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/raid1/www/Hosts/bankrupt/TCR_Public/150119.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 19, 2015, Vol. 19, No. 19 Headlines 22ND CENTURY: Files Amended Free Writing Prospectus with SEC ALLY FINANCIAL: Declares Dividends on Preferred Stock AMERICAN APPAREL: Lyndon Lea Named Class B Director AMERICAN AXLE: Estimates $3.7 Billion in Sales for 2014 AMERICAN BANCORP: Carl Marks Advises Business to Get Sale Approval AMERICAN COMMERCE: Incurs $40,000 Net Loss in Third Quarter AMPLIPHI BIOSCIENCES: Extends COO's Employment Until March 2015 ANDALAY SOLAR: Brio Capital No Longer a Shareholder as of Jan. 14 AOXING PHARMACEUTICAL: Gets More Time to Comply with NYSE Rules API M&I HOLDING: Creditor Fails in Bid to Dismiss Case ARCAPITA BANK: Sells 50% Stake in Lusail Golf to Barwa Real Estate ARCHDIOCESE OF ST. PAUL-MINNEAPOLIS: Files for Ch. 11 Amid Suits AS SEEN ON TV: Two Directors Resigned ASR 2401: Noteholder Balks at PIP, Jetall Transaction AURA SYSTEMS: Delays Nov. 30 Form 10-Q AURA SYSTEMS: Incurs $2.1 Million Net Loss in Third Quarter AUXILIUM PHARMACEUTICALS: Settles Merger-Related Lawsuit BARNES & NOBLE: Modifies Bookstore Arrangement With Mohave College BAXANO SURGICAL: Finds Buyer at $4MM Before Jan. 22 Auction BEAZER HOMES: BlackRock Reports 9.1% Equity Stake at Dec. 31 BOMBARDIER INC: S&P Lowers CCR to 'B+'; Outlook Negative BUCCANEER ENERGY: Chapter 11 Plan Confirmed CAESARS ENTERTAINMENT: 2017 Bank Debt Trades at 11% Off CAESARS ENTERTAINMENT: Extending Deadline for Lenders' Support CAESARS ENTERTAINMENT: Fitch Cuts IDR to 'D' on Bankr. Filing CAESARS ENTERTAINMENT: Further Amends Restructuring Agreement CAESARS ENTERTAINMENT: Moody's Cuts PDR to 'D-PD' on Ch. 11 Filing CAESARS ENTERTAINMENT: S&P Cuts Rating to 'D' on Chapter 11 Filing CAL DIVE: Won't Pay $2.2 Mil. in Interest on 5% Sr. Notes Due Jan. CANBRIAM ENERGY: S&P Revises Outlook to Stable & Affirms 'B-' CCR CAROLINA PEDIATRIC: Case Summary & 4 Top Unsecured Creditors CASPIAN SERVICES: Had $18MM 2014 Loss, Warns Possible Bankruptcy CHARDON LLC: Individual Debtors Can't Use FirstMerit Cash CHARTER NEX: Moody's Assigns 'B2' CFR & Rates 1st Lien Debt 'B1' CHARTER NEX: S&P Assigns 'B' CCR & Rates $320MM Facilities 'B+' COMMUNITY HOME: Trustee Wants Approval to Maintain REO Properties COUNTRY STONE: Has Until Oct. 30 to Decide on Unexpired Leases COUNTRY STONE: Sold for $29 Million to Two Buyers CROSSFOOT ENERGY: Hires Forshey & Prostok as Attorneys CRUMBS BAKE: Stipulation with Brand2 Squared Licensing Approved DEB STORES: Court Approves Hiring of Houlihan Lokey as Advisor DEB STORES: Court Okays Hiring of Cole Schotz as Corporate Counsel DENDREON CORP: Case Reassigned to Judge Silverstein DENDREON CORP: Reports Product Revenue of $304MM in Q4 of 2014 DOMARK INTERNATIONAL: Delays Form 10-Q for Nov. 30 Quarter DUNE ENERGY: Eos Tender Offer Extended Until Jan. 23 DUPONT PERFORMANCE: Bank Debt Trades at 3% Off EMMAUS LIFE: Director Duane Kurisu Resigns EMPIRE RESORTS: Largest Stockholder Exercises Subscription Rights ERF WIRELESS: IBF Funds No Longer Owns Shares as of Jan. 16 ERF WIRELESS: Issues 31.5 Million Common Shares ERF WIRELESS: Tonaquint Has 9.9% Stake as of Jan. 15 ESP RESOURCES: Incurs $666,000 Net Loss in June 30 Quarter EXIDE TECHNOLOGIES: DIP Amended to Extend Plan Milestones EXIDE TECHNOLOGIES: DIP Lenders Push Back Plan-Related Milestones FALCON STEEL: Files Plan to Exit Bankruptcy Protection FINJAN HOLDINGS: Amends Employment Agreement with Pres. and CEO FIRST DATA: Bank Debt Trades at 2% Off FIRST NATIONAL BANK: First NBC Bank Assumes All of Bank's Deposits FL 6801: Z Capital Completes Purchase of Lehman-Owned Condo FORTESCUE METALS: Bank Debt Trades at 10% Off FOUR OAKS: To Issue 1.9 Million Shares Under Stock Plan FREESEAS INC: Gets Extension to Comply with NASDAQ Rule FXCM INC: To Get $300 Million Rescue Package From Jefferies GASFRAC ENERGY: Chapter 15 Case Summary GENERAL STEEL: Receives Notice of Non-Compliance from NYSE GENIUS BRANDS: Issues Letter to Shareholders GEOMET INC: Grace Brothers Reports 18.5% Stake at Dec. 31 GFI GROUP: Moody's Continues Review for Upgrade on B1 Debt Rating GLYECO INC: Amends 2013 Annual Report to Address SEC Comments GREEN ENERGY: S&P Assigns 'BB-' Rating on $571 Million Debt GREYSTONE LOGISTICS: Delays Nov. 30 Form 10-Q Filing GT ADVANCED: Seeks Approval of Incentive and Retention Programs IMAGEWARE SYSTEMS: Extends Executives' Terms Until December INEOS GROUP: Bank Debt Trades at 3% Off INTERLEUKIN GENETICS: Delta Dental Has 6.3% Stake as of Dec. 23 JACKSONVILLE BANCORP: Has $1.5MM Loan Agreement with Castle Creek JACOBS FINANCIAL: Files Form 10-K, Incurs $2.9MM 2013 Net Loss JB VEGA: IRS Wants Chapter 11 Case Dismissed JOHNSON MEMORIAL: Meeting to Form Creditors' Panel Set for Jan. 23 KAVI INC: Case Summary & 5 Largest Unsecured Creditors KEMET CORP: Royce & Associates Has 7.7% Stake as of Dec. 31 KEYUAN PETROCHEMICALS: Has $259-Mil. Working Capital Deficit LATONYA WESTRY: 6th Cir. Flips Ruling on Exemptions Amendment LATTICE INC: Two Directors Appointed to Board LEHMAN BROTHERS: Trustee, Barclays Scrap Over $1.2B in Assets LEVEL 3: Unit to Sell $500 Million Senior Notes Due 2023 LIME ENERGY: Richard Kiphart Reports 30% Stake as of Dec. 22 LONGVIEW POWER: Aon Premium Financing Agreement Approved LONGVIEW POWER: KPMG Approved to Audit Tax Years 2014 to 2016 LPATH INC: Hal Mintz Reports 9.9% Equity Stake as of Dec. 31 MARINA BIOTECH: Files Preliminary Prospectus with SEC MAUDORE MINERALS: Deadline for BIA Proposal Moved to Feb. 27 MCCLATCHY CO: Royce & Associates Holds 6.4% of Class A Shares MEGA RV: Gets Court Approval to Settle GE Commercial Claims METALICO INC: Carlos Aguero Reports 7.5% Equity Stake at Dec. 31 MGM RESORTS: Bank Debt Trades at 3% Off MIG LLC: Judge Extends Deadline to Remove Suits to Feb. 25 MINERAL PARK: Tries to Settle Tax Debt With Mohave County MINWIND ENERGY: Files for Chapter 11 Bankruptcy in Minnesota MOBIVITY HOLDINGS: Michael Bynum Quits as Officer and Director MOMENTIVE SPECIALTY: Now Known as Hexion Inc. MOTORS LIQUIDATION: Trustee Seeks to Liquidate New GM Securities MT LAUREL: Lenders Require Case Dismissal to Provide Funding MT. GOX: Lawyers Allege Kapeles Was Mastermind of Silk Road MURRAY ENERGY: Bank Debt Trades at 5% Off NEIGHBORHOOD HEALTH: Jan. 21 Meeting to Form Creditors' Panel Set NEXT 1 INTERACTIVE: Delays Nov. 30 Form 10-Q NII HOLDINGS: Quinn Manuel Okayed to Assist Independent Manager NII HOLDINGS: Zolfo Cooper's Scott Winn OK'd as Independent Manager NNN 3500: Chapter 11 Plan Declared Effective Dec. 23 NORTEL NETWORKS: Committee Follows Samis at Whiteford Taylor NORTHERN BLIZZARD: S&P Revises Outlook to Stable & Affirms 'B' CCR NPS PHARMACEUTICALS: Files Investor Presentation NPS PHARMACEUTICALS: Shire Presented at JP Morgan Conference NYTEX ENERGY: Now Known as Sable Natural Resources OCWEN FINANCIAL: CA-DBO Action No Impact Yet on Fitch's 'B-' IDR ORCKIT COMMUNICATIONS: Postpones General Meeting to Feb. 19 PALOMAR HEALTH: Fitch Affirms 'BB+' Outstanding Debt Rating PETRON ENERGY: KBM Worldwide Reports 9.9% Stake as of Jan. 15 PHILADELPHIA AUTHORITY: S&P Puts Bonds' 'BB+' Rating on Watch Neg. PILGRIM'S PRIDE: S&P Affirms 'BB' CCR on Special Dividend Plans PORT AGGREGATES: Has Interim Access to Cash Collateral PRATT PLACE: Case Summary & 2 Largest Unsecured Creditors PRESTON TAYLOR: Case Summary & Largest Unsecured Creditor PT BERLIAN: Bankruptcy Court Dismisses Chapter 15 Cases PVA APARTMENTS: Case Converted to Chapter 7 Liquidation QUANTUM CORP: Estimates Third Quarter Revenue of $142 Million QUANTUM CORP: Signs Legal Fees Agreements with Executives RADIOSHACK CORP: Had Until Jan. 15 to Meet Liquidity Covenants REDPRAIRIE CORP: Bank Debt Trades at 7% Off REICHHOLD HOLDINGS: Files Schedules of Assets and Liabilities RETROPHIN INC: Estimates FY 2014 Revenue of $28.3-Million REVSTONE INDUSTRIES: Asks Court to Extend Deadline to Remove Suits ROCAP MARKETING: Reports $243K Net Loss in Q3 Ending Sept. 30 ROVER 2014: Voluntary Chapter 11 Case Summary SABINE OIL: Common Stock Delisted From NYSE SASSAFRAS HILL: Case Summary & 2 Largest Unsecured Creditors SEEGRID CORP: Wins Nod for Ch. 11 Reorganization Plan SIGA TECHNOLOGIES: Appeals Judgment in PharmAthene Dispute SIGA TECHNOLOGIES: Court Awards $195 Million to PharmAthene SOLAR POWER: Signs EUR12.5 Million SPA with CECEP Solar SUNTECH AMERICA: Meeting to Form Creditors' Panel Set for Jan. 22 TARGA RESOURCES: Moody's Rates New Unsecured $800MM Notes 'Ba2' TARGA RESOURCES: S&P Assigns 'BB+' Rating on New Sr. Notes Due 2018 TARGET CANADA: Obtains Initial Order to Commence CCAAA Proceedings TARGET CANADA: Parent to Provide $175MM DIP Facility for CCAA TARGET CORP: Canada Unit's Collapse Triggered by Quick Expansion TRAINOR GLASS: Clawback Suit Against Subcontractor Goes to Trial TRANSGENOMIC INC: To Launch ICE COLD-PCR Product Line in Q1 TRAVELPORT WORLDWIDE: Appoints Thomas Murphy as General Counsel U.S. COAL: $3.5-Mil. Factoring Agreement with Porter Approved U.S. COAL: Seeks Approval of IPFS Premium Finance Agreement UNDERGROUND ENERGY: California Judge Slashes Cooley LLP Fees US BENTONITE: SSG Capital Acted as Investment Banker in Asset Sale US CAPITAL: Tangshan Ganglu Wants Ch 7 Case Converted to Ch 11 US COAL: Original Debtors' Have Until March 31 to Decide on Leases VALEANT PHARMA: Moody's Affirms Ba3 CFR, Alters Outlook to Positive VALEANT PHARMACEUTICALS: S&P Rates Proposed $1BB Sr. Notes 'B' VERITY CORP: Terminates LLS's Ken Wright as CFO VERTICAL COMPUTER: Amends Bylaws; Annual Meeting Set for Feb. 25 VIGGLE INC: Stockholders Elected 7 Directors to Board VIGGLE INC: To Present at Noble Financial Conference on Jan. 20 WESTMORELAND COAL: Buckingham Coal Deal No Effect on S&P's 'B' CCR WESTMORELAND RESOURCE: Establishes Unit Dividend Record Date WET SEAL INC: Case Summary & 40 Largest Unsecured Creditors WET SEAL: Files Chapter 11 Bankruptcy for Protection XZERES CORP: Incurs $1.5 Million Net Loss in Third Quarter YSC INC: Judge Barreca Enters Final Decree Closing Chapter 11 Case Z TRIM HOLDINGS: Names Aristar's Ed Smith as CEO [*] ABI Sides With Credit Bidders, Trademark Holders [*] ABI Would Trim Preference Suits and Help Labor [*] Automatic Stay No Bar to Ruling on Motion for Remand [*] Bankruptcies at Post-Recession Low; Chapter 11s Bottom Out [^] BOND PRICING -- For The Week From January 12 to 16, 2015 ********* 22ND CENTURY: Files Amended Free Writing Prospectus with SEC ------------------------------------------------------------ 22nd Century Group Inc. filed with the U.S. Securities and Exchange Commission a free writing prospectus, as amended, containing information relating to its 2015 Trade Partners Program. As previously reported by the TCR on Jan. 15, 2015, the Company had established the Trade Partners Program to provide retailers and distributors the opportunity to receive shares of its common stock as a rebate for purchases of RED SUN brand cigarettes. The Company filed with the SEC on Jan. 9, 2015, a prospectus supplement relating to the Trade Partners Program, in which up to $3 million of the Company's pre-existing $45 million Form S-3 shelf registration statement (File No. 333-195386) may be used for common stock issuances under the program (not to exceed 300,000 shares). A copy of the FWP is available for free at http://is.gd/XAAHjF About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century reported a net loss of $26.2 million in 2013, a net loss of $6.73 million in 2012 and a net loss of $1.34 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $26.7 million in total assets, $6.56 million in total liabilities, and $20.1 million in total shareholders' equity. ALLY FINANCIAL: Declares Dividends on Preferred Stock ----------------------------------------------------- Ally Financial Inc. has declared quarterly dividend payments for certain outstanding preferred stock. Each of these dividends were declared by the board of directors on Jan. 13, 2015, and are payable on Feb. 17, 2015. A quarterly dividend payment was declared on Ally's Fixed Rate Cumulative Perpetual Preferred Stock, Series G, of $45.1 million, or $17.50 per share, and is payable to shareholders of record as of Feb. 1, 2015. Additionally, a dividend payment was declared on Ally's Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of $21.7 million, or $0.53 per share, and is payable to shareholders of record as of Feb. 1, 2015. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the Ba3 corporate family and B1 senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. AMERICAN APPAREL: Lyndon Lea Named Class B Director --------------------------------------------------- The Board of Directors of American Apparel, Inc., appointed Lyndon Lea as a Class B director to an existing vacancy on the Board, as disclosed in a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Lea is a designee of Lion/Hollywood L.L.C. under the Investment Agreement, dated as of March 13, 2009, as amended, between the Company and Lion. Mr. Lea is a founding partner of Lion Capital LLP, an affiliate of Lion. In addition to being a party to the Investment Agreement, Lion is a party to certain other agreements with the Company as disclosed under "Certain Relationships and Related Transactions" in the Company's Proxy Statement filed with the SEC on April 28, 2014, and the Company's Schedule 14F-1 filed with the SEC on July 23, 2014. American Apparel also entered into a First Amendment to Rights Agreement with Continental Stock Transfer & Trust Company, which amended and restated the Rights Agreement, dated as of Dec. 21, 2014, by and between the Company and the Rights Agent, in the form of the First Amended and Restated Rights Agreement. The purpose of the First Amendment was to clarify the circumstances in which Standard General and its affiliates would become an "Acquiring Person" under the terms of the Amended and Restated Rights Agreement. A full-text copy of the First Amendment to Rights Agreement is available for free at http://is.gd/0Dr8ih 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 $106.3 million on $634 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $37.3 million on $617 million of net sales for the year ended Dec. 31, 2012. American Apparel posted a net loss of $39.3 million on $547 million of net sales for the year ended Dec. 31, 2011, compared with a net loss of $86.3 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 $307.2 million in total assets, $395 million in total liabilities and a $87.6 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 AXLE: Estimates $3.7 Billion in Sales for 2014 ------------------------------------------------------- American Axle & Manufacturing Holdings, Inc., presented at the 2015 Deutsche Bank Global Auto Industry Conference in Detroit, Michigan, on Jan. 14, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. AAM expects full year sales in 2014 to increase by 15% to approximately $3.7 billion as compared to $3.2 billion for the full year 2013. AAM incurred a non-cash charge of approximately $35 million related to a voluntary one-time lump sum cash payment to certain eligible terminated vested participants in the Company's U.S. pension plans in the fourth quarter of 2014. AAM terminated more than $100 million of U.S. pension benefit obligations pursuant to this program. AAM expects full year capital spending to be approximately 5.5% of sales in 2014. AAM expects free cash flow to be in the range of $120 million to $125 million for the full year 2014. AAM is targeting full year sales of approximately $4 billion to $4.1 billion in 2015. This sales projection is based on the anticipated launch schedule of programs in AAM's new and incremental business backlog and the assumption that the U.S. Seasonally Adjusted Annual Rate of sales is in the range of 16.5 million to 17.0 million light vehicle units for the full year 2015. AAM is targeting EBITDA in the range of $550 million to $575 million in 2015 (13.75% to 14.00% of sales). AAM is targeting free cash flow in the range of $175 million to $200 million in 2015. AAM is targeting full year capital spending of approximately 5% of sales in 2015. AAM's 2015 - 2017 New Business Backlog: * AAM's backlog of new and incremental business launching from 2015 through 2017 is estimated at $825 million in future annual sales. * AAM's new and incremental business backlog includes product programs that feature new and innovative product technologies including: AAM's industry first EcoTrac Disconnecting Driveline System; AAM's high efficiency technologies; e-AAM hybrid and electric driveline systems; and AAM's SYLENT technology designed to reduce an aluminum driveshaft's tendency to amplify noise and vibration. * Approximately 70% of AAM's new and incremental business backlog for 2015 - 2017 is for customers other than GM. This includes new and expanded orders supporting multiple global premium vehicle manufacturers including Fiat Chrysler Automotive, Jaguar Land Rover, Nissan, Ford, Mercedes Benz, Daimler Truck, Honda, Isuzu and others. * Approximately 75% of AAM's new and incremental business backlog for 2015 - 2017 is for passenger car and crossover vehicle programs, including four applications featuring AAM's EcoTrac Disconnecting Driveline System. * Over 80% of AAM's new and incremental business backlog for 2015 to 2017 is for programs sourced outside of the United States, with over 50% for end use markets outside of the United States. These awards support AAM's continued expansion in the markets of Brazil, China, Europe and Thailand. AAM's key financial targets for 2015 - 2017: * AAM is targeting annual sales to grow at a compounded annual growth rate in excess of 5% during the period from 2015 - 2017. This sales projection is based on the anticipated launch schedule of programs in AAM's new and incremental business backlog and the assumption that the U.S. Seasonally Adjusted Annual Rate of sales averages approximately 17.0 million light vehicle units during the period from 2015 to 2017. * AAM is targeting EBITDA margin in the range of 13% to 14% during the period from 2015 - 2017. * AAM's target for the difference between EBITDA and capital spending during the period from 2015 to 2017 is in the range of 8% to 9% of sales. * AAM is targeting free cash flow in the range of 4% to 5% of sales during the period from 2015 - 2017. * AAM expects non-GM sales to range from 40% - 45% of total sales during the period from 2015 to 2017. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. As of Sept. 30, 2014, the Company had $3.22 billion in total assets, $3.05 billion in total liabilities and $169.3 million in total stockholders' equity. * * * In September 2012, Moody's Investors Service affirmed the 'B1' Corporate Family Rating (CFR) and Probability of Default Rating (PDR) of American Axle. American Axle carries a 'BB-' corporate credit rating from Standard & Poor's Ratings Services. "The 'BB-' corporate credit rating on American Axle reflects the company's 'weak' business risk profile and 'aggressive' financial risk profile, which incorporate substantial exposure to the highly cyclical light- vehicle market," S&P said, as reported by the TCR on Sept. 6, 2012. As reported by the TCR on Sept. 1, 2014, Fitch Ratings had upgraded the Issuer Default Ratings (IDRs) of American Axle & Manufacturing Holdings, Inc. (AXL) and its American Axle & Manufacturing, Inc. (AAM) subsidiary to 'BB-' from 'B+'. The upgrade of the IDRs for AXL and AAM is supported by the fundamental improvement in the drivetrain and driveline supplier's credit profile over the past several years. AMERICAN BANCORP: Carl Marks Advises Business to Get Sale Approval ------------------------------------------------------------------ Carl Marks Securities LLC acted as exclusive financial advisor to American Bancorporation in the sale of substantially all of its assets pursuant to Sec. 363 of the U.S. Bankruptcy Code. The sale of the assets of the Minnesota-based bank holding company is expected to generate net proceeds of approximately $22 million. Engaged by the Board of Directors, Carl Marks led the transaction for American Bancorporation. After an initial marketing period that involved a substantial number of parties, Carl Marks helped structure a unique stalking horse agreement in which Deerwood Bank would purchase either the bank subsidiary in a stand-alone transaction, or the bank and its wholly-owned mortgage subsidiary combined, at the discretion of American Bancorporation. This unique and flexible structure allowed for a highly competitive auction in which the bank and the mortgage subsidiary were ultimately agreed to be sold to two separate buyers. "We are very pleased to have obtained a sale order approval from the bankruptcy judge for this transaction," said Evan Tomaskovic, CEO of Carl Marks Securities and a partner at Carl Marks Advisors. "We worked closely with the Board of American Bancorporation in a thorough process that yielded a net increase in purchase price to the estate almost 40% above the initial stalking horse value." Carl Marks Advisors brings deep investment banking and advisory experience across a broad spectrum of vertical industries, and has extensive expertise in community banking. About Carl Marks Advisors Carl Marks Advisory Group LLC -- http://www.carlmarksadvisors.com -- is a New York-based consulting and investment banking advisory firm serving middle-market companies, provides an array of investment banking and operational services, including mergers and acquisitions advice, sourcing of capital, financial restructuring plans, strategic business assessments, improvement plans and interim management. The award-winning firm was included in the Global M&A Network 2014 annual listing of the Top 100 Restructuring and Turnaround Professionals; received the 2013 & 2014 Turnaround Atlas Awards' Middle Market Restructuring Investment Banker of the Year; 2013 M&A Advisor's Sector Financing Deal of the Year (Real Estate); the 2013 Turnaround Atlas Awards' Healthcare Services Turnaround of the Year and Mid Markets Restructuring Investment Bank of the Year. Securities are offered through Carl Marks Securities LLC, member FINRA and SIPC. About American Bancorporation Alesco Preferred Funding XV, Ltd., and two related entities filed an involuntary Chapter 11 bankruptcy petition for St. Paul, Minnesota-based American Bancorporation (Bankr. D. Minn. Case No. 14-31882) on May 1, 2014. The involuntary petition filed in St. Paul Minnesota indicates that the three alleged creditors are owed in excess of $48 million: Creditor Amount of Claim -------- --------------- Alesco Preferred Funding XV, Ltd. $27,374,356 Alesco Preferred Funding XVI, Ltd. $13,728,562 Alesco Preferred Funding II, Ltd. $7,000,000 plus interest The alleged creditors are represented by Jeffrey Klobucar, Esq., at Bassford Remele, PA. Judge Katherine A. Constantine handles the case. She has entered an order for relief, officially placing American Bancorporation in Chapter 11. Judge Kathleen H. Sanberg was originally assigned to the case but she disqualified herself in the case, according to her May 1, 2014 order of recusal. AMERICAN COMMERCE: Incurs $40,000 Net Loss in Third Quarter ----------------------------------------------------------- American Commerce Solutions, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $40,265 on $599,957 of net sales for the three months ended Nov. 30, 2014, compared to a net loss of $30,671 on $627,456 of net sales for the same period in 2013. For the nine months ended Nov. 30, 2014, the Company reported a net loss of $78,775 on $1.68 million of net sales compared to a net loss of $96,365 on $1.99 million of net sales for the same period a year ago. As of Nov. 30, 2014, the Company had $4.96 million in total assets, $3.19 million in total liabilities and $1.77 million in total stockholders' equity. "The Company has incurred substantial operating losses since inception and has used approximately $205,000 of cash in operations for the nine months ended November 30, 2014. Additionally, the Company is in default on several notes payable. These factors raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to reverse negative operating trends, raise additional capital, and obtain debt financing," according to the Report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/9IEAjK About American Commerce American Commerce Solutions, Inc., headquartered in Bartow, Florida, is primarily a holding company with one wholly owned subsidiary; International Machine and Welding, Inc., is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment. AMPLIPHI BIOSCIENCES: Extends COO's Employment Until March 2015 --------------------------------------------------------------- AmpliPhi Biosciences Corporation entered into an amendment to the interim chief operating officer agreement between the Company and Wendy S. Johnson, dated Sept. 18, 2014, to extend the term of the agreement until March 31, 2015, unless terminated earlier, according to a regulatory filing with the U.S. Securities and Exchange Commission. About AmpliPhi AmpliPhi Biosciences Corp. is a biopharmaceutical company that develops bacteriophage-based therapeutics. It also develops an internally generated pipeline of naturally occurring viruses called bacteriophage (Phage) for the treatment of bacterial infection, such as drug-resistant strains of bacteria that are commonly found in the hospital setting. The company's Phage discovery also focuses on acute & chronic lung, sinus and gastrointestinal infections. AmpliPhi Biosciences was founded in March 1989 and is headquartered in Glen Allen, Virginia. The Company reported a net loss of $57.6 million on $325,000 of total revenue for the year ended Dec. 31, 2013, compared with a net loss of $1.11 million on $664,000 of total revenue in 2012. PBMares, LLP, in Richmond, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has had recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2014, the Company had $28.4 million in total assets, $17.08 million in total liabilities and $11.3 million in total stockholders' equity. ANDALAY SOLAR: Brio Capital No Longer a Shareholder as of Jan. 14 ----------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Brio Capital Master Fund Ltd. disclosed on Jan. 14, 2015, that it no longer owns any securities of the Company. A full-text copy of the regulatory filing is available for free at http://is.gd/42pOnv About Andalay Solar Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar, Inc., is a provider of innovative solar power systems. In 2007, the Company pioneered the concept of integrating the racking, wiring and grounding directly into the solar panel. This revolutionary solar panel, branded "Andalay", quickly won industry acclaim. In 2009, the Company again broke new ground with the first integrated AC solar panel, reducing the number of components for a rooftop solar installation by approximately 80 percent and lowering labor costs by approximately 50 percent. This AC panel, which won the 2009 Popular Mechanics Breakthrough Award, has become the industry's most widely installed AC solar panel. A new generation of products named "Instant Connect" was introduced in 2012 and is expected to achieve even greater market acceptance. Andalay Solar reported a net loss attributable to common stockholders of $3.85 million on $1.12 million of net revenue for the year ended Dec. 31, 2013, as compared with a net loss attributable to common stockholders of $9.15 million on $5.22 million of net revenue in 2012. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's significant operating losses and negative cash flow from operations raise substantial doubt about its ability to continue as a going concern. AOXING PHARMACEUTICAL: Gets More Time 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 and 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 and 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 and/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 Dec. 31, 2014, to regain compliance with Section 1003(a)(iv). On Jan. 13, 2015, 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 Jan. 23, 2015. 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 $17.3 million last year. As of Sept. 30, 2014, the Company had $39.07 million in total assets, $38.4 million in total liabilities and $632,000 in total equity. API M&I HOLDING: Creditor Fails in Bid to Dismiss Case ------------------------------------------------------ U.S. Bankruptcy Judge Dale L. Somers rejected LSREF3 Sapphire, LLC's Motion to Dismiss Chapter 11 Bankruptcy and Motion for Relief from the Automatic Stay filed in the Chapter 11 case of API M&I Holding, LLC. According to the Debtor's schedules, LSREF 3 Sapphire's claim is for approximately $2.045 million and is secured by real property worth $4.55 million. LSREF 3 Sapphire is the only secured creditor, there are no priority unsecured claims, and unsecured nonpriority claims are approximately $35,000. The Debtor has timely paid adequate protection payments to LSREF 3 Sapphire and has filed a proposed plan of reorganization, which it said to provide for 100% payment to creditors. LSREF 3 Sapphire acquired the claim from BMO Harris Bank, as successor by merger to M&I Marshall & Isley Bank. The loan, with respect to the claim, was originated by Gold Bank. The original borrowers were Nicholas Abnos, Christina Abnos, and Abdiana Properties, Inc. The Debtor was formed from the merger of three Missouri limited liability companies owning the real property which secures the loan -- Abdiana M&I, LLC, Abdiana M&I No. II, and Addiana M&I No. III. In its motion, LSREF 3 Sapphire argues that the merger of three companies -- each of which owned one of three real properties securing LSREF 3 Sapphire's claim -- into the Debtor was invalid and part of a bad faith scheme. A copy of the Court's Jan. 14, 2015 Memorandum Opinion and Judgment is available at http://is.gd/meekMhfrom Leagle.com. LSREF3 Sapphire, LLC is represented by: Bradley D. McCormack, Esq. Tracy J. Wrisinger, Esq. SADER LAW FIRM, LLC 2345 Grand Boulevard #1925 Kansas City, MO 64108 Tel: (816) 561-1818 E-mail: bmccormack@saderlawfirm.com twrisinger@saderlawfirm.com API M&I Holding, LLC filed a voluntary Chapter 11 petition (Bankr. D. Kan. Case No. 14-22451) on Oct. 14, 2014. It owns three parcels of real property, two located in Missouri and one located in Kansas. The Missouri properties are apartment buildings, valued by Debtor at $750,000 and $1.70 million respectively, and the Kansas property is a shopping center, valued by the Debtor at $2.10 million. ARCAPITA BANK: Sells 50% Stake in Lusail Golf to Barwa Real Estate ------------------------------------------------------------------ Gulf Daily News reports that alternative investment management firm Arcapita said it has sold its 50% stake in Lusail Golf Development to Barwa Real Estate Company. As reported by the Troubled Company Reporter on Nov. 7, 2014, RA Holding Corp. -- a new entity owned by the creditors, established to ensure an orderly disposal of assets in a bid to avoid a fire-sale liquidation -- on Nov. 5, 2014, disclosed that it entered into an agreement pursuant to which the company's stake in Lusail Golf Development would be sold to a subsidiary of Barwa Real Estate Company Q.S.C. A representative of RA Holding that "the Company expects to receive net proceeds of approximately $365,000,000 (after payment of all fees and senior obligations)." About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represented the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., served as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100 percent lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to each Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf The effective date of the Debtors' Second Amended Joint Plan of Reorganization, dated as of June 11, 2013, occurred on Sept. 17, 2013. ARCHDIOCESE OF ST. PAUL-MINNEAPOLIS: Files for Ch. 11 Amid Suits ---------------------------------------------------------------- Law360 reported that the Archdiocese of St. Paul and Minneapolis filed for Chapter 11 on Jan. 16, joining 11 other American dioceses, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. According to the report, the 825,000-worshiper archdiocese filed in U.S. Bankruptcy Court for the District of Minnesota, estimating that it has under $50 million in assets and under $100 million in liabilities. As previously reported by The Troubled Company Reporter, citing Daily Bankruptcy Review, three trials involving abusive priests from the archdiocese are scheduled to begin Jan. 26, 2015, increasing the likelihood that the archdiocese will file for bankruptcy. "As we have said many times before, all options for fairly addressing sexual abuse claims remain on the table," Joseph Kueppers, the archdiocese's chancellor for civil affairs, said in an emailed statement, the DBR report said. AS SEEN ON TV: Two Directors Resigned ------------------------------------- Kevin Richardson, II, and Greg Adams resigned from the board of directors of As Seen on TV, Inc., on Jan. 5, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mark Ethier, under a letter agreement, resigned as an employee (and as an officer) of the Company and its subsidiaries effective Jan. 8, 2015. Mr. Ethier will remain a member of the Company's board of directors and the board has reduced the number of seats on its board of directors to two members. The board of directors has appointed Shad Stastney, a current member of the board of directors, as interim president and chief executive officer. Pursuant to Mr. Ethier's resignation he is not entitled to any payments or benefits subsequent to the effective date of termination of his employment and the Company agreed to waive his non-competition and non-solicitation covenants. In addition, the Company agreed to vest and issue to Mr. Ethier 6,000,000 shares of restricted common stock, which approximately equals the number of shares of common stock that would have vested upon the first anniversary of Mr. Ethier's amended and restated employment agreement. About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. The Merger Agreement was completed on April 2, 2014. The Company incurred a net loss of $9.32 million on $1.98 million of revenues for the year ended March 31, 2014, as compared with net income of $3.69 million on $9.40 million of revenues for the year ended March 31, 2013. The Company's balance sheet at June 30, 2014, showed $39.8 million in total assets, $46.3 million in total liabilities, $2.70 million in redeemable preferred stock, and a $9.18 million total stockholders' deficiency. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company's recurring losses from operations and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Company stated the following statements in its quarterly report for the period ended June 30, 2014: "We have experienced losses from operations since our inception and cannot predict how long we will continue to incur losses or whether we ever become profitable. We have relied on a series of private placements of secured and unsecured promissory notes; the most recent promissory note sale was a senior secured promissory note on April 3, 2014 in the amount of $10,180,000 whereby the Company received net proceeds of approximately $8,400,000 after debt issuance costs and original issuance discount. "The Ronco is currently in default on $1,545,000 of its outstanding 18% promissory notes. Ronco is also in default on its 1.5% Secured Promissory Note with a current outstanding balance of $8,620,000; however, on March 7, 2014, Ronco and certain creditors entered into a forbearance agreement whereby each creditor will forbear from exercising its rights and remedies under the 1.5% Secured Promissory Note for up to 1 year provided Ronco does not default on the forbearance agreement. "Currently, the Company does not have a line of credit to draw upon. The Company's commitments and contingencies will either utilize future operating cash flow or require the sale of debt or equity securities to fulfil the commitments. We have undertaken, and will continue to implement, various measures to address our financial condition, including: * Significantly curtailing costs and consolidating operations, where feasible. * Seeking debt, equity and other forms of financing, including funding through strategic partnerships. * Reducing operations to conserve cash. * Deferring certain marketing activities. * Investigating and pursuing transactions with third parties, including strategic transactions and relationships. There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations and/or seek relief through a filing under the U.S. Bankruptcy Code. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties." ASR 2401: Noteholder Balks at PIP, Jetall Transaction ----------------------------------------------------- Creditor JPMCC 2006-LDP7 Office 2401 filed a limited objection to the Debtors' motion for an order: I) authorizing Preferred Income Partners IV, LLC to exercise its contractual right to assume control of ASR Fountainview, LLC; and II) approving the Debtors' employment of Jetall Real Estate Development as property manager. Noteholder JPMCC holds secured claims against ASR 2401 Fountainview, LP, and unsecured claims against ASR 2401 Fountainview, LLC. The Debtors, in their motion, stated that they own and operate an office building located at 2401 Fountainview, Houston, Texas. Debtor ASR 2401 Fountainview, LLC, has no operations other than acting as the General Partner of the (Debtor) Partnership. On Dec. 2-3, 2014, the Debtors, Preferred Income Partners IV, LLC, American Spectrum Realty, Inc. and ASR Operating Partnership (the Mediating Parties) mediated in an effort to resolve all disputed issues between them. The Noteholder said that the motion represents the product of a mediation agreement referred to as the Binding Term Sheet, yet the motion appears to seek a piecemeal approval of select terms of the Binding Term Sheet rather than a comprehensive settlement consistent with Bankruptcy Rule 9019 and the bankruptcy plan and disclosure statement processes embodied by Sections 1125 and 1129 of the Bankruptcy Code. According to the Noteholder, it is also unclear from the relief being sought in the motion if the Mediating Parties intend the relief being sought to embody all terms of the Binding Term Sheet, or simply only those related to the change in management of the Debtors and the engagement of Jetall. About ASR Constructors ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-25794) on Sept. 20, 2013. The petition was signed by Alan Regotti as president. ASR disclosed $17.6 million in assets and $18.9 million in liabilities as of the Chapter 11 filing. Judge Mark D. Houle presides over the case. James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the Debtor's counsel. The Law Office of John D. Mannerino serves as corporate counsel to the Debtor. Rodgers, Anderson, Malody & Scott LLP CPAs serves as accountant to the Debtor. Two affiliates -- Another Meridian Company, LLC and Inland Machinery, Inc. -- also filed Chapter 11 petitions. The U.S. Trustee notified the Bankruptcy Court of its inability to appoint an official committee of unsecured creditors in the Chapter 11 case of the Debtors. AURA SYSTEMS: Delays Nov. 30 Form 10-Q --------------------------------------- Aura Systems, Inc., notified the U.S. Securities and Exchange Commission that its quarterly report on Form 10-Q for the period ended Nov. 30, 2014, was not filed on or before the prescribed due date, Jan. 14, 2015, as it has not finalized the narrative disclosures for inclusion in the Form 10-Q. The Company intends to complete the Form 10-Q as soon as possible, but in no event later than five days from the original due date. About Aura Systems El Segundo, Calif.-based Aura Systems, Inc., designs, assembles and sells the AuraGen(R), its patented mobile power generator that uses a prime mover such as the engine of a vehicle to generate power. Aura Systems incurred a net loss of $13.9 million for the year ended Feb. 28, 2014, as compared with a net loss of $15.1 million for the year ended Feb. 28, 2013. The Company's balance sheet as of Aug. 31, 2014, showed $1.45 million in total assets, $35.07 million in total liabilities and $33.6 million in total stockholders' deficit. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has historically incurred substantial losses from operations, and may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AURA SYSTEMS: Incurs $2.1 Million Net Loss in Third Quarter ----------------------------------------------------------- Aura Systems, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.11 million on $80,900 of net revenues for the three months ended Nov. 30, 2014, compared to a net loss of $2.58 million on $853,000 of net revenues for the same period in 2013. For the nine months ended Nov. 30, 2014, the Company reported a net loss of $10.2 million on $1.04 million of revenues compared to a net loss of $9.29 million on $2.27 million of net revenues for the same period a year ago. As of Nov. 30, 2014, the Company had $1.27 million in total assets, $36.8 million in total liabilities and a $35.6 million total stockholders' deficit. The Company had cash of $14,500 and $41,000 as of Nov. 30, 2014, and Feb. 28, 2014, respectively. It had a working capital deficit at Nov. 30, 2014, and Feb. 28, 2014, of $34.5 million and $28.1 million, respectively. A copy of the Form 10-Q is available for free at: http://is.gd/XA8c2p About Aura Systems El Segundo, Calif.-based Aura Systems, Inc., designs, assembles and sells the AuraGen(R), its patented mobile power generator that uses a prime mover such as the engine of a vehicle to generate power. Aura Systems incurred a net loss of $14.0 million for the year ended Feb. 28, 2014, as compared with a net loss of $15.1 million for the year ended Feb. 28, 2013. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has historically incurred substantial losses from operations, and may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AUXILIUM PHARMACEUTICALS: Settles Merger-Related Lawsuit -------------------------------------------------------- Auxilium Pharmaceuticals, Inc., had reached an agreement in principle with the plaintiff in a stockholder action filed by putative stockholders of the Company, according to a Form 8-K disclosure with the U.S. Securities and Exchange Commission. The Stockholder Action alleges that individual members of the Auxilium board of directors breached their fiduciary duties to the public stockholders of Auxilium by approving the proposed transaction between Auxilium and Endo International plc, failing to take steps to maximize the value of Auxilium and failing to disclose material information relating to the process leading up to the proposed transaction. The defendants believe that no further disclosure is required under applicable laws; however, to avoid the risk of the litigation delaying or adversely affecting the Merger and to minimize the expense of defending that action, Auxilium has agreed, pursuant to the terms of a memorandum of understanding, to make the supplemental disclosures related to the Merger. Auxilium and the other named defendants have vigorously denied, and continue vigorously to deny, that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the litigation. A copy of the Supplemental Disclosure is available for free at: http://is.gd/ZzS5RW 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 Sept. 30, 2014, showed $1.14 billion in total assets, $983.1 million in total liabilities and total stockholders' equity of $161.88 million. * * * 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. BARNES & NOBLE: Modifies Bookstore Arrangement With Mohave College ------------------------------------------------------------------ Mohave Community Colleges and Barnes & Noble are modifying their bookstore arrangement, Rodd Cayton at Mohave Valley Daily News reports, citing the college's executive vice president, Diana Stithem. Mohave Valley Daily News relates that the physical bookstores on the college's campuses in Kingman and Lake Havasu City will be scaled down, and the retailer will maintain a virtual presence in those locations. The college's president, Michael Kearns, said htat students will still be able to buy or rent new or used textbooks in Kingman and Havasu, the report states. Mohave Valley Daily News adds that the physical bookstore on the Bullhead City campus will remain in place. Barnes & Noble owns a chain of bookstores in the U.S. As reported by the Troubled Company Reporter on Jan. 9, 2015, Michael Levin, writing for Hngnews.com, reported that B&N might file for Chapter 11 bankruptcy protection. According to Hngnews.com, B&N has been closing about 20 stores per year since 2012 and has said it will continue to do so for the next several years, but its financial position is bleak. The report added that one of B&N's key investors has cut the level of its financial stake in the company. BAXANO SURGICAL: Finds Buyer at $4MM Before Jan. 22 Auction ----------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Baxano Surgical Inc., a maker of devices for minimally invasive spine surgery, found a buyer in ExWorks Capital Fund I LP, which is willing to pay $4 million for assets used in developing and selling the company's iO-Flex and iO-Tome product lines and bone-graft harvesting products. According to the report, competing bids are due Jan. 20 in advance of a Jan. 22 auction and Jan. 27 sale-approval hearing. Days before bankruptcy, a "well-funded strategic purchaser" who had agreed on a nonbinding basis to buy all but one of Baxano's product lines said it was no longer willing to serve as stalking horse, the report related. About Baxano Surgical Based in Raleigh, North Carolina, Baxano Surgical Inc. develops, manufactures and markets minimally invasive medical products designed to treat degenerative conditions of the spine affecting the lumbar region. As of March 31, 2013, over 13,500 fusion procedures and 7,000 decompression procedures have been performed globally using its products. Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-12545) on Nov. 12, 2014. The case is assigned to Judge Christopher S. Sontchi. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, as bankruptcy counsel. The Debtor is also employing the law firm of Goodwin Proctor LLP as special counsel, and the law firm of Hogans Lovell as special healthcare regulatory counsel. The Debtor is engaging Tamarack Associates to, among other things, provide John L. Palmer as CRO. Houlihan Lokey is serving as the Debtor's investment banker. Rust Consulting Omni is the claims and noticing agent. The Chapter 11 plan and disclosure statement are due March 12, 2015. BEAZER HOMES: BlackRock Reports 9.1% Equity Stake at Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that as of Dec. 31, 2014, it beneficially owned 2,490,155 shares of common stock of Beazer Homes USA Inc. representing 9.1 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/l30hze About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." The Company's balance sheet at Sept. 30, 2014, showed $2.06 billion in total assets, $1.78 billion in total liabilities and $279 million in total stockholders' equity. * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In the Jan. 30, 2013, edition of the TCR, Moody's Investors Service raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1' from 'Caa2' and probability of default rating to 'Caa1-PD' from 'Caa2-PD'. The ratings upgrade reflects Moody's increasing confidence that Beazer's credit metrics, buoyed by a stregthening housing market, will gradually improve for at least the next two years and that the company may be able to return to a modestly profitable position as early as fiscal 2014. As reported by the TCR on Sept. 10, 2012, Fitch Ratings has upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc. (NYSE: BZH) to 'B-' from 'CCC'. The upgrade and the stable outlook reflect Beazer's operating performance so far this year, its robust cash position, and moderately better prospects for the housing sector during the remainder of this year and in 2013. The rating is also supported by the company's execution of its business model, land policies, and geographic diversity. BOMBARDIER INC: S&P Lowers CCR to 'B+'; Outlook Negative -------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its ratings on Montreal-based Bombardier Inc. including its long-term corporate credit rating to 'B+' from 'BB-'. The outlook is negative. "The downgrade reflects the company's lower-than-expected reported earnings before interest and taxes margins at both Bombardier Transportation and Bombardier Aerospace in fiscal 2014, resulting from what we believe are market pressures in both segments, as well as setbacks on key development programs" said Standard & Poor's credit analyst Jamie Koutsoukis. This has led to a reassessment in S&P's use of the comparable rating modifier which S&P has revised to "neutral" from "positive," as it believes the company is no longer on the stronger end of a "satisfactory" business risk profile. Furthermore, the company announced that certain financial guidance previously provided will not be met. Specifically, earnings before interest and taxes margins were 100 basis points lower than guidance at both the aerospace and transportation divisions. Given these initial results, S&P expects that Bombardier will generate greater-than-anticipated negative free cash flow in fiscal 2014 and believe that an improvement in credit measures post-2015 will be further delayed. The ratings on Bombardier reflect what S&P views as the company's "satisfactory" business risk profile and "highly leveraged" financial risk profile. S&P's ratings take into consideration the company's leading market positions in the transportation and business aircraft segments, as well as its product range and diversity. These positive factors are partially offset, in S&P's opinion, by the continued execution risk associated with the entry into service of the CSeries jet, high leverage, and reported profitability that has been weak in both the aerospace and transportation divisions. Bombardier is engaged in the manufacture of transport solutions worldwide. It operates in two distinct industries: aerospace and rail transportation. It has 79 production and engineering sites in 27 countries, and a worldwide network of service centers. S&P views the industry risk as "intermediate" and the country risk as "low." The negative outlook reflects S&P's view that Bombardier's 2015 performance could remain challenged due to market conditions and the company's continued large capital spend program, leading to weaker credit protection measures than S&P previously forecast. Furthermore, the outlook incorporates S&P's opinion that, given Bombardier's current leverage and debt-to-cash flow metrics, there remains very limited room for delays on project execution or margin deterioration. S&P could lower the rating on Bombardier should its new aircraft program experience further delays or order levels do not allow for profitable production, resulting in a reassessment of the company's business risk profile. In addition, S&P could take a negative rating action should Bombardier face liquidity pressures, which could result from either deteriorating headroom under its covenants or an inability to refinance upcoming maturities. An upgrade would be contingent on Bombardier being able to place the CSeries into service, effectively removing the execution and cost risks associated with the program, combined with a recovery of its credit metrics, specifically funds from operations to debt of 12% or higher, and the company demonstrating an ability to generate sustained positive free cash flow. BUCCANEER ENERGY: Chapter 11 Plan Confirmed ------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, on Jan. 13, 2015, approved the disclosure statement and confirmed the First Amended Joint Chapter 11 Plan of Buccaneer Resources, LLC, et al. The Plan proposes the orderly liquidation of the Debtors' Estates. On Oct. 31, 2014, the Court approved the sale of the Kenai Loop Assets to AIX. The closing of this sale, the transfer of the Settlement Payment to the Liquidating Trust, and the funding of the Administrative Claims Account are conditions precedent to the Effective Date. About Buccaneer Energy Buccaneer Resources, LLC, and eight affiliates, including Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May 31, 2014. Buccaneer Resources' primary business is the exploration for and production of oil and natural gas in North America and their operations are focused on both onshore and offshore activities in the Cook Inlet of Alaska as well as the development of offshore projects in the Gulf of Mexico and onshore oil opportunities in Texas and Louisiana. Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "BCC". Although BCC is an Australian listed entity, the company operates exclusively through its eight U.S. subsidiary debtors, each of which are headquartered in the U.S. and which maintain offices in Houston and Dallas, Texas, and Kenai and Anchorage, Alaska. CEO Curtis Burton was terminated in May 2014. Manning the Debtors' operations is Conway MacKenzie senior managing director John T. Young, who was appointed chief restructuring officer in March 2014. The bankruptcy cases are assigned to Judge David R Jones. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The other debtors are Buccaneer Energy Limited, Buccaneer Energy Holdings, Inc., Buccaneer Alaska Operations, LLC, Buccaneer Alaska, LLC, Kenai Land Ventures, LLC, Buccaneer Alaska Drilling, LLC, Buccaneer Royalties, LLC, and Kenai Drilling, LLC. The Debtors have tapped Robert Andrew Black, Esq., Jason Lee Boland, Esq., Robert Bernard Bruner, and William R Greendyke, Esq., at Fulbright Jaworski LLP as counsel. Norton Rose Fulbright Australia will render legal services related to cross-border insolvency and general corporate and litigation matters to Buccaneer Energy Ltd. Epiq Systems is the claims and notice agent. U.S. Bankruptcy Judge David R. Jones has conditionally approved Buccaneer's First Amended Disclosure Statement and Plan of Reorganization dated Nov. 5, 2014. The Debtors' assets are being marketed for sale with the assistance of a sales agent based on prior authorization from the Court. The Debtors anticipate that the majority of their oil and gas properties and interests will be sold at an auction to be held prior to the hearing on the Plan. The Plan will not become effective until after the closing of this sale. The U.S. Trustee for Region 7 on June 10, 2014, appointed five creditors to serve on the official committee of unsecured creditors. The Committee retained Greenberg Traurig, LLP as legal counsel to the Committee, and Alvarez & Marsal North America, LLC as financial advisors. CAESARS ENTERTAINMENT: 2017 Bank Debt Trades at 11% Off ------------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 89.00 cents-on-the-dollar during the week ended Friday, January 16, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.83 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 875 basis points above LIBOR to borrow under the facility. The bank loan matures on March 1, 2017, and carries Moody's Caa3 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. CAESARS ENTERTAINMENT: Extending Deadline for Lenders' Support -------------------------------------------------------------- Caesars Entertainment Operating Company, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that it is extending the period during which it is seeking consents from lenders under the Credit Agreement to support restructuring CEOC's outstanding obligations and liabilities from 9:00 p.m., New York City time, on Jan. 14, 2015, to 5:00 p.m., New York City time, on Jan. 26, 2015. On Jan. 15, 2015, CEOC and certain of CEOC's wholly owned subsidiaries, in accordance with the Third Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Jan. 14, 2015, among CEC, CEOC and holders of claims in respect of CEOC's first lien notes, filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Illinois. CEOC also entered into an Instrument of Resignation, Appointment and Acceptance, together with Wilmington Savings Fund Society, FSB, as resigning trustee, and BOKF, N.A., as successor trustee, with respect to the indenture governing CEOC's 12.75% Second-Priority Senior Secured Notes due 2018. 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, $28.2 billion in total liabilities and a $3.71 billion total deficit. Appaloosa Investment Limited, et al., filed an involuntary Chapter 11 bankruptcy petition against Caesars Entertainment Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. CEOC operates hotel and casino properties that are part of the "Caesars" resort and gaming empire. The hedge funds hold 10% second lien notes in the company. Appaloosa Investment Limited Partnership I holds $13,109,250 of the notes; OCM Opportunities Fund VI, L.P., holds $18,239,186 of the notes; and Special Value Expansion Fund holds $9,734,458 of the notes. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP. In January 2015, Caesars Entertainment and subsidiary CEOC announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, the RSA became effective pursuant to its terms as of Jan. 9, 2015. CEOC and 172 other affiliates filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. Kirkland & Ellis serves as the Debtors' counsel. Alixpartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. CEOC disclosed total assets of $12.3 billion and total debts of $19.8 billion as of Sept. 30, 2014. The petitions were signed by Mary E. Higgins as authorized individual. Judge Benjamin Goldgar presides over the cases. CAESARS ENTERTAINMENT: Fitch Cuts IDR to 'D' on Bankr. Filing ------------------------------------------------------------- Fitch Ratings, on Jan. 15, 2015, downgraded Caesars Entertainment Operating Company, Inc.'s (CEOC) IDR to 'D' from 'C' while affirming CEOC's issue specific ratings. The downgrade reflects CEOC's missed interest payment on its 10% second-lien notes, Jan. 14's expiration of the 30-day grace period and the Jan. 15 voluntary bankruptcy filing by CEOC. As Fitch expected, the Jan. 15 filing only includes CEOC. Fitch affirmed other ratings within Caesars Entertainment Corp.'s (CEC) corporate family on Dec. 16, 2014 when CEOC missed the interest payment as Fitch did not believe a filing at CEOC, in of itself, would directly impact CEC or other subsidiaries. The 'CC' IDR of CEC continues to reflect the linkage between CEC and CEOC vis-a-vis CEC's collection guarantee of CEOC's credit facility and the possibility that CEC will be liable under the payment guarantee of CEOC's notes. CEOC announced in May 2014 that it released the guarantee; however, certain first-lien and second-lien noteholders are contesting the release. Fitch estimates full recovery for CEOC's credit facility lenders, with 87% recovery for the first-lien noteholders and less than 10% recovery for the remainder of the capital structure. The estimate assumes a 9.6x enterprise value (EV)/EBITDA multiple on approximately $850 million EBITDA. The recovery analysis also gives credit to the parent guarantee. Fitch values the guarantee at $2.8 billion, which is the cash at CEC and CEC's stake in Caesars Growth Partners (CGP) and Caesars Entertainment Resort Properties (CERP). Fitch allocates the value of the guarantee first to CEOC's term loans since loans indisputably retain the guarantee and then allocates it on a pro rata basis to other tranches. The recovery estimates takes into account cash at CEOC (adjusted for cage cash) and an administration claims assumption equal to 10% of EV. Fitch's administrative claims assumption is somewhat subjective and is approximately $800 million, which is high but not unprecedented. Lehman and Enron liquidation legal and professional fees exceeded $2 billion and $750 million, respectively. The more comparable sized Tribune Co.'s bankruptcy cost more than $500 million. Fitch takes the following rating actions: Caesars Entertainment Operating Co. -- Long-term IDR downgraded to 'D' from 'C'; -- Senior secured first-lien revolving credit facility and term loans affirmed at 'CCC/RR1'; -- Senior secured first-lien notes affirmed at 'CCC-/RR2'; -- Senior secured second-lien notes affirmed at 'C/RR6'; -- Senior unsecured notes with subsidiary guarantees affirmed at 'C/RR6'; -- Senior unsecured notes without subsidiary guarantees affirmed at 'C/RR6'. Fitch currently rates the other CEC entities as follows: Caesars Entertainment Corp. -- Long-term IDR 'CC'. Caesars Entertainment Resort Properties, LLC -- IDR 'B-'; Outlook Stable; -- Senior secured first-lien credit facility 'B+/RR2'; -- First-lien notes 'B+/RR2'; -- Second-lien notes 'CCC/RR6'. Caesars Growth Properties Holdings, LLC -- IDR 'B-'; Outlook Stable; -- Senior secured first-lien credit facility 'BB-/RR1'; -- Second-lien notes 'B-/RR4'. Corner Investment PropCo, LLC -- Long-term IDR 'CCC'; -- Senior secured credit facility 'B-/RR2'. Chester Downs and Marina LLC (and Chester Downs Finance Corp as co-issuer) -- Long-term IDR 'CCC'; -- Senior secured notes 'CCC+/RR3'. CAESARS ENTERTAINMENT: Further Amends Restructuring Agreement ------------------------------------------------------------- Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., a majority owned subsidiary of CEC, and certain holders of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 agreed to amend and restate the Second Amended and Restated Restructuring Support and Forbearance Agreement, on Jan. 14, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. Pursuant to the Amendment, transferees and assignees of holders of First Lien Bond Claims, which holders signed the RSA and became Consenting Creditors on or prior to 5:00 p.m., New York City time, on Jan. 12, 2015, with respect to any transfers or assignments permitted under the RSA of First Lien Bond Claims held by any such transferee or assignee as of 11:59 p.m., New York City time, on Jan. 15, 2015, will be entitled to the RSA Forbearance Fees in respect of such Forbearance Fee First Lien Bond Claims in accordance with the RSA unless such Forbearance Fee Party elects to remain the Forbearance Fee Party with respect to such Forbearance Fee First Lien Bond Claims in accordance with the RSA. A full-text copy of the Third Amended Restructuring Support Agreement is available for free at http://is.gd/96yLCX 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, $28.2 billion in total liabilities and a $3.71 billion total deficit. Appaloosa Investment Limited, et al., owed $41 million on account of 10 percent second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against Caesars Entertainment Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. CEOC operates hotel and casino properties that are part of the "Caesars" resort and gaming empire. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP. In January 2015, Caesars Entertainment and subsidiary CEOC announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, the RSA became effective pursuant to its terms as of Jan. 9, 2015. CEOC and 172 other affiliates filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. Kirkland & Ellis serves as the Debtors' counsel. Alixpartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. CEOC disclosed total assets of $12.3 billion and total debts of $19.8 billion as of Sept. 30, 2014. The petitions were signed by Mary E. Higgins as authorized individual. Judge Benjamin Goldgar presides over the cases. CAESARS ENTERTAINMENT: Moody's Cuts PDR to 'D-PD' on Ch. 11 Filing ------------------------------------------------------------------ Moody's Investors Service lowered Caesars Entertainment Operating Company, Inc's Probability of Default Rating to D-PD from Ca-PD following the company's announcement that it voluntarily filed for relief under Chapter 11 of the United States Bankruptcy Code. Rating Rationale Caesar Entertainment Operating Company, Inc. (CEOC), a majority owned subsidiary of Caesars Entertainment Corporation, owns and manages casinos located in most regional markets in the US including, Las Vegas, NV. CEOC generated approximately $5.5 billion in annual revenue for the latest 12-month period ended September 30, 2014. Caesars Entertainment (unrated), Caesars Entertainment Resort Properties (B3 negative) and Caesars Growth Partners (unrated), which are separate entities with independent capital structures, have not filed for bankruptcy relief. A complete list of CEOC issue-level and issuer-level rating actions affected by the bankruptcy appears below. Moody's will withdraw these ratings because CEOC has entered bankruptcy. CEOC rating lowered: Probability of Default Rating, to D-PD from Ca-PD CEOC ratings affirmed: Corporate Family Rating, at Ca Senior secured bank facilities, at Caa3 (LGD3) Senior secured notes, at Caa3 (LGD3) Senior unsecured notes, at C (LGD6) CEOC ratings withdrawn: Speculative Grade Liquidity Rating, withdrawn Ratings affirmed for Harrah's Escrow Corporation, Caesars Operating Escrow, LLC, and Harrah's Operating Company, Inc. (Old) debt assumed by CEOC Senior secured notes, at Caa3(LGD3) Senior secured second priority notes, at C(LGD5) Senior unsecured notes, at C(LGD6) 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. CAESARS ENTERTAINMENT: S&P Cuts Rating to 'D' on Chapter 11 Filing ------------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered, on Jan. 15, 2014, all remaining issue-level ratings on Caesars Entertainment Operating Co., a majority owned subsidiary of Caesars Entertainment Corp. (CEC), to 'D' following CEOC's filing for Chapter 11 bankruptcy protection. S&P previously lowered its corporate credit rating on CEOC to 'D' on Dec. 15, 2014 when the company announced that it would not make a $225 million interest payment due that day on the company's second priority senior secured notes. "The CEOC bankruptcy filing results from CEOC's very highly leveraged capital structure, and its inability to generate sufficient cash flow to meet interest and principal payments on its $18.4 billion of outstanding debt as of Jan. 15, 2015," said Standard & Poor's credit analyst Melissa Long. CEOC hopes to implement a Chapter 11 restructuring plan that, as currently envisioned, would reduce debt by $10 billion and lower interest expense by about 75% to approximately $450 million, and would split CEOC into an operating company and a property company. S&P would expect to be in a position to rate a "restructured" CEOC once the bankruptcy court has approved a Chapter 11 plan of reorganization, although the timing of the Chapter 11 process and the terms of any such plan are highly uncertain. The venue for CEOC's Chapter 11 proceeding has yet to be determined. Certain second-lien creditors filed an involuntary Chapter 11 petition against CEOC on Jan. 12 in Delaware bankruptcy court, while CEOC filed today in Chicago. S&P intends to update its recovery analysis on CEOC's existing debt obligations as soon as practical. S&P's ratings on other related entities, including Caesars Entertainment Corp., Caesars Entertainment Resorts Properties LLC (CERP), Chester Downs & Marina, and Caesars Growth Properties Parent LLC (CGP) are unaffected at this time. Downward pressure on each of these ratings reflects uncertainty regarding the outcome of various legal actions that have been filed against CEC, CERP, CGP, and CEOC by CEOC's creditors challenging various financing transactions and asset transfers, including previous transfers of assets from CEOC to CGP and to CERP. In the event any one of these entities is pulled into the Chapter 11 bankruptcy filing, or if asset transfers are voided in litigation, S&P could lower ratings on the relevant entity or entities. S&P notes that CEOC's restructuring proposal is conditioned upon the release of these litigation claims against CEC and related parties. CAL DIVE: Won't Pay $2.2 Mil. in Interest on 5% Sr. Notes Due Jan. ------------------------------------------------------------------- Cal Dive International, Inc. on Jan. 15 disclosed that it has decided not to pay approximately $2.2 million in interest due January 15, 2015 on its 5.00% convertible senior notes due 2017. Under the terms of the indenture governing the Notes, the Company has a 30-day grace period during which it may elect to make the interest payment without being in default for non-payment. The Company believes it is in the best interests of its debt and equity holders to continue to focus on actively addressing the Company's debt and capital structure and intends during the 30-day grace period to continue discussions with its debt providers. If the Company does not make the interest payment before the grace period expires, the Trustee or the requisite holders of the Notes could declare the aggregate principal amount of the Notes, plus all unpaid interest and any other amounts due and owing on the Notes, immediately due and payable. Additionally, as previously disclosed, the delisting of the Company's common stock from trading on the New York Stock Exchange constituted a "Fundamental Change" under the Notes, and pursuant to the terms of the Notes and indenture governing the Notes, each note holder has the right to require the Company to purchase for cash any or all of the Notes held by the note holders at a price equal to 100% of the principal, plus accrued and unpaid interest. The Company provided the Fundamental Change Notice to the note holders on December 28, 2014, and has until February 2, 2015 to repurchase any notes that are tendered by note holders on or before January 30, 2015. The Company currently has no plans to repurchase Notes that are tendered, which will constitute a separate event of default under the indenture governing the Notes. In pursuit of its efforts to deleverage the Company and improve its balance sheet and liquidity, the Company is continuing to pursue financing transactions, non-core asset sales and other strategic efforts that could provide the Company with additional liquidity and allow for the repayment, restructuring or refinancing of the Company's first lien revolving credit facility and other funded debt. However, there is no assurance that an agreement on such a transaction will be reached in a timely manner. Accordingly, the Company is also evaluating other, potentially less satisfactory measures, including seeking protection under the bankruptcy laws as it continues its efforts to restructure its business and capital structure. About Cal Dive International, Inc. Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. CANBRIAM ENERGY: S&P Revises Outlook to Stable & Affirms 'B-' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on Calgary, Alta.-based Canbriam Energy Inc. to stable from positive. At the same time, Standard & Poor's affirmed its 'B-' long-term corporate credit and 'CCC+' senior unsecured debt ratings on the company. The recovery rating on the debt remains '5', indicating S&P's expectation of modest (10%-30%) recovery in a default scenario. "The outlook revision reflects our view that the company's production growth will be pressured as it reduces its 2015 capital expenditures in response to low commodity prices to protect its balance sheet," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. Although S&P acknowledges that Canbriam's 2015 expected production will be higher than 2014 levels, S&P forecasts the company's production growth profile to be lower than it had forecast. Given the company's flexible capital budget and its focus on balance-sheet protection, S&P expects the lower production growth and internally generated cash flow to pressure debt-to-EBITDA but to remain below 4x in the next 12 months. The "vulnerable" business risk profile assessment reflects S&P's opinion of the company's exposure to the highly volatile and capital-intensive exploration and production (E&P) industry, Canbriam's relatively small reserve and production base, its limited geographic diversity, and its weak profitability. S&P believes Canbriam's competitive cost structure offsets these weaknesses somewhat. S&P considers the company's limited scale and geographic diversity as a credit weakness. As of Dec. 31, 2013, it had proved reserves of 46.3 million barrels of oil equivalent (boe), which is similar to that of other 'B-' rated E&P companies with a proved-developed reserve life index of about four years. To improve those measures, Canbriam's capital spending needs to remain high, which is unlikely at S&P's current price assumptions. At the same time, the company's geographic concentration in the Altares development area could expose it to third-party infrastructure constraints or weather conditions, negatively affecting a significant part of the production portfolio. S&P expects Canbriam's profitability (per thousand of cubic feet equivalent [mcfe]), which is weaker than that of its 'B-' rated similar-sized peers due to lower realized revenues, will continue to face stress under current commodity prices. S&P assess Canbriam's financial policy as "highly leveraged" based on the company's projected credit measures and financial sponsor ownership (which S&P characterizes as 'FS-6'). S&P expects Canbriam to outspend its cash flow in the next 12-18 months. Although the company plans to hedge about 50% of its annual gas production, which reduces significant cash-flow volatility, low production growth and depressed prices will continue to pressure cash-flow generation and could lead to volatility in credit measures. The stable outlook reflects S&P's view Canbriam's production growth trajectory, although showing a positive trend, is weaker than S&P had previously forecast, limiting the company's cash flow. However, due to management's ability to reduce capital expenditures, S&P projects Canbriam to keep its debt-to-EBITDA below 4x in 2015. S&P could lower the ratings if it expects the company's liquidity to be constrained significantly, for example due to a borrowing base reduction, such that it hampers ongoing production. S&P could also lower the ratings if FFO-to-debt decreases below 10%, which could happen if Canbriam's production and cash flow decline faster than forecast. S&P might consider a positive action if it expects the company to increase its production level in line with its other 'B' rated peers while improving its FFO-to-debt above 30%, which S&P views as highly unlikely with current prices. S&P might also consider a positive action if Canbriam demonstrates less reliance on its financial sponsor. CAROLINA PEDIATRIC: Case Summary & 4 Top Unsecured Creditors ------------------------------------------------------------ Debtor: Carolina Pediatric Eye Properties, LLC 1025 Vinehaven Drive Concord, NC 28025 Case No.: 15-50036 Chapter 11 Petition Date: January 15, 2015 Court: United States Bankruptcy Court Middle District of North Carolina (Winston-Salem) Judge: Hon. Lena M. James Debtor's Counsel: James C. White, Esq. LAW OFFICE OF JAMES C. WHITE, P.C. PO Box 16103 Chapel Hill, NC 27516-6103 Tel: 919-313-4636 Fax: 919-246-9113 Email: jimwhite@jcwhitelaw.com Total Assets: $1.15 million Total Liabilities: $1.21 million The petition was signed by Buhilda McGriff, member manager. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/ncmb15-50036.pdf CASPIAN SERVICES: Had $18MM 2014 Loss, Warns Possible Bankruptcy ----------------------------------------------------------------- Caspian Services, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K for the year ended Sept. 30, 2014, stating that there is uncertainty as to its ability to continue as a going concern. The Company's independent auditors, Haynie & Company, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the 2014 consolidated financial statements citing that, "[A] Company creditor has indicated that it believes the Company may be in violation of certain covenants of certain substantial financing agreements. The financing agreements have acceleration right features that, in the event of default, allow for the loan and accrued interest to become immediately due and payable." According to the auditors, as a result of this uncertainty, the Company has included the note payable and all accrued interest as current liabilities at Sept. 30, 2014. At Sept. 30, 2014, the Company had negative working capital of $85.0 million and for the year ended Sept. 30, 2014, the Company had a net loss of $16.6 million. Caspian reported a net loss of $18.8 million on $29.9 million of total revenue for the year ended Sept. 30, 2014, compared with a net loss of $11.8 million on $33.08 million of total revenues for the year ended Sept. 30, 2013. As of Sept. 30, 2014, Caspian had $67.06 million in assets, $101.5 million in liabilities and a $34.5 million total deficit. Under the terms of European Bank for Reconstruction and Development Loan Agreement, as amended, the semi-annual repayment installments under the EBRD loan are due each year on November 20 and May 20. As of Jan. 13, 2015, none of the required installment payments has been made, which may constitute an event of default under the EBRD Loan Agreement and may constitute a default under the Put Option Agreement. The default interest rate of the EBRD Loan of 9% is applied to the payments due but not paid. The Company warned that given the difficult equity and credit markets and its current financial condition, it believes it would be very difficult, if not impossible, to obtain funding to repay these obligations. "If we were unable to repay the loans or satisfy the put, we anticipate EBRD could seek any legal remedies available to it to obtain repayment of its loans and its put right. These remedies could include forcing the Company into bankruptcy," the Company stated. A full-text copy of the Form 10-K is available for free at: http://is.gd/UAjGYh About Caspian Services Headquartered in Salt Lake City, Caspian Services, Inc., was incorporated under the laws of the state of Nevada on July 14, 1998. Since February 2002 the Company has concentrated its business efforts to provide diversified oilfield services to the oil and gas industry in western Kazakhstan and the Caspian Sea, including providing a fleet of vessels, onshore, transition zone and marine seismic data acquisition and processing services and a marine supply and support base in the port of Bautino, in Bautino Bay, Kazakhstan. CHARDON LLC: Individual Debtors Can't Use FirstMerit Cash --------------------------------------------------------- U.S. Bankruptcy Judge Thomas M. Lynch denied the motions of individual debtors David Wolf, Donald Wolf, Jr. and Donald Wolf, Sr. for authority to use cash collateral of FirstMerit Bank, N.A., to pay certain professional fees. Individual chapter 11 debtors Donald Wolf, Jr. and David Wolf -- the Brothers -- originally sought to pay their attorneys $137,000 and to pay their financial advisor $19,700 for postpetition services using funds derived from the rental income of 10611-10685 Wolf Dr., Huntley, Illinois. While the initial request was still pending, on November 24, 2014, the Brothers filed a second request, together with a request by their father Donald Wolf, Sr., who is represented by the same counsel, asking to pay an additional $115,000 to their attorneys and to pay a real estate appraiser, Edward Kling $6,600 also from the proceeds of rental income from the Huntley Building. The Huntley Building is a commercial property held in a land trust. Donald Wolf, Sr., holds a 51% beneficial interest in this land trust. Brothers David and Donald, Jr. each hold a 24.5% beneficial interest. As of the Brothers' petition date, Oct. 21, 2013, the three family members jointly and severally owed FirstMerit National Bank at least $15.2 million on direct loans and guaranties of corporate debt. This debt, which has been cross-collateralized, is secured by a prepetition mortgage and assignment of rents in the Huntley Building and by a collateral assignment of the Wolfs' beneficial interest in the land trust. The loan balance exceeds the value of the Huntley Building. It is also undisputed that the market value of the Huntley Building at this time is stable and likely will increase over the long-term. The professional fees sought to be funded, totaling $279,000, were approved by the bankruptcy court in mid and late-2014. The orders approving these fees expressly prohibited payment from the cash collateral of FirstMerit without the court's further approval. The Wolfs allege that as of May 6, 2014, the date their initial motions were filed, they held $198,000 and as of Nov. 24, 2014, the date of the second motion, they held $326,000 in cash collateral attributable to rents from the Huntley Building. They further allege that the current leases on that property generate approximately $52,400 in monthly rental income. The Wolfs argue that FirstMerit is adequately protected even if $279,000 of its cash collateral is paid to the professionals because the real estate collateral is not diminishing in value and the cash collateral used to pay the fees will be replenished with future rents in which the Wolfs will grant FirstMerit replacement liens. FirstMerit opposes the motion on the grounds that it already has valid liens in the future rents and, therefore, the net value of its collateral interest will diminish if its cash collateral is paid to professionals as proposed. "The Wolfs have not demonstrated that FirstMerit Bank, N.A.'s interest in cash collateral will be adequately protected if it is used to pay the professional fees of Barrick Switzer, Ronald Javorek or Edward Kling as proposed. Accordingly, the motions will be denied," Judge Lynch said in his January 12 Memorandum Opinion available at http://is.gd/mlm1wEfrom Leagle.com. Pursuant to the administrative order entered on July 2, 2014, the bankruptcy cases of Donald Wolf, Jr. (Bankr. N.D. Ill. Case No. 13-B-83571), David Wolf (No. 13-B-83572) and Donald Wolf, Sr. (No. 14-B-81919) were procedurally consolidated for joint administration with the eight corporate bankruptcy cases previously procedurally consolidated for joint administration into the lead case of Chardon, LLC (Bankr. N.D. Ill. Case No. 13-B-81372). Donald Wolf, Sr. filed his voluntary petition under Chapter 11 on October 28, 2013, originally in the Middle District of Florida. His case was transferred to the Northern District of Illinois on June 18, 2014, and has been jointly administered with the Brothers' cases and the Chardon corporate cases since July 2, 2014. CHARTER NEX: Moody's Assigns 'B2' CFR & Rates 1st Lien Debt 'B1' ---------------------------------------------------------------- Moody's Investors Service assigned a first-time B2 corporate family rating and B2-PD probability of default rating to Charter NEX US Holdings, Inc. (Charter NEX) with a stable outlook. Moody's also assigned a B1 rating to the proposed $320 million first-lien senior secured credit facilities and a Caa1 rating to the proposed $110 million second-lien senior secured term loan that will be used to fund the acquisition of Charter NEX by a private equity company Pamplona Capital Management, LLP. The acquisition is subject to regulatory approvals and is expected to close in the first quarter of 2015. Moody's took the following rating actions: Charter NEX US Holdings, Inc. -- Assigned B2 CFR -- Assigned B2-PD PDR -- Assigned B1, LGD3 rating to $50 million first-lien senior secured five-year revolver -- Assigned B1, LGD3 rating to $270 million first-lien senior secured seven-year term loan -- Assigned Caa1, LGD5 rating to $110 million second-lien senior secured eight-year term loan The ratings outlook is stable. The ratings are subject to the receipt and review of the final documentation. Ratings Rationale The B2 corporate family rating reflects the company's high leverage, small scale and competitive and fragmented industry. Charter NEX is a producer of specialty polyethylene film for food and consumer packaging and for industrial and medical/pharmaceutical applications. Pro forma for the transaction, Charter NEX debt will more than double and debt/EBITDA will rise to approximately 6.0 times in the twelve months ended September 30, 2014. The polyethylene film industry is fragmented and competitive with pricing pressures when supply and demand are not aligned. Charter NEX competes with other independent polyethylene film producers, some of which are larger and better capitalized, and its customers include larger integrated converters and smaller independent converters. The customer concentration is fairly high with the top 10 customers generating about half of its revenue, though no single customer accounts for more than 10% of revenue. The majority of business is under one-year volume supply agreements and the lack of long-term contracts is a credit negative. That said, 75% of the agreements have monthly or quarterly resin pass-throughs tied to a polyethylene index. Resin is the largest manufacturing cost accounting for 60% of cost of goods sold. Other costs such as labor, freight and energy are not contractually passed through. The rating is supported by high operating margins, history of strong cash flow generation and exposure to diverse end markets including the more stable packaged food segment. Charter NEX margins are strong for the rating category and reflect the company's expertise in manufacturing specialty mono- and multi-layer blown polyethylene film with specialized properties such as oxygen and moisture barriers. The majority of its film is used in higher-margin food applications, such as stand-up pouches, but the company also serves consumer, industrial, food-service and medical/pharmaceutical end markets. The company benefits from recent and planned capacity additions as well as from continuing growth in the flexible packaging segment driven by substitution from rigid packaging. Despite increasing interest payments, Moody's expect the company to continue to generate free cash flow given low capital expenditure requirements. Moody's expect the company to maintain good liquidity. The stable rating outlook reflects expectations that volume will increase following capacity additions supporting credit metrics and delevering. Given the company's small size, Moody's don't expect to upgrade its ratings in the intermediate term. The ratings could be upgraded if the company increases its revenue base, diversifies its products and customers and maintains strong EBIT margins and reduces debt/EBITDA below 4.5 times. The ratings could be downgraded if free cash flow to debt falls below 3%, debt/EBITDA rises above 6.5 times and EBIT/Interest falls below 1 times. The ratings could also be downgraded if volumes and margins decline, if the company undertakes a sizeable debt-financed acquisition or dividend recapitalization or if the liquidity profile deteriorates. The principal methodology used in these ratings was Global Packaging Manufacturers: Metal, Glass, and Plastic Containers published in June 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CHARTER NEX: S&P Assigns 'B' CCR & Rates $320MM Facilities 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Milton, Wis.-based Charter NEX US Holdings Inc. (CNEX). The outlook is stable. S&P assigned a 'B+' issue rating (one notch higher than the 'B' corporate credit rating) and a recovery rating of '2' to CNEX's proposed $320 million first-lien senior secured credit facilities. The '2' recovery rating indicates S&P's expectation of substantial (70% to 90%) recovery in the event of a payment default. The senior secured credit facilities consist of a $50 million five-year revolving credit facility and a $270 million seven-year first-lien term loan. At the same time, S&P assigned a 'CCC+' issue rating (two notches below the corporate credit rating) and recovery rating of '6' to CNEX's second-lien term loan. The '6' recovery rating indicates S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. All ratings are based on preliminary terms and conditions. "Our 'B' rating on CNEX has been derived from our anchor of 'b', based on our assessments of the company's 'fair' business risk and 'highly leveraged' financial risk profiles," said Standard & Poor's credit analyst Henry Fukuchi. The acquisition will be financed with a proposed $270 million first-lien term loan, $110 million second-lien term loan, and about $202 million in equity. S&P's assessment of CNEX's business risk profile as "fair" reflects the company's narrow product focus, modest scale of operations, and low geographic and customer diversity. CNEX primarily produces high-performance polyethylene films that are sold to film convertors for the food, consumer, retail, and industrial end markets. S&P views the company's low cost structure, differentiated products, and long-standing relationship with customers as favorable, which should support its above-average EBITDA margins. Moreover, the relative stability of CNEX's end markets and CNEX's ability to pass through raw material costs would enable it to maintain relatively stable earnings. CNEX generates about 50% of its revenues from the top 10 customers and 9% from its largest customer, making its earnings vulnerable to loss of key customers. S&P's assessment of CNEX's financial risk profile as "highly leveraged" incorporates its expectation that the company's credit measures would remain appropriate for a highly leveraged financial risk profile, including an adjusted debt to EBITDA ratio between 5x to 6.5x and a funds from operations (FFO) to adjusted debt ratio of below 12%. Pro forma for the transaction, the debt to EBITDA ratio would be around 6.5x. S&P expects the company to spend a substantial portion of cash generated from operations to increase its production capacity, thus limiting the amount of debt repayment. Nevertheless, S&P expects the company's leverage to decline gradually to about 5.5x over the next couple of years. S&P's view is that the financial policy of private-equity-owned CNEX will result in the company maintaining a "highly leveraged" financial risk profile. The stable outlook reflects S&P's expectation that the company's high EBITDA margins and good cash flow generation coupled with supportive financial policies would allow the company to maintain an adjusted debt to EBITDA ratio of between 5.0x to 6.5x in the near term, which S&P considers appropriate for the rating. S&P considers a higher rating to be unlikely in the near term, reflecting its view of an aggressive financial policy. S&P could raise the ratings modestly if leverage decreased to below 5x and FFO to adjusted debt increased to over 12% and remained stable over time. For an upgrade, S&P would also need to believe that future financial policies would support a higher rating. S&P could lower the rating if the company's adjusted debt to EBITDA ratio remains above 6.5x with no clear prospects of recovery, or if its liquidity deteriorates materially. This could result from a decline in EBITDA margin of around 200 basis points from S&P's base-case scenario. S&P's downside scenario incorporates an organic growth strategy and it do not factor in large future dividends. COMMUNITY HOME: Trustee Wants Approval to Maintain REO Properties ----------------------------------------------------------------- Kristina M. Johnson, trustee of the estate of Community Home Financial Services, Inc., filed a motion asking the Bankruptcy Court for authority, nunc pro tunc to Jan. 16, 2014, to: 1. preserve and maintain properties that later become property of the estate ("REO properties"); 2. establish procedures for employment and compensation of professionals for REO properties; 3. establish procedures to sell or lease certain REO properties; and 4. supplement a servicing agreement that was previous approved in the Chapter 11 proceeding. About Community Home Community Home Financial Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012. Community Home Financial is a specialty finance company located in Jackson, Mississippi, providing contractors with financing for their customers. CHFS operates from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. The Debtor scheduled $44.9 million in total assets and $30.3 million in total liabilities. Judge Edward Ellington presides over the case. The Debtor was first represented by Roy H. Liddell, Esq., and Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter 11 counsel. Wells Marble was terminated Nov. 13, 2013. The Debtor is now being represented by Derek A. Henderson, Esq., in Jackson, Miss. In 2013, the Debtor sought to employ David Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel. On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11 Trustee for the Debtor. Jones Walker LLP serves as counsel to the Chapter 11 trustee, while Stephen Smith, C.P.A., acts as accountant. * * * On Aug. 8, 2013, the Court approved the Disclosure Statement explaining the Debtor's Plan of Reorganization dated Jan. 29, 2013. In the first quarter of 2014, the Court entered an order holding in abeyance the (i) confirmation of the Debtor's Chapter 11 Plan; and (ii) the objection and amended objection to the confirmation of Plan pending further Court order. COUNTRY STONE: Has Until Oct. 30 to Decide on Unexpired Leases -------------------------------------------------------------- udge Thomas L. Perkins, on Jan. 9, 2015, entered an agreed order regarding Country Stone Holdings, Inc., et al.'s motion to extend the time period to assume or reject certain unexpired leases of nonresidential real property; and (ii) Quad City Bank and Trust Company and R & D Holdings LLC's motion to compel assumption or rejection of a lease. The agreed order was submitted and signed by the Debtors, Quad City Bank and Trust Company, R & D Holdings, LLC, Burnsville Leasing, Randall M. Faulks and Robert S. Faulks, Ronald Bjustrom, Hyponex Corporation, Techo-Bloc Inc. and First Midwest Bank. The stipulation provides that, among other things: -- The deadline by which the Debtors must assume or reject the leases is extended until Oct. 30, 2015; and -- Each of Hyponex and Techo-Bloc will have seven days a week, twenty-four hours a day access to the premises of the locations leased by the Debtors pursuant to the leases, designated for each of Hyponex and Techo-Bloc, without interruption or interference by any party through the extension date. The Debtors, in their motion, stated that the purchasers (Hyponex Corporation and Techo-Bloc Inc.) had requested up to nine months from the closing of the sale to remove the assets they purchased from the locations leased from the Bjustrom Lessors -- owned by the Debtors' principal shareholder, Ronald Bjustrom. And the Bjustrom Lessors have provided their written consent to the extension. The Debtors on the Petition Date, entered into an asset purchase agreement for the sale of substantially all of their assets to Quikrete Holdings, Inc. On Nov. 20, 2014, the Court approved the bidding procedures to govern the sale and scheduled the auction for Dec. 17. At the conclusion of the auction, two bidders, Hyponex Corporation and Techo-Bloc Inc., prevailed as the highest and best bidders for the Debtors' assets. The purchasers' bids reflect a substantial run up in the price for the Debtors' assets. Both purchasers submitted asset purchase agreements memorializing their bids. Those agreements contain provisions regarding the removal of certain of the Debtors' assets from locations leased by the Debtors from R&D Holdings, LLC, Friedges Holdings, Inc., Burnsville Leasing, LLC, Calhoun Lumber, Inc. and Randall M. Faulks. About Country Stone Country Stone Holdings, Inc., and its affiliates are in the business of manufacturing, processing, and packaging lawn and garden products such as mulch, soil, fertilizer, plant food, organics, concrete and decorative stone. The corporate headquarters are located in Rock Island, Illinois and Milan, Illinois. Country Stone operates 17 plants throughout the United States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin, Missouri, and California. Country Stone Holdings and its affiliates sought bankruptcy protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria, Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete Holdings, Inc., for $23 million in cash plus the assumption of liabilities, subject to higher and better offers. The bankruptcy cases are assigned to Judge Thomas L. Perkins. Country Stone listed $0 in assets and $45 million in liabilities. The Debtors have tapped Katten Muchin Rosenman LLP as counsel; Silverman Consulting to provide the services of Steven Nerger as CRO and Michael Compton as cash and restructuring manager; and Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. Nancy J. Gargula, U.S. Trustee for the Central District of Illinois, appointed five creditors to serve in the official unsecured creditors committee in the Debtors' cases. * * * The Debtors are liquidating their assets for the benefit of their pre-bankruptcy secured lender First Midwest Bank. COUNTRY STONE: Sold for $29 Million to Two Buyers ------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a bankruptcy judge in Peoria, Illinois, approved the sale of Country Stone Holdings Inc.'s asserts to Hyponex Corp. and Techo-Bloc Inc. for a combined purchase price of at least $29 million. According to the report, an auction was held on Dec. 17 at which Hyponex and Techno-Bloc made the highest bids beating the so-called stalking horse, Quikrete Holdings Inc., which offered an initial price of $20 million for almost all the assets. The report related that Hyponex will acquire the mulch, soil, and grass seed business for $10 million plus the value of inventory and a prorated portion of the breakup fee being paid to Quikrete, while for $19 million plus the value of inventory and part of the breakup fee, Techo-Bloc will get the concrete block and paver stone business. About Country Stone Country Stone Holdings, Inc., and its affiliates are in the business of manufacturing, processing, and packaging lawn and garden products such as mulch, soil, fertilizer, plant food, organics, concrete and decorative stone. The corporate headquarters are located in Rock Island, Illinois and Milan, Illinois. Country Stone operates 17 plants throughout the United States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin, Missouri, and California. Country Stone Holdings and its affiliates sought bankruptcy protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria, Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete Holdings, Inc., for $23 million in cash plus the assumption of liabilities, subject to higher and better offers. The bankruptcy cases are assigned to Judge Thomas L. Perkins. Country Stone listed $0 in assets and $45 million in liabilities. The Debtors have tapped Katten Muchin Rosenman LLP as counsel; Silverman Consulting to provide the services of Steven Nerger as CRO and Michael Compton as cash and restructuring manager; and Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. Nancy J. Gargula, U.S. Trustee for the Central District of Illinois, has appointed five creditors to serve in the official unsecured creditors committee in the Debtors' cases. CROSSFOOT ENERGY: Hires Forshey & Prostok as Attorneys ------------------------------------------------------ CrossFoot Energy, LLC and its debtor-affiliates seek authorization from the Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the Northern District of Texas to employ Forshey & Prostok, LLP as attorneys, as of the Nov. 20, 2014 petition date. The Debtors require Forshey & Prostok to: (a) advise the Debtors of their rights, powers and duties as debtors and debtors in possession continuing manage their affairs and properties; (b) advise the Debtors concerning, and assisting in the negotiation and documentation of, agreements, debt restructurings, and related transactions; (c) review the nature and validity of liens asserted against the property of the Debtors and advising the Debtors concerning the enforceability of such liens; (d) advise the Debtors concerning the actions that they might take to collect and to recover property for the benefit of the Debtors' estate; (e) prepare on behalf of the Debtors all necessary and appropriate applications, motions, pleadings, proposed orders, notices, schedules and other documents, and review all financial and other reports to be filed in this Chapter 11 case; (f) advise the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices and other papers that may be filed and served in this Chapter 11 case; (g) counsel the Debtors in connection with the formulation, negotiation and promulgation of a plan of reorganization and related documents; and (h) perform all other legal services for and on behalf of the Debtors that may be necessary or appropriate in the administration of these chapter 11 cases or in the management of the property of the Debtors' bankruptcy estates, including advising and assisting the Debtors with respect to debt restructurings, stock or asset dispositions and general corporate, securities, tax, finance, real estate and litigation matters. Forshey & Prostok will be paid at these hourly rates: Partners $575 Associates $275-$425 Paralegals $150-$195 Forshey & Prostok will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the petition date, the Debtors became obligated to Forshey & Prostok for legal services rendered and expenses advanced in the aggregate amount $29,021.50. Prior to and within 90 days of the petition date, Forshey & Prostok received a retainer in the amount of $50,000 on Nov. 18, 2014. Prior to the petition date, Forshey & Prostok drew on the retainer to cover prepetition fees and expenses. The current unused balance of the prepetition retainers paid to Forshey & Prostok is $20,978.50. Jeff P. Prostok, partner of Forshey & Prostok, 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. Forshey & Prostok can be reached at: Jeff P. Prostok, Esq. FORSHEY & PROSTOK, LLP 777 Main Street, Suite 1290 Fort Worth, TX 76102 Tel: (817) 877-4223 Fax: (817) 877-4151 E-mail: jprostok@forsheyprostok.com About CrossFoot Energy Based in Fort Worth, Texas, with a field office in Midland, Texas, CrossFoot Energy, LLC, and its affiliates operate an oil and gas company focused on the acquisition and improvement of lower-risk, long live proven reserves. CrossFoot's primary production occurs out of the Siluro-Devonian formation with significant additional shallower reserves behind-pipe in the Spraberry, Wolfcamp, Strawn, Penn Lime and Mississippian formations. CrossFoot Energy, LLC, and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft. Worth, Texas on Nov. 20, 2014. The case is assigned to Judge Russell F. Nelms. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas, serves as counsel to the Debtors. As of the Petition Date, secured creditor Prosperity Bank is owed $12.1 million. CRUMBS BAKE: Stipulation with Brand2 Squared Licensing Approved --------------------------------------------------------------- U.S. Bankruptcy Judge Michael B. Kaplan approved a stipulation among Crumbs Bake Shop Inc., et al., Brand2 Squared Licensing and the Official Committee of Unsecured Creditors. Pursuant to the stipulation, among other things: 1. The stay violation motion, the BSL cross-motion, the document requests and the protective order motion are resolved. 2. BSL will be entitled to pursue for collection on behalf of the Debtors' estates, as the estates' exclusive agent, Uncollected Royalties from the Licensees, for the second, third and fourth quarters of 2014, and, if any of the Licensees continue to market goods under the Debtors' name beyond 2014. In the event of such election to discontinue its activities, then in that event, BSL will notify the Debtors and Committee by email through their respective counsel, or their successor, as the case may be, and the Debtors or such successor will then be free to either engage a successor entity to pursue such efforts, or to engage in such efforts on their own behalf, as they may determine. 3. All uncollected royalties will, for the purposes of the stipulation and order, be deemed property of the Debtors' estates, subject to the provisions of Section 4. 4. Proceeds received by BSL from the collection of Unpaid Royalties will be remitted as: a. the first $10,000 of any Uncollected Royalties collected will be paid to the Debtors without any deduction for commissions or expenses by BSL; b. all Uncollected Royalties will be administered as follows: BSL will retain 10% of all such gross sums collected in full consideration for its efforts, including any out-of-pocket expenses that may be incurred in connection with such efforts, and the remaining 90% of such gross sums will be remitted to the Debtors. A copy of the Stipulation is available for free at: http://bankrupt.com/misc/CrumbsBake_Stay_Stipulation.pdf About Crumbs Bake Shop Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D.N.J. Lead Case No. 14- 24287) on July 11, 2014. John D. Ireland signed the petitions as chief financial officer. Crumbs Bake Shop estimated assets of $10 million to $50 million and the same range of liabilities. Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors' counsel. Prime Clerk LLC is the Debtors' claims and noticing agent. Judge Michael B. Kaplan oversees the jointly administered cases. The U.S. Trustee appointed three creditors to serve in the Official Committee of Unsecured Creditors. Sharon L. Levine, Esq., at Lowenstein Sandler LLP serves as Committee's counsel. * * * On July 7, 2014, the Board of Directors of Crumbs Bake Shop determined to cease operations effective immediately. The Board's determination was made after the Company lacked sufficient liquidity to maintain current operations. On the petition date, Crumbs entered into an Asset Purchase Agreement through which Lemonis Fischer Acquisition Company, LLC, a joint venture created by Marcus Lemonis LLC and Fischer Enterprises, L.L.C., will acquire the Crumbs' business as part of the Company's Chapter 11 filing. Lemonis Fischer Acquisition is represented by Louis Price, Esq., at McAfee & Taft PC. On Aug. 29, 2014, Crumbs Bake Shops completed the sale of its assets for a credit bid of $7,140,000 and the assumption of various liabilities. There are no cash proceeds and the credit bid resulted in the repayment of all indebtedness to Lemonis Fischer Acquisition, which held a first priority security interest in the assets of the Company. The Company's remaining assets will be liquidated and the proceeds thereof will be utilized to pay unsecured liabilities in accordance with applicable law and certain advisors' fees and expenses. The Company does not expect that there will be any proceeds available for distribution to shareholders. DEB STORES: Court Approves Hiring of Houlihan Lokey as Advisor -------------------------------------------------------------- Deb Stores Holding LLC and its debtor-affiliates sought and obtained authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Houlihan Lokey Capital, Inc. as financial advisor and investment banker for the Debtors, nunc pro tunc to the Dec. 4, 2014. The Debtors require Houlihan Lokey to: (a) assist the Company in the development and distribution of selected information, documents and other materials, including, if appropriate, advising the Company in the preparation of an offering memorandum; (b) assist the Company in evaluating indications of interest and proposals regarding any Transactions from current and potential lenders, equity investors, acquirers and strategic partners; (c) assist the Company with the negotiation of any Transactions, including participating in negotiations with creditors and other parties involved in any Transactions; (d) provide expert advice and testimony regarding financial matters related to any Transactions, if necessary; (e) attend meetings of the Company's Board of Directors, creditor groups, official constituencies and other interested parties, as the Company and Houlihan Lokey mutually agree; and (f) provide such other financial advisory and investment banking services as may be required by additional issues and developments not anticipated on the effective date. Prior to the commencement of these chapter 11 cases and under the terms of the Engagement Agreement, the Debtors paid Houlihan Lokey fees of $225,000, and for reasonable out-of-pocket expenses related thereto of $7,885. As more fully described in the Engagement Agreement, in consideration of the services provided by Houlihan Lokey, the Company has agreed to pay Houlihan Lokey during these chapter 11 cases: -- Monthly Fee: A monthly cash fee of $75,000 ("Monthly Fee"). One hundred percent of the Monthly Fees following the third Monthly Fee previously paid on a timely basis to Houlihan Lokey shall be credited against the Transaction Fees; -- Transaction Fees: In addition to the other fees provided for herein, the Company shall pay Houlihan Lokey the following transaction fees: -- Restructuring Transaction Fee. Upon the earlier to occur of (I) in the case of an out-of-court Restructuring Transaction, the closing of such Restructuring Transaction; and (II) in the case of an in-court Restructuring Transaction, the date of confirmation of a plan of reorganization under chapter 11 of the Bankruptcy Code pursuant to an order of the applicable bankruptcy court, Houlihan Lokey shall earn, and the Company shall promptly pay to Houlihan Lokey, a cash fee ("Restructuring Transaction Fee") of $1,250,000; -- Sale Transaction Fee. In addition to any other fees payable hereunder, upon the closing of a Sale Transaction, Houlihan Lokey shall earn, and the Company shall thereupon pay immediately and directly. from the gross proceeds of such Sale Transaction, as a cost of such Sale Transaction, a cash fee ("Sale Transaction Fee") of (I) $1,250,000 in a going concern sale transaction completed through a chapter 11 plan or under Section 363 and (II) $1,000,000 in a going out of business sale. Derek Pitts, managing director of Houlihan Lokey, 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. Houlihan Lokey can be reached at: Derek Pitts HOULIHAN LOKEY CAPITAL, INC. 245 Park Avenue, 20th Flr. New York, NY 10167 Tel: (212) 497-4161 About Deb Stores Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-based retailer in the juniors "fast-fashion" specialty sector that operates under the name "DEB" and offers moderately priced, fashionable, coordinated women's sportswear, dresses, coats, lingerie, accessories and shoes for junior and plus sizes. The company, founded by Philip Rounick and Emma Weiner, opened its first store under the name JOY Hosiery in Philadelphia, Pennsylvania in 1932. As of Sept. 30, 2014, the company operated a total of 295 retail store locations (primarily in the East and Midwest, especially Pennsylvania, Ohio and Michigan) as well as an e-commerce channel. On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11941) and closed the sale of the assets three months later to Ableco Finance, LLC, the agent for the first lien lenders. Deb Stores Holding LLC and eight affiliated companies commenced Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014. The Debtors are seeking to have their cases jointly administered, with pleadings maintained on the case docket for Deb Stores Holding (Case No. 14-12676). The cases are assigned to Judge Mary F. Walrath. Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. As of Dec. 31, 2014, the Debtors' most recent audited consolidated financial statements reflected assets totaling $90.5 million and liabilities totaling $120.1 million. DEB STORES: Court Okays Hiring of Cole Schotz as Corporate Counsel ------------------------------------------------------------------ Deb Stores Holding LLC and its debtor-affiliates sought and obtained permission from the U.S. Bankruptcy Court for the District of Delaware to employ Cole, Schotz, Meisel, Forman & Leonard, P.A. as corporate counsel to the Board of Managers of Debtor Deb Store Holding LLC, nunc pro tunc to the Dec. 4, 2014 petition date. Deb Stores Holding LLC anticipates that Cole Schotz will provide legal services and advice to the Board of Managers with respect to: (i) decisions relating to the Cases or restructuring of the Company; (ii) Board of Manager meetings; (iii) correspondence and other inquiries regarding the role of the Board of Managers; and (iv) other matters delineated by the Board of Managers. The scope of Cole Schotz's retention is limited to advising the Board of Managers of the Debtor Deb Stores Holding LLC only with regard to general corporate and fiduciary matters and will not duplicate the efforts of Pachulski, Stang, Ziehl & Jones LLP, the Debtors' bankruptcy counsel. The Debtors will monitor the work performed by all of their professionals to ensure that they are utilized in anon-duplicative and cost-efficient manner. Cole Schotz will be paid at these hourly rates: Michael D. Sirota, member $825 David M. Bass $665 Therese A. Scheuer, associate $360 Pauline Ratkowiak, paralegal $250 Members and Special Counsel $385-$825 Associates $195-$425 Paralegals $175-$255 Litigation Support Specialists $250-$350 Cole Schotz will also be reimbursed for reasonable out-of-pocket expenses incurred. Cole Schotz received approximately $25,000 in retainer payments from the Debtors within one year prior to the Petition Date on account of services rendered to the Board of Managers. Cole Schotz continues to hold a retainer in the amount of $17,100.50. Michael D. SiNota, member of Cole Schotz, 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. Pursuant to the Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under United States Code by Attorneys in Larger Chapter 11 Cases (the "2013 UST Guidelines"), the Firm makes certain disclosures herein. -- Cole Schotz did not agree to a variation of its standard or customary billing arrangements for this engagement; -- None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of these Chapter 11 Cases; -- Cole Schotz was retained by the Debtors pursuant to an engagement agreement dated as of Nov. 20, 2014. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application. Effective Sept. 1, 2014, Cole Schotz's rates increased, as the Firm's hourly rates are subject to periodic adjustments to reflect economic and other conditions; and -- The Debtors have approved a professional fee budget covering Cole Schotz's engagement for the period from the Petition Date through Feb. 28, 2015 (the "Budget"). In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect, among other things, changed or unanticipated developments. The Board of Managers and Cole Schotz have discussed the staffing of these Chapter 11 Cases for Cole Schotz's engagement. Cole Schotz can be reached at: Michael D. SiNota COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. Court Plaza North 25 Main Street Hackensack, NJ 07601 Tel: (201) 525-6262 Cel: (201) 637-4890 Fax: (201) 678-6262 E-mail: msirota@coleschotz.com About Deb Stores Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-based retailer in the juniors "fast-fashion" specialty sector that operates under the name "DEB" and offers moderately priced, fashionable, coordinated women's sportswear, dresses, coats, lingerie, accessories and shoes for junior and plus sizes. The company, founded by Philip Rounick and Emma Weiner, opened its first store under the name JOY Hosiery in Philadelphia, Pennsylvania in 1932. As of Sept. 30, 2014, the company operated a total of 295 retail store locations (primarily in the East and Midwest, especially Pennsylvania, Ohio and Michigan) as well as an e-commerce channel. On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11941) and closed the sale of the assets three months later to Ableco Finance, LLC, the agent for the first lien lenders. Deb Stores Holding LLC and eight affiliated companies commenced Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014. The Debtors are seeking to have their cases jointly administered, with pleadings maintained on the case docket for Deb Stores Holding (Case No. 14-12676). The cases are assigned to Judge Mary F. Walrath. Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. As of Dec. 31, 2014, the Debtors' most recent audited consolidated financial statements reflected assets totaling $90.5 million and liabilities totaling $120.1 million. DENDREON CORP: Case Reassigned to Judge Silverstein --------------------------------------------------- Chief Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware issued an order on Jan. 7, 2015, reassigning the Chapter 11 case of Dendreon Corp. to Judge Laurie Selber Silverstein and terminating Judge Peter J. Walsh's involvement in the case. About Dendreon Corporation With corporate headquarters in Seattle, Washington, Dendreon Corporation -- http://www.dendreon.com/-- a biotechnology company focused on the development of novel cellular immunotherapies to significantly improve treatment options for cancer patients. Dendreon's first product, PROVENGE (sipuleucel-T), was approved by the U.S. Food and Drug Administration (FDA) and became commercially available for the treatment of men with asymptomatic or minimally symptomatic castrate-resistant (hormone-refractory) prostate cancer in April 2010. Dendreon is traded on the NASDAQ Global Market under the symbol DNDN. Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors have requested that their cases be jointly administered under Case No. 14-12515. Judge Peter J. Walsh presides over the cases. The petitions were signed by Gregory R. Cox, interim chief financial officer and treasurer. Dendreon sought bankruptcy protection after it reached agreements on the terms of a financial restructuring with certain holders of the Company's 2.875% Convertible Senior Notes due 2016 representing 84% of the $620 million aggregate principal amount of the 2016 Notes. The financial restructuring may take the form of a stand-alone recapitalization or a sale of the Company or its assets. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Lazard Freres & Co. LLC, as investment banker; AlixPartners, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. The Debtors disclosed $365 million in total assets and $664 million in total liabilities as of June 30, 2014. The U.S. Trustee for Region 3 has appointed five members to the Official Committee of Unsecured Creditors. DENDREON CORP: Reports Product Revenue of $304MM in Q4 of 2014 -------------------------------------------------------------- Dendreon Corporation on Jan. 14 disclosed it grew sales in four quarters successively, exceeded its revenue target for the first time ever, and achieved cash-flow break even in the fourth quarter (adjusted for non-recurring items), starting 2015 on a strong footing. In addition, the first commercial European patient initiated treatment with PROVENGE(R) (sipuleucel-T) in Germany -- the first country outside of the U.S. to offer the novel immunotherapy for advanced prostate cancer since receiving marketing authorization in the European Union (EU) in 2013. "The availability of PROVENGE in Europe gives physicians a brand-new way to fight this difficult-to-treat disease and may extend the lives of patients, who currently have limited effective therapies available." Dendreon finished 2014 strong with a net product revenue for the year ended December 31, 2014 of $303.8 million compared to $283.7 million for the year ended December 31, 2013. Net product revenue for the fourth quarter ended December 31, 2014 was $79.8 million compared to $74.8 million for the fourth quarter ended December 31, 2013. As of December 31, 2014, Dendreon had approximately $122 million in cash, cash equivalents, and short-term and long-term investments. "Achieving these three major milestones -- delivering four consecutive quarters of year over year growth, exceeding our target revenue and commercializing PROVENGE in Europe -- starts 2015 on a positive note," said W. Thomas Amick, president and chief executive officer of Dendreon. "Dendreon is moving in the right direction, and we are delivering on our commitment to expand access to PROVENGE for advanced prostate cancer patients worldwide." In early January, the first commercial patient in Germany began treatment with PROVENGE for advanced prostate cancer, demonstrating Dendreon's continued commitment to bring the first personalized immunotherapy to patients in new markets. To help meet the need for innovative therapies for advanced prostate cancer in the EU, PROVENGE, which stimulates a patient's own immune system to fight cancer, is being made available through a growing network of regional cancer treatment centers where select physicians are being trained in the treatment process. Initially, PROVENGE is available at four centers in Germany. Adding to the product's broadening access, Dendreon has also registered PROVENGE in Puerto Rico, making it available for distribution. "It is a privilege to be the first institution in the EU using a pioneering therapy like PROVENGE to treat advanced prostate cancer," said Axel Heidenreich, MD, Uniklinik RWTH Aachen, Klinik for Urologie, Aachen, Germany. "The availability of PROVENGE in Europe gives physicians a brand-new way to fight this difficult-to-treat disease and may extend the lives of patients, who currently have limited effective therapies available." In 2012, approximately 417,000 men were diagnosed with prostate cancer in Europe, and more than 92,000 men died from the disease. PROVENGE is approved in the EU for the treatment of asymptomatic or minimally symptomatic metastatic (non-visceral) castrate-resistant prostate cancer in male adults in whom chemotherapy is not yet clinically indicated. Dendreon received marketing authorization for PROVENGE from the European Commission in September 2013, which provides approval for the commercialization of PROVENGE in all 28 countries of the EU as well as Norway, Iceland and Liechtenstein. The product is also approved by the Food and Drug Administration in the United States. On November 10, 2014, Dendreon announced that it reached agreements on the terms of a financial restructuring with the Senior Noteholders of the Company's 2.875% Convertible Senior Notes due 2016, representing approximately 84% of the $620 million aggregate principal amount of the 2016 Notes. Under the terms of the agreements, the financial restructuring may take the form of a stand-alone recapitalization or a sale of the Company or its assets. To implement the financial restructuring contemplated under the agreements with the relevant Senior Noteholders, Dendreon and its U.S. subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The transactions under the agreements will enable continued delivery of PROVENGE without disruption or impact to access for providers and appropriate patients in need of this revolutionary personalized immunotherapy treatment. About Dendreon Corporation With corporate headquarters in Seattle, Washington, Dendreon Corporation -- http://www.dendreon.com/-- a biotechnology company focused on the development of novel cellular immunotherapies to significantly improve treatment options for cancer patients. Dendreon's first product, PROVENGE (sipuleucel-T), was approved by the U.S. Food and Drug Administration (FDA) and became commercially available for the treatment of men with asymptomatic or minimally symptomatic castrate-resistant (hormone-refractory) prostate cancer in April 2010. Dendreon is traded on the NASDAQ Global Market under the symbol DNDN. Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors requested that their cases be jointly administered under Case No. 14-12515. Judge Peter J. Walsh presides over the cases. The Debtors disclosed $365 million in assets and $664 million in liabilities as of June 30, 2014. Dendreon sought bankruptcy protection after it reached agreements on the terms of a financial restructuring with certain holders of the Company's 2.875% Convertible Senior Notes due 2016 representing 84% of the $620 million aggregate principal amount of the 2016 Notes. The financial restructuring may take the form of a stand-alone recapitalization or a sale of the Company or its assets. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Lazard Freres & Co. LLC, as investment banker; AlixPartners, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 3 appointed five members to the Official Committee of Unsecured Creditors. DOMARK INTERNATIONAL: Delays Form 10-Q for Nov. 30 Quarter ---------------------------------------------------------- DoMark International, Inc., informed the U.S. Securities and Exchange Commission that it could not complete the filing of its quarterly report on Form 10-Q for the period ended Nov. 30, 2014, due to a delay in obtaining and compiling information required to be included in the Company's Form 10-Q, which delay could not be eliminated by the Company without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company said it will file its Form 10-Q no later than the fifth calendar day following the prescribed due date. About Domark International Based in Lake Mary, Florida, DoMark International, Inc., was incorporated under the laws of the State of Nevada on March 30, 2006. The Company was formed to engage in the acquisition and refinishing of aged furniture using exotic materials and then reselling it through interior decorators, high-end consignment shops and online sales. The Company abandoned its original business of exotic furniture sales in May of 2008 and pursued the acquisition of entities to best bring value to the company and its shareholders. The Company's balance sheet at Aug. 31, 2014, showed $1.45 million in total assets, $2.6 million in total liabilities, and a stockholders' deficit of $1.15 million. The Company said in its quarterly report for the period ended Aug. 31, 2014, that it has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders which factors raise substantial doubt about its ability to continue as a going concern. DUNE ENERGY: Eos Tender Offer Extended Until Jan. 23 ---------------------------------------------------- In connection with the Agreement and Plan of Merger, dated Sept. 17, 2014, between Dune Energy, Inc., Eos Petro, Inc., and Eos Merger Sub, Inc., the parties have agreed to extend the expiration of the tender offer to acquire all of the outstanding shares of common stock of Dune to Friday, Jan. 23, 2015, at 12:00 Midnight, New York City time, to allow the parties additional time to negotiate revised terms to the Merger Agreement. The tender offer was previously scheduled to expire on Jan. 15, 2015, at 12:00 Midnight, New York City time. The depositary for the tender offer has advised that, as of the close of business on Jan. 15, 2015, a total of approximately 71,926,542 shares or 98.52473% of outstanding shares had been validly tendered and not properly withdrawn pursuant to the tender offer, which is sufficient to satisfy the minimum tender condition contemplated by the Merger Agreement. Eos has informed Dune that, due to the recent severe decline in oil prices, Eos cannot proceed to complete the merger and tender described in the Merger Agreement, at least not on the terms originally negotiated. Because of the severe decline in oil prices, Eos' sources of capital for the merger and tender offer were withdrawn. Dune 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 price for the shares of Dune common stock tendered for purchase in the tender offer. 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 those revised terms are made publicly available, in order to give Dune's investors adequate time to consider the revised terms. However, there is no assurance that the parties will be able to agree on revised terms. A copy of the Fourth Amendment to the Agreement and Plan of Merger is available for free at http://is.gd/Gd2HwP 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 $47 million in 2013, a net loss of $7.85 million in 2012 and a net loss of $60.4 million in 2011. As of June 30, 2014, the Company had $231 million in total assets, $143 million in total liabilities and $88.4 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. DUPONT PERFORMANCE: Bank Debt Trades at 3% Off ---------------------------------------------- Participations in a syndicated loan under which DuPont Performance Coatings is a borrower traded in the secondary market at 97.20 cents-on-the-dollar during the week ended Friday, January 16, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.50 percentage points from the previous week, The Journal relates. DuPont Performance Coatings pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on February 1, 2020, and carries Moody's B1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 212 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. EMMAUS LIFE: Director Duane Kurisu Resigns ------------------------------------------ Emmaus Life Sciences, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that it received a notice from Mr. Duane Kurisu of his resignation from the Board of Directors of the Company. Mr. Kurisu's resignation was not due to any disagreement with the Company and, in accordance with the Company's By-laws, was effective on Jan. 9, 2015. Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. This biopharmaceutical company's headquarters is in Torrance, California. The Company's balance sheet at Sept. 30, 2014, showed $3.66 million in total assets, $23.6 million in total liabilities and total stockholders' deficit of $20.0 million. Emmaus Life reported a net loss of $14.06 million in 2013 following a net loss of $14.14 million in 2012. KPMG LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations, has significant amounts of debt due within a year, and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. EMPIRE RESORTS: Largest Stockholder Exercises Subscription Rights ------------------------------------------------------------------ Empire Resorts, Inc., announced that Kien Huat Realty III Limited, its largest stockholder, exercised the basic subscription rights it was granted in the Company's ongoing rights offering on Thursday, Jan. 15, 2015, at $7.10 per share. Such exercise generated $30.7 million of gross proceeds to the Company. In accordance with a standby purchase agreement executed by the Company and Kien Huat in relation to the rights offering, Kien Huat has further agreed it would exercise all rights not otherwise exercised by the other holders in the rights offering in an aggregate amount not to exceed $50 million. The Company will pay Kien Huat a commitment fee of $250,000 pursuant to the standby purchase agreement. In addition, the Company will reimburse Kien Huat for its expenses related to the standby purchase agreement in an amount not to exceed $40,000. The consummation of the transactions contemplated by the standby purchase agreement is subject to customary closing conditions. The Company distributed to its common stock holders and Series B Preferred Stock holders one non-transferable right to purchase one share of common stock at a subscription price of $7.10 per share for each 5.6 shares of common stock owned, or into which their Series B Preferred Stock was convertible, on Jan. 2, 2015, the record date for the offering. In addition to being able to purchase their pro rata portion of the shares offered based on their ownership as of Jan. 2, 2015, stockholders may oversubscribe for additional shares of common stock. Holders of rights may exercise their subscription rights to purchase additional shares of our common stock at the subscription price per share until prior to 5:00 p.m., New York City time, on Feb. 2, 2015, subject to extension and earlier termination. Subscription rights not exercised by such time and date will expire and have no value. In a regulatory filing with the U.S. Securities and Exchange Commission, Kien Huat Realty III Limited and Lim Kok Thay disclosed that as of Jan. 15, 2015, they beneficially owned 28,523,870 shares of common stock of Empire Resorts representing 65.1 percent of the shares outstanding. A copy of the Schedule 13D/A is available for free at http://is.gd/xuxAYR About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $27.05 million in 2013 following a net loss applicable to common shares of $2.26 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $42.4 million in total assets, $56.7 million in total liabilities and a $14.3 million total stockholders' deficit. ERF WIRELESS: IBF Funds No Longer Owns Shares as of Jan. 16 ----------------------------------------------------------- IBC Funds LLC reported that as of Jan. 16, 2015, it ceased to be the beneficial owner of shares of common stock of ERF Wireless, Inc. IBC Funds previously reported beneficial ownership of 99,172 common shares of ERF Wireless representing 9.9 percent of the shares outstanding at April 25, 2014. A copy of the regulatory filing is available for free at http://is.gd/bGepiH 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 of $4.81 million in 2012, and a net loss of $3.37 million in 2011. As of Sept. 30, 2014, the Company had $3.59 million in total assets, $10.4 million in liabilities, and a $6.84 million shareholders' deficit. ERF WIRELESS: Issues 31.5 Million Common Shares ----------------------------------------------- ERF Wireless, Inc., issued 31,580,457 common stock shares pursuant to existing Convertible Promissory Notes from January 10 through Jan. 16, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company receives no additional compensation at the time of the conversions beyond that previously received at the time the Convertible Promissory Notes were originally issued. The shares were issued at an average of $0.000655 per share. The issuance of the shares constitutes 36.94% of the Company's issued and outstanding shares based on 85,488,819 shares issued and outstanding as of Jan. 9, 2015. 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 of $4.81 million in 2012, and a net loss of $3.37 million in 2011. As of Sept. 30, 2014, the Company had $3.59 million in total assets, $10.4 million in liabilities, and a $6.84 million shareholders' deficit. ERF WIRELESS: Tonaquint Has 9.9% Stake as of Jan. 15 ---------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Tonaquint, Inc., and its affiliates reported beneficial ownership of 2,498,923 shares of common stock of ERF Wireless, Inc., representing 9.9 percent of the shares outstanding as of Jan. 15, 2015. A copy of the regulatory filing is available for free at http://is.gd/KqEcGY 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 of $4.81 million in 2012, and a net loss of $3.37 million in 2011. As of Sept. 30, 2014, the Company had $3.59 million in total assets, $10.4 million in liabilities, and a $6.84 million shareholders' deficit. ESP RESOURCES: Incurs $666,000 Net Loss in June 30 Quarter ---------------------------------------------------------- ESP Resources, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $666,000 on $2.62 million of net sales for the three months ended June 30, 2014, compared to a net loss of $2.04 million on $2.06 million of net sales for the same period in 2013. For the six months ended June 30, 2014, the Company reported a net loss of $1.42 million on $5.78 million of net sales compared to a net loss of $3.33 million on $5.52 million of net sales for the same period a year ago. As of June 30, 2014, the Company had $4.79 million in total assets, $10.05 million in total liabilities and a $5.26 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/YkXYl7 About ESP Resources The Woodlands, Texas-based ESP Resources, Inc., through its subsidiaries, manufactures, blends, distributes and markets specialty chemicals and analytical services to the oil and gas industry and also provides services for the upstream, midstream and downstream sectors of the energy industry, including new construction, major modifications to operational support for onshore and offshore production, gathering, refining facilities and pipelines designed to optimize performance and increase operators' return on investment. ESP Resources reported a net loss of $5.23 million on $10.6 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $5.08 million on $16.98 million of net sales in 2012. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred net losses through Dec. 31, 2013, and has a working capital deficit as of Dec. 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. EXIDE TECHNOLOGIES: DIP Amended to Extend Plan Milestones --------------------------------------------------------- BankruptcyData, citing a Form 8-K filing with the U.S. Securities and Exchange Commission, reported that Exide Technologies entered into an amendment to its previously amended and restated superpriority Debtor-in-Possession Credit Agreement, dated as of July 12, 2013, with its lenders and agent, JPMorgan Chase Bank, to extend certain milestones relating to the Company's restructuring efforts. Specifically, the Amendment extends the milestones for the (i) approval of Exide's disclosure statement from January 15, 2015 until February 9, 2015 and (ii) confirmation of Exide's plan of reorganization from March 10, 2015 until March 25, 2015, the BData report said, citing the regulatory filing. 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. * * * In November 2014, the Bankruptcy Court terminated Exide Technologies' exclusive period to propose a Chapter 11 plan. The Court ordered that any party-in-interest, including the Official Committee of Unsecured creditors may file and solicit acceptance of a Chapter 11 Plan. Exide already has a plan of reorganization in place. Under that Plan, (a) Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264 million of New First Lien High Yield Notes; (iii) $284 million of New Second Lien Convertible Notes. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million; (b) The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis; and (c) New Exide Common Stock would be allocated as follows: 15.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. Exide has entered into an amended and restated plan support agreement with holders of a majority of the principal amount of its senior secured notes. A full-text copy of the Disclosure Statement dated Nov. 17, 2014, is available at http://bankrupt.com/misc/EXIDEds1117.pdf In December 2014, Judge Kevin Carey denied the request of Exide shareholders for appointment of an official equity holders' committee. The shareholders have objected to the Plan. EXIDE TECHNOLOGIES: DIP Lenders Push Back Plan-Related Milestones ----------------------------------------------------------------- Exide Technologies entered into an amendment dated as of January 14, 2015, to the Amended and Restated Superpriority Debtor-in-Possession Credit Agreement, dated as of July 12, 2013, by and among the Company, as US Borrower, Exide Global Holding Netherlands C.V., as Foreign Borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Agent. The Amendment extends certain milestones relating to the Company’s restructuring efforts. Specifically, the Amendment extends the milestones for the (i) approval of Exide’s disclosure statement from January 15, 2015 until February 9, 2015 and (ii) confirmation of Exide’s plan of reorganization from March 10, 2015 until March 25, 2015. A copy of Amendment No. 10 to the Amended and Restated Superpriority Debtor-in-Possession Credit Agreement is available at http://is.gd/1oeEHY 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. * * * In November 2014, the Bankruptcy Court terminated Exide Technologies' exclusive period to propose a Chapter 11 plan. The Court ordered that any party-in-interest, including the Official Committee of Unsecured creditors may file and solicit acceptance of a Chapter 11 Plan. Exide already has a plan of reorganization in place. Under that Plan, (a) Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264 million of New First Lien High Yield Notes; (iii) $284 million of New Second Lien Convertible Notes. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million; (b) The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis; and (c) New Exide Common Stock would be allocated as follows: 15.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. Exide has entered into an amended and restated plan support agreement with holders of a majority of the principal amount of its senior secured notes. A full-text copy of the Disclosure Statement dated Nov. 17, 2014, is available at http://bankrupt.com/misc/EXIDEds1117.pdf In December 2014, Judge Kevin Carey denied the request of Exide shareholders for appointment of an official equity holders' committee. The shareholders have objected to the Plan. FALCON STEEL: Files Plan to Exit Bankruptcy Protection ------------------------------------------------------ Katy Stech, writing for Daily Bankruptcy Review, reported that Texas-based Falcon Steel Co., which makes steel lattice towers for power lines, filed a plan to emerge from bankruptcy protection, saying it has secured new orders and reached a deal to refinance a $17.5 million bank loan. According to the report, in its bankruptcy-exit plan, officials at the 243-worker company gave revenue projections through 2019 tied to new orders for building transmission towers for the utility industry. About Falcon Steel Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on June 29, 2014. Falcon Steel claims to be the only American-owned company that builds steel lattice towers for high electrical transmission lines. Falcon Steel was formed in 1963 and has operated continuously since that time as a manufacturer engaged in fabricating and galvanizing structural steel for customers in the United States. New Falcon, a subsidiary, suspended operations in June 2013 and is being held for sale. Falcon has three manufacturing plants in the DFW area in Texas, with one facility in Haltom City, another in Euless, and the third facility in Kaufman, Texas. The company's corporate headquarters is located at its Haltom City plant. It currently employs approximately 255 employees. Bankruptcy Judge D. Michael Lynn, in an amended order, directed the joint administration of the case of Falcon Steel Company and New Falcon Steel, LLC (Lead Case No. 14-42585). Falcon Steel estimated assets and debt of $10 million to $50 million. The Debtors have tapped Forshey & Prostok, LLP, as general counsel and Decker, Jones, McMackin, McClane, Hall & Bates, P.C. as special corporate counsel. Ryan LLC acts as property tax consultant. The Debtors also tapped Western Operations LLC as financial consultant, and Rylander, Clay & Opitz, LLP, as accountants. The U.S. Trustee has appointed a five-member panel to serve as the official unsecured creditors committee in the Debtors' cases. The Committee has tapped McCathern, PLLC, as counsel. FINJAN HOLDINGS: Amends Employment Agreement with Pres. and CEO --------------------------------------------------------------- Finjan Holdings, Inc., entered into an amended employment agreement with Philip Hartstein, the Company's president and chief executive officer, effective Jan. 1, 2015. According to a regulatory filing with the U.S. Securities and Exchange Commission, the Agreement provides that Mr. Hartstein will continue as the Company's president and chief executive officer at a base salary of $350,000, subject to adjustment. During the term of the Agreement, Mr. Hartstein will also be eligible to receive an annual bonus in the amount of $200,000, subject to adjustment on an annual basis, based upon his individual performance and the overall progress of the Company. Mr. Hartstein will also be eligible to participate in the Company's 2014 Incentive Compensation Plan and benefit plans maintained by the Company. Pursuant to the Agreement, the Board of Directors awarded Mr. Hartstein 200,000 shares of restricted stock units on Jan. 14, 2015. The RSUs are scheduled to vest over a four-year period, with one-quarter vesting on Jan. 1, 2016, and the remainder vesting ratably on a quarterly basis for the following three years so that, subject to employee's continued employment, the RSUs granted shall be fully vested on Jan. 1, 2019. The RSUs were awarded pursuant to the 2014 Plan and an award agreement thereunder. The Agreement also provides that in the event the daily trading average price of the Company's shares of common stock has been at least $12.50 for a period of 20 full consecutive trading days during the term of the Agreement, the Company will recommend to the Compensation Committee and the Board of Directors a grant of an additional 100,000 RSUs. Subject to employee's employment at the time of grant, this grant of RSUs would be fully vested immediately upon grant. The RSUs would be awarded (if at all) pursuant to the 2014 Plan, as amended, or any successor plan that may then be in effect and an award agreement thereunder. Mr. Hartstein's employment may be terminated at any time and for any reason upon at least 90 days advance written notice of that termination. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $6.07 million in 2013 following net income of $51.0 million in 2012. The Company reported a net loss of $2 million on $175,000 of revenues for the three months ended March 31, 2014. The Company's balance sheet at Sept. 30, 2014, showed $26.1 million in total assets, $2.70 million in total liabilities and $23.4 million in total stockholders' equity. FIRST DATA: Bank Debt Trades at 2% Off -------------------------------------- Participations in a syndicated loan under which First Data Corp. is a borrower traded in the secondary market at 97.88 cents-on-the-dollar during the week ended Friday, January 16, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase 0.47 of percentage points from the previous week, The Journal relates. First Data pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on March 15, 2018, and carries Moody's B1 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 264 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. FIRST NATIONAL BANK: First NBC Bank Assumes All of Bank's Deposits ------------------------------------------------------------------ First National Bank of Crestview, Crestview, Florida, was closed by the Office of the Comptroller of the Currency, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with First NBC Bank, New Orleans, Louisiana, to assume all of the deposits of First National Bank of Crestview. The three former branches of First National Bank of Crestview will reopen as branches of First NBC Bank on Tuesday, the first business day of the week given the Martin Luther King, Jr., holiday. Depositors of First National Bank of Crestview will automatically become depositors of First NBC Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of First National Bank of Crestview should continue to use their current branch until they receive notice from First NBC Bank that systems conversions have been completed to allow full-service banking at all branches of First NBC Bank. Depositors of First National Bank of Crestview can continue to access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of September 30, 2014, First National Bank of Crestview had approximately $79.7 million in total assets and $78.6 million in total deposits. In addition to assuming all of the deposits of First National Bank of Crestview, First NBC Bank agreed to purchase approximately $62.0 million of the failed bank's assets. The FDIC will retain the remaining assets for later disposition. FL 6801: Z Capital Completes Purchase of Lehman-Owned Condo ----------------------------------------------------------- Daily Bankruptcy Review reported that Z Capital Partners completed the purchase of the Canyon Ranch Hotel & Spa in Miami Beach, which a Lehman Brothers affiliate put into bankruptcy protection earlier this year. According to the report, a bankruptcy judge had earlier approved the $21.6 million sale to the private-equity fund manager, a deal that a disgruntled group of Canyon Ranch condo owners who wanted to buy the property had fought in court. About FL 6801 Spirits FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers Holdings Inc. and three of its wholly owned subsidiaries filed voluntary Chapter 11 petitions, seeking bankruptcy protection for their condominium hotel property in Miami Beach. The affiliates are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL 6801 Collins South LLC. FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full- service, ocean front condominium hotel located at the site of the old Carillon Hotel in Miami Beach, Florida. The current operator of the hotel, Canyon Ranch Living, is not a debtor, and operations at the property are expected to continue without interruption. FL Spirits and the three affiliates companies have sought joint administration, with pleadings to be maintained at FL 6801's case docket (Bankr. S.D.N.Y. Lead Case No. 14-11691). FL Spirits has tapped Togut, Segal & Segal LLP as general bankruptcy counsel, Shutts & Bowen LLP as special real estate counsel, CBRE, Inc., as real estate broker, and Prime Clerk as claims and notice agent. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. 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. Lehman's Chapter 11 plan became effective on March 6, 2012. FORTESCUE METALS: Bank Debt Trades at 10% Off --------------------------------------------- Participations in a syndicated loan under which Fortescue Metals Group Ltd is a borrower traded in the secondary market at 90.30 cents-on-the-dollar during the week ended Friday, January 16, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents increase of 0.52 percentage points from the previous week, The Journal relates. Fortescue Metals pays 325 basis points above LIBOR to borrow under the facility. The bank loan matures on June 13, 2019, and carries Moody's Baa3 rating and Standard & Poor's BBB rating. The loan is one of the biggest gainers and losers among 212 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. FOUR OAKS: To Issue 1.9 Million Shares Under Stock Plan ------------------------------------------------------- Four Oaks Fincorp, Inc., filed a Form S-8 registration statement with the U.S. Securities and Exchange Commission relating to the offering of 1,920,000 shares of its common under under its 2015 restricted stock plan. The proposed maximum aggregate offering price is $2.89 million. A full-text copy of the Form S-8 is available for free at http://is.gd/o5Z0qq About Four Oaks Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is the bank holding company for Four Oaks Bank & Trust Company. The Company has no significant assets other than cash, the capital stock of the bank and its membership interest in Four Oaks Mortgage Services, L.L.C., as well as $1.24 million in securities available for sale as of Dec. 31, 2011. Four Oaks reported a net loss of $350,000 in 2013, a net loss of $6.96 million in 2012 and a net loss of $9.09 million in 2011. As of Sept. 30, 2014, the Company had $838 million in total assets, $798 million in total liabilities and $40.1 million in total shareholders' equity. Written Agreement "In late May 2011, the Company and the Bank entered into a formal written agreement (the "Written Agreement") with the Federal Reserve Bank of Richmond (the "FRB") and the North Carolina Office of the Commissioner of Banks (the "NCCOB"). Under the terms of the Written Agreement, the Bank developed and submitted for approval, within the time periods specified, plans to: * revise lending and credit administration policies and procedures at the Bank and provide relevant training; * enhance the Bank's real estate appraisal policies and procedures; * enhance the Bank's loan grading and independent loan review programs; * improve the Bank's position with respect to loans, relationships, or other assets in excess of $750,000, which are now or in the future become past due more than 90 days, are on the Bank's problem loan list, or adversely classified in any report of examination of the Bank; and * review and revise the Bank's policy regarding the Bank's allowance for loan and lease losses and maintain a program for the maintenance of an adequate allowance. A material failure to comply with the terms of the Written Agreement could subject the Company to additional regulatory actions and further restrictions on its business. These regulatory actions and resulting restrictions on the Company's business may have a material adverse effect on its future results of operations and financial condition," the Company said in its quarterly report for the period ended March 31, 2014. FREESEAS INC: Gets Extension to Comply with NASDAQ Rule ------------------------------------------------------- FreeSeas Inc. declared that it received a letter from NASDAQ notifying the Company that it has been provided an additional 180 calendar day period, or until July 13, 2015, to regain compliance with the minimum $1 bid price per share requirement. The Company's eligibility for the additional period was based on meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the NASDAQ Capital Market with the exception of the bid price requirement, and the Company's written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If at any time during this additional time period the closing bid price of the Company's common stock is at least $1 per share for a minimum of 10 consecutive business days, NASDAQ will provide written confirmation of compliance and this matter will be closed. If compliance cannot be demonstrated by July 13, 2015, NASDAQ will provide written notification that the Company's common stock will be delisted. At that time, the Company may appeal NASDAQ's determination to a Hearings Panel. If the Company appeals, it will be asked to provide a plan to regain compliance to the Panel. 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 $48.7 million in 2013, a net loss of $30.88 million in 2012 and a net loss of $88.2 million in 2011. The Company's balance sheet at March 31, 2014, showed $79.8 million in total assets, $77.4 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. FXCM INC: To Get $300 Million Rescue Package From Jefferies ----------------------------------------------------------- Telis Demos and Christina Rexrod, writing for Daily Bankruptcy Review, reported that FXCM Inc. will receive a $300 million rescue package from Jefferies Group LLC that will allow it to meet its regulatory capital requirements and continue operations. According to the report, FXCM and other currency brokers were hit hard after the Swiss National Bank decided to remove the cap on its currency. GASFRAC ENERGY: Chapter 15 Case Summary --------------------------------------- Chapter 15 Petitioner: Ernst & Young Inc. 1000, 400-2nd Avenue SW Calgary, AB T2P 5E9 Chapter 15 Debtors: Name Case No. ---- -------- GASFRAC Energy Services Inc. 15-50161 1900, 520-3rd Avenue SW Calgary AB T2P 0R3 GASFRAC Services GP, Inc. 15-50162 GASFRAC US Holdings, Inc. 15-50163 GASFRAC Energy Services 15-50164 Limited Partnership GASFRAC Inc. 15-50166 GASFRAC Energy Services (US) Inc. 15-50167 Type of Business: The Debtors have pioneered the utilization of the liquid petroleum gas fracturing process. Chapter 15 Petition Date: January 15, 2015 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Craig A. Gargotta Chapter 15 Debtors' Steve A. Peirce Counsel: FULBRIGHT & JAWORSKI, LLP 300 Convent, Suite 2200 San Antonio, TX 78205-0001 Tel: 210-270-7179 Fax: 210-270-7205 Email: steve.peirce@nortonrosefulbright.com Chapter 15 Timothy S. Springer, Esq. Petitioner's FULBRIGHT & JAWORKSKI LLP Counsel: 2200 Ross Avenue, Suite 2800 Dallas, TX 75201 Tel: 214-855-8000 Fax: 214-855-8200 Email: tim.springer@nortonrosefulbright.com - and - Steve A. Peirce, Esq. FULBRIGHT & JAWORSKI, LLP 300 Convent, Suite 2200 San Antonio, TX 78205-0001 Tel: 210-270-7179 Fax: 210-270-7205 Email: steve.peirce@nortonrosefulbright.com - and - Louis R. Strubeck, Esq. FULBRIGHT & JAWORSKI LLP 2200 Ross Avenue, Suite 2800 Dallas, TX 75201 Tel: (214) 855-800 Fax: (214) 855-8200 Estimated Assets: $100 million to $500 million Estimated Liabilities: $50 million to $100 million GENERAL STEEL: Receives Notice of Non-Compliance from NYSE ---------------------------------------------------------- The New York Stock Exchange notified General Steel Holdings, Inc., by a letter dated as of Jan. 9, 2015, that General Steel is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE's Listed Company Manual. The Company is below NYSE minimum requirements for average market capitalization over a 30 trading-day period of greater than $50 million and reported stockholders' equity of greater than $50 million. In accordance with NYSE procedures, the Company has 45 days from the date of receipt of the NYSE's notice to submit a business plan to the NYSE demonstrating its ability to achieve compliance with the continued listing standards of Section 802.01B within 18 months of the date of receipt of the NYSE's Notice. The Company intends to provide the NYSE with the required response to the NYSE's notice within 10 business days of its receipt, and submit a business plan subsequently, stating its intent to cure this deficiency. In the event the NYSE approves the Company's plan, the Company's common stock will continue to be listed and traded on the NYSE during this 18-month cure period, subject to NYSE's discretion, under the symbol "GSI", but will continue to be assigned a ".BC" indicator. The Company's business operations and United States Securities and Exchange Commission reporting requirements are not affected by the receipt of the NYSE's notice. The Company intends to actively monitor the closing price of its common stock during the cure period and will evaluate available options to resolve this deficiency and regain compliance with the applicable NYSE regulations. 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. General Steel -- http://www.gshi-steel.com/-- 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. The Company reported a net loss of $42.6 million in 2013, a net loss of $232 million in 2012, a net loss of $283 million in 2011, and a net loss of $46.3 million in 2010. The Company's balance sheet at Sept. 30, 2014, showed $2.76 billion in assets, $3.35 billion in liabilities, and a $584 million total deficiency. GENIUS BRANDS: Issues Letter to Shareholders -------------------------------------------- Genius Brands International, Inc., distributed a letter to its shareholders on Jan. 14, 2015, from its Chairman & CEO Andy Heyward. A copy of the Letter is available for free at: http://is.gd/uFD0Tp About Genius Brands San Diego, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands reported a net loss of $7.21 million in 2013, a net loss of $2.06 million in 2012 and a net loss of $1.37 million in 2011. As of Sept. 30, 2014, the Company had $18.27 million in total assets, $3.67 million in total liabilities and $14.6 million in total stockholders' equity. GEOMET INC: Grace Brothers Reports 18.5% Stake at Dec. 31 --------------------------------------------------------- Grace Brothers, Ltd., Spurgeon Corporation and Bradford T. Whitmore disclosed that as of Dec. 18, 2014, they beneficially owned 9,176,737 shares of common stock of GeoMet, Inc., representing 18.5 percent of the shares outstanding. A copy of the schedule 13G which was filed with the U.S. Securities and Exchange Commission is available at http://is.gd/icFIcY About Geomet Inc. Houston, Texas-based GeoMet, Inc., is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (coalbed methane) and non-conventional shallow gas. Its principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the central Appalachian Basin in Virginia and West Virginia. It also owns additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, West Virginia, and British Columbia. As of March 31, 2012, it owns a total of 192,000 net acres of coalbed methane and oil and gas development rights. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has a net working capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2014, showed $24.4 million in total assets, $1.06 million in total liabilities, $47.3 million in series A convertible redeemable preferred stock, and a $23.9 million total stockholders' deficit. GFI GROUP: Moody's Continues Review for Upgrade on B1 Debt Rating ----------------------------------------------------------------- Moody's Investors Service announced that it is continuing its review for upgrade on GFI Group Inc.'s B1 long-term issuer and senior unsecured debt ratings. Ratings Rationale Moody's placed GFI's ratings on review for upgrade on 30 July 2014 following the announcement that CME Group Inc. (Aa3, stable) had agreed to acquire the company. However, on 22 October 2014, BGC Partners (unrated) announced a competing offer to acquire all of the outstanding common shares of GFI it did not own (BGC owned 13.5% at the time of the announcement). There will be a shareholder vote on 27 January 2015 to determine the final outcome for the competing bids. Should shareholders vote for the CME deal, it would be positive for GFI's bondholders since they would become creditors of the higher-rated CME. If the vote results in the completion of the BGC transaction, it would be unlikely to be detrimental to GFI's current B1 ratings. Moody's will consider the final structure of the winning acquisition bid and terms of any debt assumption in concluding its review of GFI's debt ratings after the close of the winning transaction. However, downward rating pressure on GFI may develop if either transaction fails to close, particularly if a significant number of customers or employees leave during the transaction review period, leading to deterioration in financial performance. What Could Change the Rating -- UP A combination of the following factors could put upward pressure on the rating: -- Acquisition and assumption of debt by a firm with a stronger credit profile -- Improvement in profitability -- Lower debt leverage and improved coverage ratios What Could Change the Rating -- DOWN A combination of the following factors could put downward pressure on the rating: -- Failure of transaction closing resulting in customer attrition or deteriorating financial performance -- Further deterioration of financial performance from current trends -- Aggressive financial policy GFI is the fifth-largest Inter-Dealer Broker (IDB) globally with operations in the Americas, Europe, the Middle East, and Africa (EMEA), and Asia Pacific, with a primary focus on various Fixed Income, Currencies, and Commodities(FICC) and some equity products. Its subsidiaries provide brokerage, clearing, technology, and market data services to institutional clients. GLYECO INC: Amends 2013 Annual Report to Address SEC Comments ------------------------------------------------------------- GlyEco, Inc., filed an amended annual report with the U.S. Securities and Exchange Commission for the fiscal year ended Dec. 31, 2013, in response to comments from the staff of the SEC. Specifically, this amendment is being furnished to (i) revise Item 11 - Executive Compensation , in order to correct the stock award values in the Company's Executive Compensation and Director Compensation tables, (ii) revise Item 13 - Certain Relationships and Related Transactions, and Director Independence, to order to include certain previously omitted related party transactions, (iii) revise Item 15 - Exhibits and Financial Statement Schedules, in order to include certain previously omitted exhibits; and (iv) to update the signature page and officer certifications. No other items of the Annual Report were affected by these amendments and as such, all other items contained in this amended report speak to the original date of filing, April 15, 2014. A full-text copy of the Amended Form 10-K is available at: http://is.gd/wF2Lp8 About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. GlyeCo reported a net loss of $4.01 million in 2013, a net loss of $1.86 million in 2012, and a net loss of $592,000 in 2011. The Company's balance sheet at Sept. 30, 2014, showed $15.5 million in total assets, $2.49 million in total liabilities and $13.03 million in total stockholders' equity. Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. GREEN ENERGY: S&P Assigns 'BB-' Rating on $571 Million Debt ----------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' issue rating to Green Energy Partners/Stonewall LLC's $500 million senior secured term loan B facility due 2021 and $71 million letter of credit and working capital facility due 2019. The outlook is stable. The recovery rating on both issues is '2', indicating substantial (70% to 90%) recovery of principal if a default occurs; S&P expects the recovery to be at the higher end of that spectrum. The rating reflects the project's construction phase and operational phase risk profiles. S&P's assessment of construction phase risk is driven by the use of a technology that is considered a modified proven design, along with reliance on facility drawdowns during construction. The operations phase risk profile is driven by expectation of reasonable performance, coupled with significant market, financial performance, and refinance risks. The stable outlook reflects S&P's expectation that the project will be completed in early 2017, as scheduled, and with minimal cost overruns. "We expect that the project will then earn DSCRs of about 2.4x on average during the term loan B period," said Standard & Poor's credit analyst Michael Ferguson. "This hinges on continued stability in capacity payments and a robust energy market in PJM, as well as availability of about 93%. This should yield leverage of approximately $331 per kilowatt at maturity, leaving the project with moderate refinancing risk." S&P would consider lowering the rating during construction if change orders were to become substantial, leading to considerable cost overruns, or if delays in the construction process resulted in an inability to meet the terms of the HRCO agreement for a prolonged period of time. Thereafter, lower ratings could stem from a weaker energy and capacity market or performance that is beneath S&P's expectations, possibly resulting in minimum DSCRS under 1.4x or leverage exceeding $400 per kilowatt at maturity. If market conditions improve significantly in PJM, such that minimum DSCRs during the term loan B period exceed 2.1x, S&P could consider higher ratings. Furthermore, the strengthening of existing HRCOs beyond the currently contracted period could lead to lower market risk and possibly higher ratings, but this is unlikely in the short term. GREYSTONE LOGISTICS: Delays Nov. 30 Form 10-Q Filing ---------------------------------------------------- Greystone Logistics, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the period ended Nov. 30, 2014. The Company said its limited personnel and resources have impaired its ability to prepare and timely file the Form 10-Q for the period ended Nov. 30, 2014. The Company's net income (loss) for the six-month and three-month periods ended Nov. 30, 2014, is expected to be $(305,000) and $(658,000), respectively, compared with $1.57 million and $(12,700) for the corresponding periods of the prior year. The Company's net income (loss) available to common stockholders for the six-month and three-month periods ended Nov. 30, 2014, is expected to be ($582,000), or $(0.02) per share, and $(796,000), or $(0.03) per share, respectively, compared $1.30 million, or $0.05 per share, and $(150,600), or $(0.01) per share, for the corresponding periods of the prior year. The decline in net income and net income available to common stockholders for the six-month and three-month periods ended Nov. 30, 2014, compared to the corresponding periods in the prior year is primarily due to a decrease in sales of approximately $881,000 and $436,000, respectively, and a decrease in gross profit of $1.88 million and $1.062 million, respectively. About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. The Company's balance sheet at Aug. 31, 2014, showed $15.4 million in assets and $16.5 million in liabilities. GT ADVANCED: Seeks Approval of Incentive and Retention Programs --------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that GT Advanced Technologies Inc. asked the bankruptcy judge in New Hampshire to allow it to pay incentive bonuses to nine senior executives and retention bonuses to 28 non-executive employees. According to the report, to meet the "aggressive" goals in its business plan entailing the sale of 2,000 furnaces to pay Apple Inc., the company said it must have a highly-motivated team of senior executives and non-executive employees. The total cost of the retention program, excluding the discretionary pool and assuming all bonuses are earned, wouldn't exceed $1.413 million, the report related. About GT Advanced Technologies Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. IMAGEWARE SYSTEMS: Extends Executives' Terms Until December ----------------------------------------------------------- Beginning Jan. 9, 2015, ImageWare Systems, Inc., entered into amendments to the employment agreements for Messrs. James Miller, Jr., Wayne Wetherell and David Harding, the Company's Chairman of the Board of Directors and chief executive officer, chief financial officer, and chief technical officer, respectively. Under the terms of the Amendments, the term of each executive officer's employment agreement was extended until Dec. 31, 2015. About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. Imageware Systems incurred a net loss of $9.84 million in 2013, a net loss of $10.2 million in 2012 and a net loss of $3.18 million in 2011. As of Sept. 30, 2014, the Company had $5.67 million in total assets, $4.51 million in total liabilities and $1.15 million in total shareholders' equity. INEOS GROUP: Bank Debt Trades at 3% Off --------------------------------------- Participations in a syndicated loan under which Ineos Group Plc is a borrower traded in the secondary market at 97.14 cents-on-the- dollar during the week ended Friday, January, 16, 2015 according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.46 percentage points from the previous week, The Journal relates. Ineos Group pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on May 2, 2018, and carries Moody's Ba3 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 212 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. INTERLEUKIN GENETICS: Delta Dental Has 6.3% Stake as of Dec. 23 --------------------------------------------------------------- Delta Dental Plan of Michigan, Inc., reported beneficial ownership of 10,928,961 shares of common stock of Interleukin Genetics, Inc., representing 6.3 percent based on Interleukin having 172,683,342 shares of its common stock, par value $0.001 per share outstanding as of Dec. 23, 2014, which is the sum of the number of outstanding shares of Common Stock reported in the Company's Form 10-Q filed on Nov. 13, 2014, plus an aggregate of 50,099,700 shares of Common Stock issued by the Company to certain purchasers on Dec. 23, 2014. A copy of the amended Schedule 13D as filed with the U.S. Securities and Exchange Commission is available at: http://is.gd/X46VLr About Interleukin Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized health company that develops unique genetic tests to provide information to better manage health and specific health risks. Interleukin Genetics incurred a net loss of $7.05 million on $2.42 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss of $5.12 million on $2.23 million of total revenue in 2012. As of Sept. 30, 2014, the Company had $4.45 million in total assets, $3.51 million in total liabilities, all current, and $937,000 in total stockholders' equity. Grant Thornton 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 the Company has incurred recurring losses from operations and has an accumulated deficit that raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning The Company warned in its quarterly report for the period ended Sept. 30, 2014, that it if fails to obtain additional capital by Feb. 28, 2015, it may have to end its operations and seek protection under bankruptcy laws. "We expect that our current and anticipated financial resources will be adequate to maintain our current and planned operations only through February 28, 2015. We need significant additional capital to fund our continued operations, including for the continued commercial launch of our PerioPredictTM test, continued research and development efforts, obtaining and protecting patents and administrative expenses. We have retained a financial advisor, however, based on current economic conditions, additional financing may not be available, or, if available, it may not be available on favorable terms. In addition, the terms of any financing may adversely affect the holdings or the rights of our existing shareholders. For example, if we raise additional funds by issuing equity securities, further dilution to our then- existing shareholders will result. Debt financing, if available, may involve restrictive covenants that could limit our flexibility in conducting future business activities. We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our technologies, tests or products in development. If we cannot obtain additional funding on acceptable terms, we may have to discontinue operations and seek protection under U.S. bankruptcy laws." JACKSONVILLE BANCORP: Has $1.5MM Loan Agreement with Castle Creek ----------------------------------------------------------------- Jacksonville Bancorp, Inc., entered into a loan agreement with Castle Creek SSF-D Investors, LP, under which Castle Creek agreed to make revolving loans to the Company not to exceed $1.5 million outstanding at any time, according to a Form 8-K filed with the U.S. Securities and Exchange Commission. In connection with the Revolver, the Company executed a revolving loan note in favor of Castle Creek. The principal amount of the Revolver outstanding from time to time will accrue interest at 8% per annum, payable quarterly in arrears. All amounts borrowed under the Revolver will be due and payable by the Company on Jan. 7, 2017, unless payable sooner pursuant to the provisions of the Loan Agreement. To the extent that the Revolver is not fully drawn, an unused revolver fee will be calculated and paid quarterly at an annual rate of 2% on the revolving loan commitment less the daily average principal amount outstanding. Currently, no amounts are outstanding under the Revolver. About Jacksonville Bancorp Jacksonville Bancorp, Inc., a bank holding company, is the parent of The Jacksonville Bank, a Florida state-chartered bank focusing on the Northeast Florida market with eight full-service branches in Jacksonville, Duval County, Florida, as well as the Company's virtual branch. The Jacksonville Bank opened for business on May 28, 1999, and provides a variety of community banking services to businesses and individuals in Jacksonville, Florida. Jacksonville Bancorp reported a net loss available to common shareholders of $32.4 million in 2013, a net loss available to common shareholders of $43.04 million in 2012 and a net loss available to common shareholders of $24.05 million in 2011. The Company's balance sheet at Sept. 30, 2014, the Company had $510 million in total assets, $474 million in total liabilities and $36.29 million in total shareholders' equity. JACOBS FINANCIAL: Files Form 10-K, Incurs $2.9MM 2013 Net Loss -------------------------------------------------------------- Jacobs Financial Group, Inc., filed with the U.S. Securities and Exchange Commission on Jan. 16, 2015, its annual report on Form 10-K for the fiscal year ended May 31, 2013. The Company previously notified the SEC regarding the delay in the filing of the Form 10-K because it "was unable without unreasonable effort and expense to prepare its accounting records and schedules in sufficient time to allow its accountants to complete their review of the Company's financial statements for the period ended May 31, 2013, before the required filing date for the subject annual report on Form 10-K." The Company disclosed a net loss attributable to common stockholders of $2.94 million on $1.34 million of total revenues for the year ended May 31, 2013, compared to a net loss attributable to common stockholders of $2.06 million on $1.83 million of total revenues for the fiscal year ended May 31, 2012. As of May 31, 2013, Jacobs Financial had $8.48 million in total assets, $17.4 million in total liabilities, $1.91 million in total mandatorily redeemable convertible preferred stock, and a $10.8 million total stockholders' deficit. EKS&H LLLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended May 31, 2013. The independent auditors noted that the Company has insufficient liquidity and capitalization, is in default with respect to certain loan and preferred stock agreements and has suffered recurring losses from operations. These conditions among others 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/t34QxA About Jacobs Financial Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a Charleston, West Virginia-based holding company for First Surety Corporation, a West Virginia domiciled surety, Triangle Surety Agency, an insurance agency that specializes in coal reclamation surety bonds, and Jacobs & Company, a registered investment advisor. JB VEGA: IRS Wants Chapter 11 Case Dismissed -------------------------------------------- The U.S. Internal Revenue Service asks the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, to dismiss the Chapter 11 case of JB Vega Corporation, saying the Debtor is a "sham entity," and is the nominee or alter ego of Dr. Robert Beck, who is the true owner of the Borgfield property, a ranch, which is the only asset of the Debtor. According to the IRS, Dr. Beck owes it more than $3.9 million in federal income, employment, and unemployment tax reduced to judgment in August 2014. The IRS notes that the Debtor has no income and no bank accounts. The IRS alleges that the Debtor filed its Chapter 11 case in bad faith in violation of an injunction, to thwart the Government's attempt to collect Dr. Beck's $3.9 million federal income and employment tax debt. The IRS seeks to dismiss the case with Section 1112(b) of the Bankruptcy Code for cause, to preclude the Debtor and any related party from filing any other bankruptcy. In a separate filing, the IRS asks the Bankruptcy Court to lift the automatic stay to permit it to enforce a judgment and order of Chief U.S. District Judge Fred Biery in Ana DeBeck v. U.S. v. Dr. Robert Beck; No. 11-cv-45-FB, U.S. District Court, Western District of Texas; (2) force the sale of the only asset of the Debtor that was ordered to be sold by Judge Biery to pay the United States the $3.9 million income, employment, and unemployment tax debt of Beck; (3) collect Beck’s federal tax debt reduced to judgment by Judge Biery in the District Court Case; and (4) enforce the rulings of Chief U.S. Bankruptcy Judge in In re: Dr. Robert L. Beck, DMD, MD., Debtor, Case No. 14-50654-RBK-13, U.S. Bankruptcy Court, Western District of Texas. The IRS is represented by: Richard L. Durbin, Jr. Acting United States Attorney Ramona S. Notinger, Esq. U.S. Department of Justice 717 N. Harwood, Suite 400 Dallas, TX 75201 Tel: (214) 880-9766 E-mail: Ramona.S.Notinger@usdoj.gov JB Vega Corporation filed a Chapter 11 bankruptcy petition (Bank. W.D. Tex. Case No. 15-50123) on Jan. 8, 2015. Carl Miller signed the petition as secretary and director. The Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Lorenzo W. Tijerina, Esq., at Law Office of Lorenzo W. Tijerina, serves as the Debtor's counsel. Judge Craig A. Gargotta presides over the case. JOHNSON MEMORIAL: Meeting to Form Creditors' Panel Set for Jan. 23 ------------------------------------------------------------------ William K. Harrington, United States Trustee for Region 2, will hold an organizational meeting on Jan. 23, 2015, at 10:00 a.m. in the bankruptcy case of Johnson Memorial Medical Center, Inc., et al. The meeting will be held at: 150 Court Street, 1st Floor New Haven, CT 06510 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. As reported in the Troubled Company Reporter on Jan. 16, 2015, Sara Randazzo, writing for Daily Bankruptcy Review, reported that a Connecticut hospital put itself under Chapter 11 protection with plans to sell itself to a nearby healthcare system, five years after an unsuccessful bankruptcy reorganization left it saddled with $40 million in debt. KAVI INC: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Kavi, Inc. 54 E. Grand Ave Fox Lake, IL 60020 Case No.: 15-01434 Chapter 11 Petition Date: January 15, 2015 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Pamela S. Hollis Debtor's Counsel: Robert J Adams, Esq. ROBERT J ADAMS & ASSOCIATES 901 W Jackson Suite 202 Chicago, IL 60607 Tel: 312-346-0100 Email: bankruptcy714@gmail.com Total Assets: $112,636 Total Liabilities: $1.48 million The petition was signed by Vinesh Virani, COO. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb15-01434.pdf KEMET CORP: Royce & Associates Has 7.7% Stake as of Dec. 31 ----------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Royce & Associates, LLC, disclosed that as of Dec. 31, 2014, it beneficially owned 3,508,417 shares of common stock of KEMET Corporation representing 7.73 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/WLHoNA 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." Kemet Corp's balance sheet at Sept. 30, 2014, showed $817 million in total assets, $602 million in liabilities and $215 million in 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 KEMET 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 S&P revised its outlook on KEMET to 'stable' from 'negative'. S&P affirmed the ratings, including the 'B-' corporate credit rating. KEYUAN PETROCHEMICALS: Has $259-Mil. Working Capital Deficit ------------------------------------------------------------ Keyuan Petrochemicals, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $5.66 million on $136 million of total revenue for the quarter ended Sept. 30, 2014, compared with net income of $2.24 million on $150.3 million of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $998 million in total assets, $917 million in total liabilities, and stockholders' equity of $63.4 million. The Company reported net loss and cash flows used in operations of $8.4 million and $2.2 million, respectively, for the nine months ended Sept. 30, 2014 and net income and cash flows used in operations of $4.1 million and $53.1 million, respectively, for the year ended Dec. 31, 2013. At Sept. 30, 2014 and Dec. 31, 2013, the Company had a working capital deficit of $259 million and $210 million, respectively. These factors 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/mxCHLW Keyuan Petrochemicals, Inc., through its operating subsidiaries, Ningbo Keyuan and Ningbo Keyuan Petrochemicals, are engaged in the manufacture and sale of petrochemical and rubber products in the People's Republic China. The Company's operations include production facility with an annual petrochemical production capacity of 720,000 metric tons of a variety of petrochemical products, and facilities for the storage and loading of raw materials and finished goods. It manufactures and supply's petrochemical products, including BenzeneToluene-Xylene Aromatics (BTX Aromatics), propylene, styrene, liquid petroleum gas (LPG), Methyl Tertiary Butyl Ether (MTBE), Styrene butadiene styrene (SBS), and other petrochemicals. Its BTX Aromatics consists of benzene, toluene, xylene and other chemical components used for further processing into plastics, gasoline and solvent materials used in paint, ink, construction coating and pesticide. LATONYA WESTRY: 6th Cir. Flips Ruling on Exemptions Amendment ------------------------------------------------------------- The U.S. Court of Appeals for the Sixth Circuit reversed a district court's affirmance of a bankruptcy court's order sustaining a Chapter 7 trustee's objection to the bankrupt individual's amendment to her schedules of assets and liabilities to increase the exemptions claimed. The Sixth Circuit pointed out that the Supreme Court, in Law v. Siegel, 134 S. Ct. 1188 (2014), strongly suggests that courts should not disallow on timeliness grounds the type of amendment involved in the bankrupt's case. The Sixth Circuit further pointed out that the Supreme Court, in Law, did not dispute the bankruptcy court's power to sanction abusive practice, but held that the bankruptcy court could not exercise its statutory and inherent powers in contravention of a specific statutory provision. The appeals case is LATONYA WESTRY, Appellant, v. K. JIN LIM, Chapter 7 Trustee, Appellee, No. 14-1440 (6th Cir.). A full-text copy of the Decision dated Dec. 30, 2014, is available at http://bankrupt.com/misc/WESTRY1230.pdf LATTICE INC: Two Directors Appointed to Board --------------------------------------------- The Board of Directors of Lattice Incorporated appointed Richard Stewart and Robert Wurwarg as directors of the Company on Dec. 23, 2014, according to a Form 8-K filed with the U.S. Securities and Exchange Commission. On the same day, Donald Upson resigned from the Board and indicated he had no disagreements with either the Board or its officers. Lattice previously entered into a consulting services agreement with Mr. Stewart and his affiliate, Blairsden Resources LLC. Lattice also entered into a similar agreement with Mr. Wurwarg and his affiliate, Roxen Advisors LLC. Messrs. Stewart and Wurwarg each received 1,000,000 restricted common shares as compensation for services rendered to Lattice. Through their respective affiliates, each will also render additional services to the Company. The compensation arrangement for Messrs. Stewart and Wurwarg and their respective affiliates was previously approved by the Board, including independent directors. About Lattice Inc. Pennsauken, New Jersey-based Lattice Incorporated provides telecommunications services to correctional facilities and specialized telecommunication service providers in the United States. Lattice Incorporated reported a net loss of $1 million on $8.26 million of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $571,000 on $7.53 million of revenue during the prior year. As of Sept. 30, 2014, the Company had $5.57 million in total assets, $7.48 million in total liabilities, and a $1.91 million total shareholders' deficit. Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, in Somerset, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has a history of operating losses, has a working capital deficit and requires additional working capital to meet its current liabilities. These factors raise substantial doubt about the Company's ability to continue as a going concern. LEHMAN BROTHERS: Trustee, Barclays Scrap Over $1.2B in Assets ------------------------------------------------------------- Law360 reported that the trustee for bankrupt Lehman Brothers Inc. scrapped with Barclays Capital Inc. over $1.2 billion beyond the $4 billion he already has paid the British financial giant, arguing Barclays has no claim to the cash and collateral because they weren't part of the bank's 2008 purchase of Lehman assets. According to the report, U.S. District Judge Katherine B. Forrest, who is hearing the bankruptcy court appeal, withheld judgment and she would rule in a matter of weeks. The case is In Re: Lehman Brothers Holdings Inc., Case No. 1:11-cv-06052 (S.D.N.Y.). 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. LEVEL 3: Unit to Sell $500 Million Senior Notes Due 2023 -------------------------------------------------------- Level 3 Communications, Inc., announced that Level 3 Financing, Inc., its wholly owned subsidiary, has agreed to sell $500 million aggregate principal amount of its 5.625% Senior Notes due 2023 in a private offering to "qualified institutional buyers," as defined in Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended. The new 5.625% Senior Notes were priced to investors at 100 percent of their principal amount and will mature on Feb. 1, 2023. Level 3 Financing's obligations under the 5.625% Senior Notes will be fully and unconditionally guaranteed on an unsecured basis by Level 3 Communications, Inc. The net proceeds from the offering of the notes, together with cash on hand, will be used to redeem, satisfy and discharge, defease or otherwise repay or retire all of Level 3 Financing's approximately $500 million outstanding aggregate principal amount of 9.375% Senior Notes due 2019. The offering is expected to be completed on Jan. 29, 2015, subject to the satisfaction or waiver of customary closing conditions. The 5.625% Senior Notes will not be registered under the Securities Act of 1933 or any state securities laws and, unless so registered, may not be offered or sold except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. Level 3 incurred a net loss of $109 million in 2013, a net loss of $422 million in 2012, and a net loss of $756 million in 2011. As of Sept. 30, 2014, the Company had $14.0 billion in total assets, $12.33 billion in total liabilities and $1.64 billion in stockholders' equity. * * * In June 2014, Fitch Ratings upgraded the Issuer Default Rating (IDR) assigned to Level 3 Communications, Inc. (LVLT) and its wholly owned subsidiary Level 3 Financing, Inc. (Level 3 Financing) to 'B+' from 'B'. "The upgrade of LVLT's ratings is supported by the continued strengthening of the company's credit profile since the close of the Global Crossing Limited (GLBC) acquisition, positive operating momentum evidenced by expanding gross and EBITDA margins, and ongoing revenue growth within the company's Core Network Services (CNS) segment and its position to generate meaning FCF," Fitch stated. In June 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Level 3 to 'B' from 'B-'. "The upgrade reflects improved debt leverage, initially from the acquisition of the lower-leveraged Global Crossing in October 2011, and subsequently from realization of the bulk of what the company expects to eventually be $300 million of annual operating synergies," said Standard & Poor's credit analyst Richard Siderman. As reported by the TCR on Oct. 31, 2014, Moody's Investors Service upgraded Level 3's corporate family rating (CFR) to B2 from B3. Level 3's B2 CFR is based on the company's ability to generate relatively modest free cash flow of between $250 million and $300 million in 2016 and, inclusive of debt which is presumed to be converted to equity in 2015, to de-lever by approximately 0.5x to 4.8x (Moody's adjusted) by the end of 2016. LIME ENERGY: Richard Kiphart Reports 30% Stake as of Dec. 22 ------------------------------------------------------------ In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Richard P. Kiphart disclosed that as of Dec. 22, 2014, he beneficially owned 4,090,689 shares of common stock of Lime Energy Co. representing 30 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/9Qy2VP About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy reported a net loss available to common stockholders of $18.5 million in 2013, a net loss of $31.8 million in 2012 and a net loss of $18.9 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $31.1 million in total assets, $22.8 million in total liabilities and $8.33 million in total stockholders' equity. LONGVIEW POWER: Aon Premium Financing Agreement Approved -------------------------------------------------------- U.S. Bankruptcy Judge Brendan L. Shannon authorized Longview Power, LLC, et al., to enter into a premium financing agreement with Aon Premium Finance, LLC; and honor their obligations thereunder. The Longview Debtors have historically financed the premium payments for 10 of their insurance policies pursuant to various premium financing arrangements. In light of the magnitude of the insurance premiums that would otherwise be due under the Longview Debtors' insurance policies -- approximately $2.3 million -- the Longview Debtors determined that it would be prudent to conserve cash and, consistent with their historical practices, to finance the Insurance Premiums on a secured basis through the PFA. Pursuant to the PFA, among other things: 1. The Longview Debtors have renewed the Financed Policies and replaced those policies, as applicable, from various carriers for an additional one-year period through Nov. 15, 2015, including by making a down payment of approximately $507,000 and an initial premium payment of approximately $183,000. Upon the entry of an order, Aon will remit the amount of the Insurance Premiums to the Longview Debtors' insurance carriers with respect to the relevant Financed Policies. 2. The Longview Debtors are required to remit to Aon: (a) the Down Payment, which the Longview Debtors have already paid and is no more than approximately 22 percent of the financed Insurance Premiums; and (b) 10 monthly installments in the amount of approximately $183,000, the first of which the Longview Debtors paid on Dec. 11, 2014. The premiums due under the Financed Policies remaining to be paid for the upcoming policy year after taking into account the Initial Payments total $1.61 million. 3. The Longview Debtors provide Aon with a first priority security interest in all right, title, and interest in the amounts payable to the Longview Debtors under the Financed Policies, including: (a) all money that is or may become due under the PFA because of a loss under the Financed Policies that reduces unearned premiums (subject to the interest of any applicable mortgagee or loss payee); and (b) any return of premiums or unearned premiums under the Financed Policies. About Longview Power Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1.72 billion plus undisclosed amounts and liabilities of $1.08 billion plus undisclosed amounts. A committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. LONGVIEW POWER: KPMG Approved to Audit Tax Years 2014 to 2016 ------------------------------------------------------------- The U.S. Bankruptcy Court authorized Longview Power, LLC, et al., to employ KPMG LLP as their auditor, nunc pro tunc to Dec. 1, 2014. The Debtors previously tapped Ernst & Young LLP to provide audit services for the fiscal year ended 2013. KPMG is expected to, among other things: i. audit the balance sheet of Longview Intermediate Holdings C, LLC and the related statements of operations, members' equity, and cash flows for each of the three fiscal years ended 2014, 2015, and 2016; ii. audit the balance sheet of non-debtor Dunkard Creek Water Treatment, and the related statements of operations, members' equity, and cash flows for each of the three fiscal years ended 2014, 2015, and 2016; iii. audit of balance sheet of non-debtor AMD Reclamation, Inc., and the related statements of operations, members' equity, and cash flows for each of the three fiscal years ended 2014, 2015, and 2016. KPMG said that it will cooperate with instructions of the Debtors in avoiding duplication of services. The estimated fees for the audit services are as: Audit 2014 2015 2016 ----- ---- ---- ---- Audit of the balance sheet of $260,000 $272,000 $235,000 Longview Intermediate Holdings C, LLC and the related statements of operations, members' equity, and cash flows for each of the three fiscal years ended 2014, 2015, and 2016. Audit of the balance sheet of $50,000 $50,000 $47,000 Dunkard Creek Water Treatment, and the related statements of operations, members' equity, and cash flows for each of the three fiscal years ended 2014, 2015, and 2016. Audit of the balance sheet of $34,000 $34,000 $32,000 AMD Reclamation, Inc., and the related statements of operations, members' equity, and cash flows for each of the three fiscal years ended 2014, 2015, and 2016. Fresh start accounting and $94,000 valuation services related to the Debtors emergence from bankruptcy. Total Audit by Year: $344,000 $450,000 $314,000 The majority of fees to be charged for the out of scope services reflect a reduction of 25 percent to 50 percent from KPMG's normal and customary rates, depending on the types of services to be rendered. The hourly rates for the out of scope services to be rendered by KPMG and applicable are: Out of Scope Services Discounted Rate --------------------- --------------- Partners/Managing Directors $458 - $686 Senior Managers $375 - $563 Managers $320 - $480 Senior Associates $263 - $394 Staff $138 - $206 To the best of the Debtors' knowledge, KPMG is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Longview Power Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1.72 billion plus undisclosed amounts and liabilities of $1.08 billion plus undisclosed amounts. A committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. LPATH INC: Hal Mintz Reports 9.9% Equity Stake as of Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Hal Mintz and his affiliates disclosed that as of Dec. 31, 2014, they beneficially owned 1,925,832 shares of common stock of LPath, Inc., representing 9.99 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/NEpxF3 About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $6.56 million in 2013, a net loss of $2.75 million in 2012, and a net loss of $3.11 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $26.7 million in total assets, $4.73 million in total liabilities, and $21.9 million in total stockholders' equity. MARINA BIOTECH: Files Preliminary Prospectus with SEC ----------------------------------------------------- Marina Biotech, Inc., filed a Form S-1 registration statement with the U.S. Securities and Exchange Commission to register an undetermined amount of units, with each unit consisting of: (i) one share of the Company's common stock, par value $0.006 per share; and (ii) a warrant to purchase up to [ ] shares of the Company's common stock, for a purchase price of $ [ ] per unit. The Company's common stock is traded on the OTCQB under the symbol "MRNA." On Jan. 6, 2015, the last reported sale price for the Company's common stock as reported on OTCQB was $0.64 per share. The Company does not intend to list the warrants on any securities exchange or other trading market and it does not expect that a public trading market will develop for the warrants. Without an active market, the liquidity of the warrants will be limited. A full-text copy of the Form S-1 prospectus is available at: http://is.gd/QE2zAl About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as the principal accountants for Marina Biotech, Inc., and Wolf & Company, P.C., had been engaged as replacement. In 2013, the Company incurred a net loss of $1.57 million on $2.11 million of license and other revenue, compared to a net loss of $9.54 million on $4.21 million of license and other revenue in 2012. As of Sept. 30, 2014, the Company had $9.95 million in total assets, $20.14 million in total liabilities, and a $10.2 million stockholders' deficit. MAUDORE MINERALS: Deadline for BIA Proposal Moved to Feb. 27 ------------------------------------------------------------ Maudore Minerals Ltd. on Jan. 14 disclosed that Superior Court of Quebec has granted an extension of the period in which to make a proposal under the notice of intention filed on Sept. 8 under the Bankruptcy and Insolvency Act (Canada). The Corporation now has until Friday, Feb. 27, 2015 to complete and present its proposal to its creditors. Maudore is a Quebec-based junior gold company with more than 13 exploration projects. One of these projects is at an advanced stage of development with reported current and historical resources and mining. MCCLATCHY CO: Royce & Associates Holds 6.4% of Class A Shares ------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Royce & Associates, LLC, disclosed that as of Dec. 31, 2014, it beneficially owned 4,044,869 shares of Class A common stock of The McClatchy Company representing 6.47 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/UPA2oC About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The Company reported net income of $18.80 million for the year ended Dec. 29, 2013, as compared with a net loss of $144,000 for the year ended Dec. 30, 2012. The Company's balance sheet at Sept. 28, 2014, the Company had $2.63 billion in total assets, $2.31 billion in total liabilities and $318.07 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. As reported by the TCR on April 2, 2014, Standard & Poor's Ratings Services affirmed all ratings on U.S. newspaper company The McClatchy Co., including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflects S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MEGA RV: Gets Court Approval to Settle GE Commercial Claims ----------------------------------------------------------- Recreational vehicle dealer Mega RV Corp. received court approval for a deal that would provide the company with up to $4.7 million to fund a liquidation plan. U.S. Bankruptcy Judge Mark Wallace approved Mega RV's agreement with GE Commercial Distribution Finance Corp. to settle their claims and allow the company to liquidate assets, which would otherwise be subject to GE Commercial's lien. GE Commercial previously extended credit to the company to obtain and sell recreational vehicles and, in return, was granted a lien on some of its assets. Mega RV expects to receive up to $4.7 million from the liquidation of its assets, including recreational vehicles and contracts purchased by financial institutions. When GE Commercial swept over $5 million from Mega RV's bank accounts in the days leading up to its bankruptcy filing, it reportedly interrupted the normal process of those contracts, which Mega RV will be able to complete with the approval of the settlement. Meanwhile, Mega RV investor Brent McMahon, who is also a party to the settlement, has agreed to have his $8.9 million claim subordinated to claims of other creditors, according to court filings. The bankruptcy judge's order doesn't authorize Mega RV to sell vehicles that are subject to U.S. Bank N.A.'s lien, or any property it leased from Altman Colton Properties Inc. Both creditors previously objected to the settlement. About Mega RV Corp. Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-13770) on June 15, 2014. Brent McMahon signed the petition as president. The Debtor estimated assets and liabilities of at least $10 million. Goe & Forsythe, LLP, serves as the Debtor's counsel. Judge Mark S Wallace presides over the case. The U.S. Trustee for Region 16 appointed three creditors of Mega RV Corp. to serve on the official committee of unsecured creditors. Greenberg Glusker Fields Claman & Machtinger LLP represents the Committee as its general bankruptcy counsel. The Debtor estimated both assets and liabilities between $10 million and $50 million. METALICO INC: Carlos Aguero Reports 7.5% Equity Stake at Dec. 31 ---------------------------------------------------------------- Carlos E. Aguero reported that as of Dec. 31, 2014, it beneficially owned 5,280,957 shares of common stock of Metalico, Inc., representing 7.5 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/LRz5pT 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 $34.8 million in 2013 following a net loss attributable to the Company of $13.1 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. MGM RESORTS: Bank Debt Trades at 3% Off --------------------------------------- Participations in a syndicated loan under which MGM Resorts is a borrower traded in the secondary market at 97.75 cents-on-the-dollar during the week ended Friday, January 16, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.92 percentage points from the previous week, The Journal relates. MGM Resorts pays 250 basis points above LIBOR to borrow under the facility. The bank loan matures on Dec. 20, 2019, and carries Moody's Ba2 rating and Standard & Poor's BB rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. MIG LLC: Judge Extends Deadline to Remove Suits to Feb. 25 ---------------------------------------------------------- U.S. Bankruptcy Judge Kevin Gross has given MIG LLC until Feb. 25 to file notices of removal of lawsuits involving the company and its affiliate IT Cellular LLC. About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2014. The cases are currently jointly administered under Bankr. D. Del. Lead Case No. 14-11605. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. The cases are assigned to Judge Kevin Gross. MIG LLC disclosed $15.9 million in assets and $254 million in liabilities. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor; Cousins Chipman and Brown, LLP as conflicts counsel; and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have retained Natalia Alexeeva as chief restructuring officer. A three-member panel has been appointed in these cases to serve as the official committee of unsecured creditors, consisting of Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. MINERAL PARK: Tries to Settle Tax Debt With Mohave County --------------------------------------------------------- Rodd Cayton at Mohave Valley Daily News reports that the Mineral Park Mine has attempted to settle its tax debt with Mohave County, Arizona, and pay 20 to 30 cents on the dollar. According to Mohave Valley Daily News, board member Judy Selberg said conversations with supervisors Hildy Angius and Steve Moss have assured her that the panel will find a solution and that the pair understand the seriousness of the potential impact on the Mohave Community College. Citing the college's president, Michael Kearns, the report explains that the mine owes nearly $1.6 million in back taxes to the college. Mohave Valley Daily News states that supervisors are expected to consider the issue at their Jan. 20 or Feb. 2 meeting, and should the county be unable to reach a settlement, the taxes due would be processed through bankruptcy court along with all the other amounts owed by Mineral Park. Mohave Valley Daily News relates that Mr. Kearns told board members that to assist about 400 people laid off at the Mineral Park Mine near Golden Valley in December 2014, the college has participated in three Mohave County One-Stop workshops and hosted job fairs. The report adds that the college's staff working to identify which workers are interested in retraining or in attending college. About Mineral Park Mineral Park, Inc., Bluefish Energy Corp. and two affiliates commenced proceedings under Chapter 11 of the Bankruptcy Code in Delaware on Aug. 25, 2014. The cases are pending before the Honorable Kevin J. Carey and are jointly administered under Case No. 14-11996. Mineral Park and its affiliated debtors are subsidiaries of Mercator Minerals Ltd. ("MML"), a mineral resource company engaged through various subsidiaries in the mining, exploration, development and operation of its mineral properties in Mohave County, Arizona, and Sonora, Mexico. Mineral Park's principal asset is the Mineral Park Mine, a producing copper-molybdenum mine located near Kingman, Arizona. Bluefish is the owner and operator of the industrial gas turbine power generator at the Mine. British Columbia, Canada-based MML, which has shares trading on the Toronto Stock Exchange under the trading symbol "ML", is not included in the bankruptcy filing. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as counsel, Evercore Group LLC as investment banker, FTI Consulting, Inc., as financial advisor, FTI's David J. Beckman as CRO, and FTI's Paul Hansen as assistant CRO. Prime Clerk LLC is the claims and noticing agent. The U.S. Trustee for Region 3 appointed three creditors of Mineral Park, Inc. and its affiliates to serve on the official committee of unsecured creditors. The Committee selected Stinson Leonard Street LLP and Hiller & Arban LLC as its counsel. Mineral Park reported $286,362,131 in total assets and $266,035,508 in total liabilities. MINWIND ENERGY: Files for Chapter 11 Bankruptcy in Minnesota ------------------------------------------------------------ Julie Buntjer, writing for Grandforksherald.com, reports that MinWind Energy, LLC, filed for Chapter 11 bankruptcy in Minnesota Bankruptcy Court on Jan. 6, 2015. According to Grandforksherald.com, a meeting of creditors was scheduled for Feb. 3, 2015, with creditors' proof of claims due by May 4, 2015, and government proof of claims due by July 6, 2015. Grandforksherald.com relates that Chapter 11 would relieve the Debtor of approximately $1.91 million in fines after it was determined that it was noncompliant with qualifying facility self-certification filing requirements under the Public Utility Regulatory Policies Act. The bankruptcy would allow for the wind turbines to be sold, and would also preclude investors from getting any financial return on the sale, the report states. MinWind Energy, LLC, is a rural Rock County, Minnesota wind energy company. MOBIVITY HOLDINGS: Michael Bynum Quits as Officer and Director -------------------------------------------------------------- Michael Bynum, president and a member of the board of directors of Mobivity Holdings Corp, resigned as an officer, director and employee of the Company and all subsidiaries, according to a regulatory filing with the U.S. Securities and Exchange Commission. In connection with Mr. Bynum's resignation, he and the Company entered into a customary separation agreement providing for mutual releases and other standard covenants and acknowledgements. In addition, the separation agreement modified Mr. Bynum's rights to severance under his employment agreement dated May 17, 2013, with the Company. Pursuant to his employment agreement, Mr. Bynum was entitled to one year of salary, or $200,000, upon his resignation. However, under the separation agreement, Mr. Bynum agreed to accept 260,870 shares of the common stock of the Company in lieu of cash severance. In addition, pursuant to his employment agreement, Mr. Bynum's options would continue to vest for three months following his resignation and all vested options would remain exercisable for a period of six months following his resignation. However, under the separation agreement, Mr. Bynum agreed that his options would cease vesting upon his resignation, all unvested options would expire upon resignation and all vested options would remain exercisable for a period of 12 months following his resignation. About Mobivity Holdings Mobivity Holdings Corp. was incorporated as Ares Ventures Corporation in Nevada in 2008. On Nov. 2, 2010, the Company acquired CommerceTel, Inc., which was wholly-owned by CommerceTel Canada Corporation, in a reverse merger. Pursuant to the Merger, all of the issued and outstanding shares of CommerceTel, Inc., common stock were converted, at an exchange ratio of 0.7268-for-1, into an aggregate of 10,000,000 shares of the Company's common stock, and CommerceTel, Inc., became a wholly owned subsidiary of the Company. In connection with the Merger, the Company changed its corporate name to CommerceTel Corporation on Oct. 5, 2010. In connection with the Company's acquisition of assets from Mobivity, LLC, the Company changed its corporate name to Mobivity Holdings Corp. and its operating company to Mobivity, Inc, on Aug. 23, 2012. Mobivity Holdings reported a net loss of $16.8 million in 2013, a net loss of $7.33 million in 2012 and a net loss of $16.3 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $11.4 million in total assets, $3.35 million in total liabilities and $8.07 million in total stockholders' equity. MOMENTIVE SPECIALTY: Now Known as Hexion Inc. --------------------------------------------- Momentive Specialty Chemicals Inc.'s sole shareholder acted by written consent in lieu of a meeting to approve amending the Company's Restated Certificate of Incorporation to change the name of the company to Hexion Inc. effective Jan. 15, 2015. A Certificate of Amendment to the Restated Certificate of Incorporation has been filed with the New Jersey Division of Revenue, according to a regulatory filing with the U.S. Securities and Exchange Commission. About Momentive Specialty Momentive Specialty Chemicals, Inc., headquartered in Columbus, Ohio, is a leading producer of thermoset resins (epoxy, formaldehyde and acrylic). The company is also a supplier of specialty resins for inks and specialty coatings sold to a diverse customer base as well as a producer of commodities such as formaldehyde, bisphenol A, epichlorohydrin, versatic acid and related derivatives. Momentive Specialty reported a net loss of $634 million on $4.89 billion of net sales for the year ended Dec. 31, 2013, as compared with net income of $346 million on $4.75 billion of net sales for the year ended Dec. 31, 2012. As of Sept. 30, 2014, the Company had $2.82 billion in total assets, $5.01 billion total liabilities, and a $2.18 billion total deficit. * * * The TCR reported on Oct. 3, 2014, that Standard & Poor's Ratings Services lowered its corporate credit rating on Momentive Specialty by one notch to 'CCC+' from 'B-'. "The downgrade follows MSC's significant use of cash in the first half of 2014 and our expectation that lackluster cash flow from operations and elevated capital spending will cause free operating cash flow to be significantly negative in 2014 and 2015," said Standard & Poor's credit analyst Cynthia Werneth. As reported by the TCR on Dec. 15, 2014, Moody's Investors Service lowered the Corporate Family Rating of Momentive to 'Caa1' from 'B3'. "Due to elevated leverage, heavy capital spending on new capacity in 2014 and 2015, and the lack of meaningful improvement in financial performance, Moody's have lowered Momentive Specialty's rating," stated John Rogers, senior vice president at Moody's. MOTORS LIQUIDATION: Trustee Seeks to Liquidate New GM Securities ---------------------------------------------------------------- Wilmington Trust Company, solely in its capacity as trust administrator and trustee of the Motors Liquidation Company GUC Trust, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to liquidate shares of common stock and warrants of General Motors Company, and extend the duration of the GUC Trust for an additional 12 months, or through and including March 31, 2016. The GUC Trust Administrator intends to use the dividend cash in an approximate aggregate amount of $8,331,500 for purposes of funding administrative costs and $3,161,000 for purposes of funding reporting costs. As of Sept. 30, 2014, the GUC Trust was holding 15,247,286 shares of New GM Common Stock, 13,860,926 of each category of New GM Warrant, and $13,737,158 in Dividend Cash. As Jan. 14, 2015, the GUC Trust has exhausted the entirety of the Wind-Down Budget Cash available for use in the satisfaction of Administrative Costs. The GUC Trust projects that, as of the end of the calendar year 2014, it will hold Other GUC Trust Administrative Cash designated for Administrative Costs in the amount of approximately $2,186,100, and Other GUC Trust Administrative Cash designated for Reporting Costs in the amount of approximately $888,600. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. MT LAUREL: Lenders Require Case Dismissal to Provide Funding ------------------------------------------------------------ Mt. Laurel Lodging Associates, LLP is asking the Bankruptcy Court to dismiss its Chapter 11 case. The Debtor related that after more than a year of operating in Chapter 11 and litigation with its secured lender, the Debtor has formulated an exit strategy that will maximize the value of its estate for the benefit of all creditors and eliminate the need for any further costly and risky litigation. The Debtor has arranged to refinance its secured debt with a third-party lending source and to pay all of its other creditors in full. However, the Debtor cannot implement its reorganization while in Chapter 11 because traditional lending sources are unwilling to provide the necessary financing while Debtor remains in Chapter 11. Accordingly, the Debtor is seeking an order dismissing its Chapter 11 case so that it can execute its restructuring for the benefit of all creditors. About Mt. Laurel Lodging Associates Mt. Laurel Lodging Associates, LLP and its debtor-affiliates filed for separate Chapter 11 protection (Bankr. S.D. Ind. Lead Case No. 13-11697) on Nov. 4, 2013. The debtor-affiliates are Ontario Lodging Associates, LLC; Riverside Lodging Associates, LLC; Rosenburg Lodging Associates, LLP; Tampa Palms Lodging Associates, LLP; Titusville Lodging Associates, LLP; and Conroe Lodging Associates, LLP. U.S. Bankruptcy Judge Robyn L. Moberly presides over the case. David M. Neff, Esq., and Brian A. Audette, Esq., at Perkins Coie LLP, and Andrew T. Kight, Esq., at Taft, Stettinius & Hollister LLP represent the Debtor in their restructuring efforts. The National Republic Bank of Chicago is represented by Bose McKinney & Evans LLP and Stark & Stark, PC. The Debtor estimated assets and debts at $10 million to $50 million. The petitions were signed by Bharat Patel, general partner. MT. GOX: Lawyers Allege Kapeles Was Mastermind of Silk Road ----------------------------------------------------------- Nicole Hong, writing for The Wall Street Journal, reported that lawyers for Ross Ulbricht, the alleged ringleader of Silk Road, told jurors that Mark Karpeles, the head of collapsed bitcoin exchange Mt. Gox, was the man who controlled Silk Road, a website that prosecutors say sold millions of dollars of illegal drugs to buyers around the world. According to the report, Mr. Ulbricht's lawyers conceded that Mr. Ulbricht did create Silk Road, but say he left the site after a few months and was framed by the true Dread Pirate Roberts. Mr. Ulbricht's lawyers argued that Mr. Karpeles had an incentive to start Silk Road as "a way to leverage the value of bitcoin" as Silk Road's only accepted form of payment was bitcoin. About Mt. Gox Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter 15 of the U.S. Bankruptcy Code on March 9, 2014, days after the company sought bankruptcy protection in Japan. The bankruptcy in Japan came after the bitcoin exchange lost 850,000 bitcoins valued at about $475 million "disappeared." The Japanese bitcoin exchange halted trading in February 2014. It filed for bankruptcy protection in the U.S. to prevent customers from targeting the cash it holds in U.S. bank accounts. The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229 (Bankr. N.D. Tex.). The Chapter 15 Petitioner is Robert Marie Mark Karpeles, the company's chief executive officer. Mr. Karpeles is represented by John E. Mitchell, Esq., and David William Parham, Esq., at Baker & Mcckenzie LLP, in Dallas, Texas. The bankruptcy trustee and foreign representative of MtGox Co. Ltd. with respect to the Japan Bankruptcy Proceedings: MtGox Co., Ltd. Office of Bankruptcy Trustee Kojimachi 3 chome building #202 Kojimachi 3-4-1 Chiyoda-ku, Tokyo Tel: +81-3-4588-3922 Attn: Nobuaki Kobayashi The Ontario Superior Court of Justice (Commercial List) on Oct. 3, 2014, ordered, pursuant to Section 272 of the Bankruptcy and Insolvency Act, that the bankruptcy proceedings commenced with respect to MtGox Co., Ltd. -- aka Mt. Gox KK and dba MtGox -- be recognized as a "foreign main proceeding." The Canadian legal counsel to the bankruptcy trustee and foreign representative of MtGox Co., Ltd, are: MILLER THOMSON LLP Scotia Plaza 40 King Street West, Suite 5800 PO Box 1011 Toronto, ON Canada M5H 3S1 Tel: 416-595-8615/8577 Fax: 416-595-8695 Attn: Jeffrey Carhart/ Margaret Sims The company said it has estimated assets of $10 million to $50 million and debts of $50 million to $100 million. MURRAY ENERGY: Bank Debt Trades at 5% Off ----------------------------------------- Participations in a syndicated loan under which Murray Energy is a borrower traded in the secondary market at 95.46 cents- on-the-dollar during the week ended Friday, January 16, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.49 percentage points from the previous week, The Journal relates. Murray Energy pays 425 basis points above LIBOR to borrow under the facility. The bank loan matures on Nov. 21, 2019, and carries Moody's B1 rating and Standard & Poor's BB rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. NEIGHBORHOOD HEALTH: Jan. 21 Meeting to Form Creditors' Panel Set ----------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Jan. 21, 2015, at 10:00 a.m. in the bankruptcy case of Neighborhood Health Services Corporation. The meeting will be held at: United States Trustee's Office One Newark Center, 1085 Raymond Blvd. 21st Floor, Room 2106 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. NEXT 1 INTERACTIVE: Delays Nov. 30 Form 10-Q -------------------------------------------- Next 1 Interactive, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the period ended Nov. 30, 2014. The Company said it was not able to obtain all information prior to filing date and, as a result, the accountant could not complete the required financial statements by Jan. 14, 2015. About Next 1 Interactive Weston, Fla.-based Next 1 Interactive, Inc., is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip -- its travel division, and Next One Realty -- its real estate division. The Company is positioning itself to emerge as a multi revenue stream "Next Generation" media-company, representing the convergence of TV, mobile devices and the Internet by providing multiple platform dynamics for interactivity on TV, Video On Demand (VOD) and web solutions. The Company has worked with multiple distributors beta testing its platforms as part of its roll out of TV programming and VOD Networks. The list of multi- system operators the Company has worked with includes Comcast, Cox, Time Warner and Direct TV. At present the Company operates the Home Tour Network through its minority owned/joint venture real estate partner -- RealBiz Media. As of July 17, 2012, the Home Tour Network features over 4,300 home listings in four cities on the Cox Communications network. The Company incurred a net loss of $18.29 million on $1.56 million of total revenues for the year ended Feb. 28, 2014, as compared with a net loss of $4.23 million on $987,000 of total revenues for the year ended Feb. 28, 2013. The Company's balance sheet at Aug. 31, 2014, showed $4.43 million in total assets, $13 million in total liabilities, and a $8.56 million total stockholders' deficit. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has incurred net losses of $18.3 million and net cash used in operations of $4.59 million for the year ended Feb. 28, 2014, and the Company had an accumulated deficit of $87.6 million and a working capital deficit of $13.5 million at Feb. 28, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws," the Company said in its fiscal 2013 annual report. NII HOLDINGS: Quinn Manuel Okayed to Assist Independent Manager --------------------------------------------------------------- The U.S. Bankruptcy Court authorized NII International Holdings S.a.r.l., et al., to employ Quinn Emanuel Urquhart & Sullivan, LLP as special counsel to LuxCo Holdings, nunc pro tunc to Dec. 12, 2014. Quinn Emanuel is expected to, among other things, provide legal advice to the independent manager to assist him in the discharge of his responsibilities, including by providing legal advice relating to the independent manager's consideration of the settlement. Because Quinn Emanuel has a well-defined role in the Chapter 11 cases, Quinn Emanuel will not unnecessarily duplicate the services provided by any of the Debtors' other retained professionals. The hourly rates of partners of Quinn Emanuel range from $840 to $1,175. Other attorneys' hourly rates, including counsel positions, range from $490 to $1,010. The hourly rates charged for Quinn Emanuel's law clerks and legal assistants range from $300 to $365. These professionals are expected to have primary responsibility for providing services to LuxCo Holdings and the Independent Manager and their hourly rates are: Susheel Kirpalani, partner $1,045 Benjamin Finestone, partner $840 Scott Shelley, counsel $920 Matthew Scheck, associate $735 Kate Scherling, associate $730 William Pugh, associate $535 To the best of LuxCo Holdings' knowledge, Quinn Emanuel does not represent any entity having an adverse interest to LuxCo Holdings. These information is provided in response to the request for additional information set forth in Paragraph D.1. of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: In accordance with the Local Rules, Quinn Emanuel has reduced its standard photocopy charge from $0.24 per page to $0.10 per page. Charges for incoming facsimiles will also be reduced to $0.10 per page. Additionally, Quinn Emanuel will comply with the Local Bankruptcy Rules requiring these expenses be billed at actual cost: outside photocopying; outgoing facsimile and long distance telephone charges; computer-accessed legal research; and reimbursement for travel (unless reimbursement sought for mileage at the rate set by the Secretary of the Treasury pursuant to the Internal Revenue Code). Quinn Emanuel also will comply with any Local Bankruptcy Rules, administrative or other order of the Court, or, as applicable, the U.S. Trustee Guidelines, with respect to billing for non-working travel time. Quinn Emanuel also recognizes that the Court may not approve reimbursement for meals, word processing, document production, administrative charges, or overtime charges. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not Applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. Quinn Emanuel and LuxCo Holdings developed a budget and staffing plan that reflects (a) the estimated number of hours and amount of fees that Quinn Emanuel will expend providing counsel to the Independent Manager during the Review Period (b) the estimated type and number of Quinn Emanuel professionals and paraprofessionals needed to successfully counsel the Independent Manager during the Review Period. LuxCo Holdings approved the Budget and Staffing Plan. However, LuxCo Holdings is aware that the stipulation provides that the review period may be extended by the Court for good cause shown upon the application of the independent manager, which would result in the incurrence of additional fees and expenses. The budget and staffing Plan will be revised if and as needed. The firm can be reached at: Susheel Kirpalani, Esq. Benjamin Finestone, Esq. Kate Scherling, Esq William Pugh, Esq. QUINN EMANUEL URQUHART & SULLIVAN LLP 51 Madison Avenue, 22nd Floor New York, NY 10010 Tel: (212) 849-7000 Fax: (212) 849-7100 About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. NII Holdings disclosed $1,216,071,340 in assets and $3,068,103,749 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. NII HOLDINGS: Zolfo Cooper's Scott Winn OK'd as Independent Manager ------------------------------------------------------------------- The U.S. Bankruptcy Court approved NII Holdings, Inc., et al.'s engagement agreement with Zolfo Cooper Management, LLC, nunc pro tunc to Dec. 12, 2014. Pursuant to the engagement agreement, Scott W. Winn will be employed as the independent manager, and Mr. Winn may enlist the assistance of additional Zolfo Cooper employees in the performance of the services. Mr. Winn will be entitled to separate legal counsel to assist him in providing the services, which legal counsel will be separately retained pursuant to Section 327 of the Bankruptcy Code. The Debtors have agreed to compensate Zolfo Cooper, the independent manager and the Zolfo Cooper Associates for the services based on these agreed hourly rates: Mr. Winn $925 Managing Directors $795 - $925 Professional Staff $265 - $790 Support Personnel $60 - $310 In addition to the hourly rates, the Debtors and the independent manager have agreed that the Debtors will reimburse the independent manager and the Zolfo Cooper Associates for any direct expenses incurred in connection with providing the services. To the best of the Debtors' knowledge, Mr. Winn and Zolfo Cooper are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors are represented by: Scott J. Greenberg, Esq. Lisa Laukitis, Esq. JONES DAY 222 East 41st Street New York, NY 10017 Tel: (212) 326-3939 Fax: (212) 755-7306 and David G. Heiman, Esq. Carl E. Black, Esq. JONES DAY North Point 901 Lakeside Avenue Cleveland, OH 44114 Tel: (216) 586-3939 Fax: (216) 579-0212 About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. NII Holdings disclosed $1,216,071,340 in assets and $3,068,103,749 in liabilities as of the Chapter 11 filing. The Plan of Reorganization will (a) convert all of the outstanding senior unsecured notes issued by CapCo and LuxCo -- totaling $4.35 billion -- into equity interests in the reorganized Debtors; and (b) implement a proposed settlement of certain disputed inter-estate and inter-debtor claims and disputed third party claims; and (c) provide the reorganized Debtors with $500 million in new capital to support the continued turnaround of the Debtors' business. The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. NNN 3500: Chapter 11 Plan Declared Effective Dec. 23 ---------------------------------------------------- NNN 3500 MAPLE 26, LLC, et al., notified the U.S. Bankruptcy Court that the Effective Date of the Joint Chapter 11 Plan occurred on Dec. 23, 2014, and, as a result, the Plan has been substantially consummated. The Court in November 2014 entered an order confirming the Debtors' Plan. The Court also set these deadlines for claims: 1. Administrative Expense Claim: Jan. 22, 2015 2. Professional Fee Claim: Feb. 23 3. Rejection Claims: Jan. 22 The disclosure statement explaining the Plan provides that NNN 3500 Maple and its affiliated debtors are "jointly and severally liable on all claims." They do not intend to solicit acceptances on a separate "debtor-by-debtor" basis. Approval of the plan will apply to NNN 3500 Maple and all its affiliated debtors. The Plan provides for a 100% estimated recovery to all creditors. As of the effective date of the plan, ownership of the assets of each company's estate will vest in that company free and clear of liens, claims, rights, title and interests. U.S. Bank National Association, as Trustee, successor-in-interest to Bank of America, N.A., as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass- Through Certificates, Series 2006-C23, by and through CWCapital Asset Management LLC, filed a limited objection to the Plan. A copy of the Court's Nov. 4, 2014 Findings of Fact, Conclusions of Law and Order Confirming the Debtors' Joint Chapter 11 Plan is available at http://bit.ly/1GvgxkIfrom Leagle.com. About NNN 3500 Maple Entities NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on Nov. 30, 2012. Judge Scott C. Clarkson presided over the case. In its schedules, the Debtor disclosed $45,563,241 in total assets and $46,658,593 in total liabilities. On Jan. 23, 2013, the California Bankruptcy Court entered an order transferring venue of the bankruptcy case to the U.S. Bankruptcy Court for the Northern District of Texas (Case No. 13-30402). Judge Harlin DeWayne Hale in Dallas presides over the case. On Aug. 29, 2013, 26 other affiliates filed separate Chapter 11 petitions. These entities are: NNN 3500 Maple 1, LLC, NNN 3500 Maple 2, LLC, NNN 3500 Maple 3, LLC, NNN 3500 Maple 4, LLC, NNN 3500 Maple 5, LLC, NNN 3500 Maple 6, LLC, NNN 3500 Maple 7, LLC, NNN 3500 Maple 10, LLC, NNN 3500 Maple 12, LLC, NNN 3500 Maple 13, LLC, NNN 3500 Maple 14, LLC, NNN 3500 Maple 15, LLC, NNN 3500 Maple 16, LLC, NNN 3500 Maple 17, LLC, NNN 3500 Maple 18, LLC, NNN 3500 Maple 20, LLC, NNN 3500 Maple 22, LLC, NNN 3500 Maple 23, LLC, NNN 3500 Maple 24, LLC, NNN 3500 Maple 27, LLC, NNN 3500 Maple 28, LLC, NNN 3500 Maple 29, LLC, NNN 3500 Maple 30, LLC, NNN 3500 Maple 31, LLC, NNN 3500 Maple 32, LLC, and NNN 3500 Maple 34. Each Debtor holds an ownership interest as a tenant in common in an 18-story commercial office building commonly known as 3500 Maple Avenue, Dallas, Texas 75219. These TICs have not filed for bankruptcy: NNN 3500 Maple 0, LLC, NNN 3500 Maple 8, LLC, NNN 3500 Maple 9, LLC, NNN 3500 Maple 11, LLC, NNN 3500 Maple 25, LLC, and NNN 3500 Maple 35, LLC. Bankruptcy Judge Harlin DeWane Hale denied confirmation of two competing reorganization plans filed in the Chapter 11 cases of NNN 3500 Maple 26 LLC and its affiliated debtors. The Plan is to be funded by an $8.5 million "Cash Infusion" and "Additional Equity Contributions" of around $10 million. Under the Debtors' Plan, the building will undergo substantial rehabilitation. The Plan propose by Strategic Acquisition Partners, LLC, a party that acquired a claim in the case, similar to the Debtors', in an attempted cure and restatement, will replace the Borrower with NewCo under the Loan Documents. NewCo will be divided into Class A and Class B membership interests. An official creditors' committee has not been appointed in this case. Neither a trustee nor an examiner has been appointed. The Debtors are represented by Michelle V. Larson, Esq., at ANDREWS KURTH LLP, and Jeremy B. Reckmeyer, Esq., at ANDREWS KURTH LLP. Strategic Acquisition Partners LLC is represented by Joseph J. Wielebinski, Esq., Davor Rukavina, Esq., Zachery Z. Annable, Esq., and Thomas D. Berghman, Esq., at MUNSCH HARDT KOPF & HARR, P.C. William B. Finkelstein, Esq., Esq., and Jeffrey R. Fine, Esq., at DYKEMA GOSSETT PLLC serve as counsel to Maple Avenue Tower, LLC. NORTEL NETWORKS: Committee Follows Samis at Whiteford Taylor ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Nortel Networks Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Whiteford, Taylor & Preston LLC as its successor co-counsel in connection with the Debtors' chapter 11 cases, nunc pro tunc to Nov. 17, 2014. The Committee initially hired Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, as co-counsel. Mr. Samis recently moved to Whiteford Taylor. The Committee submits that it is necessary and appropriate for it to retain Whiteford Taylor as successor co-counsel to ensure that the attorney who has had primary responsibility for advising the Committee on Delaware legal issues and procedure can continue to provide, among other things, the following services, as the director of the Committee's lead counsel, Akin Gump: (a) advise the Committee of its rights, powers and duties in these cases; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of these cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and in negotiating with such creditors; (d) assist with the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and of the operation of the Debtors' business; (e) assist the Committee in its analysis of, and negotiations with, the Debtors or their creditors concerning matters related to, among other things, the term of a plan or plans of reorganization or liquidation for the Debtors; (f) prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in furtherance of the Committee's interests and objectives; and (g) perform all other necessary legal services as may be required and are deemed to be in the interests of the Committee in connection with the Chapter 11 cases. Whiteford Taylor will be paid at these hourly rates: Christopher M. Samis, partner $515 L. Katherine Good, counsel $490 Partners/Counsel $390-$770 Associates/Associate Counsel/ Staff Counsel $310-$390 Paraprofessionals $220-$310 Whiteford Taylor will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher M. Samis, parner of Whiteford Taylor, 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. Whiteford Taylor can be reached at: Christopher M. Samis, Esq. WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre, Suite 500 405 N. King Street Wilmington, DE 19801 Tel: (302) 357-3266 Cel: (302) 245-5069 Fax: (302) 357-3288 About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long- Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. NORTHERN BLIZZARD: S&P Revises Outlook to Stable & Affirms 'B' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its outlook on Calgary, Alta.-based Northern Blizzard Resources Inc. (NBRI) to stable from positive. At the same time, Standard & Poor's affirmed its 'B' long-term corporate credit and senior unsecured debt ratings on NBRI. The recovery rating on the debt remains '3', indicating average (50%-70%) recovery in event of default. "The outlook revision reflects our expectations that NBRI will not be able to hit its annual 10%-15% production annual growth targets for the next two years, as we had forecast following the completion of the company's IPO in August 2014," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. Although S&P acknowledges that NBRI will improve its production from 2014 levels, it has cut back its 2015 capital expenditure about 50% from its previous forecasts, leading to production in 2015 at about 23,000 barrels per day; at S&P's price assumptions, it expects no production growth for 2016. S&P expects the lower internally generated cash flow to pressure debt-to-EBITDA but it expects it to remain below 3x in the next 12-18 months. NBRI is a small exploration and production (E&P) company. It had about 88 million barrels of oil equivalent [boe] of gross proved reserves as of Dec. 31, 2014, and 20,021 boe per day production for the first nine months of 2014. Almost all the company's production is from the Lloydminster Heavy Oil and Kerrobert Bakken area in southern Saskatchewan. The stable outlook reflects S&P's projection that the company will keep its debt-to-EBITDA below 3.5x in the next 18 months despite NBRI's reduced capital spending program that will result in lower production and cash flow than previously forecast. S&P could lower the ratings if it expects NBRI's liquidity to be constrained significantly, for example due to borrowing base reduction, such that it hampers ongoing production. Also, if credit measures deteriorate such that S&P expects debt-to-EBITDA to move above 5x, which could occur if the company's production and cash flow declines faster than forecast. S&P could contemplate a positive action if it expects NBRI to expand its production at the original positive growth rate of 10%-15% while keeping debt-to-EBITDA below 3x. However, at S&P's price assumptions, it views that highly unlikely. NPS PHARMACEUTICALS: Files Investor Presentation ------------------------------------------------ Flemming Ornskov, MD, chief executive of Shire, gave a presentation to employees of NPS Pharmaceuticals, Inc., on Jan. 16, 2015, in connection with Shire's proposed acquisition of NPS. "Our culture comes to life through our employees who together form One Shire. We value and invest in our employees to ensure they have the capabilities and support to implement our strategy, achieve our vision and deliver value to our patients, payors and shareholders," Mr. Ornskov said. "This acquisition will allow NPS Pharma's products to transform the lives of even more patients. "We look forward to combining the best of Shire and NPS Pharma on behalf of patients." A copy of the Presentation is available for free at: http://is.gd/JDwc3b About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS Pharmaceuticals reported a net loss of $13.5 million in 2013, a net loss of $18.7 million in 2012 and a net loss of $36.3 million in 2011. The Company posted consolidated net loss of $31.4 million in 2010 and a net loss of $17.9 million in 2009. The Company's balance sheet at Sept. 30, 2014, showed $282 million in total assets, $151 million in total liabilities and $131 million in total stockholders' equity. NPS PHARMACEUTICALS: Shire Presented at JP Morgan Conference ------------------------------------------------------------ Flemming Ornskov, MD, chief executive officer of Shire, spoke at the J.P. Morgan 33rd Annual Healthcare Conference on Jan. 13, 2015. Mr. Ornskov said that the Company's combination with NPS Pharma "will put us in a great position to continue our growth. We can accelerate the growth of their portfolio. It builds on our rare disease focus in areas we know. It builds and we add significant GI expertise." As reported by the TCR on Jan. 15, 2015, NPS Pharma and Shire plc have entered into a merger agreement pursuant to which Shire will acquire all the outstanding shares of NPS Pharma for $46.00 per share in cash, for a total consideration of approximately $5.2 billion. A copy of the presentation is available at: http://is.gd/cvMEOv About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS Pharmaceuticals reported a net loss of $13.50 million in 2013, a net loss of $18.73 million in 2012 and a net loss of $36.26 million in 2011. The Company posted consolidated net loss of $31.44 million in 2010 and a net loss of $17.86 million in 2009. The Company's balance sheet at Sept. 30, 2014, showed $282 million in total assets, $151 million in total liabilities and $131 million in total stockholders' equity. NYTEX ENERGY: Now Known as Sable Natural Resources -------------------------------------------------- NYTEX Energy Holdings, Inc., filed a Fifth Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware, changing the Company's name to "Sable Natural Resources Corporation". The Name Change became effective upon the filing of the Amendment with the Secretary of State of the State of Delaware on Jan. 13, 2015. About NYTEX Energy Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an energy holding company with operations centralized in two subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX Petroleum, Inc. ("NYTEX Petroleum"). FDF is a 35 year old full- service provider of drilling, completion and specialized fluids and specialty additives; technical and environmental support services; industrial cleaning services; equipment rentals; and transportation, handling and storage of fluids and dry products for the oil and gas industry. NYTEX Petroleum, Inc., is an exploration and production company focusing on early stage development of minor oil and gas resource plays within the United States. NYTEX Energy reported a net loss of $2.67 million in 2013 following a net loss of $5.15 million in 2012. As of Sept. 30, 2014, the Company had $5.77 million in total assets, $2.74 million in total liabilities, $3.72 million in preferred stock, and a $695,000 total stockholders' deficit. In its report on the Company's consolidated financial statements for the year ended Dec. 31, 2013, Whitley Penn LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company will need additional working capital to fund operations. OCWEN FINANCIAL: CA-DBO Action No Impact Yet on Fitch's 'B-' IDR ---------------------------------------------------------------- Ocwen Financial Corporation's 'B-' IDR' and Negative Rating Outlook are not immediately impacted by The California Department of Business Oversight's (CA-DBO) administrative action filed on October 3 of last year, according to Fitch Ratings. The action seeks to suspend Ocwen's residential mortgage lender and loan servicer licenses for up to 12 months. While the CA-DBO's action is clearly negative, Ocwen's rating is already at a highly speculative rating level. Along with the Negative Rating Outlook, the rating incorporates the potential financial-, compliance- and litigation-related challenges associated with Ocwens heightened regulatory scrutiny. Depending on how the administrative action progresses, ratings could come under pressure. This is particularly true if Ocwen faces material fines and/or an extended absence from the California market, which materially impacts its profitability and cash flow generation. As of Sept. 30, 2014, Ocwen had approximately $300 million of cash, $800 million of annualized cash generated from operations and leverage, on the basis of debt to tangible equity, of 3.8x on a consolidated-affiliate basis. Fitch believes current liquidity, cash flow and consolidated leverage offer Ocwen modest financial flexibility relative to existing ratings. The CA-DBO's recommendation to suspend Ocwen's licenses follows the company's failure to respond to a March 2014 subpoena in a timely manner, requesting borrower records and information. The records were sought in conjunction with CA-DBO's examination to ensure Ocwen's compliance with the California Homeowner Bill of Rights, which is designed to guarantee fairness and transparency for homeowners in the foreclosure process. Should Ocwen lose its license and be forced to sell its mortgage servicing rights on loans in California, the sales proceeds could be used to pay fines, service debt and support ongoing operations elsewhere (albeit as a smaller and less profitable company). California is Ocwen's largest single state exposure, representing approximately 24% of the total unpaid principal balance of Ocwen's servicing portfolio as of Sept. 30, 2014. Ocwen has stated that it is cooperating with the CA-DBO and expects that its ongoing cooperation will result in a satisfactory outcome for all parties. Conferences are expected to occur in February, at which time Ocwen will seek to reach a settlement on the matter. If not resolved by then, hearings on the suspension of the CA license are scheduled for July 2015. Following Ocwen's New York Department of Financial Services (NY-DFS) settlement in December 2014, Fitch downgraded the company's long-term IDR by one-notch to 'B-' with a Negative Rating Outlook. At the time, the actions reflected increased strategic uncertainty following the announced departure of the firm's Executive Chairman, combined with heightened governance concerns and the expectation of increased earnings pressure as a result of heightened regulatory scrutiny and compliance standards. At the same time, Fitch maintained the Negative Rating Watch on Ocwen's RMBS servicer ratings following its settlement with the NY-DFS. Fitch noted that the ongoing inquiry by the NY-DFS and issues identified call into question the corporate governance and operational control framework, especially as it relates to oversight of its systems and processes. Additionally, Fitch said that these issues had the potential to bring about other investigations; result in monetary and/or other penalties; and limit Ocwen's operating flexibility. Fitch expects to resolve the Rating Watch Negative on its RMBS servicer ratings based on its assessment of the operational, governance, and financial condition implications of the Consent Order, Ocwen's ability to comply with all requirements, and operational and strategic changes which may follow in the wake of the announced departure of Ocwen's Executive Chairman. ORCKIT COMMUNICATIONS: Postpones General Meeting to Feb. 19 ----------------------------------------------------------- Orckit Communications Ltd. declared that its extraordinary general meeting of shareholders will be postponed to Feb. 19, 2015, at 3:30 p.m. (Israel time), at the offices of the temporary liquidator of the Company, Adv. Lior Dagan, 1 Azrielli Center (Round Building, 35th Floor), Tel Aviv, Israel. The record date for the meeting is Feb. 2, 2015. The agenda of the meeting is the approval of an arrangement between the Company and its creditors and related transactions pursuant to Section 350 of the Israeli Companies Law, 5759-1999. The arrangement requires the affirmative approval of a majority by number of the shareholders voting their shares, in person or by proxy, and holding at least 75% of the shares voting on the matter, unless the District Court of Tel Aviv will rule otherwise. The arrangement is also subject to the approval of the Company's creditors and the Court. In accordance with the ruling of the Court, proxy statements describing the proposal on the agenda and proxy cards will not be mailed to shareholders registered through the Company's U.S. transfer agent (including "street name" shares held via DTC members). Instead, the Company will file a proxy statement and a form of proxy card with the Securities and Exchange Commission on Form 6-K at least seven days prior to the meeting. These documents will be available to the public at the SEC's EDGAR Web site at http://www.sec.gov/edgar/searchedgar/companysearch.html.Each shareholder who is unable to attend the meeting in person will be required to print, complete, date and sign the proxy card and deliver it to the Company as will be described in the proxy statement. Those shareholders who hold ordinary shares in "street name" will also be required to contact their broker and receive an authorization to vote the shares on behalf of the broker, and return such authorization along with their proxy card to the Company as described in the proxy statement. Signed proxy cards (and broker authorizations) will be accepted at the office of the temporary liquidator until Feb. 19, 2015, at 1:00 p.m. (Israel time). The voting of shares held through members of the Tel Aviv Stock Exchange Clearinghouse will follow customary Israeli procedures. Specifically, the Company has filed an amended form of written ballot with the Israel Securities Authority on Jan. 14, 2015, and will file the terms of the arrangement with the ISA at least seven days prior to the meeting. These documents will be available to the public at the ISA's MAGNA Web site at http://www.magna.is.gov.iland the Maya Web site of the Tel Aviv Stock Exchange ("TASE") at http://www.maya.tase.co.il. TASE members, without charge, will send via email a link to the filing of those documents to its clients who hold shares of the Company and who have not duly instructed the broker otherwise in advance. Such clients are entitled to receive a confirmation of ownership (ishur baalut) from their brokers upon request. Signed written ballots (and confirmations of ownership) will be accepted at the office of the temporary liquidator until Feb. 19, 2015, at 1:00 p.m. (Israeli time). For copies of relevant documents, or to send position statements, you may address Adv. Sivan Lev or Adv. Yonatan Ashkenazi at the office of the temporary liquidator of the Company at Tel. +972-3-607-0819 or Fax +972-3-607-0830. About Orckit Orckit facilitates the delivery by telecommunication providers of high capacity broadband residential, business and mobile services over wireline or wireless networks with its Orckit-Corrigent family of products. Orckit was founded in 1990 and became publicly traded in 1996. Orckit's shares are traded on the OTCQB and the Tel Aviv Stock Exchange and is headquartered in Tel-Aviv, Israel. Kesselman & Kesselman, in Tel Aviv, Israel, 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 capital deficiency, recurring losses, negative cash flows from operating activities and has significant future commitments to repay its convertible subordinated notes. These facts raise substantial doubt as to the Company's ability to continue as a going concern. Orckit reported a net loss of $5.9 million in 2013, a net loss of $6.46 million in 2012 and a net loss of $17.4 million in 2011. As of Dec. 31, 2013, the Company had $7.51 million in total assets, $21.5 million in total liabilities and a $14.03 million total capital deficiency. PALOMAR HEALTH: Fitch Affirms 'BB+' Outstanding Debt Rating ----------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on Palomar Health, CA's (PH) outstanding debt. The Rating Outlook is revised to Stable from Negative. SECURITY The bonds are secured by a gross revenue pledge of the obligated group (OG). The obligated group is comprised of PH's acute care facilities as well as other healthcare related entities but excludes Arch Health Partners (AHP), a medical foundation. AHP was de-consolidated from the audit in fiscal 2014 (June 30 fiscal year end) so the OG and the consolidated entity were the same in fiscal 2014. KEY RATING DRIVERS REBOUND IN FINANCIAL PERFORMANCE: The revision in Outlook to Stable from Negative reflects improved operating cash flow in fiscal 2014 that has been sustained through the first four months ended Oct. 31, 2014, as well as growth in liquidity. The Negative Outlook was placed on PH in January 2014 due to very weak performance in fiscal 2013 that led to a violation of its liquidity covenant and barely meeting its debt service coverage covenant. The improved financial performance to date has been driven by increased volume, cost reductions (primarily reduction in force), as well as the sale of non-core assets. NON INVESTMENT GRADE FINANCIAL PROFILE: After stabilizing its performance in fiscal 2014, PH's financial profile is characteristic of a non-investment grade credit with weak liquidity and high debt burden. At Oct. 31, 2014, PH had 79.7 days cash on hand and 22.9% cash to debt (revenue bonds only). Operating EBITDA margins compare favorably against the non-investment grade medians with an 11% operating EBITDA margin through the four months ended Oct. 31, 2014 and 10.2% in fiscal 2014, which led to adequate MADS coverage of 2.1x and 1.7x, for the respective time periods. SIGNIFICANT CAPITAL INVESTMENT COMPLETE: In August 2012, PH opened its 288-bed Palomar Medical Center (PMC) in Escondido, California. The opening and subsequent relocation of most service lines from its downtown campus to PMC was the centerpiece of PH's significant $1.06 billion facilities master plan. PH has an agreement with Kaiser Permanente (rated 'A+') to provide bed capacity, and Kaiser volume has consistently been under budget although it has recently increased. GOOD MARKET POSITION: Fitch believes PH's main credit strength is its location in North San Diego County, which makes it an attractive partner in any plans to develop a larger regional network and delivery model that is able to manage population health. In addition, PH has significantly invested in its medical foundation, AHP, which provides a primary care base that will be integral in care coordination. RATING SENSITIVITIES SUSTAINED SOLID OPERATING CASH FLOW: Fitch expects PH to sustain its solid operating cash flow due to additional operational initiatives that are underway. Although there are limited capital needs going forward, PH continues to make strategic investments, especially in AHP, which may hinder near-term liquidity growth. CREDIT PROFILE PH is a California hospital district that operates three hospitals in northern San Diego County. For fiscal 2014, PH's consolidated audited results excluded its medical foundation, AHP (80 physicians and 10 physician extenders), and numbers for fiscal 2013 were restated for comparative purposes. Total operating revenue in fiscal 2014 was $628 million. Since Fitch's last review, there has been a change in executive leadership with the prior CFO promoted to CEO as of August 2014. There are several vacant/interim positions that are expected to be filled in the first half of 2015. Rebound in Financial Performance At the time of Fitch's last review in January 2014, PH was implementing several turnaround initiatives to stem the losses from fiscal 2013 due to challenges with the transition to its new facility in August 2012. The benefits from these initiatives were realized in fiscal 2014 with a $17 million improvement in operating cash flow driven mainly by a reduction in force. PH continues to focus on reducing its cost per adjusted discharge with plans to lower this further in fiscal 2015. In fiscal 2014, operating income was negative $26.2 million compared to negative $36.2 million the prior year and operating losses are primarily driven by high depreciation and interest expense. Operating cash flow is solid with operating EBITDA margin of 10.2% in fiscal 2014 compared to 7.7% in fiscal 2013 and 11% for the four months ended Oct. 31, 2014. PH has budgeted an operating EBITDA margin of 12.1% for fiscal 2015 and ongoing operational initiatives include improved patient throughput, reduction in cost per adjusted discharge, supply savings, as well as further reduction in labor costs. Opening of Palomar Medical Center In August 2012, PH opened its new 288-bed Palomar Medical Center in North San Diego County and successfully relocated the majority of its service lines to the new hospital from its downtown Escondido facility. The downtown facility remains operational and houses an urgent care center, labor and delivery, behavioral, and acute rehab service lines. PMC was the key component of PH's sizable $1.06 billion facilities master plan, which also included expanding its Pomerado Hospital in Poway and building outpatient satellite clinics. PH operates a total of 508 beds and all the acute care facilities are seismically compliant. Volume growth has consistently missed budgeted expectations especially with its agreement with Kaiser. However, year over year growth has improved especially with more obstetric and surgery volume from Kaiser. In fiscal 2014, admissions were up 8% from prior year and through the four months ended Oct. 31, 2014, admissions were up 7.1% from the same prior year period. PH's bed capacity agreement with Kaiser expires in 2020 with an upcoming renewal date in mid 2015 that will decide if either/both parties want to extend the agreement beyond 2020. Investment in Arch Health Partners AHP is a medical foundation located in Poway, CA with nine other locations in the service area. PH is the sole corporate member of AHP and aligned with the medical foundation in 2010. PH has provided significant support to AHP over the last two years and ongoing support is expected at approximately $16 million a year, which may hinder liquidity growth. Weak Liquidity As of Oct. 31, 2014, unrestricted cash and investments totaled $134.6 million, which equated to 79.7 days cash on hand and 22.9% cash to debt, which is a slight improvement from fiscal 2013 with 73.3 days and 20.6% cash to debt. PH remains challenged by high accounts receivable with 71.5 days in accounts receivable as of Oct. 31, 2014 and there is new oversight in revenue cycle, which should improve cash collections. PH's days cash on hand covenant calculation excludes interest expense from total expenses and the bond covenant calculation for fiscal 2014 was 91 days, above the 80 days cash on hand covenant for the series 2006 insured bonds (65 days cash on hand covenant for uninsured bonds). High Debt Burden PH has a very high debt burden due to the funding of its facilities master plan. As of June 30, 2014, total debt outstanding was $1.1 billion and included $560 million of revenue bonds and $574 million of general obligation (GO) bonds. Fitch rates the GO bonds 'A+'. The revenue bonds are 68% fixed rate and 32% variable rate (auction mode; series 2006). MADS of $41.4 million accounted for 6.6% of total revenue in fiscal 2014 compared to the non-investment grade median of 4%. PH has three fixed payor interest rate swaps with Citi related to the series 2006 bonds and the swaps are insured by Assured Guaranty. There are currently no collateral posting requirements, but requirements would be implemented if Assured Guaranty's rating falls below the 'A' category and would be at a zero threshold based on PH's current rating. The mark to market valuation as of June 30, 2014 was negative $26.5 million. In addition, there is an additional termination event if Assured Guaranty's rating falls below 'BBB'. Property Tax Revenue As a California hospital district, PH receives unrestricted property tax revenues from a fixed share of the 1% property tax levied by the County of San Diego on all taxable real property in PH's boundaries. PH received $13.5 million and $12.9 million in unrestricted property tax revenues in fiscal 2014 and 2013, respectively. This tax revenue is included in other operating revenue. PH also receives ad valorem tax revenues generated by the separate voter-approved tax levy that is pledged solely for the payment of principal and interest on PH's series 2005, 2007, 2009, and 2010 GO bonds. Fitch's financial analysis excludes the GO bonds and related property tax revenue and interest expense. Disclosure PH covenants to provide annual audited financial reports and unaudited quarterly financial statements to bondholders. Quarterly information, including a balance sheet, income statement, and statement of changes in net assets will be provided within 45 days after the end of each of the first three fiscal quarters. Outstanding Palomar Health, CA Debt: -- $159,647,000 COPs series 2010; -- $228,970,000 COPs series 2009; -- $171,731,000 COPs series 2006A-C. PETRON ENERGY: KBM Worldwide Reports 9.9% Stake as of Jan. 15 ------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, KBM Worlwide, Inc., disclosed that as of Jan. 15, 2015, it beneficially owned 2,794,473 shares of common stock of Petron Energy II, Inc., representing 9.99% (based on the total of 27,972,707 outstanding shares of Common Stock). A copy of the regulatory filing is available for free at http://is.gd/sFJdUa About Petron Energy Dallas-based Petron Energy II, Inc., is engaged primarily in the acquisition, development, production, exploration for and the sale of oil, gas and gas liquids in the United States. As of Dec. 31, 2011, the Company is operating in the states of Texas and Oklahoma. In addition, the Company operates two gas gathering systems located in Tulsa, Wagoner, Rogers and Mayes counties of Oklahoma. The pipeline consists of approximately 132 miles of steel and poly pipe, a gas processing plant and other ancillary equipment. The Company sells its oil and gas products primarily to a domestic pipeline and to another oil company. Petron Energy reported a net loss of $4.30 million in 2013 following a net loss of $8.32 million in 2012. As of Sept. 30, 2014, the Company had $3.74 million in total assets, $13.8 million in total liabilities and a $10.09 million total stockholders' deficit. KWCO, PC, in Odessa, TX, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's significant operating losses since inception raise substantial doubt about its ability to continue as a going concern. PHILADELPHIA AUTHORITY: S&P Puts Bonds' 'BB+' Rating on Watch Neg. ------------------------------------------------------------------ Standard & Poor's Ratings Services has placed its 'BB+' long-term rating on the Philadelphia Authority for Industrial Development, Pa.'s project revenue bonds, issued for the Discovery Charter School, on CreditWatch with negative implications. This rating action follows repeated attempts by Standard & Poor's to obtain timely information of satisfactory quality to maintain its rating on the securities in accordance with our applicable criteria and policies. Failure to receive the requested information by Feb. 5, 2015, will likely result in our withdrawal of the affected rating, preceded, in accordance with S&P's policies, by any change to the rating that S&P considers appropriate given available information. PILGRIM'S PRIDE: S&P Affirms 'BB' CCR on Special Dividend Plans --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its corporate credit rating on Pilgrim's Pride Corp. (PPC) at 'BB'. The outlook is positive. S&P also affirmed the issue-level rating on the company's senior secured $700 million revolving credit facility at 'BBB-'. The recovery rating is unchanged at '1', indicating S&P's expectation for very high recovery (90%-100%) in the event of a payment default. S&P is also assigning a 'BBB-' issue-level rating to the company's proposed $1 billion first-lien term loan due 2020 and its new $700 million senior secured revolving credit facility. The recovery rating is '1'. These rating are based on preliminary proposed terms and conditions. S&P will withdraw the ratings on the existing revolving credit facility at the close of the transaction. The net proceeds of the first-lien term loan, together with cash, will be used to pay a $1.5 billion special dividend to shareholders. "The rating affirmation reflects our belief that the special dividend is consistent with the company's existing financial policy, which includes increasing debt leverage over time via shareholder returns and acquisitions to a target debt-to-EBITDA ratio of between 2x and 3x," said Standard & Poor's credit analyst Chris Johnson. "We also believe ongoing operating cost reductions and improved pricing practices have reduced the company's earnings volatility, which should allow it to perform better during weaker earnings cycles." The positive outlook reflects the possibility of a higher rating if PPC sustains its improved operating performances and if S&P raises the ratings on JBS. This could occur if PPC maintains an EBTIDA margin of more than 10% over the next 12 to 18 months while it maintains a debt-to-EBITDA ratio below 3x and FFO to debt of more than 30% (assuming the company remains a strategically important subsidiary of JBS, and JBS' strong operating and free cash flow generation continues while it assumes a more conservative approach to debt-financed acquisitions). PORT AGGREGATES: Has Interim Access to Cash Collateral ------------------------------------------------------ U.S. Bankruptcy Judge Robert Summerhays entered an interim order authorizing Port Aggregates, Inc., to (x) maintain and continue a current secured credit facility with Whitney Bank, and (y) use Whitney Bank's cash collateral within the confines and workings of the secured credit facility, particularly the Line of Credit. Use of the line of credit prior to the commencement of the case operated generally as follows: the Company and its Subsidiaries operate using a series of Zero Balance Accounts ("ZBA") to facilitate use of the Line of Credit. The Company uses its cash to fund operations out of the Company Operating and Special Accounts, and also the Company uses the Operating Account as a flow through account by which it provides funding if necessary to the Subsidiaries by means of draws upon the Line of Credit. All of the ZBA accounts are swept daily (the Subsidiaries' accounts swept to the Company Operating Account and the Company Operating Account swept to pay down the Line of Credit). The transfers to and from the Company and the Subsidiaries are accounted for through due to/due from entries on the books of the companies. The "sweeps" result either in a pay down on the Line of Credit or a draw against the Line of Credit, depending upon the amount of checks outstanding against the cash deposits from operations into the Operating ZBA accounts. Because the Company and the Subsidiaries were operating in accordance with the Secured Credit Facility and the Line of Credit as of the filing of the Chapter 11 case, and because of the requirements of Sections 361, 362 and 363 of the Bankruptcy Code --- that the Company provide adequate protection of the security interests of Whitney and not use cash collateral without Court approval -- the filing of the case interrupted the operations of the Company and its subsidiaries. The notice of default issued by Whitney, combined with the filing of the Case generated the right on behalf of Whitney to suspend further draws under the Line of Credit and to freeze the operating accounts of the Company and Subsidiaries. Thus, the Company was faced with two basic alternatives: (i) to institute bankruptcy cases for the Company and the Subsidiaries, forego the Line of Credit and move for authority to use the debtors' cash collateral without further advances by Whitney under the Line of Credit (costly and probably would have created an adversarial situation with Whitney); or (ii) exclude the Subsidiaries from bankruptcy filings and make an agreement with Whitney for the right of the Company to use its cash collateral, maintain borrowing under the Line of Credit and to allow the Subsidiaries to continue with normal business operations, with Whitney forbearing from exercising its rights under its notice of default as against the Subsidiaries as regards the First and Second Applications for Receiver (with Whitney reserving all other rights under the Secured Credit Facility) ("Alternative 2"). The Company chose the Alternative 2 as being the least costly approach and the best method for preserving the possibility of maintaining its banking relationship with Whitney, which the Company believes was impeccable before the receivership filings that jeopardized the future of the Company and its Subsidiaries and damaged (hopefully short term) the relationship with Whitney. Because the Line of Credit portion of the Secured Credit Facility employs the enterprise-wide ZBA and sweep mechanisms, the right to use cash collateral and the authority to maintain financing under the Line of Credit are mutually dependent, as described herein and in the Cash Management Motion. The Company therefore requires both the authority to use its cash collateral and the authority to obtain/continue financing under the Line of Credit to meet cash needs. The Line of Credit is particularly useful, if not necessary, to allow the Company to fund the purchases of large shipments of limestone aggregate from its suppliers, under supply contracts (for example, the Company purchases on average 3 ships of limestone aggregate from Vulcan Construction materials, L.P. per month, particularly during the months of November through January when the Company builds its inventory to be able to meet demand once winter weather begins to relent, allowing construction projects serviced by the Company to pick up speed. The ability to draw upon the Line of Credit allows the Company to maintain its good pricing terms with Vulcan and other suppliers and affords it the ability to maintain its competitive edge within the area of its business footprint. As was the case prepetition, the Company intends to use its cash collateral and the proceeds of the Secured Credit Facility to fund the payment of operating expenses incurred on and after the Petition Date (and pursuant to other motions to be filed to fund certain critical pre-petition amounts due (to avoid, for example, losing suppliers, section 503(b)(9) claims and to cure defaults under executory contracts created only by the fact of the filing of this Case)). The Company needs immediate access to the Secured Credit Facility and use of its cash collateral to assure continuity of its business operations. If the Company is unable to continue the financing under the Secured Credit Facility and the use of cash collateral, the ability of the Company to effectively reorganize will be jeopardized. Further, the Company submits that the use of its business judgment in choosing Alternative 2 should be approved by the Court as the most advantageous and least adversarial method of proceeding. While the Company possibly could obtain the right to use cash collateral (along with other debtors once filed) after dueling with Whitney, the proposal submitted herewith is superior as it affords the Company and its subsidiaries the wherewithal to maintain operations as currently configured and continue to reap the benefits of its excellent pricing structure of materials purchases. About Port Aggregates Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on Dec. 19, 2014. The Debtor estimated $10 million to $50 million in assets and debt. 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. PRATT PLACE: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Pratt Place Inn, Inc. 2115 W. Markham Road Fayetteville, AR 72701 Case No.: 15-70114 Chapter 11 Petition Date: January 15, 2015 Court: United States Bankruptcy Court Western District of Arkansas (Fayetteville) Judge: Hon. Ben T Barry Debtor's Counsel: Stanley V Bond, Esq. BOND LAW OFFICE P.O. Box 1893 Fayetteville, AR 72701-1893 Tel: (479) 444-0255 Fax: (479) 444-7141 Email: attybond@me.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Julian Archer, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/arwb15-70114.pdf PRESTON TAYLOR: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: Preston Taylor Projects, LLC 820 Second Avenue, Ste. 7B New York, NY 10017 Case No.: 15-10089 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 16, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Stuart M. Bernstein Debtor's Counsel: W Charles Robinson, Esq. C. ROBINSON & ASSOCIATES, LLC 820 Second Avenue, Ste. 7B New York, NY 10017 Tel: 212-286-0423 Fax: 212-286-0450 Email: wcr@crobinsonllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by W. Charles Robinson, owner. The Debtor listed The Board of Managers of the Diplomat Condo as its largest unsecured creditor holding a claim of $199,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb15-10089.pdf PT BERLIAN: Bankruptcy Court Dismisses Chapter 15 Cases ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has dismissed Berlian Laju Tanker's Chapter 15 cases tied to tonnage controlled by U.S. affiliate Chembulk Tankers, in addition to a determination that forces opponents of the Indonesian restructuring process to adhere to the terms of the PKPU plan, Aaron Kelley at TradeWinds reports. Citing Chembulk Tankers chief Jack Noonan, TradeWinds relates that BLT has secured the orders that will allow it to proceed with the implementation of an overhaul backed by PKPU administrators in Jakarta, and has won a battle with bondholders that tried to force the diversified operator to pursue a restructuring under Chapter 11 of the U.S. bankruptcy code. The report quoted Mr. Noonan as saying, "These three US Court orders, along with the previously obtained Singapore High Court Section 210 recognition, essentially provide for the international recognition of BLT’s restructuring plan originally sanctioned by the Indonesian court under the PKPU." About PT Berlian PT Berlian Laju Tanker Tbk is the largest Indonesian shipping company, focusing on liquid bulk cargo, with operations primarily in Asia with some expansion into the Middle East and Europe. It has about 70 tankers. Starting in the latter half of 2008, the financial crisis in the United States and Europe led to dramatic decreases in various industrial production capabilities. As a result BLT suffered significant financial difficulties. In January 2012, BLT breached a covenant to maintain certain cash ratios and some of its subsidiaries had failed to pay certain charter hires. In March 2012, PT Berlian put 15 subsidiaries into Chapter 15 proceedings in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12- 11007) to complement a bankruptcy reorganization in Singapore, where the subsidiaries are based, and to prevent creditors from seizing the company's vessels when they call on U.S. ports. In April 2012 the U.S. judge ruled that Singapore is home to the so- called foreign main proceeding for the operating subsidiaries. In June 2012, Indonesian bank PT Bank Mandiri (Persero) Tbk began involuntary bankruptcy proceedings in Indonesia against the PT Berlian parent, followed by the involuntary petition the Gramercy funds filed in New York in December. PT Berlian was the subject of an involuntary Chapter 11 bankruptcy filed in New York (Bankr. S.D.N.Y. Case No. 12-14874) on Dec. 13, 2012, by investor Gramercy Distressed Opportunity Fund II along with two sister funds. The funds, all located in Greenwhich, Conn., are allegedly owed $125.5 million. In addition, more than a dozen subsidiaries have been under Chapter 11 protection in New York since 2012. PT Berlian Laju filed a Chapter 15 cross-border bankruptcy (Bankr. S.D.N.Y. Case No. 13-10901) on March 26, 2013, in New York to enforce its restructuring in Indonesia. As reported by the Troubled Company Reporter on July 17, 2013, the Hon. Stuart M. Bernstein of the Bankruptcy Court for the Southern District of New York on May 22, 2013, recognized the Indonesian proceedings of PT Berlian Laju Tanker TB, pending in the Central Jakarta Commercial Court, as a "foreign main" proceeding pursuant to Sections 1515 and 1517 of the U.S. Bankruptcy Code. PVA APARTMENTS: Case Converted to Chapter 7 Liquidation ------------------------------------------------------- Bankruptcy Judge Roger L. Efremsky converted the Chapter 11 case of PVA Apartments, LLC, to one under Chapter 7 of the Bankruptcy Code. The Debtor requested the Bankruptcy Court to convert its case on grounds that it is eligible to be a debtor under Chapter 7. Oakland, California-based PVA Apartments, LLC filed for Chapter 11 protection (Bankr. N.D. Cal. Case No. 14-44224) on Oct. 18, 2014. Bankruptcy Judge Hon. Roger L. Efremsky presided over the case. Sydney Jay Hall, Esq., at the Law Offices of Sydney Jay Hall, represented the Debtor. The Debtor estimated its assets at $10 million to $50 million and its debts at $1 million to $10 million. QUANTUM CORP: Estimates Third Quarter Revenue of $142 Million ------------------------------------------------------------- Quantum Corp. disclosed preliminary results for the fiscal third quarter 2015 ended Dec. 31, 2014. Total revenue was approximately $142 million, slightly below the low end of the company's October guidance range of $145 million to $150 million. This was down slightly year-over-year, primarily due to a 31 percent decline in revenue from OEM tape automation partners. Total OEM revenue was approximately $15 million for the quarter, representing 12 percent of overall non-royalty revenue. Total branded revenue was approximately $116 million, an increase of two percent and the third consecutive quarter of year-over-year growth. Scale-out storage and related service revenue was approximately $27 million, up from $15 million. Revenue from DXi and related service revenue was approximately $24 million, an increase of $1 million. Total cash and cash equivalents were approximately $110 million as of Dec. 31, 2014. "Our preliminary third quarter results again demonstrate the leverage in our financial model - while total revenue was slightly below our guidance, we still delivered bottom line results in line with guidance," said Jon Gacek, president and CEO of Quantum. "In fact, GAAP net income was the highest in more than five years as we continued to capitalize on the strategic improvements we've made over the last 18 months and drive further operational efficiencies throughout the business. "We're also pleased with the growth in our branded business, which makes up an increasing percentage of our total revenue. A key driver of our branded growth is the tremendous market momentum our scale-out storage solutions continue to achieve. With year-over-year revenue increasing almost 80 percent for the quarter, scale-out storage revenue in the first three quarters of our fiscal year grew nearly 60 percent over the comparable period the year before. In addition, we had our second consecutive quarter of year-over-year growth in DXi revenue." Quantum will provide more details on its third quarter results in its earnings announcement on Jan. 29. In addition, the company will be discussing its business and plans to build on its market momentum at the 17th Annual Needham Growth Conference to be held this week at the New York Palace Hotel in New York City. Earnings Conference Call and Audio Webcast Notification Quantum will issue a news release on its third quarter financial results on Thursday, Jan. 29, 2015, after the close of the market. The Company will also hold a conference call and live audio webcast to discuss these results that same day at 2:00 p.m. PST. Press and industry analysts are invited to attend in listen-only mode. Dial-in number: 719-325-2448 (U.S. and International); Access Code 5771187 Replay number: 719-457-0820 (U.S. and International); Access Code 5771187 Replay expiration: Tuesday, February 3, 2015, at 5:00 p.m. PST About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. Quantum Corporation incurred a net loss of $21.5 million on $553 million of total revenue for the year ended March 31, 2014, as compared with a net loss of $52.2 million on $587 million of total revenue for the year ended March 31, 2013. As of Sept. 30, 2014, the Company had $354 million in total assets, $440.4 million in total liabilities and a $86.2 million stockholders' deficit. QUANTUM CORP: Signs Legal Fees Agreements with Executives --------------------------------------------------------- Quantum Corporation entered into agreements to advance legal fees with certain of its executives, including the named executive officers other than the chief executive officer, according to a Form 8-K filing with the U.S. Securities and Exchange Commission. The form of the Legal Fees Agreement had been previously approved by the Company's Board of Directors. The Agreement provides that, in the event an Executive brings an action to enforce or effect such Executive's rights under a written agreement relating to such Executive's employment, including the Legal Fees Agreement, the Company will advance all reasonable attorneys' fees incurred by the Executive in connection with the action. The arbitrator in any such action will determine whether or not the Executive is the prevailing party and, if the Company is the prevailing party, whether or not any portion of the advanced payments will be repaid to the Company. The Agreement does not apply to amendments or terminations of employee benefit plans and programs that are established for employees generally if the amendment or termination does not otherwise amend an Employment Agreement, or any dispute regarding any equity plan or award agreement unless such dispute also arises from and as a result of an Employment Agreement. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. Quantum incurred a net loss of $21.5 million on $553 million of total revenue for the year ended March 31, 2014, as compared with a net loss of $52.2 million on $587 million of total revenue for the year ended March 31, 2013. As of Sept. 30, 2014, the Company had $354 million in total assets, $440 million in total liabilities and a $86.2 million stockholders' deficit. RADIOSHACK CORP: Had Until Jan. 15 to Meet Liquidity Covenants -------------------------------------------------------------- Law360 reported that RadioShack Corp. had a Jan. 15 deadline to come up with $100 million to keep in compliance with its reworked credit facility, with Standard General LP and other investors, which had recently replaced GE Capital as the lead lenders in the company's senior secured asset based credit facility. The Troubled Company Reporter, citing The Wall Street Journal, reported on Jan. 16 that RadioShack is preparing to file for bankruptcy protection as early as next month, people familiar with the matter said, following a sputtering turnaround effort that left the electronics chain short on cash. According to the Journal, citing one of the people, a filing could come in the first week of February. The Fort Worth, Texas, company has reached out to potential lenders who could help fund its operations during the process, another person said, the Journal related. 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. REDPRAIRIE CORP: Bank Debt Trades at 7% Off ------------------------------------------- Participations in a syndicated loan under RedPrairie Corp is a borrower traded in the secondary market at 93.75 cents-on-the-dollar during the week ended Friday, January 16, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.65 percentage points from the previous week, The Journal relates. RedPrairie Corp pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on Dec. 12, 2018. The bank debt carries Moody's B2 and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 204 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. REICHHOLD HOLDINGS: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Reichhold Holdings US, Inc., filed with the U.S. Bankruptcy Court District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $328,412,282 E. Creditors Holding Unsecured Priority Claims $168 F. Creditors Holding Unsecured Non-Priority Claims $0 ----------- ----------- Total $0 $328,412,450 A copy of the schedules is available for free at http://bankrupt.com/misc/ReichholdHoldings_333_SAL.pdf About Reichhold Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, USA, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. In 2013, the companies generated $1.08 billion in net revenue, and as of the year-to-date August 2014, $750 million in net revenues. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. The Reichhold Companies are pursuing a sale transaction that has two elements: (i) a consensual foreclosure by the holders of senior secured notes on their security interests in the common and preferred stock in Reichhold Holdings Luxembourg, S.a.r.l. ("RHL"), the ultimate holding company of all of the non-debtor affiliates that operate outside the U.S., and (ii) a purchase of certain assets of the Debtors by Reichhold Holdings International B.V. through a credit bid pursuant to Section 363 of the Bankruptcy Code. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. The U.S. Trustee for Region 3 appointed seven creditors of Reichhold Holdings US, Inc. to serve on the official committee of unsecured creditors. The Creditors' Committee retains Hahn & Hessen LLP as lead counsel, Blank Rome LLP as co-counsel, and Capstone Advisory Group, LLC and Capstone Valuation Services, LLC, as financial advisor. An Ad Hoc Committee of Asbestos Claimants also appears in the case. The Ad Hoc Committee consists of three plaintiff law firms, Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly Conroy LLC, each in their capacity as tort counsel for clients of their firms who have asbestos-related personal injury or wrongful death claims against the Debtors. The Committee is represented by Mark T. Hurford, Esq., at Campbell & Levine, LLC; and Caplin & Drysdale, Chartered's James P. Wehner, Esq. and Jeffrey A. Liesemer, Esq. RETROPHIN INC: Estimates FY 2014 Revenue of $28.3-Million --------------------------------------------------------- Retrophin, Inc., said it expects net product revenue for the fiscal year ended Dec. 31, 2014, of approximately $28.3 million. The Company converted to a direct-to-patient distribution model in the fourth quarter. Without this conversion, the Company's preliminary revenue would have been approximately $28.8 million. Additionally, Retrophin disclosed that the Office of Orphan Products Development of the U.S. Food and Drug Administration (FDA) has granted orphan drug designation for sparsentan (RE-021) for the treatment of Focal Segmental Glomerulosclerosis (FSGS). Sparsentan is an investigational therapeutic agent which acts as both a selective endothelin receptor antagonist and an angiotensin receptor blocker. Retrophin is conducting the Phase 2 DUET trial of sparsentan for the treatment of FSGS, a leading cause of end-stage renal disease. There are currently no therapies approved for the treatment of FSGS in the United States. The Orphan Drug Designation program is intended to encourage companies to develop therapeutics for diseases that affect fewer than 200,000 individuals in the U.S. Orphan designation will provide sparsentan with seven years of marketing exclusivity for FSGS if it is approved by the FDA for this indication. Prior to FDA approval, orphan designation provides incentives for sponsors including tax credits for clinical research expenses, the opportunity to obtain government grant funding to support clinical research, and an exemption from FDA user fees. Turing Asset Purchase Agreement On Jan. 9, 2015, Retrophin entered into an asset purchase agreement with Turing Pharmaceuticals AG pursuant to which the Company sold Turing Pharmaceuticals its ketamine licenses and assets for a purchase price of $1 million. Turing Pharmaceuticals will also assume all future liabilities related to the Sold Assets. Martin Shkreli, the Company's former chief executive officer, is the chief executive officer of Turing Pharmaceuticals. The Company is continuing to negotiate the sale of the Company's Vecamyl and oxytocin assets to Turing Pharmaceuticals pursuant to an agreement reached between the Company and Mr. Shkreli on Oct. 13, 2014. The sale of those other assets is subject to the negotiation and execution of a binding definitive agreement between the Company and Turing Pharmaceuticals and the receipt of necessary third party consents. Buys Asklepion's Cholic Acid Assets On Jan. 10, 2015, the Company entered into an asset purchase agreement with Asklepion Pharmaceuticals, LLC, pursuant to which the Company acquired all right, title and interest to Asklepion's cholic acid assets, including all related contracts, data assets, intellectual property and regulatory assets. In exchange for the Acquired Assets, the Company paid Asklepion an upfront payment of $5 million, and assumed all future liabilities related to the Acquired Assets. In addition, the Company has agreed to pay Asklepion up to an additional $36 million upon the completion of various milestones related to regulatory approvals associated with the Acquired Assets (up to $9 million of which would be payable in shares of the Company's common stock), up to an additional $37 million upon the completion of milestones related to future net revenues associated with the Acquired Assets, and will pay tiered royalties to Asklepion based on future net revenues associated with the Acquired Assets. The Asset Agreement contains customary representations and warranties, each of which survives for a period of 12 months, and customary indemnification obligations for potential breaches of representations and warranties and for the covenants and obligations set forth in the Asset Agreement. In connection with the execution of the Asset Agreement, the Company obtained a commitment letter from Athyrium Capital Management, LLC and Perceptive Credit Opportunities Fund, LP, the Company's existing lenders, providing a commitment for a senior secured incremental term loan under the Company's existing term loan facility in an aggregate principal amount of $30 million, which can be drawn down at the Company's option to finance the acquisition of the Acquired Assets. The Company's ability to draw down the Incremental Loan in the future is subject to various conditions and the negotiation and execution of a binding definitive amendment to the Company's existing term loan agreement for the Incremental Loan. As consideration for the commitment letter for the Incremental Loan, the Company made a cash payment to the Lenders and issued the Lenders warrants initially exercisable to purchase up to an aggregate of 125,000 shares of the Company's common stock. In the event that the Company draws down the Incremental Loan in the future, the Company will be required to make a second cash payment to the Lenders and will issue the Lenders additional warrants initially exercisable to purchase up to an aggregate of 125,000 shares of the Company's common stock. About Retrophin Retrophin, Inc., develops, acquires and commercializes therapies for the treatment of serious, catastrophic or rare diseases. The Company offers Chenodal(R), a treatment for gallstones; Vecamyl(R), a treatment for moderately severe to severe essential hypertension and uncomplicated cases of malignant hypertension; and Thiola, for the prevention of kidney stone formation in patients with severe homozygous cystinuria. The Company's balance sheet at Sept. 30, 2014, showed $146 million in total assets, $156 million in total liabilities, and a stockholders' deficit of $10.2 million. "Management believes that the Company will continue to incur losses for the immediate future. For the nine months ended Sept. 30, 2014, the Company has generated revenue and is trying to achieve positive cash flow from operations. The Company's future depends on the costs, timing, and outcome of regulatory reviews of its product candidates, ongoing research and development, the funding of planned or potential acquisitions, other planned operating activities, and the costs of commercialization activities, including ongoing, product marketing, sales and distribution. The Company expects to finance its cash needs from results of operations and depending on the results of operations, the Company may need additional private and public equity offerings and debt financings, corporate collaboration and licensing arrangements and grants from patient advocacy groups, foundations and government agencies. Although management believes that the Company has access to capital resources, there are no commitments for financing in place at this time, nor can management provide any assurance that such financing will be available on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern," according to the quarterly report for the period ended Sept. 30, 2014. REVSTONE INDUSTRIES: Asks Court to Extend Deadline to Remove Suits ------------------------------------------------------------------ Revstone Industries LLC has filed a motion seeking additional time to remove civil lawsuits involving the company and its affiliates. In its motion, the company proposed to extend the deadline for filing notices of removal of lawsuits filed before and after its bankruptcy filing to June 30. The extension would give Revstone the opportunity to make "fully-informed decisions" concerning removal of the lawsuits, according to its lawyer, Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The motion is on Judge Brendan Linehan Shannon's calendar for Feb. 25. About Revstone Industries et al. Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP represent Revstone. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. Metavation, also known as Hillsdale Automotive, LLC, joined parent Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on July 22, 2013, to sell the bulk of its assets to industry rival Dayco for $25 million, absent higher and better offers. Metavation has tapped Pachulski as its counsel. Pachulski also serves as counsel to Revstone and Spara. Metavation also has tapped McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni Bankruptcy as claims agent and to provide administrative services. Stuart Maue is fee examiner. Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq., Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent the Official Committee of Unsecured Creditors in Revstone's case. Boston Finance Group, LLC, a committee member, also has hired as counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA Piper LLP. ROCAP MARKETING: Reports $243K Net Loss in Q3 Ending Sept. 30 ------------------------------------------------------------- Rocap Marketing Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $243,000 on $98,600 of total revenue for the quarter ended Sept. 30, 2014, compared with a net loss of $47,600 on $nil of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $3.82 million in total assets, $397,000 in total liabilities, and a stockholders' equity of $3.42 million. The Company had an accumulated deficit at Sept. 30, 2014, a working capital deficit, a net loss and net cash used in operating activities for the interim period then ended. These factors 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/ysHvU2 Agoura Hills, Calif.-based Rocap Marketing Inc., through its Spiral Toys LLC subsidiary, develops entertainment products in both physical toys as well as digital media. ROVER 2014: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Rover 2014 LLC 1412 Broadway, 18th Floor New York, NY 10018 Case No.: 15-70166 Chapter 11 Petition Date: January 15, 2015 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Alan S Trust Debtor's Counsel: J Ted Donovan, Esq. GOLDBERG, WEPRIN, FINKEL, GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-301-6943 Fax: (212)-422-6836 Email: Tdonovan@gwfglaw.com - and - Kevin J. Nash, Esq. GOLDBERG, WEPRIN, FINKEL, GOLDSTEIN, LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-221-5700 Email: KNash@GWFGlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Tress, manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SABINE OIL: Common Stock Delisted From NYSE ------------------------------------------- The New York Stock Exchange LLC filed a Form 15 with the U.S. Securities and Exchange Commission to remove from listing or registration the common stock of Sabine Oil & Gas Corp. on the Exchange. About Sabine Sabine Oil & Gas LLC, (formerly Forest Oil Corporation) 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. See http://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 million in total assets, $1.07 billion in total liabilities, and a $148 million shareholders' deficit. * * * As reported by the TCR on May 12, 2014, Standard & Poor's Ratings Services said it affirmed its ratings on Houston-based Sabine Oil & Gas LLC ratings, including the 'B' corporate credit rating. SASSAFRAS HILL: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Sassafras Hill Enterprises, Inc. 2115 W. Markham Road Fayetteville, AR 72701 Case No.: 15-70115 Chapter 11 Petition Date: January 15, 2015 Court: United States Bankruptcy Court Western District of Arkansas (Fayetteville) Judge: Hon. Ben T Barry Debtor's Counsel: Stanley V Bond, Esq. BOND LAW OFFICE P.O. Box 1893 Fayetteville, AR 72701-1893 Tel: (479) 444-0255 Fax: (479) 444-7141 Email: attybond@me.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Julian Archer, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/arwb15-70115.pdf SEEGRID CORP: Wins Nod for Ch. 11 Reorganization Plan ----------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Brendan L. Shannon in Delaware confirmed on Jan. 15 Seegrid Corp.'s prepackaged Chapter 11 plan of reorganization, paving the company's exit from Chapter 11 bankruptcy. According to the report, Judge Shannon agreed to sign off Seegrid's proposed reorganization and related disclosure statement, over opposition led by its former chief executive officer, Anthony Horbal, who complained of the plan's feasibility. In support for the confirmation of its plan, Seegrid wrapped up the evidentiary portion of its confirmation battle with its ex-CEO, a full-day session that saw counsel for both sides elicit a final round of testimony designed underpin their position on the plan. As previously reported by The Troubled Company Reporter, Judge Shannon pushed back the hearing on Seegrid's Chapter 11 plan confirmation from Dec. 10 to early January, saying the court's schedule cannot accommodate what promises to be a highly contested multiday trial on the original requested date. About Seegrid Corporation Pittsburgh-based Seegrid Corporation is a developer of robotic vision-guided automated vehicles. It was founded in 2003 by two Carnegie Mellon University robotic scientists, Hans Moravec and Scott Friedman. Seegrid Corporation filed for Chapter 11 bankruptcy protection (Bank. D. Del. Case No. 14-12391) on Oct. 21, 2014, estimating its assets at $1 million to $10 million and its debt at $50 million to $100 million. The Hon. Brendan Linehan Shannon presides over the case. The petition was signed by David Hellman, president. SIGA TECHNOLOGIES: Appeals Judgment in PharmAthene Dispute ---------------------------------------------------------- SIGA Technologies, Inc., a company operating under the protection of the United States Bankruptcy Court for the Southern District of New York and specializing in the development and commercialization of solutions for serious unmet medical needs and biothreats, has filed a notice of appeal from the judgment of the Delaware Court of Chancery awarding PharmAthene, Inc. expectation damages. On January 15, 2015, the Court of Chancery entered a judgment awarding PharmAthene a lump sum of $113,116,985 plus prejudgment interest, costs and fees. The total amount of the judgment is $194,649,041. William J. Haynes II, SIGA's General Counsel, commented, "We believe the decision to award expectation damages is not supported by law with the amount of the award being completely speculative, conjectural and arbitrary. We are confident in the strength of our grounds for appeal, and will ask the Supreme Court of Delaware 8to overturn this judgment." Dr. Eric A. Rose, SIGA's Chief Executive Officer, also commented, "We remain absolutely committed to performing under SIGA's contract with BARDA, obtaining FDA approval for our smallpox drug, Tecovirimat, and growing our company, and we have ample resources to do so." While SIGA believes it has strong grounds on which to base its appeal, no assurance can be given that its appeal will be successful. About SIGA Technologies, Inc. Publicly held SIGA Technologies, Inc., (Nasdaq:SIGA) with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor disclosed total assets of $132 million and $7.95 million in liabilities as of the Chapter 11 filing. SIGA TECHNOLOGIES: Court Awards $195 Million to PharmAthene ----------------------------------------------------------- PharmAthene, Inc., on Jan. 15 disclosed that the Delaware Court of Chancery has entered its Final Order and Judgment in the Company's litigation against SIGA Technologies, Inc. The Court's judgment against SIGA totaled $195 million, including $113 million in lump sum expectation damages for the value of PharmAthene's lost profits for SIGA's smallpox antiviral, Tecovirimat, and $81.5 million in pre-judgment interest and attorneys' and expert witness fees. In addition, SIGA will be required to pay post-judgment interest of $30,700 per day. The court's determination, along with the decision itself, will remain subject to appeal by SIGA to the Delaware Supreme Court. Because SIGA has filed for protection under the Federal bankruptcy laws, PharmAthene is automatically stayed from taking any enforcement action in the Delaware Court of Chancery. PharmAthene's ability to collect a money judgment from SIGA remains subject to further proceedings in the Bankruptcy Court. About PharmAthene PharmAthene is a biodefense company engaged in the development and commercialization of next generation medical countermeasures against biological and chemical threats. PharmAthene's current biodefense portfolio includes the following product candidates: * SparVax(R) - a next generation recombinant protective antigen (rPA) anthrax vaccine (liquid and lyophilized formulations) * rBChE bioscavenger - a medical countermeasure for nerve agent poisoning by organophosphorous compounds, including nerve gases and pesticides * Valortim(R) - a fully human monoclonal antibody for the prevention and treatment of anthrax infection In August 2014, the Delaware Court of Chancery issued a Memorandum Opinion and Order and awarded to PharmAthene lump sum expectation damages for the value of PharmAthene's lost profits for SIGA Technologies, Inc.'s smallpox antiviral, Tecovirimat, also known as ST-246(R) (formerly referred to as "Arestvyr(TM)" and referred to by SIGA in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 as "Tecovirimat"). In addition, the Court of Chancery ordered SIGA to pay pre-judgment interest and varying percentages of PharmAthene's reasonable attorneys' and expert witness fees. The court's Final Order and Judgment from January 15, 2015 will remain subject to appeal. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor disclosed total assets of $132 million and $7.95 million in liabilities as of the Chapter 11 filing. SOLAR POWER: Signs EUR12.5 Million SPA with CECEP Solar ------------------------------------------------------- Solar Power, Inc., and wholly owned subsidiary SPI China (HK) Limited entered into a stock purchase agreement with CECEP Solar Energy Hong Kong Co., Limited, according to a regulatory filing with the U.S. Securities and Exchange Commission. Pursuant to the Stock Purchase Agreement, SPI China (HK) agreed to purchase from CECEP 100% of issued and outstanding shares of capital stock of (i) CECEP Solar Energy (Luxembourg) Private Limited Company (S.a.r.l.), and (ii) Italsolar S.r.l., a limited liability company registered in Italy, owned by CECEP, for an aggregate consideration of EUR12,500,000 in the form of both shares of the Company's common stock and cash, subject to customary closing conditions. The proposed issuance of the Common Shares is exempt from registration upon reliance of Regulation S promulgated under the Securities Act of 1933, as amended. About Solar Power Roseville, Cal.-based Solar Power, Inc., is a global solar energy facility ("SEF") developer offering its own brand of high- quality, low-cost distributed generation and utility-scale SEF development services. Primarily, the Company works directly with and for developers around the world who hold large portfolios of SEF projects for whom it serves as an engineering, procurement and construction contractor. The Company also performs as an independent, turnkey SEF developer for one-off distributed generation and utility-scale SEFs. Solar Power reported a net loss of $32.2 million in 2013 following a net loss of $25.4 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $113 million in total assets, $61.2 million in total liabilities, and $51.7 million in stockholders' equity. Crowe Horwath LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred a current year net loss of $32.2 million, has an accumulated deficit of $56.1 million, has experienced a significant reduction in working capital, has past due related party accounts payable and a debt facility under which a bank has declared amounts immediately due and payable. Additionally, the Company's parent company LDK Solar Co., Ltd has experienced significant financial difficulties including the filing of a winding up petition on Feb. 24, 2014. These matters raise substantial doubt about the Company's ability to continue as a going concern, the auditors noted. SUNTECH AMERICA: Meeting to Form Creditors' Panel Set for Jan. 22 ----------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Jan. 22, 2015, at 12:30 p.m. in the bankruptcy case of Suntech America Inc. The meeting will be held at: United States Trustee's Office One Newark Center, 1085 Raymond Blvd. 21st Floor, Room 2106 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Suntech America Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and 15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides over the case. Mark D. Collins, Esq., Paul Noble Heath, Esq., William A. Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot Services LLC is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million, and their debts at between $100 million and $500 million. Headquartered in San Francisco, California, Suntech America, aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power Holdings Corp., was the main operating subsidiary of the Suntech Group in the Americas and its primary business purpose was acting as an intermediary for marketing, selling and distributing Suntech Group manufactured products. TARGA RESOURCES: Moody's Rates New Unsecured $800MM Notes 'Ba2' --------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Targa Resources Partners LP's proposed $800 million senior unsecured notes due 2018. The bonds were co-issued by Targa Resources Partners Finance Corporation. Targa's other ratings remain unchanged and the outlook remains positive. Net proceeds from the senior notes offering, along with borrowings under Targa's revolver, will be used to fund its tender offer of $1.55 billion of senior notes of Atlas Pipeline Partners, L.P. (APL). Concurrently, it is expected to upsize its revolver to $1.6 billion from $1.2 billion. "The tender offer and the notes offering will enable Targa Resources Partners to remove Atlas Pipeline Partners' reporting requirements, covenants, and change of control put rights for APL's noteholders if the acquisition closes by the end of first quarter, as expected," said Arvinder Saluja, Moody's Vice President. Assignments: Issuer: Targa Resources Partners LP Senior Unsecured $800 million Regular Bond/Debenture (Local Currency), Assigned Ba2, LGD4 Ratings Rationale The proposed notes are unsecured and rank pari-passu with Targa's existing senior usecured notes. Unsecured noteholders have a subordinated claim to Targa's assets behind the senior secured revolving credit facility and the accounts receivable securitization facility. Given the substantial amount of priority-claim secured debt in the capital structure, the notes are rated Ba2, one notch below the Ba1 Corporate Family Rating (CFR) under Moody's Loss Given Default Methodology. Targa's Ba1 Corporate Family Rating (CFR) is supported by its scale and baseline EBITDA generation, track record of strong execution of growth projects, and relatively high proportion of fee-based margin contribution even after incorporating APL's margin mix. In addition, Targa will benefit from APL's recent acquisitions, organic expansion projects and complementary geographic footprint in Texas and Oklahoma. Targa has increased geographic diversification, improved business diversification through entry into crude oil gathering, and grown fee-based business. As a number of growth projects came online in 2013 and 2014, its distribution coverage, which remained under 1.0x for a portion of 2013, also improved with the cash flow from these projects. These positive attributes are tempered by material exposure to the gathering and processing business, intensified weakness mainly in natural gas liquids (NGL) and crude oil markets, commodity price and volume risks, and its historically aggressive distribution policies. While the proposed offering does not change the anticipated post-acquisition consolidated debt (including Targa, APL, and Targa Resources Corp debt), weaker industry fundamentals due to the lower commodity price environment will result in Targa's leverage moving closer to 4.5x in 2015. However, Moody's believe there will be enough organic growth and synergy opportunities over the next 12-18 months that will help reduce leverage. Targa's positive outlook reflects Moody's expectation that it will remain committed to reducing leverage and achieve its projected EBITDA in 2015. If leverage is sustained above 4.5x beyond 2015, the outlook may be changed to stable. An upgrade to Baa3 will be considered if Moody's expect Targa to sustain leverage near 4x and continue to increase the proportion of fee-based revenues and EBITDA. The CFR could be downgraded if Targa's Debt/EBITDA rises over 5x because of a leveraging transaction and/or weaker than expected earnings. The principal methodology used in these ratings was Global Midstream Energy published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Targa Resource Partners LP is a mid-sized midstream master limited partnership headquartered in Houston, Texas. TARGA RESOURCES: S&P Assigns 'BB+' Rating on New Sr. Notes Due 2018 ------------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB+' issue-level rating and '4' recovery rating to Targa Resources Partners L.P.'s and Targa Resources Partners Finance Corp.'s proposed senior unsecured notes due 2018. The '4' recovery rating indicates S&P's expectation of average (30% to 50%) recovery if a payment default occurs. S&P's recovery expectations are in the upper half of the 30% to 50% range. The partnership intends to use net proceeds, together with borrowings under its revolving credit facility, to fund the tender offer for Atlas Pipeline Partners L.P.'s $1.55 billion of senior unsecured notes. As of Dec. 31, 2014, Targa had about $1.15 billion available under its secured credit facility and total balance sheet debt of about $3 billion. Houston-based Targa is a midstream energy partnership that specializes in natural gas gathering and processing, fractionating and distributing natural gas liquids, and crude oil logistics. S&P's corporate credit rating on Targa is 'BB+' and the outlook is stable. RATINGS LIST Targa Resources Partners L.P. Corp credit rating BB+/Stable/-- New Ratings Targa Resources Partners L.P. Targa Resources Partners Finance Corp. Sr unsecd notes due 2018 BB+ Recovery rating 4 TARGET CANADA: Obtains Initial Order to Commence CCAAA Proceedings ------------------------------------------------------------------ Target Corporation disclosed that Target Canada Co. has obtained an Initial Order from the Ontario Superior Court of Justice (Commercial List) for creditor protection under the Companies' Creditors Arrangement Act ("CCAA") on Jan. 15, 2015. The Initial Order authorizes Target Canada to begin a court-supervised wind-down of its Canadian businesses. It also provides for a broad stay of proceedings against Target Canada and authorizes Target Corporation to provide a debtor-in-possession credit facility of US$175 million to finance Target Canada's operations during the CCAA proceedings. Under the terms of the Initial Order, Alvarez & Marsal will serve as the Court-appointed Monitor of Target Canada. Aaron Alt, most recently Target Corporation's senior vice president and Treasurer, has been named Chief Executive Officer of Target Canada to execute the wind-down process under the supervision of the Monitor and the Court. Target Canada stores will remain open during the liquidation process. The Court also approved a C$70 million (approximately US$59 million) Employee Trust for the benefit of employees of Target Canada. This trust will help ensure fair treatment of Target Canada's 17,600 employees during the wind-down. The Initial Order also appointed representative counsel for Target Canada employees in the CCAA proceedings. In addition, the Court also approved the engagement of Lazard who will advise Target Canada on the sale of its real estate portfolio. "We do not take lightly the impact that our decision to discontinue operations in Canada will have on Target Canada's team members who have worked tirelessly to make improvements to the guest experience. That is why we took the unique step of establishing the Employee Trust," said Brian Cornell, Target Corporation Chairman and CEO. "While this is a difficult decision, we believe it is the right one for Target. We had great expectations for Canada but our early missteps proved too difficult to overcome." Target Corporation has filed a Form 8-K, which details the financial implications of this decision. Target Corporation -- http://www.target.com/-- is engaged in providing everyday essentials and fashionable, and differentiated merchandise at discounted prices. The Company operates in two segments: U.S. and Canadian. The U.S. Segment includes all of its the United States retail operations, including digital sales. The Canadian segment offers retail operations in Canada. The Company's owned brands include Archer Farms, Gilligan & O'Malley, Sutton & Dodge, Simply Balanced, Market Pantry, Threshold, Boots & Barkley, Merona, up & up, CHEFS, Room Essentials, Wine Cube, Circo, Smith & Hawken, Xhilaration, Embark and Spritz, among others. Target operates through a network of approximately 1,801 stores. The Company sells an assortment of general merchandise and food. The Company's general merchandise and City Target stores offer an edited food assortment, including perishables, dry grocery, dairy and frozen items. TARGET CANADA: Parent to Provide $175MM DIP Facility for CCAA ------------------------------------------------------------- Target Corporation disclosed that it plans to discontinue operating stores in Canada through its indirect wholly-owned subsidiary, Target Canada Co. As a part of that process, on Jan. 15 Target Canada filed an application for protection under the Companies' Creditors Arrangement Act (the "CCAA") with the Ontario Superior Court of Justice (Commercial List) in Toronto. "When I joined Target, I promised our team and shareholders that I would take a hard look at our business and operations in an effort to improve our performance and transform our company. After a thorough review of our Canadian performance and careful consideration of the implications of all options, we were unable to find a realistic scenario that would get Target Canada to profitability until at least 2021. Personally, this was a very difficult decision, but it was the right decision for our company. With the full support of Target Corporation's Board of Directors, we have determined that it is in the best interest of our business and our shareholders to exit the Canadian market and focus on driving growth and building further momentum in our U.S. business," said Brian Cornell, Target Corporation Chairman and CEO. Target Canada currently has 133 stores across the country and employs approximately 17,600 people. To ensure fair treatment of Target Canada employees, Target Corporation is seeking the Court's approval to voluntarily make cash contributions of C$70 million (approximately US$59 million) into an Employee Trust. Upon approval by the Court, the proposed trust would provide that nearly all Target Canada-based employees receive a minimum of 16 weeks of compensation, including wages and benefits coverage for employees who are not required for the full wind-down period. Target Canada stores will remain open during the liquidation process. As part of its application, Target Canada is seeking the appointment of Alvarez & Marsal Canada as Monitor in the CCAA proceedings to oversee the liquidation and wind-down process for Target Canada and its subsidiaries. Subject to Court approval, Target Corporation has committed to provide a US$175 million debtor-in-possession credit facility to finance Target Canada's operations during the CCAA proceedings. Target Canada is also seeking Court approval to engage Lazard to advise Target Canada in connection with the sale of its real estate assets. "The Target Canada team has worked tirelessly to improve the fundamentals, fix operations and build a deeper relationship with our guests. We hoped that these efforts in Canada would lead to a successful holiday season, but we did not see the required step-change in our holiday performance," said Mr. Cornell. "There is no doubt that the next several weeks will be difficult, but we will make every effort to handle our exit in an appropriate and orderly way." As a result of the CCAA filing, Target Corporation has determined that Target Canada and its subsidiaries will be deconsolidated from Target Corporation's financial statements as of the date of the filing. Target Corporation expects to report approximately $5.4 billion of pre-tax losses on discontinued operations in the fourth quarter of 2014, driven primarily by the write-down of the Corporation's investment in Target Canada, along with costs associated with exit or disposal activities and quarter-to-date Canadian Segment operating losses prior to the Jan. 15 filing. Target Corporation expects to report approximately $275 million of pre-tax losses on discontinued operations in fiscal 2015. Target Corporation's cash costs to discontinue Canadian operations are expected to be $500 million to $600 million, most of which will occur in the Company's 2015 fiscal year or later. The Company has sufficient resources to fund these expected costs, including cash on hand and ongoing cash generation by its U.S. business. Target Corporation expects this decision will increase its earnings in fiscal 2015 and beyond, and increase its cash flow in fiscal 2016 and beyond. As a result of the decision announced on Jan. 15, Target Corporation will operate as a single segment that includes all U.S. operations. Beginning with the Company's fourth quarter 2014 financial results, Target will report adjusted earnings per share reflecting operating results from its U.S. operations, excluding discontinued Canadian operations, the impact of the reduction of the beneficial interest asset recognized in connection with the 2013 sale of the Company's U.S. consumer credit card portfolio, net expenses related to the 2013 data breach, and the resolution of certain tax matters. Update on expected fourth quarter U.S. performance Based on performance through November and December, Target Corporation now expects to report fourth quarter 2014 U.S. comparable sales of approximately 3 percent, better than prior guidance of approximately 2 percent, driven primarily by increased traffic and stronger-than-expected digital sales. The Company expects to report fourth quarter adjusted EPS, reflecting results from continuing operations, of $1.43 to $1.47, about 6 cents ahead of expectations for U.S. Segment performance at the beginning of the quarter. The Company is not able to provide an estimate of its expected fourth quarter 2014 GAAP EPS. However, GAAP results are expected to include: Losses related to liquidation of Target Canada, as described above, net of taxes Net expenses related to the 2013 data breach, which are not expected to be material Impact of the reduction of the beneficial interest asset recognized in connection with the 2013 sale of the Company's credit card portfolio, which is expected to reduce GAAP EPS by approximately 2 cents Target Corporation -- http://www.target.com/-- is engaged in providing everyday essentials and fashionable, and differentiated merchandise at discounted prices. The Company operates in two segments: U.S. and Canadian. The U.S. Segment includes all of its the United States retail operations, including digital sales. The Canadian segment offers retail operations in Canada. The Company's owned brands include Archer Farms, Gilligan & O'Malley, Sutton & Dodge, Simply Balanced, Market Pantry, Threshold, Boots & Barkley, Merona, up & up, CHEFS, Room Essentials, Wine Cube, Circo, Smith & Hawken, Xhilaration, Embark and Spritz, among others. Target operates through a network of approximately 1,801 stores. The Company sells an assortment of general merchandise and food. The Company's general merchandise and City Target stores offer an edited food assortment, including perishables, dry grocery, dairy and frozen items. TARGET CORP: Canada Unit's Collapse Triggered by Quick Expansion ---------------------------------------------------------------- Law360 reported that experts said Target Corp.'s surprising decision to cut ties with Canada and put its 133 Canadian stores into bankruptcy provides a textbook example of the danger retailers face when expanding too quickly into another country without giving themselves time to iron out basic supply problems all merchants face. According to Law360, the move, announced on Jan. 15, will mean the loss of approximately 17,600 jobs and result in $5.4 billion in pretax losses for the fourth quarter ending Jan. 31 -- a figure that includes some $200 million in operating losses. The Troubled Company Reporter, on Jan. 16, reported that Target Canada Co., Target's division in that country, has filed for bankruptcy protection under the Companies' Creditors Arrangement Act with the Ontario Superior Court of Justice in Toronto. The announcement comes only four years after Target made headlines for acquiring the leases of 220 locations that essentially constituted the Canadian discounter formerly known as Zellers, from Hudson's Bay Co. for $1.8 billion, the TCR said, citing The Deal. TRAINOR GLASS: Clawback Suit Against Subcontractor Goes to Trial ---------------------------------------------------------------- Phillip Van Winkle, the trustee for the Trainor Liquidating Trust, sued 3Form, Inc., to avoid certain transfers. Trainor Glass Co. was a subcontractor on many building projects around the country. 3Form was one of Trainor's subcontractors. Trainor paid 3Form for its work on a construction project for the State of Utah in the 90 days before Trainor filed for bankruptcy. Trainor in February 2012 sent 3Form two checks totaling $133,000 to pay it in full for its work on the project. The trustee seeks to avoid the transfers as preferential under 11 U.S.C. Sec. 547. 3Form has moved for summary judgment, arguing that the trustee cannot prove an essential element of his claim -- that the bankruptcy estate was diminished by the payment to 3Form. It also contends that it will prevail on its affirmative defense based on a contemporaneous exchange for new value. 3Form is correct that the trustee must prove that the estate was diminished by the transfers to 3Form, and that 3Form provided new value for purposes of its defense based on a contemporaneous exchange for new value. "There are questions of material fact regarding each issue, however, so summary judgment must be denied," Bankruptcy Judge Carol A. Doyle said in her Jan. 14, 2015 Memorandum Opinion available at http://is.gd/WZ6Idtfrom Leagle.com. The case is, Phillip Van Winkle, as Liquidating Trustee for the Trainor Liquidating Trust, Plaintiff, v. 3Form, Inc., Defendant, Adv. Proc. No. 13 A 00389 (Bankr. N.D. Ill.). About Trainor Glass Trainor Glass Company, doing business as Trainor Modular Walls, Trainor Solar, and Trainor Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012. Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a residential glass business in Chicago, Illinois. Trainor's business model was focused on quality fabrication, design, engineering, and installation of glass products and framing systems in virtually every architectural application, including (a) new construction, (b) green-building solutions, (c) building rehabilitation, (d) storefronts and entrances, (e) tenant interiors, and (f) custom-specialty work. The Hon. Carol A. Doyle oversees the Chapter 11 case. George P. Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick, Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel. Thomas, Feldman & Wilshusen LLC serves as the Debtor's local Texas counsel. The Police Law Group serves as local Michigan counsel. Arnold & Arnold, LLP, serves as local Colorado counsel. Thompson Hine LLP serves as local Maryland counsel. Kasimer & Annino, P.C., serves as local Virginia counsel. High Ridge Partners, Inc., serves as the Debtor's financial consultant. The Debtor has tapped Cole, Martin & Co., Ltd., to render certain auditing services related to the Debtor's 401(k) and profit sharing plan. The Debtor scheduled $14.3 million in assets and $64.8 million in liabilities. A three-member official committee of unsecured creditors has been appointed in the case. The committee retained Sugar Felsenthal Grais & Hammer LLP as counsel. TRANSGENOMIC INC: To Launch ICE COLD-PCR Product Line in Q1 ----------------------------------------------------------- Transgenomic, Inc., announced that the commercial launch of its Multiplexed ICE COLD-PCR (MX-ICP) product line is scheduled in the first quarter of 2015. MX-ICP is an ultra-high sensitivity DNA amplification technology that allows the simultaneous detection of multiple mutations in multiple genes from either tumor or liquid samples, such as blood or urine, on all platforms. Multiplexed ICE COLD-PCR delivers major advantages compared to current sequencing technologies used on their own. It delivers at least a 100-fold improvement in sensitivity, detecting previously unknown genetic alterations along with those that are already known. Its ultra-high sensitivity makes it feasible to conduct comprehensive genomic analyses using either tissue or liquid biopsies, by accurately analyzing cell-free tumor DNA circulating in the blood or other bodily fluids. Importantly, MX-ICP is platform agnostic--it works on all the sequencing platforms found in labs today, greatly enhancing the sensitivity of next-generation sequencing, Digital PCR, Sanger, and other platforms. MX-ICP is easy to use, is highly reliable and is easily implemented, requiring minimal disruption to current sequencing processes or procedures. Paul Kinnon, president and chief executive officer of Transgenomic commented, "Personalized cancer treatment is an idea whose time has come, as our rapidly increasing ability to understand the disease based on its distinctive genomic features is matched by advances in detection and monitoring technologies and innovative new therapies. We accordingly are pleased to announce that we will be launching our Multiplexed ICE COLD-PCR technology this quarter, since we believe that MX-ICP is the first technology that can make personalized medicine a practical reality. Its ultra-high sensitivity, ability to work in tandem with all current sequencing technologies, ease of use, and cost effectiveness have the potential to ensure that the benefits of personalized cancer therapy become widely available to cancer researchers and drug developers, as well as to patients and their healthcare providers." Mr. Kinnon continued, "Since MX-ICP is broadly applicable to cancer research, drug discovery and development, and ultimately, to patient care, we intend to work with a wide range of partners and collaborators globally to ensure rapid dissemination and uptake of the technology. We are pleased with the high level of interest expressed to date by potential partners and expect to announce a number of commercial agreements over the remainder of the year." For more information on Transgenomic's Multiplexed ICE COLD-PCR technology, visit www.transgenomic.com/pharma-services/technology/ice-cold-pcr. On Jan. 13, 2015, the chief executive officer of Transgenomic presented at the OneMed Conference in San Francisco, California regarding the Company's Multiplexed ICE COLD-PCRTM product line and its product and commercial roadmap for 2015. A copy of the investor presentation is available for free at: http://is.gd/rjLeXX About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. The Company reported a net loss available to common stockholders of $16.7 million in 2013, a net loss available to common stockholders of $8.98 million in 2012 and a net loss available to common stockholders of $10.8 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $30.8 million in total assets, $20.6 million in total liabilities and $10.2 million in stockholders' equity. TRAVELPORT WORLDWIDE: Appoints Thomas Murphy as General Counsel --------------------------------------------------------------- Travelport has appointed Thomas Murphy as its general counsel. Mr. Murphy, whose appointment is with immediate effect, brings more than 16 years of experience as in-house legal counsel, having most recently served as general counsel and Company secretary at William Hill plc. Gordon Wilson, president and CEO of Travelport, said: "Thomas' experience working as General Counsel in publicly listed companies, with an international business dimension, across multiple regulatory environments make him a significant addition to our global management team as we continue to grow Travelport with our focus on redefining travel commerce." Thomas Murphy added: "I am delighted to be joining a business that is driving real change in its industry and continuously looking at ways to innovate and improve its offering and operations, from the way that airline, hotel and other travel products are distributed, to the way in which B2B payments are made for these services. I very much look forward to working with the team to play a role in continuing the momentum that Travelport has achieved." During his eight year tenure at William Hill plc, one of the leading bookmakers in the UK, with a market value in excess of USD 4 billion, major operations in nine countries and listed on the London Stock Exchange, Murphy was General Counsel and also recently Head of Business Systems. He was responsible for its regulated US gaming businesses based out of Las Vegas. Previous roles have included General Counsel and Company Secretary of RHM, a leading food business sold to Premier Foods in 2007; General Counsel of the Automobile Association, then part of Centrica. Originally qualified as a barrister in England and Wales, he was also a Solicitor with Clifford Chance, a leading, London-based global law firm, and spent a period outside the law in financial analysis with HSBC. The appointment of Murphy as general counsel follows the previously announced appointment of Matthew Minetola as chief information officer in December. Both report directly to the President and CEO of Travelport, Gordon Wilson. About Travelport Worldwide Travelport Worldwide Limited is a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. The Company's balance sheet at Sept. 30, 2014, showed $2.99 billion in total assets, $3.20 billion in total liabilities and a $210 million total deficit. * * * As reported by the TCR on Sept. 8, 2014, Standard & Poor's Ratings Services raised to 'B-' from 'CCC+' its long-term corporate credit ratings on U.K.-based travel services provider Travelport Worldwide Limited and its new wholly owned financing entity, Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance). The outlook is stable. U.S. COAL: $3.5-Mil. Factoring Agreement with Porter Approved ------------------------------------------------------------- U.S. Bankruptcy Judge Tracey N. Wise has authorized JAD Coal Company, Inc., and its affiliates to increase the first-priority, secured postpetition financing in the form of a $3.5 million factoring agreement with Porter Capital Corporation. The automatic stay is also modified to allow Porter and the JAD Debtors to take actions as necessary to finalize the Factoring Agreement transaction. In the years prior to the Petition Date, the Debtors had a $10,000,000 line of credit with the Commercial Bank, but the Debtors have been denied access to that line of credit since early 2014. As part of their overall strategy to reorganize and emerge from bankruptcy, the Debtors have determined in their business judgment that it is necessary to obtain new lines of credit that will assist the Debtors with operating expense needs and working capital. Porter previously agreed to provide the JAD Debtors (JAD, Fox Knob, and Sandlick Coal Company, LLC) with separate factoring agreement financing. Porter has also agreed to provide the Licking River Debtors with separate factoring agreement financing whereby Porter would pay the Licking River Debtors 80 percent of the value of accounts receivable sold under the Factoring Agreement up to a maximum amount of $3.50 million. Provided that there were no outstanding chargebacks or disputes, Porter will pay the reserve (i.e. 20%), less any sums due to Porter, to the Licking River Debtors. The Factoring Agreement specifically requires that the Licking River Debtors agree that the automatic stay under 11 U.S.C. Sec. 362 will be deemed lifted with respect to the enforcement of all liens granted to Porter, and also that the stay shall be modified such that, upon default or other termination of the lending arrangement with the Licking River Debtors, Porter may exercise its rights and remedies without a separate order of this Court lifting the stay. The salient terms of the Factoring Agreement are: a) Total Dollar Amount Requested: $3.50 million based on 80% of the accounts receivable sold pursuant to the Factoring Agreement. b) Use of Funds and Proposed Budget: Proceeds of the Factoring Agreement shall be used to fund post-Relief Date operating expenses and working capital needs of the Licking River Debtors. c) Summary of Line of Credit Terms: Upon Court approval, Porter will factor the Licking River Debtors' accounts receivable. The Factoring Agreement will bear interest at a fixed rate of 12.75% per annum. The origination fee for obtaining the Factoring Agreement is 1.5% of the line amount, and the due diligence fee is $1,500.00. d) Superpriority Administrative Expense Claim: Upon Court approval and upon the Debtors' execution of the Factoring Agreement Documents and the issuance of the Factoring Agreement, Porter shall be granted a super priority administrative expense claim effective as of the date of the issuance of the Factoring Agreement against the Licking River Debtors. The Bankruptcy Court ordered the JAD Debtors to deposit $6,700 into the escrow account of Nixon Peabody LLP as a reserve for adequate protection for Pryor Cashman LLP's asserted prepetition liens and/or other interests in the Collateral. Pryor & Cashman Objection Pryor Cashman LLP, a secured creditor in the above-captioned bankruptcy cases, earlier submitted an objection to the Debtors' DIP Financing Motion. In accordance with, inter alia, the terms of a Secured Promissory Note, the Debtors became indebted jointly and severally to Pryor Cashman in the amount of $2,204,714.13, with interest to accrue at the rate of 11%. The Debtors agreed to a repayment schedule, incorporated into the Note, which required them to make an initial payment of $600,000 on March 4, 2013, followed by regular monthly payments beginning on March 15, 2013, and ending on June 15, 2017. At the time of the commencement of these bankruptcy cases, the Note had a balance of approximately $1.8 million plus accrued and unpaid interest. The Debtors have scheduled the debt owed to Pryor Cashman as a secured debt in the amount of approximately $1.8 million. Although the Debtors have obtained authority to use cash collateral, including the cash collateral of Pryor Cashman, they are not currently making any adequate protection payments to Pryor Cashman. However, other secured creditors who also claim a security interest in the JAD Debtors' assets, are receiving up to $50,000 per month in adequate protection payments (in the form of reimbursement for legal fees) . The Debtors now seek authority to sell up to $2 million of the JAD Debtors' accounts receivable to Porter free and clear of all liens pursuant to the terms of the Factoring Agreement. Upon Court approval of the Motion and the Debtors' execution of the Factoring Agreement, Porter would be granted a super priority administrative expense claim, and first priority liens on the JAD Debtors' accounts receivable, proceeds of such accounts and inventory effective as of the date of the issuance of the Factoring Agreement. Although Porter's super priority administrative claim and first priority liens would effectively prime Pryor Cashman's security interest in the Collateral, the Debtors do not propose to provide Pryor Cashman with any form of adequate protection to account for any resulting diminution in Pryor Caslunan's interest in the Collateral. Notwithstanding that the Debtors seek to prime Pryor Cashman's liens in the Collateral, the Debtors propose to provide Pryor Cashman with no further adequate protection of any kind. Rather, the Debtors cursorily assert that Pryor Cashman will be adequately protected because the Factoring Agreement will afford the Debtors the financing and working capital needed to ensure that their operations continue smoothly. The Debtors would contend that any secured party whose liens are primed by a factor always are adequately protected because the factor would provide the debtor with much needed liquidity. This contention is nonsensical. Thus, if the Motion is approved, Pryor Cashman would be the only secured creditor of the JAD Debtors that is not receiving adequate protection payments. Pryor Cashman does not believe that the Motion is fair or reasonable with respect to the treatment of Pryor Cashman's security interest in the Collateral, and the proposed post- petition financing arrangement does not adequately protect that interest. Licking River Responds The Debtors have satisfied all the conditions imposed on a debtor seeking post-petition financing under Section 364. Notably, no party in interest has objected to the terms of the proposed financing nor has any concern been raised as to whether this financing is necessary. Pryor Cashman has only argued that as a result of its liens being primed on the Factoring Agreement Collateral (as defined in the Factoring Agreement), it is no longer adequately protected. Given the Debtors' current financial condition and the pending Chapter 11 cases, the Debtors believe that any sources of comparable credit, obtainable quickly and on reasonable terms, are extraordinarily limited. The Debtors do not believe that they could obtain the requisite debtor-in-possession financing on terms better than those provided by the Factoring Agreement. The Debtors maintain that, to the extent that a secured creditor whose lien the Debtors propose to prime does not consent to the priming of its lien, the Debtors have provided secured creditor's interests with adequate protection under 11 U.S.C. § 364(d)(1)(B). The Senior Lien Claimants have all consented to having their liens on the Factoring Agreement Collateral primed by the liens of Porter to secure the proposed DIP Loan. The Senior Lien Claimants have further agreed that their interests will continue to be adequately protected, even after the Factoring Agreement is obtained. Pryor Cashman is the only party claiming a security interest in the Factoring Agreement Collateral that has not consented to the relief. By the Objection, Pryor Cashman argues that its position is at risk and that, as such, it is entitled to additional adequate protection in the form of monthly payments of no less than $6,700. As Pryor Cashman notes in the Objection, to the extent approved in subsequent cash collateral budgets, the Debtors propose to pay ECM I, ECM II, Goodwin and Goggin adequate protection payments until a Chapter 11 plan is confirmed in these bankruptcy cases. The Debtors maintain, however, that the timely payment of adequate protection amounts towards these senior liens will, in turn, provide adequate protection to Pryor Cashman's junior lien. 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. U.S. COAL: Seeks Approval of IPFS Premium Finance Agreement ----------------------------------------------------------- Licking River Resources, Inc., and its debtor-affiliates filed a motion asking the Bankruptcy Court for authority to enter into and perform under a Premium Finance Agreement with IPFS Corporation. The Debtors also seek authority to make all the required payments and grant first-priority liens and security interests. In the ordinary course of their businesses, the Debtors maintain multiple types of insurance. As the parent entity, U.S. Coal has historically obtained policies providing coverage for certain of the related Debtors as applicable and necessary. When larger policies are required, U.S. Coal has historically financed the premiums. The Debtors' automobile, general liability, and umbrella policies were set to expire on Dec. 31, 2014, if they were not renewed. The Debtors have worked diligently with their insurance broker to obtain the requisite insurance policies and to obtain financing for the related premiums. After considering all potential options, the Debtors have determined in the exercise of their business judgment that it is in the best interests of their estates, creditors, and all other parties in interest to obtain the requisite automobile, general liability, and umbrella insurance policies identified in the Agreement from Great Midwest Insurance Co. / HIIG Underwriters Agency Inc. and to finance the related premiums under the Agreement with the Lender. Under the terms of the Agreement, the financed premiums for the Policies total $242,000. Debtor U.S. Coal is required by the Agreement to make a required cash down payment of $72,600, leaving a balance of $169,000 to be financed by the Lender. Following the Down Payment, the Agreement requires U.S. Coal to pay eight monthly installments of $21,800 to the Lender beginning on Feb. 1, 2015. The installments will accrue interest at a rate of 7.40%, which will yield a total financing charge of $4,730. To secure payment of all amounts due under the Agreement, the Lender will be granted a security interest in all right, title, and interest to the Policies, including: (a) all money that is or may be due insured because of a loss under such policy that reduces the unearned premiums (subject to the interest of any applicable mortgagee or loss payee); (b) any unearned premium under each such policy; and (c) interests arising under a state guarantee fund. To ensure there would be no lapse in coverage while the Agreement and insurance premium financing contemplated thereunder were presented to this Court, the Debtors renewed the Polices in December and will pay the Lender $24,200 by Dec. 30, 2014 to confirm that renewal, both in the ordinary course of their business. This payment amount will be credited against the Down Payment of $72,600 required by the Agreement if the Agreement is approved. The Lender has specifically conditioned its consent to enter into the Agreement upon the Debtors' agreement to the following terms contemplated in the proposed order tendered herewith, which are acceptable to the Debtors: a) The Agreement grants the Lender a lien and security interest in any unearned premium under the Policies identified in the Agreement. Prior to its entry into the Agreement, the Lender requires that the Court shall have ordered that the Lender's lien and security interest in all unearned premiums under the Policies identified in the Agreement shall be senior to any security interests and/or liens on those assets granted to any other secured creditors in the Debtors' cases. b) The Agreement grants the Lender a lien and security interest in all loss payments under the Policies that reduce unearned premiums. Prior to its entry into the Agreement, the Lender requires that the Court shall have ordered that the Lender's lien and security interest in any loss payments under the Policies shall be senior to any security interests and/or liens on those assets granted to any other secured creditors in the Debtors' cases, but shall be subject to the interest of any mortgagees or other payees. c) Prior to its entry into the Agreement, the Lender requires that the Court will have ordered that the Lender's liens and security interests shall be deemed fully perfected without further action by the Lender after entry of an order granting the Motion. d) In the event of a default by the Debtors in making the monthly payments under the Agreement, but subject to a 10- day notice and cure period, the Agreement allows the Lender to cancel the insurance Policies identified in the Agreement and apply to the Debtors' account the unearned premiums and, subject to the rights of mortgagees or other loss payees, any loss payments which reduce the unearned premiums. Prior to its entry into the Agreement, the Lender requires that the Court shall have ordered that the Lender may exercise its rights under the Agreement in the event of such default without moving for relief from the automatic stay of 11 U.S.C. Sec. 362 and without further order of the Court. e) Prior to its entry into the Agreement, the Lender requires that the Court shall have ordered that, in the event that unearned premiums or other amounts due under the Policies are insufficient to pay the total amount owing by the Debtors to the Lender, any remaining amount owing to the Lender, including reasonable attorneys' fees and costs, will be deemed an administrative expense of these Estates entitled to priority over any and all administrative expenses of the kind specified in 11 U.S.C. Sec. 503(b) or 507(b), pursuant to 11 U.S.C. Sec. 364(c)(1), whether incurred in the Debtors' Chapter 11 cases or after conversion of the cases to cases under Chapter 7 of the Bankruptcy Code. f) Prior to its entry into the Agreement, the Lender requires that the Court shall have ordered that any monies due under the Agreement not otherwise satisfied through unearned premiums or through payment of an allowed administrative claim filed by the Lender will not be subject to discharge or release in the Chapter 11 proceedings or any corresponding Chapter 7 proceedings, notwithstanding any provision to the contrary set forth in any Chapter 11 Plan or Confirmation Order entered in the Chapter 11 cases. The Debtors believe that the terms are commercially fair reasonable and appropriate under the circumstances and that the Lender is extending financing under the Agreement in good faith. 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. The Debtors are represented by Amelia Martin Adams, Esq., and Laura Day DelCotto, Esq. of Delcotto Law Group PLLC; and Dennis J. Drebsky, Esq., and Christopher M. Desiderio, Esq., of Nixon Peabody LLP. UNDERGROUND ENERGY: California Judge Slashes Cooley LLP Fees ------------------------------------------------------------ Bankruptcy Judge Peter H. Carroll granted, in part, and denied, in part, the First and Final Application of Cooley LLP for Compensation and Reimbursement of Expenses as Attorneys for the Official Committee of Unsecured Creditors in the Chapter 11 case of Underground Energy Inc. Cooley LLP, former counsel to the Committee, seeks final allowance of $769,000 in attorneys' fees, plus $19,300 in expenses, for a total of $788,000, for the period of April 29, 2013 through Dec. 10, 2014.1 Underground Energy, the Committee, and the United States trustee object to allowance and payment of the fees and expenses sought in the Application. "The court will sustain, in part, and overrule, in part, the objections to the Application and allow as final compensation the sum of $747,913.82 in reasonable attorneys' fees, plus $16,272.87 in expenses, for a total of $764,186.69," Judge Carroll said in his January 14, 2015 Memorandum Decision is available at http://is.gd/RBe8rFfrom Leagle.com. About Underground Energy Corporation Underground -- http://www.ugenergy.com-- is focused on developing its Zaca Field Extension Project in Santa Barbara County, California. In total, Underground currently holds mineral rights on approximately 21,300 net acres of prospective lands in California and Nevada with an initial focus on the Monterey Shale in California. Underground Energy filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-10563) in Santa Barbara, California, on March 4, 2013. Los Olivios, California-based Underground Energy is the operating unit of California oil explorer and developer Underground Energy Corp. It disclosed about $2.5 million in assets and about $4.1 million in debt. US BENTONITE: SSG Capital Acted as Investment Banker in Asset Sale ------------------------------------------------------------------ SSG Capital Advisors, LLC ("SSG") acted as the investment banker to US Bentonite, Inc., Rock Springs Mineral Processing, Rock Springs Properties, Inc. and Bucknum Properties, Inc. in the sale of substantially all of its assets to an affiliate of Tolsa S.A., a Madrid-based mineral products company with over 20 mining operations worldwide. The sale was consummated through a 11 U.S.C. Sec. 363 process approved by the U.S. Bankruptcy Court for the District of Wyoming. The transaction closed in December 2014. US Bentonite was founded in 2001 to acquire, mine, process and market high quality Wyoming sodium bentonite and related products and technologies. The Company's mineral reserves are contained on approximately 22,000 acres with an estimated 44 million tons. In order to provide a reliable and permanent power supply to US Bentonite's new processing facility in Bucknum, WY, the Company was in direct dialogue with its electricity supplier on the construction of a permanent substation. A subsequent dispute over the cost of the substation and US Bentonite's proposed contribution to its construction resulted in the supplier threatening to disconnect all power. US Bentonite filed for bankruptcy in order to maintain power and continue production at the facility. US Bentonite Processing sought Chapter 11 protection (Bankr. D. Wyo. Case No. 13-20211) on March 14, 2013, in Cheyenne, Wyoming. The case is assigned to Judge Peter J. McNiff. The Debtor tapped Bradley T. Hunsicker, Esq., at Winship & Winship, P.C., as counsel. The Debtor estimated $1 million to $10 million in assets and debt. SSG was retained as US Bentonite's investment banker in July 2014 to explore a sale of substantially all of the Company's assets. Working closely with the Company's COO, Dave Kinghorn, SSG marketed the Company to a broad spectrum of industry and financial parties, both domestically and internationally, to find a strategic partner with a significant capital base to grow the business and ensure long-term viability. In August 2014, a stalking horse bidder was approved for the Company's assets and a 363 auction was scheduled for September 2014. During the interim, SSG aggressively re-marketed the stalking horse bid and as a result, received a qualified overbid from Tolsa S.A. Tolsa S.A. was ultimately the winner of the 363 auction and the transaction closed in December 2014. SSG's ability to move quickly and access key international industry players enabled stakeholders to maximize the value of the Company and preserve US Bentonite as a going concern. Other professionals who worked on the transaction include: -- Bradley T. Hunsicker of Winship & Winship, P.C., counsel to US Bentonite, Inc. and debtor affiliates; -- James M. Sullivan of Moses & Singer LLP, counsel to Tolsa S.A., and -- James T. Markus of Markus Williams Young & Zimmermann LLC, counsel to secured bondholders. About SSG Capital Advisors SSG Capital Advisors is a boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. It provides its clients with advisory services in the areas of mergers and acquisitions, private placements, financial advisory, financial restructurings and valuations. US CAPITAL: Tangshan Ganglu Wants Ch 7 Case Converted to Ch 11 -------------------------------------------------------------- Brian Bandell, senior reporter at South Florida Business Journal, reports that China-based Tangshan Ganglu Iron & Steel Co filed a motion on Jan. 15, 2015, to convert US Capital/Fashion Mall, LLC's Chapter 7 case to one under Chapter 11, which could halt the sale of shuttered Fashion Mall at 321 N. University Drive, Plantation, Florida. Business Journal relates that US Capital already got approval to hire CBRE to find a buyer for the property. Business Journal recalls that Tangshan Ganglu, which owns the other 99% US Capital, was in the midst of a lawsuit against Wei Chen, who manages the Debtors and owns 1%, seeking to wrest control of US Capital away from him, claiming that it has invested more than $186 million into the stalled, 32.1-acre redevelopment since 2004. Tangshan Ganglu said in court documents, "Mr. Chen did not consult Ganglu in the decision to seek bankruptcy protection nor did he consult Ganglu in the decision to seek relief under Chapter 7. The Debtors are not, however, entities that should be liquidated. They should be reorganized." According to Business Journal, Tangshan Ganglu proposed to infuse the Debtors with $7 million to $10 million in cash to fund their administrative expenses and pay their undisputed claims, and would set aside a reserve to fund for a disputed construction lien. Tangshan Ganglu, says Business Journal, proposed to retain Kenneth A. Welt as the bankruptcy trustee. "Ganglu should at the very least have the opportunity to try to reorganize the entities into which it has already invested nearly $200 million," Tangshan Ganglu said in court documents. Tangshan Ganglu filed a motion for corporate dissolution in state court that was essentially a liquidation, so it's a completed 180 degree turn for that company to demand a reorganization, Business Journal reports, citing Thomas Messana, Esq., the attorney for U.S. Capital. The report quoted Mr. Messana as saying, "That is the state court equivalent of Chapter 7, so when I filed Chapter 7, how could they say they weren't consulted?" According to Business Journal, Mr. Messana denied that Tangshan Ganglu invested $186 million into the Fashion Mall. The report states that after US Capital's 2012 bankruptcy, it was supposed to get a $50 million cash infusion from Tangshan Ganglu but it received $43.7 million from 12 different sources, $4 million of which came directly from Tangshan Ganglu. Bank statements show that Tangshan Ganglu executive Zhen Zeng Du took money out of US Capital. Business Journal reports that Tangshan Ganglu is represented by: Holland & Knight 701 Brickell Avenue Suite 3300 Miami, FL 33131 Jose A. Casal, Esq. Tel: (305)789-7713 E-mail: jose.casal@hklaw.com Joaquin Alemany, Esq. Tel: (305)789-7763 E-mail: joaquin.alemany@hklaw.com Michael Rothenberg, Esq. Tel: (305)789-7401 E-mail: michael.rothenberg@hklaw.com About US Capital Holdings US Capital/Fashion Mall is the owner of the former "Fashion Mall at Plantation", now vacant, located at 321 N. University Drive, in Plantation, Florida. US Capital Holdings is the 100% owner of US Capital/Fashion Mall. The mall -- http://www.321north.com-- is presently dormant, in part, as a result of a redevelopment plan for the mall of a project called 321 North, which is intended to be a major, retail, office and residential project. The mall suffered extensive hurricane damage from Hurricane Wilma. US Capital Holdings, LLC, and an affiliate, US Capital/Fashion Mall, LLC, filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 12-14517 and 12-14519) in Forth Lauderdale, Florida, on Feb. 24, 2012. The Debtor listed assets of $11,496 and liabilities of $22,777,428. Judge John K. Olson presides over the case. On Oct. 14, 2014, US Capital/Fashion Mall, LLC, filed for Chapter 7 liquidation (Bankr. S.D. Fla. Case No. 14-32819). Judge John K. Olson presides over the case. The Debtor is represented by: Thomas M. Messana, Esq. Messana P.A. Las Olas City Centre, Suite 1400 401 East Las Olas Boulevard Fort Lauderdale, FL 33301 Tel: (954)712-7415 E-mail: tmessana@messana-law.com As reported by the the Troubled Company Reporter on Oct. 16, 2014, Brian Bandell, Senior Reporter at the South Florida Business Journal, reported that US Capital listed both its assets and debts between $10 million and $50 million each. Business Journal added that parent company Mapuche LLC also filed for Chapter 7 in the same month. Business Journal stated that Wei Chen -- the manager of Mapuche LLC, the entity that controls the Debtor -- signed the Chapter 7 liquidation petition on behalf of Mapuche, the Debtor and U.S. Capital/Fashion Mall. US COAL: Original Debtors' Have Until March 31 to Decide on Leases ------------------------------------------------------------------ The U.S. Bankruptcy Court extended until March 31, 2015, Licking River Mining, LLC, et al.'s time to assume or reject unexpired leases of nonresidential real property. 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. The Debtors are represented by Amelia Martin Adams, Esq., and Laura Day DelCotto, Esq., at DELCOTTO LAW GROUP PLLC; and Dennis J. Drebsky, Esq., and Christopher M. Desiderio, Esq., at NIXON PEABODY LLP. VALEANT PHARMA: Moody's Affirms Ba3 CFR, Alters Outlook to Positive ------------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Valeant Pharmaceuticals International, Inc., including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba1 senior secured ratings, and B1 senior unsecured ratings. At the same time, Moody's revised Valeant's rating outlook to positive from stable. In addition, Moody's assigned a rating of B1 (LGD5) to Valeant's new senior unsecured note offering. Proceeds of the offering are for debt repayment and general corporate purposes including acquisitions. Ratings affirmed: Valeant Pharmaceuticals International, Inc.: Ba3 Corporate Family Rating Ba3-PD Probability of Default Rating Ba1 (LGD2) senior secured term loans and revolving credit agreement B1 (LGD5) senior unsecured notes SGL-1 Speculative Grade Liquidity Rating Valeant Pharmaceuticals International: B1 (LGD5) senior unsecured notes Rating assigned: Valeant Pharmaceuticals International, Inc.: B1 (LGD5) senior unsecured notes due 2023 Outlook changes: Valeant Pharmaceuticals International, Inc. and Valeant Pharmaceuticals International: Rating outlook changed to positive from stable The change in outlook reflects Moody's expectation for rising cash flow and financial flexibility driven by solid underlying growth rates, new product launches, and the winding down of integration costs. Valeant has accomplished deleveraging through earnings growth and debt reduction, with an estimated gross debt/EBITDA ratio of 3.8 times as of December 31, 2014 compared to near 5 times (pro forma level) some 18 months ago at the time of the Bausch & Lomb acquisition. Moody's anticipates that most acquisitions will be bolt-on, and a higher credit rating may result if the company continues to deliver strong performance with disciplined acquisitions. The possibility of transformative acquisitions similar to the failed pursuit of Allergan for more than $50 billion cannot be ruled out, but some transactions of this type could have positive credit implications depending on strategic rationale and financing. Ratings Rationale Valeant's Ba3 Corporate Family Rating reflects its medium albeit growing scale in the global pharmaceutical industry, its strong diversity, its high profit margins, and its good cash flow. The ratings are also supported by low exposure to patent cliff risks, good near-term organic growth, and a successful acquisition track record. The rating also reflects the risks associated with an aggressive acquisition strategy, including moderately high financial leverage, integration risks, rapid capital structure changes, and reliance on cost synergies. Notwithstanding recent deleveraging, Moody's anticipates that Valeant's acquisition strategy will create leverage volatility, but projected average debt/EBITDA leverage will be around 4.0 times. In addition, it may be challenging to sustain solid organic top-line growth after the initial benefits of an acquisition such as price increases and product launches, given that Valeant significantly downsizes the R&D function of acquired companies. Valeant's SGL-1 rating reflects Moody's expectation of very good liquidity, given the company's good free cash flow, cash on hand that will usually exceed $500 million, and good cushion under credit facility financial maintenance covenants. Valeant is expected to have a $1.5 billion revolving credit facility (currently $1.0 billion but expected to be upsized), which may sometimes be drawn for acquisitions but was undrawn as of September 30, 2014. Combined, both the company's cash balances and revolver availability should provide good flexibility for unexpected operational issues and working capital demands over the next 12 to 18 months. Free cash flow will be robust and should exceed $2.0 billion in 2015. The rating outlook is positive, reflecting Moody's expectations for rising financial flexibility due to solid performance and good organic growth. Valeant's ratings could be upgraded if Moody's believes debt/EBITDA will be sustained at around 4.0 times while maintaining good organic growth. The ratings could also be upgraded if a transformative acquisition brings significant scale and diversity without eroding credit ratios for a prolonged period. Conversely, Valeant's ratings could be downgraded if Moody's believes debt/EBITDA will be sustained above 5.0 times or if other risk factors emerge, such as low organic growth, pipeline deterioration, or litigation or regulatory compliance issues. The principal methodology used in these ratings was Global Pharmaceutical Industry published in December 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Laval, Quebec, Valeant Pharmaceuticals International, Inc. is a global specialty pharmaceutical company with expertise in branded dermatology, eye health, neuroscience products, branded generics and OTC products. Valeant generated $8.0 billion in revenues during the 12 months ended September 30, 2014. VALEANT PHARMACEUTICALS: S&P Rates Proposed $1BB Sr. Notes 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' issue-level ratings to Laval, Quebec-based pharmaceutical company Valeant Pharmaceuticals International Inc.'s proposed issuance of $1 billion of senior unsecured notes maturing 2023. S&P assigned a recovery rating of '6' to these notes, reflecting its expectation for negligible (0% to 10%) recovery on these obligations in the event of a payment default. The company is also upsizing its $1 billion revolver by $500 million and upsizing its term loan A-3 by $250 million. S&P's issue-level ratings on the secured debt remain 'BB' and its recovery rating of '2' on these obligations reflects its expectation for substantial (70% to 90%) recovery on these obligations in the event of a payment default. The company plans to use the proceeds of this new debt to redeem the outstanding 6.875% senior notes due 2018, reduce amounts outstanding under the revolver, and for general corporate purposes. Pro forma for these transactions, the company will have approximately $15.9 billion in debt outstanding. S&P's 'BB-' corporate credit rating on Valeant reflects S&P's assessment of the company's business risk as "satisfactory" and the financial risk profile as "aggressive". The outlook is stable. The satisfactory business risk assessment reflects the company's, broad geographic, therapeutic, product, and payer diversification and strong profitability as characterized by margins of over 40%. The business risk also incorporates the company's low level of investment in R&D and an acquisition-driven growth strategy, as well as the elevated operational risks associated with integrating the steady stream of acquisitions and managing a large portfolio of small products. The aggressive financial risk profile reflects adjusted debt leverage in the range of 4x to 5x, after incorporating 500 basis points of incremental R&D and other expenditures which S&P believes are needed to sustain positive organic growth over the longer term. The rating also reflects a one-notch negative impact stemming from the company's financial policies. This relates to the company's tolerance for intermittently increasing debt leverage above current levels and its strategy of pursuing rapid growth through acquisitions. RATINGS LIST Valeant Pharmaceuticals International Inc. Corporate Credit Rating BB-/Stable/-- New Rating Valeant Pharmaceuticals International Inc. $1 Bil. Senior Unsecured Notes Due 2023 B Recovery Rating 6 VERITY CORP: Terminates LLS's Ken Wright as CFO ----------------------------------------------- Verity Corp. terminated its agreement with LLS Enterprises, Inc., and terminated Ken Wright as chief financial officer on Jan. 12, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. Verity entered into an agreement with LLS Enterprises on Nov. 13, 2013, pursuant to which Mr. Wright agreed to serve as chief financial officer of the Company on a part time basis. Due to the termination of Mr. Wright, the Company will be unable to complete the filing of its Form 10-K for the year ended Sept. 30, 2014, by the extended due date of Jan. 14, 2015. The Company said it is endeavoring to complete such filing as soon as possible. About Verity Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv Technologies, Inc., is the parent of Verity Farms II, Inc., Aistiva Corporation (formerly AquaLiv, Inc.). Verity Farms II is dedicated to providing consumers with safe, high-quality and nutritious food sources through sustainable crop and livestock production. Aistiva's technology alters the behavior of organisms, including plants and humans, without chemical interaction. Aistiva's platform technology influences biological processes naturally and without chemical interaction. To date, Aistiva has released products in the industries of water treatment, skincare, and agriculture. Verity Corp. reported a net loss attributable to the Company of $7.59 million for the year ended Sept. 30, 2013, as compared with a net loss attributable to the Company of $623,079 during the prior fiscal year. As of June 30, 2014, the Company had $2.24 million in total assets, $5.83 million in total liabilities and a $3.59 million total stockholders' deficit. Bongiovanni & Associates, CPA's, in Cornelius, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has suffered recurring losses, has negative working capital, and has yet to generate an internal net cash flow that raises substantial doubt about its ability to continue as a going concern. VERTICAL COMPUTER: Amends Bylaws; Annual Meeting Set for Feb. 25 ---------------------------------------------------------------- The amended and restated bylaws of Vertical Computer Systems, Inc., became effective on Jan. 13, 2015, having been approved by the Board of Directors of the Company. The following are material provisions of the Amended Bylaws that modified or amended the provisions of the prior bylaws of the Company: * The Amended ByLaws provide for, amongst other things, advance notice requirements for stockholder proposals. The Prior ByLaws did not provide for any mechanism for shareholders to submit formal proposals in accordance with rules and regulations of the Securities and Exchange Commission. The Board believes that advance notice requirements are in the best interests of both the stockholders and the Company. * The Amended Bylaws also provide for a Board ranging from one to six directors, as determined by the Board. The Prior ByLaws did not provide for a range with respect to the size of the Board and permitted the stockholders to determine the size of the Board at any annual meeting. The Board also resolved that an annual meeting of the stockholders of the Company be held on Feb. 25, 2015, commencing at 11:00 a.m., local time, at 101 W. Renner Road, Richardson, Texas. Subject to the required approval of the SEC, the Notice of Meeting and the Proxy Statement should be mailed on or after Jan. 25, 2015, to the stockholders of record as of Jan. 5, 2015. All stockholders who hold or own the Company's common stock or Series A Preferred Stock as of the Record Date are entitled to receive notice of and to vote at the Annual Meeting. About Vertical Computer Richardson, Tex.-based Vertical Computer Systems, Inc., is a multinational provider of Internet core technologies, application software, and software services through its distribution network with operations or sales in the United States, Canada and Brazil. Vertical Computer reported a net loss applicable to common stockholders of $3.08 million in 2013 following a net loss applicable to common stockholders of $2.07 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $1.01 million in total assets, $17.5 million in total liabilities, $9.90 million in convertible cumulative preferred stock, and a $26.4 million total stockholders' deficit. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company suffered net losses and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. VIGGLE INC: Stockholders Elected 7 Directors to Board ----------------------------------------------------- Viggle Inc. held its 2015 annual meeting of stockholders on Jan. 13, 2015, at which the stockholders: (i) elected Peter Horan, Michael J. Meyer, John D. Miller, Mitchell J. Nelson, Harriet Seitler, Robert F.X. Sillerman and Birame N. Sock to serve on the Company's Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) ratified the appointment of BDO USA, LLC, as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2015; and (iii) approved the right to exercise warrants for up to 1,000,000 shares of the Company's common stock in connection with funding pursuant to a line of credit with Sillerman Investment Company III LLC of up to $20,000,000; and the right to exercise warrants for up to 500,000 shares of the Company's common stock in connection with funding the purchase of up to $10,000,000 of the Company's Series C Preferred Stock. World's Greatest eBook and Audiobook Reward Collection Now Redeemable by Viggle Users Starting last week, Viggle users can redeem their accrued points from an expansive ebook and audiobook collection consisting of almost 460,000 ebooks and 65,000 audiobooks. Whether members are into fiction or nonfiction, art, biography, business, mysteries, religion, travel or sci-fi-or any other genre-the Viggle library has something for everyone. Most of the major U.S. publishers are represented in the collection. The books are downloadable for reading and listening pleasure on smartphones or tablets. With major new releases anticipated weekly, the collection of titles will grow. This addition of audio and ebooks expands the already extensive collection of redeemable movie, television and music options that are available to members of the Viggle entertainment marketing platform that rewards users for watching TV and movies, listening to music, and watching videos. Viggle members will now be able to use their points on viggle.com to download their favorite audiobooks and ebooks. Best-sellers and classics are also available. Since its launch, Viggle members have redeemed over $20 million from a vast selection of rewards for watching their favorite TV programs and listening to music. "Viggle point redemptions are increasing as our members recognize that 'viggling' while watching TV and listening to music makes this time a valuable experience in a whole new way. Our digital entertainment redemptions are up more than 250% since we launched movies and TV shows as reward options last quarter," says Greg Consiglio, president and COO of Viggle. Based on market consensus numbers from Digital eBook World, in 2013, the eBook marketplace brought in $1.3 billion in revenue and ebooks accounted for 27% of all adult trade sales. "Certainly, we expect Viggle members to embrace the opportunity to redeem their earned points for ebooks and audiobooks and that this new option will grow as it is welcomed." It is estimated that in an average U.S. home a television is on 6 hours, 47 minutes per day, which totals approximately 250 billion hours of annual television watching (California State University, Northridge). Considering this fact, the free Viggle app offers its users amazing value and opportunity. Consumers can now watch TV - just like they are already doing all week, yet have that habit "pay off" as they redeem a book or movie download on Viggle. Without a Viggle membership those extra fun books, movies and music downloads would be a household expense. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss of $68.4 million on $18 million of revenues for the year ended June 30, 2014, compared with a net loss of $91.4 million on $13.9 million of revenues for the year ended June 30, 2013. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2014, has a deficiency in working capital that raises substantial doubt about its ability to continue as a going concern. VIGGLE INC: To Present at Noble Financial Conference on Jan. 20 --------------------------------------------------------------- John Small, the chief financial officer of Viggle Inc. will be presenting at the Noble Financial Capital Markets' Eleventh Annual Investor/Equity Conference on Jan. 20, 2015, at 3:00 p.m. in Port St. Lucie, Florida. A copy of the Investor Presentation as filed with the U.S. Securities and Exchange Commission is available at http://is.gd/wrqTTL About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss of $68.4 million on $18 million of revenues for the year ended June 30, 2014, compared with a net loss of $91.4 million on $13.9 million of revenues for the year ended June 30, 2013. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2014, has a deficiency in working capital that raises substantial doubt about its ability to continue as a going concern. WESTMORELAND COAL: Buckingham Coal Deal No Effect on S&P's 'B' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services said that Westmoreland Coal Co.'s $34 million acquisition of Ohio-based coal supplier Buckingham Coal Co. LLC and proposed $75 million add-on to its $350 million first-lien term loan due 2020 will not affect its ratings and outlook on the company. This is a $25 million upsize to the initial $50 million add-on discussed in the Jan. 9 media release. The corporate credit rating on Westmoreland remains 'B' with a stable outlook. The issue ratings on the company's senior secured debt, including the first-lien term loan and $350 million in senior secured notes due 2022, also remain 'B' with a recovery rating of '3', indicating S&P's expectation of meaningful (50% to 70%) recovery in the event of default. S&P assess Westmoreland's business risk profile as "weak" and financial risk profile as "highly leveraged." The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows. The long dated cost plus contracts provide protection against price volatility, while the mine-mouth strategy offers transportation and delivery advantages. S&P anticipates liquidity will remain adequate over the next year given its expectation of manageable capital spending and positive free cash flow starting in 2015. Ratings List Ratings Affirmed Westmoreland Coal Co. Corporate Credit Rating B/Stable/-- $425 mil. 1st-lien term loan due 2020* B Recovery Rating 3 $350 mil. sr secd notes due 2022 B Recovery Rating 3 *Includes $75 million add-on. WESTMORELAND RESOURCE: Establishes Unit Dividend Record Date ------------------------------------------------------------ Westmoreland Resource Partners, LP, announced that the record date and distribution date have been set for Westmoreland LP's previously announced "25% unit dividend" as a one-time special distribution of common units of Westmoreland LP. The Special Distribution is for an aggregate of approximately 202,184 Westmoreland LP Units, representing an approximately 25% unit dividend per Westmoreland LP Unit, payable to public unitholders on a pro rata basis. The Special Distribution is being effected as part of the completion of the series of transactions involving Westmoreland Coal Company previously announced on Jan. 2, 2015. The record date for the Special Distribution will be Jan. 27, 2015. The distribution of Westmoreland LP Units is expected to occur on Jan. 30, 2015. The transfer agent will not distribute any fractional Westmoreland LP Units or compensation in lieu thereof. Each fractional Westmoreland LP Unit will be rounded to the nearest whole Westmoreland LP Unit (and a 0.5 Westmoreland LP Unit will be rounded to the next higher Westmoreland LP Unit). Holders of Westmoreland LP Units on the Record Date are not required to take any action in order to receive Westmoreland LP Units in connection with the Special Distribution. Westmoreland LP common unitholders entitled to receive Westmoreland LP Units in connection with the Special Distribution will either receive a book-entry account statement reflecting their ownership of the Westmoreland LP Units distributed to them in the Special Distribution or their brokerage accounts will be credited for the Westmoreland LP Units distributed to them in the Special Distribution. About Westmoreland Resource Oxford Resource Partners, LP, now known as Westmoreland Resource Partners, LP, is a producer of high value steam coal, and is the largest producer of surface mined coal in Ohio. Oxford Resource reported a net loss of $23.7 million in 2013, a net loss of $26.05 million in 2012 and a net loss of $8.32 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $203.9 million in total assets, $218 million in total liabilities, and a partners' deficit of $14.2 million. WET SEAL INC: Case Summary & 40 Largest Unsecured Creditors ----------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- The Wet Seal, Inc. 15-10081 26972 Burbank Foothill Ranch, CA 92610 The Wet Seal Retail, Inc. 15-10082 Wet Seal Catalog, Inc. 15-10083 Wet Seal GC, LLC 15-10084 Type of Business: The Debtors are a national multi-channel retailer selling fashion apparel and accessory items designed for female customers aged 13 to 24 years old. Chapter 11 Petition Date: January 15, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Christopher S. Sontchi Debtors' Counsel: Maris J. Kandestin, Esq. Michael R. Nestor, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Email: bankfilings@ycst.com - and - Lee R. Bogdanoff, Esq. Michael L. Tuchin, Esq. David M. Guess, Esq. Jonathan M. Weiss, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067-6049 Tel: (310) 407-4022 Fax: (310) 407-9090 - and - PAUL HASTINGS LLP Debtors' FTI CONSULTING Restructuring Advisor: Debtors' HOULIHAN LOKEY Investment Banker: Debtors' DONLIN, RECANO & CO., INC. Claims and P.O. Box 899 Noticing Agent: Madison Square Station New York, NY 10010 Tel: (212) 771-1128 Total Assets: $92.8 million as of Nov. 1, 2014 Total Debts: $103.4 million as of Nov. 1, 2014 The petitions were signed by Thomas R. Hillebrandt, interim chief financial officer. Consolidated List of Debtors' 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Hudon Bay Master Fund Ltd. Convertible $28,869,306 777 Third Ave, 30th Floor Notes New York, NY 10017 Tel: 212-571-1244 Fax: 646-214-7946 Emails: investments@hudsonbaycapital.com operations@hudsonbaycapital.com Simon Property Group, Inc. Occupancy $1,037,469 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Hansae Co. Ltd. Merchandise $1,026,493 Yeouido-Dong, 5F Payables 29 Eunhaeng,-Ro Yeongdeungpo-Gu Seoul, Korea KR Tel: +02 3779 0779 Fax: +02 3779 5599 Hana Financial Merchandise $998,006 File 5016 Payables Los Angeles, CA 90074 - and - Hana Financial 1000 Wilshire Blvd., 20th Fl. Los Angeles, CA 90017 Tel: 213-977-7234 Fax: 213-228-3322 Samson Associates Occupancy $853,265 37 West 13th Street Charges New York, NY 10011 Tel: 212-242-8253 Email: samsonllcnyc.aol.com Simon Property Group, Inc. Occupancy $773,072 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Simon Property Group, Inc. Occupancy $729,151 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 GGP Occupancy $544,552 110 N. Wacker Charges Chicago, IL 60606 Tel: 312-960-5000 Fax: 312-960-5475 Simon Property Group, Inc. Occupancy $457,401 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 New England Development Occupancy $439,900 1 East Wacker Drive Charges Suite 3700 Chicago, IL 60601 - and - New England Development One Wells Avenue Newton, MA 02459 Tel: 617-965-8700 Fax: 617-243-7085 GGP Occupancy $428,817 110 N. Wacker Charges Chicago, IL 60606 Tel: 312-960-5000 Fax: 312-960-5475 Simon Property Group, Inc. Occupancy $403,988 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Forbes Company Occupancy $392,701 100 Galleria Officentre, Suite 427 Charges Southfield, MI 48083 - and - Forbes Taubman Orlando, LLC Mall at Millenia 4200 Conroy Road, #300 Orlando, Fl 32839 Tel: 248-827-4600 GGP Occupancy $381,260 110 N. Wacker Charges Chicago, IL 60606 Tel: 312-960-5000 Fax: 312-960-5475 GGP Occupancy $371,479 110 N. Wacker Charges Chicago, IL 60606 Tel: 312-960-5000 Fax: 312-960-5475 Simon Property Group, Inc. Occupancy $364,516 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Wells Fargo Bank, N.A. Merchandise $362,085 PO Box 842468 Payables Boston, MA 02284-2468 - and - Wells Fargo Bank, N.A. 100 Park Avenue New York, NY 10017 Tel: 212-703-3533 Fax: 866-794-7114 Simon Property Group, Inc. Occupancy $356,872 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Simon Property Group, Inc. Occupancy $352,959 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Simon Property Group, Inc. Occupancy $349,254 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Simon Property Group, Inc. Occupancy $345,938 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Simon Property Group, Inc. Occupancy $338,666 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 GGP Occupancy $336,342 110 N. Wacker Charges Chicago, IL 60606 Tel: 312-960-5000 Fax: 312-960-5475 New England Development Occupancy $334,360 1 East Wacker Drive Charges Suite 3700 Chicago, IL 60601 - and - New England Development One Wells Avenue Newton, MA 02459 Tel: 617-965-8700 Fax: 617-243-7085 GGP Occupancy $332,670 110 N. Wacker Charges Chicago, IL 60606 Tel: 312-960-5000 Fax: 312-960-5475 GGP Occupancy $325,076 110 N. Wacker Charges Chicago, IL 60606 Tel: 312-960-5000 Fax: 312-960-5475 Pyaramid Occupancy $324,552 The Clinton Exchange Charges 4 Clinton Square Syracuse, NY 13202 Tel: 315-422-7000 Fax: 315-472-4035 Milberg Factors, Inc. Merchandise $322,637 99 Park Avenue Payables New York, NY 10016 Tel: 212-697-4200 Fax: 212-697-4866 Email: info@milbergfactors.com Simon Property Group, Inc. Occupancy $320,613 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 GGP Occupancy $316,006 110 N. Wacker Charges Chicago, IL 60606 Tel: 312-960-5000 Fax: 312-960-5475 Simon Property Group, Inc. Occupancy $312,625 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Simon Property Group, Inc. Occupancy $311,398 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Simon Property Group, Inc. Occupancy $310,845 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Washington Prime Group Occupancy $308,786 7315 Wisconsin Avenue Charges Suite 500-E Bethesda, MD 20814 Tel: 240-630-0005 Fax: 240-380-2721 Pyramid Occupancy $307,906 The Clinton Exchange Charges 4 Clinton Square Syracuse, NY 13202 Tel: 315-422-7000 Fax: 315-472-4035 Simon Property Group, Inc. Occupancy $306,651 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Simon Property Group, Inc. Occupancy $306,118 National City Center Charges 225 West Washington Street Indianapolis, IN 46204 Tel: 317-636-1600 Fax: 317-685-7221 Macerich Occupancy $304,367 Santa Monica Corporate Office Charges 401 Wilshire Boulevard Suite 700 Santa Monica, CA 90401 Tel: 310-394-6000 Washington Prime Group Occupancy $304,261 7315 Wisconsin Avenue Charges Suite 500-E Bethesda, MD 20814 Tel: 240-630-0005 Fax: 240-380-2721 Macerich Occupancy $303,840 Santa Monica Corporate Office Charges 401 Wilshire Boulevard Suite 700 Santa Monica, CA 90401 Tel: 310-394-6000 WET SEAL: Files Chapter 11 Bankruptcy for Protection ---------------------------------------------------- The Wet Seal, Inc., together with three other affiliates, has filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (Bank. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The petitions were signed by Thomas R. Hillebrandt as interim chief financial officer. Young Conaway Stargatt & Taylor, LLP; Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings, LLP, serve as the Debtors' counsel. FTI Consulting acts as the Debtors' restructuring advisor while Houlihan Lokey serves as investment banker. Donlin, Recano & Co., Inc., is the Debtors' claims and noticing agent. The Debtors disclosed total assets of $92.8 million and debts of $103.4 million as of Nov. 1, 2014. The cases are assigned to Judge Christopher S. Sontchi. The Company will continue to operate its business as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. In connection with the Chapter 11 cases, the Company has negotiated a debtor in possession financing arrangement and plan sponsorship agreement with B. Riley Financial, Inc., the parent of B. Riley & Co, LLC and Great American Group, LLC and its affiliates and designees. The DIP provides for a $20 million term loan facility, subject to certain limitations and conditions, including a $5 million availability block at closing, from B. Riley to be funded on an interim and final basis. This loan facility will provide availability to fund the Company's operations during the Chapter 11 cases, including to the Company's vendors and other purveyors of goods and services. The Company also expects to continue to fund operations from cash on hand and cash generated during the cases. The DIP is subject to Bankruptcy Court approval and the satisfaction of specified closing conditions. The Company also expects to continue to receive certain financial accommodations from its existing lender, Bank of America, including continued cash management services. The PSA provides a comprehensive blueprint for the Company's emergence from Chapter 11 as a going concern pursuant to a plan of reorganization, under which B. Riley has agreed to provide funding and will receive a majority of the stock in the reorganized Company at emergence. The PSA contains certain milestones and conditions, including Bankruptcy Court approval of the Company's assumption of the PSA. The transactions contemplated in the PSA, in turn, are subject to conditions and confirmation and effectiveness of the plan of reorganization. In connection with the bankruptcy filing, the Company is seeking customary authority from the Bankruptcy Court that will enable it to continue to operate and serve its customers. The requested approvals include requests for the authority to make wage and salary payments, continue various benefits for employees, and honor certain customer programs, such as gift cards and returns on merchandise purchased prior to the bankruptcy filing. As of Jan. 12, 2015, the Company had approximately $31 million of cash on the balance sheet, including nearly $11 million of cash used to collateralize letters of credit. The additional financing from the DIP is expected to provide the Company with an immediate source of additional funds. These funding sources are expected to enable Wet Seal to satisfy the customary obligations associated with the daily operation of its business, including the timely payment of employee wages and other obligations. "We are pleased to provide financial assistance to The Wet Seal in its efforts to revive this iconic fashion retailer," said Bryant Riley, Chairman, of B. Riley Financial, Inc. "Taking a collaborative approach, and tapping our vast array of financial services, we believe that we have developed a financial solution that should benefit all parties involved." Ed Thomas, CEO of The Wet Seal Inc., stated, "After careful consideration, the Board of Directors unanimously concluded that filing for Chapter 11 was the appropriate course of action for the Company. Overall, we continue to believe in The Wet Seal and remain committed to executing on the strategic steps that we already started. We are thrilled to be working with B. Riley and other constituencies toward the successful and prompt emergence of the Company from Chapter 11." The PSA provides that the Company will file and support a plan of reorganization that will not provide consideration to the holders of the Company's common stock. Additional information regarding the bankruptcy filing is available for free at http://is.gd/pTzROH About Wet Seal The Wet Seal, Inc. -- http://www.wetsealinc.com/-- is a specialty retailer of fashionable and contemporary apparel and accessory items. The Company was incorporated in Delaware and is headquartered in Foothill Ranch, California. XZERES CORP: Incurs $1.5 Million Net Loss in Third Quarter ---------------------------------------------------------- Xzeres Corp. disclosing a net loss attributable to common stockholders of $1.53 million on $1.23 million of gross revenues for the three months ended Nov. 30, 2014, compared to a net loss attributable to common stockholders of $2.35 million on $1.56 million of gross revenues for the same period in 2013. For the nine months ended Nov. 30, 2014, the Company reported a net loss attributable to common stockholders of $7.62 million on $2.39 million of gross revenues compared to a net loss attributable to common stockholders of $5.92 million on $2.70 million of gross revenues for the same period during the prior year. As of Nov. 30, 2014, the Company had $9.82 million in assets, $18.2 million in liabilities and a $8.37 million stockholders' deficit. As of Nov. 30, 2014, the Company had total current assets of $7.47 million consisting of $1.56 million in cash and cash equivalents, $1.70 million in accounts and notes receivable, $3.98 million in inventories and inventory deposits and $239,000 in prepaid expenses and deferred financing costs. The Company's total current liabilities as of Nov. 30, 2014, were $4.11 million. Thus, the Company has working capital of $3.36 million as of Nov. 30, 2014. As of Nov. 30, 2014, the Company had total assets of $9.83 million. A full-text copy of the quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission is available for free at http://is.gd/lm0aLD About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. XZERES reported a net loss of $9.49 million for the year ended Feb. 28, 2014, as compared with a net loss of $7.59 million for the year ended Feb. 28, 2013. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. YSC INC: Judge Barreca Enters Final Decree Closing Chapter 11 Case ------------------------------------------------------------------ U.S. Bankruptcy Judge Marc Barreca entered a final decree closing the Chapter 11 case of YSC, Inc. As reported in the TCR on Dec. 19, 2014, the Debtor's plan was confirmed Oct. 7, 2014, and became effective after Oct. 21, 2014. According to Sang Yim, the Debtor has substantially consummated the approved plan as defined in 11 U.S.C. Section 1101(2) through commencement of payments. The Debtor said no adversary proceedings were filed in connection with this case. About YSC Inc. YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a Ramada Inn in Olympia, Washington, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013, in Seattle. The owner listed the hotels as worth $17.9 million. Total debt was $18.5 million, including $18 million in secured debt. Among mortgage holders, Whidbey Island Bank was owed $13.3 million. Bankruptcy Judge Marc L. Barreca presides over the case. Wells and Jarvis, P.S., serves as YSC's counsel. Scott Hutchison, Esq., represents Whidbey Island Bank. YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal Chapter 11 bankruptcy (Case No. 14-10897). Z TRIM HOLDINGS: Names Aristar's Ed Smith as CEO ------------------------------------------------ Z Trim Holdings, Inc., announced that it has appointed veteran directors Ed Smith and Morris Garfinkle as CEO and Chairman of the Board, respectively, effective Jan. 8, 2015. Outgoing CEO Steve Cohen will become managing director of Communication and Planning. Ed Smith is the managing partner of Aristar Capital Management, LLC, a New York-based investment firm and the Company's controlling stockholder. From April 2005 through December 2014, Mr. Smith was the managing partner of Brightline Capital Management, LLC, a New York-based investment firm founded in 2005. Prior to founding BCM, Mr. Smith worked at Gracie Capital from 2004-2005, GTCR Golder Rauner from 1999-2001 and Credit Suisse First Boston from 1997-1999. Mr. Smith holds a Bachelor of Arts in Social Studies from Harvard College and a Masters in Business Administration from Harvard Business School. Mr. Smith is also a director of Heat Biologics, Inc., a development stage biopharmaceutical company that focuses on the development and commercialization of novel allogeneic off-the-shelf cellular therapeutic vaccines for a range of cancers and infectious diseases. "It's extremely exciting to be stepping into this new role at such a critical time in the Company's development," said Ed Smith. "Z Trim's ability to transform organic waste material into functional ingredients has the potential to create virtually limitless opportunities and value to match. As a representative of our largest group of investors, I have a deep belief in the potential of this enterprise and a powerful motivation to achieve it." "Mo" Garfinkle is the founder, Chairman and CEO of Tailwind Consultants, LLC and co-founder of Kelly Garfinkle Strategic Restructuring, LLC. He has over 35 years of experience in restructuring, mergers and acquisitions, investment assessment, competitive positioning, strategic planning and capital raising. His clients have included United Airlines Creditors' Committee, Pension Benefit Guaranty Corporation, Air China and Dallas-Fort Worth International Airport. He received his Juris Doctor from Georgetown University and his B.S. in Economics (cum Laude) from the Wharton School of Finance & Commerce, University of Pennsylvania. Appointed to the Z Trim Board in 2009, he presently serves as Chairman of the Audit Committee. "We owe a debt of gratitude to Steve Cohen," said Mo Garfinkle, "whose tenure as CEO included such milestones as the scale-up and optimization of our manufacturing process, the dramatic expansion of our I/P portfolio and the launch of our industrial division. We're fortunate to continue to have access to his wealth of institutional knowledge as we write the Company's next chapter, which we expect to be characterized by aggressive sales and marketing, lean, efficient operations and bold use of strategic partnerships." Steve Cohen said, "I'm very proud of what our small company has accomplished so far, and thrilled to welcome Ed and Mo to their expanded roles at the Company. I expect that their skills, experience and resources will help expose our unique products and groundbreaking technology to a much broader and more diverse market. Working together, nothing can stop us." To Sell 260,000 Units On Jan. 8, 2015, Z Trim entered into agreements to sell an aggregate of 260,000 units to eight accredited investors at a price per unit of $4.00 with each Unit consisting of (i) one share of 12.5% Redeemable Convertible Preferred Stock and (ii) one warrant, representing 75% warrant coverage, to acquire 8.56 shares of the Company's common stock, par value, $0.00005 per share, at an exercise price of $0.64 per share, for aggregate cash proceeds of $1,040,000 pursuant to separate purchase agreements entered into with each investor. In addition, the Company agreed to issue to each of the investors in the first round of financing an additional warrant for each Unit acquired to acquire 3.64 shares of the Company's Common Stock at an exercise price of $0.64 per share. The Additional Warrants issued in the initial closing of 260,000 Units are exercisable for an aggregate of 946,400 shares of the Company's Common Stock. The Warrants expire on the fifth anniversary of their issuance, may be exercised on a cashless basis, are subject to full ratchet price anti-dilution protection and entitled to registration rights. In addition, the members of the Company's Board of Directors agreed to receive an aggregate of 96,589 Units (representing one (1) Unit for every $4.00 of debt exchanged), 826,806 Initial Warrants and 351,586 Additional Warrants in exchange for previously issued convertible notes held by the directors or affiliated entities as follows: (i) 71,211 Units, 609,566 Initial Warrants and 259,208 additional warrants were issued to Edward B. Smith, III, the Company's chief executive officer, in exchange for an aggregate of $284,844 of notes; (ii) 10,084 Units, 86,317 Initial Warrants and 36,705 Additional Warrants were issued to Morris Garfinkle in exchange for $40,0332 of notes; (iii) 5,211 Units, 44,606 Initial Warrants and 18,968 additional warrants were issued to each of Mark Hershhorn and Brian Israel in exchange for an aggregate of $20,844 of notes, respectively; and (v) 4,873 Units, 41,712 Initial Warrants and 17,737 Additional Warrants were issued to CKS Warehouse, an entity in which Mr. Hershhorn owns a controlling interest, in exchange for an aggregate of $19,491 of principal and interest on notes. The Company intends to use the net proceeds of the offering for working capital and general corporate purposes, including without limitation, to repay certain loans. The Offering is part of a private placement offering in which the Company offered for sale on a "best efforts–all or none" basis up to 250,000 units (gross proceeds of $1,000,000, including the principal amount of bridge notes exchanged for Units, and on a "best efforts" basis the remaining 4,750,000 units for a maximum of 5,000,000 units (gross proceeds of $20,000,000). The Offering will be open for a period terminating on Jan. 31, 2015, and may be extended for an additional 60 days or greater at the election of the Company. On Jan. 14, 2015, the Company submitted for filing a Statement of Resolution Establishing the Preferred Shares with the Secretary of State of the State of Illinois setting forth the rights and preferences of the Preferred Shares. A full-text copy of the Form 8-K Report as filed with the U.S. Securities and Exchange Commission is available for free at: http://is.gd/PMzy9a About Z Trim Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food ingredient company which provides custom product solutions that help answer the food industry's problems. Z Trim's revolutionary technology provides value-added ingredients across virtually all food industry categories. Z Trim's all-natural products, among other things, help to reduce fat and calories, add fiber, provide shelf-stability, prevent oil migration, and add binding capacity -- all without degrading the taste and texture of the final food products. Z Trim Holdings reported a net loss of $13.4 million in 2013, a net loss of $9.58 million in 2012, and a net loss of $6.94 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $3.17 million in total assets, $3.28 million in total liabilities, and a $104,600 stockholders' deficit. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company does not have enough cash on hand to meet its current liabilities and has had reoccurring losses as of Dec. 31, 2013. These conditions raise substantial doubt about its ability to continue as a going concern. [*] ABI Sides With Credit Bidders, Trademark Holders ---------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the American Bankruptcy Institute, in its three-year study to propose changes in bankruptcy law, would give more protections to labor unions and holders of trademark licenses when businesses are sold in Chapter 11. According to Bloomberg, the report's authors found few flaws in current practice allowing entire businesses to be sold quickly, before a reorganization plan is even proposed. The commissioners recommended that the Bankruptcy Code be modified by explicitly adopting the definition of executory contracts proposed by the late Vern Countryman in a landmark 1973 law review article, Bloomberg added. [*] ABI Would Trim Preference Suits and Help Labor -------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the American Bankruptcy Institute commission recommended allowing greater freedom to sue for recovery of fraudulent transfers while narrowing situations where creditors can be sued for preferences. Bloomberg noted that U.S. law historically has allowed suits over preferences, or payments on overdue debt received within 90 days of bankruptcy. Before the 1978 law, preferences were difficult to recover because the trustee had to show the recipient knew the bankrupt was insolvent, Bloomberg said, and pointed out that that requirement was discarded with adoption of the Bankruptcy Code, although creditors were given defenses that often can defeat a preference claim. [*] Automatic Stay No Bar to Ruling on Motion for Remand -------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a Nov. 18 opinion by U.S. District Judge Thomas S. Ellis III from Alexandria, Virginia, held that the automatic stay does not bar a district judge from ruling on a motion for remand to state court. According to the report, Judge Ellis disagreed with a Chapter 7 bankrupt individual that the automatic stay prevented him from ruling on a motion to remand to state court a lawsuit filed against the bankrupt prior to the bankruptcy filing. The case is Sanders v. Farina, 14-1214, U.S. District Court, Eastern District Virginia (Alexandria). [*] Bankruptcies at Post-Recession Low; Chapter 11s Bottom Out -------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the data compiled by Epiq Systems Inc. showed that the 910,000 bankruptcies of all types in 2014 represent a 12 percent drop from 2013 and the fewest since the end of the recession. In December, the 63,100 bankruptcies were 9.5 percent below the same month in 2013, were the fewest in 2014, and the smallest monthly number since the recession, the Epiq report said, according to Bloomberg. Bloomberg added that the 2,500 commercial bankruptcies in December were 19.4 percent below December 2013 and likewise the fewest in any month since the recession. The 35,400 commercial bankruptcies last year were the fewest since the recession and about one-third of the recent peak in 2010, Bloomberg further related. [^] BOND PRICING -- For The Week From January 12 to 16, 2015 ------------------------------------------------------------ Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- Allen Systems Group Inc ALLSYS 10.500 34.000 11/15/2016 Allen Systems Group Inc ALLSYS 10.500 34.000 11/15/2016 Alpha Natural Resources Inc ANR 6.000 27.300 6/1/2019 Alpha Natural Resources Inc ANR 9.750 37.750 4/15/2018 Altegrity Inc USINV 14.000 38.000 7/1/2020 Altegrity Inc USINV 13.000 37.625 7/1/2020 Altegrity Inc USINV 14.000 37.625 7/1/2020 American Eagle Energy Corp AMZG 11.000 39.000 9/1/2019 American Eagle Energy Corp AMZG 11.000 42.000 9/1/2019 Arch Coal Inc ACI 7.250 23.250 6/15/2021 Arch Coal Inc ACI 7.000 24.000 6/15/2019 Arch Coal Inc ACI 9.875 28.840 6/15/2019 Arch Coal Inc ACI 7.250 26.500 10/1/2020 BPZ Resources Inc BPZ 8.500 26.800 10/1/2017 Black Elk Energy Offshore Operations LLC / Black Elk Finance Corp BLELK 13.750 76.500 12/1/2015 Caesars Entertainment Operating Co Inc CZR 10.000 17.025 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 20.250 2/1/2016 Caesars Entertainment Operating Co Inc CZR 12.750 17.500 4/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 14.011 12/15/2018 Caesars Entertainment Operating Co Inc CZR 6.500 17.500 6/1/2016 Caesars Entertainment Operating Co Inc CZR 5.750 14.500 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.750 8.750 2/1/2016 Caesars Entertainment Operating Co Inc CZR 5.750 15.125 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 14.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 14.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 19.625 2/1/2016 Caesars Entertainment Operating Co Inc CZR 10.000 14.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 16.750 12/15/2018 Cal Dive International Inc CDVI 5.000 15.000 7/15/2017 Champion Enterprises Inc CHB 2.750 0.250 11/1/2037 Chassix Holdings Inc CHASSX 10.000 11.750 12/15/2018 Citigroup Inc C 2.233 99.040 1/30/2015 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 42.500 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 42.500 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 42.500 11/15/2017 Dendreon Corp DNDN 2.875 56.000 1/15/2016 Endeavour International Corp END 12.000 35.250 3/1/2018 Endeavour International Corp END 12.000 3.250 6/1/2018 Endeavour International Corp END 5.500 3.750 7/15/2016 Endeavour International Corp END 12.000 34.500 3/1/2018 Endeavour International Corp END 12.000 34.500 3/1/2018 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 9.250 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 9.250 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 5.625 8/15/2017 Exide Technologies XIDE 8.625 5.000 2/1/2018 Exide Technologies XIDE 8.625 5.125 2/1/2018 Exide Technologies XIDE 8.625 5.125 2/1/2018 FBOP Corp FBOPCP 10.000 1.843 1/15/2009 FairPoint Communications Inc/Old FRP 13.125 1.879 4/2/2018 Federal Farm Credit Banks FFCB 1.020 100.000 1/22/2018 Federal Home Loan Mortgage Corp FHLMC 0.700 100.000 1/30/2017 Federal Home Loan Mortgage Corp FHLMC 1.000 100.000 10/30/2017 Federal Home Loan Mortgage Corp FHLMC 0.163 99.985 7/21/2016 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Goodrich Petroleum Corp GDP 8.875 40.800 3/15/2019 Goodrich Petroleum Corp GDP 5.000 46.875 10/1/2032 Gymboree Corp/The GYMB 9.125 37.129 12/1/2018 JPMorgan Chase & Co JPM 3.125 98.528 1/23/2025 James River Coal Co JRCC 10.000 1.100 6/1/2018 James River Coal Co JRCC 3.125 0.254 3/15/2018 James River Coal Co JRCC 10.000 1.000 6/1/2018 Las Vegas Monorail Co LASVMC 5.500 3.227 7/15/2019 Lehman Brothers Holdings Inc LEH 5.000 12.500 2/7/2009 Lehman Brothers Inc LEH 7.500 9.125 8/1/2026 MF Global Holdings Ltd MF 6.250 31.250 8/8/2016 MF Global Holdings Ltd MF 1.875 31.063 2/1/2016 MF Global Holdings Ltd MF 3.375 31.000 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Molycorp Inc MCP 6.000 16.500 9/1/2017 Molycorp Inc MCP 3.250 35.000 6/15/2016 Molycorp Inc MCP 5.500 19.000 2/1/2018 Momentive Performance Materials Inc MOMENT 11.500 1.875 12/1/2016 NII Capital Corp NIHD 10.000 35.375 8/15/2016 NII Capital Corp NIHD 7.625 18.500 4/1/2021 OMX Timber Finance Investments II LLC OMX 5.540 24.438 1/29/2020 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Powerwave Technologies Inc PWAV 2.750 0.125 7/15/2041 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Quicksilver Resources Inc KWK 7.125 6.060 4/1/2016 Quicksilver Resources Inc KWK 9.125 15.000 8/15/2019 Quicksilver Resources Inc KWK 11.000 25.350 7/1/2021 RAAM Global Energy Co RAMGEN 12.500 39.700 10/1/2015 RadioShack Corp RSH 6.750 12.500 5/15/2019 RadioShack Corp RSH 6.750 11.750 5/15/2019 RadioShack Corp RSH 6.750 11.750 5/15/2019 Sabine Oil & Gas Corp SOGC 7.250 25.000 6/15/2019 Sabine Oil & Gas Corp SOGC 9.750 39.000 2/15/2017 Sabine Oil & Gas Corp SOGC 7.500 27.000 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 25.125 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 25.125 9/15/2020 Samson Investment Co SAIVST 9.750 26.500 2/15/2020 Saratoga Resources Inc SARA 12.500 36.750 7/1/2016 Swift Energy Co SFY 7.125 44.750 6/1/2017 TMST Inc THMR 8.000 20.000 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 9.250 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 16.750 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 9.250 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 9.125 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 14.800 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 8.250 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 9.000 11/1/2016 Tunica-Biloxi Gaming Authority PAGON 9.000 65.250 11/15/2015 Walter Energy Inc WLT 9.875 15.400 12/15/2020 Walter Energy Inc WLT 8.500 16.320 4/15/2021 Walter Energy Inc WLT 9.875 14.875 12/15/2020 Walter Energy Inc WLT 9.875 14.875 12/15/2020 Western Express Inc WSTEXP 12.500 89.250 4/15/2015 Western Express Inc WSTEXP 12.500 93.000 4/15/2015 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. 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 nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. 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 2015. 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. 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