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/raid1/www/Hosts/bankrupt/TCR_Public/141208.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 8, 2014, Vol. 18, No. 341 Headlines 16 RIVER ROAD: Case Summary & 6 Unsecured Creditors 16TH STREET REGENCY: Voluntary Chapter 11 Case Summary AERODYNAMICS INC: Judgment Against CEO Mustn't Affect Flight Plans AF BORROWER: Moody's Assigns B2 Corporate Family Rating AG AIR LLC: Case Summary & 20 Largest Unsecured Creditors AG MO-CP: To Propose Reorganization Plan by April 1 AMERICAN AIRLINES: Asks to Extend Deferral on Pensions ARRAY BIOPHARMA: To Regain Worldwide Rights to binimetinib ASTORIA ENERGY: Moody's Rates Sr. Secured Credit Facilities Ba3 BAXANO SURGICAL: Proposes Jan. 8 Auction for Assets BMOC INVESTORS: Defaults on Wells Fargo Loan, To Lose Burlington BOSCOV'S INC: Al Boscov Gives $715K to City of Scranton C.W. WILLIAMS: Funding From Mecklenburg May Resume in June CAESARS ENTERTAINMENT: Signs Waiver Agreement With UMB Bank CAPELLA HEALTHCARE: Moody's Rates New $100MM Sr. Secured Loan B2 CAROLINE WYLY: SEC Pursuit Is Ch. 11 Issue, Judge Scheindlin Says CD STORES: Lisa Price Assures She Will Remain in Control CLAIRE'S STORES: Incurs $26.8 Million Net Loss in Third Quarter CLINE MINING: Chapter 15 Case Summary COMMUNITY HOME: Dec. 9 Hearing on Wells Fargo's Stay Relief Bid CONNEAUT LAKE PARK: Files for Ch 11 to Dodge Sherriff's Sale CONYERS 138: Section 341(a) Meeting Scheduled for Jan. 8 COUNTRY STONE: Panel Seeks to Tap McDonald Hopkins as Counsel CYRIL GRAY: Missing Hearing No Grounds for Punitive Damages DEB STORES: Case Summary & 30 Largest Unsecured Creditors DELIA*S INC: To Liquidate Merchandise, Expects to File Chapter 11 DETROIT, MI: Legal Fees for Pension Funds to be Reviewed DETROIT, MI: Kevyn Orr to Resign as Emergency Manager ECOSPHERE TECHNOLOGIES: Sells $500,000 Convertible Notes ECOSPHERE TECHNOLOGIES: To Issue Add'l 3MM Shares Under Plan ELBIT IMAGING: Extraordinary General Meeting Set for Jan. 8 FREE LANCE-STAR: New Owners Must Sell Radio Stations in 12 Months GALVATEC INC: Voluntary Chapter 11 Case Summary GASPARI NUTRITION: HEP Served as Investment Banker in Asset Sale GBG RANCH: Can Hire Land Agent Services as Wind Energy Experts GENERAL MOTORS: Finagled End to Interest on $1.5B Loan, JPM Says GOPICNIC BRANDS: Case Summary & 20 Largest Unsecured Creditors GREEN MOUNTAIN: Has Exclusive Plan Filing Deadline Moved to Dec. 5 GUIDED THERAPEUTICS: Prices $3.8 Million Public Offering HUB HOLDINGS: Moody's Affirms 'B3' CFR, Negative Outlook HUTCHESON MEDICAL: Erlanger Blocked From Foreclosing on Hospital HYPERDYNAMICS CORP: Posts $4.05-Mil. Net Loss for Third Quarter IDAHO BANCORP: Gets Approval of Chapter 11 Plan of Liquidation IMPAX LABORATORIES: Moody's Assigns B1 Corporate Family Rating INTERMETRO COMMUNICATIONS: Sells 800,000 Preferred Shares INT'L MANUFACTURING: Asks for Approval of IMGF Settlement INVERSIONES ALSACIA: Court Confirms Chapter 11 Plan KANGADIS FOOD: Class Failed in Bid Against Owners, Judge Says KAHN FAMILY: Wells Fargo to Foreclose on 3 Portions of Complex KEEPSAKE HOMES: Case Summary & 20 Largest Unsecured Creditors KEMET CORP: Inks Incentive and Severance Agreement With CFO LAKES SUPER MARKET: Louie's Fresh Supermarket in Calumet Closes LATEX FOAM: Reaches Deal with Unsec. Creditors, Files Plan LEHMAN BROTHERS: Judge Delays Decision on $64M FirstBank Claim LONG BEACH: Says Amendments to Sale Agreement Necessary MATADOR PROCESSORS: Hires Biditup to Sell Assets MEGA RV: Hearing Today on Approval of GE Commercial Agreement MIG LLC: Dec. 11 Hearing on Approval of Litigation Trust Agreement MIG LLC: Wants Removal Period Extended to Feb. 25 MINERVA NEUROSCIENCES: Has $27.2-Mil. Net Loss for 3rd Quarter MONROE HOSPITAL: Files Chapter 11 Liquidating Plan NAARTJIE CUSTOM KIDS: Sells ZA One Assets to Truworths NII HOLDINGS: Noteholder Group Assails Plan-Support Deal NET ELEMENT: Further Amends $50 Million Securities Prospectus NORTEL NETWORKS: HP Responds to Proposed Deal PARLIAMENT PARTNERS: Goes to Jan. 15 Plan Hearing PERMA-FIX ENVIRONMENTAL: Has $1.87-Mil. Net Income in Q3 PETTERS GROUP: Trustee Reaches $93MM Clawback Deal With Fund PORTER BANCORP: Porter Estate Has 24% Stake as of June 20 PRESIDIO INC: Moody's Puts B1 CFR on Review for Downgrade PROGRESSIVE CASUALTY: High Court Denies Appeal Over Fee Fight PWK TIMBERLAND: Wants to Sell Calcasieu Parish to Shalon Latour PWK TIMBERLAND: Wants to Sell Parish of Vernon for $120,000 QUEST SOLUTION: Adds Thomas Miller to Board of Directors RADIOSHACK CORP: Shares Trading Briefly Halt on Clash With Lender RADIOSHACK CORP: November Sales Drop 30%, Says Franchisee RADIOSHACK CORP: Says It Will Fight Salus Capital Breach Claim RADIOSHACK CORP: Closes Two Stores in Sacramento RED SHIELD: Court OKs Sale of Old Town to KPS's Expera REICHHOLD HOLDINGS: Gets Nod for $106M DIP, January Auction REVEL AC: Can't Shake Tax Agreements, Atlantic City Says REVEL AC: BNYM Asserts Right to Adequate Assurance of Payment SAMUEL WYLY: Aspen Words Director Hopeful to Receive Contribution SEARS HOLDINGS: Former Prestige Cruise President Named to Board SEARS HOLDINGS: Closing Stores, Selling Assets to Raise Cash SENECA BIOENERGY: Files for Chapter 11 Bankruptcy Protection SEQUENOM INC: Signs $50 Million Patents Agreement With Illumina SEVEN COUNTIES: To Seek Confirmation of Reorganization Plan Jan. 6 SILVERSUN TECHNOLOGIES: To Sell Class A Shares SIRIUS INFORMATION: Bankruptcy Leaves Trail of Unpaid Journalists STOCKTON, CA: Fights Franklin Bid to Reduce $545MM Retiree Claims SUSSEX RANDOLPH: Case Summary & 11 Unsecured Creditors TENET HEALTHCARE: Names Dr. Freda C. Lewis-Hall as Director TITAN ENERGY: Unit Repays $1.4 Million Harborcove Facility TITAN ENERGY: PTES Acquisition Takes Controlling Interest TOUCHPOINT METRICS: Reports $39K Net Income in Sept. 30 Quarter TRUMP ENTERTAINMENT: Seeks DGE's Okay to Shut Down Taj Mahal ULTURA INC: Committee Retains EisnerAmper as Financial Advisor UNIVERSITY GENERAL: Hires NexBank to Sell Dallas Hospital WATERFORD SPEEDBOWL: Creditor Wants OK on Sale Price Reconsidered YMCA MILWAUKEE: Chapter 11 Plan Gets Unsecured Creditors' Backing * U.S. Bankruptcy Filings Drop 16% in November * Investor Group Reaches $1.55B Deal to Refinance Plaza Hotel Debt * Ch. 11 Pros Foresee Refurbishing of Securities Safe Harbor * Christopher Samis & L. Katherine Good Join Whiteford Taylor * Preeminent Bankruptcy Attorney Jeffrey Sabin Joins Venable * ABI's Commission to Study the Reform of Ch11 to Hold Conference * BOND PRICING: For The Week From November 24 to 28, 2014 ********* 16 RIVER ROAD: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: 16 River Road Holdings, LLC 886 Belmont Avenue, Suite B North Haledon, NJ 07508 Case No.: 14-34500 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 3, 2014 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Donald H. Steckroth Debtor's Counsel: Leonard C. Walczyk, Esq. WASSERMAN, JURISTA & STOLZ 225 Millburn Ave., Suite 207 P.O. Box 1029 Millburn, NJ 07041-1712 Tel: (973) 467-2700 Email: lwalczyk@wjslaw.com attys@wjslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Gershon Alexander, managing member. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/njb14-34500.pdf 16TH STREET REGENCY: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: 16th Street Regency LLC 198-210 16th Street Brooklyn, NY 11215 Case No.: 14-46104 Chapter 11 Petition Date: December 3, 2014 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Carla E. Craig Debtor's Counsel: David Carlebach, Esq. THE CARLEBACH LAW GROUP 55 Broadway, Suite 1902 New York, NY 10006 Tel: (347) 329-1241 Fax: (646) 355-1916 Email: david@carlebachlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Isaac Mutzen, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. AERODYNAMICS INC: Judgment Against CEO Mustn't Affect Flight Plans ------------------------------------------------------------------ Mike Gauntner at Wfmj.com reports Aerodynamics Incorporated is telling government regulators that a $600,000 civil judgment against its CEO, Scott Beale, should have no bearing on the Company's effort to gain approval of daily flight service between Youngstown Warren Regional Airport and O'Hare International Airport in Chicago. Wfmj.com recalls that Lauralynn Remo, the Chief of the Department of Transportation's Air Carrier Fitness Division, wrote a leter to the Company in November asking for an update on the status of a civil lawsuit filed in 2013 in federal court against its CEO. Wfmj.com adds that a jury in federal court in Virginia favored earlier this year one of Mr. Beale's former business partners who claimed he was defrauded by the CEO and awarded compensatory damages in the amount of $500,000 and punitive damages in the amount of $100,000. Mr. Beale believes that the verdict was in error, and that his former business partner was completely aware of the facts that ultimately led to the lawsuit, Wfmj.com relates, citing DI attorneys Aaron Goerlich and Jason Maddux. According to the report, the attorneys said that the funds that led to the civil action were expended in the regional jet project and did not end up in Mr. Beal's pocket. Wfmj.com reports that Mr. won't appeal the verdict, and that it is up to the former business partner to decide if he wishes to pursue collection against Mr. Beale through bankruptcy court. About Aerodynamics Incorporated 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. AF BORROWER: Moody's Assigns B2 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating and B2-PD probability of default rating to AF Borrower LLC, a newly formed entity set up to combine Accuvant, Inc. and Fishnet Security, Inc., two providers of security software and services. The new entity will be majority owned by private equity firm Blackstone Group L.P. Moody's also assigned B1 ratings to the company's first lien debt and a Caa1 rating to its second lien debt. The ratings outlook is stable. Ratings Rationale The B2 corporate family rating reflects the very high leverage of the company but also considers the combined firms' well- established customer base and strong growth prospects. Leverage at closing is estimated at approximately 7x but is expected to decline towards 5x over the next year driven by revenue growth and cost synergies. Value-added-resellers (VARs) and distributors with leverage over much over 5.5x are typically rated below B2, but usually have more modest growth prospects. Initially, the company is considered weakly positioned in the B2 category. The new company is expected to achieve double digit revenue growth over the next several years driven by strong security software industry trends and the strength of Accuvant's and Fishnet's combined domestic coverage and distribution capabilities. The overall security software industry is expected to grow at mid to high single digit rates driven by constantly evolving security threats, challenges of protecting corporate data over mobile, cloud, hybrid and on-premise environments and increasing compliance requirements. Both firms have grown substantially faster than the overall security software industry, implying they have been able to take share. Accuvant and Fishnet have built a large base of mid-to large enterprise customers selling a broad range of security software, appliances and services. The new company will be one of the largest value-added-resellers of security software with likely the broadest security sales and engineering coverage in the U.S. Though margins are much lower for software VARs than software producers, VARs benefit from having a broad range of software products and are not subject to ebbs and flows of a single producer's technology. Security software is frequently sold through resellers that can recommend and implement software from a wide variety of producers. Though Moody's expect leverage will approach 5x and free cash flow will approach 5% of debt over the near term, initial metrics will be weak. Based on 2013 results, free cash flow of the two companies would not cover the incremental pro forma interest expense from the proposed debt. Growth in revenues and margins is expected to result in improvements in leverage and free cash flow over the next year. EBITDA margins of the combined businesses was approximately 3% (of 2013 gross revenue) and is expected to improve to 5% over the next two years based on synergies from combining the two businesses and operating leverage. Liquidity is adequate based on cash at closing of $17 million, an undrawn $85 million revolver and expected free cash flow in excess of $15 million over the next year. The revolver is expected to be used on a regular basis to fund working capital and consequently availability may be modest if unforeseen integration challenges arise. The ratings could be downgraded if integration difficulties materially impact the performance of the company, the company is unable to grow at well over 5% growth rates, leverage is above 5.5x on other than a temporary basis and free cash flow is not on track to be sustainably above 5%. Though unlikely in the near term, ratings could be upgraded if leverage is sustained below 4x. The following ratings were assigned: Assignments: Issuer: AF Borrower LLC (Accuvant) Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured First Lien Term Loan, Assigned B1 (LGD3) Senior Secured Second Lien Term Loan, Assigned Caa1 (LGD5) Outlook, Assigned Stable The principal methodology used in these ratings was Global Business & Consumer Sercive 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. Accuvant and Fishnet are providers of security software and services. The combined companies had gross revenues of $1.2 billion in 2013. AG AIR LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: AG Air, LLC P.O. Box 39 Thomasville, PA 17364 Case No.: 14-05594 Chapter 11 Petition Date: December 3, 2014 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Mary D France Debtor's Counsel: Robert E Chernicoff, Esq. CUNNINGHAM AND CHERNICOFF PC 2320 North Second Street Harrisburg, PA 17110 Tel: 717 238-6570 Fax: 717 238-4809 Email: rec@cclawpc.com Total Assets: $1.15 million Total Liabilities: $1.84 million A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pamb14-05594.pdf AG MO-CP: To Propose Reorganization Plan by April 1 --------------------------------------------------- Dane P. Bays, Esq., at Bays Law Offices, the attorney for AG MO- CP. LLC, said that he will propose a reorganization plan by April 1, 2015, similar to their current fully?secured 10?year bank loan, paying back about $150,000 per year, Abc10up.com reports. Court documents say that Thomas and Denise Moyle, and their son Andrew claim that the Associated Bank of Milwaukee is attacking them personally by foreclosing on a loan in which all payments were current, according to federal bankruptcy documents. Abc10up.com relates that the Moyles claim that unless the Bank stops "attacking" their finances it will "inevitably result in their inability to maintain the other debt obligations." Abc10up.com says that the LLC loan is guaranteed by the Moyles and an Iron Mountain hotel they own, Country Inn and Suites. Abc10up.com states that a creditors meeting was held on Dec. 3, 2014, through a closed circuit TV and was run by U.S. Bankruptcy Trustee Michael V. Maggio, who was sitting in Grand Rapids. Houghton, Michigan-based AG MO-CP. LLC filed for Chapter 11 bankruptcy protection (Bankr. W.D. Mich. Case No. 14-90378) on Nov. 6, 2014. The Debtor listed $1.9 million in total assets and $3.55 million in total liabilities. The petition was signed by Thomas J. Moyle, managing member. Dane P. Bays, Esq., at Bays Law Offices, serves as the Debtor's bankruptcy counsel. Judge Scott W. Dales presides over the case. AMERICAN AIRLINES: Asks to Extend Deferral on Pensions ------------------------------------------------------ Michael A. Lindenberger, writing for Dallas News, reported that American Airlines, fat with record-setting profits but also confronting new demands from its pilot union, is asking members of Congress for a holiday bonus. According to the report, the airline is shopping proposed language for an amendment to a 2006 law that would reduce its near-term obligations to its pension funds. 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. The TCR, on Nov. 28, 2014, reported that Standard & Poor's Ratings Services said it raised its ratings on Fort Worth, Texas-based American Airlines Group Inc. (AAG) and its subsidiaries American Airlines Inc. and US Airways Inc., including raising the corporate credit ratings on the entities to 'B+' from 'B'. The rating outlook is positive. ARRAY BIOPHARMA: To Regain Worldwide Rights to binimetinib ---------------------------------------------------------- Array BioPharma Inc. has reached a definitive agreement with Novartis International Pharmaceutical Ltd. to regain full worldwide rights to binimetinib, a MEK inhibitor in three Phase 3 trials. This agreement is conditional on the closing of transactions announced by Novartis and GlaxoSmithKline PLC (GSK) on April 22, 2014, which are expected in the first half of 2015, and remain subject to regulatory approval. Array had previously granted Novartis worldwide exclusive rights to develop and commercialize binimetinib under a 2010 License Agreement, which will terminate and be superseded by a new set of agreements between the parties. "Regaining full worldwide rights to binimetinib, an innovative late-stage oncology product, represents a tremendous opportunity for Array," said Ron Squarer, chief executive officer, Array BioPharma. "Binimetinib is currently advancing in three Phase 3 clinical trials and, we expect to file for our first regulatory approval during the first half of 2016. With this agreement, we are in a strong position to successfully develop and commercialize binimetinib to the benefit of cancer patients." Novartis stated, "Binimetinib has demonstrated promising results for cancer patients across several different clinical trials. We are committed to supporting a successful transition to Array." Terms of the Agreement Upon deal close, Array will receive up to $85 million and Novartis' global, exclusive license to binimetinib will terminate with all rights reverting to Array. Novartis has agreed to provide transitional regulatory, clinical development and manufacturing services as specified below and will assign to Array patent and other intellectual property rights it owns to the extent relating to binimetinib. All clinical trials involving binimetinib, including the COLUMBUS, NEMO and MILO pivotal trials, will continue to be conducted as currently contemplated. Novartis will be responsible for continued conduct and funding of the COLUMBUS trial. This obligation will transfer to any future owner of LGX818 (encorafenib). Following deal close, Novartis will reimburse Array for all remaining out-of-pocket expenses and half of all remaining fully-burdened full time equivalent (FTE) costs associated with MILO, which Array will continue to conduct. For NEMO and all other ongoing and planned clinical trials, Novartis will conduct and solely fund each trial, until a mutually agreed-upon transition date to Array. Following this transition, Novartis will reimburse Array for all remaining out-of-pocket expenses and half of all remaining fully-burdened FTE costs required to complete these studies. Novartis will remain responsible for conducting and funding development of the NRAS melanoma companion diagnostic until Premarket Approval is received from the U.S. Food and Drug Administration. Following approval, Novartis will transfer the product and Premarket Approval to a diagnostic vendor of Array's designation. Novartis also retains binimetinib supply obligations for all clinical and commercial needs for up to 30 months after closing and will also assist Array in the technology and manufacturing transfer of binimetinib. Novartis will also provide Array continued access to several Novartis pipeline compounds including, but not limited to, LEE011 (CDK 4/6 inhibitor) and BYL719 (�-PI3K inhibitor), for use in currently ongoing combination studies, and possible future studies, including Phase 3 trials, with binimetinib. Additional information is available for free at: http://is.gd/L47uKU About Array Biopharma Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical company focused on the discovery, development and commercialization of targeted small-molecule drugs to treat patients afflicted with cancer and inflammatory diseases. Array has four core proprietary clinical programs: ARRY-614 for myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797 for pain and ARRY-502 for asthma. In addition, Array has 10 partner-funded clinical programs including two MEK inhibitors in Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis. The Company's balance sheet at Sept. 30, 2014, showed $135 million in total assets, $173 million in total liabilities, and a stockholders' deficit of $37.6 million. "If we are unable to generate enough revenue from our existing or new collaboration and license agreements when needed or to secure additional sources of funding, it may be necessary to significantly reduce the current rate of spending through further reductions in staff and delaying, scaling back, or stopping certain research and development programs, including more costly Phase 2 and Phase 3 clinical trials on our wholly-owned or co- development programs as these programs progress into later stage development. Insufficient liquidity may also require us to relinquish greater rights to product candidates at an earlier stage of development or on less favorable terms to us and our stockholders than we would otherwise choose in order to obtain up- front license fees needed to fund operations. These events could prevent us from successfully executing our operating plan and, in the future, could raise substantial doubt about our ability to continue as a going concern," according to the quarterly report for the period ended Sept. 30, 2014. ASTORIA ENERGY: Moody's Rates Sr. Secured Credit Facilities Ba3 --------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to Astoria Energy LLC's (Astoria Energy) senior secured credit facilities consisting of a $775 million senior secured term loan due 2021, a $70 million working capital facility due 2019, and a $7 million letter of credit for the benefit of the counterparty under a power purchase agreement that expires in April 2016. Astoria Energy's rating outlook is stable. Proceeds will be used to refinance $472 million of an existing commercial bank financing, provide an upfront distribution to the sponsors of approximately $223 million, pay a make-whole premium of $79 million, and to pay other fees and expenses. Astoria Energy owns Astoria Energy I, the 585 megawatt (summer/winter average including ducts) combined cycle generating station in the Astoria section of Queens, NY. Rating Rationale According to Moody's Analyst Charles Berckmann, "the Ba3 rating reflects Astoria's position as a very efficient generator located within a highly congested load pocket within the most constrained zone of the New York ISO, allowing it to earn substantial energy and capacity market premiums well above many other established capacity and electricity markets". In turn, this location has substantial barriers for new in-city electric generating supply, partially mitigating substantial project leverage and makes refinancing risk more manageable compared to other less leveraged project financings. NYISO's capacity market construct has also become more transparent based on recent Federal Energy Regulatory Commission (FERC) rulings regarding buy-side mitigation, enhancing predictability around future capacity pricing. With volatility in NYISO capacity pricing likely more muted than in prior years, the prospects for cash flow predictability are enhanced. Roughly 55% of net revenues are expected to be derived from capacity markets with the remaining 45% coming from the energy markets. Despite Astoria's locational value, added Berckmann, "the Ba3 rating also reflects significant leverage of nearly $1,325 per kilowatt and merchant margin exposure on a single electric generating asset owing principally to the take out of an already highly leveraged capital structure, sizeable upfront dividend to the sponsors, and ongoing dividends as a result of the 75% cash sweep structure." "In the event of under-performance, subject to the 1.1x distribution test, the owners can still take dividends out of the project" notes Berckmann. Berckmann further added, "the rating acknowledges the merchant exposure for nearly 100% of the cash flows following the expiration in April 2016 of an existing power purchase agreement with Consolidated Edison that currently provides relatively stable cash flows". Moody's treats unknown capacity payments as merchant cash flows as the project principally receives its payments through monthly spot auctions. Based on financial sensitivities Moody's has considered, Astoria Energy should achieve debt service coverage ratios (DSCR) in excess of 2.0x for the three-year period 2015 to 2017. From a leverage perspective, funds from operations to debt (FFO/Debt) of 10% is likely during the same three-year period. These are commensurate with financial metrics consistent with B-rated project financings. At the same time, the project's competitiveness as a highly efficient, in-city generation source as well as the high quality ownership and management and well- known technology are commensurate with Baa-project finance ratings. The project's cash flow generating potential even under more severe downsides, such as capacity pricing near 75% of net cost of new entry pricing levels for capacity payments, further supports the Ba3 rating. The project lenders are mostly served by typical project finance including a cash-flow waterfall of accounts, a six-month debt service reserve fund and a 1.1x debt service coverage covenant and strict limitations on additional indebtedness. On top of the initial up front distribution, which is 30% of the contemplated financing structure, the project's 75% cash sweep structure allows the project owners to continue to take equity out of the project. Moody's view this feature as a weakness relative to other similar rated single asset power project financings since the owners will be able to take out distributions, even during periods of underperformance so long as some positive excess cash flow is being generated. The project's diverse ownership group and board structure provides ample ring-fencing protections, including unanimous approval of the board plus the consent of an independent direct to declare bankruptcy, alter the business profile or maintain single purpose entity status. The stable rating outlook reflects the locational value that Astoria Energy enjoys from premium merchant capacity, energy and ancillary services sales, the view that this valued position is not likely to appreciably change over the life of the financing, and the expectation of continued strong operating performance. The rating is unlikely to face upward momentum given the substantial leverage contemplated in this refinancing. That said, to the extent that better than expected and sustained financial results occur leading to consistent FFO/Debt metrics that exceeds above 15% and a DSCR above 2.5x both on sustained basis could put upward pressure on the rating. Additionally, greater than expected debt reduction owing to substantially stronger operating performance could also lead to consideration of a higher rating. Downward rating pressure would occur if Astoria Energy's operating performance is substantially weaker than expected resulting in materially higher operating costs or if merchant capacity and energy revenues are well-below Moody's expectations leading to FFO/Debt metrics and DSCR consistently less than 10% and 2.0x, respectively. Astoria Energy is directly owned by Astoria Project Partners (APP). APP itself is owned by a consortium of affiliates of GDF Suez (A1, stable), Mitsui (A2, stable), Energy Investors Funds (EIF) and Harbert/JEMB. EIF and Harbert are private equity funds with substantial industry expertise, and JEMB is a real estate and energy investment firm. BAXANO SURGICAL: Proposes Jan. 8 Auction for Assets --------------------------------------------------- The Bankruptcy Court will convene a hearing on Dec. 5, 2014, at 11:30 a.m., to consider approval of the procedures to govern the sale of substantially all of the assets of Baxano Surgical, Inc. The Debtor also seeks authorization to designate a stalking horse bidder for some or all of the offered assets; and in the event a stalking horse is designated, approve the terms and conditions of the proposed break-up fee and reimbursement of expenses provided to the stalking horse. Further, the Debtor requests that the Court approve the timeline in relation to the sale of assets: Event Date ----- ---- Stalking Horse Designation Deadline Dec. 22, 2014 Bid Deadline Jan. 6, 2015 at 5:00 p.m. Auction Date (if necessary) Jan. 8, 2015 at 10:00 a.m. Objection Deadline for Sale Hearing Jan. 13, 2015 at 4:00 p.m. Sale Hearing Jan. 15, 2015 at 10:00 a.m. Payment of a breakup fee will equal to 3.0% multiplied by the purchase price of the stalking horse bid offered by the stalking horse pursuant to the stalking horse agreement, exclusive of any assumed liabilities. In the event the Debtor receives one or more qualified bids, the Debtor will hold an auction at the offices of Stevens & Lee, P.C., 1818 Market St., 29th Floor, Philadelphia, PA. About Baxano Surgical Based in Raleigh, North Carolina, Baxano Surgical Inc. develops, manufactures and markets minimally invasive medical products designed to treat degenerative conditions of the spine affecting the lumbar region. As of March 31, 2013, over 13,500 fusion procedures and 7,000 decompression procedures have been performed globally using its products. Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-12545) on Nov. 12, 2014. The case is assigned to Judge Christopher S. Sontchi. The Debtor estimated $10 million to $50 million in assets and debt. The formal schedules of assets and liabilities and statement of financial affairs are due Dec. 1, 2014. The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, as bankruptcy counsel. The Debtor is also employing the law firm of Goodwin Proctor LLP as special counsel, and the law firm of Hogans Lovell as special healthcare regulatory counsel. The Debtor is engaging Tamarack Associates to, among other things, provide John L. Palmer as CRO. Houlihan Lokey is serving as the Debtor's investment banker. Rust Consulting Omni is the claims and noticing agent. The Chapter 11 plan and disclosure statement are due March 12, 2015. BMOC INVESTORS: Defaults on Wells Fargo Loan, To Lose Burlington ---------------------------------------------------------------- Chris Lavender at the Times-News reports that BMOC Investors, LLC, has defaulted on its loan with Wells Fargo, resulting in a foreclosure sale of Burlington Outlet Village on Dec. 12, 2014. The Times-News recalls that the Debtor secured an $8.3 million loan in 2009 through the property. Times-News says that in a second loan modification, filed in February 2012, the Debtor had an outstanding balance of almost $7.8 million. The modification, according to the report, required the Debtor to lower the balance to $6.5 million in 2013, $5.5 million in 2014 and $4.5 million in 2015. Court documents show that as of Oct. 1, 2014, the sums owed under the loan were $5,824,568 in principal and $607,240 accrued unpaid interest. According to court documents, Wells Fargo entered into a settlement agreement with the Debtor on Oct. 28, 2014, which allows Wells Fargo to foreclose on the property without the Debtor's challenge. The Times-News states that the Bankruptcy Court granted on Nov. 7, 2014, Wells Fargo's motion for relief from the automatic stay, which allowed Wells Fargo to move forward with foreclosure. The Times-News relates that the Debtor is entitled to have the property managed by the existing management company, pending the transfer of the property through foreclosure. The property is appraised at $4.5 million to $6.5 million, Times- News reports, citing property owner James Anthony Jr., CEO of Anthony and Co. in Raleigh, who is listed in court documents as the Debtor's registered agent. BMOC Investors, LLC, owner of Burlington Outlet Village in Raleigh, North Carolina, filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 14-01486) on March 14, 2014. Judge Stephani W. Humrickhouse presides over the case. The Debtor is represented by George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, as counsel. In its petition, BMOC estimated $1 million to $10 million in both assets and liabilities. The petition was signed by James I. Anthony, Jr., member manager. BOSCOV'S INC: Al Boscov Gives $715K to City of Scranton ------------------------------------------------------- Jim Lockwood at The Times-Tribune reports that Al Boscov, Chairman of the board of Boscov's Department Stores, has given Scranton Mayor Bill Courtright a check for $715,173, to make good on a loan the city had given years ago to the Mall at Steamtown that went unpaid. According to The Times-Tribune, the money is intended to replace a $612,480 missed loan payment that had been owed by former mall owner Steamtown Mall Partners, with which Mr. Boscov was and is affiliated. Citing Mr. Boscov, the report says that the loan was guaranteed by the city and covered out of its federal block grant funds, as well as $102,693 in interest. Times-Tribune states that Mr. Boscov said he is "grateful for the support of the city of Scranton and didn't want the city to suffer any loss of funds." Travis Kellar at Timesleader.com relates that on Nov. 4, 2014, the chain said that it reached an agreement to purchase the remaining assets. Timesleader.com recalls that in August 2008, Boscov's said it had a deal with Philadelphia-based Versa Capital Management to buy its assets. About Boscov's Inc. Headquartered in Reading, Pennsylvania, Boscov's Inc. -- http://www.boscovs.com/-- is America's largest family-owned independent department store, with 49 stores in Pennsylvania, New York, New Jersey, Maryland, Delaware and Virginia. Boscov's Inc. and its debtor-affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 08-11637) on Aug. 4, 2008. Judge Kevin Gross presides over the cases. Attorneys at Jones Day served as the Debtors' lead counsel. The Debtors' claims agent was Kurtzman Carson Consultants L.L.C. Attorneys at Cooley Godward Kronish LLP, in New York, and Potter Anderson & Corroon LLP , in Wilmington, Delaware, represented the Debtors as co-counsel. The Debtors changed their names to BSCV Department Store, LLC, et al., following a sale of the assets to the Boscov family. In its amended schedules filed with the Court on March 12, 2009, BSCV Department Store, LLC (f/k/a Boscov's Department Store, LLC) listed assets of $315.7 million against debt totaling $314.6 million. Secured creditors were owed $196.2 million. C.W. WILLIAMS: Funding From Mecklenburg May Resume in June ---------------------------------------------------------- Jenna Deery at Wsoctv.com reports that Mecklenburg County's funding of C.W. Williams Community Health Center, Inc., could be restored in June 2015, after county leaders voted to help keep the Center from closing. According to Wsoctv.com, county commissioners appointed Assistant County Manager Mark Foster to the Center's Board of Directors to help navigate its financial issues. The Center, says Wsoctv.com, is required to provide the county financial statements and invoices of how it spent county money, a reorganization plan, and a partnership with another nonprofit for financial support. Wsoctv.com relates that county officials refused to give the Center $390,000 in taxpayer money it had been getting for years unless it changed its operational ways. Wsoctv.com quoted Mecklenburg County Manager Dena Diorio as saying, "They wanted to do what they could to try to assist, but there had to be some indication that C.W. Williams wanted to help themselves." About C.W. Williams Charlotte, North Carolina-based C.W. Williams Community Health Center, Inc., has provided medical care in Charlotte for more than 30 years. It primarily serves low-income patients. It receives funding from the federal government and other sources. C.W. Williams filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 14-32010) on Nov. 26, 2014, estimating its liabilities at between $1 million and $10 million and its assets at up to $50,000. The petition was signed by Leon L. Burton, CEO. CAESARS ENTERTAINMENT: Signs Waiver Agreement With UMB Bank ----------------------------------------------------------- Caesars Entertainment Operating Company, Inc., and Caesars Entertainment Corporation, on Dec. 2, 2014, executed a Second Amended and Restated Waiver Agreement dated and effective as of Aug. 12, 2014, for the benefit of UMB Bank, National Association, according to a regulatory filing with the U.S. Securities and Exchange Commission. UMB Bank is the trustee, under the indentures governing the Senior Secured Notes, and the registered and beneficial holders from time to time of CEOC's 11.25% senior secured notes due 2017, 8.5% senior secured notes due 2020 and 9% senior secured notes due 2020. Pursuant to the Agreement, if the Trustee or Holders provide a notice of default in respect of Specified Defaults under any or all of the Indentures at any time on or after the Effective Date, that notice of default will be deemed to have been given as of the Effective Date of the Agreement for any and all purposes; provided that each Specified Default alleged in that Notice of Default under Section 6.01(c) or (j) of any or all of the Indentures will become an "Event of Default" under those Indentures if CEOC does not cure such Specified Default within three calendar days. Subject to written extension by CEOC and CEC, any notice of default that is provided after April 9, 2015, will not have the benefit of the Agreement. Notwithstanding the Agreement, CEOC reserved all rights to challenge whether or not any Specified Defaults constitute actual defaults under the applicable Indentures. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. Caesars Entertainment reported a net loss of $2.93 billion in 2013, as compared with a net loss of $1.50 billion in 2012. The Company's balance sheet at Sept. 30, 2014, showed $24.5 billion in total assets, $28.20 billion in total liabilities and a $3.71 billion total deficit. * * * In the April 10, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiaries, Caesars Entertainment Operating Co. (CEOC) and Caesars Entertainment Resort Properties (CERP), as well as the indirectly majority-owned Chester Downs and Marina, to 'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that Caesars' capital structure is unsustainable, and the amount of cash the company will burn in 2014 and 2015 creates conditions under which S&P believes a restructuring of some form is increasingly likely over the near term absent an unanticipated significantly favorable change in operating performance. As reported by the TCR on May 1, 2014, Fitch Ratings had downgraded the Issuer Default Ratings (IDRs) of Caesars Entertainment Corp (CEC) and Caesars Entertainment Operating Company (CEOC) to 'CC' from 'CCC'. In May 2014, Moody's Investors Service affirmed the Caa3 corporate family rating and Caa3-PD probability of default ratings. The negative rating outlook reflects Moody's view that CEOC will pursue a debt restructuring in the next year. Ratings could be lowered if CEOC does not take steps to address it unsustainable capital structure. Ratings improvement is not expected unless there is a significant reduction in CEOC's $18 billion debt load. CAPELLA HEALTHCARE: Moody's Rates New $100MM Sr. Secured Loan B2 ---------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Capella Healthcare, Inc.'s proposed $100 million senior secured term loan. Concurrently, Moody's affirmed the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B3 rating on the company's $500 million 9.25% senior unsecured notes. The ratings outlook is stable. Proceeds from the proposed $100 term loan will be used to fund the proposed acquisition of Carolina Pines Regional Medical Center and its related outpatient services for $75 million from Community Health Systems, Inc., repay $21 million of borrowings on the company's asset based revolving credit facility, and pay related fees and expenses. The company's ABL revolver was drawn in July 2014 to purchase the company's Muskogee Community Hospital ("MCH") capital lease. The following rating actions were taken (all ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation): $100 million senior secured term loan due 2021, assigned Ba2 (LGD2); Corporate family rating, affirmed at B2; Probability of default rating, affirmed at B2-PD. $500 million 9.25% senior unsecured notes due 2017, affirmed at B3 (LGD4). Outlook, stable. Ratings Rationale The B2 Corporate Family Rating considers Capella's high leverage, limited scale, and geographic concentration. The rating also considers Capella's reliance on a relatively small number of facilities to generate a majority of the company's EBITDA. Sizeable reimbursement exposure to government payors such as Medicare and Medicaid as well as high levels of uncompensated care from uninsured and under-insured patients further constrains the rating. The rating is supported by anticipated improvement in credit metrics from Capella's focus on internal efficiencies such as streamlining hospital workflow and purchasing as well as the anticipated expansion of healthcare insurance coverage as part of the Affordable Care Act. Additionally, the B2 rating is supported by Capella's emphasis on quality of care and the implementation of electronic health records that are expected to maximize reimbursement levels. Further, the rating benefits from a good liquidity profile and the company's management of non-urban hospitals that generally operate in a less competitive environment when compared to their urban peers. The stable outlook reflects Moody's expectation that the company will take a disciplined approach toward acquisitions and will work to reduce leverage by further improving revenue and EBITDA at existing facilities. The stable outlook also assumes the company will maintain a good liquidity profile, including sufficient borrowing base availability under the $100 million asset based revolver. The ratings could be downgraded if Capella experienced a material operating disruption at one of its larger facilities or if general economic conditions were to impact volumes, payor mix, or bad debt expense more than expected. Specifically, if the company's Moody's adjusted operating cash flow to debt was expected to be sustained below 5%, adjusted free cash flow to debt was expected to be negative, or if leverage (adjusted debt to EBITDA, including the capitalization of operating leases) is sustained over 6.5 times, there could be downward rating pressure. The ratings could also be downgraded if the company were to pursue significant debt funded acquisitions or if its liquidity profile were to deteriorate. A less stable reimbursement and pricing environment with respect to Medicare and private payers could also pressure the ratings. Although unlikely in the near term, the ratings could be upgraded if Capella is able to improve the operations of its facilities such that adjusted debt leverage was expected to be sustained below 4.0 times and adjusted free cash flow to debt was expected to be sustained above 8%. Additionally, if the company pursues a disciplined acquisition strategy such that it is able to improve its scale and diversity profile with a reduction in debt leverage and without operational disruption there could be upward pressure on the ratings. The principal methodology used in these ratings was Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Franklin, Tennessee, Capella Healthcare, Inc. is an owner and operator of non-urban hospitals. Capella operates 11 acute care hospitals comprised of 1,496 beds in six states and generated revenue of approximately $747 million for the last twelve month period ended September 30, 2014. Capella is majority owned by GTCR Golder Rauner, LLC. CAROLINE WYLY: SEC Pursuit Is Ch. 11 Issue, Judge Scheindlin Says ----------------------------------------------------------------- Law360 reported that U.S. District Judge Shira Scheindlin dealt the U.S. Securities and Exchange Commission a blow in its attempt to collect on a $261 million offshore-trading judgment, saying only a bankruptcy court can decide whether the assets of Caroline Wyly, Texas tycoon Charles Wyly's widow, are within the reach of the SEC. According to the report, despite a freeze that Judge Scheindlin placed on the assets of the Wylys and their family in early November, the judge says the bankruptcy court's authority takes precedence now in the decision as to whether Caroline Wyly can in fact be named as a relief defendant in the SEC suit. Caroline Wyly's bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy Court, Northern District Texas (Dallas). CD STORES: Lisa Price Assures She Will Remain in Control -------------------------------------------------------- Lisa Price has assured that she will remain in complete control of Carol's Daughter, despite the Company's sale to L'Oreal USA, Brande Victorian at Madame Noire reports. As reported by the Troubled Company Reporter on Oct. 22, 2014, Tonya Garcia at Madame Noire reported that the sale is subject to the final regulatory approvals, and other financial details are undisclosed. According to Madame Noire, Ms. Price and her investors exhausted all possibilities before closing up shops. Madame Noire relates that many had mixed reactions to her sale of the hair care line to L'Oreal following her filing for bankruptcy. The major deal, says Madame Noire, will likely increase the success of the Company and its founder. About CD Stores Entities affiliated with beauty products company Carol's Daughter filed for Chapter 11 bankruptcy protection April 24, 2014 (Bankr. S.D.N.Y. Lead Case No. 14-11192) in Manhattan. The filing entities are CD Stores LLC and its retail affiliates: CD Store 125th, LLC; CD Store Atlantic Terminal, LLC; CD Store Roosevelt Field, LLC; CD Store Pentagon City LLC; CD Store Newport Centre, LLC; CD Store Fox Hills, LLC; and CD Store Lenox Square, LLC. The Debtors' primary business is the marketing and sales of natural hair, body, and skincare beauty products under the name "Carol's Daughter," from retail stores located in New York, New Jersey, Georgia, Virginia, and California. Carol's Daughter has been known for its natural beauty products for more than 20 years. Debtor CD Stores does not operate a retail location, and has no employees, but it is the sole member of the Retail Debtors, and guarantor with respect to certain lease agreements for Debtor 125th, Debtor Roosevelt Field, Debtor Lenox, Debtor Newport, Debtor Fox, and Debtor Pentagon. Debtor CD Stores is wholly owned by Carol's Daughter Holdings, LLC, a New York limited liability company. CD Holdings is the sole member of Debtor CD Stores, and Carol's Daughter Products, LLC, a Delaware limited liability company. Neither CD Holdings nor CD Products have sought bankruptcy protection. CD Holdings and CD Products focus on the marketing and sales of Carol's Daughter beauty products direct to consumers, through CarolsDaughter.com, a website owned and operated by Carol's Daughter Online, LLC1, as well as to wholesale vendors. The Debtors are not involved in the online marketing and sales of Carol's Daughter beauty products. CD Stores estimated assets and debts each in the $1 million to $10 million range. As of April 20, 2014, the Debtors, on an unaudited basis, had total assets with a book value of $280,435 and total liabilities of roughly $7,050,016. Judge Shelley C. Chapman presides over the cases. Gerard R. Luckman, Esq., and Adam L. Rosen, Esq., at Silverman Acampora LLP, serve as the Debtors' counsel. The petitions were signed by John D. Elmer, chief financial officer, chief operating officer. * * * As reported by the Troubled Company Reporter on Sept. 16, 2014, Bloomberg News bankruptcy columnist Bill Rochelle reported that U.S. Bankruptcy Judge Shelley C. Chapman, on Sept. 2, 2014, signed an order confirming the reorganization plan for CD Stores. CLAIRE'S STORES: Incurs $26.8 Million Net Loss in Third Quarter --------------------------------------------------------------- Claire's Stores, Inc., reported a net loss of $26.8 million on $351 million of net sales for the three months ended Nov. 1, 2014, compared to a net loss of $25.5 million on $357 million of net sales for the three months ended Nov. 2, 2013. For the nine months ended Nov. 1, 2014, the Company reported a net loss of $85.5 million on $1.08 billion of net sales compared to a net loss of $72.7 million on $1.07 billion of net sales for the nine months ended Nov. 2, 2013. As of Nov. 1, 2014, the Company had $2.66 billion in total assets, $2.84 billion in total liabilities, and a $183 million stockholders' deficit. As of Nov. 1, 2014, cash and cash equivalents were $30.2 million, including restricted cash of $2.3 million. A full-text copy of the press release is available for free at: http://is.gd/DzO91Q A full-text copy of the Form 10-Q filed with the U.S. Securities and Exchange Commission is available for free at: http://is.gd/cqH3JP About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. Claire's Stores reported a net loss of $65.30 million for the fiscal year ended Feb. 1, 2014, following net income of $1.28 million for the fiscal year ended Feb. 2, 2013. Bankruptcy Warning "If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, * the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; * the lenders under our Credit Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and * we could be forced into bankruptcy or liquidation," the Company stated in its annual report for the fiscal year ended Feb. 1, 2014. * * * As reported by the TCR on Oct. 1, 2012, Moody's Investors Service upgraded Claire's Stores, Inc.'s Corporate Family and Probability of Default ratings to Caa1 from Caa2. The upgrade of Claire's Corporate Family Rating to Caa1 reflects its ability to address its substantial term loan maturity in 2014 by refinancing it with a $625 million add-on to its existing senior secured first lien notes due 2019. Claire's Stores, Inc., carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. CLINE MINING: Chapter 15 Case Summary ------------------------------------- Chapter 15 Petitioner: FTI Consulting Canada Inc. Debtor-entities subject to Chapter 15 Petitions: Chapter 15 Debtors Case No. ------------------ -------- Cline Mining Corporation 14-26132 27th Floor, TD Canada Trust Tower 161 Bay Street Toronto, Ontario M5J 2S1 New Elk Coal Company LLC 14-26133 North Central Energy Company 14-26134 Type of Business: The Debtors, together with Raton Basin Analytical LLC, a Colorado limited liability company of which New Elk is the sole member ("Cline Group") are in the business of locating, exploring and developing mineral resource properties, with a focus on gold and metallurgical coal. Chapter 15 Petition Date: December 3, 2014 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Elizabeth E. Brown Chapter 15 Petitioner's Ken Coleman, Esq. Counsel: Jonathan Cho, Esq. ALLEN & OVERY LLP 1221 Avenue of the Americas New York, New York 10020 Tel.: (212) 610-6300 Fax.: (212) 610-6399 ken.coleman@allenovery.com jonathan.cho@allenovery.com Cline Group's Total Assets: $137.7 million as of Aug. 31, 2014 Cline Group's Total Debts: $87 million as of Aug. 31, 2014 COMMUNITY HOME: Dec. 9 Hearing on Wells Fargo's Stay Relief Bid --------------------------------------------------------------- The Bankruptcy Court will convene a hearing on Dec. 9, 2014, at 1:30 p.m., to consider creditor Wells Fargo Bank, N.A.'s motion for relief from stay in the Chapter 11 case of Community Home Financial Services Inc. As reported in the Troubled Company Reporter on Nov. 27, 2014, the property located in Cleveland, Ohio, is covered by a deed of trust securing a promissory noted executed by a certain Vincent Flores, Jr. In May last year, Wells Fargo was assigned the beneficial interest in the deed of trust. Meanwhile, Community Home is a junior lien holder on the property, court filings show. Charles Frank Fair Barbour, Esq., at Bennett Lotterhos Sulser & Wilson, P.A., in Jackson, Mississippi, said Wells Fargo "is not adequately protected" and that the stay should be lifted so that the bank can finally pursue a foreclosure sale of the property. About Community Home Community Home Financial Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012. Community Home Financial is a specialty finance company located in Jackson, Mississippi, providing contractors with financing for their customers. CHFS operates from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. The Debtor scheduled $44,890,581 in total assets and $30,270,271 in total liabilities. Judge Edward Ellington presides over the case. The Debtor was first represented by Roy H. Liddell, Esq., and Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter 11 counsel. Wells Marble was terminated Nov. 13, 2013. The Debtor is now being represented by Derek A. Henderson, Esq., in Jackson, Miss. In 2013, the Debtor sought to employ David Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel. On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11 Trustee for the Debtor. Jones Walker LLP serves as counsel to the Chapter 11 trustee, while Stephen Smith, C.P.A., acts as accountant. * * * On Aug. 8, 2013, the Court approved the Disclosure Statement explaining the Debtor's Plan of Reorganization dated Jan. 29, 2013. In the first quarter of 2014, the Court entered an order holding in abeyance the (i) confirmation of the Debtor's Chapter 11 Plan; and (ii) the objection and amended objection to the confirmation of Plan pending further Court order. CONNEAUT LAKE PARK: Files for Ch 11 to Dodge Sherriff's Sale ------------------------------------------------------------ Bill Vidonic at Triblive.com reports that the Board of Trustees of Conneaut Lake Park filed for bankruptcy protection on Thursday in the U.S. Bankruptcy Court for the Western District of Pennsylvania, less than 20 hours before the Crawford County amusement park was scheduled to go to sheriff's sale for almost $930,000 in back taxes and related fees. Triblive.com recalls that Crawford County President Judge Anthony Vardaro rejected on Wednesday the state attorney general's attempt to halt the sheriff's sale. The report says that the attorney general had argued that the park should not have been taxed and that if it were sold at sheriff's sale, the buyer would have to continue the park's charitable purposes, because the park is overseen by a tax-exempt entity. "If this debtor can't come up with feasible plan of reorganization, this asset might have to go up for sale," Triblive.com quoted said Paul Cordaro, a Downtown attorney not involved in the bankruptcy proceedings, as saying. A schedule set by U.S. District Judge Thomas P. Agresti indicates April 3, 2015, as the deadline for the Debtor to file a reorganization plan. Court documents show that the largest unsecured debts are: (i) the almost $51,000 owed to Starn Marketing Group, and (ii) the $43,500 owed to National City/PNC Bank. More than 130 creditors -- including taxing bodies in Crawford County, Sadsbury and Summit townships and the Conneaut School District -- but the amounts owed are not disclosed. Conneaut Lake Park is a summer amusement resort, located in Conneaut Lake, Pennsylvania. CONYERS 138: Section 341(a) Meeting Scheduled for Jan. 8 ------------------------------------------------------- A meeting of creditors in the bankruptcy case of Conyers 138, LLC, will be held on Jan. 8, 2015, at 11:00 a.m. in Hearing Room 367, Atlanta. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Conyers 138, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-73659) in Atlanta, Georgia, on Dec. 1, 2014, without stating a reason. The Debtor, a Single Asset Real Estate as defined 11 U.S.C. Sec. 101(51B), estimated $10 million to $50 million in total assets and debt of $500,000 to $1 million. The Law Offices of Evan M. Altman, Esq., in Atlanta, serves as the Debtor's counsel. COUNTRY STONE: Panel Seeks to Tap McDonald Hopkins as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors in the case of Country Stone Holdings, Inc. et al., seeks permission from the U.S. Bankruptcy for the Central District of Illinois to retain McDonald Hopkins LLC as its counsel. As counsel, McDonald Hopkins is expected to: a) Advise the Committee with respect to its rights, duties, and powers in the Debtors' Chapter 11 Cases; b) Assist and advise the Committee in its consultations with the Debtors relative to the administration of the Chapter 11 Cases; and c) Assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests. The firm's standard rates are: Billing Category Range ---------------- ----- Members $350 to $715 Of Counsel $295 to $690 Associates $210 to $400 Paralegals $145 to $275 Law Clerks $40 to $155 David A. Agay, a member of McDonald Hopkins, assures the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Country Stone Country Stone Holdings, Inc., and its affiliates are in the business of manufacturing, processing, and packaging lawn and garden products such as mulch, soil, fertilizer, plant food, organics, concrete and decorative stone. The corporate headquarters are located in Rock Island, Illinois and Milan, Illinois. Country Stone operates 17 plants throughout the United States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin, Missouri, and California. Country Stone Holdings and its affiliates sought bankruptcy protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria, Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete Holdings, Inc., for $23 million in cash plus the assumption of liabilities, subject to higher and better offers. The bankruptcy cases are assigned to Judge Thomas L. Perkins. Country Stone listed $0 in assets and $45 million in liabilities. The Debtors have tapped Katten Muchin Rosenman LLP as counsel; Silverman Consulting to provide the services of Steven Nerger as CRO and Michael Compton as cash and restructuring manager; and Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. Nancy J. Gargula, U.S. Trustee for the Central District of Illinois, has appointed five creditors to serve in the official unsecured creditors committee in the Debtors' cases. * * * The Debtors are currently proceeding with a Dec. 17, 2014 auction for the sale of their assets, with Quikrete Holdings, Inc., serving as stalking horse bidder in the transaction. The Debtors are liquidating their assets for the benefit of their pre-bankruptcy secured lender First Midwest Bank. CYRIL GRAY: Missing Hearing No Grounds for Punitive Damages ----------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the U.S. Bankruptcy Appellate Panel for the Eighth Circuit in St. Louis ruled that failing to appear at a hearing for violating the automatic stay isn't evidence of "egregious, intentional misconduct" justifying an award of punitive damages. According to the report, under the governing case from the U.S. Court of Appeals for the Eighth Circuit, punitive damages are permitted only for egregious, intentional misconduct by the party disobeying the stay. As grounds for punitive damages, the bankruptcy judge relied only on the failure to appear in court, the report related. Writing for the panel, U.S. Bankruptcy Judge Robert J. Kressel of Minneapolis said that a failure to appear by itself doesn't satisfy the test of "egregiousness," the report further related. The case is Bugg v. Gray (In re Gray), 14-6027, U.S. Bankruptcy Appellate Panel for the Eighth Circuit (St. Louis). DEB STORES: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Deb Stores Holding LLC 14-12676 9401 Blue Grass Road Philadelphia, PA 19114 Deb Stores Holding II LLC 14-12677 Deb Shops SPD Inc. 14-12678 Deb Shops SDIH Inc. 14-12679 Deb Shops SD Inc. 14-12680 Deb Shops SDE LLC 14-12681 Deb Shops SDW LLC 14-12682 Deb Shops SDE-Commerce LLC 14-12683 Deb Shops SDFMC LLC 14-12684 Type of Business: A Small-based retailer in the juniors "fast- fashion" specialty sector that operates under the name "DEB" and offers moderately priced, fashionable, coordinated women's sportswear, dresses, coats, lingerie, accessories and shoes for junior and plus sizes. Chapter 11 Petition Date: December 4, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Debtors' Counsel: Laura Davis Jones, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: 302 652-4100 Fax: 302-652-4400 Email: ljones@pszjlaw.com - and - Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: 302-652-4100 Fax: 302-652-4400 Email: pkeane@pszjlaw.com - and - Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: 302-778-6426 Fax: 302-562-4400 Email: crobinson@pszjlaw.com - and - Joshua M. Fried, Esq. PACHULSKI STANG ZIEHL & JONES LLP 150 California Street, 15th Floor San Francisco, CA 94111 Tel: (415) 263-7000 Fax: (415) 263-7010 Debtors' Claims EPIQ BANKRUPTCY SOLUTIONS, LLC and Noticing Agent: Total Assets: $90.5 million as of Dec. 31, 2013 Total Debts: $120.1 million as of Dec. 31, 2013 The petitions were signed by Dawn Robertson, chief executive officer. Consolidated List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Trade Capital Serv. Trade Debt $1,141,346 Inc. 99 Park Ave. New York, NY 10016 Contact: Rocco Surace Tel: 212 703 3970 Email: Rocco.j.Surace@wellsfargo.com UPS Trade Debt $539,577 PO Box 7247-0244 Philadelphia, PA 19170-0001 Contact: Ed Firth, mlke Moore Tel: (800) 811-1648 Email: efirth@ups.com vbernhardt@ups.com Finesse Apparel, Inc. Trade Debt $503,356 1025 South Standford Avenue Los Angeles, CA 90021 Contact: Jung Hahn Tel: (213) 474-7077 Ext. 156 Email: jung@finesseusa.com Fashion Wildcat Trade Debt $339,719 777 12th Street Los Angeles, CA 90021 Contact: Bobby Seo Email: seobby@yahoo.com Blue Mountain Apparel LA, LLC Trade Debt $332,678 201 West 39th Street New York, NY 10018 Contact: Dennis Slapo Tel: 213-286-6718 Email: dslapo@gmail.com United Healthcare Ins. Co. Insurance $281,925 99 Park Ave New York, NY 10016 Contact: Scott Jencius Email: scott_jenciius@uhc.com Legend Footwear, Inc. Trade Debt $258,026 19445 E. Walnut Dr. N. City of Industry, CA 91789 Contact: Jack Tsai Tel: 626-934-7168 Email: Jack@legendfootwear.com Pacific Logistics Corp Trade Debt $248,597 Google, Inc. Trade Debt $242,371 Springland International Trade Debt $201,179 MOAC Mall Holdings LLC Rent $156,259 UC Factors Trade Debt $142,379 Emcon Associates, Inc. Trade Debt $141,953 Enticing Lingerie, Inc. Trade Debt $132,548 Brant Instore Corporation Trade Debt $131,281 JA Cosmetics Trade Debt $116,408 Heart and Hips Trade Debt $113,559 Ambiance Apparel Trade Debt $108,937 Blue Grass RD Partnership Rent $105,000 Miken Clothing Trade Debt $88,355 Panties Plus, Inc. Trade Debt $88,171 DS Clothing Trade Debt $84,970 Demandware, Inc. Trade Debt $84,967 Mall at Lehigh Valley, L.P. Rent $84,143 Ultimate Software Group Trade Debt $82,397 Regent-Sutton Trade Debt $80,358 Avalara Inc. Trade Debt $77,106 One World Distribution, Inc. Trade Debt $66,638 Rimm-Kaufman Group Trade Debt $61,635 Salmon Run Shopping Center LLC Rent $60,164 DELIA*S INC: To Liquidate Merchandise, Expects to File Chapter 11 ----------------------------------------------------------------- dELiA*s, Inc., an omni-channel retail company primarily marketing to teenage girls, on Dec. 5 that it entered into an agency agreement with Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC, dated December 4, 2014, to, among other things, liquidate all merchandise owned by the Company and to dispose of certain furnishings, trade fixtures, equipment and improvements to real property with respect to the Company's stores. Sales of merchandise under the agreement may begin as early as December 5, 2014. The Company anticipates that it will file for Chapter 11 bankruptcy protection in the very near term and will seek, among other things, the bankruptcy court's approval to close all existing stores and distribution centers and to conduct store closing and going out of business sales. The Company determined to take this action after being unable to find a merger partner, or obtain an acquisition or financing proposal enabling the Company to remain a going-concern. The Company will provide more details in the near term about the plans for the Company's bankruptcy proceedings, the liquidation of the stores and other assets, the status of the Company's operations during bankruptcy, and the terms of the agency agreement. The Company does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common and preferred equity, although this will be determined in the anticipated bankruptcy proceedings. About dELiA*s, Inc. dELiA*s, Inc. is an omni-channel retail company primarily marketing to teenage girls. It generates revenue by selling apparel, accessories and footwear to consumers through its website, direct mail catalogs and mall-based retail stores. DETROIT, MI: Legal Fees for Pension Funds to be Reviewed -------------------------------------------------------- Chad Livengood, writing for Detroit News Lansing Bureau, reported that the attorneys and financial consultants who represented Detroit's two pension funds during the city's bankruptcy will have their fees subjected to the same scrutiny as other highly paid professionals. According to the report, U.S. Bankruptcy Judge Steven Rhodes ruled that the Police and Fire Retirement System and General Retirement System should be subjected to the court's review of costs associated with litigating the largest bankruptcy in U.S. history, although he acknowledged that there's no legal precedent for having a creditor's legal fees subject to court review in a Chapter 9 municipal bankruptcy. An attorney for Greenhill & Co. disclosed that the financial firm has billed the two retirement systems $3.55 million for its services, the report related. About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. The Troubled Company Reporter, on Nov. 10, 2014, citing The New York Times' DealBook, reported that U.S. Bankruptcy Judge Steven Rhodes in Michigan approved the city of Detroit's plan of debt adjustment. * * * Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its ratings on five bond CUSIPs of Detroit's outstanding sewerage disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P indicated it would do in its report dated Aug. 28, 2014. The outlook is stable. The Troubled Company Reporter, on Oct. 10, 2014, reported that Moody's Investors Service has placed the City of Detroit's (MI) Certificates of Participation (COPs) Ca rating on review for possible downgrade. This action follows the recent settlement announcement between the city and Syncora, which insures a portion of the city's outstanding COPs. The settlement includes a cash payment, as well as extended and optional stakes in city owned assets. Moody's said it is likely that the recovery for creditors will be below 35% and as a result consistent with a C rating. The review will be resolved if and when a settlement with FGIC, the other main insurer of the city's COPs liabilities, is made public. DETROIT, MI: Kevyn Orr to Resign as Emergency Manager ----------------------------------------------------- Law360 reported that Kevyn Orr, the former Jones Day partner tapped to oversee Detroit's restructuring as it struggled with $18 billion in debt, said he would resign as emergency manager within two weeks, once the city finalizes its court-approved bankruptcy plan. According to the report, Mr. Orr has already ceded control of the city back to Mayor Mike Duggan and the city council, but is still ushering the city though the last stages of its bankruptcy, the largest municipal insolvency in U.S. history. Mr. Orr said during a speech to Oakland business leaders that he would step down once the final plan agreements were signed and executed, the Law360 report said, citing the Detroit Free Press. About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. The Troubled Company Reporter, on Nov. 10, 2014, citing The New York Times' DealBook, reported that U.S. Bankruptcy Judge Steven Rhodes in Michigan approved the city of Detroit's plan of debt adjustment. * * * Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its ratings on five bond CUSIPs of Detroit's outstanding sewerage disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P indicated it would do in its report dated Aug. 28, 2014. The outlook is stable. The Troubled Company Reporter, on Oct. 10, 2014, reported that Moody's Investors Service has placed the City of Detroit's (MI) Certificates of Participation (COPs) Ca rating on review for possible downgrade. This action follows the recent settlement announcement between the city and Syncora, which insures a portion of the city's outstanding COPs. The settlement includes a cash payment, as well as extended and optional stakes in city owned assets. Moody's said it is likely that the recovery for creditors will be below 35% and as a result consistent with a C rating. The review will be resolved if and when a settlement with FGIC, the other main insurer of the city's COPs liabilities, is made public. ECOSPHERE TECHNOLOGIES: Sells $500,000 Convertible Notes -------------------------------------------------------- Ecosphere Technologies, Inc., sold $500,000 of convertible notes to three accredited investors (two of which are affiliated) in a private placement offering, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Notes: (i) are convertible at $0.12 per share, (ii) mature on Dec. 18, 2015, and (iii) pay 10% interest per annum on the earlier of (x) the maturity date or (y) conversion. Additionally, the Company issued the investors a total of 8,333,333 five-year warrants exercisable at $0.12 per share. The Notes are secured by a security interest in 10%, or 18,000,000, of the Company's shares of common stock of Ecos GrowCube, Inc., a Florida corporation. In addition, on Nov. 28, 2014, in consideration of the new $500,000 investment the Company amended the terms of $1,500,000 of convertible notes and 9,999,960 warrants purchased by four accredited investors (three of which are affiliated) in the Company's December 2013 private placement offering. The Amended Notes and Amended Warrants have identical terms to the Notes and Warrants. The Amended Notes were previously convertible at $0.30 per share and the Amended Warrants were previously exercisable at $0.35 per share. The holders of the Notes and the Amended Notes are controlled by the same two persons. The Notes, Warrants, Amended Notes, and Amended Warrants have not been registered under the Securities Act of 1933 and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Act and Rule 506(b) promulgated thereunder. About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere Technologies reported net income of $19.16 million in 2013 following net income of $1.05 million in 2012. As of Sept. 30, 2014, the Company had $16.79 million in total assets, $3.59 million in total liabilities, $3.78 million in total redeemable convertible cumulative preferred stock, and $9.41 million in total equity. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company had a loss from operations and cash used in operations along with an accumulated deficit. These matters raise substantial doubt about the Company's ability to continue as a going concern. ECOSPHERE TECHNOLOGIES: To Issue Add'l 3MM Shares Under Plan ------------------------------------------------------------ Ecosphere Technologies, Inc., amended its Amended and Restated 2006 Equity Incentive Plan to increase the number of shares of common stock available for issuance under the plan by 3,000,000 shares, according to a regulatory filing with the U.S. Securities and Exchange Commission. In addition, on Nov. 26, 2014, the Board of Directors approved, and on Dec. 1, 2014, the Company entered into, employment renewal agreements with two of the Company's executive officers: Michael R. Donn, Sr., who has worked for the Company for 14 years and serves as the Company's chief operating officer and as a director, and Jacqueline McGuire, who has worked for the Company for 16 years and serves as the Company's senior vice president of administration and corporate secretary. Each agreement is for a term of two years, beginning Dec. 1, 2014. The agreement with Mr. Donn provides for: (i) an annual salary of $192,500, (ii) 2,591,438 five-year stock options exercisable at $0.17 per share, with 25% vesting immediately and the remainder vesting semi-annually in four approximately equal increments over a two-year period, subject to continued employment on each applicable vesting date, and (iii) a discretionary performance- based annual bonus with terms to be set by the Company's Compensation Committee. The agreement with Ms. McGuire provides for: (i) an annual salary of $123,500, (ii) 1,867,746 five-year stock options exercisable at $0.17 per share, with 25% vesting immediately and the remainder vesting semi-annually in four approximately equal increments over a two-year period, subject to continued employment on each applicable vesting date, and (iii) a discretionary performance-based annual bonus with terms to be set by the Company's Compensation Committee. In connection with their employment agreements, Mr. Donn and Ms. McGuire also entered into confidentiality and non-compete agreements with the Company. About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere Technologies reported net income of $19.16 million in 2013 following net income of $1.05 million in 2012. As of Sept. 30, 2014, the Company had $16.79 million in total assets, $3.59 million in total liabilities, $3.78 million in total redeemable convertible cumulative preferred stock, and $9.41 million in total equity. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company had a loss from operations and cash used in operations along with an accumulated deficit. These matters raise substantial doubt about the Company's ability to continue as a going concern. ELBIT IMAGING: Extraordinary General Meeting Set for Jan. 8 ----------------------------------------------------------- Elbit Imaging Ltd. has scheduled an extraordinary general shareholders meeting to take place on Thursday, Jan. 8, 2015, at 11:00 a.m. (Israel time), at the offices of the Company, located at 5 Kinneret Street, 32nd floor, Bnei Brak, Israel. The record date for the meeting is Dec. 9, 2014. Proxy Statements and proxy cards for use by shareholders that cannot attend the meeting in person will be sent by mail, on or about Dec. 11, 2014, to the Company's shareholders that hold shares registered with the American Stock Transfer & Trust Company, including shares held via Depository Trust Company (DTC) members other than the Tel Aviv Stock Exchange Clearinghouse. Shareholders that hold those shares via the Tel Aviv Stock Exchange Clearinghouse and shareholders registered on the Company's Israeli shareholder register may access the proxy statement and a form of Hebrew ballot via the following Web sites: http://magna.isa.gov.iland http://maya.tase.co.il. The agendum of the meeting is to re-elect Elina Frenkel Ronen as one of the Company's external directors. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. Elbit Imaging reported a loss of NIS1.56 billion on NIS360.59 million of total revenues for the year ended Dec. 31, 2013, as compared with a loss of NIS483.98 million on NIS418.48 million of total revenues in 2012. As of June 30, 2014, the Company had NIS4.05 billion in total assets, NIS3.16 billion in total liabilities and NIS889.58 million shareholders' equity. Brightman Almagor Zohar & Co., a member firm of Deloitte Touche Tohmatsu, in Tel-Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. FREE LANCE-STAR: New Owners Must Sell Radio Stations in 12 Months ----------------------------------------------------------------- Cathy Jett, writing for Fredericksburg.com, reports that the Federal Communications Commission has given Sandton Capital Partners, The Free Lance-Star's new owners, one year to sell its four radio stations. Fredericksburg.com quoted Sandton Capital principal Rob Orr as saying, "While we are pleased to have the broadcast licenses fully transferred to us, we must also acknowledge that the FCC ruling requires a divestiture within 12 months." Fredericksburg.com relates that Sandton Capital had petitioned the FCC to receive the licenses for WFLS?FM and its sister stations, and a waiver of its newspaper/broadcast cross-ownership restriction (NBCO). The report says that while the FCC assigned the licenses to Sandton Capital, it denied the waiver request and does not anticipate granting extensions. About The Free Lance-Star Publishing The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a publishing, newspaper, radio and communications company based in Fredericksburg, Virginia and owned by the family of Josiah P. Rowe III. FLS's single, seven-day a week newspaper, The Free Lance- Star was first published in 1885 when a group of local Fredericksburg merchants and businessmen created the paper to serve the news and advertising needs of the community. FLS also owns radio stations WFLS-AM, FLS-FM, and WVBX. FLS owns the community and news portal http://www.fredericksburg.com/ FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014. William Douglas Properties, L.L.C., a related entity that owns a portion of the land pursuant to which FLS operates certain aspects of its business, also sought bankruptcy protection. Judge Keith L. Phillips was initially assigned to the cases, but the cases were reassigned to Judge Kevin R. Huennekens on the Petition Date. The Debtors have tapped Lynn L. Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran, PLC, as counsel; and Protiviti, Inc., as financial advisor. The U.S. Trustee for Region 4 appointed three members to the official committee of unsecured creditors. GALVATEC INC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Galvatec, Inc. aka Galvatec aka Steel Process of Laredo 11619 Hartley Road Houston, TX 77093-1419 Case No.: 14-36727 Chapter 11 Petition Date: December 3, 2014 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Karen K. Brown Debtor's Counsel: Margaret Maxwell McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Fax: 713-658-0334 Email: margaret@mmmcclurelaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Manuel Angel Guajardo Cavazos, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. GASPARI NUTRITION: HEP Served as Investment Banker in Asset Sale ---------------------------------------------------------------- Heritage Equity Partners, an investment banking and M&A advisor to distressed organizations and special situations, on Dec. 5 disclosed that it acted as the investment banker to Gaspari Nutrition, Inc. in the recently approved sale of substantially all of its assets to a subsidiary of Total Produce, Allegro Nutrition. The sale was effectuated through a Chapter 11 Section 363 process and was approved by the Bankruptcy Court in the District of New Jersey on December 5, 2014 and is expected to close within ten business days. Heritage Equity Partners was retained in late July as Gaspari's investment banker to explore a sale of substantially all of the Company's assets. HEP conducted a comprehensive marketing process, which resulted in a wide range of potential buyers, including multiple strategic and financial parties interested in purchasing the Company as a going concern. HEP gained agreement from Gaspari's lender, Crestmark, to continue to finance operations, and eventually, to provide Debtor In Possession financing when the Company filed for protection under Chapter 11. Allegro submitted a formal offer in October that was subjected to higher and better offers at an auction on December 1st. Three other bidders participated in the auction and the price more than doubled over the course of fifty bids from $5,000,000 to $10,100,000. HEP's extensive experience in identifying potential buyers and running an expedited sales process, along with crisis management provided by Chief Restructuring Officer, Marc Ross, and guidance from bankruptcy lawyers Joshua Klein and Michael Viscount of Fox Rothschild, enabled the Company to continue as a going concern while preserving jobs for the majority of Gaspari's employees, as well as maximizing recovery for Gaspari's creditors. Headquartered in Lakewood, NJ, Gaspari has been a world leading developer and distributor of sports nutrition supplements since its founding in 1999 by International Federation of BodyBuilding and Fitness Hall of Fame member, Rich Gaspari. Rich has been involved in the bodybuilding and fitness field for over 30 years. He excelled as a top professional bodybuilder from the mid 80's through the 90's, winning countless industry awards. After retiring from professional bodybuilding, Rich began developing his own line of supplements and building one of the most respected brands in the world, reaching sales of over $85 million per year. Gaspari continues to sell through brick and mortar retailers such as The Vitamin Shoppe and through online sites such as Amazon.com and http://www.bodybuilding.com/ The Company unfortunately recently suffered a combination of reduced revenue and gross margin pressure, which resulted in considerable liquidity constraints, and HEP was hired to assist in mid-2014. Headquartered in Dublin, Ireland, Allegro Nutrition is a subsidiary of Allegro Group, a subsidiary of Total Produce. Allegro is Ireland's leading sales, marketing and distribution company, with over 70 years' experience, offering complete selling, marketing and distribution services for market leading brands in diversified categories such as food, health & beauty, household and pharmacy. Allegro recently purchased majority ownership in the UK-based sports nutrition company, Body Temple. Other professionals who worked on the transaction include: Marc Ross, Chief Restructuring Officer to Gaspari Nutrition, Inc.; Joshua Klein and Michael Viscount of Fox Rothschild LLP, legal counsel to Gaspari Nutrition, Inc.; Tom Coughlin of Jaffe Raitt Heuer & Weiss, P.C., legal counsel to the senior lender, Crestmark Bank; Warren Usatine of Cole, Schotz, Meisel, Forman & Leonard, P.A., legal counsel for the Creditor's Committee; Dan Carragher of Day Pitney LLP, representing the buyer; and Ken Simon of Grant Thornton provided financial advisory services to the Creditor's Committee. About Heritage Equity Partners Based in Easton, MD, Heritage Equity Partners (HEP), formerly "Equity Partners," -- http://www.EquityPartnersHG.com-- provides boutique investment banking services for special situations. Recognized as the nation's leader in maximizing value for distressed businesses and properties, Heritage Equity Partners uses a proven process that has provided solutions for over 450 clients throughout the United States since 1988, preserving more than 40,000 jobs. HEP is a wholly owned subsidiary of Heritage Global Inc. (OTCQB: HGBL and CSE: HGP). About Gaspari Nutrition Gaspari Nutrition, Inc. filed a Chapter 11 petition (Bankr. D.N.J. Case No. 14-30963) in Trenton, New Jersey on Oct. 16, 2014. Joshua T. Klein, Esq. and Michael J. Viscount, Jr., Esq., at serves as counsel to the Debtor. The Debtor estimated up to $10 million in assets and up to $50 million in liabilities. GBG RANCH: Can Hire Land Agent Services as Wind Energy Experts -------------------------------------------------------------- GBG Ranch Ltd. sought and obtained approval from the Bankruptcy Court to employ Charles Egner and Land Agent Services, LLC, as its Wind Energy Experts to provide expert evaluation and, as applicable, testimony in connection with the Motion to Reject Corrected Wind Lease and Easement Agreement. LAS has agreed to serve as expert witness to the Debtor on a negotiated hourly rate of $150 for in office preparation, $350 per hour for testimony (deposition and courtroom), and $150 for travel time. The in-office rate will be uniform for all persons providing billable services to the Debtor. LAS will not bill for administrative services. Only Mr. Egner will be providing testimony. The Debtor has also agreed reimburse LAS for all out-of-pocket expenses incurred in connection with its services as expert witness. The expected expenses include, but are not limited to, printing and reproduction, travel, delivery and courier services, postage and other similar charges. LAS and Mr. Egner require a $15,000 retainer. Mr. Egner, president at LAS, assures the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About GBG Ranch, LTD GBG Ranch, LTD, a Texas Limited Partnership, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 14-50155) in Laredo, Texas on July 8, 2014, without stating a reason. GBG Ranch disclosed $59,952,589 in assets and $5,060,423 in liabilities as of the Chapter 11 filing. The company is represented by the Law Office of Carl M. Barto. Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as special counsel. John "Tooter" Robertson of Valbridge Property Advisers/Dugger, Canaday, Grafe, Inc., serves as real estate appraiser. Ronald Hornberger, Esq. of Plunkett & Griensenbeck, Inc., has been named Chapter 11 examiner in the Debtor's case. * * * Creditors of the Debtor currently have until Dec. 6, 2014, to file their formal proofs of claim in the case. GENERAL MOTORS: Finagled End to Interest on $1.5B Loan, JPM Says ---------------------------------------------------------------- Law360 reported that JPMorgan Chase & Co. told the Second Circuit that it would never have intentionally relinquished its claim to secured interest on a $1.5 billion loan to General Motors Corp.'s bankruptcy predecessor, arguing that GM knew the bank accidentally signed termination paperwork but went ahead and filed anyway. According to the report, the bank said in a letter that it wasn't aware the UCC-3 form it signed terminated its claim to the interest because it thought the paperwork related to a different loan with Old GM, which is why it didn't tell the automaker to not file the forms. But the automaker's creditors are twisting the bank's silence to mean that it actually did grant Old GM approval to file the forms, JPMorgan says, the report related. About General Motors 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. GOPICNIC BRANDS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: GoPicnic Brands, Inc. 4011 N Ravenswood Ave., Suite 112 Chicago, IL 60613 Case No.: 14-43382 Chapter 11 Petition Date: December 3, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jacqueline P. Cox Debtor's Counsel: David R Doyle, Esq. SHAW FISHMAN GLANTZ & TOWBIN LLC 321 N. Clark St., Ste. 800 Chicago, IL 60654 Tel: 312-541-0151 Email: ddoyle@shawfishman.com - and - Brian L Shaw, Esq. SHAW FISHMAN GLANTZ & TOWBIN LLC 321 N Clark Street, Suite 800 Chicago, IL 60610 Tel: 312-541-0151 Fax: (312) 980-3888 Email: bshaw@shawfishman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bret Lorenc, chief financial officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb14-43382.pdf GREEN MOUNTAIN: Has Exclusive Plan Filing Deadline Moved to Dec. 5 ------------------------------------------------------------------ Judge Barbara Ellis-Monro extended, on an interim basis, the exclusive period of Green Mountain Management, LLC, to propose a plan or plans of reorganization in its Chapter 11 case through and including December 5, 2014. A final hearing on the Debtor's Exclusive Period Extension Motion has been rescheduled for Dec. 5, 2014 at 10:00 a.m. (prevailing Eastern time) in Courtroom 1402 of the United States Bankruptcy Court for the Northern District of Georgia, 75 Spring Street SW, Atlanta, Georgia 30303. Provided that UMB Bank, N.A., in its capacity as Indenture Trustee, does not file an objection to the Extension prior to the final hearing, the Court may further extend the Exclusive Period of the Debtor to propose a plan or plans of reorganization in its Chapter 11 case on a final basis through and including February 20, 2015, without further notice or hearing. About Green Mountain Green Mountain Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-64287) on July 25, 2014. The petition was signed by Daniel B. Cowart, sole member of Georgia Flattop Partners, LLC, and chairman of Green Mountain Management, LLC. The case is assigned to Judge Barbara Ellis- Monro. The Debtor estimated $10 million to $50 million in assets and debt. Georgia Flattop Partners, LLC is the managing member and holders of 93% of the stock. The Debtor is represented by Sage M. Sigler, Esq., at Alston & Bird, LLP, in Atlanta. Daniel B. Cowart has retained as counsel Jimmy C. Luke II, of MARTIN BAGWELL LUKE, P.C. UMB Bank serves as Indenture Trustee. It has retained as counsel Kevin J. Walsh, Esq. and Colleen A. Murphy, Esq. of MINTZ, LEVIN, COHN, FERRIS, GLOVSKY & POPEO, P.C. In a Nov. 14, 2014 term sheet, the Debtor and UMB Bank agreed that Lee Katz will replace Dan Coward as "GMM Manager" with full decision making and operational authority over the Debtors. The agreement resolves UMB Bank's previous move for an appointment of a Chapter 11 trustee in the Debtor's case. GUIDED THERAPEUTICS: Prices $3.8 Million Public Offering -------------------------------------------------------- Guided Therapeutics, Inc., announced the pricing of a public offering and the entry into definitive agreements with purchasers for the sale of approximately 16.8 million shares of its common stock, and warrants to purchase shares of its common stock, for gross proceeds to the Company (including non-cash extinguishment of debt) of approximately $3.8 million. The shares and warrants are being offered at a combined price of $0.225 per share. Each warrant will be exercisable for five years to purchase one half of a share of the Company's common stock at an exercise price of $0.225 per share. The Company expects to use the cash proceeds to continue to seek FDA approval for LuViva, to repay certain bridge loans, and to support general working capital and operations. However, the Company will retain broad discretion over the use of the net proceeds and may use the money for other corporate purposes. Olympus Securities, LLC, is the sole placement agent for the offering, which is expected to close on or about Dec. 1, 2014, subject to the satisfaction of customary closing conditions. The shares and warrants are being offered by the Company pursuant to a registration statement on Form S-1 previously filed and declared effective by the SEC. A final prospectus related to the offering will be filed with the SEC. The securities may be offered only by means of a prospectus forming a part of the effective registration statement. Copies of the final prospectus may be obtained at the SEC's Web site at www.sec.gov, or by mail from Olympus Securities, LLC, 170 Changebridge Road, Suite B-1, Montville, NJ 07045. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics reported a net loss attributable to common stockholders of $10.39 million on $820,000 of contract and grant revenue for the year ended Dec. 31, 2013, as compared with a net loss of $4.35 million on $3.33 million of contract and grant revenue during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $3.72 million in total assets, $7.66 million in total liabilities and a $3.94 million total stockholders' deficit. UHY LLP, in Sterling Heights, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. HUB HOLDINGS: Moody's Affirms 'B3' CFR, Negative Outlook -------------------------------------------------------- Moody's Investors Service has affirmed the B3 corporate family rating of Hub Holdings, LLC (Hub Holdings, and together with its subsidiaries, Hub) following the announcement that Hub International Limited (Hub International) will issue an additional $280 million of senior unsecured notes. Net proceeds from the offering will be used for general corporate purposes, including to fund future acquisitions and pay down revolving credit loans that were drawn to fund prior acquisitions. The pending issuance changes Hub's overall funding mix, resulting in a one-notch upgrade of Hub International's senior unsecured notes to Caa1 from Caa2. The group's other debt ratings have been affirmed, including the B1 ratings on senior secured credit facilities of Hub International and a Canadian affiliate, and the Caa2 rating on senior unsecured notes of Hub Holdings (see list below). The outlook for these ratings is negative. Ratings Rationale Hub's ratings reflect its solid market position in North American insurance brokerage, good diversification across products and geographic areas, and strong operating margins. These strengths are tempered by the company's high financial leverage and limited interest coverage. Moody's expects that Hub will continue to pursue a combination of organic growth and acquisitions, the latter giving rise to integration and contingent risks (e.g., exposure to errors and omissions), although Hub has a favorable track record of absorbing small and mid-sized brokers. The negative rating outlook reflects Moody's concern that Hub has increased its appetite for financial leverage relative to rating expectations at the time of its $4.5 billion leveraged buyout in October 2013. The current ratings are predicated on Moody's expectation that Hub will reduce its debt-to-EBITDA ratio below 8x by the end of 2015. The ratings could be downgraded if leverage is not reduced. Moody's estimates that Hub's pro forma debt-to-EBITDA ratio, giving effect to the proposed debt issuance and related acquisitions, will be approximately 8.5x, with (EBITDA - capex) interest coverage in the range of 1.5x-2.0x. Factors that could lead to stable rating outlook include: (i) debt-to-EBITDA ratio below 8x on a sustained basis, (ii) (EBITDA -- capex) coverage of interest consistently exceeding 1.5x, and (iii) free-cash-flow-to-debt ratio consistently exceeding 3%. Factors that could lead to a rating downgrade include: (i) debt- to-EBITDA ratio remaining above 8x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has affirmed the following ratings (with affirmed/revised loss given default (LGD) assessments): Hub Holdings, LLC: Corporate family rating B3; Probability of default rating B3-PD; $380 million senior unsecured notes due July 2019 at Caa2 (LGD6, 94%). Hub International Limited: $225 million senior secured revolving credit facility maturing October 2018 at B1 (to LGD2, 25% from LGD2, 29%); $1.9 billion senior secured term loan maturing October 2020 at B1 (to LGD2, 25% from LGD2, 29%). Hub International Canada West ULC: C$50 million senior secured revolving credit facility maturing October 2018, guaranteed by Hub International Limited, at B1 (to LGD2, 25% from LGD2, 29%). Moody's has upgraded the following rating (with revised LGD assessment): Hub International Limited: $1.2 billion senior unsecured notes (including pending issuance) due October 2021 to Caa1 from Caa2 (to LGD5, 77% from LGD5, 80%). The principal methodology used in these ratings was Moody's Global Rating Methodology for Insurance Brokers & Service Companies published in Februaury 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. Based in Chicago, Illinois, Hub is a major North American insurance brokerage firm providing property and casualty, life and health, employee benefits, investment and risk management products and services through offices located in the US, Canada and Puerto Rico. The company generated total revenue of $1.3 billion for the 12 months through September 2014. HUTCHESON MEDICAL: Erlanger Blocked From Foreclosing on Hospital ---------------------------------------------------------------- Kate Harrison Belz at Timesfreepress.com reports that U.S. District Court Judge Harold Murphy has stopped Erlanger Health System's attempts to foreclose on Hutcheson Medical Center. Timesfreepress.com relates that Judge Murphy ruled that the Debtor would suffer "significant harm" if foreclosed upon, and that staying the foreclosure would not harm Erlanger Health. Judge Murphy added that the question as to whether Erlanger Health could legally foreclose on the Debtor still needed to be resolved legally through the appeals process, Timesfreepress.com states. Timesfreepress.com recalls that Erlanger Health filed a lawsuit against the Debtor to recoup more than $20 million it loaned during a now-defunct management agreement. Erlanger Health, Timesfreepress.com recalls, had said that the attempt to foreclose on the Debtor is a legal step in the process to hold the Debtor accountable to the agreement, since its property was put up for collateral during the original agreement. The Debtor, however, denied that it owes Erlanger Health, claiming that Erlanger Health did not hold up its end of the management agreement, according to the report. About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14- 42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. The Debtors' Chapter 11 Plan and Disclosure Statement are due March 20, 2015. The appointment of a health care ombudsman is due by Dec. 22, 2014. HMC estimated $10 million to $50 million in assets and $50 million to $100 million in debt. No request has been made for the appointment of a trustee or examiner, and no committee has been appointed in the cases. HYPERDYNAMICS CORP: Posts $4.05-Mil. Net Loss for Third Quarter --------------------------------------------------------------- Hyperdynamics Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $4.05 million for the three months ended Sept. 30, 2014, compared with a net loss of $4.45 million for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $42.6 million in total assets, $1.18 million in total liabilities and total stockholders' equity of $41.4 million. Its costs related to the items referred to above and any additional expenses, or any negative outcomes, could adversely affect the Company's liquidity and financial condition and results of operations. The Company also will be responsible for its participating interest share of costs in excess of $100 million gross costs associated with joint operations expenditures, including operator overhead and the ultra-deepwater exploration well when drilled, and such excess expenditures could exacerbate its liquidity. Absent cash inflows, the Company could exhaust its current available liquidity within the next twelve months. The timing and amount of its cash outflows are dependent on a number of factors including: legal and other professional fees related to the FCPA investigations, a negative outcome related to any of its legal proceedings and investigations, well costs exceeding its carry, or if the Company has unfavorable well results. As a result, absent cash inflows, there is substantial doubt as to whether the Company will have adequate capital resources to meet its current obligations as they become due and therefore be able to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/6f0VoE Hyperdynamics has two wholly-owned subsidiaries, SCS Corporation Ltd (SCS), a Cayman corporation, and HYD Resources Corporation (HYD), a Texas corporation. Through SCS and its wholly-owned subsidiary, SCS Guinea SARL (SCSG), which is a Guinea limited liability company formed under the laws of the Republic of Guinea ("Guinea") located in Conakry, Guinea, Hyperdynamics focuses on oil and gas exploration offshore the coast of West Africa. IDAHO BANCORP: Gets Approval of Chapter 11 Plan of Liquidation -------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a bankruptcy judge has issued an order confirming Idaho Bancorp's Chapter 11 liquidating plan after no objections were lodged against the plan. According to the report, the plan, which was accepted by all classes entitled to vote, took effect on Nov. 25. About Idaho Bancorp Idaho Bancorp -- http://www.idahobankingco.com-- is headquartered in Boise, Idaho, and is the parent company of Idaho Banking Company, a state-chartered commercial bank and member of the Federal Reserve System, which was organized in 1996 and operates four branch offices. At December 31, 2013, Idaho Banking Company had $100 million in assets, $62 million in loans and $96 million in deposits. The Company serves clients throughout southwestern Idaho. Idaho Bancorp filed a Chapter 11 bankruptcy petition (Bankr. D. Idaho Case No. 14-00662) on April 24, 2014. The case is assigned to Judge Terry L Myers. The Debtor has tapped Noah G. Hillen, Esq., in Boise, Idaho, as counsel. The Debtor scheduled $4.32 million in total assets and $7.23 million in liabilities. IMPAX LABORATORIES: Moody's Assigns B1 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating and B2-PD Probability of Default Rating to Impax Laboratories, Inc. Moody's also assigned a B1 rating to the proposed $485 million senior secured credit facility, including a $435 million term loan and a $50 million revolving credit facility. The proceeds of the term loan, along with cash on hand will be used to fund the acquisition of Tower Holdings, Inc. (including operating subsidiaries CorePharma LLC and Amedra Pharmaceuticals LLC) and Lineage Therapeutics, Inc. (together "CorePharma") for $700 million. Moody's also assigned a Speculative Grade Liquidity Rating of SGL-2, signifying good liquidity. The outlook is stable. Ratings assigned: Corporate Family Rating, B1 Probability of Default Rating, B2-PD $435 million senior secured term loan, B1, LGD3 $50 million revolving credit facility, B1, LGD3 Speculative Grade Liquidity Rating, SGL-2 The outlook is stable. Ratings Rationale The B1 Corporate Family Rating reflects significant near-term uncertainty due to the company's on-going regulatory issues. Because of the company's inability to launch new products out of its Hayward, California facility there will be volatility in operating results until the FDA warning letter is resolved. The rating also reflects Impax's modest size and scale in a rapidly consolidating industry that faces pricing pressure and increasing legal and regulatory costs. The rating also incorporates Moody's expectation that Impax will continue to be acquisitive which -- though potentially adding scale and diversity --could further increase leverage and integration risk. Despite volatility in near-term cash flows, the ratings are supported by Moody's view that longer-term Impax will generate substantial value from its pipeline of generic and branded drugs. The ratings are supported by Impax's modest adjusted debt to EBITDA, which Moody's approximates would be 2.0x for the year ending December 31, 2014, including CorePharma. Moody's anticipates that, even under a scenario in which the warning letter is not lifted over the next 12-18 months, adjusted debt to EBITDA would not exceed 4.0x. The ratings are supported by the relatively good product diversity of Impax following the acquisition of CorePharma as well as the potential for strong revenue and earnings growth once the company is able to get regulatory approval for key products in its pipeline. Additionally, the ratings are supported by Impax's good liquidity including over $150 million of cash following the CorePharma acquisition. While not anticipated in the near-term, Moody's could upgrade the ratings if Impax resolves all of its regulatory issues and successfully launches key products out of its pipeline, including Rytary, thus growing its scale. Further, if the company successfully integrates CorePharma and Moody's expects the company to maintain adjusted debt to EBITDA below 3.0x while generating free cash flow to debt above 15%, the ratings could be upgraded. Moody's could downgrade the ratings if the company's regulatory issues escalate or if there is disruption from the integration of CorePharma such that adjusted debt to EBITDA is expected to increase above 4.0x. Further, material weakening of liquidity or acquisitions that materially add debt and risk prior to the resolution of the warning letter could also lead to a downgrade of the ratings. 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. Impax, headquartered in Hayward, CA, is a specialty generic and branded pharmaceutical producer operating in the US and with manufacturing facilities in California and Taiwan. Impax recorded total revenues of $566 million for the twelve months ended September 30, 2014. INTERMETRO COMMUNICATIONS: Sells 800,000 Preferred Shares --------------------------------------------------------- InterMetro Communications, Inc., sold 800,000 shares of Series C Preferred Stock together with warrants to purchase 800,000 shares of common stock at an exercise price of $0.25 cents per share in exchange for a total purchase price of $800,000. The securities were sold to accredited investors in a private placement that was exempt from registration under Regulation D of the Securities Act of 1933, as amended. An investor generally has the right to acquire up to $300,000 in additional Series C Preferred stock prior to the Company issuing such additional available Series C Preferred stock. On Nov. 28, 2014, the Company authorized Series C Preferred Stock. The Company also established the rights and preferences of Series C Preferred Stock. The number of authorized shares is 1,300,000 and the shares are non-voting. The shares generally may be redeemed by the Company for $1.00 per share plus payment of any accrued but unpaid dividends. About InterMetro Simi Valley, Calif.-based InterMetro Communications, Inc., -- http://www.intermetro.net/-- is a Nevada corporation which through its wholly owned subsidiary, InterMetro Communications, Inc. (Delaware), is engaged in the business of providing voice over Internet Protocol ("VoIP") communications services. InterMetro Communications reported a net loss of $2.45 million on $11.57 million of net revenues for the year ended Dec. 31, 2013, as compared with net income of $699,000 on $20.06 million of net revenues in 2012. As of June 30, 2014, the Company had $3.36 million in total assets, $15.73 million in total liabilities and a $12.36 million total stockholders' deficit. Gumbiner Savett Inc., in Santa Monica, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company incurred net losses in previous years, and as of Dec. 31, 2013, the Company had a working capital deficit of approximately $12,082,000 and a total stockholders' deficit of approximately $12,426,000. The Company anticipates that it will not have sufficient cash flow to fund its operations in the near term and through fiscal 2014 without the completion of additional financing. These factors, among other things, raise substantial doubt about the Company's ability to continue as a going concern INT'L MANUFACTURING: Asks for Approval of IMGF Settlement --------------------------------------------------------- Beverly N. McFarland, the acting Chapter 11 trustee of the bankruptcy estate of International Manufacturing Group, Inc., is moving the Bankruptcy Court for approval of a settlement among the IMG Estate; the Chapter 11 estate of IMG's president and sole shareholder, Deepal Sunil Wannakuwatte ("DW Estate"); the Chapter 7 estate of Mr. Wannakuwatte's wife, Betsy Kathryn Wannakuwatte ("BW Estate"); and IMG Funding, LLC. The Settlement is the result of an all-day mediation with JAMS member and retired bankruptcy Judge Randall Newsome serving as mediator as well as multiple additional postmediation day negotiations facilitated by Judge Newsome. The Settlement resolves various disputes with respect to IMGF's asserted secured and constructive trust claims against property of the IMG Estate, the DW Estate and the BW Estate as well as frees up funds the Trustee can use to prosecute claims against third parties. IMGF claims that on Feb. 3, 2014, Mr. Wannakuwatte forwarded falsified financial documents to IMGF which misrepresented IMG's financial status, revenues, profits, assets, and the value of IMG's contracts with the Department of Veterans Affairs and IMG's other customers. IMGF claims, and Trustee does not dispute, that IMGF advanced $2,303,000 to IMG in February 2014. The Trustee asserts that IMGF's loan transaction falls under the California Statute of Frauds and required a written agreement signed by IMG. IMG scheduled IMGF as an unsecured creditor in the amount of $2,303,000 as of the Petition Date. On Oct. 2, 2014, IMGF filed a secured claim in the amount of $2,623,650.88 as of the Petition Date, with the claim consisting of principal in the amount of $2,303,030, and interest, and fees and costs of $320,651. On Feb. 28, 2014, IMGF sued IMG and Mr. Wannakuwatte in the United States District Court for the Eastern District of California, Case No. 2:14-cv-00583-JAM-DAD for violation of federal and state securities laws, fraud, fraudulent transfer, and fraudulent business practices. IMGF asserts it is the beneficiary of a constructive trust over two of IMG's bank accounts currently containing $562,286.14 The basic terms of the settlement result in the IMG Estate receiving 100% of the value of all its business and other hard assets and to obtain the immediate use of approximately 62% of funds recovered pursuant to IMGF's constructive trust claims with repayment from future litigation proceeds at a cost of 1% of the litigation recoveries up to $50 million. The salient terms of the settlement are: (a) IMGF will release any lien on the proceeds from the sale of IMG's business and other assets and all such proceeds will belong to the IMG Estate; (b) IMGF will assign to the IMG Estate all of IMGF's causes of action for constructive trust and other claims against IMG and all related entities with respect to approximately $1.3 million ("Constructive Trust Funds") and the IMG Estate will prosecute those causes of action; (c) IMGF and the IMG Estate will split the Constructive Trust Funds which are actually received by the IMG Estate (net of costs to recover those funds) ("Net Constructive Trust Proceeds") such that 61.54% of the Net Constructive Trust Proceeds will be paid to the IMG Estate ("IMG Constructive Trust Proceeds") and IMGF will be entitled to a lien on and to be paid 38.46% of the Net Constructive Trust Proceeds approximately 30 days after the receipt of any such funds; (d) IMGF also will be entitled to a lien on and to be paid an amount that is equivalent to the IMG Constructive Trust Proceeds ("IMGF Priority Payment") from 20% of the gross recoveries (calculated after reimbursement of costs but before attorneys' fees) on litigation brought by the Trustee against third parties other than litigation to recovery the Constructive Trust Funds ("Third Party Litigation Recoveries") until IMGF has been paid the full amount of the IMGF Priority Payment; (e) IMGF further will be entitled to a lien on and to be paid 1% of the first $50 million in Third Party Litigation Recoveries ("IMGF Additional Payment"); (f) IMGF will be entitled to one allowed claim (the "Allowed Claim") in the amount of $2,303,000 -- which is the principal amount of IMGF's asserted claim without any interest, attorneys' fees or other costs -- and IMGF shall be entitled to participate in any distributions from the IMG Estate to holders of general unsecured claims on account of the Allowed IMGF Claim after deducting any amount paid to IMGF on account of (i) the IMGF Constructive Trust Payment, (ii) the IMGF Priority Payment, (iii) the IMGF Additional Payment, and (iv) any prior distributions paid to IMGF on account of the Allowed IMGF Claim from the IMG Estate or the DW Estate; however, in no event will IMGF be entitled to receive more than $2,303,000 on account of the Allowed IMGF Claim; and (g) The Trustee, the IMG Estate as well as the trustees of each of the DW Estate, the BW Estate and those estates, on one hand, and IMGF on the other hand will mutually release each other. A hearing on the settlement is slated for Dec. 17 at 10:00 a.m. About International Manufacturing Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme, put himself and his company, International Manufacturing Group Inc., into Chapter 11 after he pleaded guilty to one count of wire fraud and agreed to a 20-year prison sentence. The bankruptcy filing was part of his plea bargain with federal prosecutors. Mr. Wannakuwatte is the former owner of the Sacramento Capitols tennis team. International Manufacturing Group is primarily engaged in the retail sale and distribution of consumable or disposable medical supplies for dentists and supplies and equipment for tattoo artists. IMG filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-25820) in Sacramento, on May 30, 2014. The case is assigned to Judge Robert S. Bardwil. The Debtor tapped Marc A. Caraska, in Sacramento, as counsel. The Official Committee of Unsecured Creditors -- comprising of Byron Younger, Janine Jones, and Steve Whitesides -- retained Joseph & Cohen, P.C., as its counsel. In June 2014, Beverly N. McFarland was appointed as Chapter 11 trustee for the Debtor. She has tapped Felderstein Fitzgerald Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond McCarthy LLP as her special litigation counsel; Gabrielson & Company as accountant; and Karen Rushing as bookkeeper outside the ordinary course of business. INVERSIONES ALSACIA: Court Confirms Chapter 11 Plan --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York confirmed on Dec. 4, 2014, Inversiones Alsacia S.A.'s prepackaged plan of reorganization. Promptly following the satisfaction of the conditions precedent to the effectiveness of the Plan, the Company will issue new 8.0% Senior Secured Notes due 2018 to holders of existing 8.0% Senior Secured Notes due 2018 that have previously tendered their Existing Notes in accordance with the procedures described in the Plan. The Company has not experienced and does not expect to experience any disruptions in its operations during its reorganization process. Specifically, the Company expects to continue to: a. operate its full schedule of services to the citizens of Santiago; b. provide its employees with wages, healthcare coverage, vacation days, and similar benefits without interruption; and c. pay suppliers for goods and services received throughout the reorganization process. No other creditors or suppliers have been, or should be, affected by the restructuring of the Existing Notes that is to be implemented in accordance with the Plan. The Company remains current on all of its other obligations as of the date of this announcement. A spokesperson for the Company commented, "The confirmation of our restructuring plan is a crucial step to ensuring that we will have sufficient resources to continue operating in the ordinary course of business. In addition, successful conclusion of our restructuring will put us in a better position to evaluate the replacement of over 60% of our fleet, which will have ten years of service in 2015. If such replacement occurs, it will allow us to provide an improved service to the citizens of Santiago." About Alsacia Inversiones Alsacia, together with its affiliate, Express de Santiago Uno S.A., are collectively the largest operator in the Transantiago Transportation System, transporting approximately 800,000 passengers every day, throughout 35 communities in Santiago, Chile, which accounts for more than 30% of the passengers in Transantiago. Alsacia and Express have the right to provide the transportation services pursuant to concession agreements with Chile's Ministry of Transportation and Telecommunications, which agreements expire October 2018. Alsacia and Express belong to non-debtor Global Public Services S.A. ("GPS Group"), an international holding company with interests in public passenger transportation, environmental solutions, outsourcing services and real estate development in Chile, Colombia, Panama, Peru and the United States of America. The GPS Group is controlled by Carlos Mario Rios Velilla and Francisco Javier Rios Velilla and several of their affiliates. Alsacia and Express and three affiliates sought bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in Manhattan, New York (Bankr. S.D.N.Y.) on Oct. 16, 2014, with a prepackaged plan that would restructure $347.3 million in senior secured notes but leave other creditors and the owners unimpaired. The cases are pending before the Honorable Martin Glenn and the Debtors have requested that their cases be jointly administered under Case No. 14-12896. The Debtors have tapped Cleary Gottlieb Steen & Hamilton, LLP, as bankruptcy counsel, FTI Consulting as financial advisor, and Prime Clerk LLC as claims and balloting agent. The Court will consider adequacy of disclosure materials and approval of the prepackaged Chapter 11 plan at a hearing schedules for Dec. 4. The Plan contemplates that the companies can implement a planned exchange offer with holders of $347.3 million in senior secured notes. KANGADIS FOOD: Class Failed in Bid Against Owners, Judge Says ------------------------------------------------------------- Law360 reported that New York federal Judge Jed S. Rakoff explained his prior decision tossing a class action targeting the owners of bankrupt Kangadis Food Inc. personally for the company's allegedly misleading claims about the purity of its olive oil, saying the plaintiffs provided scant evidence to justify piercing the corporate veil. According to the report, just over a month after granting summary judgment to the Kangadis family in a cursory order, Judge Rakoff elaborated in a more detailed filing that plaintiffs Joseph Ebin and Yeruchum Jenkins "totally failed." As previously reported by The Troubled Company Reporter, Judge Rakoff threw out the class action targeting the owners of Kangadis personally for the company's alleged misleading claims about the purity of its olive oil, citing a lack of evidence linking the Kangadis family to the alleged fraud. Judge Rakoff granted summary judgment to the owners -- Aristidis, Andromahi and Themis Kangadis -- in a brief order, ending a suit that Joseph Ebin and Yeruchum Jenkins brought. The case is Ebin et al v. Kangadis Family Management LLC et al., Case No. 1:14-cv-01324 (S.D.N.Y.). About Kangadis Food Formed in 2003, Kangadis Food Inc. is an importer of olives and other European delicacies, and a leading distributor of olive oil. The Debtor sells its products under the brand names "Capatriti," "Porto," "Olio Villa," "Zorba," and "Kivotos". The company is 100% owned by the Kangadis family. The company says that for the past six years, the popularity of its olive oil product sold under the brand name "Capatriti" has grown over time, and it is one of the leading brands in the New York metropolitan area. As of its bankruptcy filing, Kangadis Food employs 51 people, and operates from a 75,000 square foot facility located in Hauppauge, New York, that serves as a warehouse, production facility, and shipping center. Kangadis Food Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 8-14-72649) in the Central Islip division, in New York, on June 6, 2014. Themistoklis Kangadis signed the petition as chief executive officer. As of the Dec. 31, 2013, the Debtor, on an unaudited basis, had total assets of $12,259,802 and total liabilities of $6,136,456, which amount does not include any disputed claim relating to the class action. Judge Robert E. Grossman presides over the case. Silverman Acampora LLP, in Jericho, New York, serves as the Debtor's counsel. KAHN FAMILY: Wells Fargo to Foreclose on 3 Portions of Complex -------------------------------------------------------------- Roddie Burris at The State reports that Alan Kahn will lose to a foreclosure by Wells Fargo three portions of Village at Sandhill shopping complex in Northeast Richland, Columbia, South Carolina - - the Marketplace Phase II retail center, the VAS Condominiums, and another undeveloped parcel -- in a settlement of a $100 million Chapter 11 bankruptcy filing. According to The State, the Bankruptcy Court valued the Marketplace Phase II retail area at over $2 million, and the condominiums were valued at $15.8 million. The foreclosures would be "seamless to the public" and not have any visible effect on the complex, The State says, citing Mr. Kahn. The Bankruptcy Court, The State recalls, gave Mr. Kahn until Nov. 28, 2014, to either liquidate or refinance the Wells Fargo portfolio, or face foreclosure. The State relates that the Dutch Plaza, an office building in St. Andrews, is also being foreclosed on in the massive bankruptcy deal. A downtown Columbia warehouse and a residence in Isle of Palms near the S.C. coast have either been sold already or are yet to be sold to help pay back the creditor, the report adds, citing Mr. Kahn. The State explains that all six of the properties were part of the assets Mr. Kahn used as collateral to borrow $64 million to keep his faltering real estate development empire afloat. According to the report, Mr. Kahn said Wells Fargo requested him to either liquidate their collateral properties or convey the properties back to them through a deed of foreclosure. "This is simply another part of the process of working to provide a greater return for my creditors, which I have been doing for some time now," the report quoted Mr. Kahn as saying. The State adds that Mr. Kahn said the house at the Isle of Palms will also be sold in a few weeks. About Kahn Family Kahn Family, LLC, and Kahn Properties South, LLC, filed Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and 13-02355) on April 22, 2013. Kahn Family disclosed $50 million to $100 million in assets and liabilities. R. Geoffrey Levy, Esq., at Levy Law Firm, LLC, serves as the Debtors' counsel. David G. Wolff, Esq., at Barnes, Alford, Stork & Johnson, LLP, is the Debtor's special counsel. Bill Quattlebaum, CPA of Elliott Davis, LLC, serves as its accountant. The Debtor's Plan of Reorganization dated Dec. 20, 2013, provides that payments and distributions under the Plan will be funded by (1) the sale of certain of the Debtor's real property at fair market value; (2) the transfer of certain real property of the Debtor to Gibraltar BB4, LLC; (3) conversion of certain unsecured claims against the Debtor to equity in the Reorganized Debtor; (4) cash on hand on the Effective Date; and (5) cash flow from continuing operations. KEEPSAKE HOMES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Keepsake Homes, Inc. 4008 Penn Avenue P.O. Box 2181 Sinking Spring, PA 19608 Case No.: 14-19556 Chapter 11 Petition Date: December 3, 2014 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Reading) Judge: Hon. Richard E. Fehling Debtor's Counsel: Ali M. Audi, Esq. MILLER LAW GROUP, PLLC 25 Stevens Avenue West Lawn, PA 19609 Tel: 610 670 9000 Email: aaudi@millerlawgroup.net Total Assets: $138,499 Total Liabilities: $1.30 million The petition was signed by William Hines, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/paeb14-19556.pdf KEMET CORP: Inks Incentive and Severance Agreement With CFO ----------------------------------------------------------- KEMET Corporation entered into an Incentive Award, Severance and Non-Competition Agreement with William M. Lowe, Jr., its executive vice president and chief financial officer. Pursuant to the Lowe Agreement, Mr. Lowe is granted 275,000 restricted stock units with a grant date of Dec. 1, 2014. Upon vesting, the RSUs are settled as restricted shares of Company common stock, and cannot be sold until 90 days after Mr. Lowe's termination of employment with the Company, except to the extent that his ownership of Company common stock exceeds his target under the Company's ownership guidelines. The 25,000 RSUs will vest on the first, second, and third anniversaries of the Grant Date, respectively, and the remaining 200,000 RSUs will vest on the fourth anniversary of the Grant Date. All outstanding unvested RSUs become fully vested in the event of Mr. Lowe's death or Disability, his resignation for Good Reason, or termination by the Company for reasons other than Cause or within 24 months following a Change in Control. In the event that Mr. Lowe's employment is terminated by the Company without Cause, or Mr. Lowe resigns for Good Reason, Mr. Lowe is entitled to receive monthly Severance Payments for 24 months following the termination date. Those Severance Payments are equal to 1/12th of the sum of Mr. Lowe's annual base salary and his target bonus under the Company's Annual Incentive Plan, calculated as of the termination date. Severance Payments are subject to Mr. Lowe's execution of a General Release. In the event that a termination of employment occurs within 24 months after a Change in Control, the terms of Mr. Lowe's Change in Control Severance Compensation Agreement. Pursuant to the Lowe Agreement, Mr. Lowe is subject to certain non-competition and non-solicitation obligations for a period equal to (a) one year after the date of termination, in the event that Mr. Lowe resigns (except for Good Reason) or his employment is terminated by the Company for Cause, or (b) such time as the Company is obligated to make Severance Payments to Mr. Lowe, in the event that Mr. Lowe resigns for Good Reason or the Company terminates his employment (except for Cause). In the event of a breach by Mr. Lowe, the Company is entitled to specific performance and/or injunctive relief. In addition, all further Severance Payments cease and any Severance Payments previously made must be repaid by Mr. Lowe, all unvested RSUs granted pursuant to the Lowe Agreement are cancelled, restricted stock from vested RSUs are forfeited and gains realized from the sale of any restricted stock received from vested RSUs must be repaid to the Company. Also on Dec. 1, 2014, the Company entered into an Incentive Award and Non-Competition Agreement with Charles C. Meeks, Jr., its executive vice president, Solid Capacitor Business Group. Pursuant to the Meeks Agreement, Mr. Meeks is granted 160,000 restricted stock units with a grant date of Dec. 1, 2014. Upon vesting, the RSUs are settled as restricted shares of Company common stock, and cannot be sold until 90 days after Mr. Meek's termination of employment with the Company, except to the extent that his ownership of Company common stock exceeds his target under the Company's ownership guidelines. The 20,000 RSUs will vest on the first, second, and third anniversaries of the Grant Date, respectively, and the remaining 100,000 RSUs will vest on the fourth anniversary of the Grant Date. All outstanding unvested RSUs become fully vested in the event of Mr. Meek's death or Disability, his resignation for Good Reason, or termination by the Company for reasons other than Cause or within 24 months following a Change in Control. Pursuant to the Meeks Agreement, Mr. Meeks is subject to certain non-competition and non-solicitation obligations for a period of one year after the date of termination. In the event of a breach by Mr. Meeks, the Company is entitled to specific performance and/or injunctive relief. In addition, all unvested RSUs granted pursuant to the Meeks Agreement are cancelled, restricted stock from vested RSUs are forfeited and gains realized from the sale of any restricted stock received from vested RSUs must be repaid to the Company. About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." The Company's balance sheet at June 30, 2014, showed $838.64 million in total assets, $620.39 million in total liabilities and $218.25 million in total stockholders' equity. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. The TCR reported in August 2014 that Standard & Poor's Ratings Services revised its outlook on Greenville, S.C.-based capacitor supplier KEMET Corp. to stable from negative. S&P affirmed the ratings, including the 'B-' corporate credit rating. LAKES SUPER MARKET: Louie's Fresh Supermarket in Calumet Closes --------------------------------------------------------------- Sam Ali at Abc10up.com reports that Louie's Fresh Supermarket in Calumet has closed down. The Company posted on its Facebook page that it has been working closely with a new supplier that will fully restock the Lake Linden store pending court approval on Dec. 9, 2014. The Company assured in its post that operations at the Lake Linden location would continue. Louie's Fresh Supermarket is owned by Lakes Super Market Incorporated. Headquartered in Calumet, Michigan, Lakes Super Market, Inc. -- dba Louie's Fresh Markets, fka Louie's Super 2 Foods, dba Quality Hardware Store, fka Louie's Super Foods, fka Louie's Super Value - - filed for Chapter 11 bankruptcy protection (Bankr. W.D. Mich. Case No. 14-90309) on Aug. 19, 2014, listing $881,779 in total assets and $6.77 million in total liabilities. The petition was signed by Louis J. Meneguzzo, president. Dane P. Bays, Esq., at Bays Law Offices, serves as the Debtor's bankruptcy counsel. Judge Scott W. Dales presides over the case. LATEX FOAM: Reaches Deal with Unsec. Creditors, Files Plan ---------------------------------------------------------- BedTimes reports that Latex Foam International Holdings Inc. said it has reached an agreement with unsecured creditors and submitted a reorganization plan to the U.S. Bankruptcy Court for the District of Connecticut. A news release says that the Company will no longer be sold and that it is concentrating on executing a growth plan. Larry Thomas at Furniture Today relates that under the Plan jointly filed by the Company and the unsecured creditors committee, unsecured creditors' claims would be converted into preferred stock in Latex Foam International Holdings. Furniture Today says that the Company has the right to redeem the preferred stock by paying 50% of the value of the creditors' claims within three years after the Plan goes into effect. The report states that beyond that date, the preferred stock can be redeemed for 60% of the value of the claims. According to the report, the preferred stock would be placed in a trust, which would appoint a non-voting observer to attend the Company's board meetings. Furniture Today reports that under the Plan, the state of Connecticut would get the full $104,156 it is owed for sales and use taxes, and a $16.4 million note from Wells Fargo would be refinanced as a seven-year note with a balloon payment at the end of the term. Furniture Today adds that the Company would have to make monthly principal and interest payments based on a 30-year amortization schedule until the balloon payment is due. "This plan is the culmination of several months of reorganization and restructuring of our business, including the rebuilding of our primary production facility that had been severely damaged by fire . . . . We said at the time of our filing that this was a strategic decision to restructure a healthy business that was burdened by financial debt obligations from agreements put in place years ago. Relieving ourselves of those burdens puts our company in a position where it can finance itself from operations. The restructuring and post-fire rebuild of our state-of-the-art equipment has allowed us to reduce lead times, enhance customer service and improve our first-quality to 99%. This, coupled with over 99%-on-time delivery, truly does enhance our customers' experience," BedTimes quoted David Fisher, Latex International president and chief executive officer, as saying. About Latex Foam Headquartered in Shelton, Connecticut, Latex Foam International, LLC manufactures foam mattresses and component mattresses. The 196-employee company produces mattress cores, toppers, and pillow buns utilizing both the Talaway and Dunlop manufacturing processes. LFIH is a holding company for 100% of the equity interests in LFI, PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN. BHD. LFI and four affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport, Connecticut, on May 30, 2014. David Fisher signed the petitions as president. The Debtors are seeking joint administration of their cases. LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities as of the Chapter 11 filing. Judge Alan H.W. Shiff presides over the cases. James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and Zeisler, serve as the Debtors' counsel. On June 19, 2014, the U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped to retain Schafer and Weiner, PLLC as its counsel, and Reid and Reige, P.C. as its local counsel. LEHMAN BROTHERS: Judge Delays Decision on $64M FirstBank Claim -------------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Shelley Chapman shelved a dispute over the validity of FirstBank Puerto Rico's $63.5 million claim for collateral on a swap contract with a unit of Lehman Brothers Holdings Inc., citing the potential impact of a related pending appellate case. According to the report, Judge Chapman elected not to rule on the Lehman Brothers Inc. trustee's attempt to expunge the claim until a federal judge says whether FirstBank can recover the same collateral from Barclays PLC, which bought the brokerage following its 2008 collapse. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LONG BEACH: Says Amendments to Sale Agreement Necessary ------------------------------------------------------- Long Beach Medical Center, et al., and the Official Committee of Unsecured Creditors responded to the objection and reservation of rights of South Nassau Communities Hospital to the joint motion to approve amendments to the (i) purchase and sale agreement, (ii) asset purchase agreement with Komanoff and MLAP Acquisition II LLC dated May 8, 2014, and (iii) receivership agreement relating to the sale of assets and properties of Long Beach Memorial Nursing Home, Inc. The Debtors and the Committee said that the proposed amendments were necessary due to changing regulatory environment at the New York State Department of Health and the unpredictable delay in gaining the appointment of MLAP as receiver. Additionally, the Debtors and the Committee stated that continued administration of the cases should not be stopped pending a sale closing. As reported in the TCR on Nov. 19, 2014, the Debtors and the Committee said that the amendment provide for, among other things, an increase in the aggregate cash portion of the nursing dome purchase price from $15.6 million to $15.825 million if a certificate of need is approved by the New York State Department of Health at a full 200 bed complement in exchange for an agreed bed reduction of $81,500 if DOH approves a CON for a reduced number of beds between 50 and 200 beds and thereafter, an agreed per bed reduction of $77,000 for any additional bed reduction under 150 beds. A copy of the terms is available for free at http://bankrupt.com/misc/LONGBEACH_277_sale_amendments.pdf About Long Beach Medical Center Long Beach Medical Center, formerly Long Beach Memorial Hospital, was a 162-bed, community-based hospital offering primary, acute, emergency and long-term health care to residents of Long Beach, New York. Founded in 1922, LBMC was a teaching facility for the New York College of Osteopathic Medicine. LBMC was shut down after superstorm Sandy devastated the hospital in October 2012. Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center for Geriatric and Rehabilitative Medicine, a 200-bed skilled nursing facility affiliated with LBMC. It provides services for residents requiring long term nursing home care and short term post-acute (sub-acute) care. Currently there are 127 residents of Komanoff. Long Beach Medical Center and Long Beach Memorial Nursing Home d/b/a The Komanoff Center for Geriatric and Rehabilitative Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014. Long Beach Medical Center scheduled $17,400,606 in total assets and $84,512,298 in total liabilities. Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is the Debtors' claims and noticing agent. The Hon. Alan S. Trust presides over the cases. The U.S. Trustee has appointed three members to the official committee of unsecured creditors. The panel retained Klestadt & Winters, LLP, led by Sean C. Southard, Esq., as counsel. MATADOR PROCESSORS: Hires Biditup to Sell Assets ------------------------------------------------ Brianna Bailey at NewsOk reports that Matador Processing, LLC, fdba Matador Processors, Inc., has sought authorization from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire Biditup to sell the Company or its assets to satisfy its creditors. "At this point, it appears to be headed for the auction block if we do not make a sale in the next 30 days," NewsOk quoted David Sisson, Esq., the attorney for the Company, as saying. Matador owner Betty Wood has made every effort to seek new sources of capital to invest in the Company, and she hopes to find a local buyer who would keep the chile rellenos factory operating, NewsOk states, citing Mr. Sisson. NewsOk quoted Mr. Sisson as saying, "There were a number of avenues that were explored pretty extensively -- not just to find a lender or attracting investment partners, but none of those panned out. I know Mrs. Wood very much would wish someone locally would come in and purchase the business, but there have not been any parties interested in doing that so far." NewsOk relates that the sale could include the machinery used at the plant to make chile rellenos that are manufactured at the Blanchard plant and distributed to restaurants, including breading and battering machines, and conveyor belts. About Matador Processing Headquartered in Blanchard, Oklahoma, Matador Processing, LLC, fdba Matador Processors, Inc., makes frozen chile rellenos that are sold to restaurants. It was founded in 1975 by Clif and Betty Wood in Blanchard. At its peak, the Debtor employed about 49 people in Blanchard. Ms. Wood said in a NewsOK.com report that the Debtor now has 20 employees and is still hiring. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 13-15303) on Dec. 2, 2013, estimating its liabilities at between $500,001 and $1 million against $1 million to $10 million in estimated assets. The Hon. Niles L. Jackson presides over the case. David B. Sisson, Esq., who has an office in Norman, Oklahoma, serves as the Debtor's bankruptcy counsel. The petition was signed by Betty J. Wood, managing member. According to the NewsOK.com report, Ms. Wood said that she was forced to file for Chapter 11 bankruptcy protection a few weeks before Christmas in 2013 to save the Debtor's manufacturing plant from foreclosure after BancFirst, one of the Debtor's largest creditors, refused to work with the Debtor on its mortgage. MEGA RV: Hearing Today on Approval of GE Commercial Agreement ------------------------------------------------------------- The Bankruptcy Court will convene a hearing date today, Dec. 8, 2014, at 2:00 p.m., to consider approval of the agreement between Mega RV Corp., the Official Committee of Unsecured Creditors, Brent McMahon and his affiliated entities, and GE Commercial Distribution Finance Corporation pursuant to Federal Rule of Bankruptcy Procedure 9019. The Debtor alleged it has claims against CDF who vigorously denies them. The agreement is a global resolution of all claims by and against CDF, which should bring up to $4,700,000 into the estate to allow the funding of a liquidating plan to be proposed by Debtor and Committee. Throughout the bankruptcy case, the Debtor has asserted certain claims against CDF for its role in causing the cessation of Debtor's business and its bankruptcy filing. The Debtor and McMahon personally have done all they could to try and bring funds into the bankruptcy estate to help consumers who have been harmed. The Debtor has done its best to leverage these claims into a settlement of CDF's undersecured blanket lien for the benefit of the Debtor's creditors. The Debtor is represented by: Robert P. Goe, Esq. Elizabeth A. LaRocque, Esq. Donald W. Reid, Esq. GOE & FORSYTHE, LLP 18101 Von Karman Avenue, Suite 510 Irvine, CA 92612 Tel: (949) 798-2460 Fax: (949) 955-9437 E-mails: rgoe@goeforlaw.com elarocque@goeforlaw.com dreid@goeforlaw.com About Mega RV Corp. Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-13770) on June 15, 2014. Brent McMahon signed the petition as president. The Debtor estimated assets and liabilities of at least $10 million. Goe & Forsythe, LLP, serves as the Debtor's counsel. Judge Mark S Wallace presides over the case. The U.S. Trustee for Region 16 on July 3 appointed three creditors of Mega RV Corp. to serve on the official committee of unsecured creditors. MIG LLC: Dec. 11 Hearing on Approval of Litigation Trust Agreement ------------------------------------------------------------------ The Bankruptcy Court will convene a hearing on Dec. 11, 2014 at 10:00 a.m., to consider approval of that certain amendment to the Litigation Trust Agreement. Through the motion, the Indenture Trustee, with the consent of MIG, LLC, et al.,, the Litigation Trustee, and a majority in aggregate amount of the Noteholders, request that the Court enter an order (i) approving the Trust Agreement Amendment, and (ii) confirming that the Trust Agreement Amendment does not affect any of the security interests in any collateral under the collateral documents and the indenture or any other applicable law. Pursuant to the Litigation Trust Agreement, the Indenture, and certain related security and collateral documents, the Indenture Trustee (in its various capacities) can only exercise certain remedies for the benefit of the Noteholders after it is directed in writing by the Litigation Trustee. For example, under the Indenture, the Indenture Trustee cannot take any action with respect to any of the Noteholders' collateral that is stock pledged to the Indenture Trustee for the benefit of the Noteholders pursuant to the other security and collateral agreements until it receives written instructions from the Litigation Trustee. The Litigation Trust currently has no operating funds, and is unlikely to bring additional litigation on its own behalf. On Oct. 31, 2014, the Litigation Trustee notified the Noteholders and the Litigation Trust that it will resign upon the earlier of an order of the Court approving the amendment to the Litigation Trust Agreement, or eighty days from the date of the resignation letter. About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2014. The cases are currently jointly administered under Bankr. D. Del. Lead Case No. 14-11605. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. The cases are assigned to Judge Kevin Gross. MIG LLC disclosed $15,939,125 in assets and $253,713,467 in liabilities. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor; Cousins Chipman and Brown, LLP as conflicts counsel; and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have retained Natalia Alexeeva as chief restructuring officer. A three-member panel has been appointed in these cases to serve as the official committee of unsecured creditors, consisting of Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. MIG LLC: Wants Removal Period Extended to Feb. 25 ------------------------------------------------- The Bankruptcy Court will convene a hearing on Dec. 11, 2014 at 10:00 a.m., to consider approval of MIG LLC, et al.'s motion to extend the time to file notices of removal of proceedings pursuant to Bankruptcy Rule 9027(a). The Debtors are requesting that the Court extend the removal period until Feb. 25, 2015. About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2014. The cases are currently jointly administered under Bankr. D. Del. Lead Case No. 14-11605. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. The cases are assigned to Judge Kevin Gross. MIG LLC disclosed $15,939,125 in assets and $253,713,467 in liabilities. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case No. 09-12118). It obtained approval of its reorganization plan in November 2010. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor; Cousins Chipman and Brown, LLP as conflicts counsel; and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have retained Natalia Alexeeva as chief restructuring officer. A three-member panel has been appointed in these cases to serve as the official committee of unsecured creditors, consisting of Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. MINERVA NEUROSCIENCES: Has $27.2-Mil. Net Loss for 3rd Quarter -------------------------------------------------------------- Minerva Neurosciences, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $27.15 million for the three months ended Sept. 30, 2014, compared with a net loss of $488,193 for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $73.33 million in total assets, $16.61 million in total liabilities and total stockholders' equity of $56.71 million. The Company has limited capital resources and has incurred recurring operating losses and negative cash flows from operations since inception. As of Sept. 30, 2014, the Company has an accumulated deficit of approximately $67.3 million. Management expects to continue to incur operating losses and negative cash flows from operations. The Company has financed its business to date from proceeds from the sale of common stock, loans and convertible promissory notes. On July 7, 2014, the Company completed an IPO and received net proceeds of $28.2 million, including the over allotment. In addition, on July 7, 2014, the Company sold shares of its common stock in two private placements resulting in net proceeds to the Company of approximately $23.4 million. The Company will need to raise additional capital in order to continue to fund operations and fully fund its clinical development programs. The Company believes that it will be able to obtain additional working capital through equity financings or other arrangements to fund operations; however, there can be no assurance that such additional financing, if available, can be obtained on terms acceptable to the Company. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Minerva Neurosciences' recurring losses from operations has raised substantial doubt regarding its ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/yXRkgP Minerva Neurosciences, Inc., formerly known as Cyrenaic Pharmaceuticals Inc., is focused on the development of an experimental drug for the treatment of schizophrenia. The development stage biopharmaceutical company is based in Cambridge, Massachusetts. MONROE HOSPITAL: Files Chapter 11 Liquidating Plan -------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Monroe Hospital LLC in Bloomington, Indiana, filed a Chapter 11 plan of liquidation and disclosure materials explaining the plan about one month after receiving court approval to sell the hospital to an affiliate of Prime Healthcare Services Inc. According to the report, under the proposed plan, the secured portion of the claim of hospital lessor MPT Bloomington LLC and affiliated lender MPT Development Services Inc., which are collectively owed about $121.8 million, would be paid by the buyer as part of the purchase price. Recovery on general unsecured claims is "unknown," the report related. About Monroe Hospital Monroe Hospital, LLC, since 2006, has operated a 32 licensed bed private acute care medical surgical hospital in Bloomington, Indiana. It leases the land on which the hospital is located from MPT Bloomington, LLC. Monroe Hospital, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ind. Case No. 14-07417) in Indianapolis, Indiana, on Aug. 8, 2014. Joseph Roche signed the petition as president and chief executive officer. In its schedules, the Debtor disclosed $14,327,739 in total assets and $136,386,925 in liabilities. The case is assigned to Judge James M. Carr. The Debtor is represented by attorneys at Bingham Greenebaum Doll LLP. Upshot Services LLC acts as the Debtor's noticing, claims and balloting agent. NAARTJIE CUSTOM KIDS: Sells ZA One Assets to Truworths ------------------------------------------------------ Naartjie Custom Kids, Inc., sought and obtained from the Bankruptcy Court an order (1) authorizing it to exercise its shareholder rights in ZA One (Pty) Ltd. to accomplish the sale of ZA One's assets to Truworths Limited, and (2) authorizing the sale of the Debtor's intellectual property and e-commerce business to Truworths pursuant to Sections 363(b) and (f) of the Bankruptcy Code. The Debtor owns 100% of the 1,426 outstanding shares of ZA One, a South African subsidiary of Naartjie, which operates stores in South Africa and supplies designs to the Debtor. After diligently canvassing the marketplace for the Assets, with the assistance of Hilco IP Services LLC d/b/a Hilco Streambank as the Debtor's marketing agent,2 the Debtor has determined, after consultation with and receiving the approval of the UCC, that the "Sale of Business Agreement" by and between ZA One as seller and Truworths as purchaser, dated as of November 21, 2014, is the highest and best offer for the Debtor's interests in ZA One and will be designated as the Stalking Horse Agreement. Similarly, the Debtor has determined that the "Asset Purchase Agreement" with Truworths as "Buyer," dated as of November 21, 2014, is the highest and best offer for all of its intellectual property assets including various trademarks, copyrights, domain names, customer lists, and related data, and the right to acquire the Debtor's e-commerce platform after Jan. 31, 2015. The Agreements constitute one indivisible, mutually conditioned transaction and entry into one is conditioned on entry into the other. Accordingly, the overall purchase price for the assets sold to Truworths through the collective Agreements is fixed at $2,700,000, which will be allocated between the two Agreements upon closing of the transactions based on the calculation of the value of the assets sold in the ZA One Agreement. In general, the ZA One Agreement will convey ZA One's Business (all of ZA One's assets and its assignable liabilities) to Truworths as a going concern. Regulatory approval for the transaction by South African authorities is expected to take up to two months. Accordingly, the Closing Date for the transaction will occur after necessary regulatory approval is obtained by Truworths. The Agreements were subject to higher and better offers to be solicited at an auction. Under the Court-approved bidding procedures, prospective bidders were given until Nov. 21, 2014 to submit initial bids. The Debtor, after consultation with and receiving approval of the Creditors Committee, has determined that only one bidder is deemed a qualified bidder -- Truworths. The Debtor accordingly decided to cancel the auction. Judge William T. Thurman entered the sale order Nov. 25. A copy of the sale order is available for free at: http://bankrupt.com/misc/Naartjie_ZA_One_Sale_Ord.pdf Objection The lone objection to the sale was filed by Target Ease International, which earlier filed a motion for termination of the automatic stay. Target objected to the sale motion to the extent: 1. the sale seeks to restrain or prohibit Target's rights to dispose of $2 million worth of goods that are the subject of the stay motion; 2. the Debtor seeks permission to transfer $305,000 to its South African subsidiary; and 3. the Debtor seeks authority to assign any agreement between Target and the Debtor or its subsidiary to Truworths without fully curing all defaults under the same. In their joint reply to the objection, the Debtor and the Official Committee of Unsecured Creditors pointed out that the objection (a) improperly asks the Bankruptcy Court to make a premature determination about Target's stay motion; (b) improperly asserts that Target has an interest (which requires adequate protection) in the $305,000 that the Debtor must fund to ZA One as a condition to closing the ZA One Agreement and consequently, the closing of the US Asset Purchase Agreement; and (c) objects to an assumption and assignment that is not before the Court. Target Ease is represented by: Mona L. Burton, Esq. Engels J. Tejeda, Esq. HOLLAND & HART LLP 222 S. Main St., Suite 2200 Salt Lake City, UT 84101 Telephone: 801-799-5822 Facsimile: 801-799-5700 E-mail: mburton@hollandhart.com ejtejeda@hollandhart.com About Naartjie Custom Kids Founded in Cape Town, South Africa in 1989, Naartjie is a children's clothing brand that embraces bright, colorful, kid- friendly clothes. Naartjie designs, manufactures and sells children's clothing, accessories and footwear for ages newborn through 10 years old. Naartjie Custom Kids, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 14-29666) on Sept. 12, 2014. 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. NII HOLDINGS: Noteholder Group Assails Plan-Support Deal -------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that some NII Holdings Inc. noteholders complained that the plan-support agreement filed by the company is the product of a flawed process that improperly shifts significant value away from senior creditors to more junior ones. According to the Bloomberg report, an ad hoc group of holders of senior notes issued by NII International Telecom SA, known as LuxCo, asserted that while NII described the so-called PSA as a "settlement," it's "no such thing," as the proposal is nothing more than an agreement between two creditors of NII Capital Corp., known as CapCo, to resolve meritless litigation claims by taking value away from LuxCo, according to the group. As previously reported by The Troubled Company Reporter, NII Holdings and its Official Committee of Unsecured Creditors agreed to file plan that will grant shares of new stock to noteholders and wipe out shareholders. The Plan will incorporate terms of a plan support agreement reached with noteholders, namely entities managed by Aurelius Capital Management, LP, entities managed by Capital Research and Management Company, and American Tower Corporation, American Tower do Brasil - Cessao de Infraestruturas Ltda. and MATC Digital S. de R.L. de C.V. The PSA requires the Debtors to exit bankruptcy by April 2015. Under the Plan, the Holders of Notes will be provided with the option to subscribe to purchase $250 million of New NII Common Stock pursuant to a rights offering. Upon the Effective Date, the New Board will adopt a management incentive plan, including (i) restricted stock units for up to 2.5% of the New NII Common Stock and (ii) options to purchase up to 2.5% of the New NII Common Stock with any applicable exercise price to be determined by the New Board (collectively, the "MIP Shares"). The Plan will provide for the issuance of $250 million of new debt. According to the Plan Term Sheet, the Plan proposes to treat claims and interests as follows: -- Holders of 2016 Capco Notes and 2019 Capco Notes owed $1.36 billion will receive their pro rata share of 25.43% of the New NII Common Stock Pool, subject to dilution by the Rights Offering Shares and the MIP Shares. -- Holders of 2021 Capco Notes owed $1.5 billion will receive their pro rata share of 11.06% of the New NII Common Stock Pool, subject to dilution by the Rights Offering Shares and the MIP Shares. -- Holders of 11.375% and 7.875% Luxco Notes owed $1.69 billion Will receive their pro rata share of 63.51% of the New NII Common Stock Pool, subject to dilution by the Rights Offering Shares and the MIP Shares. -- Recovery and treatment for all holders of allowed general unsecured claims against Capco, Luxco, Holdings, and other Debtors will be determined by the Plan Proponents, subject to consent of the Consenting Noteholders. -- Each holder of an allowed Convenience Class claim will receive an amount equal to 100% of such claim in cash on or as soon after the Effective Date as practicable, subject to a cap. -- Existing NII Equity Interests shall be extinguished, cancelled and discharged as of the Effective Date, and holders of Existing NII Equity Interests shall receive no distribution in respect of their equity interests. 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. NET ELEMENT: Further Amends $50 Million Securities Prospectus ------------------------------------------------------------- Net Element, Inc., had amended its Form S-3 registration statement with the U.S. Securities and Exchange Commission relating to the offering and sale of securities totaling $50,000,000. In addition, Novatus Holding PTE. Ltd, Cayman Invest S.A., K 1 Holding Limited, and Beno Distribution, Ltd., may sell up to 19,947,334 shares of common stock from time to time, in amounts, at prices, and on terms that will be determined at the time these securities are offered. The Company amended the registration statement to delay its effective date. The Company's common stock is listed on The NASDAQ Capital Market under the symbol "NETE." The Company's outstanding warrants are quoted on the Over-the-Counter Bulletin Board under the symbol "NETEW." The Company will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of the Company's common stock on any securities exchange. A full-text copy of the Form S-3/A is available for free at: http://is.gd/uBpAGu About Net Element Miami, Fla.-based Net Element International, Inc. (formerly Net Element, Inc.,) currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $48.31 million in 2013, as compared with a net loss of $16.38 million in 2012. The Company's balance sheet at June 30, 2014, showed $16.57 million in total assets, $22.79 million in total liabilities and a $6.21 million total stockholders' deficit. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has used substantial amounts of cash to fund its operating activities that raise substantial doubt about its ability to continue as a going concern. NORTEL NETWORKS: HP Responds to Proposed Deal --------------------------------------------- BankruptcyData reported that Hewlett-Packard and Hewlett-Packard Financial Services filed with the U.S. Bankruptcy Court a limited response to Nortel Network's motion, pursuant to Bankruptcy Rule 9019, for an order approving the stipulation of settlement of avoidance claims by and between (1) NNI and Nortel Networks (CALA) and (2) HP and HPFS. According to BData, the response states, "...HP and HPFS are concerned that a party in interest other than the Debtors might contend in subsequent litigation involving HP or HPFS that they were not put on notice of those provisions of the releases. HP and HPFS do not believe that any party would be successful in the assertion of such a contention. However, in the abundance of caution, HP and HPFS request that decretal paragraph 2 of the proposed form of Order on the Motion be revised to read as follows: The Debtors are authorized to enter into the Stipulation, and the Stipulation, including, but not limited to the releases contained in paragraphs 5 and 6 thereof, is approved in its entirety; HP and HPFS submit herewith as Exhibit A, a revised proposed form of Order providing for the revised decretal paragraph 2." About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Unsecured Creditors Committee. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long- Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. PARLIAMENT PARTNERS: Goes to Jan. 15 Plan Hearing ------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a bankruptcy judge in Orlando, Florida, conditionally approved the disclosure statement explaining Parliament Partners Inc.'s plan, paving the way for the Debtor to solicit votes. According to the report, final approval of the disclosure statement will be considered at a Jan. 15 hearing to approve the plan. Funds contributed by the husband and wife would cover administrative claims, while general unsecured creditors would share pro rata in three potential contributions, one of which would come from the husband and wife, the report related. Orlando, Florida-based Parliament Partners, Inc., dba Parliament House, sought protection under Chapter 11 of the Bankruptcy Code on July 25, 2014 (Bankr. M.D. Fla., Case No. 14-08503). The Debtor's counsel is R Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine LLP, Orlando, Florida. PERMA-FIX ENVIRONMENTAL: Has $1.87-Mil. Net Income in Q3 -------------------------------------------------------- Perma-Fix Environmental Services, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing net income of $1.87 million on $16.9 million of net revenues for the three months ended Sept. 30, 2014, compared with a net loss of $800,000 on $19.07 million of net revenues for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $88.9 million in total assets, $40.01 million in total liabilities and total stockholders' equity of $47.7 million. The Company's former independent registered public accounting firm included in its report covering its 2013 audited consolidated financial statements an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern. The Company's financial position and operating results raised substantial doubt about the Company's ability to continue as a going concern, as reflected by the accumulated deficit of $57.16 million incurred through Sept. 30, 2014. A copy of the Form 10-Q is available at: http://is.gd/ch30FQ Perma-Fix Environmental Services, Inc. (NASDAQ: PESI) provides nuclear waste solutions. PESI's nuclear waste services include management and treatment of radioactive and mixed waste for hospitals; research labs and institutions; federal agencies, including the U.S. Department of Energy, the U.S. Department of Defense; and the commercial nuclear industry. PETTERS GROUP: Trustee Reaches $93MM Clawback Deal With Fund ------------------------------------------------------------ Law360 reported that the trustee for companies owned by convicted Ponzi schemer Thomas Petters has reached a $93 million clawback deal with a fund that received payouts before the scheme collapsed. According to the report, Trustee Douglas Kelley, the lawyer in charge of the bankruptcy process, told a Minnesota bankruptcy court he'd reached a deal under which Epsilon Global Active Value Fund II would pay $92.7 million and settle all of Kelley's claims on it. The money represents what EGAVF got from Epsilon Global Master Fund II LP, which has already reached its own settlement, the report related. The adversary case is Kelley v. Westford Special Situations Master Fund LP et al., case number 4:10-ap-04396, in the U.S. Bankruptcy Court for the District of Minnesota. About Petters Company, Inc. Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Douglas Kelley, the Chapter 11 Trustee of Petters Company, Inc., et al., is represented by James A. Lodoen, Esq., at Lindquist & Vennum LLP, in Minneapolis, Minn. The trustee tapped Haynes and Boone, LLP as special counsel, and Martin J. McKinley as his financial advisor. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. PORTER BANCORP: Porter Estate Has 24% Stake as of June 20 --------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, the Estate of J. Chester Porter, Betty Porter, Executrix of the Estate of J. Chester Porter disclosed that as of June 20, 2014, they beneficially owned 3,198,668 shares of common stock of Porter Bancorp, Inc., representing 24.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/DvlbMr About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. Porter Bancorp incurred a net loss attributable to common shareholders of $3.39 million in 2013, a net loss attributable to common shareholders of $33.43 million in 2012 and a net loss attributable to common shareholders of $105.15 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $1.03 billion in total assets, $1 billion in total liabilities and $29.32 million in total stockholders' equity. Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred substantial losses in 2013, 2012 and 2011, largely as a result of asset impairments. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios. Additional losses or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern. PRESIDIO INC: Moody's Puts B1 CFR on Review for Downgrade --------------------------------------------------------- Moody's Investors Service has placed Presidio, Inc.'s B1 corporate family rating and B1-PD probability of default rating on review for downgrade. Moody's also placed under review the company's B1 rating on the senior secured credit facilities. Ratings Rationale The rating action follows the news that Presidio is being sold to Apollo Global Management. Although the purchase price and the financing terms have not been announced, Moody's believes that the transaction will result in adding more debt to the balance sheet, on top of the debt recapitalization the company completed earlier in 2014. Moody's believes Presidio's adjusted debt to EBITDA leverage will likely exceed 5.0 times at closing (expected in the first quarter of 2015). Moody's review will focus on evaluating the terms of the proposed capitalization to finance the acquisition and management's long term plans to manage its debt profile. Rating actions: Corporate Family Rating -- B1 placed under review for downgrade Probability of Default -- B1-PD placed under review for downgrade First Lien Senior Secured B1 placed under review for downgrade Based in Greenbelt, MD, Presidio, Inc. is a provider of information technology (IT) infrastructure and services focused on data center, virtualization, network communications, security, mobility and contact centers for commercial and government clients within the U.S. The company is 87% owned by private equity firm, American Securities and is in the process of being sold to Apollo Global Management. 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. PROGRESSIVE CASUALTY: High Court Denies Appeal Over Fee Fight ------------------------------------------------------------- Law360 reported that the U.S. Supreme Court rejected a bid by a Florida father-son law firm to discharge in bankruptcy a $2 million judgment for other attorneys who claimed they were intentionally deprived of fees through a secret settlement covering thousands of insurance cases. According to the report, the fee ruling, originally handed down in Florida state court, was the result of a lawsuit brought by Stewart Tilghman Fox & Bianchi PA, William C. Hearon PA and Todd S. Stewart PA against appellants Charles J. Kane and his son, Harley N. Kane, of Kane & Kane PA -- plus several other attorneys and firms who had "pulled the rug out from under" them, in the words of one court, by working out a secret deal with Progressive Casualty Insurance Co. to settle more than 2,500 personal injury protection and bad faith claims. The Stewart firms, as they are referred to in the case filings, successfully pursued the dispute through adversary claims for discharge exceptions against both Kanes in bankruptcy court, with affirmations from district court and the Eleventh Circuit that the Kanes had caused "willful and malicious injury." The case is Kane et al. v. Stewart Tilghman Fox & Bianchi PA et al., case number 14-352, in the Supreme Court of the United States. PWK TIMBERLAND: Wants to Sell Calcasieu Parish to Shalon Latour --------------------------------------------------------------- PWK Timberland, LLC, asks the Court for authorization to sell real estate located at the corner of Highway 90 and Manchester Road (Hwy. 3256) in Calcasieu Parish, State of Louisiana, to Shalon and Nicholas Latour or its assigns. The Debtor intends to sell the real property for a price of $320,000. The property has been marketed by Reinauer Real Estate Corporation as realtor which will be compensated a 6% real estate commission from the sale proceeds. About PWK Timberland Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11 protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013. Gerald J. Casey, Esq., serves as counsel to the Debtor. The Debtor disclosed $15,038,448 in assets and $1,792,957 in liabilities as of the Chapter 11 filing. The Debtor has filed a first amended plan of reorganization and explanatory disclosure statement. A copy of the First Amended Disclosure Statement dated April 30, 2014, is available for free at http://bankrupt.com/misc/PWKTIMBERLAND_1stAmdDS.PDF As reported in the Dec. 11, 2013 edition of the Troubled Company Reporter, PWK Timberland's Plan provides that all allowed claims will be satisfied in full. The Plan contemplates (i) that the unsecured claims of former members are unimpaired; (ii) the Debtor does not believe there are any general unsecured creditors but if there are, they will be paid in full on the Effective Date; and (iii) equity holders agreed to forgo any payments under the plan until all impaired creditors have been paid in according to the terms of the Plan. PWK TIMBERLAND: Wants to Sell Parish of Vernon for $120,000 ----------------------------------------------------------- PWK Timberland, LLC, asks the Bankruptcy Court for authorization to sell real estate located in the Parish of Vernon, State of Louisiana to Sterling Acquisitions, LLC, and or its assigns for $120,000. The Debtor is represented by: Gerald J. Casey, Esq. 613 Alamo Street Lake Charles, LA 70601 Tel: (337) 474-5005 Fax: (337) 310-4877 E-mail: gcasey@caseylaw.net About PWK Timberland Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11 protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013. Gerald J. Casey, Esq., serves as counsel to the Debtor. The Debtor disclosed $15,038,448 in assets and $1,792,957 in liabilities as of the Chapter 11 filing. The Debtor has filed a first amended plan of reorganization and explanatory disclosure statement. A copy of the First Amended Disclosure Statement dated April 30, 2014, is available for free at http://bankrupt.com/misc/PWKTIMBERLAND_1stAmdDS.PDF As reported in the Dec. 11, 2013 edition of the Troubled Company Reporter, PWK Timberland's Plan provides that all allowed claims will be satisfied in full. The Plan contemplates (i) that the unsecured claims of former members are unimpaired; (ii) the Debtor does not believe there are any general unsecured creditors but if there are, they will be paid in full on the Effective Date; and (iii) equity holders agreed to forgo any payments under the plan until all impaired creditors have been paid in according to the terms of the Plan. QUEST SOLUTION: Adds Thomas Miller to Board of Directors -------------------------------------------------------- Quest Solution, Inc., has added veteran technology executive Thomas O. Miller to its Board of Directors. Mr. Miller's tenure on the Board is effective Dec. 2, 2014. Mr. Miller brings to Quest Solution an extensive resume of successes in the technology industry. Miller previously served on the Board of Directors of Socket Mobile, Inc., and is a Partner in The SAGE Group of Bellevue, Washington, a management consulting company that works with executives at small to midsize companies on business transformation and revitalization strategies for value-creating events. Mr. Miller directs the Company's mobile computing, wireless, automated data collection and IP Path to Value practice. Mr. Miller and The SAGE Group also advise private equity firms who invest in wireless and mobility companies. Prior to joining The SAGE Group, Mr. Miller was a member of the executive team at Intermec Corporation, a leader in the automated data collection, wireless and mobile computing industries, serving as its President from 2004 to 2005. He was also vice president of Corporate Development until July 2006 with Intermec's parent company UNOVA. Mr. Miller previously served on the Board of Directors and the audit and compensation committees of InfoLogix, Inc., an enterprise mobility automation company serving the healthcare industry from October 2006 until 2011, when it was purchased by Stanley Works. He currently serves on the Board of Directors of Mobile Technology Inc. a global leader in mobile display technology solutions for consumer electronics and mobile enterprise companies. Mr. Miller holds a Bachelor of Business and a Masters of Business Administration degree from Western Illinois University. The Company said it is working with the board to determine a compensation for the director's time at the board meetings. Concurrently, the Company has entered into an agreement with The Sage Group, which Mr. Miller is a partner, for one year at a rate of $10,000 per month to assist in the acquisition strategy, evaluate the Internet of Things market adoption for potential involvement and participation, inclusive of other proprietary strategies the Company is implementing for its growth plans. "On behalf of Quest Solution, Inc.'s Board of Directors, we welcome Tom to our growing roster of experienced executives," stated Jason Griffith, Chairman of the Board for Quest Solution, Inc. "We fully expect Tom to be a critical intellectual asset and to leverage his tremendous reputation and contacts." "I welcome the opportunity to join Quest Solution as a contributing member to one of the country's leading mobile computing and data collection system integrators," stated Miller. "The Company's elite technology- proven in a number of verticals speaks to a bright future in a multitude of industries. I am excited to a play a part in their future successes." Hosts Webinar to Update Industry on Latest Technology Quest Solution hosted a webinar for the Snack Food and Wholesale Bakery Industry on Dec. 4, 2014. The webinar was designed to showcase emerging opportunities in snack food and bakery markets where mobile applications can reduce stale percentages by as much as 50%. The presentation also featured savings and efficiency benefits including improved order accuracy and account service times. The webinar provided information and guidance on the use of this technology with experts from Quest Solution and their partner, MiT Systems, Inc, who specialize in the development of these innovative distribution software solutions. Quest Solution and MiT Systems, Inc., currently serve six of the top wholesale bakeries and has a growing body of case studies and market data. "Every day, thousands of workers in the baking industry depend on Quest Solution for their mobile automation needs and we are looking forward to the webinar for our potential and existing clients to see some of the latest developments," stated George Zicman, Senior VP of Sales, Quest Solution. About Quest Solution Quest Solution (formerly known as Amerigo Energy, Inc.) is a national mobility systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references. Motorola, Intermec, Honeywell, Panasonic, AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest Solution uses in its systems. Amerigo Energy reported a net loss of $1.12 million in 2013 following a net loss of $191,364 in 2012. L.L. Bradford & Company, LLC, Las Vegas, NV, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. RADIOSHACK CORP: Shares Trading Briefly Halt on Clash With Lender ----------------------------------------------------------------- The Associated Press reports that trading in RadioShack Corp. shares stopped on Tuesday after the Company disclosed a dispute with one of its lenders, but resumed in the afternoon, with the Company's stock dropping as much as 20% before closing down 8%, or 6 cents, at 72 cents. As reported by the Troubled Company Reporter on Dec. 3, 2014, Drew Fitzgerald, writing for The Wall Street Journal, reported that a fight between the Company and some of its lenders erupted during the crucial holiday season, threatening the retailer's efforts to restructure its operations and avoid bankruptcy. According to Richard Collings at The Deal, the Company said it received notice from Salus Capital Partners LLC, the administrator for the retailer's $250 million term loan facility, that it has breached covenants related to a refinancing in early October struck with a group of investors led by hedge fund Standard General LP. The AP relates that the Company's chief executive, Joseph C. Magnacca, asserted that the lenders had repeatedly blocked efforts to speed the Company's turnaround despite their knowledge of the hurdles it faces. About Radioshack Corporation RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com-- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139.4 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities and a $63 million total shareholders' deficit. * * * As reported by the TCR on Sept. 15, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Fort Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'. "The downgrade comes as the company announced it will seek capital, and that such a transaction could include a debt restructuring in addition to store closures and other measures," said Standard & Poor's credit analyst Charles Pinson-Rose. In the Sept. 16, 2014, edition of the TCR, the TCR reported that Fitch Ratings had downgraded the Long-term Issuer Default Rating (IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'. The downgrade reflects the high likelihood that RadioShack will need to restructure its debt in the next couple of months. The TCR reported on March 13, 2014, that Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa2 from Caa1. "The continuing negative trend in RadioShack's sales and margins has resulted in a precipitous drop in profitability causing continued deterioration in credit metrics and liquidity," Mickey Chadha, Senior Analyst at Moody's said. RADIOSHACK CORP: November Sales Drop 30%, Says Franchisee --------------------------------------------------------- Mitch Nolen at Seeking Alpha reports that Gary Mahan, representative for the Western division of RadioShack's Franchise Advisory Council, said that his store's November 2014 sales declined 30% over last year. The RadioShack franchise order desk reported hearing similar stories about Black Friday at other RadioShack franchises, Seeking Alpha states, citing Mr. Mahan. According to Seeking Alpha, RadioShack's same-store sales dropped 20% in the most recently reported quarter. Mr. Mahan, Seeking Alpha says, believes his one store on the Oregon coast could have made an extra $1,000 in profit over the Black Friday weekend if he had received the iPhone 6 and 6 Plus. According to the report, Mr. Mahan couldn't speculate how that $1,000 in lost profit opportunity might extrapolate to other stores in the RadioShack chain. Seeking Alpha relates that RadioShack's Web site directs users to find a store. Iphone models were out of stock in RadioShack locations across the country hours before the company's Thanksgiving sales started, the report adds. About Radioshack Corporation RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com-- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139.4 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities and a $63 million total shareholders' deficit. * * * As reported by the TCR on Sept. 15, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Fort Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'. "The downgrade comes as the company announced it will seek capital, and that such a transaction could include a debt restructuring in addition to store closures and other measures," said Standard & Poor's credit analyst Charles Pinson-Rose. In the Sept. 16, 2014, edition of the TCR, the TCR reported that Fitch Ratings had downgraded the Long-term Issuer Default Rating (IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'. The downgrade reflects the high likelihood that RadioShack will need to restructure its debt in the next couple of months. The TCR reported on March 13, 2014, that Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa2 from Caa1. "The continuing negative trend in RadioShack's sales and margins has resulted in a precipitous drop in profitability causing continued deterioration in credit metrics and liquidity," Mickey Chadha, Senior Analyst at Moody's said. RADIOSHACK CORP: Says It Will Fight Salus Capital Breach Claim -------------------------------------------------------------- Law360 reported that financially troubled RadioShack Corp. went public with news that Salus Capital Partners has claimed breaches under a $250 million facility provided to the retailer by the Harbinger Group Inc. unit along with Cerberus Business Finance, disputing the claim and calling it "self-serving." According to the report, the Texas-based company, which in October restructured $585 million in debt with other lenders and hired former U.S. Department of the Treasury senior adviser Harry Wilson to lead a turnaround effort, said it would contest the claims related to the term loan facility. About Radioshack Corporation RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com-- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139.4 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities and a $63 million total shareholders' deficit. * * * As reported by the TCR on Sept. 15, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Fort Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'. "The downgrade comes as the company announced it will seek capital, and that such a transaction could include a debt restructuring in addition to store closures and other measures," said Standard & Poor's credit analyst Charles Pinson-Rose. In the Sept. 16, 2014, edition of the TCR, the TCR reported that Fitch Ratings had downgraded the Long-term Issuer Default Rating (IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'. The downgrade reflects the high likelihood that RadioShack will need to restructure its debt in the next couple of months. The TCR reported on March 13, 2014, that Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa2 from Caa1. "The continuing negative trend in RadioShack's sales and margins has resulted in a precipitous drop in profitability causing continued deterioration in credit metrics and liquidity," Mickey Chadha, Senior Analyst at Moody's said. RADIOSHACK CORP: Closes Two Stores in Sacramento ------------------------------------------------ Mark Glover at The Sacramento Bee reports that RadioShack Corp. recently closed two stores in Sacramento, California. The Company said in an e-mail that it closed stores at 4500 Freeport Boulevard near Land Park and in the Strawberry Creek Shopping Center at 8241 Bruceville Road. According to the Company's e-mail, the Company still maintains "very good coverage with stores still in place" throughout the region. The Company's website on Wednesday showed 23 stores within a 25-mile radius of downtown Sacramento, including outlets in Roseville, Folsom, Elk Grove, Citrus Heights, Rancho Cordova, West Sacramento, Davis and Woodland. The Sacramento Bee relates that overall, the Company has 529 California stores. "Despite their intimate knowledge of the challenges that RadioShack faced when they extended credit to us late last year, our current term lenders have repeatedly blocked our efforts to accelerate and intensify our turnaround and make smart decisions for our business. Now, prompted by their narrow self-interest, they appear to be trying to manufacture a problem during the critical holiday shopping season in an effort to get out of a loan on which they have already reaped more than $35 million in fees and interest payments," The Sacramento Bee quoted RadioShack CEO Joe Magnacca as saying. According to The Sacramento Bee, New York-based marketing and branding expert Peter Schaub said, "RadioShack is really walking a tightrope without a net . . . . On one hand, they want to cut back and shore up their financial house, but it sounds like the lenders don't want to be left out in the cold." "I think they're going to close, but it's about doing it on an orderly basis," The Associated Press quoted Maglan Capital co- founder and portfolio manager David Tawil as saying. About Radioshack Corporation RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com-- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139.4 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities and a $63 million total shareholders' deficit. * * * As reported by the TCR on Sept. 15, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Fort Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'. "The downgrade comes as the company announced it will seek capital, and that such a transaction could include a debt restructuring in addition to store closures and other measures," said Standard & Poor's credit analyst Charles Pinson-Rose. In the Sept. 16, 2014, edition of the TCR, the TCR reported that Fitch Ratings had downgraded the Long-term Issuer Default Rating (IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'. The downgrade reflects the high likelihood that RadioShack will need to restructure its debt in the next couple of months. The TCR reported on March 13, 2014, that Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa2 from Caa1. "The continuing negative trend in RadioShack's sales and margins has resulted in a precipitous drop in profitability causing continued deterioration in credit metrics and liquidity," Mickey Chadha, Senior Analyst at Moody's said. RED SHIELD: Court OKs Sale of Old Town to KPS's Expera ------------------------------------------------------ Expera Specialty Solutions, LLC, a portfolio company of KPS Capital Partners, LP, on Dec. 5 announced the acquisition of certain assets related to the Old Town Fuel & Fiber pulp mill. Expera acquired the assets free and clear of substantially all liens, claims, encumbrances and interests through an auction conducted as part of a sale process under Section 363 of the United States Bankruptcy Code. The U.S. Bankruptcy Court for the District of Maine formally approved the transaction on Dec. 5. Founded more than a century ago and located in Old Town, ME, Old Town is a high-quality pulp mill with the capacity to produce annually 200,000 tons of Northern Bleached Kraft pulp. The mill closed indefinitely this past August. Expera intends to invest significant capital and resources into Old Town to restart the mill and ensure the highest level of production quality and capacity. "I'm excited to welcome the Old Town employees back to work and to the Expera family," stated Russ Wanke, Chief Executive Officer of Expera. "Expera is a financially strong enterprise with an excellent platform positioned for expansion and growth. Under Expera, Old Town will have significant top-line stability and will benefit from our commitment to continuous improvement and manufacturing excellence. Old Town provides Expera with added internal capabilities, allowing us to deliver to our customers more product innovation and even better service." Raquel Palmer, a Partner of KPS, said, "We are very proud of the progress Expera has made to date. The Company has improved its profitability under our ownership and exceeded all of our growth expectations. Expera continues to capitalize on opportunities to grow its business and capabilities, and this acquisition further demonstrates the Company's commitment to being the leader in the specialty paper market." Old Town is in the process of equipment start-up and employees will be coming back to work in several phases throughout the month of December, reaching full employment capacity by January 5. Paul, Weiss, Rifkind, Wharton and Garrison LLP and Pierce Atwood LLP served as legal counsel to Expera and KPS. About Expera Expera -- http://www.experaspecialty.com-- is a North American manufacturer of specialty paper products for use in the pressure- sensitive release liner, industrial and food packaging segments. Headquartered in Wisconsin, Expera employs approximately 2,000 people across five manufacturing facilities located in Rhinelander, WI, Mosinee, WI, Kaukauna, WI, De Pere, WI, and Old Town, ME. About Red Shield Four companies in October 2014 asked a bankruptcy judge in Portland, Maine, to put Red Shield Acquisition LLC, the owner of the shuttered Old Town Fuel and Fiber, into Chapter 7 bankruptcy to satisfy their claims the company owes them more than $1 million. The involuntary Chapter 7 case (Bankr. D. Maine Case No. 14-10812) was filed on Oct. 10, 2014. Red Shield is represented by: Jeremy R. Fischer, Esq. DRUMMOND WOODSUM 84 Marginal Way, Suite 600 Portland, ME 04101-2480 Tel: 207 772-1941 E-mail: jfischer@dwmlaw.com Petitioning creditors Trico Mechanical Contractors, Inc., and CCB, Inc., are represented by: Michael A. Fagone, Esq. BERNSTEIN, SHUR, SAWYER & NELSON P.O. Box 9729 Portland, ME 04104-5029 Tel: (207) 774-1200 E-mail: mfagone@bernsteinshur.com Petitioning creditors Portage Wood Products, LLC, and Maine Woods Company LLC, are represented by: Michael F. Hahn, Esq. EATON PEABODY One Portland Square, 7th Floor P.O. Box 15235 Portland, ME 04112 Tel: (207) 274-5266 Fax : (207) 274-5286 E-mail: mhahn@eatonpeabody.com REICHHOLD HOLDINGS: Gets Nod for $106M DIP, January Auction ----------------------------------------------------------- Law360 reported that a Delaware bankruptcy judge blessed Reichhold Inc.'s $106 million debtor-in-possession financing package and plans to hold a Section 363 sale next month, after the chemical company said it had resolved creditor concerns. According to the report, U.S. Bankruptcy Judge Mary F. Walrath gave the green light to Reichhold's revised final DIP order as well as bidding procedures that establish senior secured noteholders as a stalking horse for a January auction, noting that both proposals faced no opposition. Judge Walrath, the report said, had reluctantly granted interim approval to the noteholder- furnished $106.4 million DIP at Reichhold's first-day hearing in October, making $93.6 million immediately available, but expressed concerns that it would entrench bondholders as the stalking horse bidder. About Reichhold Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, USA, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. In 2013, the companies generated $1.08 billion in net revenue, and as of the year-to-date August 2014, $750 million in net revenues. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. The Reichhold Companies are pursuing a sale transaction that has two elements: (i) a consensual foreclosure by the holders of senior secured notes on their security interests in the common and preferred stock in Reichhold Holdings Luxembourg, S.a.r.l. ("RHL"), the ultimate holding company of all of the non-debtor affiliates that operate outside the U.S., and (ii) a purchase of certain assets of the Debtors by Reichhold Holdings International B.V. through a credit bid pursuant to Section 363 of the Bankruptcy Code. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. The U.S. Trustee for Region 3 appointed seven creditors of Reichhold Holdings US, Inc. to serve on the official committee of unsecured creditors. The Creditors' Committee retains Hahn & Hessen LLP as lead counsel, Blank Rome LLP as co-counsel, and Capstone Advisory Group, LLC and Capstone Valuation Services, LLC, as financial advisor. An Ad Hoc Committee of Asbestos Claimants also appears in the case. The Ad Hoc Committee consists of three plaintiff law firms, Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly Conroy LLC, each in their capacity as tort counsel for clients of their firms who have asbestos-related personal injury or wrongful death claims against the Debtors. The Committee is represented by Mark T. Hurford, Esq., at Campbell & Levine, LLC; and Caplin & Drysdale, Chartered's James P. Wehner, Esq. and Jeffrey A. Liesemer, Esq. REVEL AC: Can't Shake Tax Agreements, Atlantic City Says -------------------------------------------------------- Law360 reported that Atlantic City told a New Jersey bankruptcy court that Revel Casino Hotel must honor a tax settlement agreement the duo had inked over disputed property tax assessments, saying Revel's objection lacks a legitimate bankruptcy interest since the casino has closed and is essentially liquidating. According to the report, Revel argues that the city based the agreement on inflated property values, but Atlantic City says the casino has no basis to challenge the settlement agreement, which covers the 2011 through 2015 tax years. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13- 16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. REVEL AC: BNYM Asserts Right to Adequate Assurance of Payment ------------------------------------------------------------- The Bank of New York Mellon, in its capacity as trustee for the New Jersey Economic Development Authority Energy Facility Revenue Bonds, filed a surreply to (i) Revel Ac, Inc., et al.'s omnibus reply to objections to the their motion for entry of a final DIP order; and (ii) DIP agent Wells Fargo Bank, N.A.'s and DIP lender Wells Fargo Principal Lending, LLC's omnibus reply to objections to the Debtors' motion. BNYM stated that both the Debtors and Wells Fargo assert that BNYM lacks standing to object to the DIP motion but BNYM has argued on numerous occasions, that the contention lacks any merit and should be rejected. BNYM, in its previous objection to the Debtors' motion when ACR Energy last raised its right to adequate assurance of payment pursuant to section 366 of the Bankruptcy Code, the Court ruled that its ability to control the distribution of proceeds from the Debtors' pending sale was sufficient to protect ACR's interests. As a result, unlike any other creditor, ACR remains bound by section 366 to continue providing post-petition services, notwithstanding the Debtors' failure to pay the agreed upon rate and ACR's projected exposure to $11 million in unpaid administrative claims. In a separate filing, the Debtors filed an omnibus reply to certain of the objections and related joinders filed by: i) IDEA Boardwalk, LLC; ii) Konami Gaming, Inc.; iii) American Cut AC Marc Forgione, LLC, Azure AC Allegretti, LLC, Exhale Enterprises XXI, Inc., GRGAC1, LLC, GRGAC2, LLC, GRGAC3, LLC, Lugo AC, LLC, Mussel Bar AC, LLC, PM Atlantic City, LLC, RJ Atlantic City, LLC and The Marwill Retail Group, LLC, later restated and joined by IDEA; iv) ACR Energy Partners, LLC; v) the Bank of New York Mellon; and vi) the Official Committee of Unsecured Creditors. According to the Debtors, the DIP Facility [wa]s the only financing opportunity available to the Debtors that w[ould] provide the liquidity necessary to bridge to an auction" during the Chapter 11 cases. Simply put, there would be no approved sale to Brookfield US Holdings LLC of substantially all of the Debtors' assets for $110 million without the postpetition financing provided by the DIP Lenders. Further, the terms and conditions of the DIP Facility "were negotiated at arms' length by well represented, independent parties in good faith . . . . [and] [t]he DIP Facility and Prepetition Lenders' consent to the Debtors' use of cash collateral are the product of hard fought, good faith negotiations." On Nov. 14, the Committee objected to the Debtor's motion, stating that the egregious "cashless roll-up" feature, liens on the proceeds of avoidance actions and the other extraordinary provisions, if approved on a final basis, will eliminate the only sources of recovery for unsecured creditors. The sources are routinely made available or, at a minimum, there is a negotiation, whereby a woefully undersecured prepetition lender willingly advances funds solely to protect its own interests. As of the filing of the cases, the Debtors held approximately $9.8 million of fungible "cage cash" and listed real estate assets owned by SI LLC having an aggregate value of $7,503,838. These assets were not subject to valid and perfected liens or mortgages of the prepetition lenders as of the commencement of the cases. ACR Energy, in its objection stated that with the sale of the Debtors' assets on the eve of closing, the Debtors sought an unprecedented final DIP financing order that affords broad liens and super-priority claims, rolling up of the lenders' undersecured prepetition claims so that they are afforded the protections of the broad liens and super-priority claims and broad waivers of surcharge and equities of the case challenge rights under the proposed final order, notwithstanding that neither the DIP financing budget nor the DIP financing carve out will provide for payment of or reserve for all asserted administrative claims. ACR Energy's objection to Motion to Strike ACR Energy Partners, LLC, objected to the motion of Wells Fargo to strike ACR Energy's objection to the Debtors' motion for interim and final orders (A) authorizing the Debtors to, among others (I) obtain postpetition financing, and (ii) use cash collateral. According to ACR Energy, the motion to strike must be denied and the Court should consider the DIP objection, because (i) the facts and circumstances of the cases have materially changed since the first day hearings in the cases; (ii) discovery has now revealed that ACR Energy has been the target of the CUP litigation strategy" crafted by the Debtors and lenders before the commencement of the cases solely as a means to minimize new money advances and wholly unrelated to the reasonableness of the contract price charged under the ESA; and (iii) if approved, the final DIP order will grant substantial benefits to the lenders, elevate their position from the petition date and relieve the lenders of certain expenses they would have to pay if their collateral. Wells Fargo has requested for authorization to strike the objection filed by ACR Energy stating that the ACR objection is a blatant violation of the Court's adequate assurance order entered on July 11, 2014, which expressly provides that: "ACR Energy waives its right to object to entry of the proposed final order on Debtors' motion to obtain secured post petition financing. 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. SAMUEL WYLY: Aspen Words Director Hopeful to Receive Contribution ----------------------------------------------------------------- Maurice LaMee, director of the nonprofit Aspen Words which has relied partly on a $1.5 million pledge from Samuel Wyly, said that "there's still the likelihood that we'll receive the contribution or some part of it," Rick Carroll at The Aspen Times reports. The Aspen Times quoted Mr. LaMee as saying, "All of this could be settled in the next few months, and we hope it doesn't create a crisis . . . . We don't really know yet. We're trying to wait it out since we're named as creditors in the bankruptcy." The Aspen Times relates that three years of the pledge have been paid, but the remaining two years remain in question. According to the report, Mr. LaMee confirmed that they "did receive money in 2014, so we're fine for this year. It's 2015 that could become a problem. All of this could be settled in the next few months, and we hope it doesn?t create a crisis." About Samuel Wyly Samuel Wyly filed for Chapter 11 bankruptcy protection on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. The case is In re Samuel E. Wyly, 14-35043, U.S. Bankruptcy Court, Northern District of Texas (Dallas). SEARS HOLDINGS: Former Prestige Cruise President Named to Board --------------------------------------------------------------- Kunal S. Kamlani, formerly president and chief operating officer of Prestige Cruise Holdings, Inc., was elected to the Board of Directors of Sears Holdings Corporation on Dec. 3, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Kamlani will hold office until the 2015 annual meeting of stockholders of the Company, or until his successor is duly elected and qualified. The Board has determined that Mr. Kamlani meets the standards of independence under the Company's Corporate Governance Guidelines and the applicable NASDAQ listing rules. There is no arrangement or understanding between Mr. Kamlani and any other person pursuant to which he was selected as a director. Mr. Kamlani will serve on the Audit Committee and Finance Committee of the Board. As a non-employee director, Mr. Kamlani will receive compensation in the same manner as the Company's other non-employee directors. 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: Closing Stores, Selling Assets to Raise Cash ------------------------------------------------------------ The Associated Press reports that Sears Holdings Corp. CEO Edward Lampert is closing weak stores, cutting inventory and selling assets to raise cash to keep the Company afloat. The AP relates that the Company has shut down 129 stores and for the full year it expects to close a total of 235 stores, which would result in several layoffs. The latest third-quarter results will likely make it critical for Sears to keep selling assets and stores, The AP states, citing Brian Sozzi, CEO and chief equities strategies at Belus Capital Advisors. The Company, according to The AP, said that it is also shifting its focus from running a store network to operating an online and offline business tied together by its Shop Your Way loyalty program. Mitch Nolen at Seeking Alpha reports that an ongoing effort by Sears' CEO to mitigate vendors' costs appears to be falling apart. Seeking Alpha says that vendors are being squeezed by the cost to protect shipments from a Sears bankruptcy, priced at over 140 times the rate of comparable Walmart insurance. 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. SENECA BIOENERGY: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Seneca BioEnergy, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 14-21470) on Dec. 1, 2014, estimating its assets at $1 million to $10 million and its liabilities at $500,000 to $1 million. The petition was signed by Michael F. Coia, managing member. Matthew Daneman at Democrat & Chronicle reports that the bankruptcy petition was filed days before the Debtor's production facility along Route 96 in the Seneca AgBio Green Energy Park was to be sold at public auction as it had fallen behind on its bank loans. According to Democrat & Chronicle, the Debtor's debts include $9,400 to the town of Romulus and $4,700 to the local school district and $47,000 owed to the Internal Revenue Service for payroll taxes. The report says that the Debtor has been awarded, but have not received, substantial pots of public money in recent years, including $7 million from the state. The Debtor, the report adds, said that receiving the public dollars revolve around finding outside investors as well, which the Debtor is still trying to do. The Debtor said that it plans on operating during the bankruptcy while restructuring to pay its debts, Democrat & Chronicle states. Michael Coia, the Debtor's CEO, said in a statement that the Debtor will "repay everyone in full. Over the past year, we have not been able to raise sufficient working capital alone and now we realize the requirements to have a strategic investment partner . . . . . Our vision is still right, but we have taken the business as far as we could, and now we need a white knight as an investment partner." Matthew Daneman at Democrat & Chronicle relates that the Debtor is looking for tenants to real estate it occupies in the Green Energy Park. William C. Rieth, Esq., who has an office in Rochester, New York, serves as the Debtor's bankruptcy counsel. Judge Paul R. Warren presides over the case. About Seneca BioEnergy Headquartered in Geneva, New York, Seneca BioEnergy, LLC, is a biodiesel company that operates out of the 10,000-acres old Seneca Army Depot in Seneca County, where it also makes Finger Lakes Grape Seed Oil, which is available at numerous wineries and some Wegmans stores. The company was born in 2008 out of grape seed oil processing work in Ontario County. SEQUENOM INC: Signs $50 Million Patents Agreement With Illumina --------------------------------------------------------------- Sequenom, Inc., on Dec. 2, 2014, entered into a Pooled Patents Agreement with Illumina, Inc., pursuant to which the parties will pool their intellectual property directed to noninvasive prenatal testing, as disclosed in a regulatory filing with the U.S. Securities and Exchange Commission. Under the Pooled Patents Agreement, Illumina will have exclusive worldwide rights to utilize the pooled intellectual property to develop and sell in-vitro diagnostic kits for NIPT and to license to third-party laboratories wishing to develop and sell their own laboratory-developed NIPT tests under the collection of pooled patents. Sequenom maintains a non-exclusive right to sublicense the intellectual property rights it acquired from Isis Innovation, Ltd., to third-party laboratories for their own developed NIPT tests. In addition, Sequenom and Illumina will each have rights to utilize all pooled patents to develop and sell their own respective laboratory-developed NIPT tests. Also as part of the Pooled Patents Agreement, Illumina gains access to samples and applicable study protocols from Sequenom's clinical studies for high and low risk pregnancies, as registered with clinicaltrials.gov. Illumina will make an aggregate $50 million upfront payment to Sequenom as part of the overall agreement, as well as pay royalties to Sequenom for sales of in-vitro diagnostic kits for NIPT. Both parties and their sublicensees will pay a per-test fee into the pool for laboratory-developed NIPT tests, which will be shared between Sequenom and Illumina. Illumina has agreed to minimum yearly payments to Sequenom under the pool through 2020 covering both IVD royalties and Sequenom's share of the collected test fees. The Pooled Patents Agreement will remain in effect until the date of expiration of the last to expire pooled patent. Neither party may terminate the Pooled Patents Agreement except by mutual written agreement of the parties. Concurrently with the execution of the Pooled Patents Agreement, Sequenom, Illumina, the Sequenom Center for Molecular Medicine, LLC, and Verinata Health, Inc., entered into a Settlement Agreement, pursuant to which the parties will settle certain claims and release the other parties from certain liability. The parties will dismiss the U.S. District Court litigation where Verinata has asserted infringement of U.S. Patent Nos. 7,888,017, 8,008,018 and 8,195,415 (the "'415 Patent") against Sequenom, and Sequenom will not appeal the U.S. Patent Trial and Appeal Board's decision on the inter partes review of the '415 Patent. The U.S. Federal Circuit appeal of the litigation where Sequenom has asserted infringement of U.S. Patent No. 6,258,540 against Verinata, Ariosa Diagnostics, Inc., Natera, Inc., and DNA Diagnostics Center, Inc. will continue, without further cooperation from Verinata, but following its conclusion, Sequenom and Verinata will settle and dismiss any remaining claims that were not previously dismissed. Each party to the Settlement Agreement will release the other parties and their affiliates, licensors, licensees, developers and certain purchasers from all claims for the exploitation, on or before the effective date of the Settlement Agreement, of NIPT products and services, as well as any other claims based on acts relating to the subject matter of the dismissed disputes or that could have been brought in response thereto. None of the parties made any admission of liability in entering into these arrangements. No party will challenge the pooled patents subject to the Pooled Patents Agreement. In connection with entering into the Pooled Patents Agreement, Sequenom also concurrently entered into an Amended and Restated Sale and Supply Agreement with Illumina, pursuant to which Sequenom and its affiliates will purchase various products from Illumina, which they will be able to use for NIPT as well as for other clinical and research uses. The Supply Agreement amends, restates and replaces Sequenom's prior Sale and Supply Agreement with Illumina dated July 8, 2011, as amended. Subject to certain conditions and limitations, including an annual purchase minimum, under the Supply Agreement Sequenom and its affiliates will receive pricing no less favorable than that offered by Illumina to similar customers in the United States. Each month, Sequenom must provide non-binding rolling 12-month forecasts, and submit a single purchase order with at least a 90 day lead time for delivery. The Supply Agreement has a term of five years; provided, however, that it may be earlier terminated (i) in the event that either party breaches a material provision and fails to cure such breach within thirty days after receiving written notice of the breach, or (ii) by written notice if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors that is not dismissed within 60 days. In accordance with the Pooled Patents Agreement, Sequenom and the Chinese University of Hong Kong entered into an agreement, pursuant to which certain License Agreements by and between Sequenom and CUHK, dated Sept. 16, 2008, May 3, 2011, and May 3, 2011, were amended and assigned to Illumina for inclusion in the patent pool subject to the Pooled Patents Agreement. Illumina will be responsible for paying all royalties to CUHK under the CUHK License Agreements, and will grant Sequenom a sublicense under each agreement to exploit laboratory-developed NIPT tests in accordance with the Pooled Patents Agreement. In consideration, Sequenom will pay CUHK a one-time $6.15 million upfront payment and additional royalties of varying percentages through 2019. The CUHK Agreement will remain in effect until the expiration of the CUHK License Agreements. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom incurred a net loss of $107.40 million in 2013, a net loss of $117.02 million in 2012 and a net loss of $74.13 million in 2011. As of Sept. 30, 2014, the Company had $134.55 million in total assets, $186.45 million in total liabilities and a $51.89 million total stockholders' deficit. SEVEN COUNTIES: To Seek Confirmation of Reorganization Plan Jan. 6 ------------------------------------------------------------------ The Bankruptcy Court will convene a hearing on Jan. 6, 2015, at 10:00 a.m., to consider the confirmation of Seven Counties Services, Inc.'s Chapter 11 Plan of Reorganization. The Court has overruled objections to the Disclosure Statement including those filed by Kentucky Employees Retirement System and the Board of Trustees of Kentucky Retirement Systems. Ballots accepting or rejecting the Plan are due two business days prior to the date of the confirmation hearing. Any objections to confirmation of the Debtor's Plan will be filed by Dec. 30, 2014. According to the Disclosure Statement, the Plan contemplates the reorganization of existing debt and continuation of the Debtor's normal business operations. The primary objectives of the Plan are to: (a) maximize the value of the ultimate recoveries to all creditor groups on a fair and equitable basis; and (b) settle, compromise, or otherwise dispose of certain claims and interests on terms that the Debtor believes to be fair and reasonable and in the best interests of the Debtor's estate and its creditors. Upon entry of the confirmation order, the Debtor will continue to operate its business and manage its assets, which will generate income projected to be sufficient for the Debtor to meet its ongoing expenses and obligations contemplated under the Plan. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SevenCounties_DS.pdf The Debtor is represented by: David M. Cantor, Esq. Paul J. Hershberg, Esq. Charity B. Neukomm, Esq. James E. Mcghee III, Esq. Tyler R. Yeager, Esq. SEILLER WATERMAN LLC Meidinger Tower ? 22nd Floor 462 S. Fourth Street Louisville, KY 40202 Tel: (502) 584-7400 Fax: (502) 583-2100 E-mail : cantor@derbycitylaw.com hershberg@derbycitylaw.com neukomm@derbycitylaw.com mcghee@derbycitylaw.com yeager@derbycitylaw.com About Seven Counties Seven Counties Services Inc., a not-for-profit behavioral services provider from Louisville, Kentucky, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013. The agency generates more than $100 million a year in revenue and employs a staff of 1,400 providing services at 21 locations and 120 schools and community centers. The petition was signed by Anthony M. Zipple as president/CEO. The Debtor scheduled assets of $45,603,716 and scheduled liabilities of $232,598,880. Judge Joan A. Lloyd presides over the case. David M. Cantor, Esq., Neil C. Bordy, Esq., Charity B. Neukomm, Esq., Tyler R. Yeager, Esq., and James E. McGhee III, Esq., at SEILLER WATERMAN LLC, serve as counsel to the Debtor. Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have been retained by the Debtor as special counsel. Hall, Render, Killian, Heath & Lyman, PLLC, is special counsel to represent and advise it in the implementation of its new software system. Peritus Public Relations, LLC, has been tapped to provide public relations and public affairs support in Kentucky. Fifth Third Bank, the cash collateral lender, is represented by Brian H. Meldrum, Esq., at STITES & HARBISON PLLC; and Robert C. Goodrich, Jr., Esq., at STITES & HARBISON PLLC. SILVERSUN TECHNOLOGIES: To Sell Class A Shares ---------------------------------------------- SilverSun Technologies, Inc. is offering a yet to be determined shares of its Class A Common Stock, according to a Form S-1 registration statement filed with the U.S. Securities and Exchange Commission. Currently, the Company's Class A Common Stock is quoted on the OTCQB Marketplace operated by the OTC Markets Group, under the symbol "SSNT". In conjunction with this offering, the Company has applied to list its Class A Common Stock on the NASDAQ Capital Market under the symbol "SSNT". No assurance can be given that the Company's application will be approved. The last reported sale price of the Company's Class A Common Stock on the OTCQB on Dec. 2, 2014, was $0.20 per share. A full-text copy of the preliminary prospectus is available at: http://is.gd/SP1e4r About SilverSun Livingston, N.J.-based SilverSun Technologies, Inc., formerly known as Trey Resources, Inc., focuses on the business software and information technology consulting market, and is looking to acquire other companies in this industry. SWK Technologies, Inc., the Company's subsidiary and the surviving company from the acquisition and merger with SWK, Inc., is a New Jersey-based information technology company, value added reseller, and master developer of licensed accounting and financial software published by Sage Software. SWK Technologies also publishes its own proprietary supply-chain software, the Electronic Data Interchange (EDI) solution "MAPADOC." SWK Technologies sells services and products to various end users, manufacturers, wholesalers and distribution industry clients located throughout the United States, along with network services provided by the Company. Silversun Technologies posted net income of $322,548 on $17.40 million of net total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.23 million on $13.17 million of net total revenues for the year ended Dec. 31, 2012. As of Sept. 30, 2014, the Company had $5.12 million in total assets, $4.89 million in total liabilities and $238,410 in total stockholders' equity. SIRIUS INFORMATION: Bankruptcy Leaves Trail of Unpaid Journalists ----------------------------------------------------------------- Sara Randazzo, writing for The Wall Street Journal, reported that the bankruptcy of Sirius Information, which owns Bulldog Reporter, an organization that coached public-relations professionals on how to master crisis communications, has left many journalists unpaid after it laid off virtually all of its staff and shut down operations. According to the report, Bulldog Reporter, which has produced media directories, a daily online newsletter, webinars, live conferences and awards programs, has liabilities of less than $1 million and assets of $178,220. Oakland, Calif.-based Sirius Information, Inc., which operates under the Bulldog Reporter and PR University brands and which provided training and services for public relations professionals, sought protection under Chapter 11 of the Bankruptcy Code on Nov. 10, 2014 (Bankr. N.D. Cal., Case No. 14-44504). The Debtor is represented by Chris D. Kuhner, Esq., at Kornfield, Nyberg, Bendes and Kuhner. STOCKTON, CA: Fights Franklin Bid to Reduce $545MM Retiree Claims ----------------------------------------------------------------- Law360 reported that the city of Stockton, California, urged a bankruptcy judge to reject a call from creditor Franklin Templeton Investments to trim retiree health benefits claims allowed under the city's Chapter 9 exit plan by more than $280 million, saying that there is no legal basis for a reduction. The report recalled that Franklin has asked the court to revise the amount of allowed retiree claims from approximately $545 million to the present value of $261.9 million, a move the city contends is not required under the Bankruptcy Code. About Stockton, Calif. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Cal. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. The bankruptcy judge on April 1, 2013, ruled that the city of Stockton is eligible for municipal bankruptcy in Chapter 9. The Troubled Company Reporter, on Oct. 31, 2014, reported that Judge Christopher Klein confirmed the debt-adjustment plan by the city of Stockton, California, rejecting arguments that it unfairly discriminated among creditors by chopping a mutual fund's recovery to near zero while shielding city retirees from any impairment at all. * * * The Troubled Company Reporter, on Sep. 26, 2014, reported that Moody's Investors Service has affirmed the long-term ratings of the city of Stockton's (CA) water and sewer enterprises' debts at Ba1. Moody's have also changed the outlook on the city's water bond rating to developing from stable, while the developing outlook on the sewer system's rating remains the same. The TCR, on Nov. 10, 2014, reported that Moody's Investors Service has upgraded to Ba3 from Caa3 the City of Stockton's (CA) series 2006 lease revenue bonds and affirmed the city's 2007 pension obligation at Ca. Moody's have removed the developing outlook from the Series 2006 bonds and Moody's have removed the negative outlook from the Series 2007 bonds. The TCR, on Nov. 14, 2014, reported that Standard & Poor's Ratings Services raised its long-term rating and underlying rating (SPUR) to 'B-' from 'CCC' on the Stockton Public Financing Authority, Calif.'s series 2003A and 2003B certificates of participation (COPs) and its SPUR to 'B-' from 'CCC' on the authority's series 2006A lease revenue refunding bonds. Standard & Poor's also affirmed its 'CC' SPUR on Stockton Redevelopment Agency's series 2004 (arena project) revenue bonds. All series are appropriation obligations of Stockton. The outlook on the series 2003A and 2003B COP long-term rating and SPUR and on the 2006A lease revenue refunding bond SPUR is stable, and the outlook on the series 2004 revenue bond rating (arena project) is negative. SUSSEX RANDOLPH: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: Sussex Randolph Building, L.P. 237 South Street Morristown, NJ 07962 Case No.: 14-34505 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 3, 2014 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Michael B. Kaplan Debtor's Counsel: Morris S. Bauer, Esq. NORRIS, MCLAUGHLIN & MARCUS, PA PO Box 5933 Bridgewater, NJ 08807-5933 Tel: (908) 722-0700 Fax: 908-722-0755 Email: msbauer@nmmlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lawrence S. Berger, Esq., president of general partner. A list of the Debtor's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb14-34505.pdf TENET HEALTHCARE: Names Dr. Freda C. Lewis-Hall as Director ----------------------------------------------------------- The board of directors of Tenet Healthcare Corporation has appointed Freda C. Lewis-Hall, M.D., executive vice president and chief medical officer of Pfizer Inc., as a new independent director. Dr. Lewis-Hall becomes the Board's tenth member. Dr. Lewis-Hall, 59, joined Pfizer as chief medical officer in 2009. In her role, she leads Pfizer Medical, the division responsible for ensuring the safe, effective and appropriate use of Pfizer's products. She directs teams at Pfizer that oversee the quality and conduct of Pfizer's clinical trials, provide medical information and clinical data, and manage collaborative work on patient-centered drug development and outcomes research, public-private research partnerships, and global public health campaigns. She is a Distinguished Fellow of the American Psychiatric Association, and serves as a member of the Board of Governors for the Patient-Centered Outcomes Research Institute and of the National Center for Advancing Translational Sciences Advisory Council of the National Institutes of Health. Prior to joining the biopharmaceutical industry, she served as vice chairperson and associate professor of the Department of Psychiatry at Howard University College of Medicine and was an advisor to the National Institute of Mental Health. "We're pleased to have Freda Lewis-Hall join our board," said Tenet's non-executive chairman Edward A. Kangas. "She has built an exceptional reputation and track record of accomplishments during a distinguished medical and business career. Tenet's board and management will benefit from her perspective and I look forward to her many contributions." Tenet President and CEO Trevor Fetter said, "Our company and management team are privileged to have a strong board filled with distinguished leaders reflecting a wide-range of experiences, skills and viewpoints. I am pleased and honored that Dr. Lewis- Hall has joined the board and will add her unique insight to our efforts to improve healthcare delivery." About Tenet Tenet Healthcare Corporation is a national, diversified healthcare services company with more than 105,000 employees united around a common mission: to help people live happier, healthier lives. The company operates 80 hospitals, more than 190 outpatient centers, six health plans and Conifer Health Solutions, a leading provider of healthcare business process services in the areas of revenue cycle management, value-based care and patient communications. For more information, please visit www.tenethealth.com. Tenet reported a net loss attributable to common shareholders of $134 million compared to net income attributable to common shareholders of $141 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $17.31 billion in total assets, $16.05 billion in total liabilities, $396 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and $866 million in total equity. * * * Tenet carries a 'B' IDR from Fitch Ratings, B corporate credit rating from Standard & Poor's Ratings Services and B1 Corporate Family Rating from Moody's Investors Service. TITAN ENERGY: Unit Repays $1.4 Million Harborcove Facility ---------------------------------------------------------- Steller Energy Services (doing business as Titan Energy Systems), a wholly-owned subsidiary of Titan Energy Worldwide, Inc., repaid $1,435,449 to Harborcove Financial Services LLC in full satisfaction of the total outstanding principal, all accrued and unpaid interest thereon and all other fees owed to Harborcove under an accounts receivable facility, according to a regulatory filing with the U.S. Securities and Exchange Commission. Upon payment in full of the Payoff Amount, (i) all Harborcove liens on and security interests in the assets of Stellar and Grove Power, Inc., a wholly-owned subsidiary of the Company, were released, discharged and terminated, and (ii) Stellar, and its respective designees were authorized, at Stellar's sole cost and expense, to file such Uniform Commercial Code amendments and termination statements as they may deem appropriate or necessary to terminate any financing statements on record naming Stellar, Grove Power or any of their or the Company's affiliates, as debtor, and Harborcove, as secured party. About Titan Energy New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a provider of onsite power generation, energy management and energy efficiency products and services. Titan Energy reported net profit of $108,215 on $21.89 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $1.65 million on $19.15 million of net sales during the prior year. The Company's balance sheet at March 31, 2014, showed $6.15 million in total assets, $10.30 million in total liabilities and a $4.15 million total stockholders' deficit. "The Company believes it can be profitable for the year 2014 as some of the factors that created the loss were due to extreme weather conditions and Management believes it has put into place new processes and procedures that should mitigate the impact of these types of conditions in the future. In addition, the Company is in the process of restructuring its balance sheet. If successful, this should allow the Company to gain access to capital at a reduced rate. However, the accumulated deficit and the notes that are in default raise substantial doubt as to the Company's ability to continue as a going concern," the Company stated in the Form 10-Q for the period ended March 31, 2014. TITAN ENERGY: PTES Acquisition Takes Controlling Interest --------------------------------------------------------- Titan Energy Worldwide, Inc., on Dec. 2, 2014, entered into a Series A-1 Convertible Preferred Stock Purchase Agreement with PTES Acquisition Corp., a wholly-owned subsidiary of Pioneer Power Solutions, Inc., pursuant to which the Company issued and sold 100 shares of its newly designated Series A-1 Convertible Preferred Stock, in exchange for aggregate consideration of $1,000,000. The Series A-1 Shares are convertible into 1,250,000,000 shares of the Company's common stock, $0.0001 par value per share, subject to certain adjustments, and represent approximately 72.4% of the Company's voting stock. As a condition to the Series A-1 Stock Sale, Jeffrey W. Flannery, the current sole member of the Company's Board of Directors, agreed to resign from the Board, effective on or around Dec. 13, 2014, and appointed Nathan J. Mazurek, the chief executive officer of Pioneer, to serve as the new sole director of the Company, on or around Dec. 13, 2014. Concurrently with the Series A-1 Stock Sale, PTES also purchased 176 outstanding shares of the Company's Series D Convertible Preferred Stock from two investors and entered into binding purchase agreements with certain other individual holders of the Company's outstanding shares of Series D Convertible Preferred Stock, pursuant to which PTES agreed to purchase a total of 107.5 additional outstanding shares of the Company's Series D Convertible Preferred Stock. The Acquired Series D Shares beneficially owned by PTES pursuant to the foregoing transactions are convertible into a total of 387,709,734 shares of the Company's Common Stock and collectively would represent approximately 22.4% of the Company's voting stock. As a result of the transactions contemplated by the Series A-1 Stock Sale and the Series D Acquisition, PTES and Pioneer, as the sole stockholder of PTES, beneficially own a controlling interest in the Company. Loan and Security Agreement On Dec. 2, 2014, the Company entered into a Loan and Security Agreement with PTES and certain subsidiaries of the Company as guarantors, pursuant to which PTES made a term loan to the Company in the aggregate amount of $2,900,000 to be used to pay off the Company's existing factoring line of indebtedness and certain trade payables and to provide funds for working capital and general corporate purposes in the ordinary course of business. Under the terms of the Loan Agreement, PTES, in its sole discretion, may also make additional term loans to the Company. The source of funds for the Loan was from a $5,000,000 term loan facility under Pioneer's existing Credit Agreement, as amended on Dec. 2, 2014. The obligations of the Company and the Subsidiary Guarantors under the Loan Agreement are secured by a first priority security interest in all of the assets of the Company and the Subsidiary Guarantors, ranked senior to all existing and future classes of the Company's debt and guaranteed by the Subsidiary Guarantors. Interest on the Loan accrues at a rate equal to 10% per annum, payable on a quarterly basis through the scheduled maturity date on Dec. 2, 2019. The Loan Agreement provides for certain standard Events of Default. Joinder to Pioneer Credit Agreement and Security Agreement In connection with the Acquisition and transactions contemplated by the Loan Agreement, on Dec. 2, 2014, the Company and each of its subsidiaries entered to a Fifth Amendment to the Credit Agreement, dated June 28, 2013, among Pioneer, its wholly-owned subsidiaries and the Bank of Montreal, Chicago Branch., as lender. Among other things, the Fifth Amendment to the Credit Agreement, added the Company and each of its subsidiaries as loan parties and provided Pioneer a new term loan facility in the amount of $5,000,000. Pursuant to the terms of the Credit Agreement, the principal amount of the term loan facility amortizes over five years and is payable in installments on the last day of each March, June, September, and December in each year, commencing with the calendar quarter ending March 31, 2015, and the remaining principal amount becomes due and payable at maturity. Borrowings under the term loan facility bear interest, at Pioneer's option, at the lender's prime rate plus 1.25% per annum on U.S. prime rate loans, or an adjusted LIBOR rate plus 2.50% per annum on Eurodollar loans. Upon the closing of the Transaction, the Company and the Company's wholly-owned subsidiaries became guarantors of Pioneer's obligations under the Credit Agreement and granted the lender a security interest in substantially all of their assets. Following the consummation of the Transaction, PTES has the ability to elect all of the members of the Board, and through those directors, controls the appointment of the Company's officers. Pioneer is the sole shareholder of PTES and therefore deemed to beneficially own all securities owned by PTES. On Dec. 2, 2014, immediately upon the closing of the Transaction, Mr. Flannery, the Company's chairman, chief executive officer, chief operating officer and chief financial officer resigned from all offices and Nathan Mazurek, the chief executive officer of Pioneer, was appointed to serve as the new chief executive officer and president of the Company, and Andrew Minkow, the chief financial officer of Pioneer, was appointed to serve as the new chief financial officer, vice president, secretary and treasurer of the Company. In addition, in connection with the Series A-1 Purchase Agreement, Mr. Flannery, the Company's sole director, agreed to resign from the Board, effective on or around Dec. 13, 2014, and appointed Mr. Mazurek to serve as the new sole director of the Company, on or around Dec. 13, 2014. As a result of the closing of the Transaction, PTES acquired beneficial ownership of approximately 94.8% of the Company's voting stock. The source of cash funds for PTES's acquisition of a controlling interest in the Company was from Pioneer's revolving and term loan facilities under the Credit Agreement. Departure of Officers and Directors On Dec. 2, 2014, immediately upon the closing of the Transaction, Mr. Flannery resigned as chairman, chief executive officer, chief operating offer, chief financial officer and all other offices held with the Company, effective immediately. In addition, pursuant to the terms of the Transaction, Mr. Flannery agreed to resign as the sole director of the Company, effective on or around Dec. 13, 2014. On Dec. 2, 2014, Mr. Flannery submitted, and the Company accepted, his resignation from the Board. Mr. Flannery did not resign because of a disagreement with the Company or on any other matter relating to its operations, policies or practices. On Dec. 2, 2014, the Company appointed Mr. Mazurek to serve as the new president, chief executive officer and chairman of the Board, and Mr. Minkow to serve as the new chief financial officer, vice president, secretary and treasurer of the Company, effective as of the same date. In addition, in accordance with the terms of the Transactions, Mr. Mazurek was appointed to serve as the sole director of the Company, effective immediately upon the resignation of Mr. Flannery on or around Dec. 13, 2014. Upon the effectiveness of each of their respective appointments as an executive officer or the sole director of the Company, Mr. Mazurek and Mr. Minkow will not beneficially own any equity securities of the Company or any rights to acquire any such securities of the Company. Additional information is available for free at: http://is.gd/bfh1Bm About Titan Energy New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a provider of onsite power generation, energy management and energy efficiency products and services. Titan Energy reported net profit of $108,215 on $21.89 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $1.65 million on $19.15 million of net sales during the prior year. The Company's balance sheet at March 31, 2014, showed $6.15 million in total assets, $10.30 million in total liabilities and a $4.15 million total stockholders' deficit. "The Company believes it can be profitable for the year 2014 as some of the factors that created the loss were due to extreme weather conditions and Management believes it has put into place new processes and procedures that should mitigate the impact of these types of conditions in the future. In addition, the Company is in the process of restructuring its balance sheet. If successful, this should allow the Company to gain access to capital at a reduced rate. However, the accumulated deficit and the notes that are in default raise substantial doubt as to the Company's ability to continue as a going concern," the Company stated in the Form 10-Q for the period ended March 31, 2014. TOUCHPOINT METRICS: Reports $39K Net Income in Sept. 30 Quarter --------------------------------------------------------------- Touchpoint Metrics, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing net income of $39,900 on $599,000 of total revenue for the three months ended Sept. 30, 2014, compared with a net loss of $210,000 on $153,000 of total revenue for the same period in the prior year. The Company's balance sheet at Sept. 30, 2014, showed $1.11 million in total assets, $262,000 in total liabilities and total stockholders' equity of $846,000. For the nine months ended Sept. 30, 2014, the Company had net income of $52,950. In addition, the Company had a net loss of $716,000 for the year ended Dec. 31, 2013. These circumstances result in substantial doubt as to the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/pDX3ml San Francisco, Calif.-based Touchpoint Metrics, Inc., is engaged in the business of developing and delivering technology-enabled products and services that improve customer experience management capabilities for corporations. TRUMP ENTERTAINMENT: Seeks DGE's Okay to Shut Down Taj Mahal ------------------------------------------------------------ Wayne Parry at the Associated Press reports that Trump Entertainment Resorts Inc. has sought permission from the state Division of Gaming Enforcement last week to shut down the Trump Taj Mahal on Dec. 12, 2014. According to The AP, Trump Entertainment said that it is closing its newest hotel tower, Chairman Tower, and that it is no longer issuing credit as it prepares for the shutdown. 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. ULTURA INC: Committee Retains EisnerAmper as Financial Advisor -------------------------------------------------------------- EisnerAmper LLP has been retained as Financial Advisor by the Unsecured Creditors Committee in the Ultura Inc. case. EisnerAmper will work with Committee Counsel at law firms Sills Cummis & Gross P.C., and Potter Anderson & Corroon LLP to maximize the return to General Unsecured Creditors in this case. The EisnerAmper team will be led by Partners Allen Wilen and Edward Phillips. Ultura Inc., a developer of water-treatment products, filed a Chapter 11 petition on Oct. 20 in Delaware to sell its membrane business to pre-bankruptcy lender UAC Finance Inc. in exchange for about $25 million of debt, absent a better bid at auction. The Case Number is 14-12382KG. UNIVERSITY GENERAL: Hires NexBank to Sell Dallas Hospital --------------------------------------------------------- University General Health System, Inc., has engaged NexBank Capital Advisors to act as the exclusive financial advisor and investment banker regarding the sale, assumption, merger or other financial transactions related to University General Hospital - Dallas. The Company has entertained a number of potential acquirers and joint venture partners and believes that by engaging NCA, it can streamline and expedite the process more effectively. NCA will evaluate potential acquirers or investors and structure and negotiate the transaction. The Company has also begun rationalizing its operations at UGH - Dallas in order to reduce operating costs during the sale process. "In December 2012, University General Health System purchased South Hampton Hospital in Dallas, renamed the facility UGH - Dallas, and immediately began investing the necessary capital to recreate a hospital that the community could be proud of," stated Hassan Chahadeh, M.D., the Company's Chairman and chief executive officer. "South Hampton Hospital had experienced incredible challenges over the last two decades under the guidance of over 25 different management teams." "During the past two years, we have invested nearly $20 million in capital expenditures, providing working capital and creating new programs for the hospital and the surrounding community. Some of these initiatives have included a geriatric psychiatric outpatient program, a breast center, diabetes screening and treatment, flu shots within the church community, scholarships for graduates seeking to enter healthcare, wound care, and expanded outreach within the community that included clinics, outpatient departments and surgical centers. We recruited some amazing clinical and professional staff, while bringing back to the hospital surgeons, specialists and other physicians to assist with our goal of improving the quality of patient care across the board. We obtained Joint Commission Accreditation in late October 2014, which represented a major milestone of achievement for our leadership. The hospital today is dramatically improved relative to the facility we purchased two years ago. The decision to sell or otherwise dispose of UGH - Dallas has been a very difficult one; however, without adequate capital we must act in accordance with what is best for the community and for the Company," concluded Chahadeh. About University General University General Health System, Inc., located in Houston, Texas, is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS currently operates one hospital and two ambulatory surgical centers in the Houston area. It also owns a revenue management company, a hospitality service provider and facility management company, three senior living facilities and manages six senior living facilities. University General reported a net loss attributable to common shareholders of $35.70 million on $163.98 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss attributable to common shareholders of $3.97 million on $113.22 million of total revenues for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $183.26 million in total assets, $186.91 million in total liabilities, $2.97 million in series C convertible preferred stock, and a $6.61 million total deficit. Moss, Krusick & Associates, LLC, in Winter Park, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has negative working capital and relative low levels of cash and cash equivalents. These conditions raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. WATERFORD SPEEDBOWL: Creditor Wants OK on Sale Price Reconsidered ----------------------------------------------------------------- Shawn Courchesne at Racedayct.com reports that creditor Ed DeMuzzio filed a motion on Wednesday asking the court to reconsider the approval of the sale price set at the foreclosure auction of Waterford Speedbowl. Mr. DeMuzzio, says Racedayct.com, is at risk of losing $250,000, which includes about $110,000 invested in the property and about $140,000 in accrued interest, if the court approves the sale price. According to Racedayct.com, Mr. DeMuzzio had been facing a Thursday deadline to file a formal appeal of the approval of the sale price set at the Oct. 18 foreclosure auction, wherein Bruce Bemer was the high bidder, at $1.75 million. Racedayct.com relates that the property had recently been valued at $3 million and was being advertised on the market for sale with an asking price of $3.3 million prior to the auction. Mr. DeMuzzio claimd that there was collusion between creditors Rocco Arbitell, Peter Borelli, Theodore Parker and Shawn Parker to keep the bidding price low for the auction, Racedayct.com states. Mr. DeMuzzio, says the report, argued that the property should have been marketed better to attract a higher bid. Racedayct.com quoted Mr. DeMuzzio's attorney, Michael Bonnano, as saying, "We're going to file what is called a motion to reconsider and ask that the judge reconsider or reexamine his earlier ruling with regard to our motion for our hearing to set aside a new sale date. That is not an appeal. It is a practice book provision that allows the court to do exactly what it says, which is reconsider the earlier ruling. It can be withdrawn at anytime, just like the appeal can, but it's something that tolls the appeal the period. That's the intent at this time, to ask the court to reconsider its earlier decision." Racedayct.com relates that a formal appeal of the sale approval could delay transfer of the property from owner Terry Eames to Mr. Bemer for more than a year and could put the 2015 racing season at the track in jeopardy. Mr. Bonnano had said his client was in the midst of negotiations for a possible resolution of issues, racedayct.com reports. About Waterford Speedbowl Waterford Speedbowl -- http://www.speedbowl.com/-- operates a racing track. As reported by the Troubled Company Reporter on Jan. 27, 2012, Shawn Courchesne at blogs.courant.com reported that a court in New London, Connecticut, approved the debt reorganization plan filed by Waterford Speedbowl management. YMCA MILWAUKEE: Chapter 11 Plan Gets Unsecured Creditors' Backing ----------------------------------------------------------------- Rich Kirchen at Milwaukee Business Journal reports that YMCA of Metropolitan Milwaukee's proposed Chapter 11 plan has won the support of the unsecured creditors, who are owed almost $1.4 million. Business Journal relates that under the Plan, these creditors will receive at least 90 cents on the dollar. "We support the plan. We haven't signed off on the verbiage. We support it in principle," Business Journal quoted Maria Sawczuk, an attorney for the unsecured creditors, as saying. As reported by the Troubled Company Reporter on Dec. 3, 2014, the Debtor filed the Plan on Nov. 30, 2014, which proposes, among other things, the sale of the Debtor's properties including the Young Leaders Academy, the transfer of programs to organizations better-equipped to run them long-term, and the rebuilding of the leadership team. About YMCA Milwaukee The Young Men's Christian Association of Metropolitan Milwaukee, Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014. YMCA Milwaukee, which has more than 100,000 members using its centers and camps, plans to sell a majority of its owned real estate to help pay down $29 million in debt. YMCA Milwaukee estimated $10 million to $50 million in both assets and liabilities. YMCA Academy estimated $100,000 to $500,000 in both assets and liabilities. The formal schedules of assets and liabilities are due June 18, 2014. The cases are assigned to Judge Susan V. Kelley. The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz, Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel. * U.S. Bankruptcy Filings Drop 16% in November ---------------------------------------------- Data provided to the American Bankruptcy Institute by Epiq Systems Inc. show that U.S. bankruptcy filings have declined 16% to 62,403 in November 2014, from 74,070 in November 2013. ACA International says that due to low consumer spending and interest rates as well as high filing costs, this year could yield the lowest number of bankruptcy filings in seven years. According to ACA, commercial filings dropped by 27% to 2,248 in November 2014, from 3,085 in November 2013, while noncommercial filings declined 15% to 60,155 in November 2014, from 70,985 in November 2013. The ABI press release says that there were 296 commercial Chapter 11 filings in November 2014 -- a 39% decrease from the 487 filings in November 2013. ACA quoted ABI Executive Director Samuel J. Gerdano as saying, "Bankruptcies will continue to recede amidst tepid consumer spending, sustained low interest rates and high costs to file for both consumers and businesses. We are on pace this year for bankruptcies to be well under one million filings, the lowest total since 2007." Bankruptcy filings in November 2014 were also 21% lower than the 78,977 recorded in October 2014. According to the ABI press release, noncommercial filings dropped 21% in November 2014 from 76,122 in October 2014, and commercial filings declined 21% from 2,855. ACA relates that the November commercial Chapter 11 filings were 24% lower than the 387 filings in October. ACA relates that states with the highest per capita filing rate (total filings per 1,000 population) through the first 11 months of 2014 were: Tennessee (6.22); Alabama (5.34); Georgia (5.30); Utah (4.93) and Illinois (4.72). * Investor Group Reaches $1.55B Deal to Refinance Plaza Hotel Debt ------------------------------------------------------------------ Craig Karmin, writing for The Wall Street Journal, reported that a founding member of the Fugees, a New York sports agent, a Saudi prince and an Indian company trying to spring its chairman from jail are all part of the saga to control New York's storied Plaza Hotel. According to the report, in the latest development, a group of investors has agreed to lend $1.55 billion to the owner of the Plaza, a move aimed at gaining control of the landmark property. * Ch. 11 Pros Foresee Refurbishing of Securities Safe Harbor ------------------------------------------------------------ Law360 reported that safe harbor laws designed to prevent bankruptcy trustees from disrupting the securities markets deserve a fresh look in Congress in response to complaints that they invite moral hazard by safeguarding fraudulent transactions, experts said at a panel in New York. According to the report, at a Beard Group conference in Manhattan, a panel of bankers and lawyers grappled with the tension between market stability and creditor protection in Section 546(e) of the U.S. Bankruptcy Code, which protects payments made in the course of settled securities transactions from being clawed back. * Christopher Samis & L. Katherine Good Join Whiteford Taylor ------------------------------------------------------------- Christopher M. Samis and L. Katherine Good have joined Whiteford, Taylor & Preston, LLP's Business Reorganizations and Bankruptcy practice in Wilmington. They come to the firm from Richards, Layton & Finger's bankruptcy practice. Together, they have 15 years of experience representing debtors, committees, lenders, purchasers, and significant creditors before the Delaware bankruptcy courts in sole and co-counsel roles in some of the largest bankruptcy cases ever filed, working in one of the most respected bankruptcy groups in Wilmington. Martin T. Fletcher, Whiteford Taylor's Managing Partner, said, "Chris and Katie bring with them great skills and experience, allowing us to continue to grow our Wilmington office. In particular, Katie's Chapter 15 international bankruptcy expertise will be a valuable addition to our team." Mr. Samis said, "We are delighted to be joining Whiteford Taylor & Preston. The Whiteford team is comprised of responsive, dynamic and capable attorneys that have exhibited the ability to rise to any challenge time and time again. The team, along with Whiteford's progressive model and emphasis on efficient, unmatched client service will allow me to serve my existing clients better than ever before, while at the same time allowing my practice to grow and flourish." Mr. Samis, who joins the firm as a partner, graduated from Villanova University School of Law in 2005 and is admitted in both Delaware and Pennsylvania. He has been recognized as a Rising Star by Super Lawyers since 2013, and is AV-rated by Martindale- Hubbell. His practice is focused on corporate bankruptcy, restructuring and other insolvency-related matters. He represents both debtors and creditors in Chapter 11 and Chapter 7 cases. Mr. Samis can be reached at: WHITEFORD, TAYLOR & PRESTON, LLP The Renaissance Centre, Suite 500 405 North King Street Wilmington, DE 19801-3700 Tel: (302) 357-3266 Mobile: (302) 245-5069 Fax: (302) 357-3288 E-mail: csamis@wtplaw.com Ms. Good, who joins the firm as counsel, received her law degree from Emory University School of Law in 2006, where she served as the executive notes and comments editor of the Emory Bankruptcy Development Journal. She is admitted in both Delaware and Pennsylvania, and focuses her practice on corporate bankruptcy and restructuring. Most recently, she was recognized by Chambers USA this year as part of Richards, Layton?s top-band rating for bankruptcy and was recognized as a Rising Star by Super Lawyers for 2014. Ms. Good can be reached at: WHITEFORD, TAYLOR & PRESTON, LLP The Renaissance Centre, Suite 500 405 North King Street Wilmington, DE 19801-3700 Tel: (302) 357-3265 Fax: (302) 357-3281 E-mail: kgood@wtplaw.com * Preeminent Bankruptcy Attorney Jeffrey Sabin Joins Venable ------------------------------------------------------------ In a noteworthy expansion of its national bankruptcy practice, Venable LLP welcomed Jeffrey Sabin as partner in the firm's New York office. Mr. Sabin was previously co-head of the global Financial Restructuring Group at Bingham McCutchen. Mr. Sabin has substantial experience across the entire spectrum of global and domestic insolvency work. He has represented debtors, lenders, secured and unsecured creditor committees, boards of directors, investors, acquirers and other stakeholders in Chapter 11 and Chapter 15 cases and out-of-court restructurings. He has advised clients involved in numerous sectors including energy and power, real estate, financial services, entertainment and manufacturing, among others. Mr. Sabin is a Fellow of the American College of Bankruptcy and a former chair of the New York City Bar Association's Subcommittee on Fraudulent Conveyance Law. He is consistently recognized by peers and clients as a leader in his field. At Venable, Mr. Sabin joins one of the country's premier bankruptcy and creditor rights' practices. Venable has played a lead part in several high-profile Chapter 11 cases of the past decade, including the recovery of approximately $1 billion in assets for creditors in the Enron bankruptcy. The firm was also lead counsel to the secured lender group in the $16 billion restructuring of debt in the General Growth Properties' restructuring and lead lenders' counsel in the $7 billion Extended Stay bankruptcy. Venable's Bankruptcy Chair, and 2014 Law360 MVP Gregory Cross says, "Jeff Sabin's accomplished track record in handling all areas of bankruptcy and restructuring work -- across a wide span of industries -- will be a significant asset to clients both in the U.S. and globally." Mr. Cross noted that many commentators are expecting an uptick in defaults and insolvencies in the year ahead, as the flow of soft money begins to slow and interest rates start to trend upward. "As the business cycle continues to turn, and capital structures begin to show signs of stress, we expect to see more restructuring work. Having Jeff's experience and skillset as part of our group well positions us to be a key player in New York's competitive market for bankruptcy advisors." "I am very pleased to be joining Venable and to practicing for years to come with very talented lawyers, some of whom I have known for many years," Mr. Sabin said. "Venable is an energetic and entrepreneurial firm, and I look forward to assisting in the growth and development of its restructuring practice in New York and nationally." In addition to his bankruptcy work, Mr. Sabin has been recognized for his outstanding pro bono work. He was named as one of the finalists for the 2007 National Public Justice Award for his role in securing a precedent-setting ruling against FEMA on behalf of the class of almost one million persons left homeless by Hurricane Katrina. Mr. Sabin received his J.D. from Boston College Law School and his B.A. from Cornell University. About Venable LLP An American Lawyer Global 100 law firm, Venable serves corporate, institutional, governmental, nonprofit and individual clients throughout the U.S. and around the world. Headquartered in Washington, DC, with offices in California, Maryland, New York, Virginia and Delaware, Venable LLP lawyers and legislative advisors represent domestic and global clients in all areas of corporate and business law, and complex litigation. For more, visit www.Venable.com. Mr. Sabin may be reached at: Jeffrey S. Sabin, Esq. VENABLE LLP Rockefeller Center 1270 Avenue of the Americas Twenty-Fourth Floor New York, NY 10020 Tel: (212) 503-0672 Fax: (212) 307-5598 E-mail: jssabin@Venable.com * ABI's Commission to Study the Reform of Ch11 to Hold Conference ----------------------------------------------------------------- Concluding more than two years of effort, ABI's Commission to Study the Reform of Chapter 11 will hold a press conference to release its final report of proposals to modernize and improve the Bankruptcy Code for financially distressed businesses. When: Monday, Dec. 8, 9-10 a.m. ET Where: National Press Club, Zenger Room, 13th Floor 529 14th St. N.W., Washington, D.C. 20045 Members of the press looking to participate in the press conference should contact John Hartgen at jhartgen@abiworld.org or 703-894-5935. Who: Participants at the event include: Commission Co-Chair Robert J. Keach of Bernstein Shur (Portland, Maine). Commission Co-Chair Al Togut of Togut, Segal & Segal, LLP (New York). Commission Reporter Prof. Michelle M. Harner of the University of Maryland Francis King Carey School of Law (Baltimore). Background: After concluding more than two years of work, ABI's Commission to Study the Reform of Chapter 11 will release its final report of recommendations to improve chapter 11 of the Bankruptcy Code for financially distressed businesses. The Commission is made up of 23 prominent insolvency professionals. The final report of ABI's Chapter 11 Reform Commission proposes principles that will look to improve rehabilitating distressed companies, preserve jobs and recommend a number of ways to make the chapter 11 process more efficient and cost effective. The press conference will feature the Commission's co-chairs and reporter discussing these recommendations and others contained within the Commission's final report. Members of the media who wish to attend the press conference should contact John Hartgen at jhartgen@abiworld.org or 703-894-5935. ABI is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes more than 13,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. For additional information on ABI, visit http://www.abiworld.org * BOND PRICING: For The Week From November 24 to 28, 2014 --------------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- Allen Systems Group Inc ALLSYS 10.500 35.000 11/15/2016 Allen Systems Group Inc ALLSYS 10.500 36.500 11/15/2016 BPZ Resources Inc BPZ 6.500 90.260 3/1/2015 BPZ Resources Inc BPZ 6.500 90.951 3/1/2015 Caesars Entertainment Operating Co Inc CZR 10.000 13.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 15.732 2/1/2016 Caesars Entertainment Operating Co Inc CZR 12.750 16.468 4/15/2018 Caesars Entertainment Operating Co Inc CZR 6.500 11.955 6/1/2016 Caesars Entertainment Operating Co Inc CZR 5.750 15.055 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 12.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 13.500 2/1/2016 Caesars Entertainment Operating Co Inc CZR 10.000 12.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 14.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 13.000 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 12.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 12.750 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 13.500 2/1/2016 Cal Dive International Inc CDVI 5.000 22.500 7/15/2017 Champion Enterprises Inc CHB 2.750 0.250 11/1/2037 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 49.237 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 49.000 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 49.000 11/15/2017 Dendreon Corp DNDN 2.875 59.000 1/15/2016 Endeavour International Corp END 12.000 15.000 6/1/2018 Endeavour International Corp END 5.500 3.250 7/15/2016 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 9.250 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 9.500 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 5.625 8/15/2017 Exide Technologies XIDE 8.625 9.500 2/1/2018 Exide Technologies XIDE 8.625 15.000 2/1/2018 Exide Technologies XIDE 8.625 15.000 2/1/2018 FBOP Corp FBOPCP 10.000 2.000 1/15/2009 FairPoint Communications Inc/Old FRP 13.125 1.000 4/2/2018 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Global Geophysical Services Inc GEGS 10.500 1.500 5/1/2017 Global Geophysical Services Inc GEGS 10.500 0.930 5/1/2017 Gymboree Corp/The GYMB 9.125 36.255 12/1/2018 James River Coal Co JRCC 7.875 1.000 4/1/2019 James River Coal Co JRCC 10.000 1.100 6/1/2018 James River Coal Co JRCC 10.000 0.500 6/1/2018 James River Coal Co JRCC 3.125 0.005 3/15/2018 Las Vegas Monorail Co LASVMC 5.500 1.100 7/15/2019 Lehman Brothers Inc LEH 7.500 9.125 8/1/2026 MF Global Holdings Ltd MF 6.250 37.550 8/8/2016 MF Global Holdings Ltd MF 1.875 38.100 2/1/2016 MF Global Holdings Ltd MF 3.375 29.900 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Molycorp Inc MCP 6.000 34.600 9/1/2017 Molycorp Inc MCP 3.250 50.750 6/15/2016 Molycorp Inc MCP 5.500 32.000 2/1/2018 Momentive Performance Materials Inc MOMENT 11.500 1.750 12/1/2016 NII Capital Corp NIHD 10.000 37.500 8/15/2016 NII Capital Corp NIHD 7.625 17.500 4/1/2021 NII Capital Corp NIHD 8.875 28.250 12/15/2019 OMX Timber Finance Investments II LLC OMX 5.540 25.188 1/29/2020 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Powerwave Technologies Inc PWAV 3.875 0.125 10/1/2027 Powerwave Technologies Inc PWAV 3.875 0.125 10/1/2027 Quicksilver Resources Inc KWK 7.125 19.625 4/1/2016 RAAM Global Energy Co RAMGEN 12.500 75.901 10/1/2015 RadioShack Corp RSH 6.750 34.250 5/15/2019 RadioShack Corp RSH 6.750 34.250 5/15/2019 Saratoga Resources Inc SARA 12.500 57.000 7/1/2016 TMST Inc THMR 8.000 20.000 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 11.875 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 26.000 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 11.750 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 10.313 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 27.000 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 10.125 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 10.500 11/1/2016 Tunica-Biloxi Gaming Authority PAGON 9.000 59.750 11/15/2015 Walter Energy Inc WLT 9.875 30.000 12/15/2020 Walter Energy Inc WLT 8.500 28.289 4/15/2021 Walter Energy Inc WLT 9.875 30.250 12/15/2020 Walter Energy Inc WLT 9.875 30.250 12/15/2020 Western Express Inc WSTEXP 12.500 89.250 4/15/2015 Western Express Inc WSTEXP 12.500 89.500 4/15/2015 ********* 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 ***