are sustainable, a reduction in leverage and an innocuous resolution to the legal challenge regarding the organization's Church Plan status. What Could Change The Rating DOWN The rating could be lowered if the current improvement in financial performance is not sustained and margins revert to FY 2013 levels and debt coverage measures weaken. Likewise, a decline in cash or an unfavorable resolution to the Church Plan litigation that impacts the financial position of the organizations may also lead to a rating downgrade. Rating Methodology The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. STELLAR BIOTECHNOLOGIES: Inks Supply Pact With Araclon Biotech -------------------------------------------------------------- Stellar Biotechnologies and Araclon Biotech SL announced that the companies have executed a definitive exclusive supply agreement to meet Araclon's Phase (II and III) clinical trial requirements for Keyhole Limpet Hemocyanin (KLH) used in Araclon's active immunotherapies against Alzheimer's disease. Araclon, headquartered in Spain and majority-owned by global healthcare company Grifols, is developing beta amyloid-targeting active immunotherapies for neurodegenerative diseases with a primary focus on Alzheimer's disease. Araclon's patented, innovative technology against Alzheimer's involves immunization against amyloid-beta together with KLH as a carrier protein. The purpose of the agreement is to ensure a stable supply to Araclon of Stellar KLH for the ongoing clinical development of Araclon's Alzheimer's drugs, including the development of manufacturing processes, production capacity and regulatory support. Under the agreement, Araclon will manage and fund all product development and regulatory submissions for its products. Stellar will supply GMP-grade Stellar KLH protein and will provide technical and regulatory support to Araclon. The agreement requires Stellar to deliver the first batch of Stellar KLH to Araclon by Dec. 31, 2014. Araclon and Stellar have entered into a mutually exclusive contract for the supply of KLH for Araclon's beta amyloid peptide in the Alzheimer's space throughout the term of the agreement for use in Araclon's upcoming clinical trials with an active immunotherapy against Alzheimer's disease at agreed prices. Stellar and Araclon have agreed upon first negotiation rights for the exclusive supply of Stellar KLH in connection with the potential future commercialization by Araclon of its beta amyloid-targeting immunotherapy products. The agreement has an initial five-year term, which may be renewed by Araclon, if necessary, for additional one-year periods. "This new collaboration with Araclon Biotech is an excellent demonstration of Stellar's core business model which is to partner with the companies and organizations developing the many KLH-based immunotherapies now in clinical development," said Frank Oakes, president and CEO of Stellar Biotechnologies, Inc. "Stellar has the technology to deliver a reliable source of KLH today that can also be scaled up sustainably to address the industry's future KLH demand as promising immunotherapy products reach commercial markets." "An agreement with Stellar Biotechnologies is very important to Araclon. A stable supply of GMP grade KLH is needed to advance in our Alzheimer's immunotherapy program through Phase II and III clinical trials," commented a source at Araclon. About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. Stellar Biotechnologies reported a net loss of $8.43 million on $372,132 of total revenues for the year ended Aug. 31, 2014, compared to a net loss of $14.49 million on $545,469 of total revenues for the year ended Aug. 31, 2013. The Company also reportd a net loss of $5.52 million for the year ended Aug. 31, 2012. SUMMIT STREET: Schedules and Statement Due Dec. 5 ------------------------------------------------- Summit Street Development Company, LLC's schedules of assets and liabilities and statement of financial affairs are due Dec. 5, 2014, according to the case docket. The Debtor estimated $10 million to $50 million in assets and less than $10 million in debt. Summit Street filed a bare-bones Chapter 11 bankruptcy petition (Bankr. W.D. Mich. Case No. 14-07339) in Grand Rapids, Michigan, on Nov. 21, 2014. The case is assigned to Judge John T. Gregg. Ryan D. Heilman, Esq., at Wolfson Bolton PLLC, in Troy, Michigan, serves as counsel. Harry H. Hepler, the managing member and holder of 86.699 of the membership interests, signed the petition. SUMMIT STREET: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Summit Street Development Company, LLC P.O. Box 12147 Lansing, MI 48901 Case No.: 14-07339 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: November 21, 2014 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: Hon. John T. Gregg Debtor's Counsel: Ryan D. Heilman, Esq. WOLFSON BOLTON PLLC 3150 Livernois, Suite 275 Troy, MI 48083 Tel: 248-247-7070 Email: rheilman@wolfsonbolton.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Harry H. Hepler, managing member. List of Debtor's seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Block Sloane, LLC $2,229 C2AE $9,760 Eradico $119 JDH Structural Engineering $5,700 R&M Buildign Systems $5,828 Scotts Lawnservice $1,871 United Electric $4,055 TECHPRECISION CORP: Incurs $649,000 Net Loss in Second Quarter -------------------------------------------------------------- Techprecision Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $648,770 on $4.57 million of net sales for the three months ended Sept. 30, 2014, compared to a net loss of $818,670 on $5.19 million of net sales for the same period in 2013. For the six months ended Sept. 30, 2014, the Company reported a net loss of $1.91 million on $10.80 million of net sales compared to a net loss of $2.24 million on $12.29 million of net sales for the same period a year ago. As of Sept. 30, 2014, the Company had $14.81 million in total assets, $12.99 million in total liabilities and $1.82 million in total stockholders' equity. "At September 30, 2014, we had cash and cash equivalents of $849,264, of which $15,613 is located in China and may not be able to be repatriated for use in the U.S. without undue cost or expense, if at all. Our cash and cash equivalents total includes $180,000 of restricted cash with the Bank that may be available toward funding operating activities with the Bank's approval. We have incurred a net loss of $0.6 million and $1.9 million for the three months and six months ended September 30, 2014, respectively. "These factors raise substantial doubt about our ability to continue as a going concern. In order for us to continue operations beyond the next twelve months and be able to discharge our liabilities and commitments in the normal course of business, we must secure long-term financing on terms consistent with our business plans." Leonard Anthony, Chairman of TechPrecision Board commented, "In the short time with the company as President of the Ranor division, Alex has made significant progress in rebuilding customer and supply chain relationships, improving operating results, and implementing sound operational and fiscal management practices. Alex continues to demonstrate the capability to achieve a successful turnaround of Ranor and to position TPCS for accelerating growth. The Board unanimously believes he is the right person to lead TechPrecision going forward." "While our sales volume during the second quarter remained low relative to Ranor's capacity, reported gross margin improved over last year's second quarter and the first quarter of this year. The path forward is clear in our plan to return Ranor to profitability with disciplined and sustainable actions already underway," commented Mr. Shen. A full-text copy of the Form 10-Q is available for free at: http://is.gd/oQuseL About TechPrecision TechPrecision Corporation (OTC BB: TPCSE), through its wholly owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical Components Co., Ltd., globally manufactures large-scale, metal fabricated and machined precision components and equipment. TechPrecision reported a net loss of $7.09 million on $21.06 million of net sales for the year ended March 31, 2014, as compared with a net loss of $2.41 million on $32.47 million of net sales for the year ended March 31, 2013. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company was not in compliance with the fixed charges and interest coverage financial covenants under their credit facility, and the Bank has not agreed to waive the non-compliance with the covenants. Since the Company is in default, the Bank has the right to accelerate payment of the debt in full upon 60 days written notice. The Company has suffered recurring losses from operations, and the Company's liquidity may not be sufficient to meet its debt service requirements as they come due over the next twelve months. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. TECHPRECISION CORP: Appoints Alexander Shen as CEO -------------------------------------------------- The Board of Directors of TechPrecision Corporation appointed Alexander Shen, president of Ranor, Inc., a wholly-owned subsidiary of the Company, to serve as the Company's chief executive officer, effective Nov. 17, 2014. Leonard Anthony will step down as the Company's executive chairman (a position that combined the role of principle executive officer and Chairman of the Board) but will retain his position as a director and Chairman of the Board. In addition to his appointment as the Company's chief executive officer, Mr. Shen will retain his position as president of Ranor. Mr. Shen, age 52, has served as president of Ranor since June 23, 2014. Mr. Shen has experience in a broad range of industries including metal fabrication, automotive, contract manufacturing, safety and security, and industrial distribution. Prior to joining Ranor, Mr. Shen served as president of SIB Development and Consulting in 2013, a firm specializing in fixed, monthly cost reduction. Prior to January 2013, Mr. Shen served as president of Tydenbrooks Security Products Group, a security products company, from July 2011 to December 2012. Prior to 2011, Mr. Shen served as president and CEO of Burgon Tool Steel Company between April 2009 and June 2011, and served as CEO of Ryerson Mexico & Vice President - International for Ryerson, Inc., a multi-national distributor and processor of metals, from 2007 to 2009. Prior to 2007, Mr. Shen was division general manager & COO at Sumitomo Electric Group from 1998 to 2007, focused on automotive electrical and electronic products. Prior to 1998 he had a 10-year career at the Automotive Division of Alcoa Inc. with roles of increasing responsibility. Mr. Shen began his career with General Motors, moving to Chrysler, before joining Alcoa Inc. His career includes multiple international management roles in Japan, China, Mexico, and Europe, and he is fluent in the Chinese and Japanese languages and cultures. Mr. Shen holds a B.S. in Engineering from Michigan State University. Pursuant to the employment agreement, Mr. Shen will: (i) receive an annual base salary of $275,000; (ii) subject to approval by the Compensation Committee of the Board, receive an award of stock options to purchase 1,000,000 shares of the Company's common stock, granted pursuant to the TechPrecision Corporation 2006 Long-Term Incentive Plan, as amended, with an exercise price equal to the fair market value of the common stock on the grant date and which will vest in substantially equal amounts on the date of initial grant and each of the subsequent two anniversaries of the date of grant; and (iii) be eligible for an annual cash performance bonus of up to 60% of base salary, subject to goals and objectives set by the Board of Directors of the Company. Under the Employment Agreement, Mr. Shen also will be eligible to participate in the Company's benefits provided to other senior executives as well as benefits available to Company employees generally. The Employment Agreement, and certain terms therein, supersedes and replaces in its entirety the Employment Agreement dated June 23, 2014, with Ranor. About TechPrecision TechPrecision Corporation (OTC BB: TPCSE), through its wholly owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical Components Co., Ltd., globally manufactures large-scale, metal fabricated and machined precision components and equipment. TechPrecision reported a net loss of $7.09 million on $21.06 million of net sales for the year ended March 31, 2014, as compared with a net loss of $2.41 million on $32.47 million of net sales for the year ended March 31, 2013. The Company's balance sheet at March 31, 2014, showed $16.97 million in total assets, $13.44 million in total liabilities and $3.53 million in total stockholders' equity. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company was not in compliance with the fixed charges and interest coverage financial covenants under their credit facility, and the Bank has not agreed to waive the non-compliance with the covenants. Since the Company is in default, the Bank has the right to accelerate payment of the debt in full upon 60 days written notice. The Company has suffered recurring losses from operations, and the Company's liquidity may not be sufficient to meet its debt service requirements as they come due over the next twelve months. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. TEXOMA PEANUT: $12.7 Million Loan Requires Auction by Dec. 17 ------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the $12.7 million postpetition financing secured by Texoma Peanut Co. requires the company to hold an auction and sell its business by Dec. 17. According to the report, the DIP loan from existing secured lender Wells Fargo Bank NA requires the Company to obtain approval of auction and sale procedures by Nov. 24. About Texoma Peanut Texoma Peanut Company was incorporated by Clint Williams in 1961 as a Southern Oklahoma bulk peanut drying, handling and storage operation, buying and storing peanuts for shellers. In 1968, The Clint Williams Company was established as a sheller and processor of peanuts for both seed and edible markets. Although The Clint Williams Company was later merged into TPC, the company continues to do its processed peanut business under the "Clint Williams Company" name which is the name known best in the domestic and international peanut industry. TPC and its subsidiaries own 15 buying points and storage facilities -- 4 in Oklahoma, 9 in Texas, and 2 in Mississippi. TPC owns 99% of Clint Williams Company- Western Division LLC and 100% of Clint-Co Peanut Company. TPC and two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma, on Nov. 6, 2014. The cases are assigned to Judge Tom R. Cornish. The judge has granted joint administration of the Chapter 11 cases. According to the docket, the Debtors' Chapter 11 plan and disclosure statement are due March 6, 2015. Creditors who are governmental entities have until May 9, 2015, to file claims. The Debtors have tapped Crowe & Dunlevy as counsel and Dixon Hughes Goodman as bankruptcy accountants. The Debtors say they have $49 million in assets. Secured debt includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33 million owed to Wells Fargo Equipment Finance. Wells Fargo Bank is represented by William L. Wallander, Esq., at VINSON & ELKINS LLP, in Dallas, Texas. As of the Petition Date, an official committee of unsecured creditors has not yet been appointed in the Cases. The Debtors sought bankruptcy for protection with plans to sell all of their core business assets and, thereafter, file a joint plan of reorganization. The Debtors expect that by Nov. 24, 2014, they will have obtained a court order approving the bid procedures and scheduling an auction date and final sale hearing. The Debtors intend to consummate the sale on or prior to Dec. 31, 2014. TEXOMA PEANUT: To Auction Clarksdale Facility in December --------------------------------------------------------- Jesse Wright at The Clarksdale Press Register reports that Texoma Peanut Company said it will auction off its peanut drying facility in Clarksdale, Mississippi, including all Texoma properties, starting next month. There is a chance the local peanut drying facility will not close down, according to a press released written by company vice- president Steve Ortloff. Mr. Ortloff said in the news release that this boom-and-bust cycle was in part to blame for the Company's financial woes. The Associated Press relates that in addition to the decline in peanut planting, The Clint Williams facility also suffered damages from a fire in February 2013. About Texoma Peanut Texoma Peanut Company was incorporated by Clint Williams in 1961 as a Southern Okalhoma bulk peanut drying, handling and storage operation, buying and storing peanuts for shellers. In 1968, The Clint Williams Company was established as a sheller and processor of peanuts for both seed and edible markets. Although The Clint Williams Company was later merged into TPC, the company continues to do its processed peanut business under the "Clint Williams Company" name which is the name known best in the domestic and international peanut industry. TPC and its subsidiaries own 15 buying points and storage facilities -- 4 in Oklahoma, 9 in Texas, and 2 in Mississippi. TPC owns 99% of Clint Williams Company- Western Division LLC and 100%of Clint-Co Peanut Company. TPC and two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma, on Nov. 6, 2014. The cases are assigned to Judge Tom R. Cornish. The judge has granted joint administration of the Chapter 11 cases. According to the docket, the Debtors' Chapter 11 plan and disclosure statement are due March 6, 2015. Creditors who are governmental entities have until May 9, 2015, to file claims. The Debtors have tapped Crowe & Dunlevy as counsel and Dixon Hughes Goodman as bankruptcy accountants. The Debtors say they have $49 million in assets. Secured debt includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33 million owed to Wells Fargo Equipment Finance. Wells Fargo Bank is represented by William L. Wallander, Esq., at VINSON & ELKINS LLP, in Dallas, Texas. As of the Petition Date, an official committee of unsecured creditors has not yet been appointed in the Cases. The Debtors sought bankruptcy for protection with plans to sell all of their core business assets and, thereafter, file a joint plan of reorganization. The Debtors expect that by Nov. 24, 2014, they will have obtained a court order approving the bid procedures and scheduling an auction date and final sale hearing. The Debtors intend to consummate the sale on or prior to Dec. 31, 2014. TRIZETTO CORP: S&P Withdraws 'B-' CCR Following Acquisition ----------------------------------------------------------- Standard & Poor's Ratings Services withdrew the ratings on TriZetto Corp., including the 'B-' corporate credit rating. On Nov. 20, 2014, Cognizant Technology Solutions Corp. announced that it had completed its acquisition of TriZetto Corp. As part of the transaction, the debt S&P rated at TriZetto was repaid. As a result, S&P has withdrawn the corporate credit rating and debt ratings on TriZetto Corp. TRUMP ENTERTAINMENT: Hearing on Ch 7 Conversion Set for Dec. 4 -------------------------------------------------------------- Wayne Parry at The Associated Press reports that the U.S. Bankruptcy Court for the District of Delaware has scheduled for Dec. 4, 2014, a hearing on whether Trump Entertainment Resorts Inc.'s Chapter 11 case should be converted to one under Chapter 7 liquidation. Trump Entertainment has said it will close the casino Dec. 12, 2014, The AP relates. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The U.S. Trustee for Region 3 on Sept. 23 appointed seven creditors of Trump Entertainment Resorts, Inc., to serve on the official committee of unsecured creditors. The Committee tapped Gibbons P.C. as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as its financial advisor. UC HOLDINGS: S&P Withdraws 'B-' CCR on Lack of Sufficient Info. --------------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew its 'B-' corporate credit rating on Southfield, Mich.-based auto supplier UC Holdings Inc. and all associated debt ratings. S&P withdrew its ratings on the company because of a lack of sufficient information to perform its surveillance of S&P's published ratings. UNITEK GLOBAL: Technicians Say DirectSat, DirecTV Underpaid Them ---------------------------------------------------------------- Molly Willms at Courthouse News Service reports that technicians claim that DirectSat USA LLC, is owned by UniTek Global Services Inc., and DirecTV treat them as employees but classify them as independent contractors to get away with wrongly underpay them. DirectSat is one of several companies with direct control over the hiring, firing and pay of technicians who install DirecTV systems. Citing Marquette University professor Ralph Anzivino, Courthouse News states that a court is likely to enjoin any claims against DirectSat, while the restructuring is ongoing. According to Courthouse News, Mr. Anzivino said that claims against DirectSat would be settled as part of the bankruptcy proceedings. Mr. Anzivino said that the bankruptcy is unlikely to have any effect on DirecTV in the labor litigation, Courthouse News relates. About UniTek Global Services UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Judge Peter J. Walsh. The Debtors are seeking to have their cases jointly administered for procedural purposes, with pleadings to be maintained on the case docket for UniTek Global Services, Inc., Case No. 14-12471. The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel; Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. As of Sept. 30, 2014, the Debtors have 2,500 employees, substantially all of whom are full-time. UniTek Global reported a net loss of $52.07 million on $471.93 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $77.73 million on $437.59 million of revenues in 2012. The Company's balance sheet at March 29, 2014, showed $250 million in total assets against $257 million in total liabilities. USMART MOBILE: Reports Profit of $12.7 Million Third Quarter ------------------------------------------------------------ USmart Mobile Device Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $12.67 million on $0 of net sales for the three months ended Sept. 30, 2014, compared to a net loss of $6.44 million on $19.85 million of net sales for the same period in 2013. As of Sept. 30, 2014, the Company had $128 in total assets, $409,311 in total liabilities and a $409,183 total stockholders' deficit. On Sept. 28, 2012, the Company completed its acquisition of 100% equity interest of Jussey Investments Limited, a company incorporated in British Virgin Islands, for aggregate purchase consideration of approximately US$2,150,000. Jussey owns 100% equity interest in eVision Telecom Limited, a Hong Kong incorporated company, and 80% equity interest in USmart Electronic Products Limited, a Hong Kong incorporated company. Jussey indirectly owns 80% of Dongguan Kezheng Electronics Limited, a wholly foreign-owned enterprise organized under the laws of the PRC by UEP. Through the acquisition, the Company has diversified its product portfolio, enhanced its distributor role to a Research and Develop manufacturer with its own products and brands, entered the telecommunication industry, gained access to the 3G baseband licenses, and design and manufacturing matrix and facility. The Company accounted for this acquisition of Jussey and its subsidiaries by acquisition method of accounting. The balance sheet items were stated at fair value. The fair value was accounted upon the issuance of fair value report from an independent valuator engaged for this acquisition. "As of September 30, 2014, the Company has total net current liabilities of $409,183. This raises substantial doubt about the Company's ability to continue as a going concern. We will continue to seek additional sources of available financing on acceptable terms; however, there can be no assurance that we will be able to obtain the necessary additional capital on a timely basis or on acceptable terms, if at all. In addition, if the results are negatively impacted and delayed as a result of political and economic factors beyond management's control, our capital requirements may increase." A full-text copy of the Form 10-Q is available for free at: http://is.gd/ffTiho Late Report USmart Mobile earlier 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. "We are unable to file our Form 10-Q for the period ended September 30, 2014 on a timely basis due to the Company requiring additional time to work internally with its staff to prepare and finalize the Quarterly Report." About USmart Mobile Del.-based USmart Mobile, previously known as ACL Semiconductors Inc., is engaged in the production, manufacturing and distribution of smartphones, electronic products and components in Hong Kong Special Administrative Region and the People's Republic of China through its operating subsidiaries. USmart Mobile reported a net loss of $13.8 million on $72.2 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $4.86 million on $161 million of net sales for the year ended Dec. 31, 2012. Albert Wong & Co. 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's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. VALEANT PHARMACEUTICALS: Moody's Affirms Ba3 Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Valeant Pharmaceuticals International, Inc., including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba1 senior secured ratings, and B1 senior unsecured ratings. At the same time, Moody's revised Valeant's rating outlook to stable from developing. This rating action follows recent developments in Valeant's offer to acquire Allergan, Inc., including the announcement that Allergan has entered into a definitive merger agreement with Actavis, Inc. This was followed recently by Valeant's formal cancellation of its offer. Ratings affirmed: Valeant Pharmaceuticals International, Inc.: Ba3 Corporate Family Rating Ba3-PD Probability of Default Rating Ba1 (LGD2) senior secured term loans and revolving credit agreement B1 (LGD5) senior unsecured notes SGL-1 Speculative Grade Liquidity Rating Valeant Pharmaceuticals International: B1 (LGD5) senior unsecured notes The stable outlook represents Moody's expectations that Valeant's future acquisitions can likely be accommodated within the current rating level based on the willingness and ability to reduce debt/EBITDA to approximately 4.0 times. Any transformative acquisitions that significantly improve Valeant's scale and diversity without materially increasing leverage could have positive credit implications, but Moody's will assess such a deal if it materializes. Ratings Rationale Valeant's Ba3 Corporate Family Rating reflects its medium albeit growing scale in the global pharmaceutical industry, its strong diversity, its high profit margins, and its good cash flow. The ratings are also supported by low exposure to patent cliff risks, good near-term organic growth , and a successful acquisition track record. The rating also reflects the risks associated with an aggressive acquisition strategy, including moderately high financial leverage, integration risks, rapid capital structure changes, and reliance on cost synergies. Valeant's debt/EBITDA measured approximately 4.0 times as of September 30, 2014. Notwithstanding successful deleveraging over the past 12 months, Moody's anticipates that Valeant's acquisition strategy will often keep debt/EBITDA elevated above this level. In addition, it may be challenging to sustain solid organic top-line growth after the initial benefits of an acquisition, e.g. price increases and product launches, given that Valeant significantly downsizes the R&D function of acquired companies. The rating outlook is stable. Valeant's ratings could be upgraded if Moody's believes debt/EBITDA will be sustained below 4.0 times while maintaining good organic growth. Conversely, Valeant's ratings could be downgraded if Moody's believe debt/EBITDA will be sustained above 5.0 times or if other risk factors emerge, such as litigation or regulatory compliance issues. The principal methodology used in these ratings was Global Pharmaceutical Industry published in December 2012. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Laval, Quebec, Valeant Pharmaceuticals International, Inc. is a global specialty pharmaceutical company with expertise in branded dermatology, eye health, neuroscience products, branded generics and OTC products. Valeant generated $8.0 billion in revenues during the 12 months ended September 30, 2014. VARIANT HOLDING: Gets Interim OK to Obtain $10-Mil. Financing ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Variant Holding Company, LLC, on an interim basis, to obtain postpetition financing in the form of a senior secured superpriority term loan in an aggregate principal amount of $10,000,000, with $3,000,000 available on an interim basis for a period through and including the date of the final hearing from BPC VHI, L.P., Beach Point Total Return Master Fund, L.P. and Beach Point Distressed Master fund, L.P., through Cortland Capital Market Services LLC as administrative agent for the Beach Point Funds. The Court also granted security interests and superpriority administrative expense claim status, and authorized the Debtor to use cash collateral. 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. VARIANT HOLDING: Wins OK of Deal to Resolve Beach Point Disputes ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved Variant Holding Company, LLC's settlement resolving disputes with Beach Point Capital Management LP. Objections to the settlement, to the extent not withdrawn, are overruled. As previously reported by The Troubled Company Reporter, citing Bloomberg, the approval came over the objections from the U.S. Trustee, who argued that the settlement didn't cure the "impropriety" of hiring a Variant-selected chief restructuring officer in lieu of an independent Chapter 11 trustee to replace management, and other creditors. Except as between the parties to the Settlement Agreement only, nothing in the order approving the settlement or any contract and document will impair or alter the contractual rights and remedies of the IMH Parties and Wells Fargo Bank, N.A., as Trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-C4, acting through Situs Holdings LLC in its capacity as special servicer, in any respect concerning any of the Debtor's subsidiaries. IMH Financial Corporation, Holder, Trust and Situs will receive the same notice provided to the Beach Point Funds pursuant to the Subsidiary Transaction Protocol set forth in the Settlement Agreement for any of the FX3 Properties. Impact Floors of Texas, L.P., will receive the same notice provided to the Beach Point Funds for those properties identified in Impact's statement/reservation of rights. 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. VARSITY BRANDS: S&P Assigns 'B' CCR & Rates $120MM Facility 'BB-' ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to Indiana-based Varsity Brands Holding Co. Inc. The rating outlook is stable. At the same time, S&P assigned its 'BB-' issue-level rating and '1' recovery rating to the company's proposed $120 million ABL revolving credit facility due 2019. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%) of principal for debtholders in the event of default. S&P also assigned its 'B+' issue-level rating and '2' recovery rating to the company's proposed $755 million senior secured term loan B due 2021. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; the low end of the range) of principal in the event of a payment default. In addition, S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $330 million second-lien loan due 2022. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) of principal in the event of default. Varsity Brands Holding and Hercules Achievement Inc. are coborrowers under the asset-based and senior secured term loans. "The 'B' corporate credit rating on Varsity Brands Holding reflects the company's leadership position, albeit in fragmented and competitive markets," said Standard & Poor's credit analyst Jawad Hussain. The rating also reflects the company's "highly leveraged" financial risk profile, which results from the increased debt in the capital structure due to Charlesbank Capital Partners LLC and Partners Group AG's proposed acquisition of the company. The stable outlook reflects S&P's expectation that the company's debt leverage will steadily decline, but remain above 5x over the next one to two years. S&P also expects the company to continue to increase organic revenue at a mid-single-digit percentage rate and EBITDA at a high-single-digit percentage rate, while maintaining adequate liquidity and generating positive discretionary cash flow. S&P could raise the rating if the company delivers stronger-than- expected organic operating performance and gives strong indications that it will have sustained expansion in EBITDA margin above 15%. This would entail management improving its EBITDA margin in the achievement segment, which has a significantly lower EBITDA margin than peers. An upgrade would also entail a commitment from management to maintain a financial policy where lease-adjusted leverage remains at or below 5x on a sustained basis. S&P could lower the rating over the next two years if a structural demand shift causes S&P to reassess the company's business prospects. This could occurs if, among other things, a faster- than-expected decline in the achievement segment or reduced school funding hurt the spirit and sports segments, resulting in lease- adjusted leverage rising above 7x. VB WILIKINA: S&P Raises Rating on 2012A Housing Bonds to 'BB+' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term rating to 'BB+' from 'BB' and removed the rating from CreditWatch with developing implications on the Hawaii Housing Finance & Development Corp.'s series 2012A multifamily housing revenue bonds, issued on behalf of VB Wilikina LP (Wilikina Apartments Project). The outlook is stable. "The rating reflects our view of the project's significantly improved occupancy and strong demand for units as evidenced by a large waitlist," said Standard & Poor's credit analyst Andrew Fong. "Further supporting the rating is of the project's ability to increase rents," Mr. Fong added. The project, Wilikina Apartments, is a 119-unit (117 of which are HUD approved), 10-story apartment building located in Wahaiwa, on the island of Oahu, Hawaii. It was originally constructed in 1978 as a residential rental facility. VISION INDUSTRIES: May Exit Ch 11 a Profitable Co., Report Says --------------------------------------------------------------- James Elliot at Microcap Daily reports that the chance that Vision Industries Corp. would emerge from bankruptcy a profitable entity is a very real possibility. Microcap Daily says the stock made a spectacular run back in September from subs to highs over $0.04 per share. Microcap Daily relates that the Company's truck Tyrano is a green technology with cost savings on a per mile basis versus diesel and natural gas, expected to be around 35% to 45%, and is the kind of technology investors like to and will invest in. About Vision Industries Long Beach, Cal.-based Vision Industries Corp. focuses its efforts in building Class 8 fuel cell electric vehicles (FCEV) used in drayage transportation. Vision Industries Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-28225) on Sept. 24, 2014. The petition was signed by Jerome Torresyap as president/COO. The Debtor disclosed total assets of $1.34 million and total liabilities of $3.18 million. Marshack Hays LLP serves as the Debtor's counsel. The case is assigned to Judge Robert N. Kwan. +' from 'BBB-' on Washington State Housing Finance Commission's existing debt issued for Wesley Homes Inc. The outlook is stable. "The lowered rating reflects Wesley's weak operating performance over the past few years," said Standard & Poor's credit analyst Geraldine Poon. "While overall occupancy has improved slightly from the prior year, it remains below budget." Management has been working to improve operations; for example, the recently introduced monthly rental model at the Des Moines campus has aided revenue growth. Management also plans to control costs through reduction of full-time equivalents (FTEs). Although operating liquidity continues to provide a financial cushion, S&P considers the continued weaker operating results a significant credit risk. In addition, a recent increase in debt further strains the financial profile, and there are also possible additional capital and debt plans. Wesley Homes has two main Washington facilities, one in Auburn and one in Des Moines. It targets a middle-income market and believes this underserved niche is capable of supporting additional growth in the future. WESLEY HOMES: S&P Lowers Long-Term Rating to 'BB+' -------------------------------------------------- Standard & Poor's Rating Services lowered its long-term rating and underlying rating (SPUR) to 'BB+' from 'BBB-' on Washington State Housing Finance Commission's existing debt issued for Wesley Homes Inc. The outlook is stable. "The lowered rating reflects Wesley's weak operating performance over the past few years," said Standard & Poor's credit analyst Geraldine Poon. "While overall occupancy has improved slightly from the prior year, it remains below budget." Management has been working to improve operations; for example, the recently introduced monthly rental model at the Des Moines campus has aided revenue growth. Management also plans to control costs through reduction of full-time equivalents (FTEs). Although operating liquidity continues to provide a financial cushion, S&P considers the continued weaker operating results a significant credit risk. In addition, a recent increase in debt further strains the financial profile, and there are also possible additional capital and debt plans. Wesley Homes has two main Washington facilities, one in Auburn and one in Des Moines. It targets a middle-income market and believes this underserved niche is capable of supporting additional growth in the future. WEST TEXAS GUAR: Reorg. Plan OK'd; To Exit Ch 11 as Guar Resources ------------------------------------------------------------------ The Honorable Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas approved on Nov. 20, 2014, West Texas Guar, Inc.'s reorganization plan. The plan, which received near unanimous approval by creditors, calls for the sale of the Company and settlement of all outstanding claims. The proposed effective date is Dec. 1, 2014, when it will change its name to Guar Resources LLC. WTG has been in Chapter 11 bankruptcy since April 25, 2014. Under the reorganization plan, majority ownership of the Company is being sold to Cor Capital Group LLC. "This sale provides the company with the opportunity to continue to execute its business plan on a stronger financial footing, maintains operations, preserves 25 local jobs, and improves the firm's balance sheet to facilitate much needed plant improvements and future growth," said Edgar Montalvo, the Company's chief restructuring officer who took control of management of the Company just prior to the bankruptcy filing in April. Mr. Montalvo has previous experience in managing the construction of a guar gum facility in India and will remain on after reorganization to supervise company operations and its capital investment program. West Texas Guar's plant located in Brownfield, Texas, is the only domestic guar bean processing facility currently in operation. Guar has unique thickening and binding qualities and is used in the food and cosmetic industries, the paper and textile industries, and also as a key ingredient in hydraulic fracturing. With a new management team in place, a new name, and a renewed focus on providing customer service to its industrial customers and being a reliable partner to the agriculture community, the soon to be named Guar Resources LLC looks forward to years of prosperous growth. Farmers interested in growing guar are invited to contact the Company directly at (806) 637-4662, as it will start accepting contracts in Mid-December for the 2015 harvest. About West Texas Guar Representatives of 24 farms filed an involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on March 14, 2014, against West Texas Guar Inc. The farmers claim they are owed nearly $4 million for seed they've delivered on the 2013 harvest but haven't been paid for. Guar is a seed crop that has a variety of uses in human and animal food production, textiles and fracking for oil and gas wells. Judge Robert L. Jones oversees the case. The farmers are represented by R. Byrn Bass, Jr., Esq., Attorney at Law. WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon, Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in Dallas, Texas. The Debtor disclosed in amended schedules $19,226,923 in assets and $29,331,352 in liabilities as of the Chapter 11 filing. WTG and Scopia Windmill Fund LP filed a Joint Plan of Reorganization and Disclosure Statement on Aug. 25, 2014. On Sept. 23, WTG filed a Second Amended Joint Plan. In support of the plan, Scopia Windmill Fund LP, Scopia Capital Management LLC, Scopia Holdings LLC, Corcapital Group LLC, and the Debtor executed the attached Term Sheet for Proposed Purchase/Restructuring Transaction that provides the basic terms for a transaction that would be implemented through a confirmed plan of reorganization for the Debtor. The capital structure of the reorganized Debtor is Senior Secured Term Loan of $8 million and Junior Secured Term Loan of $1.5 million, both of which will be issued by Scopia, and CorCapital Preferred Interests of $7.1 million. 10% of the outstanding fully-diluted total common interest of the Reorganized Debtor will be issued to Scopia in full and complete satisfaction of Scopia's claims against the Debtor in the amount of approximately $6 million plus accrued interest. As additional consideration for providing the $8 million Senior Secured Term Loan, Scopia will be provided with warrants exercisable for 12% of the fully diluted total common interests of Reorganized WTG at a price of $l. WOODSIDE HOMES: S&P Keeps B Note Rating Over $30-Mil. Notes Add-on ------------------------------------------------------------------ Standard & Poor's Ratings Services said its 'B' issue-level rating on Woodside Homes Co. LLC's and Woodside Homes Finance Inc.'s $270 million unsecured senior notes (which includes the original $220 million issued in Aug. 2013 and the $50 million additional principal issued in April 2014) is unchanged by the company's proposed $30 million add-on to the notes. The recovery rating of '2', indicating S&P's expectation for a substantial (70% to 90%) recovery in the event of default, is also unchanged. S&P expects the company to use proceeds largely for future land acquisition and development, as well as general corporate purposes. The 'B-' corporate credit rating on Woodside remains unchanged. The outlook is stable. The ratings on Woodside reflect S&P's view of the company's "vulnerable" business risk profile and "aggressive" financial risk profile. Relative to its rated peers, Woodside operates on a smaller, more geographically concentrated platform, with the majority of its revenues derived from California markets in 2013. S&P's financial risk profile assessment is constrained due to the company's ownership by a financial sponsor, which S&P do not expect to change. Although debt will increase with the proposed issuance, S&P's forecast shows improvements for the company's credit measures in 2015, driven by community count growth in the midst of a continued recovery in the U.S. housing market. S&P projects adjusted debt to EBITDA of 5.0x for fiscal 2014, pro forma for the proposed issuance, improving to 4.2x in 2015. Ratings List Woodside Homes Co. LLC Corporate Credit Rating B-/Stable/-- Rating Unchanged Woodside Homes Co. LLC Woodside Homes Finance Inc. $300 mil unsecd sr nts* B *Includes the $30 mil add-on. * Distress Levels of Major Public Cos. in Restaurant Sector Down ---------------------------------------------------------------- With only a little over a month remaining in 2014, profit-margin pressures remain on the front burner for restaurants. Despite stable, perhaps even improving, macroeconomic and consumer indicators, a tougher cost landscape has emerged for North American restaurants thus elevating cost management to the top of the priorities list for the remainder of the year and into 2015. That's according to a new study of the North American restaurant and foodservice industry from AlixPartners, the global business advisory firm. The AlixPartners North American Restaurant & Foodservice Review examined the financial performance and fiscal health of more than 85 restaurants and foodservice companies representing approximately $225 billion in annual revenues. The comprehensive study also included a survey of more than 1,000 consumers gauging their anticipated dining behavior and the drivers of dining choice across the core restaurant segments -- Fast Food, Fast Casual, Casual, Fine Dining and Convenience Stores. "As we close out the final months of 2014, our research shows that the North American restaurant industry remains in a healthy state -- despite navigating significant cost pressures," said Adam Werner, managing director at AlixPartners and co-lead of the firm's Restaurant and Foodservice Practice. "Although multiple factors are affecting margins, we see significant opportunity for those players best able to react quickly to emerging trends and consumer preferences." State of the Industry Restaurants are entering the back half of 2014 with healthier balance sheets overall. With debt levels having come down, distress levels of major public companies in the industry have fallen to a record low of 15% as measured by the Altman Z-score, which assesses the probability that a company will fall into bankruptcy within about two years. And, according to AlixPartners' consumer survey, people have been dining out and purchasing ready-to-eat meals outside of the home more in the past 12 months across all categories. This is with the exception of Fast Food where consumers surveyed reported dining at Fast Food restaurants 5.3 times (per month) on average in the past year, down from 5.8 as reported in a similar AlixPartners survey released in Q1 2013. However, overall, consumers reported eating out more at Fast Food restaurants in the past 12 months than any other type of restaurant. Consumers averaged 3.7 visits to Fast Casual restaurants (up from 3 in Q1 2013), 3.5 visits to Casual restaurants (up from 2.8) and 2 visits to Fine Dining restaurant (up from 1.5). Despite these positives, evidence mounts on the continued encroachment of convenience stores and grocery stores on restaurants' territory. Consumers surveyed by AlixPartners reported increases in purchasing ready-to-eat meals from convenience stores and grocery stores, with grocery stores seeing a significant jump from an average of 3.3 purchases per month in the past 12 months as reported in the Q1 2013 survey to an average of 4.1 purchases. AlixPartners' research also found that performance of industry players within each segment is decidedly mixed when it comes to earnings before interest, taxes, depreciation and amortization (EBITDA) and compound annual growth rate (CAGR). At the same time, the study showed that increased spending on investments in growth such as point-of-sale (POS) technologies and analytics has contributed to a rise in selling, general, and administrative (SG &A) expenses as a percentage of revenue, which now exceeds pre- recession levels. Furthermore, the industry is facing significant cost headwinds likely due to a number of factors including volatile commodity prices and increased labor costs. Although the prices for wheat, rice and corn have dropped 14%, 20% and 27%, respectively, the prices for other essentials have increased (the cost of beef has increased by 39%). Causes for concern within the industry also arise from several regulatory and policy changes, including minimum wage increases as well as legislation defining large-party tips as taxable wages, both of which are very likely to increase pressure on margins. "Despite healthier balance sheets, the industry at large is facing a serious cost problem" said Eric Dzwonczyk, managing director at AlixPartners and co-lead of the firm's Restaurant and Foodservice Practice. "Restaurants did a good job of cutting costs during the recession, but they've crept back in recently and need to be dealt with." Consumers Likely to Dine Out More and Spend More Against this industry performance backdrop, AlixPartners' consumer survey found that consumers seem to be feeling somewhat better about their financial situations and, as a result, expect to dine out more in the next 12 months. Overall, 76% of consumers surveyed said they plan to dine out the same or more over the course of the next year, compared to 73% and 71% who said the same in the Q1 2013 and Q1 2012 surveys respectively. When it comes to spending on dining out, 77% of consumers surveyed said they plan to spend the same or more in the next year. Notably, only 23% of consumers said they plan to spend less on dining out, versus 33% who said the same in the Q1 2013 survey. Of consumers who said they plan to spend less on dining out, the top reasons for doing so included current finances / a need to cut back (reported by 50% and up from 44% in a Q1 2014 survey), a desire to eat healthier (reported by 49%), restaurant meals being too expensive (reported by 39%) and concern over their future financial situation (reported by 26%). Diners Still Looking for Value, But in Different Ways While a majority of consumers surveyed plan to spend the same or more on dining out in the next 12 months, and while the survey showed a noticeable decline in consumers planning to spend less on dining out, the AlixPartners survey also showed that consumers plan on spending about the same amount per meal in the next year as they did in the previous year. Consumers surveyed said they plan to spend an average of $15.19 per meal in the next 12 months, a slight decline from their reported average spend of $15.30 per meal in the previous year. Though spending per meal, as reported by the consumers surveyed, is expected to remain relatively flat, the study found that value is still top-of-mind for consumers when it comes to dining out. For example, the survey found that the under-$5 price point (aka "the meal deal") continues to resonate, with 7% of consumers surveyed saying they expect to spend an average of $5 or less per meal per person in the next 12 months, up from 4% the previous 12 months. Meanwhile, consumers reported expectations of spending less in the $5.01 to $10 and $10.01 to $20 ranges in the next 12 months as compared to the previous 12 months, which suggests a "trade down" mentality is continuing. Of note, there appears to be a shift in the ways in which diners plan to reduce their spending at restaurants and seek value. According to the survey, just 48% of consumers said they plan to use coupons, promotions and discounts to reduce their restaurant spend, versus 56% who said the same in the Q1 2013 survey. At the same time, the survey shows that 20% of value-seeking customers who are planning to reduce the amount they spend on dining out in the next 12 months will purchase read-to-eat meals, up from 14% who said the same in the Q1 2013 survey. "Grocery and convenience stores are upping their ready-to-eat game by offering higher quality and better tasting ready-to-eat options, and we're seeing the results as value-conscious consumers are increasingly seeing ready-to-eat meals as a preferable option as they seek to reduce their dining out spend," said Mr. Dzwonczyk. "Traditional restaurants can no longer afford to ignore or underestimate the ready-to-eat, convenience and grocery store threats. We've seen a blurring of the lines between these segments and traditional restaurants, particularly Fast Food, over the past several years and we expect this to continue if traditional restaurants do not take note and find ways to win back this 'share of stomach.'" What Matters: Healthy Menu Options and Reducing Menu Complexity Unsurprisingly, given the unrelenting demand for health and healthier-for-you food in the broader food and beverage industry, healthy menu options have become table stakes in the restaurant industry; 83% of consumers surveyed consider healthy menu options at least somewhat important when determining where to dine out. Of note, among consumers for which healthy menu options were at least somewhat important in deciding where to dine out, the ways in which they determined whether a restaurant is healthy was unexpected, with the top factor (chosen by 61% of consumers surveyed) being whether a restaurant has a "variety of selected menu options," followed by whether a restaurant provides nutritional information on menus (chosen by 48%) and portion size (chosen by 34%). At the same time that menu variety is impacting the restaurant choices of health-conscious consumers, a majority of all consumers surveyed prefer moderately sized menus. For example, when it comes to breakfast, 59% of consumers surveyed prefer moderately sized menus with several sections, 18% prefer large, diverse menus with many choices, and 8% prefer small, limited menus with only a few choices. Restaurants have taken to heart the desire for reduced menu complexity among consumers and over the past several years have reduced menu size and reaped rewards from doing so, including improved execution and simplified operations, and ultimately cost cutting. As restaurants continue to reduce menu complexity, they must do so with an eye toward rising trends in drivers of restaurant choice among consumers. Furthermore, based on the study, AlixPartners contends that restaurants must be nimble as they capitalize on such trends, paying careful attention to nuances. For example, in the health food space, almond milk is quickly gaining in popularity with consumption growing at an average annual rate of 66% since 2010, while, on the other hand, organic menu options seem to be declining in importance. "Restaurants must be smart in their strategies for reducing menu complexity, including taking into account trends in consumer preference and taking deeper dive looks into those trends to make sure that they are placing the right bets on which items to keep on their menus and which to cut," said Mr. Werner. Conclusion With significant cost headwinds on the horizon and a more confident, but still value-driven, consumer to contend with, AlixPartners finds that as restaurants plan for 2015, they must remain vigilant on costs while also finding ways to create value and differentiate as a means of growing their "share of stomach." Controlling costs means focusing on optimizing SG &A, product- and pricing-profitability maximization, supply chain productivity and marketing productivity, among other areas. AlixPartners also contends that a key to creating value for restaurants will be to make sure that as they pursue growth they change with the customer by making the right bets and making them early. "The battle for market -- or stomach -- share in the restaurant industry is as fierce as ever. The winners will be those who pursue the right paths to growth and value creation, while reigning in costs," concluded Mr. Dzwonczyk. About the Study The AlixPartners North American Restaurant & Foodservice Review included an online poll of 1,018 U.S. consumers conducted in September 2014. The questions focused on a number of areas, including current and planned frequency of dining occasions, expected spending on meals outside the home, preferred restaurant types, and key criteria for restaurant selection. The data are weighted to reflect the demographic composition of the adult population. About AlixPartners AlixPartners -- http://www.alixpartners.com-- is a global business-advisory. The firm's expertise covers a wide range of businesses and industries whether they are healthy, challenged or distressed. * S&P Hikes Ratings on 4 Canadian Issuers on New Revolver Criteria ------------------------------------------------------------------ Standard & Poor's Ratings Services said it has reviewed its recovery and issue-level ratings on Canadian nonfinancial speculative-grade credits with asset-based lending revolvers in the capital structure, following the publication of its revised revolver usage criteria entitled, "Revised Revolver Usage Assumptions For Recovery Analysis In Corporate Ratings," on Nov. 20, 2014. As a result, S&P is raising its issue-level ratings on the debt of four Canadian issuers and revising its recovery ratings on the debt of five to reflect their improved recovery prospects. S&P will publish individual recovery reports on the companies listed below, following this media release. RATINGS LIST Rating Unchanged/Recovery Rating Revised Due To Revised Recovery Rating Criteria To From Bombardier Recreational Products Inc. Senior secured term loan B BB- BB- Recovery rating 3 4 Ratings Raised/Recovery Ratings Revised Due To Revised Recovery Rating Criteria Cascades Inc. Senior unsecured notes B+ B Recovery rating 4 5 NCSG Crane & Heavy Haul Corp. Sr sec second-lien term loan B B- Recovery rating 4 5 Novelis Inc. Sr sec second-lien term loan B BB BB- Recovery rating 1 2 YPG Financing Inc. Senior secured notes BB- B+ Recovery rating 1 2 * Three Elite Law Firms Lift Year-End Bonuses --------------------------------------------- Ashby Jones, writing for The Wall Street Journal, reported that three elite New York law firms will raise their year-end bonuses to associate attorneys by as much as $40,000, reflecting in part this year's resurgence in lucrative mergers-and-acquisitions work. According to the report, managements at Simpson Thacher & Bartlett LLP, Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Cleary Gottlieb Steen & Hamilton LLP disclosed on Nov. 21 they would cut checks of between $15,000 and $100,000 next month for associate attorneys depending on their seniority. * Large Companies With Insolvent Balance Sheet ---------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 6D GLOBAL TECHNO SIXD US - (15.1) (15.1) ABSOLUTE SOFTWRE OU1 GR 138.4 (12.0) 2.2 ABSOLUTE SOFTWRE ABT CN 138.4 (12.0) 2.2 ABSOLUTE SOFTWRE ABT2EUR EU 138.4 (12.0) 2.2 ABSOLUTE SOFTWRE ALSWF US 138.4 (12.0) 2.2 ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVENT SOFTWARE AXQ GR 432.9 (76.3) (106.9) ADVENT SOFTWARE ADVS US 432.9 (76.3) (106.9) AIR CANADA ADH2 TH 10,545.0 (1,400.0) 164.0 AIR CANADA AIDEF US 10,545.0 (1,400.0) 164.0 AIR CANADA AC CN 10,545.0 (1,400.0) 164.0 AIR CANADA ACEUR EU 10,545.0 (1,400.0) 164.0 AIR CANADA ACDVF US 10,545.0 (1,400.0) 164.0 AIR CANADA ADH2 GR 10,545.0 (1,400.0) 164.0 AIR CANADA-CL A ADH TH 10,545.0 (1,400.0) 164.0 AIR CANADA-CL A ADH GR 10,545.0 (1,400.0) 164.0 AIR CANADA-CL A AC/A CN 10,545.0 (1,400.0) 164.0 AIR CANADA-CL A AIDIF US 10,545.0 (1,400.0) 164.0 AIR CANADA-CL B ADH1 GR 10,545.0 (1,400.0) 164.0 AIR CANADA-CL B ADH1 TH 10,545.0 (1,400.0) 164.0 ALLIANCE HEALTHC AIQ US 473.5 (127.3) 62.8 AMC NETWORKS-A AMCX US 3,663.3 (388.0) 659.4 AMC NETWORKS-A AMCX* MM 3,663.3 (388.0) 659.4 AMC NETWORKS-A 9AC GR 3,663.3 (388.0) 659.4 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC 8AL GR 161.0 (39.4) (22.7) ANGIE'S LIST INC ANGI US 161.0 (39.4) (22.7) ANGIE'S LIST INC 8AL TH 161.0 (39.4) (22.7) ARRAY BIOPHARMA ARRY US 135.3 (37.6) 66.2 ARRAY BIOPHARMA AR2 GR 135.3 (37.6) 66.2 ARRAY BIOPHARMA AR2 TH 135.3 (37.6) 66.2 AUTOZONE INC AZO US 7,517.9 (1,621.9) (960.5) AUTOZONE INC AZ5 TH 7,517.9 (1,621.9) (960.5) AUTOZONE INC AZOEUR EU 7,517.9 (1,621.9) (960.5) AUTOZONE INC AZ5 GR 7,517.9 (1,621.9) (960.5) AVALANCHE BIOTEC AVU GR 167.2 155.7 161.9 AVALANCHE BIOTEC AAVL US 167.2 155.7 161.9 AVID TECHNOLOGY AVID US 197.2 (341.2) (173.2) BENEFITFOCUS INC BNFT US 131.7 (31.2) 34.2 BENEFITFOCUS INC BTF GR 131.7 (31.2) 34.2 BERRY PLASTICS G BERY US 5,268.0 (101.0) 723.0 BERRY PLASTICS G BP0 GR 5,268.0 (101.0) 723.0 BRP INC/CA-SUB V BRPIF US 1,895.9 (44.8) 133.6 BRP INC/CA-SUB V B15A GR 1,895.9 (44.8) 133.6 BRP INC/CA-SUB V DOO CN 1,895.9 (44.8) 133.6 BURLINGTON STORE BUI GR 2,555.3 (140.1) 102.3 BURLINGTON STORE BURL US 2,555.3 (140.1) 102.3 CABLEVISION SY-A CVC US 6,563.7 (5,068.0) 158.9 CABLEVISION SY-A CVY GR 6,563.7 (5,068.0) 158.9 CABLEVISION-W/I 8441293Q US 6,563.7 (5,068.0) 158.9 CABLEVISION-W/I CVC-W US 6,563.7 (5,068.0) 158.9 CADIZ INC 2ZC GR 56.0 (49.7) 3.0 CADIZ INC CDZI US 56.0 (49.7) 3.0 CAESARS ENTERTAI CZR US 24,491.5 (3,714.4) 1,363.3 CAESARS ENTERTAI C08 GR 24,491.5 (3,714.4) 1,363.3 CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CASELLA WASTE CWST US 656.6 (7.6) (11.6) CATALENT INC 0C8 TH 3,090.2 (367.3) 234.5 CATALENT INC 0C8 GR 3,090.2 (367.3) 234.5 CATALENT INC CTLT US 3,090.2 (367.3) 234.5 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHOICE HOTELS CZH GR 664.2 (397.0) 206.0 CHOICE HOTELS CHH US 664.2 (397.0) 206.0 CIENA CORP CIE1 GR 2,100.4 (45.2) 889.3 CIENA CORP CIEN US 2,100.4 (45.2) 889.3 CIENA CORP CIE1 TH 2,100.4 (45.2) 889.3 CIENA CORP CIEN TE 2,100.4 (45.2) 889.3 CINCINNATI BELL CBB US 1,952.6 (584.4) 50.1 CIVITAS SOLUTION 1CI TH 1,031.5 (62.0) 66.1 CIVITAS SOLUTION CIVI US 1,031.5 (62.0) 66.1 CIVITAS SOLUTION 1CI GR 1,031.5 (62.0) 66.1 CLEAR CHANNEL-A CCO US 6,383.9 (132.6) 376.9 CLEAR CHANNEL-A C7C GR 6,383.9 (132.6) 376.9 CLIFFS NATURAL R CVA GR 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CLF* MM 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CVA TH 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CLF US 4,811.2 (177.3) 242.3 CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0) CROWN BAUS CAPIT CBCA US 0.0 (0.0) (0.0) CVSL INC CVSL US 66.0 (4.7) 2.8 DIPLOMAT PHARMAC 7DP GR 338.9 30.1 (43.4) DIPLOMAT PHARMAC DPLO US 338.9 30.1 (43.4) DIRECTV DTV US 22,594.0 (5,557.0) 43.0 DIRECTV DIG1 GR 22,594.0 (5,557.0) 43.0 DIRECTV DTVEUR EU 22,594.0 (5,557.0) 43.0 DIRECTV DTV CI 22,594.0 (5,557.0) 43.0 DOMINO'S PIZZA DPZ US 510.9 (1,281.7) 112.9 DOMINO'S PIZZA EZV GR 510.9 (1,281.7) 112.9 DOMINO'S PIZZA EZV TH 510.9 (1,281.7) 112.9 DOMINO'S PIZZA EZV QT 510.9 (1,281.7) 112.9 DUN & BRADSTREET DNB US 1,789.2 (1,083.4) (0.3) DUN & BRADSTREET DB5 GR 1,789.2 (1,083.4) (0.3) DUN & BRADSTREET DB5 TH 1,789.2 (1,083.4) (0.3) DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 EMPIRE RESORTS I LHC1 GR 42.4 (14.3) (9.9) EMPIRE RESORTS I NYNY US 42.4 (14.3) (9.9) EOS PETRO INC EOPT US 1.3 (28.4) (29.5) EXTENDICARE INC EXE CN 1,885.0 (7.2) 77.0 EXTENDICARE INC EXETF US 1,885.0 (7.2) 77.0 FAIRPOINT COMMUN FONN GR 1,488.5 (395.7) 9.4 FAIRPOINT COMMUN FRP US 1,488.5 (395.7) 9.4 FAIRWAY GROUP HO FWM US 371.8 (8.6) 19.9 FERRELLGAS-LP FEG GR 1,572.3 (111.6) 9.9 FERRELLGAS-LP FGP US 1,572.3 (111.6) 9.9 FMSA HOLDINGS IN FM1 GR 1,447.5 (21.7) 271.3 FMSA HOLDINGS IN FMSAEUR EU 1,447.5 (21.7) 271.3 FMSA HOLDINGS IN FMSA US 1,447.5 (21.7) 271.3 FMSA HOLDINGS IN FM1 TH 1,447.5 (21.7) 271.3 FREESCALE SEMICO FSL US 3,306.0 (3,593.0) 1,333.0 FREESCALE SEMICO 1FS TH 3,306.0 (3,593.0) 1,333.0 FREESCALE SEMICO 1FS GR 3,306.0 (3,593.0) 1,333.0 FRESHPET INC 7FP GR 74.5 (34.2) 1.2 FRESHPET INC FRPT US 74.5 (34.2) 1.2 GAMING AND LEISU 2GL GR 2,595.4 (77.9) (44.2) GAMING AND LEISU GLPI US 2,595.4 (77.9) (44.2) GARDA WRLD -CL A GW CN 1,469.2 (59.0) 205.0 GENCORP INC GY US 1,749.7 (48.5) 70.2 GENCORP INC GCY GR 1,749.7 (48.5) 70.2 GENCORP INC GCY TH 1,749.7 (48.5) 70.2 GENTIVA HEALTH GHT GR 1,250.6 (285.7) 112.2 GENTIVA HEALTH GTIV US 1,250.6 (285.7) 112.2 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GDRZF US 28.0 (10.5) 4.9 GOLD RESERVE INC GRZ CN 28.0 (10.5) 4.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HCA HOLDINGS INC HCA US 29,825.0 (6,018.0) 2,895.0 HCA HOLDINGS INC 2BH GR 29,825.0 (6,018.0) 2,895.0 HCA HOLDINGS INC 2BH TH 29,825.0 (6,018.0) 2,895.0 HD SUPPLY HOLDIN HDS US 6,714.0 (701.0) 1,438.0 HD SUPPLY HOLDIN 5HD GR 6,714.0 (701.0) 1,438.0 HERBALIFE LTD HLFEUR EU 2,364.5 (420.6) 508.8 HERBALIFE LTD HOO GR 2,364.5 (420.6) 508.8 HERBALIFE LTD HLF US 2,364.5 (420.6) 508.8 HOVNANIAN ENT-A HOV US 1,893.7 (443.1) 1,107.3 HOVNANIAN ENT-A HO3 GR 1,893.7 (443.1) 1,107.3 HOVNANIAN ENT-B HOVVB US 1,893.7 (443.1) 1,107.3 HOVNANIAN-A-WI HOV-W US 1,893.7 (443.1) 1,107.3 HUBSPOT INC 096 GR 52.1 (5.3) (22.1) HUBSPOT INC HUBS US 52.1 (5.3) (22.1) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IHEARTMEDIA INC IHRT US 14,752.2 (9,315.2) 1,225.6 INCYTE CORP INCY US 785.3 (89.6) 538.0 INCYTE CORP ICY TH 785.3 (89.6) 538.0 INCYTE CORP ICY GR 785.3 (89.6) 538.0 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INTERCORE INC ICOR US 0.4 (2.5) (2.5) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU 1JE GR 1,570.4 (311.6) 159.7 JUST ENERGY GROU JE CN 1,570.4 (311.6) 159.7 JUST ENERGY GROU JE US 1,570.4 (311.6) 159.7 L BRANDS INC LB US 6,870.0 (503.0) 1,119.0 L BRANDS INC LTD GR 6,870.0 (503.0) 1,119.0 L BRANDS INC LTD TH 6,870.0 (503.0) 1,119.0 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEE ENTERPRISES LEE US 828.2 (165.0) (26.0) LORILLARD INC LLV GR 3,275.0 (2,155.0) 918.0 LORILLARD INC LLV TH 3,275.0 (2,155.0) 918.0 LORILLARD INC LO US 3,275.0 (2,155.0) 918.0 MANNKIND CORP NNF1 TH 386.8 (40.7) (100.3) MANNKIND CORP NNF1 GR 386.8 (40.7) (100.3) MANNKIND CORP MNKD US 386.8 (40.7) (100.3) MARRIOTT INTL-A MAQ TH 6,847.0 (1,842.0) (1,186.0) MARRIOTT INTL-A MAQ GR 6,847.0 (1,842.0) (1,186.0) MARRIOTT INTL-A MAQ QT 6,847.0 (1,842.0) (1,186.0) MARRIOTT INTL-A MAR US 6,847.0 (1,842.0) (1,186.0) MDC COMM-W/I MDZ/W CN 1,707.3 (86.7) (256.5) MDC PARTNERS-A MD7A GR 1,707.3 (86.7) (256.5) MDC PARTNERS-A MDZ/A CN 1,707.3 (86.7) (256.5) MDC PARTNERS-A MDCA US 1,707.3 (86.7) (256.5) MDC PARTNERS-EXC MDZ/N CN 1,707.3 (86.7) (256.5) MERITOR INC AID1 GR 2,502.0 (585.0) 254.0 MERITOR INC MTOR US 2,502.0 (585.0) 254.0 MERRIMACK PHARMA MP6 GR 188.6 (99.9) 40.9 MERRIMACK PHARMA MACK US 188.6 (99.9) 40.9 MICHAELS COS INC MIK US 1,716.0 (2,734.0) 493.0 MICHAELS COS INC MIM GR 1,716.0 (2,734.0) 493.0 MONEYGRAM INTERN MGI US 4,600.2 (157.2) 87.1 MORGANS HOTEL GR M1U GR 632.3 (221.3) 89.3 MORGANS HOTEL GR MHGC US 632.3 (221.3) 89.3 MOXIAN CHINA INC MOXC US 4.9 (1.2) (4.0) MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - NATIONAL CINEMED XWM GR 993.6 (200.2) 51.8 NATIONAL CINEMED NCMI US 993.6 (200.2) 51.8 NAVISTAR INTL IHR TH 7,702.0 (4,046.0) 1,126.0 NAVISTAR INTL NAV US 7,702.0 (4,046.0) 1,126.0 NAVISTAR INTL IHR GR 7,702.0 (4,046.0) 1,126.0 NEFF CORP-CL A NEFF US 612.1 (343.7) (1.5) NORTHWEST BIO NWBO US 29.4 (31.2) (41.7) NORTHWEST BIO NBYA GR 29.4 (31.2) (41.7) OMEROS CORP 3O8 GR 25.3 (26.6) 9.0 OMEROS CORP OMER US 25.3 (26.6) 9.0 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PBF LOGISTICS LP 11P GR 360.0 (47.3) 15.6 PBF LOGISTICS LP PBFX US 360.0 (47.3) 15.6 PHILIP MORRIS IN PM1EUR EU 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM1 TE 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN 4I1 GR 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN 4I1 TH 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN 4I1 QT 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PMI SW 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM1CHF EU 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM FP 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM US 35,401.0 (8,677.0) (356.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PG6 GR 1,304.9 (73.5) 238.9 PLY GEM HOLDINGS PGEM US 1,304.9 (73.5) 238.9 PROTALEX INC PRTX US 0.8 (9.1) 0.4 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PROTEON THERAPEU PRTO US 27.1 14.6 19.9 QUALITY DISTRIBU QDZ GR 439.6 (30.4) 105.2 QUALITY DISTRIBU QLTY US 439.6 (30.4) 105.2 QUINTILES TRANSN QTS GR 3,106.7 (536.2) 511.8 QUINTILES TRANSN Q US 3,106.7 (536.2) 511.8 RAYONIER ADV RYAM US 1,246.3 (13.4) 167.3 RAYONIER ADV RYQ GR 1,246.3 (13.4) 167.3 REGAL ENTERTAI-A RGC* MM 2,553.5 (755.1) 6.5 REGAL ENTERTAI-A RETA GR 2,553.5 (755.1) 6.5 REGAL ENTERTAI-A RGC US 2,553.5 (755.1) 6.5 RELMADA THERAPEU RLMD US 0.0 (0.0) (0.0) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 RETROPHIN INC 17R GR 145.9 (10.2) (3.7) RETROPHIN INC RTRX US 145.9 (10.2) (3.7) REVLON INC-A REV US 1,912.6 (570.6) 300.9 REVLON INC-A RVL1 GR 1,912.6 (570.6) 300.9 RITE AID CORP RTA TH 6,959.3 (1,906.5) 1,783.1 RITE AID CORP RTA GR 6,959.3 (1,906.5) 1,783.1 RITE AID CORP RAD US 6,959.3 (1,906.5) 1,783.1 ROCKWELL MEDICAL RWM GR 23.9 (5.5) 2.6 ROCKWELL MEDICAL RWM TH 23.9 (5.5) 2.6 ROCKWELL MEDICAL RMTI US 23.9 (5.5) 2.6 ROUNDY'S INC 4R1 GR 1,089.7 (66.8) 71.8 ROUNDY'S INC RNDY US 1,089.7 (66.8) 71.8 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING RYI US 2,001.1 (108.5) 734.8 RYERSON HOLDING 7RY TH 2,001.1 (108.5) 734.8 RYERSON HOLDING 7RY GR 2,001.1 (108.5) 734.8 SALLY BEAUTY HOL SBH US 2,030.0 (347.1) 640.6 SALLY BEAUTY HOL S7V GR 2,030.0 (347.1) 640.6 SBA COMM CORP-A SBJ GR 7,809.0 (297.6) (671.8) SBA COMM CORP-A SBAC US 7,809.0 (297.6) (671.8) SBA COMM CORP-A SBJ TH 7,809.0 (297.6) (671.8) SECOND SIGHT MED EYES US 9.6 (19.5) 4.4 SILVER SPRING NE 9SI GR 552.9 (139.0) 82.8 SILVER SPRING NE 9SI TH 552.9 (139.0) 82.8 SILVER SPRING NE SSNI US 552.9 (139.0) 82.8 SIRIUS XM CANADA XSR CN 329.4 (87.2) (161.7) SIRIUS XM CANADA SIICF US 329.4 (87.2) (161.7) SPARK ENERGY-A SPKE US 86.5 (0.9) (9.4) SPORTSMAN'S WARE SPWH US 292.3 (44.5) 76.1 SPORTSMAN'S WARE 06S GR 292.3 (44.5) 76.1 SUPERVALU INC SVU US 4,486.0 (634.0) 92.0 SUPERVALU INC SVU* MM 4,486.0 (634.0) 92.0 SUPERVALU INC SJ1 TH 4,486.0 (634.0) 92.0 SUPERVALU INC SJ1 GR 4,486.0 (634.0) 92.0 THERAVANCE THRX US 553.7 (193.1) 237.4 THERAVANCE HVE GR 553.7 (193.1) 237.4 THRESHOLD PHARMA THLD US 76.7 (21.0) 49.1 TOWN SPORTS INTE CLUB US 482.6 (53.8) 69.7 TRANSDIGM GROUP T7D GR 6,756.8 (1,556.1) 1,103.7 TRANSDIGM GROUP TDG US 6,756.8 (1,556.1) 1,103.7 TRAVELPORT WORLD TVPT US 2,992.0 (210.0) (161.0) TRAVELPORT WORLD 1TW GR 2,992.0 (210.0) (161.0) TRINET GROUP INC TNET US 1,393.3 (48.9) 17.3 TRINET GROUP INC TN3 GR 1,393.3 (48.9) 17.3 UNISYS CORP UIS1 SW 2,279.4 (521.2) 343.9 UNISYS CORP USY1 GR 2,279.4 (521.2) 343.9 UNISYS CORP UISEUR EU 2,279.4 (521.2) 343.9 UNISYS CORP USY1 TH 2,279.4 (521.2) 343.9 UNISYS CORP UISCHF EU 2,279.4 (521.2) 343.9 UNISYS CORP UIS US 2,279.4 (521.2) 343.9 VECTOR GROUP LTD VGR GR 1,643.4 (7.9) 561.5 VECTOR GROUP LTD VGR US 1,643.4 (7.9) 561.5 VENOCO INC VQ US 736.8 (139.5) (777.3) VERISIGN INC VRS GR 2,207.4 (748.8) (326.3) VERISIGN INC VRS TH 2,207.4 (748.8) (326.3) VERISIGN INC VRS QT 2,207.4 (748.8) (326.3) VERISIGN INC VRSN US 2,207.4 (748.8) (326.3) VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VERSO PAPER CORP VRS US 1,019.7 (584.3) 9.4 VIRGIN AMERICA I 2VA1 TH 876.0 (313.0) 19.0 VIRGIN AMERICA I 2VA1 GR 876.0 (313.0) 19.0 VIRGIN AMERICA I VA US 876.0 (313.0) 19.0 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WW6 GR 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WTW US 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WW6 TH 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WTWEUR EU 1,558.3 (1,357.7) 60.6 WEST CORP WSTC US 3,929.2 (684.9) 284.7 WEST CORP WT2 GR 3,929.2 (684.9) 284.7 WESTMORELAND COA WME GR 1,578.5 (264.3) 101.2 WESTMORELAND COA WLB US 1,578.5 (264.3) 101.2 XERIUM TECHNOLOG XRM US 611.2 (51.2) 102.1 XERIUM TECHNOLOG TXRN GR 611.2 (51.2) 102.1 XOMA CORP XOMA US 70.9 (18.1) 28.5 XOMA CORP XOMA GR 70.9 (18.1) 28.5 XOMA CORP XOMA TH 70.9 (18.1) 28.5 YRC WORLDWIDE IN YRCW US 2,046.6 (361.2) 195.9 YRC WORLDWIDE IN YEL1 TH 2,046.6 (361.2) 195.9 YRC WORLDWIDE IN YEL1 GR 2,046.6 (361.2) 195.9 ********* 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 ***