/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/141226.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 26, 2014, Vol. 18, No. 357 Headlines ADAMANT DRI: Incurs $812K Net Loss for Sept. 30 Quarter AEOLUS PHARMACEUTICALS: Reports $80,000 Net Loss in Fiscal 2014 AEREO INC: Broadcasters Want Relief From Automatic Stay AEREO INC: Files Schedules of Assets and Liabilities AEREO INC: Wants Feb. 6, 2015 General Claims Bar Date AIR ONE: Moody's Lowers Rating on 2011 Revenue Bonds to 'B3' ALEXANDRA TRUST: Don Bailey Balks at Bid to Tap Bankruptcy Counsel ALEXANDRA TRUST: Don Bailey Balks at Hiring of Special Counsel ALSIP ACQUISITION: Says Litigation on Venue Transfer Costly AMADO AMADO SALON : Case Summary & 12 Unsecured Creditors AMADO SALON DE BELLEZA: Case Summary & 12 Top Unsecured Creditors AMERICA WEST: Moody's Cuts Rating on Series 1998-1 Tranche to Ba1 AMERICAN APPAREL: Adopts New Stockholder Rights Plan AMERICAN APPAREL: Appoints Colleen Brown as Board Chairperson AMERICAN INT'L: Coventry Says Suit Bad for Business AMERICAN POWER: Incurs $3.2 Million Net Loss in Fiscal 2014 AOXING PHARMACEUTICALS: Has Until 2015 to Comply with NYSE Rules AUXILIUM PHARMACEUTICALS: All Directors Resign AUXILIUM PHARMACEUTICALS: Gets Positive Opinion from CHMP BANK OF THE CAROLINAS: To Hold "Say On Pay" Votes Triennially BANK OF THE CAROLINAS: Resale Prospectus Declared Effective BERNARD L. MADOFF: Seeks Approval for Fifth Funds Distribution BROADWAY FINANCIAL: Registers 26.7 Million Shares for Resale BUMBLE BEE: Thai Union Deal No Impact on Moody's B3 CFR CAESARS ENTERTAINMENT: Agrees to Merge with Caesars Acquisition CAESARS ENTERTAINMENT: Bank Debt Won't Deter Ch. 11 Plan for Unit CHASE WHOLESALE: Case Summary & 20 Largest Unsecured Creditors COVENTRY FIRE DISTRICT: Chapter 9 Case Summary & 20 Top Creditors CREEKSIDE ASSOCIATES: Pennsylvania Apartment Seeks Bankruptcy CREEKSIDE ASSOCIATES: Asks for Approval to Use Cash Collateral DEALERTRACK TECHNOLOGIES: Moody's Affirms Ba3 CFR on Incadea Deal DERMA PEN: Delaware Judge Dismisses Chapter 11 Case DEWEY & LEBOEUF: German Partner Must Face Clawback Suit DUNE ENERGY: To Negotiate Revised Terms to EOS Merger Agreement EFACTOR GROUP: Posts $3.72-Mil. Net Loss for Third Quarter ELBIT IMAGING: Plaza Centers Closes Rights Offering ENERGY XXI: Fitch Affirms 'B' Issuer Default Rating ERF WIRELESS: Issues 5.2 Million Common Shares EXIDE TECHNOLOGIES: Sued Over Alleged Health Problems FOREST OIL: Closes All-Stock Business Combination with Sabine Oil FREESEAS INC: Stockholders Elected Two Directors GENERAL STEEL: Zuosheng Yu Reports 44.7% Stake as of Dec. 25 GEOPETRO RESOURCES: Depends on Add'l Financing to Pay Contracts GLOBAL CASH: Moody's Lowers Corporate Family Rating to B2 GOPICNIC BRANDS: To Sell Packaged Meal Business at Auction GREENSHIFT CORP: Enters Into Sixth Amended Forbearance Agreement HAITI TELECOMMUNICATIONS: Judge Dismisses Claims Against TELECO HEALTHWAREHOUSE.COM INC: Osgar Has 6.5% Stake as of Dec. 1 HERON LAKE: Declares Cash Distribution for January 2015 HUNTINGTON BEACH SCHOOL DISTRICT: On Fin'l Brink Due to Asbestos I2A TECHNOLGIES: Wants Access to Heritage Bank's Cash Approved INFINITY ENERGY: Incurs $716,000 Net Loss in Third Quarter INTELLIGENT LIVING: Lack of Capital Raises Going Concern Doubt INTERFACE SECURITY: Has $15.5-Mil. Net Loss in 3rd Quarter JOSEPH PAYNE: Bank's Deed of Trust on Residence Not Avoidable KEMET CORP: Hikes Loan Agreement with BofA to $60 Million LAKELAND INDUSTRIES: To Repay Banco Mercantil Loans LAKSHMI HOSPITALITY: Friedman Law Approved as Bankruptcy Counsel LAURENTIAN ENERGY: Moody's Maintain Ba2 Rating on $40.9MM Bonds LEHMAN BROTHERS: Sues St. Louis University Over Swaps LOAN EXCHANGE: Hires County Law Center's Marc Duxbury as Attorney LOUIS GHERLONE: Ch.7 Trustee May Recoup $80,000 From MDC LRM MANAGEMENT: Case Summary & 3 Unsecured Creditors MASSILLON, OH: Moody's Affirms Ba1 GO Limited Tax Bonds Rating MDM GOLF: Court Permits GRG to Proceed With Foreclosure METABOLIX INC: Has Insufficient Capital Resources for 12 Months METALICO INC: Stockholders Approve Issuance of Common Shares MICHAEL VICK: Pays Off 84.7% of Debt; Restrictive Budget to End MOTIVATING THE MASSES: Reports $42K Net Loss in Sept. 30 Quarter NATIONAL CINEMEDIA: Moody's Affirms Ba3 Corporate Family Rating NAUTILUS HOLDINGS: To Present Plan for Approval Jan. 9 NEW YORK GLOBAL: Expects Losses to Continue in Near Future NOBRE REALTY: Case Summary & 2 Unsecured Creditors OCWEN FINANCIAL: Moody's Confirms B2 Corporate Family Rating OVERLAND STORAGE: Cyrus Capital No Longer Holds Shares at Dec. 1 PERRY COUNTY, KY: Moody's Lowers GO Bonds Rating to Ba1 PIQUA COUNTRY CLUB: Will Stop Operating on Jan. 15 PORT AGGREGATES: Files Bare-Bones Chapter 11 Petition PORTAGE BIOTECH: Needs More Resources to Continue Trials POSITRON CORP: Yuri Perevalov Named to Board of Directors PROBANK S.A.: Chapter 15 Case Summary QUALITY DISTRIBUTION: Amends By-Laws to Change Voting Standard RADIOSHACK CORP: CEO Says Chain Is 'Overstored' REALOGY CORP: Redeems $332 Million of Senior Secured Notes RESIDENTIAL CAPITAL: Rozier Wrongful Foreclosure Claim Disallowed RESPONSE BIOMEDICAL: Hangzhou Reports 19.4% Stake as of Dec. 12 REVELATIONS IN DESIGN: Case Summary & 2 Unsecured Creditors ROCK POINTE: Bankruptcy Case Dismissed, Ordered to Pay All Fees RUBY WESTERN: Moody's Withdraws Ba2 Corporate Family Rating SABINE OIL: Signs Severance Agreements with Executive Officers SALIX PHARMACEUTICALS: Moody's Confirms B1 Corp. Family Rating SAN GOLD: Seeks Protection From Creditors SAN JOAQUIN HILLS: Moody's Ups Rev. Bonds Rating to 'Ba2' SANDRINE'S LIMITED: Files for Ch 11, To Be Sold to Pierre Honegger SANTA FE GOLD: Incurs $944K Net Loss in Third Quarter of 2014 SEARS HOLDINGS: EVP and Online Services President Resigns SEGA BIOFUELS: Court Enters Final Decree Closing Chapter 11 Case SIBLING GROUP: Has $1.48-Mil. Net Loss in Third Quarter SIDEWINDER DRILLING: Moody's Cuts Sr. Unsec. Notes Rating to Caa1 SKY VENTURES: MacGillivray Ranch Not Entitled to Admin. Claim SOL-MAR CORPORATION: Case Summary & 20 Top Unsecured Creditors SPECIALTY HOSPITAL: DCA Acquires Business, Exits Chapter 11 SPECIALTY HOSPITAL: Hires Sills Cummis as Special Counsel SUMMIT TRAIL: Voluntary Chapter 11 Case Summary SUMMIT AT WINTER: Voluntary Chapter 11 Case Summary SUSQUEHANNA AREA: Moody's Affirms Ba1 Sub. Revenue Bonds Rating THERAPEUTICSMD INC: To Sell $100 Million Worth of Securities TRITON EMISSION: Investments Needed to Continue as Going Concern TRIUMPH GROUP: Moody's Affirms Ba2 CFR & Ba3 Sr. Unsecured Rating U.S. COAL: Judge Says Co. Can Begin Spending $2 Million Loan UNILAVA CORP: Incurs $332,000 Net Loss in Third Quarter UNITED SECURITY: A.M. Best Lowers Fin. Strength Rating to 'C++' VANN'S INC: Ex-Employees Settle Lawsuit Against Insiders VERITEQ CORP: Stockholders Elected Two Directors VILLAGE AT NIPOMO: Edwin F. Moore Says Counsel Not Disinterested WALTER ENERGY: Gives $4.8 Million Cash Awards to 3 Executives WASHINGTON MUTUAL: Judge Approves $37MM Bankruptcy Settlement WAVE SYSTEMS: To Rescind Portions of Stock Option Grants WILLBROS GROUP: Moody's Affirms B3 Corporate Family Rating WESTMORELAND COAL: Issues $350 Million Notes WPCS INTERNATIONAL: Incurs $3.8 Million Net Loss in 2nd Quarter WPCS INTERNATIONAL: Has 100 Million Authorized Common Shares YELLOWSTONE MOUNTAIN: Blixseth Released From Jail YOSEN GROUP: Incurs $404K Net loss for Third Quarter ZIVO BIOSCIENCE: Posts $3.34-Mil. Net Loss in Third Quarter * Credit-Default Swaps Get New Look From Hedge Funds * Thomas J. Salerno Served on ABI Plan Issues Subcommittee * BOOK REVIEW: The Rise and Fall of the Conglomerate Kings ********* ADAMANT DRI: Incurs $812K Net Loss for Sept. 30 Quarter ------------------------------------------------------- Adamant DRI Processing and Minerals Group filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $812,000 for the three months ended Sept. 30, 2014, compared with a net loss of $447,000 for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $62.8 million in total assets, $59.1 million in total liabilities, and total stockholders' equity of $3.68 million. The Company incurred a net loss of $4.71 million for the nine months ended Sept. 30, 2014. The Company also had a working capital deficit of $50.4 million as of Sept. 30, 2014. These conditions raise a substantial doubt about 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/UnHxLc Adamant DRI Processing and Minerals Group is engaged in the mining, processing, and production of iron ore concentrate in China. It owns an iron ore concentrate production line on the Zhuolu Mine, which is located in Zhuolu County, Hebei Province, China. Adamant DRI Processing and Minerals Group was founded in 2008 and is based in Zhangjiakou, China. AEOLUS PHARMACEUTICALS: Reports $80,000 Net Loss in Fiscal 2014 --------------------------------------------------------------- Aeolus Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $80,000 on $9.63 million of contract revenue for the fiscal year ended Sept. 30, 2014, compared to a net loss of $3.21 million on $3.92 million of contract revenue for the fiscal year ended Sept. 30, 2013. As of Sept. 30, 2014, the Company had $3.58 million in total assets, $1.99 million in total liabilities and $1.58 million in total stockholders' equity. Grant Thornton LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2014. The independent auditors noted that the Company has incurred recurring losses and negative cash flows from operations, and management believes the Company does not currently possess sufficient working capital to fund its operations through fiscal 2014. These conditions, among other things, raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/9DxReC About Aeolus Pharmaceuticals Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a Southern California-based biopharmaceutical company leveraging significant government investment to develop a platform of novel compounds in oncology and biodefense. The platform consists of over 200 compounds licensed from Duke University and National Jewish Health. The Company's lead compound, AEOL 10150, is being developed as a medical countermeasure ("MCM") against the pulmonary sub-syndrome of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome" or "Lung-ARS") as well as the gastrointestinal sub-syndrome of acute radiation syndrome ("GI-ARS"). Both syndromes are caused by acute exposure to high levels of radiation due to a radiological or nuclear event. It is also being developed for use as a MCM for exposure to chemical vesicants such as chlorine gas, sulfur mustard gas and nerve agents. AEREO INC: Broadcasters Want Relief From Automatic Stay ------------------------------------------------------- Scott Flaherty at The AM Law Litigation Daily reports lawyers for broadcast networks at Debevoise & Plimpton, Jenner & Block and other firms have asked for relief from an automatic litigation stay set off by Aereo, Inc.'s bankruptcy filing. According to Litigation Daily, the broadcasters want to get their case back in district court, where they can press their infringement claims. The report states that the broadcasters haven't closed the book on key aspects of the copyright suit -- including the amount of damages they're entitled to if the Debtor is found liable for infringement. The report says that the broadcasters asked the Bankruptcy Court on Dec. 11 to allow U.S. District Judge Alison Nathan to determine "the appropriate scope of permanent injunctive relief and damages." William Baldiga, Esq., at Brown Rudnick LLP, who serves as the Debtor's bankruptcy counsel, said that the broadcasters' arguments were unfounded, since there's no threat that the Debtor would infringe the networks' copyrights, and they have "pointed to no cases" that back up their position, Litigation Daily relates. "Here, the Debtor went out of business six months ago. There are no continuing operations, so of course there is no continuing infringement," the report quoted Mr. Baldiga as saying. About Aereo, Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. As of the Petition Date, the Debtor's reported total assets were $20.5 million, and its total undisputed liabilities (primarily trade debt) were $4.2 million. AEREO INC: Files Schedules of Assets and Liabilities ---------------------------------------------------- Aereo Inc., filed with the Bankruptcy Court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $22,163,168 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $83,638 E. Creditors Holding Unsecured Priority Claims $42,963 F. Creditors Holding Unsecured Non-Priority Claims $2,647,369 ----------- ----------- Total $22,163,168 $2,775,970 A copy of the schedules is available for free at http://bankrupt.com/misc/AereoInc_43_SALs.pdf About Aereo, Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. The Debtor disclosed $22,163,168 in assets and $2,775,970 in liabilities as of the Chapter 11 filing. AEREO INC: Wants Feb. 6, 2015 General Claims Bar Date ----------------------------------------------------- Aereo, Inc., asks the Bankruptcy Court to establish Feb. 6, 2015, at 5:00 p.m., as the deadline for any individual or entity to file proofs of claim against the Debtor that arose on or prior to Nov. 20, 2014. The Debtor also requests that governmental units be required to file proofs of claim by May 19, at 5:00 p.m. Proofs of claim must be submitted, if by first class mail, to: AEREO, INC. CLAIMS PROCESSING c/o Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 if by hand delivery or overnight courier, to: AEREO, INC. CLAIMS PROCESSING c/o Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 - or - Clerk of the United States Bankruptcy Court Attn: Aereo, Inc. Claims Processing One Bowling Green New York, NY 10004 About Aereo, Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. The Debtor disclosed $22,163,168 in assets and $2,775,970 in liabilities as of the Chapter 11 filing. AIR ONE: Moody's Lowers Rating on 2011 Revenue Bonds to 'B3' ------------------------------------------------------------ Moody's Investors Service has downgraded to B3 from B1 Million Air One LLC's General Aviation Facilities Projects Revenue Bonds, Series 2011 issued by the Capital Trust Agency. The outlook remains negative. Million Air One's (MA1) operation as a fixed- base operator (FBO) at three airports along the Gulf Coast, William P. Hobby Airport in Houston, Texas, Tallahassee Regional Airport in Tallahassee, and Gulfport-Biloxi International in Harrison County, Mississippi provide the cash flows to cover debt service for the Series 2011 Bonds. Summary Rating Rationale The downgrade reflects Moody's expectation that MA1 will not meet the increasing mandatory payments set forth in the most current forbearance agreement, which heightens the likelihood of bondholders declaring default. The rating remains at the B3 level as the defaults are to date technical in nature due to the entity's narrow financial margins and tight cash flow. It is likely that MA1 will continue to make required debt service payments to the bondholders and is taking steps to increase the funds in the supplemental reserve. Additionally, given the underlying strengths of the businesses and the leasehold mortgages, Moody's expect bondholders would have high recovery rates in the event a default was declared. The rating reflects Million Air One's competitiveness as one of the major brands in the Fixed Base Operator (FBO) industry, its diversified revenue stream from three locations, at two of which MA1 currently faces no competition, and project finance features including a debt service reserve. The rating considers the specialized nature of service within the FBO industry, a customer base susceptible to macroeconomic conditions, the lack of long- term contracts, and low financial metrics. The rating acknowledges Million Air One's reliance on cash flow from its Houston operation, which faces competition. Moreover, the rating recognizes the project's exposure to event risk, given the geographic concentration across the Gulf of Mexico much of which is mitigated by a comprehensive insurance package. The rating considers the limited operating history of the three units, Million Air One's weak historical financial performance leading to a technical default in the indenture, the need for a forbearance agreement following the occurrence of the technical default and that remains in place, and the funding status of the supplemental reserve, which continues to be only partially funded. Outlook The negative outlook is based on the implementation of a new forbearance agreement between MA1 and bondholders that is effective through June 30, 2016 and requires full funding of the supplemental reserve and repayment of the missed February 2014 loan payment, on top of the current debt requirements which have strained the company's finances to date. What Could Change the Rating -- UP Positive pressures could emerge from full compliance with the terms of and removal of the forbearance agreement. Funding of all reserve accounts and sustainable growth in Million Air One's customer base resulting in higher revenues and margins that yield a sustained minimum DSCR that exceeds 1.75 times could also place positive pressure on the rating. What Could Change the Rating -- DOWN Downward rating pressure will increase if there is weaker financial performance, a significant decrease in fuel sales, the termination of any of the existing ground leases or a failure to satisfactorily address the elements in the forbearance agreement. Strengths * Operations at three separate locations in Houston, TX, Tallahassee, FL, and Gulfport-Biloxi, MS provide revenue diversity, though more than 50% is concentrated at the Houston location, and all three are located along the Gulf Coast * Revenue growth has been improving for the past two years providing stable financial margins * Projects have strong competitive position with little to no competition at Tallahassee and Gulfport-Biloxi, and a market leading position among the five FBOs at Houston * Construction of the new FBO facility at Houston is complete and is enhancing revenue growth at Houston Challenges * Low initial revenues have made the company unable to fully fund its required supplemental reserve and have called into question the long-term viability of company revenues * The FBO industry is highly competitive and fragmented, though Million Air is one of the largest national brands * Long-term national demand for FBO services has been increasing since the recession, but it is sensitive to macroeconomic factors such as national and local economic conditions, oil price fluctuations, and federal spending priorities * Low debt service coverage reveals little resiliency to the risk of unexpected events * Cross default among Million Air One, LLC and the three subsidiaries would result in an indenture default if any of the projects default on its ground lease. This is mitigated by a six-month security deposit and the structure whereby lease payments are made ahead of debt service * The current leases at Tallahassee and Gulfport-Biloxi expire before the end of debt service requirements; 2 and 3 years, respectively, but each has an option period that could cover the remaining period Principal Methodology Used The principal methodology used in this rating was Generic Project Finance Methodology published in December 2010. ALEXANDRA TRUST: Don Bailey Balks at Bid to Tap Bankruptcy Counsel ------------------------------------------------------------------ Don Bailey, a scheduled creditor, filed limited objection to Alexandra Trust's application to employ Arthur I. Ungerman, Joyce W. Lindauer, as counsel, and Kerry S. Alleyne-Simmons as associate. According to Mr. Bailey, the Debtor has less than $1,000 in cash and no cash flow. Given the asset mix, the retention agreements between the Debtor and its counsel for paying fees going forward must be disclosed. As reported in the Troubled Company Reporter on Dec. 1, 2014, the Debtor has tapped Mr. Ungerman as counsel responsible for the general administration of the estate including, filing of the Schedules and Statement of Financial Affairs, advising the debtor on compliance issues for opening the Debtor in Possession Account, filing monthly operating reports and paying quarterly fees, attending the 341 Meeting, preparing Cash Collateral Motions and Orders, negotiating with creditors of the estate, preparation of the Plan of Reorganization and Disclosure Statement. Ms. Lindauer will be responsible for any litigation matters, including contested Motions to Lift the Automatic Stay, objections to Cash Collateral, Plan of Reorganization and Disclosure Statement, and Adversary Proceedings brought by or against the Debtor. The attorneys will be paid at these hourly rates: Arthur I. Ungerman $275 Joyce W. Lindauer $375 Kerry S. Alleyne-Simmons $175 Paralegals and Legal Assistants $50 - 125 The attorneys will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Ungerman has been paid a retainer of $10,000 in connection with these proceedings. This retainer has been used to pay for the filing fee of $1,717 in connection with this case. Mr. Ungerman, Ms. Lindauer and Ms. Alleyne-Simmons, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Bailey is represented by: Richard B. Schiro, Esq. LAW OFFICES OF RICHARD B. SCHIRO 2706 Fairmount Street Dallas, TX 75201 Tel: (214) 521-4994 Fax: (214) 521-3838 About Alexandra Trust Garland, Texas-based Alexandra Trust sought protection under Chapter 11 of the Bankruptcy Code on Oct. 20, 2014 (Case No. 14- 35049, Bankr. N.D. Tex.). The case is assigned to Judge Barbara J. Houser. The Debtor's counsel is Arthur I. Ungerman, Esq., in Dallas, Texas. The Debtor disclosed $861,299,210 in assets and $4,739,000 in liabilities as of the Chapter 11 filing. The petition was signed by Richard Dale Sterritt, Jr., trustee. ALEXANDRA TRUST: Don Bailey Balks at Hiring of Special Counsel -------------------------------------------------------------- Don Bailey, a scheduled creditor, filed a limited objection to Alexandra Trust's application to employ Jules P. Slim as special counsel. According to Mr. Bailey, the objection will address the timing and purpose of the application well as certain disclosure deficiencies. Mr. Bailey said that no statement pursuant to Bankruptcy Rule 2016 was filed prior to or since filing the application. As reported in the Troubled Company Reporter on Dec. 1, 2014, the Debtor has tapped Mr. Slim to represent the Debtor in litigation matters concerning the recovery of assets of the Debtor located in Texas and Mississippi. The compensation to be paid to Mr. Slim will be based upon these hourly rates: Jules Slim $325 Paralegals $90 Mr. Slim will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Slim has been paid a retainer of $5,000 from Sarah Esther Sterritt co-trustee of the Alexandra Trust in connection with this proceeding. To the best of the Debtor's knowledge Mr. Slim is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Alexandra Trust Garland, Texas-based Alexandra Trust sought protection under Chapter 11 of the Bankruptcy Code on Oct. 20, 2014 (Bankr. N.D. Tex. Case No. 14-35049). The case is assigned to Judge Barbara J. Houser. The Debtor's counsel is Arthur I. Ungerman, Esq., in Dallas, Texas. The Debtor disclosed $861,299,210 in assets and $4,739,000 in liabilities as of the Chapter 11 filing. The petition was signed by Richard Dale Sterritt, Jr., trustee. ALSIP ACQUISITION: Says Litigation on Venue Transfer Costly ----------------------------------------------------------- Alsip Acquisition, LLC, et al., ask the Bankruptcy Court to deny Metropolitan Water Reclamation District of Greater Chicago's request to transfer the Chapter 11 case to Chicago before considering approval of the Debtors' sale motion because there is no compelling reasons to transfer venue as a legal matter. The Debtor said that litigating the venue transfer could cost them more money. The Debtors also said that the venue transfer could potentially cause the entire sale to fall apart. As reported in the TCR on Dec. 18, 2014, in its objection to the Debtor's proposed sale procedures, the Metropolitan Water Reclamation District of Greater Chicago (MWRD) said the case must first be moved to Chicago before the bankruptcy judge approves a sale process. As of the Petition Date, however, Alsip Acquisition, owed the MWRD $3,500,000 for unpaid user charges, penalties and interest as established by the Ordinance. MRWD states that the sale of Debtors' assets should only occur -- if at all -- after venue is transferred to Chicago. This case revolves around the former leading North American provider of recycled paper who admittedly had its operational and manufacturing headquarters in Alsip, Illinois. The Debtors' real property assets -- the Mill and Warehouse -- are located in Illinois, not in Delaware. The Debtors' primary personal property assets -- the equipment -- are located in Illinois. Nearly all of Debtors' creditors are located in Illinois -- and none are in Delaware. The proposed sale involves only assets and creditors based primarily in Illinois. Additionally, the Debtors' books and records and the former, present, and future employees of the Debtors and Resolute FP Illinois are located in or around Alsip, Illinois. Requiring the Debtors' various Illinois-based creditors to proceed in Delaware is an unnecessary burden. Since the filing of venue transfer motion, one creditor has already joined in the motion and at least two additional creditors have indicated their intent. This sale should occur in Illinois to allow the entire creditor body - the majority of which is in Illinois - to participate in the sale and protect their seemingly ignored statutory lien rights. Accordingly, the MWRD objects to any sale procedure that authorizes the sale of Debtors' assets prior to transfer of venue to Illinois. About Alsip Acquisition Alsip Acquisition, LLC and APCA, LLC were the leading North American provider of responsibly made recycled paper for books and magazines, as well as for commercial printing and packaging applications. The operational and manufacturing headquarters are located in Alsip, Illinois, and consist of a 40-year-old mill and a leased warehouse in Alsip, Illinois. The mill and warehouse were idled in September 2014 following cash losses. Most of Alsip's stock is owned by FutureMark Holdings, LLC. On Nov. 20, 2014, Alsip Acquisition and APCA each filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Kevin J. Carey (KJC). The cases have been jointly administered, with pleadings maintained on the case docket for Case No. 14-12596. The Debtors have tapped Mintz Levin Cohn Ferris Glovsky and Popeo PC as counsel and Pachulski Stang Ziehl & Jones as co-counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. As of Oct. 31, 2014, the Debtors had approximately $7,742,972 of funded indebtedness and related obligations outstanding. The goal of the Debtors is to consummate the sale of the assets to Resolute FP Illinois LLC pursuant to an asset purchase agreement or another bidder pursuant to the bid procedures. In addition, the Debtors intend to vacate their leased locations in Connecticut and New Jersey, liquidate their other assets, and distribute any proceeds pursuant to the claims process established by the Bankruptcy Code. AMADO AMADO SALON : Case Summary & 12 Unsecured Creditors --------------------------------------------------------- Debtor: Amado Amado Salon & Body Corp. 2nd Nivel Local 525 Plaza Las Americas San Juan, PR 00918 Case No.: 14-10459 Chapter 11 Petition Date: December 23, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Mildred Caban Flores Debtor's Counsel: Gloria M Justiniano Irizarry, Esq. JUSTINIANO'S LAW OFFICE Ensanche Martinez 8 DR. A Ramirez Silva Mayaguez, PR 00680-4714 Tel: 787 831-2577 Fax: 787 805-7350 Email: gloriae55amg@yahoo.com Total Assets: $723,371 Total Liabilities: $2.42 million The petition was signed by Amado Navarro Elizalde, president. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-10459.pdf AMADO SALON DE BELLEZA: Case Summary & 12 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Amado Salon De Belleza Inc. 100 Ave. San Patricio Guaynabo, PR 00968 Case No.: 14-10460 Chapter 11 Petition Date: December 23, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Edward A. Godoy Debtor's Counsel: Gloria M Justiniano Irizarry, Esq. JUSTINIANO'S LAW OFFICE Ensanche Martinez 8 DR. A Ramirez Silva Mayaguez, PR 00680-4714 Tel: 787 831-2577 Fax: 787 805-7350 Email: gloriae55amg@yahoo.com Total Assets: $488,861 Total Liabilities: $1.38 million The petition was signed by Amado Navarro Elizalde, president. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-10460.pdf AMERICA WEST: Moody's Cuts Rating on Series 1998-1 Tranche to Ba1 ----------------------------------------------------------------- Moody's Investors Service upgraded its ratings on certain Enhanced Equipment Trust Certificates ("EETCs") originally issued by America West Airlines, Inc. ("AWA") or US Airways, Inc. The Corporate Family Rating of their parent company, American Airlines Group, Inc. ("AAG") is B1. The rating outlook is stable. Moody's notches its EETC ratings issued by subsidiaries of AAG off of the B1 Corporate Family Rating. No other EETC or other ratings of US Airways, Inc., AWA, American Airlines, Inc. or US Airways Group, Inc. are affected. Upgrades: Issuer: America West Airlines, Inc. Series 1999-1 A-tranche to Baa3 from Ba1 Series 1998-1 B-tranche to Ba1 from Ba3 Issuer: US Airways, Inc. Series 2010-1 B-tranche to Ba1 from Ba2 Series 2011-1 B-tranche to Ba1 from Ba3 Series 2012-1 B-tranche to Ba1 from Ba3 Series 2012-2 B-tranche to Ba1 from Ba2 Series 2013-1 B-tranche to Ba1 from Ba2 Ratings Rationale The upgrade of the rating of the A-tranche of America West Airlines, Inc.'s 1999-1 EETC to Baa3 from Ba1 reflects Moody's expectation of an improving loan-to-value including because of planned investments in the collateral. AAG announced on December 8, 2014 that all of its 93 A319s in the legacy US Airways fleet will receive new seats as part of the two-year, $2 billion Customer Improvements program. While this transaction is not cross-defaulted or cross-collateralized, Moody's believes the A319 will remain a work horse in AAG's fleet .The new interiors on the aircraft will increase their utility to American and could lower the potential for disaffirmation, even though the transaction has neither cross-default or cross-collateralization provisions. Five A320s round out the collateral and are expected to remain core to the airline's network. America West Airlines, Inc.'s 1998-1, B tranche was upgraded to Ba1 from Ba3 reflecting Moody's expectation of an increasing equity cushion in the next 18 months, principally a result of faster scheduled amortization of the debt. Six of the oldest A319s in the fleet and two A320-200s collateralize this deal, which is not crossed. However, the increasing equity cushion supports the upgrade of the rating as does the updates of the interiors on the A319s. The upgrades of the B-tranches of US Airways, Inc.'s 2010-1, 2011- 1, 2012-1, 2012-2 and 2013-1 transactions reflect Moody's opinion that the aircraft in each of these transactions will remain important to American's network over their respective tenors. Each matures between April 2017 and November 2021, are collateralized by a mix of Airbus A320, A321 and A330-200 aircraft that delivered new no earlier than 2009 and are cross-defaulted and cross- collateralized. The 2012-2 and 2013-1 transactions are each collateralized by a mix of A321s and A330-200s that delivered new in either 2013 or 2014. Moody's believes that each of these aircraft models will remain core to the company's network. Moody's estimates of current loan-to-values on these transactions range between about 75% and the low 80% range. Scheduled amortization over the next 12 months will reduce the loan-to-values to between about 70% and about 75%. The LTV of 2011-1 is the highest of these five transactions. However, the similarity of the collateral and its respective utility to the fleet and network plans of AAG support it being rated the same as the other four of these EETCs. Moody's assigns and monitors EETC ratings by notching from an issuer's Corporate Family rating. The inclusion of certain structural features in a particular EETC, such as whether a transaction is cross-defaulted and cross-collateralized help determine the extent to which an EETC rating is notched above the operator's Corporate Family rating. Additionally important is Moody's opinion of the value of the collateral, such as its importance to the operator, its market liquidity in the event of a Certificate default and the current level and future trend of over-collateralization. Moody's believes that cross-default reduces the probability that an airline will reject an EETC that is collateralized by at least some aircraft that are and will remain relevant (essential) to its network over a transaction's scheduled life, following a bankruptcy filing. Cross- collateralization has the potential to enhance recovery following an EETC default as it traps value in the trust for the benefit of certificateholders. Transactions issued before 2007 do not provide these enhancing structural features. Future changes in the credit quality of the underlying airline, in Moody's opinion of the importance of particular aircraft models to a particular airline's network, or in its estimates of aircraft value trends which will affect estimates of loan-to-value can result in changes to EETC ratings. Changes to Corporate Family ratings can also result in upgrades or downgrades of EETC ratings. The methodologies used in these ratings were Global Passenger Airlines published in May 2012, and Enhanced Equipment Trust And Equipment Trust Certificates published in December 2010. American Airlines Group ("AAG") is the holding company for American Airlines, Inc. and US Airways, Inc. Together with American Eagle and US Airways Express, these airlines operate an average of nearly 6,700 flights per day to 339 destinations in 54 countries from their hubs in Charlotte, Chicago, Dallas/Fort Worth, Los Angeles, Miami, New York, Philadelphia, Phoenix and Washington, D.C. AMERICAN APPAREL: Adopts New Stockholder Rights Plan ---------------------------------------------------- American Apparel, Inc., announced that its Board of Directors has adopted a new, one-year stockholder rights plan that is designed to strengthen the ability of the Board of Directors to protect the Company's stockholders. Although certain standstill restrictions and voting limitations are in place through the completion of the 2015 annual meeting under the Nomination, Support and Standstill Agreement, the Board implemented the rights plan as an additional means to ensure that all American Apparel stockholders are treated fairly. The rights plan is designed to limit the ability of any person or group to seize control of the Company without appropriately compensating all American Apparel stockholders. It is intended to provide the Board of Directors and stockholders with time to make informed judgments. It does not affect trading by passive investors, who may accumulate as much as 10% of the Company's common stock, and it has no impact on a takeover proposal for the entire company that is acceptable to the holders of a majority of the Company's shares. The Company's rights plan is similar to other plans adopted by publicly held companies and the prior rights plan adopted by the Company. If a person or group acquires 10% or more beneficial ownership of the Company's common stock, such person will be deemed to be an "Acquiring Person." If any person or group already beneficially owns 10% or more of the Company's common stock as of this announcement, such person or group (other than any person or group subject to standstill restrictions) will not be deemed to be an "Acquiring Person" unless such person acquires an additional 0.1% of the Company's common stock. In the event that a person becomes an "Acquiring Person," except pursuant to a qualifying offer for all outstanding shares of common stock which the Board of Directors determines to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, each right will entitle its holder to purchase, for $3.25 per share, a number of shares of the Company's common stock or substantially equivalent securities having a market value of twice such price. In addition, following certain transactions such as a merger or other business combination in which the Company is not the surviving corporation, each right will entitle its holder to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the right. The Board of Directors adopted the rights plan following evaluation and consultation with outside financial and legal experts. The rights plan is not intended to prevent or deter take-over bids that offer fair treatment and value to all stockholders. Rather, the rights plan is intended to protect stockholders from any threat of creeping control, provide the Board and stockholders with adequate time to properly assess a take-over bid without undue pressure, and provide them with adequate time to fully assess an unsolicited take-over bid. The rights plan and a summary of its terms is available for free at http://is.gd/o9NfTi About American Apparel American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of Sept. 30, 2014, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries including the United States and Canada. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel has been in the red as far back as 2010. The Company reported a net loss of $106.29 million on $633.94 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $37.27 million on $617.31 million of net sales for the year ended Dec. 31, 2012. American Apparel posted a net loss of $39.31 million on $547.33 million of net sales for the year ended Dec. 31, 2011, compared with a net loss of $86.31 million on $532.98 million of net sales during 2010. In 2011, American Apparel announced a restatement of its 2009 financial reports. The Company's balance sheet at Sept. 30, 2014, the Company had $307.18 million in total assets, $394.78 million in total liabilities and a $87.59 million total stockholders' deficit. * * * The TCR reported on Nov. 21, 2013, that Moody's Investors Service downgraded American Apparel Inc.'s corporate family rating to Caa2. The clothing retailer's probability of default was also lowered one level and the outlook is negative. As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Los Angeles-based American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is negative. "The downgrade reflects our assessment that a debt restructuring appears inevitable within six months, absent unanticipated significantly favorable changes in the company's circumstances," said Standard & Poor's credit analyst Ryan Ghose. AMERICAN APPAREL: Appoints Colleen Brown as Board Chairperson ------------------------------------------------------------- The Board of Directors of American Apparel, Inc., announced that Allan Mayer and David Danziger have stepped down as Co-Chairmen of the Board and will be replaced by Board Member Colleen B. Brown as Chairperson. Mr. Mayer and Mr. Danziger will continue to serve as Members of the Board and will retain their positions as Chairs of the Compensation and Audit committees, respectively. Ms. Brown, who joined the Board in August and has been serving as Chair of the Nominating and Governance Committee, brings years of experience as both a chief executive and board member of publicly traded companies. Ms. Brown has been instrumental in driving impressive turnarounds, returning several companies to profitability, and has been nationally recognized for her outstanding contributions in enhancing shareholder value. "It's time to focus on the work ahead of us and push this company to reach its full potential," said Ms. Brown. "This is a pivotal moment for American Apparel, and I believe the company is poised for a significant turnaround. It will be very rewarding to work with an executive of newly appointed CEO Paula Schneider's caliber, and I thank Allan and David for their diligent efforts as Co-Chairmen of the Board." "I'm looking forward to working with Colleen -- we have the same commitment, work ethic, and goals for American Apparel," said Ms. Schneider. "For the good of the company, we pushed hard for Colleen to take the post, and we're delighted she has. She and Paula Schneider have powerful and complementary expertise that will be invaluable to American Apparel. Both women are strong leaders, and together they will be a tremendous force for growth and positive change at American Apparel," said Allan Mayer. "The board has made progress this year, and I believe we will look back and mark this as an important turning point," said David Danziger. "And we're ending the year by establishing an updated code of conduct that will serve as an important guide for our company going forward. Step-by-step, we are transforming this company and positioning it for success." The Board of Directors also confirmed that it has received an indication of interest to acquire the Company for $1.30 to $1.40 per share. The Board takes these matters seriously, and it will evaluate this proposal in the ordinary course of business. The Company remains focused on positioning American Apparel for a successful turnaround. "I look forward to building on the momentum we've achieved at American Apparel with the addition of strong leadership at the company this year, bringing on Hassan Natha as Chief Financial Officer and Chelsea A. Grayson as General Counsel," said Ms. Brown. "We've also continued to support the superb talent that has grown with us, notably Martin Bailey, Chief Manufacturing Officer and Iris Alonzo, Senior Creative Director, and that support is further reflected in the promotions of long-time employees Patricia Honda and Nicolle Gabbay to the positions of President of Wholesale and President of Retail, respectively. And of course we continue to appreciate the exceptional talent and dedication of all of our employees." Amends Code of Ethics On Dec. 19, 2014, as part of the review by the Board of Directors of American Apparel of the corporate governance and policies of the Company, the Board adopted a revised Code of Business Conduct and Ethics that amended, restated, and replaced the prior Code of Ethics applicable to the Company and its subsidiaries, effective as of Jan. 1, 2015. The Revised Code applies to all directors, employees and officers, including the Company's principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The Revised Code is intended to clarify, update or enhance the descriptions of the standards of conduct that are expected of all directors, officers and employees of the Company and its subsidiaries. The adoption of the Revised Code did not relate to or result in any waiver, explicit or implicit, of any provision of the Prior Code. About American Apparel American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of Sept. 30, 2014, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries including the United States and Canada. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel has been in the red as far back as 2010. The Company reported a net loss of $106.29 million on $633.94 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $37.27 million on $617.31 million of net sales for the year ended Dec. 31, 2012. American Apparel posted a net loss of $39.31 million on $547.33 million of net sales for the year ended Dec. 31, 2011, compared with a net loss of $86.31 million on $532.98 million of net sales during 2010. In 2011, American Apparel announced a restatement of its 2009 financial reports. The Company's balance sheet at Sept. 30, 2014, the Company had $307.18 million in total assets, $394.78 million in total liabilities and a $87.59 million total stockholders' deficit. * * * The TCR reported on Nov. 21, 2013, that Moody's Investors Service downgraded American Apparel Inc.'s corporate family rating to Caa2. The clothing retailer's probability of default was also lowered one level and the outlook is negative. As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Los Angeles-based American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is negative. "The downgrade reflects our assessment that a debt restructuring appears inevitable within six months, absent unanticipated significantly favorable changes in the company's circumstances," said Standard & Poor's credit analyst Ryan Ghose. AMERICAN INT'L: Coventry Says Suit Bad for Business --------------------------------------------------- Donna Horowitz, writing for The Deal, reported that Coventry First LLC says that allegations made by an affiliate of American International Group Inc. have been "exceptionally bad" for its business. According to the report, the Fort Washington, Pa.-based life settlement provider said the insurer has undertaken an effort to destroy the company's business. As previously reported by The Troubled Company Reporter, David Boies, who represents Mr. Greenberg's Starr International Co., has made the case that the Government cheated IG shareholders of at least $25 billion partly for the benefit of an elite club of banks. Mr. Greenberg, who built AIG into a global financial- services powerhouse during nearly 40 years at its helm, is challenging the historic 2008 government bailout of the company and has asked a federal judge to rule that the government coerced AIG's board into harsh terms, allegedly cheating shareholders including Mr. Greenberg in the process. The case is Starr International Co. v. U.S., 11-cv-00779, U.S. Court of Federal Claims (Washington). About AIG With corporate headquarters in New York, American International Group, Inc., is an international insurance company, serving customers in more than 130 countries. AIG companies serve commercial, institutional and individual customers through property-casualty networks of any insurer. In addition, AIG companies are providers of life insurance and retirement services. At the height of the 2008 financial crisis, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage-backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG sold off a number of its businesses and other assets to pay down loans received from the U.S. government. AMERICAN POWER: Incurs $3.2 Million Net Loss in Fiscal 2014 ----------------------------------------------------------- American Power Group Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss available to common stockholders of $3.25 million on $6.28 million of net sales for the year ended Sept. 30, 2014, compared to a net loss available to common stockholders of $2.92 million on $7.01 million of net sales for the year ended Sept. 30, 2013. For the three months ended Sept. 30, 2014, the Company reported a net loss available to common stockholders of $1.02 million on $1.40 million of net sales compared to a net loss available to common stockholders of $892,000 on $2.13 million of net sales for the same period in 2013. As of Sept. 30, 2014, the Company had $8.52 million in total assets, $5.49 million in total liabilities and $3.02 million in total stockholders' equity. As of Sept. 30, 2014, the Company had $426,420 in cash, cash equivalents and restricted certificates of deposit and working capital of $681,335. Lyle Jensen, American Power Group Corporation's chief executive officer stated, "The past 120 days have been very productive with the announcement of (1) our first series of Intermediate Useful Life EPA approvals which opens up newer engine conversion opportunities for us; (2) a new $3.2 million expanded and extended bank credit facility; (3) $650,000 of new international vehicular orders; (4) a new and expanded sales and marketing initiative where we will be partnering with some of the largest national and regional natural gas suppliers in the U.S. and (5) a $2 million capital raise with a strategic investor. This period has also been very interesting in regards to the recent dramatic drop in domestic oil prices and the impact it has had on companies involved in the natural gas vehicular industry." Mr. Jensen added, "In regards to the potential impact on our business model the current low oil prices could have, we expect there will be some impact on our business but we believe our low cost of conversion and the flexibility to always go back to 100% diesel will help to mitigate the impact. The ideal spread between diesel and natural gas for a customer is at least $1.50, which assuming 100,000 miles driven per year will yield slightly over a 2 year payback and annual net fuel savings of 26%+ based on our calculations. We have also run the numbers at a $1.00 price spread and while the ROI increases to about a 3.5 years, the customer would still be saving 16%+ in annual net fuel savings which is significant. Regarding the oil price impact on our stationary conversion business, over 70% of our oil and gas customers are using "well head/ditch" gas which is very inexpensive so we see our solution as being helpful in their efforts to improve their shrinking margins." A full-text copy of the Form 10-K is available for free at: http://is.gd/bNSgGD About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural GasTM conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ AOXING PHARMACEUTICALS: Has Until 2015 to Comply with NYSE Rules ---------------------------------------------------------------- Aoxing Pharmaceutical Company, Inc., previously received notice from NYSE MKT LLC that, based upon the financial statements contained in Aoxing Pharma's annual report on Form 10-K for the year ended June 30, 2013, and its quarterly reports on Form 10-Q for the periods ended Sept. 30, 2013, and Dec. 31, 2013, Aoxing Pharma is not in compliance with the following sections of the NYSE MKT Company Guide: * Section 1003(a)(i) since it reported stockholders' equity of less than $2,000,000 at Dec. 31, 2013, and has incurred losses from continuing operations or net losses in two of its three most recent fiscal years ended June 30, 2013; * Section 1003(a)(ii) since it reported stockholders' equity of less than $4,000,000 at Sept. 30, 2013, and has incurred losses from continuing operations or net losses in three of its four most recent fiscal years ended June 30, 2013; * Section 1003(a)(iii) since it reported stockholders' equity of less than $6,000,000 at June 30, 2013, and has incurred losses from continuing operations and net losses in its five most recent fiscal years then ended; and * Section 1003(a)(iv) since it has sustained losses that are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the NYSE MKT, as to whether the Company will be able to continue operations or meet its obligations as they mature. The Company was afforded the opportunity to submit plans of compliance to the Exchange. Based on the plans of compliance submitted by the Company, the Exchange granted the Company an extension until April 27, 2015, to regain compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii). The Exchange also granted the Company an extension until Nov. 23, 2014, to regain compliance with Section 1003(a)(iv). On Dec. 16, 2014, the Exchange notified the Company that the period during which it will be permitted to regain compliance with Section 1003(a)(iv) has been extended to Dec. 31, 2014. The Company will be subject to periodic review by the Exchange Staff during the extension periods. Failure to make progress consistent with the plans or to regain compliance with the listing standards by the ends of the extension periods could result in the Company being delisted from the NYSE MKT LLC. About Aoxing Aoxing Pharmaceutical Company, Inc., is a Jersey City, New Jersey- based specialty pharmaceutical company. The Company is engaged in the development, production and distribution of pain-management products, narcotics and other drug-relief medicine. In its report on the consolidated financial statements for the year ended June 30, 2014, BDO China Shu Lun Pan Certified Public Accountants LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company continues to incur losses from operations, has negative cash flow from operations and a working capital deficit. The Company reported a net loss of $8.63 million for the fiscal year ended June 30, 2014, compared to a net loss of $17.29 million last year. As of Sept. 30, 2014, the Company had $39.07 million in total assets, $38.44 million in total liabilities and $631,865 in total equity. AUXILIUM PHARMACEUTICALS: All Directors Resign ---------------------------------------------- As contemplated by the Amended and Restated Agreement and Plan of Merger, dated Nov. 17, 2014, among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as the same may be amended or restated from time to time, on Dec. 16, 2014, each member of the Board of Directors of the Company tendered their resignation from the Board, in each case contingent and effective upon the closing of the transactions contemplated by the Merger Agreement. The resignations by the existing members of the Board are in order to facilitate the closing of the transactions contemplated by the Merger Agreement and did not result from any disagreements with the Company on any matter relating to the Company's operations, policies or practices, according to a Form 8-K filed with the U.S. Securities and Exchange Commission. About Auxilium Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specialist audiences. With a broad range of first- and second- line products across multiple indications, Auxilium is an emerging leader in the men's healthcare area and has strategically expanded its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas. Auxilium now has a broad portfolio of 12 approved products. Among other products in the U.S., Auxilium markets edex(R) (alprostadil for injection), an injectable treatment for erectile dysfunction, Osbon ErecAid(R), the leading device for aiding erectile dysfunction, STENDRATM (avanafil), an oral erectile dysfunction therapy, Testim(R) (testosterone gel) for the topical treatment of hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting implantable testosterone replacement therapy, XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of Peyronie's disease and XIAFLEX for the treatment of Dupuytren's contracture. The Company also has programs in Phase 2 clinical development for the treatment of Frozen Shoulder syndrome and cellulite. The Company's balance sheet at June 30, 2014, showed $1.11 billion in total assets, $936 million in total liabilities and $179 million in total stockholders' equity. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium Pharmaceuticals, Inc., including the Corporate Family Rating to B3 from B2. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings Services raised its corporate credit rating on Auxilium to 'CCC+' following the announced restructuring program and a $50 million add-on to its existing first-lien term loan. AUXILIUM PHARMACEUTICALS: Gets Positive Opinion from CHMP --------------------------------------------------------- Swedish Orphan Biovitrum AB (publ) (Sobi) and partner Auxilium Pharmaceuticals, Inc., announced that the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) has adopted a positive opinion for the use of Xiapex (collagenase clostridium histolyticum) for the treatment of adult men with Peyronie's disease with a palpable plaque and curvature deformity of at least 30 degrees at the start of therapy. The use of Xiapex in men with Peyronie's disease is supported by positive safety and efficacy outcome data from two double-blind placebo-controlled studies IMPRESS I and II (Investigation for Maximal Peyronie's Reduction Efficacy and Safety Studies). In December 2013, the United States Food and Drug Administration (FDA) approved Xiaflex (collagenase clostridium histolyticum) for the treatment of adult men with Peyronie's disease with a palpable plaque and curvature deformity of at least 30 degrees at the start of therapy. Xiaflex is the trade name for Xiapex used in the United States. "We look forward to the final decision from the European Commission in the coming months, and believe that Xiapex has a clinical profile that will contribute significantly to the treatment of patients with Peyronie?s disease," said Anders Edvell, MD, PhD, and vice president Sobi Partner Products. Xiapex is approved in the European Union (EU) for the treatment of Dupuytren's contracture in adult patients with a palpable cord. Sobi is Marketing Authorisation Holder (MAH) for Xiapex in 28 EU member countries, as well as Norway and Iceland. Sobi holds the exclusive rights to commercialise Xiapex for Dupuytren's contracture and Peyronie's disease indications in these countries subject to applicable regulatory approvals. About Auxilium Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specialist audiences. With a broad range of first- and second- line products across multiple indications, Auxilium is an emerging leader in the men's healthcare area and has strategically expanded its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas. Auxilium now has a broad portfolio of 12 approved products. Among other products in the U.S., Auxilium markets edex(R) (alprostadil for injection), an injectable treatment for erectile dysfunction, Osbon ErecAid(R), the leading device for aiding erectile dysfunction, STENDRATM (avanafil), an oral erectile dysfunction therapy, Testim(R) (testosterone gel) for the topical treatment of hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting implantable testosterone replacement therapy, XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of Peyronie's disease and XIAFLEX for the treatment of Dupuytren's contracture. The Company also has programs in Phase 2 clinical development for the treatment of Frozen Shoulder syndrome and cellulite. The Company's balance sheet at June 30, 2014, showed $1.11 billion in total assets, $936 million in total liabilities and $179 million in total stockholders' equity. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium Pharmaceuticals, Inc., including the Corporate Family Rating to B3 from B2. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings Services raised its corporate credit rating on Auxilium to 'CCC+' following the announced restructuring program and a $50 million add-on to its existing first-lien term loan. BANK OF THE CAROLINAS: To Hold "Say On Pay" Votes Triennially ------------------------------------------------------------- Bank of the Carolinas Corporation had amended its current report originally filed with the U.S. Securities and Exchange Commission on Dec. 9, 2014, for the sole purpose of disclosing the Company's determination with respect to the frequency of future non-binding shareholder advisory votes on executive compensation, also known as "say on pay" votes. On Dec. 4, 2014, at the Company's annual meeting of shareholders, the Company's shareholders voted on, among other matters, an advisory proposal on the frequency with which the Company will hold an advisory vote on the compensation of the Company?s named executive officers. As previously reported, the shareholders recommended, on an advisory basis, that the Company include a shareholder advisory vote on executive compensation in the Company's proxy materials once every three years. This result was consistent with the recommendation of the Company's board of directors. In consideration of the shareholder advisory vote, the board of directors has determined that the Company will hold a say on pay vote once every three years until the next vote on the frequency of say on pay votes is required or until the board determines that a different frequency for say on pay votes is in the best interests of the Company and its shareholders. About Bank of the Carolinas Mocksville, North Carolina-based Bank of the Carolinas Corporation was formed in 2006 to serve as a holding company for Bank of the Carolinas. The Bank's primary market area is in the Piedmont region of North Carolina. Turlington and Company, LLP, in Lexington, North Carolina, 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 credit losses that have eroded certain regulatory capital ratios. As of Dec. 31, 2013, the Company is considered undercapitalized based on their regulatory capital level. This raises substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss available to common stockholders of $2.33 million in 2013, a net loss available to common stockholders of $5.53 million in 2012 and a net loss available to common stockholders of $29.18 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $396.27 million in total assets, $350.08 million in total liabilities and $46.19 million in total stockholders' equity. BANK OF THE CAROLINAS: Resale Prospectus Declared Effective ----------------------------------------------------------- Bank of the Carolinas Corporation reported that the U.S. Securities and Exchange Commission declared effective the Company's registration statement on Form S-1 relating to the resale of up to 458,132,991 shares of the Company's common stock by certain selling stockholders. The company registered these shares to satisfy contractual commitments it made in connection with a private placement on July 16, 2014, of approximately $45.8 million in common stock to certain institutional investors and other accredited investors. The resale registration statement, while effective, allows selling stockholders to publicly resell their shares of BCAR common stock, subject to the satisfaction by selling stockholders of the prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with any such resale. The selling shareholders will sell at prevailing market prices or privately negotiated prices. The company will not receive any proceeds from any sales by selling stockholders. The offering of these securities by selling security holders may only be made by means of a prospectus. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. The registration statement may be accessed through the SEC's Web site at www.sec.gov. A copy of the prospectus related to the offering may be obtained from Bank of the Carolinas Corporation, 135 Boxwood Village Drive, Mocksville, NC 27028, or by calling (336) 751-5755. For further information contact: Stephen R. Talbert President and Chief Executive Officer Bank of the Carolinas Corporation (336) 751-5755 About Bank of the Carolinas Mocksville, North Carolina-based Bank of the Carolinas Corporation was formed in 2006 to serve as a holding company for Bank of the Carolinas. The Bank's primary market area is in the Piedmont region of North Carolina. Turlington and Company, LLP, in Lexington, North Carolina, 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 credit losses that have eroded certain regulatory capital ratios. As of Dec. 31, 2013, the Company is considered undercapitalized based on their regulatory capital level. This raises substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss available to common stockholders of $2.33 million in 2013, a net loss available to common stockholders of $5.53 million in 2012 and a net loss available to common stockholders of $29.18 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $396.27 million in total assets, $350.08 million in total liabilities and $46.19 million in total stockholders' equity. BERNARD L. MADOFF: Seeks Approval for Fifth Funds Distribution -------------------------------------------------------------- Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS) filed a motion on Dec. 22 in the United States Bankruptcy Court for the Southern District of New York seeking approval for an allocation of recoveries to the BLMIS Customer Fund and an authorization for a fifth pro rata interim distribution from the Customer Fund to BLMIS customers with allowed claims. The fifth pro rata interim distribution will total approximately $322 million and will bring the amount distributed to eligible claimants to approximately $7.2 billion, which includes more than $822.5 million in advances committed to the SIPA Trustee for distribution to allowed claimants by the Securities Investor Protection Corporation (SIPC). "The fifth distribution is yet another important milestone for the Madoff Recovery Initiative," said Mr. Picard. "My legal teams have negotiated important and significant recovery agreements with several defendants. That work enables us to move ahead with this distribution, once we have the approval of the court." SIPC President and CEO Stephen P. Harbeck said, "The latest distribution further demonstrates how the BLMIS liquidation -- with the support of SIPC -- is progressing efficiently and effectively, with customers receiving significant recoveries of their lost assets even in this most egregious theft. We not only applaud the SIPA Trustee and his legal and professional teams regarding this latest accomplishment, but also look forward to additional achievements in 2015." The proposed distribution is a direct result of the ongoing work of the SIPA Trustee's teams. BakerHostetler recently reached settlements with feeder funds Herald/Primeo and Senator. Windels Marx reached a settlement with the Blumenfeld defendants. The terms of these three recent agreements called for cash payments. Together, more than $642 million was brought into the BLMIS Customer Fund through these agreements. The Blumenfeld settlement was approved by the United States Bankruptcy Court on November 19, 2014 and the Herald/Primeo and Senator settlements were approved by the United States Bankruptcy Court on December 17, 2014. The fifth pro rata interim distribution will result in the return of 2.487 percent of the allowed claim amount for each individual account, unless the allowed claim has been fully satisfied. The average payment for an allowed claim issued in the fifth distribution will total approximately $299,900. The smallest payment totals $390.96 and the largest payment is $60,873,991.23. Currently, the SIPA Trustee has allowed 2,547 claims related to 2,213 BLMIS accounts. Of these accounts, 1,154 accounts will be fully satisfied following the fifth interim distribution. All allowed claims totaling $963,500 or less will be fully satisfied. The fifth interim distribution, when combined with the four prior interim distributions, will satisfy up to 48.546 percent of each customer's allowed claim amount unless the account is fully satisfied. In addition, SIPC has been reimbursed for its advances to accounts which are now fully satisfied as of the fifth interim distribution. "The past year or so has been among our most active periods, with the SIPA Trustee's team of professionals working diligently on a number of fronts, in and out of the courtroom, using all the legal tools at our disposal," said David J. Sheehan, Chief Counsel to the SIPA Trustee. "Through it all, we remain dedicated to our primary goal: to recover the maximum amount possible for the benefit of BLMIS customers with allowed claims." As of Nov. 30, 2014, the SIPA Trustee has recovered or reached agreements to recover approximately $10.5 billion since his appointment in December 2008. These recoveries exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollar value and percentage of stolen funds recovered. Ultimately, 100 percent of the SIPA Trustee's recoveries will be allocated to the Customer Fund for distribution to BLMIS customers with allowed claims. Prior distributions by the SIPA Trustee (as of Nov. 30, 2014) to BLMIS accounts with allowed claims are as follows: The first pro rata interim distribution, which commenced on October 5, 2011, has distributed $605 million, representing 4.602 percent of the allowed claim amount of each individual account, unless the claim is fully satisfied. The second pro rata interim distribution, which commenced on September 19, 2012, has distributed approximately $4.393 billion, representing 33.556 percent of the allowed claim amount of each individual account, unless the claim is fully satisfied. The third pro rata interim distribution, which commenced on March 29, 2013, has distributed approximately $614 million, representing 4.721 percent of the allowed claim amount of each individual account, unless the claim is fully satisfied. The fourth pro rata interim distribution, which commenced on May 5, 2014, has distributed approximately $412.8 million, representing 3.180 percent of each individual account, unless the claim is fully satisfied. Mr. Sheehan noted that there are 126 "deemed determined" claims still subject to litigation. Once litigation is resolved or settlements reached, some of these claims may be allowed and would therefore become eligible for all pro rata distributions to date. For this potential scenario, as of November 30, 2014, the SIPA Trustee has reserved approximately $2.225 billion. Upon final court approval of the fifth pro rata interim distribution, this reserve amount will increase to approximately $2.345 billion. The ultimate amount of additional allowed claims depends on the outcome of litigation or negotiation and could add billions of dollars to the total amount of allowed claims. Mr. Sheehan also noted that the SIPA Trustee anticipates recovering additional assets through litigation and settlements. Final resolution of certain disputes will permit the SIPA Trustee to further reduce the reserves he is required to maintain, allowing him to make additional distributions to customers. Upon final court approval of the fifth interim distribution, and incorporating the fifth allocation, the SIPA Trustee will be required to maintain a reserve of approximately $1.445 billion pending the resolution of the time-based damages issue, among other reserves. As of November 30, 2014, the time-based damages reserve is approximately $1.372 billion. The SIPA Trustee will seek authorization for these further allocations and distributions upon the recovery of additional funds and the resolution of significant disputes. All administrative costs of the SIPA liquidation of Bernard L. Madoff Investment Securities LLC and its global recovery efforts, which make distributions to BLMIS customers with allowed claims possible, are funded by advances to the SIPA Trustee by SIPC. A hearing on the fifth allocation and distribution motion has been set for January 15, 2015 at 10:00 a.m. before the United States Bankruptcy Court. Upon approval, record holders of allowed claims as of January 15, 2014 will be eligible to receive payments from the fifth interim distribution. The Fifth Customer Fund Allocation and Distribution Motion can be found on the United States Bankruptcy Court's Web site at http://www.nysb.uscourts.gov/ Bankr. S.D.N.Y., No. 08-01789 (SMB). It can also be found on the SIPA Trustee's website along with more information on overall recoveries to date, each settlement, the appeal status of a particular settlement, and on many other BLMIS liquidation issues at http://www.madofftrustee.com Messrs. Picard and Sheehan would like to thank Seanna Brown and Heather Wlodek, who worked on the fifth pro rata interim distribution and its related filings, as well as the legal firms of BakerHostetler and Windels Marx, and all of the attorneys and professionals whose work has led to the distribution. They would also like to thank Vineet Sehgal and his colleagues at AlixPartners, as well as Kevin Bell and his colleagues at SIPC, for their ongoing work and participation in the Madoff Recovery Initiative distributions. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims, with the fourth and latest batch of distributions done in May 2014. Distributions to eligible claimants have totaled almost $6 billion, which includes $812.2 million in committed advances from the SIPC. More than 1,100 victims have already recovered the full principal they lost in the fraud. As of May 2014, Mr. Picard has recovered or reached agreements to recover $9.8 billion since his appointment in December 2008. BROADWAY FINANCIAL: Registers 26.7 Million Shares for Resale ------------------------------------------------------------ Broadway Financial Corporation filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement to register the resale or other disposition by BBCN Bank, Butterfield Trust (Bermuda), Cathay General Bancorp, Inc., et al., of 26,786,249 shares of common stock. The selling stockholders may sell, transfer or otherwise dispose of any or all of their shares of common stock from time to time on any stock exchange, market or trading facility on which the shares are traded or in private transactions. Those sales, transfers or other dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to prevailing market prices, at varying prices determined at the time of sale or at negotiated prices. The Company is not offering any shares of common stock for sale pursuant to this prospectus and will not receive any of the proceeds from sales of the shares. The Company's common stock is currently traded on the NASDAQ Capital Market under the symbol "BYFC." On Dec. 18, 2014, the closing sale price for the Company's common stock, as reported by the NASDAQ Capital Market, was $1.38 per share. A copy of the Form S-1 registration statement is available at: http://is.gd/ZjFXaT About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is regulated by the Board of Governors of the Federal Reserve System. The Bank is regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Broadway Financial reported a loss allocable to common stockholders of $1.08 million in 2013, a loss allocable to common stockholders of $693,000 in 2012 and a net loss available to common shareholders of $15.36 million in 2011. BUMBLE BEE: Thai Union Deal No Impact on Moody's B3 CFR ------------------------------------------------------- Moody's views the announced acquisition of Bumble Bee Seafoods by Thai Union Group as a credit positive to Bumble Bee, but it does not immediately impact the company's B3 CFR or stable outlook. Bumble Bee Holdings Inc. (Bumble Bee), headquartered in San Diego, California, is believed to be the largest producer and marketer of shelf-stable seafood in North America and maintains a leading share in many segments of the US and Canadian shelf-stable seafood categories, including albacore tuna, light meat tuna, salmon, sardines, clams and other specialty seafood products. The company's products are primarily branded under the Bumble Bee name in the US and Clover Leaf and Brunswick names in Canada. Bumble Bee was acquired by Lion Capital in December 2010. Revenues for the twelve months ending September 27, 2014 were approximately $985 million. CAESARS ENTERTAINMENT: Agrees to Merge with Caesars Acquisition --------------------------------------------------------------- Caesars Entertainment Corporation and Caesars Acquisition Company announced that they have entered into a definitive agreement to merge in an all-stock transaction. The merged company will be one of the largest gaming and entertainment companies in the world. Upon completion of the merger and the proposed restructuring of Caesars Entertainment Operating Company, Inc., the merged company will be well capitalized and positioned for sustainable long-term growth and value creation. Upon the completion of the transaction, Caesars Entertainment will own a collection of high- growth assets, including properties in destination markets and a majority stake in Caesars Interactive Entertainment, Inc., and will operate a valuable network of domestic and international resorts and casinos. The merged company will be the preeminent gaming and hospitality company in Las Vegas. It will operate Caesars Palace and own 11 properties there, including nine casino resorts and the LINQ promenade and High Roller observation wheel. The merged company will also own CIE, Harrah's New Orleans, Harrah's Atlantic City, Harrah's Laughlin and Caesars Acquisition's current equity interest in Horseshoe Baltimore. All of the company's properties will remain connected via the Total Rewards loyalty network. The planned merger of Caesars Entertainment and Caesars Acquisition will also support the proposed restructuring of CEOC, a subsidiary of Caesars Entertainment. CEOC announced on Dec. 19, 2014, that it and Caesars Entertainment had reached an agreement with CEOC's first lien noteholder steering committee regarding the terms of a comprehensive financial restructuring plan that will substantially reduce debt and lower interest payments. The successful completion of the merger will position the merged company to support the restructuring of CEOC without the need for any significant outside financing. The strength of the merged company will position it to be a strong guarantor for the restructured CEOC's obligations, including lease payments its "OpCo" subsidiary will make to "PropCo." "The merger of Caesars Entertainment and Caesars Acquisition solidifies our focus on owning assets in destination and high- growth markets and businesses, while maintaining the benefits of operating our network and the Total Rewards loyalty program," said Gary Loveman, chairman and chief executive officer of Caesars Entertainment. "Upon completion of the merger and restructuring, Caesars Entertainment Corp. entities will be financially strong, with significantly reduced leverage and a much simpler and straightforward corporate structure." On a pro-forma basis, the merged company will have a combined market capitalization of $3.2 billion, based on closing prices on Dec. 19, 2014. The merged company will have a combined cash balance of $1.7 billion (excluding cash at CEOC). As of Sept. 30, 2014, Caesars Growth Partners, LLC, had approximately $1 billion of cash and net leverage of 3.2x. Pro forma for the merger and the proposed restructuring of CEOC, all Caesars-owned entities will be reasonably leveraged and produce positive free cash flow. The merged company will produce positive free cash flow on a consolidated basis. Pursuant to the terms of the merger agreement, and subject to the overall restructuring of CEOC, regulatory approval and other closing conditions, each outstanding share of Caesars Acquisition class A common stock will be exchanged for 0.664 share of Caesars Entertainment common stock, subject to adjustments set forth in the merger agreement, which would result in Caesars Entertainment stockholders owning approximately 62% of the combined company on a fully-diluted basis and Caesars Acquisition stockholders owning approximately 38%. No new debt will be issued in connection with the merger. The merged company will continue to be controlled by affiliates of Apollo Global Management and TPG Capital. Based on each of the company's records, approximately 90% of the stockholders of Caesars Entertainment also own shares of Caesars Acquisition, and vice versa, implying significant overlap in the stockholders of the two companies. Loveman will be Chairman and CEO of the combined company and has agreed to a new employment agreement that extends his tenure until the end of 2016. Loveman will oversee the restructuring of CEOC and continue to focus on recruiting senior talent to Caesars. Mitch Garber, CEO of Caesars Acquisition, will be CEO of CIE. Following the merger, Garber will join the Board of Directors of Caesars Entertainment as Vice Chairman and will assume an expanded leadership role on a project-specific basis across the Company. The merged company will conduct business as Caesars Entertainment and continue to trade on the NASDAQ under the ticker CZR. The merger agreement was negotiated and unanimously recommended by the Caesars Entertainment and Caesars Acquisition special committees, each comprised solely of independent members of their respective boards of directors. Centerview Partners served as the exclusive financial advisor to the special committee of Caesars Entertainment and Reed Smith LLP served as the committee's legal counsel. Moelis & Company LLC served as the exclusive financial advisor to the special committee of Caesars Acquisition and Skadden, Arps, Slate, Meagher & Flom LLP served as the committee's legal counsel. Renews CEO's Employment On Dec. 21, 2014, Gary Loveman, chief executive officer and president of CEC, entered into a new employment agreement with CEC, which agreement supersedes any pre-existing employment agreement between the parties. Mr. Loveman's base salary for 2015 and 2016 will be $1,900,000. Mr. Loveman will participate in CEC's annual incentive bonus programs and will be eligible to earn an annual bonus with a target of $3,250,000 in accordance with the terms of the programs. The agreement also continues the same benefits and perquisites as apply under his current employment agreement, but will expand CEC's commitment to provide health and dental benefits to Mr. Loveman so that they also cover his spouse. 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. As reported by the TCR on Dec. 18, 2014, Fitch Ratings downgraded the Issuer Default Rating (IDR) of Caesars Entertainment Operating Company (CEOC) to 'C' from 'CC'. The downgrade of the IDR to 'C' reflects CEOC's missed $223 million interest payment to the holders of the 10% second lien notes that was due December 15. As reported by the TCR on Dec. 18, 2014, Moody's Investors Service downgraded the ratings of Caesars Entertainment Operating Company, including the corporate family rating, to Ca from Caa3. As reported by the TCR on Dec. 18, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'D' from 'CCC-' on Caesars Entertainment Operating Co. Inc. (CEOC), a majority-owned subsidiary of Caesars Entertainment Corp. "We lowered the rating as a result of the company's decision not to pay approximately $225 million in interest that was due on Dec. 15, 2014 on $4.5 billion of 10% second-priority senior secured notes due 2015 and 2018," said Standard & Poor's credit analyst Melissa Long. CAESARS ENTERTAINMENT: Bank Debt Won't Deter Ch. 11 Plan for Unit ----------------------------------------------------------------- Lisa Allen, writing for The Deal, reported that Caesars Entertainment Corp. plans to pursue a mid-January Chapter 11 bankruptcy filing for its debt-laden operating unit with or without the support of the investors who hold its bank debt, according to two sources familiar with the situation. According to the report, multiple bank debt investors have pulled out of restructuring negotiations over the last two months and the informal committee of bank lenders' exit from talks on Dec. 10 has led observers to question that debt class's support for the restructuring plan that's backed by a steering committee of first- lien bondholders. Still, as long as at least 60% of first-lien bondholders pledge their support for the restructuring plan, a mid-January bankruptcy filing will go forward, The Deal said, citing a first-lien bondholder, who asked to remain unnamed. About Caesars Entertainment Operating Company Inc. Caesars Entertainment Operating Company, Inc., a majority owned subsidiary of Caesars Entertainment Corporation, provides casino entertainment services and owns, operates or manages 44 gaming and resort properties in 13 states of the United States and in five countries primarily under the Caesars, Harrah's and Horseshoe brand names. * * * The all-stock deal, according to David Gelles, writing for The New York Times' DealBook, will leave Caesars Entertainment with $1.7 billion in cash, much of which will be used to fund the bankruptcy. The DealBook said that the move, for creditors, is good news, bringing several of the best Caesars properties back into the parent company and avoiding the assumption of more debt. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a steering committee representing holders of 38 percent of first-lien creditors of Caesars Entertainment Operating Co. Inc. has signed an agreement laying out the terms of a Caesars Entertainment Operating Chapter 11 reorganization to start around mid-January. According to the Bloomberg report, the restructuring is contingent on signing up a total of 60 percent of first-lien bondholders by Jan. 5. To be effective, the deal also requires that holders of two-thirds of the senior bonds must sign up before the bankruptcy filing on Jan. 15 or not later than Jan. 30, the Bloomberg report related. 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. CHASE WHOLESALE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Chase Wholesale, LLC 386 St. Claire Drive New Market, AL 35761 Case No.: 14-83455 Chapter 11 Petition Date: December 23, 2014 Court: United States Bankruptcy Court Northern District of Alabama (Decatur) Judge: Hon. Jack Caddell Debtor's Counsel: Harry P. Long, Esq. LAW OFFICES OF HARRY P. LONG, LLC PO Box 1468 Anniston, AL 36202 Tel: 256 237-3266 Email: ecfpacer@gmail.com hlonglegal8@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Azar Ardestanl, owner. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/alnb14-83455.pdf COVENTRY FIRE DISTRICT: Chapter 9 Case Summary & 20 Top Creditors ----------------------------------------------------------------- Debtor: Central Coventry Fire District 240 Arnold Road Coventry, RI 02816 Bankruptcy Case No.: 14-12785 Chapter 9 Petition Date: December 23, 2014 Court: United States Bankruptcy Court District of Rhode Island (Providence) Debtor's Counsel: Robert G. Flanders, Jr., Esq. HINCKLEY, ALLEN & SNYDER LLP 50 Kennedy Plaza Suite 1500 Providence, RI 02903 Tel: (401) 457-5184 Fax: (401) 457-5185 Email: rflanders@hinckleyallen.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steven Hartford, receiver of the Debtor. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/rib14-12785.pdf CREEKSIDE ASSOCIATES: Pennsylvania Apartment Seeks Bankruptcy ------------------------------------------------------------- Creekside Associates, Ltd., owner and operator of the Creekside Apartments, a 1000+ unit apartment complex located at 2500 Knights Road, Bensalem, Pennsylvania, has sought bankruptcy protection. A document signed by Creekside Management LLC, the sole general partner of the Debtor, stated that the Debtor was sent to bankruptcy in light of its "precarious financial condition." Prepetition, a foreclosure action was commenced in state court by secured creditor Creekside JV Owner, LP, a joint venture between Davidson Kempner Capital Management, a New York hedge fund, and Morgan Properties, a multi-state owner and operator of apartment buildings. The suit alleges monetary defaults under a certain non-recourse loan in the original principal amount of $68 million The litigation was slated for a Jan. 5, 2015 trial pool. The Debtor also has an ongoing dispute with the Bucks County Water & Sewer Authority. The Debtor receives sewer services from the Authority, and has disputed approximately $4 million of charges billed by the Authority over the past eight years. On the first day of the case, the Debtor filed motions to: -- pay certain prepetition payroll and benefits; -- use cash collateral; and -- maintain their existing bank accounts. The Debtor explains it is critical that it be authorized to pay its employees their prepetition wages and benefits in order to make sure that the business is properly staffed at the beginning of the case. The Debtor believes that if the employees are not paid, some employees will choose to leave the employ of the Debtor. As to the bank accounts motion, the Debtor says that requiring it to open new accounts will prevent it from making immediate payments in the ordinary course of business and will adversely impact business operations. The Debtor says that Creekside JV Owner asserts a security interest in the Debtor's cash. Without the immediate use of cash collateral, the Debtor will be unable to continue to operate its business, including critical expenses that are due within days of the Petition Date. The Debtor is seeking expedited consideration of the first-day motions. The Debtor requests that, if possible, a hearing be held Dec. 23, or as soon as thereafter as the court's schedule will allow. Creekside Associates filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19, 2014. The case is assigned to Judge Stephen Raslavich. The Debtor estimated $50 million to $100 million in assets and debt. The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys and Kaufman, Coren & Ress, P.C., as special counsel. CREEKSIDE ASSOCIATES: Asks for Approval to Use Cash Collateral -------------------------------------------------------------- Creekside Associates, Ltd., asks the Bankruptcy Court for approval to use cash collateral pursuant to 11 U.S.C. Sec. 363(c) and 542(a). Creekside JV Owner, LP, asserts security interests in and/or liens on the Debtor's operating revenues. On or about July 12, 2005, the Debtor executed a promissory note in the principal amount of $68 million in favor of Eurohypo AG, New York Branch. Creekside JV Owner, LP, an entity formed by Davidson Kempner Capital Management LLC and Morgan Properties to acquire the Loan. The Debtor says that in order to effectuate its reorganization and maximize the recovery to creditors, it must be permitted to use the cash collateral in its ordinary business operations. The Debtor believes the expenses listed on the proposed initial budget represent the minimum reasonable and necessary business expenses which must be paid in order for Creekside Apartments to remain in business. The Debtor believes that the Lender is adequately protected by the value of the Property itself. While the value of the Property is undetermined at this time, the Property is well-managed, well- maintained and presently has a high occupancy rate. The value of the Property will likely appreciate, or at least remain stable, during the cash collateral period. The Debtor is proposing to make monthly interest payments to the Lender at the contract rate of interest. These payments will be $300,000 per month and will be made mid-month. About Creekside Associates Creekside Associates, Ltd., owns and operates the Creekside Apartments, a 1000+ unit apartment complex located at 2500 Knights Road, Bensalem, Pennsylvania. Creekside Associates filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19, 2014. The case is assigned to Judge Stephen Raslavich. The Debtor estimated $50 million to $100 million in assets and debt. The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys and Kaufman, Coren & Ress, P.C., as special counsel. DEALERTRACK TECHNOLOGIES: Moody's Affirms Ba3 CFR on Incadea Deal ----------------------------------------------------------------- Moody's Investors Service affirmed Dealertrack Technologies, Inc.'s ratings upon the announcement that the company plans to acquire Incadea plc, a provider of software and services to the global automotive retail and wholesale market. The total consideration for incadea's shares equals about $190 million, to be funded with balance sheet cash and borrowings under Dealertrack's revolver. Moody's expects the transaction to increase the company's adjusted Debt/EBITDA leverage by about one turn, back to the low 5.0 times level incurred in connection with the Dealer.com acquisition in early 2014. But considering the delayed expected deleveraging and the near term strain on the company's liquidity, the company is weakly positioned in its rating category, and subsequent debt funded acquisitions will pressure the rating. Moody's does recognize that adding new products and gaining a larger presence in international markets provide a broader platform for Dealertrack to continue its strong growth trajectory, and should bring adjusted Debt/EBITDA leverage below 4.0 times over the next 12 to 18 months. The rating outlook remains stable. Ratings Rationale Dealertrack's Ba3 CFR is supported by the company's strong revenue growth profile and broad reach across auto dealerships, financial institutions and state motor vehicle agencies. Following the incadea acquisition, the company will also have a broad global footprint. Over the past decade, the company has deepened its relationships with a critical mass of auto dealerships and OEMs in the United States and Canada to expand its role beyond its historic strength of facilitating customer financing to handle the entire flow of automobile sales, inventory management, operations, Internet marketing and digital commerce efforts for dealers. The company's relatively small scale in the large and fragmented auto dealership services market constrains the rating, along with heightened financial leverage due to acquisition activity. The rating is also supported by the company's long-standing customer base and contractual relationships which engender high recurring revenues, as well as an asset-light business model which could provide a platform for strong free cash flow generation in a tightly managed operating cost environment. Dealertrack has good liquidity, although funding of the incadea purchase will diminish some flexibility in the near term. Moody's expects the company to be modestly free cash flow positive over the next 12 to 18 months, as it continues to integrate Dealer.com and digests the incadea acquisition. In addition, the company has seasonal cash swings as it incurs added sales costs to grow its business. Moody's expects the company to operate with cash balances of above $50 million, which is far lower than the historic balances of above $100 million. The company maintains a $225 million revolving credit facility as a source for external liquidity, of which Moody's expects more than half to be outstanding following the the incadea share purchase. Moody's rates Dealertrack's senior secured credit facilities at Ba2 (LGD3). Moody's notes that the revolver borrowings to fund the incadea acquisition increase the proportion of senior secured debt in the overall capital structure. If the company's debt continues to tilt more to the senior secured side, the rating of the senior secured credit facilities will likely converge to the corporate family rating. Rating Outlook The stable outlook reflects Moody's expectations that the company will successfully integrate its acquisitions and will grow revenues and operating margins in the near term. What Could Change the Rating -- UP As Dealertrack's rating rests largely on expected operating synergies and rapid deleveraging, an upgrade is unlikely in the near term. Dealertrack's rating could be upgraded if the company exhibits strong revenue growth, and maintains expense discipline such that adjusted operating margins consistently stay above 17% and demonstrate consistently high levels of free cash flow. The rating could also be considered for an upgrade if the company maintains adjusted leverage below 3.0 times. What Could Change the Rating -- DOWN Dealertrack's ratings could be downgraded if the company suffers integration issues, its operating margins do not improve as anticipated, the company loses market share, or there is a change in Dealertrack's competitive position as evidenced by adjusted operating margins staying below 9%. In addition, the rating may be downgraded if Dealertrack's adjusted leverage remains above 4.0 times. Rating Actions: Corporate Family Rating affirmed at Ba3 Probability of Default Rating affirmed at Ba3-PD Speculative Grade Liquidity Rating affirmed at SGL-2 Senior secured credit facilities affirmed at Ba2 (LGD3) Outlook: Stable Headquartered in Lake Success, NY, Dealertrack provides web-based software solutions and services for major segments of the automotive retail industry, including dealers, lenders, OEMs, third party retailers, agents and aftermarket providers across US and Canada. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. DERMA PEN: Delaware Judge Dismisses Chapter 11 Case --------------------------------------------------- Delaware Bankruptcy Judge Kevin J. Carey dismissed the Chapter 11 bankruptcy petition of Derma Pen, LLC. Derma Pen sought bankruptcy protection in August, on the eve of a jury trial in the lawsuit it had filed in the United States District Court for the District of Utah against 4Ever Young Limited; Stene Marshall d/b/a Dermapen World; and others regarding disputes related to a Distribution Agreement executed by Derma Pen and 4EY. Derma Pen is a provider of Class 1 FDA registered micro needling and skin treatment devices and systems. Derma Pen sold micro needling devices and related products under the DERMAPEN(R) trademark. 4EY and Marshall sought dismissal of the Chapter 11 petition, calling it a "litigation tactic" by the Debtor. They also filed a separate motion, seeking to transfer the venue of the Chapter 11 case. The United States Trustee also filed a motion to convert the case to Chapter 7 or dismiss it outright. Derma Pen and Michael Anderer objected to the motions to dismiss. Mr. Anderer is an owner of the Debtor, the Debtor's secured creditor and DIP lender, and the sole owner of Medmetics, LLC. Baker Donelson Bearman Caldwell & Berkowitz, PC, former counsel to Derma Pen in the Utah Litigation and an unsecured creditor in this case, also filed an objection to the Motion to Dismiss. Derma Pen filed an objection to the Motion to Transfer Venue, which was joined by Anderer. The Debtor filed the petition on Friday, Aug. 8, 2014, just before a jury trial was scheduled to begin on Monday, August 11, 2014 in the Utah Litigation. The Debtor claims that it sought chapter 11 relief because of the ongoing expense of the Utah Litigation, which was costing hundreds of thousands of dollars, and of other litigation. The Debtor claimed that it had to borrow money to pay some of its attorneys' fees. The Debtor also claims that it sought bankruptcy relief because it was faced with the prospect that the Utah District Court could order the Debtor to sell the Trademark Assets to 4EY at a price that was far less than the value the Debtor placed on those assets. The Debtor asserts that it filed the bankruptcy to take advantage of Bankruptcy Code provisions allowing the Debtor to reject the Agreement and sell the Trademark Assets by auction to the highest bidder. The bankruptcy petition was also filed due to the possibility of an adverse action by the Food and Drug Administration, which could prevent the Debtor from selling micro needling devices. 4EY and Marshall argue that the Debtor did not have a financial need for bankruptcy protection as of the Petition Date. They contend that the Debtor has a relatively few number of unsecured creditors. They claim that, but for the attorneys' fees claims, debts to individual creditors are low, and that there is no evidence of any delinquency or that creditors were exerting unusual pressure on the Debtor to pay any past-due bills. 4EY and Marshall also claim that evidence of the Debtor's bad faith is shown by fraudulent conduct engaged in by the Debtor both pre- and post-petition. Specifically, they assert that the Debtor has been transferring assets and business opportunities to Medmetics. They also claim that the Debtor engaged in misconduct in connection with the FDA Audit. A copy of Judge Carey's December 19, 2014 Memorandum is available at http://is.gd/m8UKryfrom Leagle.com. Derma Pen, LLC, filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-11894) on Aug. 8, 2014, estimating under $1 million in both assets and debts. A copy of the petition is available at no extra charge at http://bankrupt.com/misc/deb14-11894.pdf The Debtor is represented by Gregory A. Taylor, Esq., at Ashby & Geddes. DEWEY & LEBOEUF: German Partner Must Face Clawback Suit ------------------------------------------------------- Bankruptcy Judge Martin Glenn declined Jochen Terpitz's motion to dismiss the Complaint filed by Alan M. Jacobs, as the Liquidating Trustee for the Dewey & LeBoeuf Liquidation Trust. Mr. Terpitz, a former partner at Dewey & LeBoeuf LLP, argues that the Complaint must be dismissed for lack of personal jurisdiction and, alternatively, based on forum non conveniens asserting Germany as the adequate alternative forum. The Trustee opposed. From the time he became a partner in 2011 until he left the firm in 2012, Mr. Terpitz was a resident of Germany and worked solely in Dewey's Frankfurt, Germany office only for European clients. The Trustee sued Mr. Terpitz to claw back distributions Dewey made to him and tax payments made on his behalf pursuant to the firm's partnership agreement, both on account of his status as an equity partner in the firm. The challenged transfers allegedly originated in New York and were made when Dewey was insolvent prior to filing for bankruptcy. In total, the Trustee seeks judgment against Mr. Terpitz in the amount of not less than $403,936 plus interest, fees, and costs. The Complaint alleges that Dewey made these transfers from its headquarters in New York. Judge Glenn held that the U.S. bankruptcy court has specific jurisdiction over Mr. Terpitz and the court is the more appropriate forum to adjudicate this case. The adversary case is, ALAN M. JACOBS, as Liquidating Trustee of the Dewey & LeBoeuf Liquidation Trust, Plaintiff, v. JOCHEN TERPITZ, Defendant, ADV. PROC. NO. 14-01991 (MG)(Bankr. S.D.N.Y.). A copy of the Court's December 22, 2014 Memorandum Opinion and Order is available at http://is.gd/E0aLV0from Leagle.com. Attorneys for Alan M. Jacobs, Liquidating Trustee for the Dewey & LeBoeuf Liquidation Trust are: Allan B. Diamond, Esq. Howard D. Ressler, Esq. DIAMOND McCARTHY LLP New York Times Building 620 Eighth Avenue (between 40th & 41st Streets) 39th Floor New York, NY 10018 Tel: (212) 430-5400 Fax: (212) 430-5499 E-mail: adiamond@diamondmccarthy.com hressler@diamondmccarthy.com - and - Mark Jay Krum, Esq. Christopher R. Murray, Esq. Daniel Meyler, Esq. DIAMOND McCARTHY LLP Two Houston Center 909 Fannin Street, 15th Floor Houston, TX 77010 Tel: (713) 333-5100 Fax: (713) 333-5199 E-mail: mkrum@diamondmccarthy.com cmurray@diamondmccarthy.com dmeyler@diamondmccarthy.com Jochen Terpitz is represented by: Adrienne Woods, Esq. LAW OFFICES OF ADRIENNE WOODS, P.C. One Penn Plaza, Suite 6153 New York, NY 10119 E-mail: Adrienne@woodslawpc.com Tel: (917) 447-4321 - and - Roland Gary Jones, Esq. JONES & ASSOCIATES One Rockefeller Plaza 10th Fl New York, NY 10020 Tel: (347) 862-9254 ext. 701 Fax: (212) 202-4416 E-mail: rgj@rolandjones.com About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DUNE ENERGY: To Negotiate Revised Terms to EOS Merger Agreement --------------------------------------------------------------- Dune Energy, Inc., announced that, in connection with the Agreement and Plan of Merger dated Sept. 17, 2014, as amended, between the Company, Eos Petro, Inc., and Eos Merger Sub, Inc., Eos has informed the Company that, due to the recent severe decline in oil prices, Eos cannot complete the merger and tender offer on the terms set forth in the Merger Agreement. Because of the severe decline in oil prices, Eos' sources of capital for the merger and tender offer were withdrawn. The Company and Eos are currently in the process of negotiating potential revised terms for the Merger Agreement upon which the merger and tender offer could still be completed. Those revised terms may include, but are not limited to, revising the $0.30 per share offer price for the shares of Company common stock tendered for purchase in the tender offer. The parties have agreed to extend the tender offer to Jan. 15, 2015, at 12:00 Midnight, New York City time, in order to allow the parties additional time to reach an agreement on revised terms to the Merger Agreement for the tender offer and merger. The tender offer was previously scheduled to expire at Dec. 22, 2014, at 12:00 Midnight, New York City time. If the parties are able to agree on revised terms, the tender offer will remain open for a minimum of ten business days from the date such revised terms are made publicly available, in order to give the Company's stockholders adequate time to consider the revised terms. However, there is no assurance that the parties will be able to agree on revised terms. The Company is also currently working with its lenders in an effort to extend the previously announced Forbearance Agreement dated Sept. 30, 2014, to the Amended and Restated Credit Agreement, as amended, set to expire on Dec. 31, 2014. Alternative Proposal Dune disclosed that it received a written non-binding letter of intent on Dec. 22, 2014, from Party I indicating an interest in purchasing all of the assets of the Company. That non-binding letter expires on Dec. 31, 2014. Dune and its advisors are currently analyzing the likelihood that Party I's proposal would be reasonably likely to result in a Superior Proposal. In addition, from November 22 to Dec. 22, 2014, Dune and Perella reached out to five parties that had previously expressed interest in Dune or its assets, in order to determine if any such parties would make an acquisition proposal for Dune. The Company has been advised that, as of Dec. 23, 2014, those discussions are ongoing. About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. Dune Energy reported a net loss of $46.98 million in 2013, a net loss of $7.85 million in 2012 and a net loss of $60.41 million in 2011. As of June 30, 2014, the Company had $231.47 million in total assets, $143.03 million in total liabilities and $88.43 million in total stockholders' equity. Going Concern "We monitor our financial progress very carefully and attempt to adjust our available projects in order to meet all of the covenants of the Credit Agreement. Notwithstanding these efforts, our future revolver availability is also driven by the amount of Notes outstanding, as they are part of the EBITDAX covenant calculation used to determine our borrowing limit under the revolver. As a result of the PIK feature contained in the Notes, the amount outstanding has increased over time and, therefore, continues to put pressure on the EBITDAX covenant and limit borrowing availability. As we are no longer in compliance with the financial covenant of the Credit Agreement, additional borrowings may not permitted, and the outstanding revolver loans may become due and payable upon notice to us by the Bank of Montreal. Absent relief from the Credit Agreement Lenders, the restructuring of a material portion of the Notes or the emergence of a new lender, our ability to meet our obligations in due course is threatened. Management is currently in discussions with all parties and seeking new credit providers or other strategic alternatives in an effort to resolve this liquidity stalemate. "These and other factors raise substantial doubt about our ability to continue as a going concern for the next twelve months," the Company stated in the Form 10-Q Report for the period ended June 30, 2014. EFACTOR GROUP: Posts $3.72-Mil. Net Loss for Third Quarter ---------------------------------------------------------- EFactor Group Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $3.72 million on $353,903 of net revenues for the three months ended Sept. 30, 2014, compared to a net loss of $1.78 million on $207,022 of net revenues for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $18.89 million in total assets, $7.75 million in total liabilities and total stockholders' equity of $11.14 million. The Company has suffered losses from operations and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/mM80IP EFactor Group Corp. owns and operates a social networking site for entrepreneurs. It operates EFactor.com, a platform that enables access to a network of contacts, registration for networking events, advisory consulting, and various business tools, as well as a range of services and information. The company also provides key support services in the areas of funding, knowledge, cost savings, and business development, as well as offers public relations and advertising services. It operates in the United States, the United Kingdom, India, China, and the Netherlands. The company is based in San Francisco, California. ELBIT IMAGING: Plaza Centers Closes Rights Offering --------------------------------------------------- Elbit Imaging Ltd. disclosed that its subsidiary, Plaza Centers N.V., has successfully completed its rights offering, which forms part of its restructuring plan. Elbit Ultrasound (Luxembourg) B.V./S.a.r.l., a wholly owned subsidiary of the Company has purchased 122,847,376 new ordinary shares of Plaza under the Rights Offering and the arrangements under the Undertaking for an aggregate amount of approximately EUR8.3 million and has procured that Burlington Loan Management Limited, an affiliate of Davidson Kempner Capital Management LP, a shareholder of the Company, will purchase 163,803,197 new ordinary shares of Plaza which represent 26.3% of Plaza for an additional amount of EUR11.05 million. Following the Rights Offering and associated placing of shares and the issuance of new ordinary shares to Plaza's bondholders under Plaza's restructuring plan as announced by Plaza, EUL will hold 44.9% in the issued share capital of Plaza. Plaza announced further that it is expected that (i) the new ordinary shares of Plaza (issued to the Plaza's shareholders and bondholders) in uncertificated form will be credited to stock accounts on Dec. 23, 2014; and (ii) such new ordinary shares of Plaza will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities and on the Warsaw Stock Exchange on Dec. 23, 2014, and on the Tel Aviv Stock Exchange shortly thereafter. 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. ENERGY XXI: Fitch Affirms 'B' Issuer Default Rating --------------------------------------------------- Fitch Ratings has affirmed EXXI's ratings as follows: Energy XXI Gulf Coast Inc. -- Issuer Default Rating (IDR) at 'B'; -- Senior secured revolver at 'BB/RR1'; -- Senior unsecured notes at 'B/RR4'. Energy XXI LTD -- IDR at 'B-'; -- Convertible perpetual preferred at 'CCC/RR6'; -- Convertible notes at 'CCC/RR6'. The Rating Outlook has been revised to Negative from Stable. Approximately $3.9 billion in debt is affected by this rating action. Key Rating Drivers EXXI ratings are supported by a clearer path to operational stability as well as stable, though elevated, credit metrics after the acquisition of EPL Oil & Gas in 2014. Positive operating trends are offset by the recent upheaval in global crude markets leading to lower oil prices and subsequent challenges for EXXI in implementing its deleveraging plan. The Negative Outlook is driven by uncertainties around the length and depth of the crude downturn, with several follow-on effects. These include the ability of the company to renew hedges at reasonable levels in 2016, uncertainty on execution and timing of potential asset sales, as well as the possibility of lower overall liquidity following future redeterminations of the bank borrowing base. Credit Concerns EXXI remains highly leveraged after the EPL acquisition, and management's intention to meaningfully deleverage with free cash flow will likely be delayed given current oil market conditions. Fitch expects consolidated debt/EBITDA under 5.0x in FY15. While Fitch believes that current and projected credit metrics are appropriate for the rating category, headroom in the rating has effectively been eliminated. Additionally, while EXXI has 60% of expected oil production for calendar 2015 hedged, 2016 oil hedges are minimal at around 5% of run-rate production, and the current forward curve remains at levels where it would be unattractive for the company to meaningfully hedge. In our base case, Fitch anticipates that production volumes will be flat to modestly positive given the expected resolution of recent operational issues. To the extent that current volumes are not sustained Fitch would view this as a credit negative given limited overall headroom in the rating. Free Cash Flow Management currently expects to spend $680 million for capex in FY15. As much of this spending was front-loaded Fitch anticipates limited oil-price related changes to FY15 spending, as well as free cash flow of -$150 million in FY15. However, given the company's ability to sustain production levels with lower capex levels, Fitch anticipates positive free cash flow along with modest debt reduction in FY16 and FY17 in a $70-$75 WTI price environment. In a lower oil price environment, cash burn should be manageable in the near term given the company's current liquidity position, though leverage metrics could be stressed. Liquidity As of Sept. 30, EXXI had $119.5M in cash and $525.7M available on the credit facility, leading to approximately $645 million in available liquidity. In our base case ($75/WTI), liquidity should be adequate given anticipated free cash flow in FY16 and FY17. Under more challenging conditions (WTI $55-65), Fitch anticipates liquidity to be adequate in the near term. EXXI has approximately 60% of calendar 2015 oil volumes hedged at an average of approximately $84/bbl, leading to higher-than-market operating cash flow. Near term cash burn rates should remain manageable if crude is sustained above $50/bbl. Capital expenditures would likely be revised downward in the event of oil prices sustained under $65/bbl, temporarily increasing liquidity through lower capex and less cash burn. Potential cash burn rates at various crude prices are factored into the liquidity analysis and overall outlook. Crude Oil Scenarios Fitch ran a number of price scenarios to capture what EXXI might look like in a sustained downside oil case. In cases with prices sustained above $65/bbl free cash flow was neutral to slightly positive and liquidity concerns were not material. In a sustained downside case, and without meaningful hedge protection in calendar 2016, credit metrics and liquidity could become challenged. Fitch will monitor the continuing developments in crude markets, improvements in operating costs, hedge positions, and liquidity in assessing EXXI credit quality. While Fitch rates through the cycle to a long-term oil base case of $75/bbl, uncertainty around near- term elements, including asset sale proceeds and liquidity, factors into the rating and outlook. Recent Financial Performance As calculated by Fitch, LTM EBITDA was $752 million, leading to consolidated LTM debt/EBITDA of 5.2x. LTM interest coverage was 3.8x. Leverage metrics have been elevated post-acquisition but remain in line for the rating category. Quarterly production volumes were up 27% for the quarter ended Sept. 30, generating additional cash flow and helping to mitigate market concerns about lower production volumes after the EPL acquisition. With the current production profile and cost structure, Fitch calculates EXXI crude oil breakeven at approximately $65/bbl. When combined with the company's liquidity position, these factors should enable the company to weather a period of lower oil prices. Fitch also expects further improvements in the cost structure as one-time items work through the P&L, infrastructure and debottlenecking issues are resolved, and rig day rates are renegotiated in 2015. Rating Senstivities Negative: Future developments that could lead to negative rating action include: -- Consolidated debt/EBITDA sustained over 5.0x and/or negative free cash flow in FY16 driven by sustained lower oil prices; -- Failure to maintain current production levels leading to debt/flowing barrel above $70,000; -- Inability to maintain adequate liquidity through free cash flow or asset sales; -- Inability to meaningfully hedge 2016 oil volumes. Positive: Future developments that may lead to positive rating actions include: -- Sustained increases in overall production levels with positive free cash flow generation and subsequent debt reduction; -- Demonstrated commitment to lower debt levels leading to mid- cycle Debt/EBITDA below 3.5x; -- Upgrades are not considered probable in the near term given headwinds from lower crude prices, as well as limited capacity to pay down material amounts of debt. ERF WIRELESS: Issues 5.2 Million Common Shares ---------------------------------------------- ERF Wireless, Inc., issued 5,200,000 common stock shares pursuant to existing Convertible Promissory Notes from Dec. 13, 2014, through Dec. 19, 2014. The Company received no additional compensation at the time of the conversions beyond that previously received at the time the Convertible Promissory Notes were originally issued. The shares were issued at an average of $0.00128 per share. The issuance of the shares constitutes 10.050% of the Company's issued and outstanding shares based on 51,740,894 shares issued and outstanding as of Dec. 12, 2014. In addition, on Dec. 17, 2014, the Company processed a one-time issuance of 400,000 restricted common shares to WISPer Ventures Leasing LLC pursuant to the terms of non-convertible financing previously reported in the Company's 8-K of Nov. 5, 2014. The shares were issued at an average of $0.0164 per share. The issuance of the shares constitutes .773% of the Company's issued and outstanding shares based on 51,740,894 shares issued and outstanding as of Dec. 12, 2014. About ERF Wireless Based in League City, Texas, ERF Wireless, Inc., provides secure, high-capacity wireless products and services to a broad spectrum of customers in primarily underserved, rural and suburban parts of the United States. ERF Wireless reported a net loss attributable to the Company of $7.26 million in 2013, a net loss attributable to the Company of $4.81 million in 2012 and a net loss attributable to the Company of $3.37 million in 2011. As of Sept. 30, 2014, the Company had $3.59 million in total assets, $10.43 million in total liabilities and a $6.84 million total shareholders' deficit. EXIDE TECHNOLOGIES: Sued Over Alleged Health Problems ----------------------------------------------------- Sara Randazzo, writing for Daily Bankruptcy Review, reported that years of contamination at a Southern California lead-acid battery- recycling plant caused severe health problems for local residents, including cancer and kidney failure, according to a new lawsuit. According to the report, the suit, brought against directors and officers of Exide Technologies, was filed in Los Angeles Superior Court. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. FOREST OIL: Closes All-Stock Business Combination with Sabine Oil ----------------------------------------------------------------- Sabine Oil & Gas LLC and Forest Oil Corporation announced that they have closed the previously reported all-stock business combination on a revised basis. The combined entity intends to change its name to Sabine Oil & Gas Corporation, and is expected to be one of the upstream industry's largest operators and lease holders in East Texas, benefiting from management expertise, streamlined operations and economies of scale. The combination also results in core positions in the Eagle Ford, North Louisiana Haynesville and Granite Wash that provide optionality for development and monetization. David Sambrooks, the combined Company's president and CEO, commented: "Since we announced the combination in May 2014, market dynamics have changed considerably but the logic for combining these two complementary companies has not. Today's closing will create a strong platform for growth and bring stability and upside opportunity to stockholders of the combined company. The combined asset portfolio creates one of the upstream industry's largest East Texas players, while generating operating synergies, economies of scale and optimized capital allocation." Patrick McDonald, Forest's president and CEO, commented: "This combination, as revised, is clearly in the best interest of Forest and its shareholders, and we are very pleased to have completed it." Revised Transaction Terms At closing, the owners of Sabine (the "Sabine Investor Entities") contributed their interests in Sabine to Forest, in exchange for common stock and non-voting convertible preferred stock of Forest representing an aggregate 73.5% economic interest in the combined company. Existing Forest common shareholders retained their Forest shares, which now represent, in the aggregate, a 26.5% economic interest in the combined company. Under the revised terms, the Sabine Investor Entities' will hold approximately 40% of the voting power of the combined company (with Forest's existing shareholders retaining approximately 60% of the voting power). The preferred stock issued to the Sabine Investor Entities will not be convertible to the extent conversion would cause the combined voting power of the Sabine Investor Entities to exceed 49.9% of the outstanding voting power of the company. The combined entity will be headquartered in Houston, Texas. Revised Transaction Financing In connection with the combination, the existing Sabine and Forest revolving credit agreements will be refinanced with a new reserve- based lending credit agreement at the combined company level. The RBL Revolver will have a borrowing base of $1 billion at closing. In addition, the combined company expects to incur an additional $50 million of second lien term loans under its existing second lien term loan facility in connection with the closing. Under the revised transaction terms, no change of control will result under the indentures governing Forest's and Sabine's outstanding bonds or Sabine's second lien term loan, all of which will remain outstanding after closing. The RBL Revolver, the second lien term loan facility and the outstanding Forest and Sabine bonds will reside at the surviving company in the combination. As a result of the revised transaction terms, the $850 million of bridge commitments previously obtained to finance the repurchase of the Forest bonds under the prior transaction terms are no longer necessary. The combined company will save at least $100 million in transaction costs and interest expenses over the next three years by leaving the Forest bonds outstanding. Board and Management Structure The combined company's board will initially consist of two existing Forest directors, Patrick McDonald and Dod Fraser and five former Sabine directors approved by the Forest board: David Sambrooks, who will serve as Chairman, Duane Radtke, who will serve as Lead Director, Alex Krueger, Brooks Shughart and John Yearwood as directors. Tom Chewning will join the combined company's board at closing as an independent director and Chairman of the Audit Committee. Mr. Chewning has over 40 years of executive and financial experience. He served as president and chief executive officer of Dominion Energy, a subsidiary of Dominion Resources, from 1995 to 1999, and then as chief financial officer of Dominion Resources from 1999 until his retirement in 2009. The combined company will be led by David Sambrooks, president and chief executive officer, Todd Levesque, executive vice president and chief operating officer and Michael Magilton, senior vice president and chief financial officer. Mr. Magilton will join the company on Jan. 1, 2015, following completion of his tenure as Vice President, Finance & Treasurer at Quantum Resources Management, which he joined in 2011. Prior to Quantum, he served as a Vice President with private equity firm Aurora Capital Group. Full biographies for Messrs. Chewning and Magilton are included below. Complementary Assets In addition to a top-tier 207,000 net acreage position in East Texas, the combination of assets is expected to create a 65,000 net acreage position in the Eagle Ford as well a position in the Haynesville in North Louisiana and a highly economic liquids rich position in the Granite Wash. The complementary nature of Sabine and Forest's assets should present considerable opportunities to generate savings through operating synergies, economies of scale, and optimized capital allocation. The combined company will have estimated proved reserves of 1.4 trillion cubic feet equivalent (71% gas) (as of Sept. 30, 2014), and estimated daily production of approximately 305 million cubic feet equivalent (66% gas) for 2014. The combined company has multiple opportunities to de-lever its balance sheet through an optimized capital program and accretive divestments. As an example of action already taken, Forest closed the divestment of its Arkoma Basin assets on Dec. 15, 2014, receiving cash proceeds of approximately $184 million after closing adjustments. This sale represented an 8.1x multiple of trailing twelve month cashflow. The combined company plans to explore additional divestment opportunities to further improve the balance sheet. NYSE Listing Status Forest has been informed by the New York Stock Exchange that trading in its common stock will be suspended immediately and is being delisted due to the company's failure to meet the requirements for continued listing. David Sambrooks commented: "We are committed to having the common stock listed on an active exchange and we expect to seek relisting on an exchange as soon as we meet the listing requirements." Prior to qualifying for a new listing, the common stock is expected to immediately trade in the OTCQB market under a new ticker symbol. To Trade on OTCQB Market Forest Oil Corporation (which is in the process of changing its name to Sabine Oil & Gas Corporation) announced that following its recently completed business combination with Sabine Oil & Gas, the common stock of the combined entity will begin trading on the OTCQB marketplace at the open of the market, Dec. 17, 2014. As previously disclosed, Forest Oil was delisted from the New York Stock Exchange on Dec. 16, 2014, following completion of the business combination. On Dec. 17, 2014, the Company's common stock began trading over the counter on the OTC Markets Group's OTCQB Marketplace under the ticker symbol "FSTO." The move from the NYSE to OTCQB Marketplace does not change SEC reporting obligations under applicable securities laws. Accordingly, the combined company will continue to file, among others, Quarterly Reports on Form 10-Q, Annual Reports on Form 10- K and Current Reports on Form 8-K. As previously disclosed, the company remains committed to listing its common stock on an active exchange and expects to seek relisting on an exchange as soon as it meets applicable listing requirements. Changes in Certifying Accountant In connection with the Closing of the Transactions, the Company engaged Deloitte & Touche, LLP, as its independent registered public accounting firm effective Dec. 16, 2014. Deloitte has served as the independent registered public accounting firm of Sabine O&G since the year ended Dec. 31, 2012. During the years ended Dec. 31, 2013, and 2012 and through Dec. 22, 2014, Forest has not, nor has anyone on Forest's behalf, consulted with Deloitte with respect to either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Forest's consolidated financial statements, and neither a written report nor oral advice was provided to Forest that was an important factor Forest considered in reaching a decision as to any accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement. Concurrent with the appointment of Deloitte, Ernst & Young LLP was dismissed as independent registered public accounting firm of the Company effective Dec. 16, 2014. The decision to change the Company's independent registered public accounting firm has been approved by the Company's audit committee of Forest's board of directors. The audit report of Ernst & Young on the consolidated balance sheets of the Company as of Dec. 31, 2013, and 2012, and the related consolidated statements of operations, cash flows and shareholders' equity for the years then ended did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to audit scope or accounting principles. However, Ernst & Young's report did contain an explanatory paragraph indicating that there is substantial doubt about the Company's ability to continue as a going concern. The audit report of Ernst & Young on the effectiveness of the Company's internal control over financial reporting as of Dec. 31, 2013, contained an adverse opinion on the Company's internal control over financial reporting due to the effect of material weaknesses in the Company's internal controls as identified by management. These related to the design and operation of information technology general controls, specifically user access and program change management. This deficiency impacted controls over the financial statement close process and other review controls relying on electronic data that generally impacted all classes of transactions and thus all significant financial statement accounts. Further, the Company identified a material weakness related to the design and operating effectiveness of controls over the maintenance of its division of interests, and a material weakness related to the design and operating effectiveness of controls over its oil and gas property ceiling limitation test. Officers On Dec. 16, 2014, effective as of the Closing, the Board appointed the following individuals to serve as executive officers of the Company in the following capacities: * David J. Sambrooks, president and chief executive officer * R. Todd Levesque, executive vice president and chief operating officer * Cheryl R. Levesque, senior vice president, Asset Development * Timothy D. Yang, senior vice president, land & legal, general counsel, chief compliance officer and secretary Additional information is available for free at: http://is.gd/xOckCx http://is.gd/kzcmdQ About Forest Oil Forest Oil is an independent oil and gas company engaged in the acquisition, exploration, development, and production of oil, natural gas, and natural gas liquids ("NGLs") primarily in North America. Ernst & Young LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent accounting firm noted that the Company has determined that it expects to fail a financial covenant in its Credit Facility sometime prior to the end of 2014, which could result in the acceleration of all borrowings thereunder and the Company's senior unsecured notes due 2019 and 2020. This raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2014, the Company had $927.48 million in total assets, $1.07 billion in total liabilities and a $148.03 million total shareholders' deficit. * * * As reported by the TCR on Aug. 25, 2014, Standard & Poor's Ratings Services said that its 'B-' corporate credit rating and its other ratings on Denver-based Forest Oil Corp. remain on CreditWatch with positive implications, pending the close of a merger transaction with Sabine Oil & Gas LLC. FREESEAS INC: Stockholders Elected Two Directors ------------------------------------------------ At FreeSeas Inc.'s annual meeting of shareholders held on Dec. 18, 2014, the shareholders: (i) elected Mr. Ion G. Varouxakis and Mr. Dimitrios Panagiotopoulos as directors to serve until the 2017 Annual Meeting of Shareholders; (ii) ratified the appointment of RBSM LLP, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2014; (iii) granted discretionary authority to the Company's board of directors to (A) amend the Amended and Restated Articles of Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at ratios within the range from 1-for-2 up to 1-for- 10 and (B) determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive those fractions are determined, or to entitle shareholder to receive from the Company's transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-15, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the date of the Annual Meeting; and (iv) approved an amendment to the Amended and Restated Articles of Incorporation of the Company to increase the Company's authorized shares of common stock from 250,000,000 to 750,000,000. Mr. Ion G. Varouxakis, Chairman, president and CEO, commented: "Having taken note of today's Annual meeting results, we would like to reaffirm the Company's commitment to the public markets as a fully reporting entity. It is the intention of the Company, being eligible under Nasdaq rules to apply for the second 180-day compliance period of the minimum bid price requirement, to not effect a reverse split at this time. The Company is actively exploring financing structures to leverage its existing unencumbered assets in order to enlarge the fleet early next year. The increase of the fleet size will not only improve earnings potential, but is expected to improve investor confidence and restore shareholder value. This shall be our foremost priority for the new year." About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. FreeSeas Inc. reported a net loss of $48.70 million in 2013, a net loss of $30.88 million in 2012 and a net loss of $88.19 million in 2011. The Company's balance sheet at March 31, 2014, showed $79.78 million in total assets, $77.41 million in total liabilities, all current, and $2.37 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. GENERAL STEEL: Zuosheng Yu Reports 44.7% Stake as of Dec. 25 ------------------------------------------------------------ Zuosheng Yu disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 23, 2014, he was deemed to be the beneficial owner of 27,203,900 common shares, constituting 44.7% of the outstanding common Shares of General Steel Holdings, Inc., based upon the 60,922,382 Shares outstanding as of Dec. 4, 2014. Mr. Yu has the sole power to vote and dispose of the Shares held in his name. Mr. Yu, by virtue of being the settlor of The GSI Family Trust U/A/D 01/21/10 with sole power of revocation and serving as the sole member of the Investment Committee of the Trust, has voting and investment control over the securities held by the Trust. Mr. Yu indirectly has sole voting and investment control over the securities held by Golden Eight by virtue of having sole voting and investment control over the securities held by the Trust which holds the sole outstanding share of Golden Eight Investments Limited. In addition, Mr. Yu serves as sole director of Golden Eight. A copy of the regulatory filing is available at http://is.gd/iBgTHr About General Steel Holdings General Steel Holdings, Inc., headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. The Company has operations in China's Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin municipality with seven million metric tons of crude steel production capacity under management. For more information, please visit http://www.gshi-steel.com/ The Company reported a net loss of $42.62 million in 2013, a net loss of $231.94 million in 2012, a net loss of $283.29 million in 2011, and a net loss of $46.27 million in 2010. The Company's balance sheet at Sept. 30, 2014, showed $2.76 billion in total assets, $3.35 billion in total liabilities and a $584.01 million total deficiency. GEOPETRO RESOURCES: Depends on Add'l Financing to Pay Contracts --------------------------------------------------------------- GeoPetro Resources Company filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $451,053 on $nil of natural gas sales for the three months ended Sept. 30, 2014, compared to a net loss of $577,079 on $nil of natural gas sales for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $23.5 million in total assets, $8.61 million in total liabilities and total stockholders' equity of $14.88 million. GeoPetro's ability to meet its contractual obligations and remit payment under its arrangements with its vendors depends on its ability to generate additional financing. GeoPetro's management continues to renegotiate the terms of its existing borrowing arrangements and raise additional capital through debt and equity issuances. These conditions raise doubt about 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/ahbuYf Based in San Francisco, GeoPetro Resources Company explores and develops oil and natural gas reserves domestically and internationally. The Company previously entered into an Agreement and Plan of Merger with MCW Energy Group Limited and MCW CA SUB whereby Merger Sub will merge with and into the Company and the Company will survive the Merger and continue as a subsidiary of MCW. The Merger Agreement was terminated by mutual written consent in May 2014. GLOBAL CASH: Moody's Lowers Corporate Family Rating to B2 --------------------------------------------------------- Moody's Investors Service downgraded Global Cash Access, Inc.'s (GCA) Corporate Family Rating to B2 following the announced closing of its acquisition of Multimedia Games (MGAM). This action is in line with Moody's November 14, 2014 press release when ratings for the proposed financing were assigned assuming a downgrade in the CFR should the acquisition close. At the same time, Moody's affirmed GCA's B2-PD Probability of Default Rating, its B1 senior secured bank facility rating, and its Caa1 senior unsecured note rating. Moody's also assigned a B1 rating to the company's senior secured note issuance and a Speculative Grade Liquidity rating of SGL-2, and withdrew the ratings on the company's refinanced senior secured revolver and term loan. This action concludes the review Moody's initiated on September 8, 2014, when GCA's ratings were placed under review for downgrade. On December 19, 2014, GCA announced the completion of the acquisition of MGAM -- a manufacturer and supplier of gaming machines and systems. GCA originally announced the planned acquisition -- valued at approximately $1.2 billion -- on September 8, 2014. GCA's and MGAM's existing debt was repaid in full at the time of the transaction close and MGAM is now a wholly owned subsidiary of GCA. Moody's has taken the following actions: Ratings downgraded: Corporate Family Rating to B2 from B1 Ratings affirmed: Probability of Default Rating at B2-PD $50 million 5-year Senior Secured Revolving Credit Facility at B1 (LGD3) $500 million 6-year Senior Secured Term Loan B at B1 (LGD3) $350 million 7-year Senior Unsecured Notes at Caa1 (LGD5) Ratings assigned: $350 million 6.25-year Senior Secured notes at B1 (LGD3) Speculative Grade Liquidity rating of SGL-2 Ratings withdrawn: $35 million Senior Secured Revolving Credit Facility due March 2016 at B1 (LGD3) $96 million (outstanding) Senior Secured Term Loan B due March 2016 at B1 (LGD3) The outlook was changed from rating under review to stable. Ratings Rationale The B2 Corporate Family Rating considers GCA's significant leverage resulting from acquisition financing. On close, Moody's estimates that GCA will have pro forma debt/EBITDA of approximately 6.0x -- including consideration of approximately $30 million of cost synergies. Without these synergies, leverage is estimated at approximately 7.0x. This represents a material increase from GCA's standalone leverage of about 1.6x for the LTM period ended September 30, 2014. Moody's expects that leverage will improve somewhat over the near term, as an estimated $50 million of positive free cash flow over the next 12 months can be applied towards debt reduction beyond required amortization. However, Moody's estimates that debt/EBITDA would remain above 5.5x under such a scenario, which is still high at the B2 rating given the current challenges facing the gaming industry. The rating also reflects the company's small scale relative to rated peers in terms of revenue and integration risk as the company enters the highly competitive gaming device, content and systems market. While GCA has a track record of executing smaller acquisitions, the transformative nature of the MGAM acquisition introduces meaningful integration risk as well, with regards to (amongst other issues) attaining projected cost synergies. Notwithstanding these concerns, the acquisition will expand and diversify GCA's customer and revenue base while enhancing the company's scale in an intensely competitive gaming supply industry and broadening its product scope. MGAM continues to experience robust increases in participation revenue largely as a result of the continued expansion of the domestic installed player terminal base. GCA will see margin improvement as it acquires a company that has operating margins of about 27%, compared to GCA's margins of about 8%. Although not included in Moody's projections, cross- selling opportunities for gaming devices and systems into GCA's existing customer base have the potential to expand MGAM's market share -- particularly when the two largest players in the market are working through large acquisitions of their own -- which would lead to further increases in participation revenue. Moody's considers the cost synergies that management has targeted to be mostly achievable, because they relate primarily to the elimination of duplicative public company-related costs and gaining efficiencies in the individual manufacturing and assembly processes (for cash-access devices and gaming equipment). However, Moody's expectation of continued softness in the gaming sector and slower replacement cycles for gaming machines poses a significant challenge for the growth prospects of the combined business. The stable rating outlook assumes growth in MGAM's Gaming Operations will be sufficient to offset weakness in cash advance and ATM revenue -- which will account for more than 60% of revenues and 30% of earnings post-acquisition -- and mitigate potential volatility in MGAM's Machine Sales business. The stable outlook also assumes that the combined company will apply the majority of its free cash flow to debt reduction beyond any mandatory amortization resulting in debt/EBITDA decreasing to between 5.0x and 5.5x by the end of fiscal 2016. GCA's Speculative Grade Liquidity rating of SGL-2 reflects its good liquidity. Moody's expects GCA will generate about $50 million of free cash flow over the next 12 months after its interest, taxes, required debt amortization and capital expenditure needs. Cash balances (after settlement liabilities and receivables) are expected to be modest at about $15 million. GCA has access to a $50 million revolver that expires in 2019 which Moody's do not expect to be materially drawn over the next 12 months. GCA's credit agreement calls for a maximum secured leverage test which Moody's expects will have adequate cushion. The B2 Corporate Family Rating could be lowered if there is further deterioration in GCA's legacy cash services business such that it appears that the company will not be able to reduce and maintain debt/EBITDA below 6.0 times by the end of calendar year 2016. A higher rating would require GCA to achieve and maintain debt/EBITDA of about 4.5 times and maintain its good liquidity profile. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. GCA, a wholly owned subsidiary of Global Cash Access Holdings Inc., is a provider of cash access products and related services to the casino gaming industry. MGAM is a manufacturer and supplier of gaming machines and systems. On a pro forma basis, for the LTM period ended September 30, 2014, GCA generated revenue of about $800 million. GCA's parent is a public company and trades on the NYSE under GCA. GOPICNIC BRANDS: To Sell Packaged Meal Business at Auction ---------------------------------------------------------- Jacqueline Palank, writing for Daily Bankruptcy Review, reported that GoPicnic Brands Inc., whose packaged meals are sold in big- box retailers like Costco and Target, is heading to the auction block. According to the report, Judge Jacqueline Cox of the U.S. Bankruptcy Court in Chicago authorized the company to sell itself to the highest bidder at a Jan. 27 auction, court papers show. Headquartered in Chicago, Illinois, GoPicnic Brands, Inc., produces boxed meals and snack. Its products are available at more than 15,000 retail locations worldwide. GoPicnic Brands, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-43382) on Dec. 3, 2014, citing lack of growth and a dispute between the company's board and its former director. The petition was signed by Bret Lorenc, chief financial officer. GoPicnic Brands estimated its assets at between $1 million and $10 million, and its liabilities at between $1 million and $10 million. GREENSHIFT CORP: Enters Into Sixth Amended Forbearance Agreement ---------------------------------------------------------------- GreenShift Corporation, its subsidiaries and affiliates, Viridis Capital, LLC and YA Global Investments, L.P., entered into a Sixth Amendment to Second Global Forbearance Agreement. The Amendment recites that, as of Dec. 15, 2014, GreenShift was indebted to YA Global in the principal amount of $12,280,612, plus accrued interest and expenses of $6,363,736, under an Amended, Restated and Consolidated Secured Convertible Debenture dated as of July 30, 2011. In addition, GreenShift is indebted to various assignees of interests in the Debenture, for whom YA Global acts as collateral agent. The Amendment recites that on or about Dec. 12, 2014, YA Global became aware of certain events that are cause for termination of the Forbearance Agreement and enforcement of YA Global's rights in the event of default under the Debenture. Subsequently, Viridis Capital, LLC, the controlling shareholder of GreenShift, took certain actions as a result of the discovery of the termination events, including removal of certain officers and directors of GreenShift. The Amendment states that, in order to facilitate ongoing negotiations between GreenShift and YA Global, YA Global, for itself and its assignees, has agreed to forbear from enforcing its rights and remedies as a result of the termination events until Jan. 31, 2015, unless another termination event occurs. Meanwhile, on Dec. 19, 2014, Viridis Capital, LLC, converted 7,161 shares of Series D Preferred Stock into one billion (1,000,000,000) restricted shares of GreenShift common stock. Kevin Kreisler, the sole director and CEO of GreenShift Corporation, is the managing member of Viridis Capital, LLC. The shares owned by Viridis Capital, LLC, have been pledged to secure Viridis Capital, LLC's guarantee of GreenShift's obligation to its secured lenders. Upon the issuance of the common shares on December 22, 2014, there were 1,131,756,793 shares of common stock outstanding. About Greenshift Corporation Headquartered in New York, GreenShift Corporation develops and commercializes clean technologies designed to integrate into and leverage established production and distribution infrastructure to address the financial and environmental needs of its clients by decreasing raw material needs, facilitating co-product reuse, and reducing waste and emissions. Greenshift reported a net loss of $4.43 million on $15.49 million of total revenue for the year ended Dec. 31, 2013, as compared with net income of $2.46 million on $14.51 million of total revenue in 2012. The Company's balance sheet at Sept. 30, 2014, showed $4.64 million in total assets, $43.18 million in total liabilities and a $38.53 million total stockholders' deficit. Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company could be subject to default of its senior debt obligation in 2014 if a condition to a forbearance agreement that is not within the Company's control is not satisfied. These conditions raise substantial doubt about its ability to continue as a going concern. HAITI TELECOMMUNICATIONS: Judge Dismisses Claims Against TELECO --------------------------------------------------------------- Madsen Law, P.C. on Dec. 22 disclosed that a federal judge dismissed all claims brought against Les Telecommunications D'Haiti S.A.M (TELECO), Haiti's local telecommunications provider, by Haiti Telecommunications International S.A. (HAITEL) and its founder Franck Cine. In a sweeping ruling Judge Jack B. Weinstein rejected all accusations that TELECO had used its influence as a government-controlled entity to extort licensing fees from Haitel with the objective of driving it out of business. Bertrand Madsen of Madsen Law, P.C. who represented TELECO noted, "This ruling is a testament to the rule of law. Judge Weinstein's decision is a warning to those who purport to contract with corporations by dealing with rogue employees who act beyond their authority." Mr. Cine and HAITEL -- represented by the former U.S. Attorney for the Southern District of Florida, Guy A. Lewis of the law firm LEWIS TEIN PL -- sought an award of more than US$ 240 million, representing the value of Mr. Cine's personal assets (US$ 96.75 million) and HAITEL'S assets (US$ 150 million) which have been seized in on-going bankruptcy proceedings in Haiti. Under the terms of a dubious agreement signed by the parties in 1998, Mr. Cine and HAITEL also sought an order compelling TELECO to arbitrate their claims in Bermuda. TELECO argued that the arbitration agreement was null and void because its representative had exceeded the scope of his employment powers when he signed it without authorization from the company's board of directors. According to Mr. Madsen, "This contract was signed under dubious circumstances by Teleco's general director in 1998, without any involvement from Teleco's board of directors and in contravention to Haitian law." Following a two-day trial, Judge Weinstein ruled that TELECO had no obligation to submit to arbitration because the parties' agreement was invalid. The judge found that TELECO's case had been proven "by clear and convincing evidence" and that "Haitel has no right to arbitrate disputes it has with TELECO." Salim Succar, a spokesperson for Cabinet Lissade in Haiti, stated that with the ruling "justice had prevailed." Bertrand Madsen of MADSEN LAW P.C. and Silvia Serpe of SERPE RYAN LLP -- both former Assistant U.S. Attorneys in the Southern District of New York -- represented TELECO in the United States, and Louis Gary Lissade of Cabinet Lissade did so in Haiti. HEALTHWAREHOUSE.COM INC: Osgar Has 6.5% Stake as of Dec. 1 ---------------------------------------------------------- Osgar Holdings Ltd. and Hong Penner disclosed in a regulatory filing with the U.S. Securities and Exchange Commission on Dec. 1, 2014, that they beneficially owned 2,500,000 shares of common stock of HealthWarehouse.com, Inc., representing 6.5 percent of the shares outstanding. Ms. Penner is the president, sole stockholder and a director of Osgar. Accordingly, the shares of common stock owned by Osgar may be deemed to be beneficially owned by Ms. Penner. A copy of the regulatory filing is available for free at http://is.gd/0zH0Z4 About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter ("OTC") medical products. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. Healthwarehouse.com Inc., reported a net loss attributable to common stockholders of $7.30 million following a net loss attributable to common stockholders of $6.26 million during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $2.19 million in total assets, $5.83 million in total liabilities, and a $3.64 million in total stockholders' deficiency. Bankruptcy Warning "The Company recognizes it will need to raise additional capital in order to meet its payment obligations... and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, attempt to negotiate the preferred stock redemption and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operation and /or seek reorganization under the U.S. bankruptcy code," the Company stated in the Report. HERON LAKE: Declares Cash Distribution for January 2015 ------------------------------------------------------- The Board of Governors of Heron Lake BioEnergy, LLC, declared a cash distribution of $0.12 per membership unit to the holders of record of the Company's units at the close of business on Dec. 18, 2014, for a total distribution of $9,351,852. The Company expects to pay the distribution by the end of January 2015, subject to approval from the Company's lender. Heron Lake also disclosed that it sent a letter to its members announcing its estimate of tax liability of members for its tax year ended Dec. 31, 2014. "Based on our preliminary financial results, we anticipate you may have approximately $.10 income per membership unit (full year owners) of taxable income reported to you on your K-1 & KPI forms for the 12-months ending December 31, 2014. If you owned your membership units, or a portion of them, for less than this entire calendar year, your share of company income or loss will be pro- rated to show the amount for the portion of the year that you owned the units. Your K-1 & KPI forms will reflect any pro-ration based on a change in your unit ownership." About Heron Lake Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol plant in Heron Lake, Minnesota. After completing a conversion in November 2011, the Company is now a natural gas fired ethanol plant. Its subsidiary, HLBE Pipeline Company, LLC, owns 73 percent of Agrinatural Gas, LLC, the pipeline company formed to construct, own, and operate a natural gas pipeline that provides natural gas to the Company's ethanol production facility through a connection with the natural gas pipeline facilities of Northern Border Pipeline Company in Cottonwood County, Minnesota. Its subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities at Lakefield and Wilder, Minnesota. At nameplate, the Company's ethanol plant has the capacity to process approximately 18.0 million bushels of corn each year, producing approximately 50 million gallons per year of fuel-grade ethanol and approximately 160,000 tons of distillers' grains with soluble. Heron Lake reported net income of $2.26 million on $163.76 million of revenues for the year ended Oct. 31, 2013, as compared with a net loss of $32.35 million on $168.65 million of revenues for the year ended Oct. 31, 2012. As of July 31, 2014, the Company had $66.70 million in total assets, $15.92 million in total liabilities and $50.77 million in total members' equity. Boulay PLLP, in Minneapolis, Minnesota, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2013. The independent auditors noted that the Company has incurred losses due to difficult market conditions and had lower levels of working capital than was desired. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Our loan agreements with AgStar are secured by substantially all business assets and are subject to various financial and non- financial covenants that limit distributions and debt and require minimum debt service coverage, net worth, and working capital requirements. The Company was in compliance with the covenants of its loan agreements with AgStar as of October 31, 2013. In the past, the Company's failure to comply with the covenants of the master loan agreement and failure to timely pay required installments of principal has resulted in events of default under the master loan agreement, entitling AgStar to accelerate and declare due all amounts outstanding under the master loan agreement. If AgStar accelerated and declared due all amounts outstanding under the master loan agreement, the Company would not have adequate cash to repay the amounts due, resulting in a loss of control of our business or bankruptcy," the Company said in its annual report for the year ended Oct. 31, 2013. HUNTINGTON BEACH SCHOOL DISTRICT: On Fin'l Brink Due to Asbestos ---------------------------------------------------------------- Nicole Knight Shine, writing for Los Angeles Times, reported that the Huntington Beach School District, a small school district in Orange County, California, is reeling under a multimillion-dollar budget shortfall following the closure of campuses and bus students in the wake of an asbestos scare. According to the report, Wendy Benkert, assistant superintendent for business services at the Orange County Department of Education, told trustees for Ocean View School District, that the district has run through $2.9 million of $4.3 million in general fund emergency reserves and faces an additional $9.2 million in costs related to asbestos removal and a modernization project at 11 schools. Should the Huntington Beach school district fail to close its $7.8-million shortfall, it might need emergency funding or could be taken over by the state, Benkert warned, the report further related. I2A TECHNOLGIES: Wants Access to Heritage Bank's Cash Approved -------------------------------------------------------------- i2a Technologies, Inc., asks the Bankruptcy Court to approve a second stipulation entered with secured creditor Heritage Bank of Commerce in relation to the use of cash collateral. Pursuant to the second cash collateral stipulation, the Debtor is authorized to use the cash collateral of HBC pursuant to the initial budget attached to the second cash collateral stipulation until Dec. 31, 2014; and thereafter until Feb. 28, 2015, pursuant to budgets to be provided to HBC for the months of January and February. During the initial month of the second cash collateral stipulation, the Debtor will use $111,760 of cash collateral. As a condition of the use of the cash collateral pursuant to the second cash collateral stipulation, HBC will be granted a postpetition replacement lien solely to the extent there is any diminution in the value of HBC's prepetition collateral. In addition, Wells Fargo Bank will also be given a replacement lien on the same terms as HBC and to the same extent, validity and priority of any prepetition lien. Concurrently with the second cash collateral stipulation, the Debtor and HBC are entering into a stipulation for relief from stay in favor of HBC if by Feb. 28, 2015, certain events in the case have not taken place. Finally, under the second cash collateral stipulation, HBC will be paid an adequate protection payment of $3,500 in December, $8,000 in January and $8,000 in February. Wells Fargo will be paid adequate protection payments of $1,500 in December, January and February. The Debtor would use the collateral in order to continue to operate its business. A copy of the terms of the stipulation is available for free at http://bankrupt.com/misc/i2aTechnologies_48_motionCCHeritage.pdf In a previous filing, the Debtor sought to use $111,760 of cash collateral for the month of December 2014, plus such additional cash collateral of the entity with the senior interest in it, Heritage Bank of Commerce. The Debtor acknowledges that, as of the Petition Date, the outstanding principal indebtedness owed to HBC pursuant to the Loans is $1,424,500. The Debtor will make adequate protection payments to HBC in an amount not less than $8,000 per month. HBC will authorize as part of the operating budget, an adequate protection payment to Wells Fargo bank of $1,500 per month. About i2a Technologies Based in Fremont, California, i2a Technologies, Inc. -- http://www.ipac.com/-- provides manufacturing services to semiconductor and electronics industries including integrated circuit packaging, system and module assembly, wafer bumping, and related services. The Company filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 14-44239) on Oct. 20, 2014. The case is assigned to Judge Charles Novack. The petition was signed by Victor Batinovich, the CEO. The Debtor estimated assets and liabilities of $10 million to $50 million. The Debtor is represented by Eric A. Nyberg, Esq., at Kornfield, Nyberg, Bendes & Kuhner, P.C. The Debtor disclosed $6,788,961 in assets and $3,263,172 in liabilities as of the Chapter 11 filing. INFINITY ENERGY: Incurs $716,000 Net Loss in Third Quarter ---------------------------------------------------------- Infinity Energy Resources, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a loss applicable to common shareholders of $716,256 for the three months ended Sept. 30, 2014, compared to a loss applicable to common shareholders of $639,477 for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a loss applicable to common shareholders of $3.25 million compared to a loss applicable to common shareholders of $4.34 million for the same period a year ago. The Company had no revenues in either 2014 or 2013. It focused solely on the exploration, development and financing of the Nicaraguan Concessions. As of Sept. 30, 2014, the Company had $9.72 million in total assets, $12.56 million in total liabilities and a $2.84 million total stockholders' deficit. "The Company conducted an environmental study and developed geological information from the reprocessing and additional evaluation of existing 2-D seismic data acquired over its Nicaraguan Concessions. It issued letters of credit totaling $851,550 for this and additional work on the leases as required by the Nicaraguan Concessions which letters of credit have now expired. The Company is in negotiations with the Nicaraguan Government and its lenders to renew the letters of credit, although there is no assurance that it will be successful in that regard. The Company has completed certain activity under the initial work plan to date, but there remain significant additional activities to comply with the Nicaraguan Concessions. The Company intends to seek joint venture or working interest partners prior to the commencement of any significant exploration or drilling operations on the Nicaraguan Concessions. The Company satisfied its commitment under the Nicaraguan Concessions to acquire, process and interpret additional 2-D/3-D seismic data. The Company is evaluating the newly acquired seismic data and is in process of selecting potential exploratory drill sites in accordance with the Nicaragua Concessions. The Company must gain approval of the drill sites upon submission of an updated environmental impact assessment before commencing with exploration activities. The Company currently does not have the working capital to complete the activities required by the work plan and consequently it must raise the necessary funding to fulfill such requirements. This are substantial operational and financial issues that must be successfully mitigated during 2014 and 2015 or the Company's ability to satisfy the conditions necessary to maintain its Nicaragua Concessions will be in significant doubt." A full-text copy of the Q3 Form 10-Q is available for free at: http://is.gd/hqsH8h Infinity Energy separately filed its quarterly report for the second quarter of 2014 disclosing a net loss applicable to common shareholders of $625,070 compared to a net loss applicable to common shareholders of of $1.55 million for the same period in 2013. For the six months ended June 30, 2014, the Company reported a net loss applicable to common shareholders of $2.54 million compared to a net loss applicable to common shareholders of $3.70 million for the same period during the prior year. A full-text copy of the Q2 Form 10-Q is available for free at: http://is.gd/pfbp6h About Infinity Energy Overland Park, Kansas-based Infinity Energy Resources, Inc., and its subsidiaries, are engaged in the acquisition and exploration of oil and gas properties offshore Nicaragua in the Caribbean Sea. Infinity Energy reported a net loss applicable to common shareholders of $5.58 million for the year ended Dec. 31, 2013, compared to net income applicable to common shareholders of $894,570 for the year ended Dec. 31, 2012. EKS&H LLLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses, has no on-going operations, and has a significant working capital deficit, which raises substantial doubt about its ability to continue as a going concern. INTELLIGENT LIVING: Lack of Capital Raises Going Concern Doubt -------------------------------------------------------------- Intelligent Living Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $672,138 on $452,124 of sales for the three months ended Sept. 30, 2014, compared with a net income of $598,506 on $358 of sales for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $3.05 million in total assets, $5.24 million in total liabilities and total stockholders' deficit of $2.19 million. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the nine months ended Sept. 30, 2014, the Company realized an operating loss of $3.73 million, and had a working capital deficit of $3.05 million as of Sept. 30, 2014. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These facts raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/oNuRxy Intelligent Living Inc., formerly Feel Golf Co., Inc., is a developer of healthy aging software tracking systems and wellness centers, which will provide integrated services promoting optimal health and wellness programs. The services to be offered by the Company are personalized programs and regimens developed by nutritionists, fitness specialists and hormone replacement therapists. The Company focuses to offer the benefits of tailored nutritional programs and its products, combined with healthy-aging bio-identical hormone replacement therapies (BHRT). The Company provides services, such as Age Management Medicine, Excercise & Nutrition, MIND360.COM, Nutraceuticals, Hormone Therapy, and Business Solutions. In April 2014, the Company incorporated a subsidiary company called Provectus and, in doing so, has merged the assets of both Venturian Group of Miami and Perfect Solutions of Northfield, NJ into the subsidiary. INTERFACE SECURITY: Has $15.5-Mil. Net Loss in 3rd Quarter ---------------------------------------------------------- Interface Security Systems Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $15.5 million on $32.4 million of total revenue for the three months ended Sept. 30, 2014, compared with a net loss of $12.3 million on $32.6 million of total revenue for the same period in the prior year. The Company's balance sheet at Sept. 30, 2014, showed $174 million in total assets, $304 million in total liabilities, $163 million in total mezzanine equity and a stockholders' deficit of $294.22 million. On May 16, 2014, the Company entered into a waiver, consent and second amendment to its revolving credit facility with the lender, which (i) amended the revolving credit facility to permit, and in which the lender consented to, certain events in connection with certain reorganization transactions; (ii) amended the revolving credit facility to provide that a "change of control" in the indenture governing the 12.50% / 14.50% Senior Contingent Cash Pay Notes of Master Holdings (the "Master Holding Notes") will constitute a "change in control" under the revolving credit facility; and (iii) waived any defaults in connection with the Company's prior substantial doubt about its ability to continue as a going concern. On Aug. 15, 2014, the Company entered into a third amendment to its Revolving Credit Facility with the lender, which increased the amount of capital leases, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business, in an aggregate principal amount, including all new indebtedness incurred to renew, refund, refinance, replace, defease or discharge any existing indebtedness incurred not to exceed $5 million at any time outstanding, less the outstanding amount of any capital leases disclosed. A copy of the Form 10-Q is available at: http://is.gd/bFL5zq Interface Security Systems Holdings, Inc., through its subsidiary Interface Security Systems, LLC, provides electronic-security services. The company provides intrusion alarms, fire/life safety and evacuation systems, fire sprinkler monitoring, access control, camera surveillance, integrated systems, remote video solutions, GPS tracking, music and home theater, electronics networks, U.L. certification, testing and maintenance services. The company serves commercial and residential customers in Illinois, Indiana, Missouri, Arkansas, Tennessee, Louisiana, Mississippi and Texas, and California. Interface Security Systems Holdings, Inc. is based in Earth City, Missouri. JOSEPH PAYNE: Bank's Deed of Trust on Residence Not Avoidable ------------------------------------------------------------- More than 11 years after their chapter 11 plan was confirmed and their bankruptcy case closed, debtors Joseph and Brenda Payne have reopened the chapter 11 bankruptcy case in an effort to avoid the deed of trust held by People's Community Bank in their residence, and to modify their completed plan to treat the Bank as unsecured. At issue primarily is whether the parties intended in the confirmed plan to substitute the Debtors' commercial property as the Bank's collateral in place of the Debtors' residence, as the Debtors claim, or whether the plan contains an scrivener's error, as the Bank responds. If the Debtors are correct, the Bank is now unsecured because the Debtors' commercial property was foreclosed upon by another creditor in 2004. In the event that the court decides against the Debtors on the primary issue, the Debtors have also raised two state law objections to the Bank's efforts to foreclose on the Debtors' residence, namely, that the Bank does not have a note to enforce and the Bank's deed of trust is no longer valid because it was not enforced within 10 years of the debt's maturity as required by Tenn. Code Ann. Sec. 28-2-111. In a December 23 Memorandum available at http://is.gd/cqRv3afrom Leagle.com, Chief Bankruptcy Judge Marcia Phillips Parsons rejects all of the Debtors' claims. The Bank's deed of trust on the Debtors' residence is enforceable and may not be avoided by the Debtors. The adversary case is, JOSEPH C. PAYNE, SR. and BRENDA G. PAYNE d/b/a J & J Marine Sales & Service, Plaintiffs, v. FIRST COMMUNITY BANK d/b/a Peoples Community Bank and STEVEN C. HURET, in his capacity as Substitute Trustee, Defendants, ADV. PRO. 14-5006 (Bankr. E.D. Tenn.). The Paynes are represented by: Mark S. Dessauer, Esq. HUNTER, SMITH & DAVIS, LLP 1212 North Eastman Road Kingsport, TN 37664 Tel: 423) 378-8840 E-mail: dessauer@hsdlaw.com The Defendants are represented by: Steven C. Huret, Esq. Robert L. Arrington, Esq. WILSON WORLEY PC 2021 Meadowview Lane, 2nd Fl. P.O. Box 88 Kingsport, TN 37662 Tel: (423) 723-0417 Fax: (423) 723-0429 E-mail: shuret@wilsonworley.com The bankruptcy case is In re JOSEPH C. PAYNE, SR. and BRENDA G. PAYNE d/b/a J & J Marine Sales & Service, Chapter 11, Debtors, Case No. 02-22927 (Bankr. E.D. Tenn.). KEMET CORP: Hikes Loan Agreement with BofA to $60 Million --------------------------------------------------------- Kemet Electronics Corporation, Kemet Foil Manufacturing, LLC, Kemet Blue Powder Corporation, The Forest Electric Company (U.S. Borrowers), Kemet Electronics Marketing (S) Pte Ltd., a Singapore corporation (Singapore Borrower), and the financial institutions party thereto as lenders and Bank of America, N.A., as agent for the lenders entered into amendment no. 6 to the loan and security agreement dated Sept. 30, 2010, as amended which provided a $50 million revolving credit to the Borrowers. Under the terms of the Amendment the revolving credit facility is increased to $60 million, with an accordion feature permitting the U.S. Borrowers to increase commitments under the Facility to an aggregate principal amount up to $15 million subject to terms and documentation acceptable to the Agent and/or the Lenders. All obligations under the Facility are secured by the Collateral under the existing Loan and Security Agreement, and the expiration date of the Facility is extended to Dec. 19, 2019. The principal features of the Amendment include: A decrease in the applicable margins under the U.S. facility to a range of 2.00% to 2.50% for LIBOR advances and 1.0% to 1.50% for base rate advances, and under the Singapore facility to a range of 2.25% to 2.75% for LIBOR advances and 1.25% to 1.75% for base rate advances. A decrease to 1.0 to 1.0 in the Fixed Charge Coverage Ratio as defined in the existing Loan and Security Agreement, which must be maintained as at the last day of each fiscal quarter ending immediately prior to or during any period in which any of the following occurs and is continuing until none of the following occurs for a period of forty-five consecutive days: (i) an Event of Default, (ii) aggregate availability under the Facility is less than the greater of (A) 12.5% of the Facility or (B) $7.5 million or (iii) U.S. availability under the Facility is less than $3.75 million. A copy of the Amended Loan and Security Agreement, Waiver and Consent is available at http://is.gd/ZXZ5bS 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. LAKELAND INDUSTRIES: To Repay Banco Mercantil Loans --------------------------------------------------- Lakeland Brazil SA, a wholly-owned subsidiary of Lakeland Industries, Inc., entered into an agreement with its existing lender, Banco Mercantil do Brasil SA, to repay in full two outstanding loans with an aggregate amount of principal and interest due of $R1,048,452 (approximately USD $391,000) for a cash payment of $R600,000 (approximately USD $224,000), or a discount of 42% on the combined debt. About Lakeland Industries Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and sells a comprehensive line of safety garments and accessories for the industrial protective clothing market. The Company reported a net loss of $26.3 million on $95.1 million of net sales for the year ended Jan. 31, 2013, as compared with a net loss of $376,825 on $96.3 million of sales for the year ended Jan. 31, 2012. In their report on the consolidated financial statements for the year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham, Alabama, expressed substantial doubt about Lakeland Industries' ability to continue as a going concern. The independent auditors noted that Company is in default on certain covenants of its loan agreements at Jan. 31, 2013. As of Oct. 31, 2014, the Company had $86.76 million in total assets, $31.80 million in total liabilities and $54.95 million in total stockholders' equity. LAKSHMI HOSPITALITY: Friedman Law Approved as Bankruptcy Counsel ---------------------------------------------------------------- The Bankruptcy Court authorized Lakshmi Hospitality Group, LLC, to employ Friedman Law Group, P.C., as counsel. In this relation, the Court also approved a stipulation resolving the objection of the U.S. Trustee to the Debtor's motion to employ Friedman. As reported in the Troubled Company Reporter on Nov. 19, 2014, Friedman submitted a reply to the U.S. Trustee's opposition to the Debtor's application to employ the firm. Stephen F. Biegenzahn, Esq., of Friedman Law, noted that in summary, the U.S. Trustee complained: -- that the motion combines two application into one; -- that any treatment of interim compensation must be a separate written request of the court; -- about the "earned receipt" provisions in the retention agreement; and -- about the arbitration provisions in the retention agreement. Mr. Biegenzahn said that the application sought to comply with the contentions raised. He asserts that the application stated explicitly that the Firm intends to make a separate request of the Court for payment procedure. The firm, Mr. Biegenzahn further asserted, caused a separate motion for the establishment of interim fee procedure in conformity with the fee procedure motion. He maintains that the fee procedure motion should resolve the U.S. Trustee's concerns over the firm's treatment of the Debtor's prepetition retainer. With respect to the criticism by the U.S. Trustee regarding the arbitration provisions included in the Firm's retention letter, suffice it to say that they are included, in part, because the California Business & Professions Code mandates fee arbitration for professionals, Mr. Biegenzhan said. Moreover, he added, the provisions relating to the American Arbitration Association relate only to the eventuality that the Debtor files a "malpractice/ negligence claim against the firm." About Lakshmi Hospitality Group Lakshmi Hospitality Group, LLC, owner of a hotel in Fenton, Missouri, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal. Case No. 14-07199) in San Diego, California, on Sept. 5, 2014. Plyush Mehta signed the petition as authorized signatory. The Debtor disclosed total assets of $12.7 million and total liabilities of $8.1 million. The case is assigned to Judge Margaret M. Mann. The Debtor has tapped J. Bennett Friedman, Esq., at Friedman Law Group, P.C., in Los Angeles, as counsel. * * * The U.S. Trustee was unable to form a committee of unsecured creditors. LAURENTIAN ENERGY: Moody's Maintain Ba2 Rating on $40.9MM Bonds --------------------------------------------------------------- Moody's Investors Service has maintained the Ba2 rating and stable outlook to on Laurentian Energy Authority I, LLC's (LEA) $40.9 million in outstanding cogeneration revenue bonds series 2005A and 2005B. Ratings Rationale The Ba2 rating remains supported by a revenue stream underpinned by a long-term Power Purchase Agreement with Northern States Power, MN (NSP: A2, stable) that extends for five years beyond the debt maturity and the importance of biomass generation and steam generation for NSP and the host municipalities. The rating also considers the Biomass Mandate which provides legislative support for the project which was fortified by the project and utility off-taker being able to amend the PPA terms in October 2013 in a manner that seeks to preserve the project's viability. The rating is tempered by a substantially above market, energy- only PPA, the loss of which would result in meaningful cash-flow reduction; historically weak financial metrics; the lack of rate covenants; short-term biomass fuel supply contracts with suppliers of unknown credit quality; and likely use of existing liquidity during the term of the debt and certain deficiencies with respect to internal financial controls and segregation of duties. Outlook The stable outlook reflects MPUC approval of the PPA amendment, which stabilizes annual cash flow at the project and Moody's expectation that the project will continue achieving biomass content thresholds as prescribed under the terms of the PPA. The stable outlook also reflects Moody's expectation that the Virginia facility will be up and running as expected in mid-January and that financial performance in 2015 will revert to levels closer to 1.0x as Moody's expect. What Could Make The Rating Go -- UP Given the current outage, the rating is not likely to face upward pressure at this time. Longer-term, the rating could be upgraded if operating performance returns to historical levels on a sustained basis, if LEA generates excess cash sufficient to reduce accounts payable levels with member utilities, and should the project's cash flow improvement materialize resulting in consistent DSCRs that are above 1.2x. What Could Make The Rating Go -- DOWN The rating could face downward pressure if turbine #6 at Virginia does not return to service as anticipated in Q1 2015, if operational challenges become more a chronic occurrence resulting in lower than committed energy production, less revenue received by the authority, and sustained DSCRs that are below 0.9x, if the project regularly or materially draws on its debt service reserve fund to satisfy annual debt service existing liquidity; or if the project faces penalties for failing to meet biomass component of at least 75%. Strengths: -- Long-term off-take agreement with investment grade off-taker extending five years beyond debt maturity -- Above average liquidity for municipal infrastructure financings -- Willingness of member utilities to absorb certain project operating costs -- Regulatory importance to the off-taker -- Importance of project to steam off-takers -- Demonstrated history of meeting biomass content under the PPA Weaknesses: -- Weak financial performance with debt service coverage at or below 1.0x -- Substantially above market price for power and energy-only PPA -- Relatively short operating history as a biomass generating unit -- Potential for future environmental challenges and aging assets -- Lack of a rate covenant with no distribution test -- Punitive penalty regime under the PPA -- Biomass fuel supply risk Rating Methodology The principal methodology used in this rating was Power Generation Projects published in December 2012. LEHMAN BROTHERS: Sues St. Louis University Over Swaps ----------------------------------------------------- Joseph Checkler, writing for Daily Bankruptcy Review, reported that Lehman Brothers Holdings Inc.'s estate is suing Saint Louis University over soured interest-rate swaps agreements, the latest in a string of such suits filed by the defunct investment bank. According to the report, in a filing with U.S. Bankruptcy Court in Manhattan, Lehman said that after the bank's 2008 bankruptcy filing caused a termination of the swap deals, the university used a "commercially unreasonable" method to determine how much it owed Lehman. Instead of seeking four dealers to estimate the value of the swaps, the school sought nine quotations and only used four of those in an attempt to "lowball" Lehman, Lehman said, the report added. 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. As of Oct. 2, 2014, Lehman's total distributions to unsecured creditors have amounted to $92.0 billion. As of Sept. 30, 2014, the brokerage trustee has substantially completed customer claims distributions, distributing more than $106 billion to 111,000 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. LOAN EXCHANGE: Hires County Law Center's Marc Duxbury as Attorney ----------------------------------------------------------------- Loan Exchange Group seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Marc A. Duxbury and County Law Center as attorney. The Debtor requires County Law to: (a) represent the Debtor in the Chapter 11 case and to advise the Debtor as to its rights duties and powers as debtor-in- possession; (b) prepare and file all necessary statements, schedules, and other documents as deemed necessary for proper administration of this estate in the formulation, negotiation and reorganization of this Debtor; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials and other proceedings in this case; and (d) perform other legal services as may be necessary in connection with this case. County Law will be paid at these hourly rates: Marc A. Duxbury $350 Paralegal $185 County Law will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor will pay County Law a retainer of $20,000 for services performed or to be performed under this contract. Marc A. Duxbury assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. County Law can be reached at: Marc A. Duxbury, Esq. COUNTY LAW CENTER 1901 Camino Vida Roble, Suite 114 Carlsbad, CA 92008 Tel: (760) 438-5291 Fax: (760) 438-4298 Loan Exchange Group filed a Chapter 11 petition (Bankr. C. D. Calif. Case No. 11-21085) on Sept. 16, 2011, in San Fernando Valley, California, Marc A. Duxbury, Esq., at County Law Center, in Carlsbad, Calif., serves as counsel to the Debtor. The Debtor disclosed $12,050,570 in assets and $5,170,968 in liabilities as of the Chapter 11 filing. LOUIS GHERLONE: Ch.7 Trustee May Recoup $80,000 From MDC -------------------------------------------------------- Chief Bankruptcy Judge Julie A. Manning in Connecticut directed MDC Corporation to disgorge $80,000, plus interest, on account of unauthorized postpetition transfers from the estate of Louis Gherlone Excavating, Inc. Richard M. Coan, the Chapter 7 Trustee for LGE, sued MDC and its principal, Mr. Leo D. Caldarella, arguing that various transfers made to MDC are avoidable as unauthorized postpetition transfers under 11 U.S.C. Sec. 549 and to recover those transfers under 11 U.S.C. Sec. 550. Trial was held in the matter on April 24, 2014 and May 12, 2014. A copy of the Court's Memorandum of Decision dated Dec. 19 is available at http://is.gd/sSzGJvfrom Leagle.com. The case is, RICHARD M. COAN, TRUSTEE, Plaintiff, v. MDC CORPORATION AND LEO D. CALDARELLA Defendants, ADV. PRO. NO. 12- 03073 (Bankr. D. Conn.). Attorney for the Trustee: Timothy D. Miltenberger, Esq. COAN LEWENDON GULLIVER & MILTENBERGER 495 Orange Street New Haven, CT 06511 Attorneys for the Defendant: Mark Shipman, Esq. Charles Scott Schwefel, Esq. SHIPMAN STOKESBURY & FINGOLD LLC 20 Batterson Park Road, Suite 120 Farmington, CT 06032 LGE filed a voluntary Chapter 11 bankruptcy case (Bankr. D. Conn. Case No. 10-31517) on May 20, 2010. On February 16, 2011, the LGE Chapter 11 case was converted to a Chapter 7 case and Richard M. Coan was appointed to serve as the Trustee. LRM MANAGEMENT: Case Summary & 3 Unsecured Creditors ---------------------------------------------------- Debtor: LRM Management, Inc. P.O. Box 9238 Lombard, IL 60148 Case No.: 14-45528 Chapter 11 Petition Date: December 23, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Janet S. Baer Debtor's Counsel: David P Lloyd, Esq. DAVID P. LLOYD, LTD. 615B S. LaGrange Rd. LaGrange, IL 60525 Tel: 708 937-1264 Fax: 708 937-1265 Email: courtdocs@davidlloydlaw.com info@davidlloydlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lajpat R. Madan, president. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb14-45528.pdf MASSILLON, OH: Moody's Affirms Ba1 GO Limited Tax Bonds Rating -------------------------------------------------------------- Moody's Investors Service has affirmed the Ba1 rating on the City of Massillon's (OH) outstanding general obligation limited tax bonds. The bonds are secured by the city's general obligation limited tax (GOLT) pledge, subject to the State of Ohio's (Aa1 stable) statutory 10-mill limitation. Concurrently, the Moody's has revised the outlook to stable from negative. The city has $15.4 million of GOLT debt outstanding, of which $8.5 million is rated by Moody's. Summary Ratings Rationale The Ba1 rating reflects the city's moderately-sized tax base; below average socioeconomic profile; narrow, though improved, General Fund position following the designation of fiscal emergency by the state; partial progress on implementation of the city's financial recovery plan; constrained financial flexibility due to lack of voter and council support to enhance revenues; manageable debt profile; and above average exposure to unfunded pension liabilities. The stable outlook reflects Moody's expectation that the city will be able to maintain its current financial position given recent revenue enhancements and expenditure reductions as well as strong state oversight of financial operations. It is unlikely, however, that the city's financial position will improve dramatically without significant revenue enhancements which voters have failed to approve in several elections. Strengths -- Diversified tax base with growing food processing and natural gas sectors -- Growing income tax collections -- Approval and partial implementation of a financial recovery plan Challenges -- Narrow general fund balance and very limited cash reserves -- Highly dependent on economically sensitive income tax revenues -- Limited willingness of voters and City Council to raise revenues Outlook The stable outlook reflects Moody's expectation that the city will be able to maintain its current financial position given ongoing state oversight of financial operations. The city has also demonstrated two years of balanced operations through expenditure reductions and modest revenue enhancements, and Moody's expect this trend to continue. It is unlikely, however, that the city's financial position will improve dramatically without significant revenue enhancements, which voters have failed to approve in several elections. What could change the rating -- UP: -- Demonstrated trend of balanced operations and positive cash carryover -- Increased General Fund reserves What could change the rating -- DOWN: -- Significant declines in the local economy and tax base resulting in decreased income tax revenues -- Return to imbalanced operations and General Fund balance deficits -- Failure to pay contractually required payments such as debt service, pension, and payroll Principal Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. MDM GOLF: Court Permits GRG to Proceed With Foreclosure ------------------------------------------------------- Connecticut Bankruptcy Judge Albert S. Dabrowski lifted the automatic stay in the Chapter 11 case of MDM Golf of Gillette Ridge, LLC, to allow GRG Acquisitions, LLC to continue to prosecute to conclusion (including any appeals) a foreclosure action, and otherwise exercise its rights, if any, with respect to the Debtor's golf course property in accordance with applicable state law. The Debtor's "single asset" is real property located in the town of Bloomfield, Connecticut, which property is operated as a 18- hole golf course. On March 19, 2014, GRG commenced a state court foreclosure action related to the Golf Course Property (and certain personal property) in the Superior Court for the State of Connecticut, at Hartford, Docket No. CV-14-6050052. In the Foreclosure Action, the Superior Court found the fair market value of the Golf Course Property to be $1,300,000. By order of the Superior Court dated June 30, 2014, a Judgment of Strict Foreclosure entered in the Foreclosure Action, wherein the Superior Court found the debt due to the Movant as of that date to be $4,151,456.63, together with an appraisal fee of $20,499.00, title fee in the amount of $150.00 and legal fees in the amount of $63,236.66. Pursuant to the terms of the Judgment, the Debtor had until August 4, 2014 to redeem the Golf Course Property, but it failed to do so. The Debtor filed the bankruptcy petition prior to the time that title to the Golf Course Property and the personal property vested in GRG. The Debtor filed its Chapter 11 Plan on October 6, 2014, within 90 days of the entry of the order for relief in this case. The Debtor has not commenced monthly payments as required by Bankruptcy Code Sec. 362(d)(3)(B). The Debtor does not have equity in the Golf Course Property. A copy of the Court's December 23, 2014 Brief Memorandum and Order is available at http://is.gd/38yrTufrom Leagle.com. MDM Golf of Gillette Ridge, LLC and MDM Golf of GR, LLC, based in Bloomfield, Connecticut, filed Chapter 11 bankruptcy petitions (Bankr. D. Conn. Case Nos. 14-21565 and 14-21566) on August 4, 2014. Hon. Albert S. Dabrowski presides over the case. Peter L. Ressler, Esq., at Groob Ressler & Mulqueen, PC, serves as the Debtors' counsel. Each of the debtors listed $1 million to $10 million in both assets and liabilities. The petitions were signed by Matthew F. Menchetti, managing member. A list of MDM Golf of Gillette's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb14-21565.pdf A list of MDM Golf of GR, LLC's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb14-21566.pdf METABOLIX INC: Has Insufficient Capital Resources for 12 Months --------------------------------------------------------------- Metabolix, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $7.89 million on $632,000 of total revenue for the three months ended Sept. 30, 2014, compared with a net loss of $7.25 million on $629,000 of total revenue for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $28.8 million in total assets, $4.4 million in total liabilities and total stockholders' equity of $24.4 million. As of Sept. 30, 2014, the Company held unrestricted cash, cash equivalents and investments of $25,500. The Company's present capital resources are not sufficient to fund its planned operations for a 12-month period, and therefore, raise substantial doubt about its ability to continue as a going concern. While the Company was successful in raising $25,000 during the third quarter of 2014 and anticipates reduced cash usage in 2015 as a result of the discontinuation of its German operations, restructuring of its U.S. organization and other cost-containment measures, the Company will require significant additional funding during 2015 to continue to fund its operations and to support its capital needs. The timing, structure and vehicles for obtaining future financing are under consideration by the Company and such financing may be accomplished in stages. The Company's goal is to use future financings to continue building an intermediate scale specialty biopolymers business based on polyhydroxyalkanoate ("PHA") additives that will serve as the foundation for its longer range plans and future growth of its business, but there can be no assurance that financing efforts will be successful. A copy of the Form 10-Q is available at: http://is.gd/jmPU3K Headquartered in Cambridge, Massachusetts, Metabolix, Inc. is an innovation-driven bioscience company focused on delivering sustainable solutions to the plastics, chemicals and energy industries. The Company has core capabilities in microbial genetics, fermentation process engineering, chemical engineering, polymer science, plant genetics and botanical science. METALICO INC: Stockholders Approve Issuance of Common Shares ------------------------------------------------------------ Metalico, Inc., held a special meeting of stockholders on Dec. 19, 2014, at which the stockholders: (a) approved and ratified, for purposes of Section 713 of the Company Guide of NYSE MKT, LLC, the issuance of shares of the Company's common stock under the terms of the Exchange Agreements and the New Series Convertible Notes and the warrant issued under that certain Subscription Agreement, dated as of Oct. 21, 2014, between the Company and the subscriber identified therein; (b) approved the amendment of the Company's Fourth Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 100,000,000 shares to 300,000,000 shares; and (c) approved the adjournment of the Special Meeting to solicit additional proxies had there been insufficient proxies at the Special Meeting to approve each of the foregoing proposals. A full-text copy of the Special Stockholders Meeting Minutes is available for free at http://is.gd/ExGlw5 About Metalico Metalico, Inc., is a holding company with operations in two principal business segments: ferrous and non-ferrous scrap metal recycling, and fabrication of lead-based products. The Company operates recycling facilities in New York, Pennsylvania, Ohio, West Virginia, New Jersey, Texas, and Mississippi and lead fabricating plants in Alabama, Illinois, and California. Metalico's common stock is traded on the NYSE MKT under the symbol MEA. Metalico reported a net loss attributable to the Company of $34.81 million in 2013 following a net loss attributable to the Company of $13.11 million in 2012. Metalico incurred a net loss attributable to the Company of $3.61 million for the six months ended June 30, 2014. As of Sept. 30, 2014, the Company had $294.46 million in total assets, $156.95 million in total liabilities and $137.51 million in total equity. MICHAEL VICK: Pays Off 84.7% of Debt; Restrictive Budget to End --------------------------------------------------------------- Michael Vick has paid off more than $15 million, 84.7% of the $17.8 million he owed his creditors, Darren Rovell at ESPN reports, citing Joseph Luzinski, senior vice president at Development Specialists Inc., a management consultancy firm and the liquidating trustee in the Debtor's bankruptcy. ESPN relates that the Debtor earned more than $49 million during four seasons with the Philadelphia Eagles and one with the New York Jets, in the five-year period (2010 to 2014) in which he agreed to go on a restrictive budget to pay back his creditors. ESPN says that the Debtor, as part of the plan to pay off creditors, stuck to living on a $300,000 budget, because more than 50% of what he was making went toward taxes and legal fees. According to ESPN, Mr. Luzinski said there is still a real estate asset to be sold after the Debtor's deal with his creditors ends on Dec. 31, 2014, which could raise the amount he has repaid. About Michael Vick National Football League quarterback Michael Dwayne Vick was born June 26, 1980 in Newport News, Virginia. In 2007, a U.S. federal district court convicted him and several co-defendants of criminal conspiracy resulting from felonious dog fighting and sentenced him to serve 23 months in prison. Mr. Vick filed his Chapter 11 petition on July 7, 2008 (Bankr. E.D. Va. Case No. 08-50775). Dennis T. Lewandowski, Esq., and Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the Debtor in his restructuring efforts. Mr. Vick listed assets of $10 million to $50 million and debts of $10 million to $50 million. MOTIVATING THE MASSES: Reports $42K Net Loss in Sept. 30 Quarter ---------------------------------------------------------------- Motivating the Masses, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $42,542 on $597,983 of revenues for the three months ended Sept. 30, 2014, compared with a net loss of $244,331 on $404,785 of revenues for the same period in the prior year. The Company's balance sheet at Sept. 30, 2014, showed $1.47 million in total assets, $765,869 in total liabilities and total stockholders' equity of $700,297. The Company's ability to continue as a going concern is contingent upon its ability to achieve and maintain profitable operations, and the Company's ability to raise additional capital as required. These conditions raise substantial doubt about 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/ovZVIK Motivating the Masses provides professional development and coaching services through Motivating the Masses programs. The company offers strategic coaching, professional development, and counseling services for small business owners, entrepreneurs, and self-employed professionals. It also provides keynote speaking events comprising industry and private events teaching services; and training and development services through live seminars, as well as offers Motivating the Masses program books and CDs. The company was founded in 1998 and is based in Carlsbad, California. NATIONAL CINEMEDIA: Moody's Affirms Ba3 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service affirmed National CineMedia, LLC's (NCM) Ba3 corporate family rating, its Ba3-PD probability of default rating and ratings on the company's outstanding debt instruments: Senior Secured Bank Credit Facility - Ba2; Senior Secured Regular Bond/Debenture - Ba2; and Senior Unsecured Regular Bond/Debenture - B2. The company's SGL-2 speculative grade liquidity rating, indicating good liquidity, was also affirmed. NCM's ratings outlook was maintained at stable. The rating and stable outlook were affirmed despite a difficult 2014 and increased leverage, as Moody's anticipates NCM's results rebounding in 2015. Moody's expects cinema advertising pricing recovering from unanticipated dislocation this year, with cinema returning towards a 0.4% share of US advertising, and NCM's share of cinema advertising increasing slightly, back to historic 65%- 67% norms. Given constant margins, a likely bi-product of the company's contractual relationships with its cinema exhibitors, leverage of Moody's adjusted Debt/EBITDA is expected to trend towards the low 4x range by mid-2016 (after spiking towards 5x at the end of 2014), a level consistent NCM's Ba3 CFR. The rating would also likely hold in the event NCM acquires Screenvision, an uncertainty given that the US Department of Justice has filed to block the transaction, because the leverage impact is nominal after 18 months or so, when acquired EBITDA annualizes and synergies are realized. The following summarizes the rating actions as well as NCM's ratings: Rating Actions: Corporate Family Rating, affirmed at Ba3 Probability of Default Rating, affirmed at Ba3-PD Speculative Grade Liquidity Rating, affirmed at SGL-2 Senior Secured Bank Credit Facility, affirmed at Ba2 (LGD3) Senior Secured Regular Bond/Debenture, affirmed at Ba2 (LGD3) Senior Unsecured Regular Bond/Debenture, affirmed at B2 (LGD6) Outlook Actions: Outlook, maintained at Stable Ratings Rationale NCM's Ba3 CFR is based on its generally stable and sustainable cash flow stream and its stable leverage, which is expected to be approximately 4x on a sustained basis. These positive attributes are offset by the company's mandate to distribute its free cash flow to its members and by the potential of results declining over time as a consequence of secular pressures stressing the financial performance of its cinema exhibition partners. Rating Outlook The stable ratings outlook reflects expectations of a recovery in advertising revenues and Debt-to-EBITDA leverage returning to approximately 4.0x by mid-2016. What Could Change the Rating -- Up Given the combination of NCM's mandate to distribute all of its free cash flow, a ratings upgrade is not anticipated. However, should NCM maintain debt-to-EBITDA at less than 3.5x while committing to operate at such level, there is the potential of positive ratings pressure. What Could Change the Rating -- Down The Ba3 rating presumes that leverage normalizes towards ~4x over the next 18 months; should that not occur and should Moody's expect leverage to remain above 4.5x on a sustained basis, the rating would be subject to downgrade. Adverse liquidity developments or debt-financed acquisition or shareholder return activity would also provide adverse ratings pressure. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in May 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. Corporate Profile National Cinemedia LLC ("NCM") is headquartered in Centennial, Colorado, and is a privately held joint venture operator of the largest digital in-theatre network in North America. National CineMedia, Inc. is NCM's publicly traded managing member and holds a 45.8% interest. NCM distributes advertisements and other content through its digital network, primarily through agreements with founding cinema exhibition members, Regal Entertainment Group (20.1% ownership position in NCM), AMC Entertainment Inc. (15.0%), and Cinemark, Inc. (19.1%). NCM's mandate requires that it distribute all cash flow that is not required for operational purposes to its owners. Revenue for the 12 months ended September 2014 was approximately $394 million. NAUTILUS HOLDINGS: To Present Plan for Approval Jan. 9 ------------------------------------------------------ The Bankruptcy Court approved the schedule in relation to the confirmation of Nautilus Holdings Limited, et al.'s Plan of Reorganization: Event Date/Deadline ----- ------------- Solicitation Commencement Dec. 4, 2014 Voting Deadline Dec. 26, at 5:00 p.m. Deadline for Objections to Confirmation Jan. 2, at 4:00 p.m. Voting Certification Deadline Jan. 2 Deadline for Replies to Objections to Confirmation Jan. 7 Confirmation Hearing Jan. 9, at 10:00 a.m. The Court on Dec. 3 approved the adequacy of information in the Disclosure Statement. All objections to the Disclosure Statement were overruled or reserved as objections to confirmation of the Plan. Amended Plan As reported in the Troubled Company Reporter on Dec. 3, 2014, the Debtors in November filed an amended Plan that incorporates the agreement with lender HSH Nordbank AG ("HSH") with respect to the so-called "HSH bilateral facilities." Some additions to the Plan include: -- The Plan provides that on, or as soon as reasonably practicable after, the Effective Date, each Holder of an Allowed Class 8 HSH-YM Facility Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Claim, its pro rata share of loans under the amended and restated financing facility to be entered into between Reorganized Debtors Able Challenger Limited, Magic Peninsula Limited, Metropolitan Vitality Limited, and Superior Integrity Limited and the Holders of Allowed HSH-YM Facility Claims. -- In exchange for, inter alia, the releases and the treatment of the equity interests in NHL under the Plan, Elektra Limited, Reminiscent Ventures S.A., and Synergy Management Services Limited (the Equity-Related Entities) have made the following contributions, among others, to the Plan and to the overall restructuring process: (A) agreeing to provide a subordinated debtor in possession facility at a low interest rate in an amount up to $5 million for the to provide the Debtors with immediate access to cash to use in connection with their restructuring efforts; (B) acquiring the shares of NHL and NH2L from the Class B and Class C shareholders, thereby enabling the Debtors to streamline their restructuring efforts and focus their attention on their prepetition secured obligations; (C) in general supporting and participating in the restructuring process while providing unfettered access for the Debtors' professionals to the books and records maintained by Synergy for the benefit of the Debtors to enable the Debtors to fulfill their obligations as debtors in possession without any corresponding remuneration to their employees; (D) agreeing to support a consensual plan without challenging valuation issues; (E) with respect to the restructuring of the DVB 1 Facility and the DVB 2 Facility: (i) a shortfall guaranty of up to $2.5 million on a revolving basis; (ii) a reduction of the management fee payable to Synergy by DVB borrowers to $25,000 per vessel per month (subject to annual adjustment for inflation); and (iii) a return of that portion of the Synergy management fee paid by the MH Debtor and GK Debtor and pooled at NHL (i.e., 40% of amounts upstreamed by those Debtors for payment of the Synergy management fee since commencement of these Chapter 11 Cases) to those Debtors (subject to amounts used to repay the debtor-in-possession financing facility, as set forth in the DVB Term Sheet) and (F) with respect to the restructuring of the other Secured Credit Facilities, a reduction of the management fee payable to Synergy by each of the borrowers and/or reorganized Vessel-owning entities (as applicable). -- In the event the vessels securing the F-C Credit Agreements are not turned over to the respective lenders thereunder by Jan. 31, 2015, the Debtors will pay the fees and expenses of Seward & Kissel LLP and Lazard beginning on February 1, 2015, provided, however, that such fees and expenses shall be reasonable and documented and the Debtors' responsibility therefore shall not be for any fees and expenses incurred beyond the date of a transfer of the vessels. -- On the Effective Date, Miltons Way Limited, Findhorn Osprey Limited, Earlstown Limited, Floral Peninsula Limited, and Resplendent Spirit Limited shall be deemed dissolved under applicable law for all purposes without the necessity for any other or further actions to be taken by or on behalf of such debtors. -- On or prior to Dec. 22, 2014, the Debtors will file the Plan Supplement, which consists of the compilation of documents and forms of documents, schedules and exhibits to the Plan Copies of the Amended Plan and Disclosure Statement filed Nov. 19, 2014 are available for free at: http://bankrupt.com/misc/Nautilus_Am_Plan_Disclosures.pdf About Nautilus Holdings Nautilus Holdings Limited and 20 affiliated companies, including Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in White Plains, New York, on June 23, 2014. The affiliates are Nautilus Holdings No. 2 Limited; Nautilus Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited; Nautilus Shipholdings No. 3 Limited; Able Challenger Limited; Charming Energetic Limited; Dynamic Continental Limited; Earlstown Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour Limited; Metropolitan Vitality Limited; Miltons' Way Limited; Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit Limited; Superior Integrity Limited; and Vivid Mind Limited. The Debtors' cases have been assigned to Judge Robert D. Drain, and are being jointly administered for procedural purposes. Hamilton, Bermuda-based Nautilus estimated $100 million to $500 million in assets and debt. Monrovia, Liberia-based Reminiscent Ventures S.A. owns 100% of the stock. Nautilus has tapped Jay Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel; and AP Services, LLC, as financial advisor. Epiq Bankruptcy Solutions LLC serves as the claims and noticing agent. NEW YORK GLOBAL: Expects Losses to Continue in Near Future ---------------------------------------------------------- New York Global Innovations Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $51,000 on $nil of revenues for the three months ended Sept. 30, 2014, compared to net income of $38,000 on $300,000 of revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $1 million in total assets, $88,000 in total liabilities and stockholders' equity of $915,000. The Company sustained significant operating losses in recent periods, which has resulted in a significant reduction in its cash reserves. However, as a result of the Asset Sale as reflected in the accompanying financial statements, the Company's operations for the nine months ended Sept. 30, 2014 resulted in a net profit of $488 and positive cash flows from operation activities of $546. As a result of the Closing, the Company no longer has revenue- producing operations. The Company believes that it will continue to experience losses and negative cash flows in the near future and will not be able to return to positive cash flow without obtaining additional financing in the near term or entering into a business transaction. The Company experiences difficulties accessing the equity and debt markets and raising such capital or entering into a business transaction, and there can be no assurance that the Company will be able to raise such additional capital on favorable terms or at all or enter into a business transaction. If additional funds are raised through the issuance of equity securities or by entering into a business transaction, the Company's existing stockholders will experience significant dilution. As a result of the foregoing factors, there is substantial doubt about 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/SKiZDr New York Global Innovations Inc., formerly InkSure Technologies Inc., develops markets and sells customized authentication solutions designed to enhance the security of documents and branded products, to meet the demand for protection from counterfeiting. The Company's machine-readable taggant-based products provide a solution by creating a chemical code for each product line or document batch that can only be authenticated by the Company's readers. The Company's technology is based upon multi-disciplinary technologies, including chemistry, printing, electro-optics and software. The Company's line of products, which support the Company's solutions, include tagsure, signasure, carsure, pocketsure, multisure, fuelsure, scansure and sortsure. In March 2014, the Company announced that it has completed the sale of substantially all of its brand protection and tax stamp authentication assets (excluding RFID assets) to Spectra Systems Corporation. NOBRE REALTY: Case Summary & 2 Unsecured Creditors -------------------------------------------------- Debtor: Nobre Realty, LLC 263 Ferry Street Newark, NJ 07105 Case No.: 14-35734 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 23, 2014 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Novalyn L. Winfield Debtor's Counsel: Andrew J. Kelly, Esq. KELLY & BRENNAN, P.C. 1011 Highway 71, Suite 200 Spring Lake, NJ 07762-2030 Tel: (732) 449-0525 Fax: (732) 449-0592 Email: akelly@kbtlaw.com Total Assets: $3 million Total Liabilities: $1.99 million The petition was signed by Antonio Nobre, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/njb14-35734.pdf OCWEN FINANCIAL: Moody's Confirms B2 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service has confirmed the following ratings with a negative outlook: Ocwen Financial Corporation (Ocwen) -- Corporate Family Rating B2; Senior Secured Bank Credit Facility B2; Senior Unsecured Debt B3 Altisource Solutions S.a.r.l. (Altisource) -- Corporate Family Rating B2; Senior Secured Bank Credit Facility B2 Home Loan Servicing Solutions, Ltd (HLSS) -- Corporate Family Rating B2; Senior Secured Bank Credit Facility B2 The rating actions conclude the review for possible downgrade Moody's initiated on October 21, 2014. Ratings Rationale The rating actions follow the agreement between Ocwen and the New York Department of Financial Services (DFS) settling allegations with respect to Ocwen's servicing systems and processes. As part of the $150 million settlement, William Erbey, Ocwen's co-founder, has resigned as Ocwen's executive chairman as well as chairman of Altisource and HLSS effective January 16, 2015. Mr. Erbey will also have no directorial, management, oversight, consulting, or any other role at any of the three companies. The agreement does not place any restrictions on Mr. Erbey's ownership interests in the three companies. Moody's confirmed Ocwen's ratings reflecting the company's strong financial metrics. As of September 30, 2014, the company's reported tangible common equity (TCE) was $1.2 billion or 15.1% of tangible assets. Pro-forma adjusting for the $50 million of the settlement not already reserved for, TCE to tangible assets would decline to 14.5%. Not included in TCE is the amount that the fair value of mortgage servicing rights exceed their current carrying value which the company reports was $508 million as of September 30, 2014. The negative outlook reflects the uncertain impact of Mr. Erbey's departure and the negative impact to the companies' franchise that has resulted from various probes into Ocwen's operations and Altisource's and HLSS' close ties to Ocwen. Ocwen's negative outlook also reflects the recent investigation launched by the National Mortgage Settlement Monitor into company-reported metrics with respect to its compliance with the National Mortgage Settlement as well as potential exposure to investigations or litigation by other regulators or mortgage borrowers. HLSS' and Altisource's ratings are driven in large part by their businesses' reliance on Ocwen whereby any changes to Ocwen's ratings would likely result in changes to their ratings. Virtually all of HLSS' assets were acquired from Ocwen and as of Q3 2014 approximately 60% of Altisource's revenues were derived from its relationship with Ocwen. Ocwen's ratings could be downgraded in the event that a) the company's servicing performance or financial fundamentals weaken, in particular if net income to average assets falls below 2% for more than two quarters or if TCE to tangible assets falls below 10% or b) its business model is expected to shift to areas with greater risks. In the event that Ocwen's ratings are downgraded, the ratings of HLSS and Altisource would likely also be downgraded. In addition, negative ratings pressure on HLSS' ratings could result if the company's financial fundamentals weaken, with particular focus on: a) adequate funding availability and b) financial leverage. In addition, negative ratings pressure on Altisource's ratings could result if it loses its contract with Ocwen or if the company's profitability materially deteriorates for an extended period of time or leverage materially increases. Given the negative outlook, upgrades to Ocwen's, HLSS', or Altisource's ratings are unlikely at this time. The principal methodology used in these ratings was Finance Company Global Rating Methodology published in March 2012. OVERLAND STORAGE: Cyrus Capital No Longer Holds Shares at Dec. 1 ---------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Cyrus Capital Partners, L.P., and its affiliates disclosed that as of Dec. 1, 2014, they have ceased to beneficially own any shares of common stock of Overland Storage, Inc. On Dec. 1, 2014, Overland Storage and Sphere 3D Corporation completed a merger pursuant to which Overland Storage became a wholly-owned subsidiary of Sphere 3D. Pursuant to the terms of the merger, each share of the Issuer's Common Stock issued and outstanding immediately prior to the merger was exchanged for 0.46385 of a common share of Sphere 3D. Additionally, in connection with the Sphere-Overland Merger, all of the outstanding Original Notes and New Notes held by the Reporting Persons were exchanged for newly issued convertible debentures of Sphere 3D. In connection with the closing of the Sphere-Overland Merger, the Issuer notified the Nasdaq Capital Market on Dec. 1, 2014, that the Sphere-Overland Merger was consummated, and trading of the Common Stock of the Issuer on Nasdaq has been suspended. The Issuer has also filed with the Securities and Exchange Commission an application on Form 25 to delist the Issuer's Common Stock from Nasdaq and deregister the Issuer's Common Stock under Section 12(b) of the Exchange Act. As a result of the consummation of the Sphere-Overland Merger on Dec. 1, 2014, and related transactions, the Reporting Persons no longer beneficially own any securities of the Issuer. A copy of the regulatory filing is available for free at: http://is.gd/rpoiI8 About Overland Storage San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. Overland Storage reported a net loss of $22.92 million for the year ended June 30, 2014, compared to a net loss of $19.64 million for the year ended June 30, 2013. As of Sept. 30, 2014, the Company had $88.74 million in total assets, $61.30 million in total liabilities and $27.43 million in total shareholders' equity. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. PERRY COUNTY, KY: Moody's Lowers GO Bonds Rating to Ba1 ------------------------------------------------------- Moody's Investors Service has downgraded to Ba1 from Baa3 rating on Perry County, KY's general obligation bonds. The downgrade affects $4.4 million in debt outstanding. Summary Rating Rationale The downgrade to Ba1 reflects the county's severely limited liquidity, material decline in total full value, softening local economy, and unwillingness to access alternative revenue raising options. Furthermore, the heavy reliance on economically sensitive revenues poses a long-term risk for the county's financial health. The rating action also takes into account the county's modest and declining debt burden. Strengths -- Declining, low direct debt burden -- Moderately sized tax base Challenges -- Strained reserves due to continued reliance on revenues that are prone to fluctuations -- Recent tax base declines -- High unemployment rate coupled with a declining labor force What Could Make The Rating Go Up -- Substantial improvement in liquidity and reserve levels -- Diversification of revenue sources -- Sustained trend of taxable value growth What Could Make The Rating Go Down -- Further declines in taxable value -- Continued erosion of reserves The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. PIQUA COUNTRY CLUB: Will Stop Operating on Jan. 15 -------------------------------------------------- Belinda M. Paschal at Sidneydailynews.com reports that Piqua Country Club will close down on Jan. 15, 2015, after failing to get out of Chapter 11 bankruptcy. Piqua Country Club Holding Co., dba Piqua Country Club, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio Case No. 13- 35007) on Dec. 16, 2013, estimating its assets at $500,001 to $1 million and its liabilities at $1 million to $10 million. The petition was signed by Don Goettemoeller, treasurer. Judge Guy R. Humphrey presides over the case. Steven L Diller, Esq., who has an office in Van Wert, Ohio, serves as the Club's bankruptcy counsel. Jay Westerheide, president of the Club's board of directors, said in a letter dated Dec. 13, 2014, which was posted on the Miami Valley Golf Association's website, "It has now been over a year since we filed our Chapter 11 bankruptcy. During that time we have searched for solutions on how to exit this bankruptcy and make the Club sustainable for years to come. Our efforts to put together a separate equity group to buy the assets of the Club met with some success. Unfortunately, however, the amount of money that group was able to raise fell short of the $1.625 million Chase was willing to accept. A smaller offer was made to Chase that they rejected. Since then we have been trying to arrange a meeting with Chase in the hope that we could arrive at a resolution. Chase recently informed us that they will not meet with us and that $1.625M is their final offer. According to the letter, Chase has been informed that the Board is not willing to "continue to run the Club for them if they are not willing to meet with representatives of the equity group or to accept less than the amount they have demanded. The restraints Chase has imposed on us has weakened our ability to sustain members and book events and we simply do not have enough money to continue. As a result, we will be releasing all staff (except our bookkeeper) on Jan. 1, 2015, and we will cease all operations on Jan. 15, 2015. Founded in 1896, Piqua, Ohio-based Piqua Country Club features an 18-hole championship golf course and is a popular site for parties and other social gatherings, corporate events, and banquets like the annual Order of George. PORT AGGREGATES: Files Bare-Bones Chapter 11 Petition ----------------------------------------------------- Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Case No. 14-51580) in Lafayette, Louisiana, on Dec. 19, 2014, without stating a reason. The Debtor estimated $10 million to $50 million in assets and debt. The formal schedules of assets and liabilities, as well as the statement of financial affairs, are due Jan. 2, 2015. The Debtor is required to submit a Chapter 11 plan and disclosure statement by April 20, 2015. The case is assigned to Judge Robert Summerhays. The Debtor has tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam, Duplantis & Eagan LLC, as counsel. The petition was signed by Andrew L. Guinn, Sr., president. PORTAGE BIOTECH: Needs More Resources to Continue Trials -------------------------------------------------------- Portage Biotech Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $973,802 on $nil of total revenue for the three months ended Sept. 30, 2014, compared with a net loss of $348,317 on $nil of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $4.38 million in total assets, $582,909 in total liabilities, and stockholders' equity of $3.8 million. Management has secured sufficient equity financing which it believes will enable it to complete its pre-clinical work and other commitments. However, it will require additional resources to continue into clinical trials and/or for additional acquisitions The Company continues to obtain financing, although there are no assurances that the management's plan will be realized. These conditions indicate the existence of a material uncertainty that raises substantial doubt about 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/xbHp8o Portage Biotech Inc., a biotechnology company, researches and develops pharmaceutical and biotech products. The company, through its subsidiary, holds a license in non-oncology fields and the know-how related to the Antennapedia protein (ANTP) transduction technology. It develops a research pipeline of ANTP- based drug candidates intended for use as therapeutic agents for various non-oncology indications. The company is based in Toronto, Canada. POSITRON CORP: Yuri Perevalov Named to Board of Directors --------------------------------------------------------- The Board of Directors of Positron Corporation appointed Yuri Perevalov to the Company's Board of Directors on Dec. 22, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Perevalov is well versed in every segment of the Company's business and approach and brings a strong, fiscally responsible and strategic mindset to the Board, the filing stated. Yuri Perevalov, 62, is a business consultant and has been providing consulting services to the Company's since June 2007. These consulting services include strategy and business development, merger and acquisitions, finance and operations. Previously, Dr. Perevalov was vice-president of Strategy and Business Development of IPT Inc., a wholly-owned subsidiary of the Company. Mr. Perevalov also held positions in financial analysis and planning in several different industries in Canada and for a decade was executive vice-president of Research and head of a department of the economic think-tank of the Russian Academy of Sciences, consulting the provincial government and large companies. Dr. Perevalov is an author of more than 130 publications and reports presented at numerous scientific conferences in Russia, Finland, Germany and Sweden. Dr. Perevalov holds a BS from the Ural State Technical University (Russia), a Candidate of Science degree in Economics (a PhD equivalent) and a Doctor of Science degree in Economics, both from the Russian Academy of Sciences. With the addition of Dr. Perevalov, the Company returns to a five member Board of Directors, filling the vacancy created by the resignation of Patrick Rooney on Sept. 5, 2014. Dr. Perevalov's addition completes the transition of Mr. Rooney's exit. Accordingly, and as a result of the transfer of his ownership of the majority of his holdings of the Company's securities, Mr. Rooney has concluded his role with the Company as a control person, employee, consultant, or affiliate and the Company's presently has no plans to rehire Mr. Rooney in the future. About Positron Corporation Headquartered in Fishers, Indiana, Positron Corporation is a molecular imaging company focused on nuclear cardiology. Positron reported a net loss of $7.10 million on $1.63 million of sales for the year ended Dec. 31, 2013, as compared with a net loss of $7.95 million on $2.80 million of sales during the prior year. As of Sept. 30, 2014, the Company had $2.62 million in total assets, $3.04 million in total liabilities and a $420,000 total stockholders' deficit. Sassetti LLC, in Oak Park, Illinois, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has a significant accumulated deficit which raises substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning The Company had cash and cash equivalents of approximately $1,744,000 at December 31, 2013. The Company utilized $2,520,000 proceeds from issuance of convertible debt and securities, and $2,285,000 proceeds from non-interest bearing advances to fund operating activities during the year ended December 31, 2013. The Company had accounts payable and accrued liabilities of approximately $1,401,000 and a negative working capital of approximately $12,084,000. The Company believes that it may continue to experience operating losses and accumulate deficits in the foreseeable future. "If we are unable to obtain financing to meet our cash needs we may have to severely limit or cease our business activities or may seek protection from our creditors under the bankruptcy laws," the Company said in the 2013 Annual Report. PROBANK S.A.: Chapter 15 Case Summary ------------------------------------- Chapter 15 Petitioner: Dr. Sergio Mourao Correa Lima of Belo Horizonte, Brazil Chapter 15 Debtor: Probank S.A., Probank Participaes S.A., Via Telecom S.A., and Via Participaes S.A. c/o Astigarraga Davis Mullins & Grossman 1001 Brickell Bay Drive, 9th Floor Miami, FL 33131 Chapter 15 Case No.: 14-37790 Chapter 15 Petition Date: December 23, 2014 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Jay Cristol Chapter 15 Petitioner's Gregory S Grossman, Esq. Edward H. Davis, Jr., Esq. Annette C. Escobar, Esq. Andres H. Sandoval, Esq. ASTIGARRAGA DAVIS MULLINS GROSSMAN 1001 Brickell Bay Drive, 9th Floor Miami, FL 33131 Tel: (305) 372-8282 Email: ggrossman@astidavis.com edavis@astidavis.com aescobar@astidavis.com asandoval@astidavis.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $100 million to $500 million The Debtor did not include a list of its largest unsecured creditors when it filed the petition. QUALITY DISTRIBUTION: Amends By-Laws to Change Voting Standard -------------------------------------------------------------- The Board of Directors of Quality Distribution, Inc., amended the Amended & Restated By-Laws of the Company effective Dec. 23, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. The amendments change the voting standard for the election of directors of the Company from a plurality voting standard to a majority voting standard in uncontested elections. Consequently, in uncontested elections, the number of votes cast in favor of a nominee must exceed the number of votes cast against that nominee's election for the nominee to be elected. In contested elections where the number of nominees exceeds the number of directors to be elected, the voting standard will continue to be a plurality of votes cast. The amendments also require that each director nominee in an uncontested election tender a contingent letter of resignation to the Board of Directors of the Company, which becomes effective if the director nominee fails to receive the requisite number of votes for re-election at a shareholders meeting and accepted by the Board. In connection with the adoption of a majority voting standard, the By-Laws were amended to require that the Company be notified of any shareholder nomination for director not less than 90 days nor more than 120 days prior to the date of the annual meeting. However, if less than 90 days' public notice of the date of the annual meeting is provided by the Company, notice of nominations must be provided to the Company not later than 10 days following the day on which the Company provides notice of the date of the annual meeting. The By-Laws also require that the notice contain information regarding the nominee and the nominating shareholder. Only shareholder nominations in accordance with the procedures in the By-Laws are eligible for election. The amendments to the By- Laws also require that notice of any proposals for other business to be considered at an annual meeting be provided to the Company within the same timeframes as applicable to director nominations. Any notice must contain required information regarding the proponent. Proposals not satisfying these requirements would not be properly brought before the annual meeting. Also in connection with the amendments to the By-Laws, the Company's Corporate Governance Guidelines were amended to require the Board to consider the contingent resignation of an incumbent director who does not receive a majority of votes in an uncontested election within 90 days following the certification of the shareholder vote and to publicly disclose its decision and its reasons for the decision. The foregoing provisions will apply to the Company's 2015 annual meeting of shareholders, which is expected to be held May 28, 2015. About Quality Distribution Quality Distribution, LLC, and its parent holding company, Quality Distribution, Inc., are headquartered in Tampa, Florida. The company is a transporter of bulk liquid and dry bulk chemicals. The company's 2010 revenues are approximately $686 million. Apollo Management, L.P., owns roughly 30 percent of the common stock of Quality Distribution, Inc. Quality Distribution reported a net loss of $42.03 million on $929.81 million of total operating revenues for the year ended Dec. 31, 2013, as compared with net income of $50.07 million on $842.11 million of total operating revenues in 2012. The Company's balance sheet at Sept. 30, 2014, showed $439.63 million in total assets, $470.01 million in total liabilities and a $30.38 million total shareholders' deficit. Bankruptcy Warning The Company had consolidated indebtedness and capital lease obligations, including current maturities, of $383.3 million as of Dec. 31, 2013. The Company must make regular payments under the ABL Facility, including the $17.5 million senior secured term loan facility that was fully funded on July 15, 2013, and the Company's capital leases and semi-annual interest payments under its 2018 Notes. "The ABL Facility matures August 2016. Obligations under the Term Loan mature on June 14, 2016 or the earlier date on which the ABL Facility terminates. The maturity date of the ABL Facility, including the Term Loan, may be accelerated if we default on our obligations. If the maturity of the ABL Facility and/or such other debt is accelerated, we may not have sufficient cash on hand to repay the ABL Facility and/or such other debt or be able to refinance the ABL Facility and/or such other debt on acceptable terms, or at all. The failure to repay or refinance the ABL Facility and/or such other debt at maturity would have a material adverse effect on our business and financial condition, would cause substantial liquidity problems and may result in the bankruptcy of us and/or our subsidiaries. Any actual or potential bankruptcy or liquidity crisis may materially harm our relationships with our customers, suppliers and independent affiliates," the Company said in the Annual Report for the year ended Dec. 31, 2013. * * * As reported in the TCR on June 28, 2013, Moody's Investors Service upgraded Quality Distribution, LLC's Corporate Family Rating to B2 from B3 and Probability of Default Rating to B2-PD from B3-PD. The upgrade of Quality's CFR to B2 was largely driven by the expectation that credit metrics will improve over the next twelve to eighteen months, through a combination of EBITDA growth and debt paydowns, to levels consistent with the B2 rating level. The company is in the process of integrating the bolt-on acquisitions made in its Energy Logistics business sector since 2011. RADIOSHACK CORP: CEO Says Chain Is 'Overstored' ----------------------------------------------- Drew Fitzgerald, writing for The Wall Street Journal, reported that Radioshack Corp.'s chief executive has acknowledged that one of the struggling electronics retailer's problem is shop saturation. According to the Journal, the cost of maintaining and stocking its 4,400 company-owned outlets has helped push the chain to the brink of bankruptcy. The Journal pointed out that for nearly a year, RadioShack has been trying to win consent from creditors, such as Salus Capital LLC, to close as many as 1,100 locations as it copes with plunging sales and deserted stores. 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. REALOGY CORP: Redeems $332 Million of Senior Secured Notes ---------------------------------------------------------- Realogy Group LLC, an indirect wholly owned subsidiary of Realogy Holdings Corp., redeemed the approximately $332 million aggregate principal amount of outstanding 7.875% Senior Secured Notes due 2019 in accordance with the terms and provisions of the indenture governing the 7.875% Senior Secured Notes, dated as of Feb. 3, 2011, among Realogy Group, Realogy Holdings, Realogy Co-Issuer Corp., as co-issuer, the subsidiary guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A. as trustee, at a redemption price equal to 100% of the principal amount of each such 7.875% Senior Secured Note, plus the Applicable Premium (as defined in the 7.875% Senior Secured Notes Indenture), or 104.986318%, together with accrued and unpaid interest. In connection with the redemption of the 7.875% Senior Secured Notes, Realogy Group paid total consideration of approximately $358 million, which included the applicable redemption premium and accrued and unpaid interest. Immediately following such redemption, Realogy Group cancelled the 7.875% Senior Secured Notes and discharged the 7.875% Senior Secured Notes Indenture in accordance with its terms. Realogy Group utilized the net proceeds from the offering of the 5.250% Senior Notes due 2021 consummated in November 2014, together with cash on hand, to redeem the 7.875% Senior Secured Notes, according to a regulatory filing with the U.S. Securities and Exchange Commission. About Realogy Corp. Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services with a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have around 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. Realogy Holdings Corp. and Realogy Group LLC reported net income of $443 million in 2013, a net loss of $540 million in 2012 and a net loss of $439 million in 2011. * * * In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service upgraded the corporate family rating of Realogy Group to B2 from B3. The upgrade to B2 CFR is driven by expectations for ongoing strong financial performance, supported by Realogy's recently-concluded debt and equity financing activities and a continuing recovery in the US existing home sale market. As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'B+' from 'B'. "The one notch upgrade in the corporate credit rating to 'B+' reflects an increase in our expectation for operating performance at Realogy in 2013, and S&P's expectation that total lease adjusted debt to EBITDA will improve to the low-6x area and funds from operations (FFO) to total adjusted debt will be improve to the high-single-digits percentage area in 2013, mostly due to EBITDA growth in the low- to mid-teens percentage area in 2013," S&P said. RESIDENTIAL CAPITAL: Rozier Wrongful Foreclosure Claim Disallowed ----------------------------------------------------------------- Bankruptcy Judge Martin Glenn sustained the Rescap Borrower Claims Trust's objection to the claims filed by Karen Michele Rozier. Ms. Rozier's claims generally arise from the Debtors' allegedly wrongful efforts to foreclose on her home. Judge Glenn, however, held that each of her claims fails to raise a plausible basis for the Debtors' liability. Her claims are are disallowed and expunged. A copy of the Memorandum Opinion and Order dated Dec. 22 is available at http://is.gd/H9vCM7from Leagle.com. Karen Rozier appears Pro Se. The Trust is represented by: Norman S. Rosenbaum, Esq. Jordan A. Wishnew, Esq. Meryl Rothchild, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, NY 10019-9601 Telephone: (212) 506-7341 Facsimile: (212) 468-7900 E-mail: nrosenbaum@mofo.com Jwishnew@mofo.com mrothchild@mofo.com About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RESPONSE BIOMEDICAL: Hangzhou Reports 19.4% Stake as of Dec. 12 --------------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Hangzhou Joinstar Medical Instrument & Reagent Co. Ltd. and Hangzhou Lizhu Medical Instrument & Reagent Co., Ltd., disclosed that as of Dec. 12, 2014, they beneficially owned an aggregate of 1,800,000 shares of common stock of Response Biomedical Corporation, representing approximately 19.44% of the outstanding. A copy of the regulatory filing is available at: http://is.gd/Msseb4 About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. Response Biomedical reported a net loss and comprehensive loss of $5.99 million in 2013, a net loss and comprehensive loss of $5.28 million in 2012 and a net loss and comprehensive loss of $5.37 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $12.3 million in total assets, $15.6 million in total liabilities and total stockholders' deficit of $3.32 million. PricewaterhouseCoopers LLP, in Vancouver, British Columbia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring losses from operations and has an accumulated deficit at Dec. 31, 2013, which raises substantial doubt about its ability to continue as a going concern. REVELATIONS IN DESIGN: Case Summary & 2 Unsecured Creditors ----------------------------------------------------------- Debtor: Revelations in Design Inc. 725 E. Baseline Road Gilbert, AZ 85233 Case No.: 14-18670 Chapter 11 Petition Date: December 23, 2014 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Brenda K. Martin Debtor's Counsel: James Webster, Esq. JAMES PORTMAN WEBSTER LAW OFFICE, PLC 1845 S. Dobson Road, Suite 201 Mesa, AZ 85202 Tel: 480-464-4667 Fax: 888-214-8293 Email: jim@jpwlegal.com Help@JPWLegal.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Robert M. Galvan, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/azb14-18670.pdf ROCK POINTE: Bankruptcy Case Dismissed, Ordered to Pay All Fees --------------------------------------------------------------- Bankruptcy Judge Frank L. Kurtz dismissed the Chapter 11 case of Rock Pointe Holdings, LLC. The Court also ordered that the final administrative expenses associated with winding up the estate, including the U.S. Trustee's quarterly Fees, the receivership costs, expenses, and legal fees, the fees and costs of counsel for the creditors' committee, and the Chapter 11 trustee's fees and costs will be paid in full in the amounts approved by the Court upon the dismissal of the case. All remaining funds and other assets and proceeds of other assets, excluding a reserve of $2,500 for the final expenses of terminating the receivership case will be disbursed to Rock Pointe Noteholder LLC. All funds and other assets and proceeds of other assets remaining after payment of the final expenses of terminating the receivership case shall also be disbursed to the Noteholder. John D. Munding, Chapter 11 trustee, requested for the relief. As reported in the TCR on Oct. 6, 2014, Gail Brehm Geiger, U.S. Trustee for Region 18, objected to the request for dismissal. According to the U.S. Trustee, there is a pending motion by Cascade Real Estate Services seeking an order concluding its fiduciary role in this case. That motion indicates that Cascade will subsequently be filing an application for payment of administrative expenses with the Court. The U.S. Trustee said it anticipates that the Chapter 11 Trustee will also be filing an application for payment of administrative expenses. This case should not be dismissed until those pending and anticipated administrative matters have been resolved by the Court. Dismissal Motion As reported in the TCR on Sept. 24, 2014, the Chapter 11 Trustee in its motion for dismissal said that, after the foreclosure sale, there is no viable business to organize, and no estate to administer other than a vehicle and the cash collateral held by the receiver. On Dec. 6, 2011, the Debtor filed a voluntary petition for Chapter 11 of the bankruptcy code due to insufficiency of cash flow. Post-petition property has been professionally managed and operated under the supervision of the Receiver and BRMI. On May 23, 2014, the Noteholder directed a Trustee's sale of the Debtor's real property. The Debtor's interest in real property was sold at public auction to the highest bidder by virtue of credit bid in the amount of $39,000,000. All of the Debtor's right, title, and interest in the real and personal property were conveyed to the Noteholder. As a result of the elimination of Debtor's interest, there is no hope of proposing a confirmable plan of reorganization and rehabilitating its business. The Debtor has no operations, no cash flow and is unable to pay expenses without incurring additional post-petition debt. Thus, dismissal is the appropriate remedy in order to secure the best interest of the creditors and estates. About Rock Pointe Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate Center in Spokane, Washington. The Company filed for Chapter 11 protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011. The Debtor estimated both assets and debts of between $50 million and $100 million. Southwell & O'Rourke, P.S., served as counsel for the Debtor. The U.S. Trustee appointed five unsecured creditors to serve on the Debtor's Official Committee of Unsecured Creditors. Kenneth W. Gates is the counsel for the Committee. Ford Elsaesser served as mediator for of all issues regarding the treatment of the debt owed to DMARC. The United States Trustee has appointed John Munding as Chapter 11 trustee in the bankruptcy case. RUBY WESTERN: Moody's Withdraws Ba2 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service has withdrawn all of its ratings involving Ruby Western Pipeline Holdings, LLC. The withdrawals follow the sale of Ruby Western and its interest in Ruby Pipeline LLC. Withdrawals: Corporate Family Rating, Withdrawn , previously rated Ba2 Probability of Default Rating, Withdrawn , previously rated Ba2-PD Outlook Actions: Outlook: Changed To Rating Withdrawn From Stable Ratings Rationale Prior to its sale, Ruby Western had 50% voting control of Ruby Pipeline LLC (Ruby, Baa3 stable) through a preferred stock ownership interest. Ruby's primary asset is a 1.5 MMDth per day natural gas pipeline that entered service in July 2011 and runs 680 miles from Opal, Wyoming to Malin, Oregon. SABINE OIL: Signs Severance Agreements with Executive Officers -------------------------------------------------------------- Sabine Oil & Gas Corporation, formerly Forest Oil Corporation, entered into Severance and Change in Control Agreements with each of the executive officers of the Company: * David J. Sambrooks, president and chief executive officer * Todd R. Levesque, executive vice president and chief operating officer * Cheryl R. Levesque, senior vice president, asset development * Timothy D. Yang, senior vice president, land & legal, general counsel, chief compliance officer and secretary The Severance Agreements provide the executives with certain severance benefits in connection with a termination of employment under certain circumstances, including in connection with a "change in control". The Severance Agreements also cancel the employment agreements previously entered into between each of the executive officers of Sabine and NFR Energy LLC, the predecessor to Sabine Oil & Gas LLC, to the extent applicable. More specifically, under the Severance Agreements, in the event of (i) a termination of the executive's employment by the Company without "cause", (ii) a termination of employment by the executive with "good reason", or (iii) the executive's death or disability that occurs outside (a) the six month period ending on the date a change in control occurs, and (b) the two year period beginning on the date a change in control occurs, the executive will be entitled to accrued but unpaid base salary through the date of termination and incentive bonus for the calendar year ended immediately prior to the date of termination, to the extent yet unpaid. Contingent upon the executive satisfying certain release of claims requirements, the executive will also be entitled to (A) a lump sum payment equal to one-and-a-half times (1.5x) for Mr. Sambrooks, and one times (1x) for Messrs. Levesque and Yang and Ms. Levesque, the amount of his or her (1) base salary plus (2) average actual annual bonus for the three years preceding the Termination Event (or, if the executive has been employed less than three full years, the average of any annual bonuses received by the executive, or, if the executive has not yet received an annual bonus, an amount equal to the executive's annual base salary that is effective as of the Termination Event), (B) except as otherwise provided in the 2014 LTIP (as defined in the Severance Agreement) or an individual award agreement, accelerated vesting of the executive's outstanding equity-based compensation awards at the time of the Termination Event (using actual levels of performance for equity-based compensation awards designed to vest upon the satisfaction of performance criteria), (C) continued medical, dental and vision benefits for the executive and his or her spouse and eligible dependents for up to 12 months following the date of termination or until the executive is or becomes eligible for comparable coverage under the group health plans of a subsequent employer, and (D) certain outplacement services directly related to the executive's termination of employment for up to 12 months following termination. In the event the executive experiences a Termination Event that occurs during the "Protection Period" and contingent upon the executive satisfying certain release of claims requirements, the executive will be entitled to (i) the Accrued Payments, (ii) a lump sum payment equal to two times (2x) for Mr. Sambrooks, and one-and-a-half times (1.5x) for Messrs. Levesque and Yang and Ms. Levesque, the amount of his or her (a) base salary plus (b) target bonus for the calendar year in which the Termination Event occurs, (iii) except as otherwise provided in the 2014 LTIP or an individual award agreement, accelerated vesting of the executive's outstanding equity-based compensation awards at the time of the Termination Event (using actual levels of performance for equity- based compensation awards designed to vest upon the satisfaction of performance criteria), (iv) a pro-rata portion of the executive's bonus for the calendar year in which a Termination Event occurs, (v) continued medical, dental and vision benefits for the executive and his or her spouse and eligible dependents for up to 24 months following the date of termination or until the executive is or becomes eligible for comparable coverage under the group health plans of a subsequent employer, and (vi) certain outplacement services directly related to the executive's termination of employment for up to twelve (12) months following termination. Amendment to Employee Stock Purchase Plan On Dec. 22, 2014, the board of directors of the Company approved an amendment to the Forest Oil Corporation 1999 Employee Stock Purchase Plan, as amended and restated effective May 7, 2013, which freezes the ESPP in all respects, including the ability of participants and eligible employees to participate in the ESPP, by discontinuing all Dates of Grant, Option Periods, and payroll deductions under or pursuant to the ESPP, effective as of the close of the Option Period ending on Dec. 31, 2014, and before the commencement of the Option Period that would otherwise be scheduled to begin on Jan. 1, 2015, and continuing indefinitely until further action is taken by the Company. The result of the amendment to the ESPP is that, unless and until further action is taken by the Company: (a) no Date of Grant shall occur on Jan. 1, 2015, or thereafter, (b) no Option Periods following the Option Period ending on Dec. 31, 2014, will commence, (c) all payroll deductions applicable to any Option Period following the Option Period ending on Dec. 31, 2014, shall be canceled, (d) the ESPP is being frozen in all respects, and (e) the ESPP is not being terminated. About Sabine Sabine Oil & Gas LLC is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States. Sabine's current operations are principally located in Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, and the Granite Wash in the Texas Panhandle. For more information about Sabine, please visit its website at www.sabineoil.com. Ernst & Young LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements of Forest Oil for the year ended Dec. 31, 2013. The independent accounting firm noted that the Company has determined that it expects to fail a financial covenant in its Credit Facility sometime prior to the end of 2014, which could result in the acceleration of all borrowings thereunder and the Company's senior unsecured notes due 2019 and 2020. This raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2014, the Company had $927.48 million in total assets, $1.07 billion in total liabilities and a $148.03 million total shareholders' deficit. * * * As reported by the TCR on Aug. 25, 2014, Standard & Poor's Ratings Services said that its 'B-' corporate credit rating and its other ratings on Denver-based Forest Oil Corp. remain on CreditWatch with positive implications, pending the close of a merger transaction with Sabine Oil & Gas LLC. SALIX PHARMACEUTICALS: Moody's Confirms B1 Corp. Family Rating -------------------------------------------------------------- Moody's Investors Service confirmed the B1 Corporate Family Rating of Salix Pharmaceuticals, Ltd and certain other ratings including the B1-PD Probability of Default rating, the Ba1 senior secured rating and the B2 senior unsecured rating. At the same time, Moody's lowered the Speculative Grade Liquidity Rating to SGL-3 from SGL-2. These rating actions conclude the review for downgrade initiated on November 7, 2014. The rating outlook is negative. Ratings confirmed: B1 Corporate Family Rating B1-PD Probability of Default Rating Ba1 (LGD 2) $150 million senior secured revolving credit facility Ba1 (LGD 2) $1.2 billion senior secured term loan B2 (LGD 4) $750 million senior unsecured notes Rating lowered: Speculative Grade Liquidity Rating to SGL-3 from SGL-2 The confirmation of the rating reflects Moody's expectation that underlying prescription trends of Salix's core products will remain strong, and that the need to reduce excess inventory at drug wholesalers is a temporary operating issue. Management has announced plans to have the excess wholesaler inventory worked down at a faster rate than its prior plans, i.e. over five quarters instead of two years, in order to place the matter behind the company. Under this scenario, debt/EBITDA will erode significantly in 2015 (to over 8.0 times) but then decline significantly in 2016 to under 4.0 times. Liquidity remains adequate, reflected in the SGL-3 Speculative Grade Liquidity Rating. While cash on hand was high at $462 million as of September 30, 2014, free cash flow will be volatile and likely negative in some quarters. Access to the revolving credit facility will be limited to 25% of the $150 million capacity because financial covenants apply if more than 25% of the revolver is drawn, and Salix's debt/EBITDA will exceed the covenant level (a maximum of 5.25 times) until 2016. Salix has a convertible note maturity of $345 million. Cash on hand should be adequate to cover the maturity but will a slim amount of cash. Ratings Rationale Salix's B1 Corporate Family Rating reflects the company's position as the leading specialty pharmaceutical company operating in the gastroenterology segment. Revenue is somewhat concentrated in three key products: Xifaxan, Glumetza and Uceris. Both Xifaxan and Uceris face high barriers for generic competitors. Underlying prescription demand for Salix's key products will be strong. Offsetting these strengths, strong growth in Xifaxan and Uceris will be necessary to offset upcoming 2016 genericization of Glumetza and Zegerid. Financial leverage will be extremely high for most of 2015 because sales will be adversely affected by the wholesaler inventory workdown, with debt/EBITDA in excess of 8.0 times. The workdown is temporary and sales will rebound in 2016, resulting in significant improvement in debt/EBITDA to below 4.0 times. Salix's earnings will improve even more rapidly in 2016 if the FDA approves Xifaxan for the treatment of irritable bowel syndrome, potentially in May 2015. The B2 rating on the senior unsecured notes reflects a one-notch override of Moody's Loss Given Default methodology due to potential changes in the capital structure arising from the upcoming convertible note maturity. The rating outlook is negative to reflect Salix's financial flexibility during 2015 as a result of EBITDA and cash flow pressure until wholesaler inventory levels are reduced. In addition, the Audit Committee has not yet concluded its review related to disclosures of wholesaler inventory levels, creating event risk until this matter is resolved. The ratings could be downgraded if there is any material downturn in underlying prescription trends for Salix's key products, if the company does not receive approval for Xifaxan in irritable bowel syndrome, or if the Audit Committee review results in earnings restatements. Inventory issue aside, debt/EBITDA sustained above 5.0 times would pressure the rating. Conversely, the ratings could be upgraded if Salix sustains debt/EBITDA sustained below 3.0 times, if matters related to the inventory situation are resolved, and if strong sales trends continue. Salix Pharmaceuticals, Ltd. is a specialty pharmaceutical company operating in the US gastroenterology area. Through the recent acquisition of Santarus Pharmaceuticals, Inc. ("Santarus") Salix became the largest specialty company operating in this market. For the 9 months ended September 30, 2014 Salix reported net product revenue of approximately $1.1 billion including Santarus revenues from the January 2, 2014 acquisition date. 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. SAN GOLD: Seeks Protection From Creditors ----------------------------------------- Alistair MacDonald, writing for Daily Bankruptcy Review, reported that gold-miner San Gold Corp. has asked Canadian courts for protection against its creditors, another miner running into trouble as the price of the yellow metal falls and the sector's empire building in the commodity boom years comes back to haunt it. According to the report, capitalized at over a billion Canadian dollars at its height in 2010, San Gold has struggled after an aggressive expansion meant that it couldn't mine its metal profitably. SAN JOAQUIN HILLS: Moody's Ups Rev. Bonds Rating to 'Ba2' --------------------------------------------------------- Moody's Investors Service upgrades to Ba2 from B1 the revenue bonds of San Joaquin Hills Transportation Corridor Agency (SJHTCA). The rating outlook is stable. Rating Rationale The upgrade to Ba2 is due to a recent debt restructuring that levels out and extends debt repayment by eight years and also lowers interest rates. The restructuring lowers annual debt service growth to 1.6% from the prior 8.8 % for the next ten years and reduces maximum annual debt service (MADs) from $269 million to $186 million. As a result the restructuring better matches annual debt service with pledged toll revenues and allows for adequate debt service coverage ratios (DSCR). Additional credit improvement is provided by stronger legal covenants under a restated 2014 master indenture governing all bonds. The upgrade also acknowledges the stronger recent growth in the service area economy that is contributing to traffic growth despite toll increases. The rating incorporates risks associated with the extension of debt maturities, the agency's very high debt leverage and still annually escalating debt structure and reliance on steady, though lower, annual traffic growth and toll increases to meet targeted DSCRs. This extension brings maturity of the debt to 2050, which coincides with termination of the cooperative agreement with the California Department of Transportation (Caltrans) that insulates the credit from major maintenance and capital expenditure risk. The rating also takes into account the recent termination of the mitigation and loan agreement with Foothill/Eastern Transportation Corridor (F/E TCA), and SJHTCA agreement to annually reimburse F/ETCA for the total $120 million mitigation payments plus interest from excess cash flow at the bottom of the flow of funds starting in 2025, though there is no obligation to do so if excess cash flow is not available. Moody's note some recent improvement in traffic growth despite annual rate increases since 1998 due to renewed service area economic growth following the recession. While this growth combined with annual toll rate increases has produced better that previously forecasted DSCRs, Moody's would expect to see a longer track record of traffic recovery before considering any further upward rating revisions. What Could Change the Rating -- UP Strong and sustained growth in traffic and toll revenues that produces DSCRs above 1.30 times for senior bonds and 1.10 times for all debt without using reserves could have a positive rating impact. What Could Change the Rating -- DOWN Weaker than currently forecasted traffic and toll revenue that requires use of reserves, or toll rate increases that result in traffic diversion, would place downward pressure on the rating. Additional debt would also exert negative pressure, though none is currently expected. Outlook The stable outlook reflects growth in traffic due to improving economic conditions in the service area and also considers the agency's demonstrated ability and willingness to increase toll rates to support covenanted DSCRs, though continued needed increases tied to the forecasted inflation rate of 2.5% could lower traffic, given the toll road's already very high toll rates. Strengths * Recent debt refunding and restructuring lowers annual debt service costs and strengthens legal covenants for bondholders through a restated 2014 master indenture * Renewed traffic and revenue growth due to economic growth and recovery in the service area validated by a new 2014 traffic and revenue forecast. Forecast can withstand significant stress and all debt is repaid * Agency has annually implemented annual toll increases since 1998, including 7.7% for FY 2015 * Satisfactory liquidity relative to operating expenses; cash funded debt service reserve funds (DSRFs) for both senior and junior lien bonds and funded additional operating reserves Challenges * Very high debt leverage and long debt amortization through 2050, which was extended by eight years with the 2014 restructuring * Despite restructuring, debt structure still escalates, albeit more moderately, and depends on annual traffic growth of about 1% and annual toll increases closely aligned with inflation rates * Open flow of funds: SJHTCA agrees to use 50% of excess cash flow to repay $120 million mitigation payment to F/ETCA starting in 2025 * Relatively short toll road with directly competing freeways (I5 and I405) The principal methodology used in this rating was Government Owned Toll Roads published in October 2012. SANDRINE'S LIMITED: Files for Ch 11, To Be Sold to Pierre Honegger ------------------------------------------------------------------ Sandrine's Limited Liability Company filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 14-15702) on Dec. 10, 2014), disclosing $35,000 in total assets, versus $1.37 million in total liabilities. The petition was signed by Gwyneth B. Trost, manager and the Debtor's majority owner. Court documents state that the lease of the Debtor's French bistro at 8 Holyoke Street in Harvard Square, Cambridge, Massachussets, and its assets will be sold to Pierre Honegger, owner of Boston's La Voile restaurant, and an entity named Bato Catering Inc., at about $580,000. Catherine Carlock at the Boston Business Journal reports that Ms. Trost, who owns a 51% stake in the Debtor, and Amy Nomejko, who owns the remaining equity, have agreed that the court-approved sale was the best opportunity to keep the restaurant open. According to the Business Journal, Ms. Trost and Ms. Nomejko will stay on as consultants to Mr. Honneger during the transition and will continue to run the restaurant. The Business Journal recalls that the Debtor recorded a net loss of $39,000 in 2013 and is projecting a $200,000 loss for 2014. Business Journal relates that recently the Debtor struggled as the area surrounding Brattle Street and Church Street grew into a retail and restaurant destination. "The dynamic of exclusivity and elegance slowly gave way to mass market appeal and convenience. The restaurant slowly lost its reputation for innovation and leadership in the French cuisine for which it had become famous . . . . Recent healthy eating and dieting trends further eroded (Sandrine's) place in the Harvard Square cultural milieu," Ms. Trost said in court documents. Business Journal relates that French master chef Raymond Ost, who opened the restaurant and who was listed among the Debtor's creditors, left the Debtor in August 2014 and has since become executive chef at Wilson Farm in Lexington. Judge William C. Hillman presides over the case. Alex F. Mattera, Esq., at Demeo, LLP, serves as the Debtor's bankruptcy counsel. Sandrine's Limited Liability Company is based in Cambridge, Massachusetts. SANTA FE GOLD: Incurs $944K Net Loss in Third Quarter of 2014 ------------------------------------------------------------- Santa Fe Gold Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $944,472 on $71,518 of total revenue for the three months ended Sept. 30, 2014, compared with a net loss of $4 million on $1.19 million of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $20.9 million in total assets, $29.09 million in total liabilities, and a stockholders' deficit of $8.18 million. A copy of the Form 10-Q is available at: http://is.gd/j7X8CA Headquartered in Albuquerque, New Mexico, Santa Fe Gold Corporation acquires and develops mining properties. In January 2014, the Company entered into a definitive merger agreement with Tyhee Gold Corp but terminated the agreement due to Tyhee's failure to close a qualified financing of $20 million as part of the merger. SEARS HOLDINGS: EVP and Online Services President Resigns --------------------------------------------------------- Imran Jooma resigned as executive vice president and president, Online, Marketing, Pricing and Financial Services of Sears Holdings Corporation, effective Feb. 6, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. 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. SEGA BIOFUELS: Court Enters Final Decree Closing Chapter 11 Case ---------------------------------------------------------------- U.S. Bankruptcy Judge John S. Dalis, on Dec. 9, 2014, entered a final decree closing the Chapter 11 case of Sega Biofuels LLC. Judge Dalis, in his order, said that there is no further need for injunctive and other equitable relief in the case. The Debtor's amended Chapter 11 plan was confirmed on July 18, 2014. The Amended Plan proposes to pay creditors in full. The Debtor estimates that claims will total $19,331,457, with secured claims totaling $11,897,747 and general unsecured claims totaling $1,804,710. The Amended Plan also contains agreements with certain parties-in-interest, including Logistec USA, Inc., which provides storage and handling services to the Debtor; Ogle Engineering; James Huntley; and United Forest Products. The Debtor said it will be unable to make payments due under its agreement with Logistec but that it is negotiating another agreement with the service provider, which agreement is anticipated to be in place by the time the of Plan confirmation. The Debtor added that it will extend the proceedings related to its objection to the claim of Ogle Engineering and James Huntley to allow for the parties to determine which amounts in the claims filed may be substantiated to the satisfaction of the Debtor. It is possible that some or all of the claims of these creditors will be allowed and will become part of the group of general unsecured claims. United Forest filed a claim in an unspecified amount. The Debtor agreed that United Forest may file an amended proof of claim in the amount of $73,722, and that the Debtor will not object to that amended claim becoming part of the Class of General Unsecured Claims. The Debtor has obtained Court authority to enter into a premium finance agreement with Premium Assignment Corporation, which agreement provides for the financing of the insurance premiums to be paid for the Debtor's insurance policies. The policies will bear a total premium of $156,000. PAC is granted a first and only priority security interest in (i) all unearned premiums and dividends which may become payable under the financed insurance policies for whatever reason; and (ii) loss payments which reduce the unearned premiums, subject to any mortgage or loss payee interests. The Bankruptcy Court, separately, issued an order granting the motion of Deere Credit, Inc., to reinstate the consent order requiring the Debtor to cure default and to assume or reject lease between the Debtor and Deere. A full-text copy of the May 2, 2014 Amended Disclosure Statement is available at http://bankrupt.com/misc/SEGAds0502.pdf About Sega Biofuels Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta, Georgia, filed a petition for Chapter 11 protection (Bankr. S.D. Ga. 13-50694) on Sept. 11, 2013, in Waycross, Georgia. The Company listed assets worth $10.6 million and debt totaling $13.7 million. C. James McCallar, Jr., Esq., at McCallar Law Firm, in Savannah, Georgia. The U.S. Trustee has not appointed an official committee in the Debtor's bankruptcy case. SIBLING GROUP: Has $1.48-Mil. Net Loss in Third Quarter ------------------------------------------------------- Sibling Group Holdings Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $1.48 million on $530,000 of revenues for the three months ended Sept. 30, 2014, compared with a net loss of $253,000 on $nil of revenues for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $1.75 million in total assets, $2.98 million in total liabilities, and a stockholders' deficit of $1.23 million. The Company has limited revenues, has a working capital deficit of $2.33 million for the recent three months ended Sept. 30, 2014. These conditions raise substantial doubt about 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/I79c3J Sibling Group Holdings, Inc., focuses on providing services and technology in the field of education. It operates through two divisions, Educational Management Organization (EMO) and Technology and Services Group (TSG). The EMO division intends to provide school management services, primarily within the charter school arena. The TSG division focuses on the development and deployment of software, systems, and procedures to enhance the rate of learning in primary and secondary education. The company also offers online curriculum with 192 master courses for the K-12 marketplace. In addition, it provides software to the public school market that allows for communications between the teacher and the students using blogging like functionality; and professional development courses for teachers in the area of special education. The company was formerly known as Sibling Entertainment Group Holdings, Inc. and changed its name to Sibling Group Holdings, Inc. in August 2012. Sibling Group Holdings, Inc. was founded in 2010 and is based in Austin, Texas. SIDEWINDER DRILLING: Moody's Cuts Sr. Unsec. Notes Rating to Caa1 ----------------------------------------------------------------- Moody's Investors Service downgraded Sidewinder Drilling Inc.'s senior unsecured notes ratings to Caa1 from B3. Moody's affirmed Sidewinder's B3 Corporate Family Rating (CFR) and assigned a Speculative Grade Liquidity Rating of SGL-3. The outlook was changed to negative from stable. "The downgrade of the senior notes reflects the doubling of the size of Sidewinder's senior secured credit facility, increasing the potential claim to the company's assets that holds priority over the notes," commented Pete Speer, Moody's Senior Vice President. "The negative outlook reflects the weaker outlook for overall land drilling activity in 2015 and into 2016, which will pressure Sidewinder's cash flows and credit metrics and could diminish its liquidity." Issuer: Sidewinder Drilling Inc. Outlook Action: Changed to Negative from Stable Downgrade: Senior Unsecured Notes, Caa1 (LGD4) from B3 (LGD4) Affirmations: Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Ratings Assigned: Speculative Grade Liquidity Rating assigned at SGL-3 Ratings Rationale Sidewinder obtained two increases in the size of its revolving credit facility during the third quarter of 2014, increasing the committed revolver capacity from $50 million to $80 million and then $100 million. These increases were necessary to bolster the company's available liquidity in response to higher than forecasted revolver borrowings to fund capital spending and unplanned maintenance expenditures. The company's operating performance and cash flows were well below expectations in the LTM period ended September 30, 2014 because of increased maintenance spending that was expensed over the period and higher than expected rig downtime in the first part of that period. The greater revolver borrowings and increased facility size results in a larger potential senior secured claim to the assets over the $250 million senior unsecured notes. Consequently the notes were downgraded to Caa1, or one notch beneath the B3 CFR, under Moody's Loss Given Default Methodology. The negative outlook reflects Sidewinder's high debt levels entering the anticipated downturn in onshore drilling activity in 2015 in response to the recent collapse in oil prices. The company's leverage metrics are likely to deteriorate and its liquidity could become constrained depending on the severity and length of the decline in drilling activity. Sidewinder's B3 CFR incorporates risks of its small scale and market position as a land drilling rig company operating in the highly competitive and cyclical North American land drilling market. The affirmation of the B3 CFR reflects the company's meaningful contract backlog entering 2015, its fleet of 14 new high specification rigs and 10 SCR rigs that are competitive for drilling horizontal wells, and its adequate liquidity. The company also has 12 relatively new mechanical rigs that management views as core in that these rigs are highly customized and flexible for operating in the Marcellus, Utica and Arkoma basins. While these rigs are presently highly utilized, they will be more vulnerable to competition from higher specification rigs with automated capabilities. The SGL-3 rating reflects Moody's expectation that Sidewinder will maintain adequate liquidity through 2015. As of September 30, 2014, the company had $6 million in cash and $64 million available under its $100 million revolving credit facility that matures in July 2019. Revolver borrowings will increase during the fourth quarter of 2014 and could continue to rise through the first quarter of 2015 to fund the construction of two newbuild rigs. Importantly, the credit facility is an asset based lending facility that has no financial maintenance covenants as long as revolver borrowings don't exceed $80 million. In that event the company would have to maintain a minimum fixed charge coverage ratio as defined in the agreement. Moody's expects the company's borrowings to remain meaningfully under the $80 million threshold, leaving it with available borrowing capacity for liquidity purposes and no financial covenant compliance requirements. After the new rigs are completed in the first quarter of 2015 the company can cut its maintenance capital spending substantially and should benefit from cash flow from working capital in the early stage of the downturn. The credit facility has a first-lien on substantially all of Sidewinder's assets, so any asset sales are likely to repay revolver borrowings and therefore won't be a source of cash. If Sidewinder's cash flows decline even worse than expected in 2015 then its liquidity could become constrained and the ratings downgraded. If available borrowing capacity on the revolver were to decline below $35 million or interest coverage (EBITDA/Interest) were to fall below 1.5x on a run rate basis then the ratings could be downgraded. An upgrade is unlikely absent a much more supportive oil price environment and outlook for onshore drilling activity. To be considered for an upgrade to B2, Sidewinder will need to demonstrate consistent operational performance, contract execution and reduce Debt/EBITDA below 3x on a sustained basis. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Sidewinder Drilling Inc. is a contract land driller headquartered in Houston, Texas. The company is a private company owned primarily by Avista Capital Partners. SKY VENTURES: MacGillivray Ranch Not Entitled to Admin. Claim ------------------------------------------------------------- Bankruptcy Judge Michael E. Ridgway denied the request of MacGillivray Ranch, LLC, a lessor of nonresidential real property formerly used by debtor Sky Ventures, LLC, for an order resetting the rejection date of the lease between them, from May 14, 2014 to July 15, 2014, and for an order allowing MacGillivray an administrative claim for post-petition rent and other lease obligations. The Debtor objected to the request of MacGillivray; it contended that MacGillivray was not entitled to an administrative claim; that any claim it may have would be a claim for pre-petition contract damages; and because it failed to file a claim within thirty days of the order allowing rejection, it was also barred from claiming those damages as an administrative claim. MacGillivray filed a proof of claim on September 15, 2014. The total amount claimed is $51,130.21 for "unpaid rent, taxes and utilities on commercial lease." Claims Register No. 33-1. A copy of the Court's December 23, 2014 Memorandum Opinion and Order is available at http://is.gd/SQVMMgfrom Leagle.com. Sky Ventures, LLC, in New Hope, Minn., filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 14-42107) on May 14, 2014. Hon. Michael E. Ridgway presides over the case. Daniel C. Beck, Esq., and Jacob B. Sellers, Esq., at Winthrop & Weinstine PA; and Greta M Brouphy, Esq., Leslie A Collins, Esq., and Douglas S Draper, Esq., at Heller Draper Patrick & Horn LLC, serve as the Debtor's counsel. It estimated both assets and debts of between $1 million to $10 million. The petition was signed by Barry M. Zelickson, senior vice president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mnb14-42107.pdf SOL-MAR CORPORATION: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Sol-Mar Corporation 267 Ferry Street Newark, NJ 07105 Case No.: 14-35730 Chapter 11 Petition Date: December 23, 2014 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Novalyn L. Winfield Debtor's Counsel: David L. Bruck, Esq. GREENBAUM, ROWE, SMITH & DAVIS LLP P.O. Box 5600 Woodbridge, NJ 07095 Tel: (732) 549-5600 Fax: (732) 549-1881 Email: bankruptcy@greenbaumlaw.com dbruck@greenbaumlaw.com Total Assets: $1.13 million Total Liabilities: $2.98 million The petition was signed by Antonio Nobre, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb14-35730.pdf SPECIALTY HOSPITAL: DCA Acquires Business, Exits Chapter 11 ----------------------------------------------------------- Specialty Hospitals of Washington -- which operates the only Long- Term Acute Care Hospitals (LTACH) in the greater metropolitan area surrounding and including Washington, DC, as well as the area's only nursing home facilities licensed for residents requiring ventilators -- on Dec. 22 disclosed that it has been acquired by DCA Acquisitions, LLC and has emerged from Chapter 11. In addition, Marc C. Ferrell, a seasoned entrepreneur and executive in the LTACH industry, has been named the company's new Chief Executive Officer, effective immediately. "Specialty Hospitals has emerged from the restructuring process with a strong financial foundation and we are well positioned to provide an enhanced level of service as the leading long-term acute care resource in the greater Washington, DC metropolitan area," said Marc Ferrell, Chief Executive Officer of DCA Acquisitions, LLC, the new owner of Specialty Hospitals. "We are very much aware of our critical position in the region's continuum of care, allowing patients in our care to recover from critical and complex injuries and remain safely where they are with the same physicians and nurses, close to their loved ones. As Specialty Hospitals moves forward, we intend to invest in our facilities, which are an important resource for not only the approximately 1,500 patients in our care annually, but our community as a whole." During the restructuring process, which began in May 2014, Specialty Hospitals continued to provide vital services without disruption to its more than 300 patients and residents, their families, and the company's more than 750 employees. Specialty Hospitals' two health care facilities are the only LTACH operations in Washington, D.C. and the only freestanding LTACHs between Philadelphia and Richmond. The Capitol Hill facility has 117 Skilled Nursing Facility (SNF) beds and 60 LTACH beds. The Hadley facility has 62 SNF beds and 82 LTACH beds. Chief Executive Officer Marc Ferrell joins Specialty Hospitals with more than 23 years of experience in working with Long-Term Acute Care Hospitals and healthcare providers generally. Most recently, he was the Chief Operating Officer and Co-Founder of Vista Healthcare, an LTACH start-up based in Los Angeles, where he directed day-to-day operations at the hospital and corporate levels. Through Mr. Ferrell's leadership, Vista grew into a 280- bed, five-facility LTACH system, largely by acquiring and re-opening shuttered acute care hospitals as LTACHs. Prior to Vista, Mr. Ferrell was Vice President of Hospital Operations at Specialty Healthcare Services, a start-up LTACH business that grew to seven LTACHs in four different states. Contact: Lisa Proctor, Vice President of Public Relations and Marketing (202) 574-5715 lproctor@shwdc.com Long term acute care hospitals (LTACHs) have been established to concentrate on medically complex and critically ill patients. LTACHs provide highly specialized care to promote and optimize recovery potential. LTACHs are typically designed to offer patients a longer length of stay and a more resource-intensive level of physician and nursing care, along with individualized therapies. The Specialty Hospitals of Washington are accredited by The Joint Commission and provides healthcare services to adult patients (pediatric services exempt) and residents and prohibits discrimination based on race, religion, gender identity or expression, sex, sexual orientation, national origin, age, physical or mental disability, marital status, personal appearance, family responsibilities, political affiliation, matriculation, or status as a covered veteran in accordance with applicable federal, state and local laws. SPECIALTY HOSPITAL: Hires Sills Cummis as Special Counsel --------------------------------------------------------- Specialty Hospital of Washington, LLC and certain of its affiliates and The Official Committee of Unsecured Creditors of the Debtors, seek authorization from the U.S. Bankruptcy Court for the District of Columbia to employ Sills Cummis & Gross P.C. as special counsel. The Debtors and Committee seek Court authorization to employ and retain Sills Cummis as their special counsel to conduct an investigation into claims and causes of action excluded from the sale of assets to DCA Acquisitions, LLC, including, without limitation, potential claims and causes of action for negligence and other torts, and claims arising under section 548 of the Bankruptcy Code (collectively, the "Claims"). The professional services that Sills Cummis will render for the benefit of the estates will include, but shall not necessarily be limited to, the following: (a) investigate the potential Claims; (b) review and analyze relevant insurance policies and coverage issues; (c) report to the Debtors and Committee with respect to the results of the investigation and analysis and recommend whether any Claims should be pursued; and (d) perform all other necessary legal services and provide all other necessary legal advice to the Debtors and Committee in connection with the investigation of the Claims. Sills Cummis will be paid at these hourly rates: Andrew H. Sherman $573.75 Boris I. Mankovetskiy $487.90 Lucas F. Hammonds $335.75 Members $495-$725 Of Counsel $440-$715 Associates $245-$495 Paralegals $150-$295 Sills Cummis' fees and expenses for this engagement will be limited to the sum of $50,000 (the "Cap"). Sills Cummis will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew H. Sherman, member of Sills Cummis, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Sills Cummis can be reached at: Andrew H. Sherman, Esq. SILLS CUMMIS & GROSS P.C. The Legal Center One Riverfront Plaza Newark, NJ 07102 Tel: (973) 643-6982 Fax: (973) 643-6500 E-mail: asherman@sillscummis.com About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). The Debtor disclosed $3,120,119 in assets and $96,721,374 in liabilities as of the Chapter 11 filing. On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP as counsel. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtors' financial advisor. Cain Brothers & Company, LLC, is the Debtors' investment banker. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. SUMMIT TRAIL: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Summit Trail Development Inc. PO Box 631266 Highlands Ranch, CO 80163 Case No.: 14-26906 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 23, 2014 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Bruce Campbell Debtor's Counsel: Robert J. Shilliday, III, Esq. SHILLIDAY LAW, P.C. 730 17th Street, Suite 500 Denver, CO 80202-3580 Tel: 720-439-2500 Fax: 720-439-2501 Email: rjs@shillidaylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeffrey Kirkendall, vice president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SUMMIT AT WINTER: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Summit at Winter Park Land Company LLC PO Box 631266 Highlands Ranch, CO 80163 Case No.: 14-26908 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 23, 2014 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Elizabeth E. Brown Debtor's Counsel: Robert J. Shilliday, III, Esq. SHILLIDAY LAW, P.C. 730 17th Street, Suite 500 Denver, CO 80202-3580 Tel: 720-439-2500 Fax: 720-439-2501 Email: rjs@shillidaylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeffrey Kirkendall, manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SUSQUEHANNA AREA: Moody's Affirms Ba1 Sub. Revenue Bonds Rating --------------------------------------------------------------- Moody's Investors Service affirms the Baa3 rating of the Susquehanna Area Regional Airport Authority's (SARAA) airport system revenue bonds and the Ba1 rating of the subordinate revenue bonds. The outlook is stable. The authority operates Harrisburg International Airport (HIA) and three general aviation facilities: Capital City Airport, Franklin County Regional Airport, and Gettysburg Regional Airport. Rating Rationale The rating is based on the airport's minority position in a competitive air service market, the relatively stable economic condition of the local area, and the airport's strained finances. The rating also is based on Moody's expectation that the airport will be able to meet projections that will produce revenues adequate enough to pay all debt service. The airport continues to face a number of challenges that Moody's believes will weigh on the rating over the long term. These include low cash balances, a difficult competitive position and high costs that will prevent the airport from managing activity downturns with rate increases in passenger parking or airline fees. The airport's airline cost per enplaned passenger (CPE) was $13.39 for 2013, which remains well above the Moody's US airport median of $8.34. Debt per O&D enplaned passenger decreased to $218 in 2013, but still remains more than twice the median at $85. The high amount of leverage and associated debt service will ensure that costs per enplanement remains high, which could cause difficultly in attracting new airlines to the airport. Strengths * New airline agreement expected to be signed by all signatory airlines will extend the current leases until 2019 and provides airport ability to adjust rates to meet all bond covenants * Newly renovated airfield and terminal facilities should not require significant capital spending over the long-term and total debt service requirements are level through 2033 * Total debt service coverage on a bond ordinance basis is expected to remain at or above 1.30 times through the forecast period with no enplanement growth required * Service area economy is relatively stable and should continue to generate stable traffic demand Challenges * The loss of Frontier Airlines, which accounted for 6.4% of enplanements in 2013, will require other airlines to increase air service in order to maintain current enplanement levels * High debt levels are expected to keep financial and debt service coverage margins thin * Elevated cost per enplanement of $13.39 in 2013 and $13.41 in 2014, which is significantly higher than Moody's medians of $8.34 * Low cash reserves at only 171 days cash on hand limits financial flexibility * The airport operates in a highly competitive environment with two larger airports in Philadelphia, Baltimore, and Washington-Dulles within 110 miles Outlook The stable outlook is based on the expectation that the new airline service agreement will help revenues meet projections, which will maintain financial margins at current levels. What could change the rating -- UP Sustained enplanement and revenue growth that widens financial margins, improves on a sustained basis total debt service coverage ratios on a bond ordinance basis above 1.30 times or 1.10 times on a Moody's calculated net revenue basis and reduces airline costs could have a positive impact on the rating. A significant increase in financial liquidity could also place positive pressure on the rating. What could change the rating -- DOWN Declines in traffic which will lead to narrowing of financial margins, liquidity or debt service coverage below the rate covenant could lead to a downward revision of the outlook and rating. The rating could also face negative pressure if airlines continue to reduce service. The principal methodology used in this rating was Airports with Unregulated Rate Setting published in July 2011. THERAPEUTICSMD INC: To Sell $100 Million Worth of Securities ------------------------------------------------------------ TherapeuticsMD, Inc., filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to the offer and sale, in one or more series or issuances and on terms that the Company will determine at the time of the offering, any combination of common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts and units of up to an aggregate amount of $100,000,000. The Company's common stock is listed on the NYSE MKT under the symbol "TXMD." The last reported sale price of the Company's common stock on Dec. 18, 2014, was $4.36 per share. A copy of the regulatory filing is available at http://is.gd/naTUcc About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. TherapeuticsMD reported a net loss of $28.41 million in 2013, a net loss of $35.12 million in 2012, and a net loss of $12.9 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $74.60 million in total assets, $11 million in total liabilities, all current, and $63.60 million in total stockholders' equity. TRITON EMISSION: Investments Needed to Continue as Going Concern ---------------------------------------------------------------- Triton Emission Solutions Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $2.36 million on $2,680 of total revenues for the three months ended Sept. 30, 2014, compared to a net loss of $275,000 on $334,000 of total revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $53.09 million in total assets, $4 million in total liabilities and total stockholders' equity of $49.09 million. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/fLB1qY Triton Emission Solutions, Inc. develops and markets environmental and pollution emission control solutions such as the DSOX-15 and DSOX-20 fuel purification systems. The company was founded on March 2, 2000 and is headquartered in San Juan, Puerto Rico. TRIUMPH GROUP: Moody's Affirms Ba2 CFR & Ba3 Sr. Unsecured Rating ----------------------------------------------------------------- Moody's Investors Service has affirmed the debt ratings of Triumph Group, including the Ba2 corporate family rating and Ba3 senior unsecured ratings, but changed the rating outlook to stable from positive. The Speculative Grade Liquidity Rating is unchanged at SGL-2. Issuer: Triumph Group Ratings/Outlook changed: Rating Outlook, to Stable from Positive The following ratings were affirmed: Corporate Family Rating, Ba2 Probability of Default Rating, Ba2-PD $375 million senior unsecured notes due 2021, Ba3 (LGD5) $300 million senior unsecured notes due 2022, Ba3 (LGD5) Ratings Rationale The rating outlook has been revised to stable from positive to reflect concerns around a weakening of the quality of Triumph's platform portfolio with expected declines in production rates of several key programs. Moody's believes there is meaningful risk for additional cuts on these programs, particularly the 747 (Triumph's largest platform by backlog). This could result in forward loss charges and reduced earnings and cash flow growth. On-going weakness in military sales, execution risk relating to Gulfstream's G280/G650 wing work (recently assumed from Spirit) and the likelihood of a more aggressive share buyback program also temper the rating. Triumph's Ba2 corporate family rating reflects the company's well- established presence as an aerospace supplier with a large Tier One capable-aerostructure business, diversified across a wide breadth of programs as well as the sole-source nature of many of the company's programs. Triumph still has a robust backlog ($4.75 billion as of September 30, 2014 - representing more than 100% of annual revenues) and the cyclical upturn in commercial aerospace demand. Nonetheless, there is also a high degree of customer concentration (Boeing accounts for ~45% of sales), the cyclicality of the commercial aerospace industry, and downside risk from additional cuts in key commercial and military platforms. The company's SGL-2 Speculative Grade Liquidity rating reflects expectations for a continuation of a good liquidity profile over the next 12-18 months. For FY 2015, Moody's anticipate operating cash flows of about $500 million (inclusive of a one-time $135 million settlement with Eaton Corp), capital expenditures of $130 million and free cash flow of about $380 million, which equates to ~20% FCF as a % of debt (or ~13% excluding the Eaton settlement). Triumph's liquidity profile is also supported by a $1.0 billion senior secured revolving credit facility ($700 million available as of September 2014) and a $225 million Accounts Receivables facility ($65 million in availability). Moody's expects Triumph to maintain comfortable compliance with respect to its financial covenants over the next four quarters. The stable outlook incorporates expectations of Triumph maintaining a relatively robust set of credit metrics, a solid cash flow profile, and the likelihood of margin improvement over the intermediate term. The ratings and/or outlook could be lowered should an unexpected demand decline occur in the commercial aerospace sector. Unanticipated rate changes/reduction announcements from the OEM's, particularly Boeing, which could lead to a deterioration of Triumph's operating performance, could also result in a ratings downgrade. Moreover, if Triumph were to increase debt levels materially for any reason, including acquisitions with debt to EBITDA exceeding 4.0 times on a sustained basis, the rating could be lowered. A ratings upgrade could occur if meaningful new program wins and/or a significant upsizing of existing programs were deemed to largely mitigate the risk of further production cuts on existing key platforms. The ratings could also be upgraded if Triumph were to sufficiently lower leverage such that Debt to EBITDA on a Moody's adjusted basis was sustained below 2.75 times and free cash flow to debt was sustained above 15%. The Ba3 (LGD5) rating assigned to the $375 million senior unsecured notes due 2021 as well as the $300 million senior unsecured notes due 2022 is one notch below the Ba2 Corporate Family Rating, reflecting that the notes are unsecured obligations of the company and rank junior to the company's senior secured credit facility. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Triumph designs, engineers, manufactures, repairs, overhauls and distributes a broad portfolio of aerostructures, aircraft components, accessories, subassemblies and systems. The company serves commercial aerospace (57% of sales), military (28%), business jet (11%) and regional (2%) markets Revenues were approximately $3.7 billion for the twelve months ended Sept. 30, 2014. U.S. COAL: Judge Says Co. Can Begin Spending $2 Million Loan ------------------------------------------------------------ Katy Stech, writing for Daily Bankruptcy Review, reported that a bankruptcy judge said that U.S. Coal Corp. can take out a $2 million loan to keep its Kentucky coal mining operations running while executives figure out how to get the company out of bankruptcy. According to the report, with Judge Tracey Wise's approval, U.S. Coal executives can begin spending money extended by Alabama-based Porter Capital Corp. The struggling company was cut off from its $10 million bank loan earlier this year, according to documents filed in U.S. Bankruptcy Court in Lexington, Kentucky. About U.S. Coal and Licking River On May 22, 2014, an involuntary Chapter 11 petition was filed against Licking River Mining, LLC, before the United States Bankruptcy Court for the Eastern District of Kentucky. On May 23, 2014, an involuntary Chapter 11 petition was filed against Licking River Resources, Inc. and Fox Knob Coal., Inc. On June 3, 2014, an involuntary Chapter 11 petition was filed against S.M. & J., Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed against J.A.D. Coal Company, Inc. On June 12, 2014, the Court entered an order for relief in each of the bankruptcy cases. On June 10, 2014, an involuntary Chapter 11 petition was filed against U.S. Coal Corporation. On June 27, 2014, the Court entered an order for relief in U.S. Coal's bankruptcy case. On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc., Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed petitions in the United States Bankruptcy Court for the Eastern District of Kentucky seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Chief Judge Tracey N. Wise. The Debtors are seeking to have their cases jointly administered for procedural purposes, meaning that upon entry of such an order all pleadings will be maintained on the case docket for Licking River Mining, LLC, Case No. 14-10201. U.S. Coal produces and sells thermal coal purchased primarily by utilities and trading companies and specialty coal purchased by various industrial customers and trading companies (known as "stoker" coal). U.S. Coal operates through two divisions: (1) the Licking River Division that was formed through the acquisition of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in January 2007 for $33 million., and (2) the J.A.D. Division that was formed through the acquisition of JAD and Fox Knob, and Sandlick Coal Company, LLC and Harlan County Mining, LLC in April 2008 for $41 million. Both the LRR Division and the JAD Division are located in the Central Appalachia region of eastern Kentucky. The LRR Division has approximately 26.3 million tons of surface reserves under lease. The JAD Division has 24.4 million tons of surface reserves, both leased and owned real property. At present, U.S. Coal has three surface mines in operation between the LRR Division and JAD Division. The Official Committee of Unsecured Creditors has tapped Barber Law PLLC and Foley & Lardner as attorneys. UNILAVA CORP: Incurs $332,000 Net Loss in Third Quarter ------------------------------------------------------- Unilava Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $332,449 on $457,395 of revenue for the three months ended Sept. 30, 2014, compared to a net loss of $452,719 on $666,133 of revenue for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $1.14 million on $1.50 million of revenue compared to a net loss of $1.21 million on $2.12 million of revenue for the same period last year. As of Sept. 30, 2014, the Company had $1.46 million in total assets, $9.25 million in total liabilities and a $7.78 million total stockholders' deficit. The Company has recently sustained operating losses and has an accumulated deficit of $9,269,362 at Sept. 30, 2014. In addition, the Company has negative working capital of $9,149,192 at Sept. 30, 2014. "The Company has and will continue to use significant capital to grow and acquire market share. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of their common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty." A full-text copy of the Form 10-Q is available for free at: http://is.gd/rgBNFV About Unilava Corporation Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/-- is a diversified communications holding company incorporated under the laws of the State of Wyoming in 2009. Unilava and its subsidiary brands provide a variety of communications services, products, and equipment that address the needs of corporations, small businesses and consumers. The Company is licensed to provide long distance services in 41 states throughout the U.S. and local phone services across 11 states. Through its carrier- grade microwave wireless broadband infrastructure and broadband Internet access partners, the Company also offers mobile and high- definition IP-hosted voice services to residential customers and corporate clients. Additionally, Unilava delivers a comprehensive and integrated suite of fee-based online and mobile advertising and web services to a broad array of business enterprises. Headquartered in San Francisco, the Company has regional offices in Chicago, Seoul, Hong Kong, and Beijing. Unilava Corp reported a net loss of $1.17 million on $2.68 million of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $1.58 million on $3.10 million of revenue for the year ended Dec. 31, 2012. Shelley International CPA, in Mesa, AZ, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. UNITED SECURITY: A.M. Best Lowers Fin. Strength Rating to 'C++' --------------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to C++ (Marginal) from B- (Fair) and the issuer credit rating to "b+" from "bb-" and placed the ratings under review with negative implications for United Security Assurance Company of Pennsylvania (United Security) (Souderton, PA). The rating actions are a result of A.M. Best's review of United Security's most recent regulatory statements in which the company reported a substantial operating loss, causing a sharp decline in absolute and risk-adjusted capitalization. The primary driver of the decline was the continued unfavorable claims experience on certain blocks of acquired long-term care (LTC) business. This experience resulted in increases in claim reserves and is consistent with recently published industry data regarding claims experience and incidence rates of older-aged policyholders. Although management is actively working to implement an improvement plan, which includes the pursuit of material rate increases to help improve operating performance in its acquired LTC business, A.M. Best believes these actions will take time to have a meaningful impact on future operating results. Additionally, the organization continues to be encumbered by high financial leverage at its parent, CMS Financial Services Corp. In placing the company's ratings under review with negative implications, A.M. Best believes that given United Security's adverse underwriting results in its legacy LTC blocks, it will be challenged to reverse declining capital and surplus trends and improve risk-adjusted capitalization without a meaningful infusion of capital. A.M. Best expects to meet with United Security's management shortly to review alternatives to improve its capitalization, after which A.M. Best expects to resolve the under review status. VANN'S INC: Ex-Employees Settle Lawsuit Against Insiders -------------------------------------------------------- Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that the bankruptcy trustee for the estate of Montana electronics retailer Vann's Inc. has settled a lawsuit against the company's former top brass for $15.5 million. According to the report, the settlement, filed in Montana bankruptcy court, will benefit Vann's creditors and former employees, who owned the company under employee-stock-ownership plan. About Vann's Inc. Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances and consumer electronics with five stores in Montana, filed for Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in Butte, Montana, on Aug. 5, 2012. Founded in 1961, Vann's also owned outdoor clothing and sports products at http://www.bigskycountry.com/ Vann's was owned by an employee stock ownership plan trust. By the Chapter 11 bankruptcy petition date, Vann's employed 160 persons in 5 retail stores, and Apple designed mobile store in Missoula (OnStore), a warehouse in Lolo and a call center in Missoula. Vann's sold appliances, consumer goods and related products together with outdoor equipment, and clothing, footwear for outdoor activities. E-Commerce sales represented one half of total company sales. In 2011, Vann's generated a total of $100.8 million in sales, but suffered a net loss of $1.3 million. Substantial losses began in 2008. Vann's Inc. disclosed assets of $17.6 million and liabilities of $14.4 million. Assets include $12.2 million cost-value of inventory plus $1 million in current accounts receivable. The Company owes $4 million to First Interstate Bank. It also owes $4.8 million on an inventory loan from GE Commercial Distribution Finance Corp. Bankruptcy Judge John L. Peterson presides over the case. Vann's hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A. Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as turnaround and restructuring advisors. Prepetition lender GE Commercial Distribution Finance Corporation is represented by Gary Vincent, Esq., at Husch Blackwell LLP, and the Law Offices of John P. Paul, PLLC. First Interstate Bank, the DIP Lender, is represented by Benjamin P. Hursh, Esq., at Crowley Fleck PLLP. The U.S. Trustee formed a seven-member creditors committee. The Committee is represented by Halperin Battagia Raicht, LLP, and Ross Richardson. The Court appointed Montana lawyer Richard J. Samson as trustee for Vann's on Oct. 3, 2012. On Oct. 26, the Court approved the stipulation between the Chapter 11 Trustee, First Interstate Bank, GE, the Creditors' Committee and U.S. Trustee to convert the case to Chapter 7. The Court approved the sale of five Vann's retail stores to Texas- based McMagic Partners LP. Pursuant to the $4.5 million deal, McMagic acquired the retail electronic and appliance stores in Missoula, Hamilton, the Flathead Valley, Billings and Bozeman. McMagic is owned by a Florida-based company that runs a chain of electronics stores in the Southwest. VERITEQ CORP: Stockholders Elected Two Directors ------------------------------------------------ VeriTeQ Corporation held its 2014 annual meeting of stockholders on Dec. 18, 2014, at which the stockholders: 1. elected Ned L. Siegel and Shawn A. Wooden as directors to hold office until the 2017 annual meeting of stockholders; 2. approved and adopted an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the total number of shares that the Company is authorized to issue from 500 million to 10 billion; 3. approved and adopted an amendment to the Company's Amended and Restated Certificate of Incorporation to reduce the par value of the Company's common stock from $0.01 per share to $0.00001 per share; 4. approved the granting of discretionary authority to the Board of Directors, for a period of 12 months after the date the Company's stockholders approve the proposal, to effect a reverse split of the issued and outstanding Common Stock of the Company, at a ratio not to exceed 1-for-1000, or to determine not to proceed with the reverse stock split; 5. approved a proposal to amend the Company's 2014 Stock Incentive Plan to increase the number of shares reserved under the plan from 50 million to 500 million; 6. approved a non-binding, advisory proposal to approve the Company's compensation to its named executive officers. 7. selected "Every Three Years" as the frequency of future non- binding, advisory votes to approve the Company's compensation to its named executive officers; and 8. ratified the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2014. About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. For more information on VeriTeQ, please visit www.veriteqcorp.com Veriteq Corporation reported a net loss of $15.07 million on $18,000 of sales for the year ended Dec. 31, 2013, as compared with a net loss of $1.60 million on $0 of sales for the year ended Dec. 31, 2012. As of Sept. 30, 2014, the Company had $6.77 million in total assets, $13.96 million in total liabilities, and a $7.18 million stockholders' deficit. EisnerAmper LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring net losses, and at Dec. 31, 2013, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. VILLAGE AT NIPOMO: Edwin F. Moore Says Counsel Not Disinterested ---------------------------------------------------------------- Interested Party Edwin F. Moore objected to debtor The Village at Nipomo, LLC's motion to employ Edwin R. Rambuski as counsel, stating that Mr. Rambuski is not "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtor, in its application, said that Mr. Rambuski will be compensated $300 per hour and the paralegal will be paid $65 per hour. Mr. Moore said that Mr. Rambuski represents two of the three interest holders of the Debtor LLC, Thomas McLaughlin and Linda Walter. Mr. Moore added that the Debtor's failure to obtain disinterested counsel, and the lack of need for it, argue for dismissal of the case. Mr. Moore is represented by: Illyssa I. Fogel, Esq. ILLYSSA I. FOGEL & ASSOCIATES P.O. Box 437 25 N. US Highway 95 S. McDermitt, NV 89421 Tel: (775) 532-8088 Fax: (775) 532-8099 E-mail: ifogel@iiflaw.com About Village at Nipomo The Village at Nipomo, LLC, operator of a shopping center in Tefft and Mary Streets, in Nipomo, California, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013. The company sought bankruptcy protection following efforts by Pacific Western Bank to appoint a receiver for the Debtor's commercial shopping center known as "The Village at Nipomo". VAN LLC was formed by Edwin F. Moore, who is currently a member of the Debtor, holding a 25 percent interest in the company. Edwin Moore and Carolyn W. Moore earlier filed a separate Chapter 11 petition (Case No. 12-15817). The Debtor disclosed $11,802,970 in assets and $9,645,558 in liabilities as of the Chapter 11 filing. The Debtor is represented by Illyssa I. Fogel, Esq., at Illyssa I. Fogel & Associates. WALTER ENERGY: Gives $4.8 Million Cash Awards to 3 Executives ------------------------------------------------------------- Walter Energy, Inc., entered into award agreements with three of the Company's current named executive officers, Walter J. Scheller, III, William G. Harvey and Earl H. Doppelt. The terms of the Award Agreements with those executive officers provide that they will receive a cash award, to be paid by the Company on the effective date of the Award Agreement, equal to a multiple of such executive officer's current annual base salary. Pursuant to their respective Award Agreements, Mr. Scheller received an Award of $2,400,000 (or approximately 2.9x his current base salary), Mr. Harvey received an Award of $1,300,000 (or approximately 2.6x his current base salary) and Mr. Doppelt received an Award of $1,100,000 (or approximately 2.4x his current base salary). These awards are intended to recognize excellent individual performance and to retain the services of the executives for three full years in a challenging environment. Under the terms of each such executive officer's Award Agreement, the executive officer will be required to repay the full gross amount of the Award to the Company if such executive officer's employment with the Company is terminated by the executive officer without good reason, which would include a retirement by the executive officer without good reason, or by the Company for cause prior to the third anniversary of the effective date of the Award Agreement. About Walter Energy Walter Energy is a leading, publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to high-growth steel markets in Asia, South America and Europe. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,900 employees with operations in the United States, Canada and United Kingdom. The Company's balance sheet at Sept. 30, 2014, showed $5.64 billion in total assets, $5.18 billion in total liabilities and $454.91 million in total stockholders' equity. * * * As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings Services said it raised its corporate credit rating on Birmingham, Ala.-based Walter Energy Inc. to 'CCC+' from 'SD'. S&P believes the company's capital structure is likely unsustainable in the long-term absent an improvement in met coal prices. The TCR reported on July 10, 2014, that Moody's downgraded the Corporate Family Rating of Walter Energy, Inc., to Caa2 from Caa1. "The downgrade in the corporate family rating reflects the anticipated deterioration in performance, increased cash burn and increase in leverage, given the recent met coal benchmark settlement of $120 per tonne for high quality coking coal and our expectation that meaningful recovery in metallurgical coal markets is twelve to eighteen months away." WASHINGTON MUTUAL: Judge Approves $37MM Bankruptcy Settlement ------------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that a bankruptcy judge tied up a remaining loose end from the 2008 collapse of Washington Mutual Bank, endorsing a $37 million settlement of the company's claims against its former leaders. According to the report, Judge Mary Walrath signed off on the settlement at a hearing in the U.S. Bankruptcy Court in Wilmington, Del., where the failed thrift's corporate parent, Washington Mutual Inc., took refuge in 2008. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- was the holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on September 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. WAVE SYSTEMS: To Rescind Portions of Stock Option Grants -------------------------------------------------------- The Board of Directors of Wave Systems Corp. has concluded that certain stock options granted in 2013 or 2014 under the Wave Systems Corp. Amended and Restated 1994 Employee Stock Option Plan, as amended to William Solms, Wave's president and chief executive officer, Walter A. Shephard, Wave's chief financial officer and Gerard T. Feeney, Wave's former chief financial officer were granted in error and in excess of the annual limits set forth in the Plan as a result of an oversight regarding the impact of the 1-for-4 reverse stock split completed by Wave in 2013. The Board has decided to rescind portions of the Original Stock Option Grants which exceeded the 162(m) Award Limit as follows: 225,000 stock options relating to Mr. Solms' Dec. 13, 2013, stock option grant; 150,000 stock options relating to Mr. Solms' Feb. 1, 2014, stock option grant; 175,000 stock options relating to Mr. Shephard's April 1, 2014 stock option grant; and 150,000 stock options relating to Mr. Feeney's Feb. 1, 2014, stock option grant. Because the Original Stock Option Grants were deemed to be an integral part the executives' compensation for the applicable fiscal year, the Board granted each of Messrs. Solms and Shephard stock options under the Plan to purchase the same number of shares of common stock underlying their Rescinded Stock Options and Mr. Feeney was granted a stock option to purchase 75,000 shares of Stock, with each of these stock options having the same terms, conditions and exercise price as the corresponding Rescinded Stock Options, except that if the original exercise price was below the closing price per share of Stock on the NASDAQ Capital Market on Dec. 12, 2014, the exercise price was increased to the higher closing price. The New Executive Stock Options will have the same vesting schedule as the corresponding Rescinded Stock Options. The New Feeney Stock Options will vest in full on Feb. 1, 2016. In addition, each of the 75,000 stock options held by Mr. Feeney relating to his Original Stock Option Grant will vest on Feb. 1, 2015, which when combined with the vesting schedule of the New Feeney Stock Options will result in the same vesting schedule as his Original Stock Option Grant. The grant of the New Executive Stock Options and the New Feeney Stock Options are subject to stockholders approving an amendment to the 162(m) Award Limit and none of these stock options will become exercisable before such approval. In addition, to compensate Messrs. Solms and Feeney for a $.03 difference in exercise price from the Rescinded Stock Options, Messrs. Solms and Feeney were granted a special cash payment in the amount of $4,500 and $2,250, respectively. Similarly, certain stock options issued in 2014 pursuant to the 1994 Non-Employee Directors Stock Option Plan were mistakenly recorded and reported at the pre-reverse split grant amount of 15,000 shares, rather than the 1-for-4 split adjusted grant amount of 3,750. The Company said it will correct these errors in future filings. About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. Wave Systems reported a net loss of $20.32 million in 2013, a net loss of $33.96 million in 2012 and a net loss of $10.79 million in 2011. KPMG LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that Wave Systems Corp. has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. WILLBROS GROUP: Moody's Affirms B3 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service changed Willbros Group, Inc.'s outlook to stable from positive and affirmed the B3 corporate family rating, B3-PD probability of default rating and SGL-3 speculative grade liquidity rating. At the same time, Moody's withdrew Willbros' term loan B rating and affirmed the Willbros United States Holdings Inc.'s asset-based lending facility rating of B1.The term loan B rating was withdrawn since the loan has been repaid and terminated. The change in Willbros rating outlook reflects the recent deterioration in operating results and credit metrics driven by execution issues on two pipeline projects, which resulted in the restatement of its financial results for the first six months of 2014. Outlook Actions: Issuer: Willbros Group, Inc. Outlook, Changed to Stable from Positive Outlook Actions: Issuer: Willbros United States Holdings Inc. Outlook, Changed to Stable from Positive Affirmations: Issuer: Willbros Group, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Speculative Grade Liquidity Rating, Affirmed at SGL-3 Issuer: Willbros United States Holdings Inc. $150 Million Asset-Based Lending Facility, Affirmed B1 (LGD2) Withdrawals: Issuer: Willbros Group, Inc. $250 Term Loan B, Withdrawn at Caa1 (LGD5) Ratings Rationale Willbros' B3 corporate family rating reflects its small size, low profit margins, relatively low short-term backlog, exposure to highly competitive and cyclical end markets and track record of inconsistent project execution. The company has historically struggled to generate consistent profitability and has produced very weak EBITDA margins due to the competitive nature of the engineering and construction industry, periodic execution and productivity issues and its inability to effectively execute its growth strategy. As a result, the company's EBITDA margins have ranged from 3.4% to 5.7% over the past four years. Willbros was required to restate its financial results in the first half of 2014 to account for $30 million of additional costs, which proved it continues to lack the ability to consistently bid and execute projects without incurring unforeseen issues. Willbros had reported improved operating results in the first half of 2014 driven by significantly reduced losses in its Oil & Gas division. However, that proved to be fleeting since the results did not accurately reflect execution issues the company was experiencing on two pipeline projects. The restatement along with the company's decision to take on additional term loan borrowings also indicated that its low profit margins and weak interest coverage were not likely to materially improve in the short term. Willbros EBITDA margin remained low at only 4.8% and its interest coverage (EBITA/Interest Expense) weak at only 1.2x for the trailing twelve months ended September 30, 2014. The restatement of Willbros financial statements and the resulting delay in the filing of its third quarter financial statements put the company in violation of certain covenants and required a waiver from its credit facility lenders, which was received in December 2014. Willbros also amended its term loan facility in November 2014 to obtain covenant relief since it would have breached the minimum interest coverage covenant. Willbros then established a new $270 million term loan with KKR Credit Advisors and repaid its previous term loan B, which had an outstanding balance of $214 million as of September 30, 2014. The new term loan increases the company's liquidity and provides it with additional financial flexibility, but it also increases its leverage and interest costs. Willbros operating results are likely to improve in 2015 as it benefits from cost reduction initiatives and reduced losses in its Oil & Gas division due to more conservative bidding and improved execution as it refocuses on its core competencies. However, this will be tempered by its relatively low backlog of orders and lower oil industry exploration and production activity and the associated infrastructure build out due to the recent 45% decline in oil prices. Willbros is likely to produce relatively stable credit metrics in 2015 with its leverage ratio (Debt/EBITDA) remaining at about 4.3x and its interest coverage relatively flat at around 1.2x due to increased borrowings and higher interest costs. These ratios could improve if Willbros is successful in its attempt to sell non-core assets. The company has identified several non-core assets that it has been trying to sell or plans to market for sale to generate cash to pay down debt. Willbros speculative grade liquidity rating of SGL-3 reflects its adequate liquidity. The company had $102 million of liquidity on September 30, 2014 consisting of about $49 million in cash and $53 million of borrowing availability. Willbros' liquidity increased to about $148 million in mid-December including approximately $95 million in cash and around $53 million of borrowing availability. The increase in liquidity was attributable to the company establishing a new term loan facility. The company is expected to maintain adequate liquidity over the next 12 to 18 months as it utilizes the proceeds from its upsized term loan and free cash flow to fund the remaining $32.7 million WAPCo legal settlement and modestly reduce its term loan debt. Willbros stable outlook assumes its management is able to improve the oversight of project bidding and execution and substantially reduce the number of unforeseen negative issues that have arisen periodically on projects in the past. The outlook also reflects the expectation that its operating results and credit metrics will improve over the next 12 to 18 months. Willbros rating is not likely to experience upward pressure in the near term, but could be upgraded should the company grow its backlog of orders and sustain adjusted leverage (Debt/EBITDA) below 4.5x and interest coverage (EBITA/Interest Expense) above 2.0x. Downward rating pressure could develop if Willbros sustained its adjusted leverage above 5.5x or its interest coverage below 1.0x. Downward rating action could also occur if its margins deteriorate substantially, its liquidity is significantly reduced or the company does not maintain compliance with its bank covenants. The principal methodology used in these ratings was Construction Industry published in November 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Willbros Group, Inc, headquartered in Houston, Texas, provides engineering and construction (E&C) services to the oil, gas and power industries primarily in North America. Willbros reports its results in four segments: Oil & Gas (43% of revenues; 13% of backlog) is focused on the US market and specializes in pipelines and associated facilities and provides maintenance and turnaround services for refineries; Utility T&D (19%; 53%) provides end-to- end infrastructure construction services, primarily for the electric and natural gas utility end-markets; Canada (20%; 16%) provides maintenance and E&C services to the oil sands industry; and Professional Services (18%; 18%) provides engineering and design, project management, line locating and pipeline integrity services. Willbros' revenue for the 12 months ended September 30, 2014 was $2.15 billion and its backlog totaled $1.5 billion, of which $814 million was expected to be realized over the next twelve months. Approximately 86% of Willbros' backlog is in the US and 14% in Canada. WESTMORELAND COAL: Issues $350 Million Notes -------------------------------------------- Westmoreland Coal Company completed the issuance of $350 million in aggregate principal amount of its 8.75% Senior Secured Notes due 2022, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Notes were issued pursuant to an indenture, dated as of Dec. 16, 2014 (Closing Date), by and among the Company, certain subsidiary guarantors named therein, and U.S. Bank National Association, as trustee, and as notes collateral agent. The Notes were offered and sold inside the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and to persons outside the United States in reliance on Regulation S under the Securities Act. Maturity; Interest The Notes mature on Jan. 1, 2022, with interest accruing from the Closing Date, and payable semiannually, on January 1 and July 1 of each year, commencing July 1, 2015. The Notes are the Company's senior secured obligations, rank equally in right of payment with all of the Company's existing and future senior obligations, including the Term Loan Credit Facility Obligations and rank senior to all of the Company's existing and future indebtedness that is expressly subordinated to the Notes. Redemption; Repurchase The Company may redeem all or part of the Notes beginning on Jan. 1, 2018, at the redemption prices set forth in the Indenture, and prior to Jan. 1, 2018, at 100% of the principal amount plus the applicable premium described in the Indenture. In addition, at any time prior to Jan. 1, 2018, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 108.75% of the principal amount of the Notes to be redeemed, together with accrued and unpaid interest, if any, to the redemption date, subject to certain conditions. Guarantee; Security As of the Closing Date, the Notes were fully and unconditionally guaranteed by Westmoreland Energy LLC, Westmoreland Kemmerer, Inc., Westmoreland Mining LLC and Westmoreland Resources, Inc., and their respective subsidiaries (other than Absaloka Coal, LLC, Westmoreland Risk Management, Inc. and certain other immaterial subsidiaries). The Notes will not be guaranteed by Westmoreland Canada LLC or any of its subsidiaries, nor will they be guaranteed by Oxford Resource Partners, LP, or Oxford Resources GP, LLC, following the completion of the Company's previously announced acquisition of the Oxford GP. The Notes and the guarantees are secured equally and ratably with the Term Loan Credit Facility Obligations (i) by first priority liens on substantially all of the Company's and the guarantor parties' tangible and intangible assets (excluding certain equity interests, mineral rights and sales contracts and certain assets subject to existing liens) and (ii) subject to the Revolving Credit Facility Obligations, a second priority lien on substantially all cash, accounts and inventory of the Company and the guarantors, and any other property with respect to, evidencing or relating to such cash, accounts and inventory (whether now owned or hereinafter arising or acquired) and the proceeds and products thereof, subject in each case to permitted liens and certain exclusions. The Notes Collateral is shared equally with the lenders under the Term Loan Facility, who hold identical first and second priority liens, as applicable, on the Notes Collateral. Restrictions The Indenture restricts the Company's and its restricted subsidiaries' ability to, among other things, (i) incur, assume or guarantee additional indebtedness or issue preferred stock; (ii) declare or pay dividends on, or make other distributions in respect of, their capital stock; (iii) purchase or redeem or otherwise acquire for value any capital stock or subordinated indebtedness; (iv) make investments, other than permitted investments; (v) create certain liens or use assets as security; (vi) enter into agreements restricting the ability of any restricted subsidiary to pay dividends, make loans, or any other distributions to the Company or other restricted subsidiaries; (vii) engage in transactions with affiliates; and (viii) consolidate or merge with or into other companies or transfer all or substantially all of their assets. Notes Collateral Agreement As required under the Indenture, the Company entered into a collateral agreement in favor of U.S. Bank, National Association, as collateral agent under the Indenture, to secure the payment of the Notes. Under the Collateral Agreement, the Company granted a security interest in the collateral and the proceeds thereof now owned or thereafter acquired by the Company. Term Loan Credit Agreement Effective as of the Closing Date, the Company entered into a term loan credit agreement among the Company, as borrower, the lenders from time to time party thereto and Bank of Montreal, as administrative agent. The Term Loan Credit Agreement provides for a $350 million dollar term loan facility with a single advance made on the Closing Date. Borrowing under the Term Loan Facility will initially bear interest at one-month LIBOR plus 6.50%. The Term Loan Facility will mature on Dec. 16, 2020. The Term Loan Credit Agreement contains customary affirmative covenants, negative covenants, including financial covenants, and events of default. Pursuant to the terms and provisions of the Guaranty and Collateral Agreement, dated the Closing Date, by and among the Company, the guarantor subsidiaries named therein and Bank of Montreal, as collateral agent, the obligations under the Term Loan Facility are secured by identical first and second priority liens, as applicable, on the Notes Collateral. The Term Loan Facility is guaranteed by Westmoreland Energy LLC, Westmoreland Kemmerer, Inc., Westmoreland Mining LLC, Westmoreland Resources, Inc. and certain other direct and indirect subsidiaries of the Company (other than Absaloka Coal, LLC, Westmoreland Risk Management, Inc., Westmoreland Canada, LLC and certain other immaterial subsidiaries). Amended and Restated Loan and Security Agreement Effective as of the Closing Date, the Company and certain of its subsidiaries amended and restated their existing Amended and Restated Loan and Security Agreement with The PrivateBank and Trust Company. The Second Amended and Restated Loan Agreement permits borrowings by the Borrowers of up to $50 million in the aggregate, consisting of a $30 million USD-denominated sub- facility and $20 CDN- denominated sub-facility. The available borrowing capacity may be used for borrowings or letters of credit, which reduce available borrowing capacity. The Borrowers do not have any current outstanding borrowings under the Second Amended and Restated Loan Agreement and have $24.8 million of outstanding letters of credit. All extensions of credit under the Second Amended and Restated Loan Agreement are secured by a first priority security interest in and lien upon the Borrowers' inventory, accounts receivable, certain other assets and proceeds thereof. The Second Amended and Restated Loan Agreement has a maturity date of Dec. 31, 2018. The Borrowers' borrowing base under the Second Amended and Restated Loan Agreement is determined by reference to their eligible inventory and accounts receivable, and is reduced by the outstanding amount of standby and commercial letters of credit. The loans under the Second Amended and Restated Loan Agreement will initially bear interest either at a rate 0.75% in excess of the base rate (as detailed in the Second Amended and Restated Loan Agreement) or at a rate 2.75% per annum in excess of LIBOR (as detailed in the Second Amended and Restated Loan Agreement), at the Borrowers' election. An unused line fee of 0.50% per annum is payable monthly on the average unused amount of the Second Amended and Restated Loan Agreement. The Second Amended and Restated Loan Agreement includes a financial covenant regarding the Borrowers' fixed charge coverage ratio. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal incurred a net loss applicable to common shareholders of $6.05 million in 2013, a net loss applicable to common shareholders of $8.58 million in 2012 and a net loss applicable to common shareholders of $34.46 million in 2011. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to B3 from Caa1, and assigned Caa1 rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. WPCS INTERNATIONAL: Incurs $3.8 Million Net Loss in 2nd Quarter --------------------------------------------------------------- WPCS International Incorporated filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $3.83 million on $7.27 million of revenue for the three months ended Oct. 31, 2014, compared to a net loss attributable to common shareholders of $473,004 on $4.50 million of revenue for the same period in 2013. For the six months ended Oct. 31, 2014, the Company reported a net loss attributable to common shareholders of $6.14 million on $14.05 million of revenue compared to a net loss attributable to common shareholders of $6.36 million on $8.75 million of revenue for the same period last year. As of Oct. 31, 2014, the Company had $17.73 million in total assets, $17.34 million in total liabilities and $396,635 in total equity. "The Company's continuation as a going concern beyond the next twelve months and the ability to discharge its liabilities and commitments in the normal course of business is ultimately dependent upon the execution of its future plans, which include the following: (1) the Company's ability to generate future operating income, reduce operating expenses and produce cash from the operating activities, which will be affected by general economic, competitive, and other factors, many of which are beyond our control; (2) the repayment of, either or the modification of the terms under a forbearance agreement with Zurich; (3) the forbearance or waiver of the Events of Default under the Notes; (4) the settlement of the claim with the Camden County Improvement Authority for work at the Cooper Medical Center of Rowan University; and (5) obtaining additional funds through financing or sale of assets. These factors raise substantial doubt about the Company's ability to continue as a going concern. There can be no assurance that our plans to ensure continuation as a going concern will be successful," the Company stated in the Report. A full-text copy of the Report is available for free at: http://is.gd/FGXrXe About WPCS International Incorporated WPCS -- http://www.wpcs.com-- operates in two business segments including: (1) providing communications infrastructure contracting services to the public services, healthcare, energy and corporate enterprise markets worldwide; and (2) developing a Bitcoin trading platform. As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP as its new independent registered public accounting firm. CohnReznick LLP resigned on Dec. 20, 2013. WPCS International incurred a net loss attributable to common shareholders of $11.16 million for the year ended April 30, 2014, as compared with a net loss attributable to common shareholders of $6.91 million for the year ended April 30, 2013. As of April 30, 2014, the Company had $22.02 million in total assets, $16.05 million in total liabilities and $5.96 million in total equity. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2014. The independent auditing firm noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. WPCS INTERNATIONAL: Has 100 Million Authorized Common Shares ------------------------------------------------------------ WPCS International Incorporated filed a Certificate of Correction to a Certificate of Amendment to the Certificate of Incorporation of the Company that was previously filed on May 16, 2013, and effective as of May 28, 2013. The Certificate of Amendment erroneously reduced the number of authorized shares of common stock, par value $0.0001 per share, of the Company from 100,000,000 to 14,285,715. The Certificate of Correction, which became effective immediately upon filing, corrected the Certificate of Amendment in order that the Company's Certificate of Incorporation accurately reflects that the total number of authorized shares of Common Stock is 100,000,000. The Company had previously indicated its intent to file the Certificate of Correction in a Current Report on Form 8-K filed with the Securities and Exchange Commission on Dec. 16, 2014. About WPCS International Incorporated WPCS -- http://www.wpcs.com-- operates in two business segments including: (1) providing communications infrastructure contracting services to the public services, healthcare, energy and corporate enterprise markets worldwide; and (2) developing a Bitcoin trading platform. As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP as its new independent registered public accounting firm. CohnReznick LLP resigned on Dec. 20, 2013. WPCS International incurred a net loss attributable to common shareholders of $11.16 million for the year ended April 30, 2014, as compared with a net loss attributable to common shareholders of $6.91 million for the year ended April 30, 2013. As of April 30, 2014, the Company had $22.02 million in total assets, $16.05 million in total liabilities and $5.96 million in total equity. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2014. The independent auditing firm noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. YELLOWSTONE MOUNTAIN: Blixseth Released From Jail ------------------------------------------------- Patrick Fitzgerald, writing for The Wall Street Journal, reported that real-estate developer Tim Blixseth is spending Christmas Eve with his family after an appellate court ordered his release from jail. According to the report, citing Philip Stillman, Mr. Blixseth's lawyer, Mr. Blixseth returned to his Washington state home after the Ninth U.S. Circuit Court of Appeals ordered his immediate release from a Montana jail. About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. YOSEN GROUP: Incurs $404K Net loss for Third Quarter ---------------------------------------------------- Yosen Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $404,800 on $9.75 million of net sales for the three months ended Sept. 30, 2014, compared with a net loss of $1.43 million on $8.19 million of net sales for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $4.83 million in total assets, $6.7 million in total liabilities and total stockholders' deficit of $1.87 million. The Company realized net loss of $3.63 million and $15.9 million for 2013 and 2012, respectively. The Company had accumulated deficit of $47.5 million as of Sept. 30, 2014. In addition, the Company's cash position substantially deteriorated since 2010. There can be no assurance the Company will become profitable or that it will survive as a public company. These issues raise substantial doubt regarding 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/3pMeGr Yosen Group, Inc., is engaged primarily in international trade and wholesale business, primarily selling tile, kitchen cabinet, granite and marble products in the New York market. The Company also distributes Samsung(R) and Apple(R) mobile phones in China through its China-based subsidiaries. ZIVO BIOSCIENCE: Posts $3.34-Mil. Net Loss in Third Quarter ----------------------------------------------------------- Zivo Bioscience, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $3.34 million on $nil of revenues for the three months ended Sept. 30, 2014, compared to a net loss of $4.68 million on $nil of revenues for the same period in the prior year. The Company's balance sheet at Sept. 30, 2014, showed $1.59 million in total assets, $9.64 million in total liabilities and total stockholders' deficit of $8.04 million. The Company had a loss from operations of $2.67 million and $2.31 million for the nine months ended Sept. 30, 2014 and 2013, respectively. In addition, the Company had a working capital deficiency of $9.03 million at Sept. 30, 2014. These factors continue to raise substantial doubt about 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/GVDt76 ZIVO Bioscience, Inc. (OTCQB: ZIVO) (formerly Health Enhancement Products, Inc.) is a Michigan-based biotech company engaged in the investigation of the health benefits of bioactive compounds derived from its proprietary algal cultures, and the development of natural bioactive compounds for use as dietary supplements and food ingredients, as well as biologics and synthetic candidates for medicinal and pharmaceutical applications in humans and animals, specifically focused on autoimmune modulation. * Credit-Default Swaps Get New Look From Hedge Funds ---------------------------------------------------- Matt Wirz, Matt Jarzemsky and Tom McGinty, writing for Daily Bankruptcy Review, reported that hedge-fund managers are putting a new twist on credit-default swaps, using the contracts to fortify bets on troubled companies. According to the report, the swaps, which work like insurance policies when companies default on bonds and loans, fell out of favor after Wall Street's outsize bets on the swaps soured during the financial crisis. Now, investors are increasingly combining credit-default-swaps trades with elements of activist investing to push companies toward default in some cases and away in others, the DBR report said. * Thomas J. Salerno Served on ABI Plan Issues Subcommittee ---------------------------------------------------------- Thomas J. Salerno, Esq., a shareholder with Gordon Silver, recently served as part of the Plan Issues Advisory Subcommittee for the ABI Bankruptcy Review Commission. In what could result in the largest amendments to the U.S. Bankruptcy Law in 40 years, the Chapter 11 Bankruptcy Review Commission released their ABI Commission Report and Recommendations. The 19-member Commission had 13 separate subcommittees examining major Chapter 11 topics. Of the 150-subcommittee members, more than 100 were Fellows of the American College of Bankruptcy College. Mr. Salerno, a Fellow in the American College of Bankruptcy, was a member of the Plan Issues subcommittee. "I was honored to be a part of this subcommittee," Mr. Salerno said. "I hope and believe the work we did will help make the bankruptcy law more efficient and productive for companies that find themselves in a Chapter 11 situation." The Commission undertook a three-year study focused exclusively on the resolution of financially distressed businesses under Chapter 11 of the Bankruptcy Code. The Report summarizes the results of the study, and presents the Commission's resulting recommendations for reform. The Commission voted unanimously to adopt this Report on Dec. 1, 2014, and it was announced publicly on Dec. 6. Mr. Salerno can be reached at: Gordon Silver One East Washington Street, Suite 400 Phoenix, AZ 85004 Tel: (602) 575-2422 E-mail: TSalerno@gordonsilver.com * BOOK REVIEW: The Rise and Fall of the Conglomerate Kings ---------------------------------------------------------- Author: Robert Sobel Publisher: Beard Books Softcover: 240 pages List Price: $34.95 Review by David Henderson Order your personal copy today at http://is.gd/1GZnJk The marvelous thing about capitalism is that you, too, can be a Master of the Universe. If you are of a certain age, you will recall that is the name commandeered by Wall Street bond traders in their Glory Days. Being one is a lot like surfing: you have to catch the crest of the wave just right or you get slammed into the drink, and even the ride never lasts forever. There are no Endless Summers in the market. This book is the behind-the-scenes story of the financial wizards and bare-knuckled businessmen who created the conglomerates, the glamorous multi-form companies that marked the high noon of post- World War II American capitalism. Covering the period from the end of the war to 1983, the author explains why and how the conglomerate movement originated, how it mushroomed, and what caused its startling and rapid decline. Business historian Robert Sobel chronicles the rise and fall of the first Masters of the Universe in the U.S. and describes how the era gave rise to a cadre of imaginative, bold, and often ruthless entrepreneurs who took advantage of a buoyant stock market to create giant enterprises, often through the exchange of overvalued paper for real assets. He covers the likes of Royal Little (Textron), Text Thornton (Litton Industries), James Ling (Ling-Temco-Vought), Charles Bludhorn (Gulf & Western) and Harold Geneen (ITT). This is a good read to put the recent boom and bust in a better perspective. While these men had vastly different personalities and processes, they had a few things in common: ambition, the ability to seize opportunities that others were too risk-averse to take, willing bankers, and the expansive markets of the 1960s. There is something about an expansive market that attracts and creates Masters of the Universe. The Greek called it hubris. The author tells a good joke to illustrate the successes and failures of the period. It seems the young son of a Conglomerateur brings home a stray mongrel dog. His father asks, "How much do you think it's worth?" To which the boy replies, "At least $30,000." The father gently tries to explain the market for mongrel dogs, but the boy is undeterred and the next afternoon proudly announces that he has sold the dog for $50,000. The father is proudly flabbergasted, "You mean you found some fool with that much money who paid you for that dog?" "Not exactly," the son replies, "I traded it for two $25,000 cats." While it lasted, the conglomerate struggles were a great slugfest to watch: the heads of giant corporations battling each other for control of other corporations, and all of it free from the rubric of "synergy." Nobody could pretend there was any synergy between U.S. Steel and Marathon Oil. This was raw capitalist power at work, not a bunch of fluffy dot.commies pretending to defy market gravity. History repeats itself, endlessly, because so few people study history. The stagflation of the 1970s devalued the stock of conglomerates and made it useless a currency to keep the schemes afloat. The wave crashed and waiting on the horizon for the next big wave: the LBO Masters of the 1980s. Robert Sobel was born in 1931 and died in 1999. He was a prolific chronicler of American business life, writing or editing more than 50 books and hundreds of articles and corporate profiles. He was a professor of business history at Hofstra University for 43 years and he a Ph.D. from NYU. ********* 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 ***