/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150202.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, February 2, 2015, Vol. 19, No. 33 Headlines AC 1 INV: Manahawkin Shopping Center Slated for February Auction ADAMIS PHARMACEUTICALS: To Issue 1.5MM Shares Under Equity Plan AEREO INC: Lawton W. Bloom Approved as Chief Restructuring Officer AG 11 LLC: Case Summary & 3 Largest Unsecured Creditors ALABAMA AIRCRAFT: Boeing Must Fork Over Docs in $1.1B Row ALLIANT TECHSYSTEMS: Moody's Affirms Ba2 CFR Over Orbital Merger ALLY FINANCIAL: Posts $177 Million Net Income for Fourth Quarter AMERICAN CHARTER: Fitch Affirms 'BB' Rating on $73.8MM Bonds AMERICAN MEDIA: Sells Women's Active Lifestyle Unit to Meredith AMERICAN POWER: Van Steenwyk Reports 6.1% Stake as of Jan. 26 AOXING PHARMACEUTICAL: Deadline to Comply With NYSE Extended API TECHNOLOGIES: Posts $1.2 Million Net Loss in Fourth Quarter ASSUREDPARTNERS CAPITAL: Moody's Keeps B3 CFR Over Incremental Debt ASSUREDPARTNERS CAPITAL: S&P Rates $125MM Incremental Loan 'B' ATLANTIC COAST: EVP and CFO Jay Lent Resigns ATLAS RESOURCES: S&P Revises Outlook to Negative & Affirms 'B' CCR ATWOOD OCEANICS: S&P Revises Outlook to Stable & Affirms 'BB' CCR AUXILIUM PHARMACEUTICALS: Amends Notes Indenture with Trustee AUXILIUM PHARMACEUTICALS: BlackRock Has 6.4% Stake as of Dec. 31 AUXILIUM PHARMACEUTICALS: Endo Completes $2.6B Purchase AXESSTEL CORP: ComVen V Reports 5.3% Stake as of Sept. 24 BATS GLOBAL: Moody's Reinstates Corp. Family Rating to 'B1' BAXANO SURGICAL: Assets Fetch $7.8 Million at Auction BEAZER HOMES: Reports $22.3-Mil. Loss in Dec. 31 Quarter BERNARD L. MADOFF: Customers Benefit $25MM From Settlement BERRY PLATICS: Posts $13 Million Net Income in First Quarter BIG RIVERS: S&P Revises Outlook on 'BB-' ICR to Stable BINDER & BINDER: Committee Objects to Proposed Loan BLACKSANDS PETROLEUM: Delays Fiscal 2014 Form 10-K Filing BOMBARDIER RECREATIONAL: Bank Debt Trades at 2% Off BOOMERANG SYSTEMS: Arbitrator Denies Crescent's Fraud Claims BROWN BUILDING: Case Summary & 20 Largest Unsecured Creditors C. WONDER: Can Continue GOB Sales, Store Closings CACHE INC: MFP Partners Reports 13.1% Stake as of Jan. 23 CACHE INC: Receives NASDAQ Delisting Notice CAESARS ENTERTAINMENT: Bank Debt Trades at 9% Off CAESARS ENTERTAINMENT: Meeting to Form Committee on Feb. 4 CAESARS ENTERTAINMENT: No Accord Reached with Bank Lenders CALPINE CORP: Moody's Rates New $500MM Sr. Unsecured Notes 'B3' CAMPBELL CARMART: Case Summary & 7 Largest Unsecured Creditors CARROLS RESTAURANT: S&P Alters Outlook to Neg. & Affirms 'B-' CCR CENTRAL GARDEN: S&P Raises CCR to 'B+' on Improved Business Model CHAMPION INDUSTRIES: Incurs $1.1 Million Net Loss in 2014 CHINA TELETECH: Acquires 51% Equity Interest in Jinke CIT GROUP: DBRS Assigns 'BB' Issuer Rating COMMUNITY HEALTH: S&P Affirms B+ CCR & Revises Outlook to Stable COMMUNITYONE BANCORP: Posts $144 Million Net Income in Q4 COMSTOCK MINING: Has $9.64-Mil. Net Loss in 2014 COMSTOCK MINING: Incurs $13.3 Million Net Loss in 2014 COMSTOCK MINING: Van Den Berg Reports 25.5% Stake as of Dec. 31 CRAFT INTERNATIONAL: Has Feb. 17 Hearing on Deal to Close Company CTI BIOPHARMA: Estimates Financial Standing of $46.2MM at Dec. 31 CUI GLOBAL: First Eagle Investment Reports 11% Stake as of Dec. 31 DAE AVIATION: S&P Raises CCR to 'B' on Improving Financials DALLAS COUNTY SCHOOLS: Moody's Rates $12MM Promissorry Note Ba3 DENDREON CORP: Valeant Has Deal to Buy Prostate-Cancer Drug DENDREON CORP: Valeant to Serve as "Stalking Horse" Bidder DIAMOND FOODS: S&P Revises Outlook to Pos. & Affirms 'B-' CCR DIOCESE OF HELENA: Disclosures Okayed; Plan Hearing March 4 DOLLAR TREE: Moody's Assigns Ba2 Corporate Family Rating DOMARK INTERNATIONAL: Tonaquint Reports 9.9% Stake as of Jan. 30 DOVER DOWNS: Incurs $516,000 Net Loss in Fourth Quarter DOWNEY FINANCIAL: Creditors Beat FDIC for $370MM Tax Refund DRESSER-RAND GROUP: S&P Retains 'BB' CCR on CreditWatch Positive DUPONT PERFORMANCE: Bank Debt Trades at 2% Off ELEPHANT TALK: Appoints Co-Presidents of Mobile Platform Business ENERGY TRANSFER: Bank Debt Trades at 5% Off EPIC/FREEDOM LLC: Moody's Assigns B3 Corporate Family Rating ERF WIRELESS: Issues 46 Million Common Shares FCC HOLDINGS: Liquidating Plan Hearing Set for March 18 FIRST NATIONAL: Agrees to Settlement with SEC FL 6801: Needs Until March 20 to File Liquidating Plan FORTESCUE METALS: Bank Debt Trades at 11% Off GENERIC DRUG: Moody's Lowers Corporate Family Rating to 'B3' GETTY IMAGES: Bank Debt Trades at 9% Off GGW BRANDS: Trustee Goes After Former Lawyer GIGA-TRONICS INC: Incurs $67,000 Net Income in Dec. 27 Quarter HANOVER INSURANCE: S&P Raises Subordinated Debt Rating to 'BB+' HEALTHWAREHOUSE.COM: Mark Scott Reports 11.4% Stake as of Dec. 31 HERCULES OFFSHORE: BlackRock Reports 5.9% Stake as of Dec. 31 HERON LAKE: Auditors Remove "Going Concern" Qualification HIPCRICKET INC: Sale Procedure Hearing Set for Feb. 11 HOKULNI SQUARE: Ch. 7 Trustee Fees Not Based on Credit Bidding HORIZON LINES: Pioneer Global Owns 24.5% of Class A Shares IBCS MINING: Cash Collateral Hearing Set for March 23 IBCS MINING: Joint Chapter 11 Plan to be Funded Separately ILLINOIS INSTITUTE: Fitch Raises Rating on $189MM Bonds to 'BB' IMAGEWARE SYSTEMS: Offering $12MM Convertible Preferred Stock IMH FINANCIAL: Restructures its Corporate Debt INERGETICS INC: Israelian Reports 9.9% Stake as of Dec. 31 ITUS CORP: Incurs $9.6 Million Net Loss in Fiscal 2014 IZEA INC: Austin Marxe No Longer a Shareholder as of Dec. 31 IZEA INC: AWM Investment Reports 20% Stake as of Dec. 31 IZEA INC: Extends COO's Employment Until 2017 IZEA INC: To Acquire Ebyline JB VEGA: Ch. 11 Case Dismissed; Refiling Barred for 6 Months JEFFREY PROSSER: Faulty Bribery Allegations Lead to Sanctions KCG HOLDINGS: Moody's Affirms 'B1' CFR & Senior Secured Rating KEMET CORP: BlackRock Reports 6.3% Stake as of Dec. 31 KEMET CORP: Reports $2.9 Million Net Income for Fiscal Q3 KEMET CORP: Tocqueville Reports 8.8% Stake as of Dec. 31 KIOR INC: Feb. 19 Hearing on MDA' Bid for Conversion/Dismissal KIOR INC: Gets Final Approval to Incur $15M DIP Financing KIOR INC: Gets Final Loan, Plan Outline Hearing Set for Feb. 12 LEHMAN BROTHERS: Trustee Seeks to Disburse Another $2.2-Bil. LEVEL 3: Signs $500 Million Indenture with Bank of New York LORILLARD INC: Shareholders Approve Combination with Reynold MABLETON LLC: Case Summary & 15 Largest Unsecured Creditors MAGNESIUM CORP: Rennert to Testify in Bankruptcy Trial MAJESCO ENTERTAINMENT: EisnerAmper Expresses Going Concern Doubt MARION ENERGY: Hires Riviera-Ensley as Brokers & Sales Consultants MARION ENERGY: Hires Traton Engineering as Estate Professionals MARION ENERGY: Taps Rocky Mountain as Financial Advisors MCCLATCHY CO: BlackRock Has 6.1% of Class A Shares as of Dec. 31 MICRON TECHNOLOGY: Moody's Rates New Senior Notes Due 2023 'Ba3' MICRON TECHNOLOGY: S&P Assigns 'BB' Rating on 8.5-Yr. Sr. Notes MOBIVITY HOLDINGS: ACT Capital Reports 8.3% Stake as of Dec. 31 MOTORS LIQUIDATION: Judge Okays Liquidation of New GM Securities MRC GLOBAL: Bank Debt Trades at 8.5% Off MUD KING: Disclosure Statement Hearing Deferred to March 9 MULTIPLAN INC: Bank Debt Trades at 2.6% Off NAVISTAR INTERNATIONAL: Mark Rachesky Held 17.8% Stake at Jan. 28 NAVISTAR INTERNATIONAL: Web Cast for Analyst Day Feb. 4 NET ELEMENT: Has $50MM Equity Distribution Agreement with Revere NICHOLS CREEK: Feb. 25 Hearing on Bid for Exclusivity Extension NICHOLS CREEK: Hancock Wants Case Dismissed as Bad Faith Filing NPS PHARMACEUTICALS: BlackRock Reports 6.8% Stake as of Dec. 31 NPS PHARMACEUTICALS: Regulators Grant Waiting Period Termination OPTIM ENERGY: April 22 Hearing on Dispute with Blackstone Group OPTIM ENERGY: Seeks June 9 Extension of Plan Filing Date PARKER DRILLING: Moody's Affirms B1 CFR, Outlook Altered to Stable PHOTOMEDEX INC: Obtains Waiver on Forbearance Defaults PLATFORM SPECIALTY: S&P Retains 'BB' CCR Following $100MM Add-On POLY PLANT: Creditors Committee Taps K&L Gates LLP as Counsel POSITIVEID CORP: Shareholder Conference Call Held PRECISION OPTICS: AWM Investment Reports 29.7% Stake at Dec. 31 PROSPECT SQUARE: Balks at MSCI's Motion for Stay Relief PSL-NORTH AMERICA: Has Until April 13 to File Plan QUALITY DISTRIBUTION: BlackRock Reports 7% Stake as of Dec. 31 QUANTUM CORP: BlackRock Reports 6.7% Stake as of Dec. 31 QUANTUM CORP: Reports $7 Million Net Income for Third Quarter QUANTUM FUEL: Units Defer Interest Payment to Samsung Until 2016 RBLT PROPERTIES: Voluntary Chapter 11 Case Summary RIVERBOAT CORP: Moody's Withdraws B3 Corp. Family Rating ROADMARK CORPORATION: Section 341(a) Meeting Set for March 3 ROCKWELL MEDICAL: Pays off $18.9 Million Hercules Debt SAFEWAY INC: DBRS Cuts Issuer Rating to BB(low) on Albertson's Deal SAFEWAY INC: Moody's Assigns B1 CFR & Cuts Legacy Notes to B2 SAGE COLLEGES: Moody's Affirms B3 Rating on 1999A Fixed Rate Bonds SHASTA ENTERPRISES: Court Approves FFWP as Trustee's Counsel SPENDSMART NETWORKS: Hernandez-Ellsworth Resigns as President SPRINGS INDUSTRIES: Acquisition Plan No Impact on Moody's B2 CFR STARR PASS: Pima County Balks at Plan Approval STATE FISH: Section 341(a) Meeting Scheduled for Feb. 23 SUNTECH AMERICA: U.S. Trustee Forms Creditors' Committee TARGA RESOURCES: S&P Assigns 'B+' CCR & Rates $1.1BB Facility 'B+' TREETOPS ACQUISITION: Gets Feb. 12 Confirmation Hearing TRUMP ENTERTAINMENT: Creditors Find Holes in Icahn's Liens TRUMP ENTERTAINMENT: Taj Mahal Workers Protest Before Icahn TRUMP ENTERTAINMENT: To Make Law on Labor-Contract Dispute TRUSTMARK GROUP: A.M. Best Affirms 'bb' Debt Rating VAIL LAKE: Plan Confirmation Hearing Slated for March 12 VANTAGE DRILLING: Bank Debt Trades at 24% Off VERITEQ CORP: Sells $47,500 Promissory Note to Magna Equities VIVA INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors WAFERGEN BIO-SYSTEMS: AWM Reports 23.9% Stake as of Dec. 31 WAFERGEN BIO-SYSTEMS: Plans to Offer $30 Million Securities WALKER LAND: Wants Continued Use of Cash Collateral Until March WALLDESIGN INC: Centex Homes Wins Relief From Stay WALLDESIGN INC: Joint Plan of Liquidation Declared Effective WALTER ENERGY: CEO Madden to Receive $400,000 Cash Award WAVE SYSTEMS: Completes $3.6 Million Stock Offering WEST CORP: Posts $48.3 Million Net Income in Fourth Quarter WESTMORELAND COAL: Upsizes Term Loan by $75 Million YELLOWSTONE MOUNTAIN: Blixseth Must Explain Where $13.8M Went YMCA MILWAUKEE: Wins Court Approval of Reorganization Plan [*] Auto Makers Recalling 2.12-Mil. Cars, SUVs Over Air Bags [*] Court Approval Required for Mediation, Texas Judge Says [*] Schulte Roth Adds Leading Litigators to Washington Office [^] BOND PRICING: For The Week From January 26 to 30, 2015 ********* AC 1 INV: Manahawkin Shopping Center Slated for February Auction ---------------------------------------------------------------- AC I Manahawkin LLC is set to hold an auction of its assets on Feb. 9, according to court filings. The assets up for auction include a 326,149 square-foot shopping center located in Manahawkin, New Jersey. The shopping center known as Manahawkin Commons is currently 94% leased to 29 tenants, including Kmart and Staples. Also to be sold at the auction are the company's leases with the tenants and properties used to operate the shopping center. The auction will take place at the New York offices of Robinson Brog Leinwand Greene Genovese & Gluck P.C., the company's legal counsel. A court hearing to consider the sale of the assets to the winning bidder is scheduled for Feb. 11. On Jan. 13, U.S. Bankruptcy Judge Robert Drain approved a bidding process, which allowed AC I Manahawkin to solicit offers and sell its assets to the highest bidder. Pursuant to the bidding procedures, potential buyers must submit offers on or before Feb. 5, at 4:00 p.m. The bid must be accompanied by a deposit, which is 10% of the purchase price to be paid. The bidding process allows AC I Manahawkin to select a stalking horse bidder and offer a breakup fee of up to 2% of the purchase price, according to court filings. The bidding process previously drew flak from Acadia Realty Limited Partnership and from Tibor Klein and Gershon Klein, who are partial owners of AC I INV Manahawkin LLC. Acadia Realty, an unsecured creditor, questioned certain aspects of the bidding procedures, which could have a "chilling effect" on prospective buyers. Meanwhile, the Kleins demanded that they be consulted in connection with the bidding. Both objections had already been resolved. About AC I Inv AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I Manahawkin LLC filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on June 4, 2014. The petitions were signed by David Goldwasser, of GC Realty Advisors LLC, managing member. The Debtors estimated assets of $50 million to $100 million and debts of $0 to $50 million. Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the Debtors' counsel. Judge Robert D. Drain presides over the cases. Affiliates of AC I Inv., et al., have pending bankruptcy cases before Judge Drain. NY Affordable Housing Albany Assocs. LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-20007) on July 26, 2013. First Bronx LLC sought bankruptcy protection (Bankr. S.D.N.Y. Case NO. 14-22047) on Jan. 13, 2014. Ollie Allen Holding Company LLC sought bankruptcy (Case NO. 14-22204) on Feb. 18, 2014. U.S. Trustee was unable to form an official unsecured creditors' committee. ADAMIS PHARMACEUTICALS: To Issue 1.5MM Shares Under Equity Plan --------------------------------------------------------------- Adamis Pharmaceuticals Corporation filed a Form S-8 registration statement with the U.S. Securities and Exchange Commission to register 1,532,597 shares of common stock issuable under the Company's 2009 Equity Incentive Plan for a proposed maximum aggregate offering price of $9.65 million. A copy of the prospectus is available at http://is.gd/Rpct4A About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Adamis reported a net loss of $8.15 million for the year ended March 31, 2014, as compared with a net loss of $7.19 million for the year ended March 31, 2013. Mayer Hoffman McCann P.C., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company has incurred recurring losses from operations and has limited working capital to pursue its business alternatives. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2014, the Company had $11.6 million in total assets, $1.90 million in total liabilities and $9.65 million in total stockholders' equity. Bankruptcy Warning "Our management intends to attempt to secure additional required funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other pharmaceutical companies or third parties to co-develop and fund research and development efforts, or similar transactions. However, there can be no assurance that we will be able to obtain any required additional funding. If we are unsuccessful in securing funding from any of these sources, we will defer, reduce or eliminate certain planned expenditures and delay development or commercialization of some or all of our products. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us," the Company said in its quarterly report for the period ended June 30, 2014. AEREO INC: Lawton W. Bloom Approved as Chief Restructuring Officer ------------------------------------------------------------------ Bankruptcy Judge Sean H. Lane authorized Aereo, Inc., to designate Lawton W. Bloom of Argus Management Corporation as chief restructuring officer and Peter Sullivan and Scott Dicus as assistant restructuring officers nunc pro tunc to the Petition Date. The Court also approved the appointment of these officers. About Aereo, Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. The Debtor disclosed $22.2 million in assets and $2.78 million in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. AG 11 LLC: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------- Debtor: AG 11, LLC 187 NW 28th Street Miami, FL 33127 Case No.: 15-11758 Chapter 11 Petition Date: January 29, 2015 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Robert A Mark Debtor's Counsel: Nicholas B. Bangos, Esq. NICHOLAS B. BANGOS, P.A. 100 SE 2nd Street, Suite 3400 Miami, FL 33131 Tel: 305.375.9220 Fax: 305.375.8050 Email: nbangos@diazreus.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Gregory Blanco, managing member. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb15-11758.pdf ALABAMA AIRCRAFT: Boeing Must Fork Over Docs in $1.1B Row --------------------------------------------------------- Law360 reported that U.S. District Judge R. David Proctor in Alabama ordered The Boeing Co. to hand over documents related to past allegations it breached written agreements, but largely dismissed a bid from bankrupt Alabama Aircraft Industries Inc.'s trustee requesting "pattern and practice" evidence in its $1.1 billion suit over a U.S. Air Force contract. According to the report, Judge Proctor said in his ruling that many of AAI's discovery requests were irrelevant in the dispute over the Air Force's KC-135 tanker fleet contract, but found AAI should have limited access to judgments and settlements involving Boeing, including on allegations it misused Lockheed Martin Corp.'s proprietary information in pursuit of another Air Force's contract. As previously reported by The Troubled Company Reporter, Alabama Aircraft sued Boeing for, among others, breach of the parties' agreements, misappropriation of proprietary and trade secret information, and non-payment related to maintenance work for U.S. Air Force aircraft. Under a 2005 Memorandum of Agreement, Pemco (as Alabama Aircraft was known at that time) and Boeing agreed to be the prime contractor and Pemco the principal subcontractor. Alabama Aircraft alleges that after Boeing received a work contract in March 2008, Boeing deliberately and systematically caused multiple instances of so-called Customer Furnished Materials Type 2 deliveries to be delayed to Alabama Aircraft which resulted in it losing early completion bonuses. It also alleges it was not paid for "over and above" work by Boeing. The case is ALABAMA AIRCRAFT INDUSTRIES, INC., et al., Plaintiffs, v. THE BOEING COMPANY, INC., et al., Defendants, No. 2:11-CV-3577-RDP (N.D. Ala.). About Alabama Aircraft Birmingham, Alabama-based Alabama Aircraft Industries Inc. -- http://www.alabamaaircraft.com/-- provided aircraft maintenance and modification services for the U.S. government and military customers. Its 190-acre facility, as well as its corporate office, is located at the Birmingham International Airport. Alabama Aircraft filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011. Two subsidiaries also filed: Alabama Aircraft Industries, Inc.- Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering Services, Inc. (Case No. 11-10454). The Company said the primary goal of the Chapter 11 filing is to address long-term indebtedness and, in particular, long-term pension obligations. The Company owed $68.5 million the Pension Benefit Guaranty Corp. prepetition. Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, served as counsel to the Debtors. Alabama Aircraft estimated assets and debts of $1 million to $10 million as of the Chapter 11 filing. The Debtor won Court authority at the end of August 2011 to sell its assets to a unit of Kaiser Group Holdings Inc. for $500,000 and up to $30 million in recoveries from potential litigation. The Chapter 11 case was later converted to liquidation under Chapter 7. ALLIANT TECHSYSTEMS: Moody's Affirms Ba2 CFR Over Orbital Merger ---------------------------------------------------------------- Moody's Investors Service has affirmed all ratings of Alliant Techsystems Inc. ("ATK"), including the Ba2 Corporate Family Rating. The affirmation anticipates the merger between ATK's Aerospace and Defense Groups and Orbital Sciences Corporation ("Orbital Sciences") which is scheduled to close in early February. The rating outlook is Stable. Moody's expects to withdraw the ratings of Orbital Sciences, once that debt is repaid at the close. Ratings Rationale Ratings: Corporate Family, affirmed at Ba2 Probability of Default, affirmed at Ba2-PD Speculative Grade Liquidity at SGL-3 $2.11 billion first lien credit facility, affirmed at Ba1, LGD-3 from LGD-2 $300 million senior unsecured notes, affirmed at Ba3, LGD-5 from LGD-5 $350 million senior subordinated notes, affirmed at B1, LGD-6 (to be withdrawn after expected redemption) Rationale Moody's believes that ATK will become more focused on its unique product strengths with deeper engineering credentials, and have greater potential to be a prime or lead contractor within the aerospace/defense sector. Nonetheless, there is meaningful integration-related risk given the scale of the respective organizations, uncertainty within the Antares rocket program, and a fairly modest liquidity profile given the working capital volatility and the potential integration issues. Pro forma for the merger and spin off of ATK's Sporting Group business Moody's expects debt/EBITDA at the mid-3x level with EBIT/interest at mid-4x level for ATK. Moody's estimates annual free cash flow of $150 million to $200 million, so leverage is likely to improve only slowly. Since ATK is a supplier to Orbital Sciences, vertical integration opportunities for ATK's rocket motor systems and mechanical components on Orbital Sciences' existing launch vehicles and satellites should directly result. New contract and product development opportunities could as well arise from the combined engineering and research/development teams. Cost synergies from elimination of duplicative corporate functions would enhance price competitiveness. However, this is a significant integration and the early success will be instrumental to maximizing the product development potential. The increased scale provides more resources to accommodate Orbital Sciences' Cargo Resupply Services contract (CRS I), as there is limited cushion for cost overrun with the recent Antares rocket launch failure. Future marketability of the Antares rocket will, nonetheless, depend on how well the rocket performs after the newly selected motor gets integrated. Uncertainty around how well Antares will perform tempers the rating because the program carries much financial and reputational weight. The liquidity profile is adequate, denoted by the Speculative Grade Liquidity rating of SGL-3, with about $300 million of cash expected at close and approximately $350 million of estimated revolver availability. The Ba3 senior unsecured rating has been affirmed on expectation that first lien debt will be repaid rapidly given the term loan amortization schedule. Soon after close, ATK's remaining subordinate debt will be redeemed, eliminating a layer of junior debt capital that historically provided loss-absorption benefit and some rating benefit to the unsecured debt. Without that subordinated debt, Moody's expects that the unsecured notes would have a greater loss given default (or, lower recovery), but not of a magnitude that causes an instrument rating downgrade. Nonetheless, if the first lien debt is not reduced as anticipated, there could be downward rating pressure on the senior unsecured rating. The rating outlook is stable. High backlog, expectation of debt/EBITDA at mid-3x with free cash flow/debt in the high single digit percentage range are supportive elements. The ratings could be upgraded with the expectation of sustained mid single digit percentage or better revenue growth, EBITDA margin at 15% or higher, debt/EBITDA at or below 3x, FCF/debt above 10 % and good liquidity. Completion of the CRS I contract without charges of material size and improved marketability of the Antares rocket-- such as may come with integration of the new primary motor and resulting mission success-- would be an important factor with any potentially higher rating. The ratings could be downgraded if Moody's expects debt/EBITDA to trend above 4x, FCF/debt at or below 5%, backlog erosion or material charges to income particularly from negative contract developments. Material integration risks, or unexpected charges could also pressure the ratings down, as could any weakening in liquidity. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Orbital Sciences Corporation, headquartered in Dulles, Virginia, manufactures small/medium space and missile systems for commercial, civil government and military customers. Alliant Techsystems Inc.'s Aerospace and Defense groups produce propulsion, composite structures, munitions, rocket motor systems, precision missiles, and ammunition. Last twelve months ended March 31, 2014 revenues pro forma for the merger would have been about $4.5 billion. ALLY FINANCIAL: Posts $177 Million Net Income for Fourth Quarter ---------------------------------------------------------------- Ally Financial Inc. reported net income of $177 million, or $0.23 per diluted common share, for the fourth quarter of 2014, compared to net income of $423 million, or $0.74 per diluted common share, in the prior quarter, and net income of $104 million, or a loss of $0.78 per diluted common share, for the fourth quarter of 2013. The company reported core pre-tax income of $229 million in the fourth quarter of 2014, compared to core pre-tax income of $467 million in the prior quarter and $142 million in the comparable prior year period. Excluding repositioning items, which were primarily related to the early extinguishment of high-cost legacy debt, the company reported core pre-tax income of $396 million for the quarter. Adjusted earnings per diluted common share for the quarter were $0.40, compared to $0.53 for the previous quarter, and a loss of $0.14 for the comparable prior year period. For the full year 2014, Ally reported net income of $1.2 billion, or $1.83 per diluted common share, compared to net income of $361 million in 2013, or a loss of $1.64 per diluted common share. Core pre-tax income in 2014 totaled $1.4 billion, compared to core pre-tax income of $606 million in the prior year. Excluding repositioning items, Ally reported core pre-tax income of $1.6 billion for 2014, compared to $850 million for 2013. Adjusted earnings per diluted common share for full year 2014 were $1.68, compared to a loss of $0.14 in the prior year. "The past year's accomplishments - from successful completion of our initial public offering to repayment of TARP - has solidified Ally's standing as a stronger, more focused financial services company," said Chief Executive Officer Michael A. Carpenter. "We began the year with a plan aimed at improving shareholder returns, and significant progress was achieved in 2014 in the areas of net interest margin expansion, expense reduction and regulatory normalization, which all led to a core return on tangible common equity of 7.9 percent for the year. We remain committed to further improving our core return on tangible common equity as we move through 2015. "At the foundation of this effort have been two very strong franchises in our dealer financial services and direct banking operations," Carpenter continued. "While we have been transforming our dealer financial services business into a market-driven competitor for several years, in 2014, we began to really accelerate the expansion of our diversification efforts, which now represents 22 percent of our auto originations and approximately 10,000 active dealers. We are well-positioned to continue the momentum in this area of the business this year." Carpenter continued, "Ally Bank continues to be a great success story with a lot of potential yet to be harvested. The bank maintained its positive trajectory, with retail deposits up 11 percent year-over-year and more than 900,000 loyal customers who have responded to our consumer-centric philosophy. As we look ahead, we will continue to evaluate ways in which we can further leverage this franchise to meet the financial needs of these consumers." Ally's consolidated cash and cash equivalents were $5.6 billion as of Dec. 31, 2014, down slightly from $5.7 billion at Sept. 30, 2014. Included in this quarter's balance are $2.2 billion at Ally Bank and $1.5 billion at the Insurance business. A full-text copy of the press release is available at: http://is.gd/gxKk7F 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 CHARTER: Fitch Affirms 'BB' Rating on $73.8MM Bonds ------------------------------------------------------------ Fitch Ratings affirms the 'BB' rating on approximately $73.8 million series 2007A bonds issued by the Pima County Industrial Development Authority, Arizona (PCIDA). The bonds were issued on behalf of the American Charter Schools Foundation (ACSF). The Rating Outlook is Stable. SECURITY The bonds are secured by a joint and several pledge of the revenues of the 10 ACSF schools in Arizona (collectively, the schools), which primarily consist of state aid based on enrollment. The bonds are additionally secured by a debt service reserve (DSR). The schools also make annual renewal and replacement deposits. Charter payments from the state are made directly to the bond trustee. KEY RATING DRIVERS WEAK FINANCIAL PROFILE: The rating reflects a history of break-even to slightly negative GAAP operations (although fiscal 2014 margins were stronger at 4%), a very limited financial cushion, a high debt burden and adequate, albeit limited, coverage of transaction maximum annual debt service (TMADS). ACSF's financial profile demonstrates characteristics consistent with a speculative grade rating. ENROLLMENT ISSUES PERSIST: Aggregate enrollment at the schools fell 12% in fall 2014, with nine out of 10 schools experiencing a decline. In the prior two years enrollment had grown modestly following three consecutive years of declines. Enrollment trends remain uneven among the 10 schools and the fall 2014 declines are a credit concern. Fitch takes some comfort that the charter management organization (CMO) has a track-record of managing expenses during enrollment fluctuations, although the prior declines were not as large. STRUCTURAL BONDHOLDER PROVISIONS: Legal and structural security measures include a trustee intercept of state aid. This provides for payment of debt service before any pro-rata distribution of revenues to the schools, and contractual subordination of the CMO fee. RATING SENSITIVITIES MARGIN DETERIORATION: Should ACSF's operating margin deteriorate, causing TMADS coverage to fall below 1.0x, or further weakening of already slim balance sheet resources, negative rating pressure is likely. Fitch expects TMADs in fiscal 2015 to be pressured, but to be similar to results in fiscal 2013. Weaker margins or lower coverage could trigger a negative rating action. ENROLLMENT AND RENEWAL PRESSURES: Failure to stabilize enrollment and generate operating and balance sheet results in fiscal 2015 at least consistent with fiscal 2013 results could negatively pressure the rating. Fitch will monitor charter renewals for the 10 schools, all of which currently expire in 2017 or 2018. STANDARD SECTOR CONCERNS: A limited financial cushion, substantial reliance on enrollment-driven, per-pupil funding and charter renewal risk are credit concerns common among all charter school transactions which, if pressured, could negatively impact the rating. CREDIT PROFILE ACSF is composed of 10 high schools, nine of which operate in the Phoenix, AZ metropolitan area. The tenth school operates in Tucson. Enrollment in fall 2014 was 3,800, down from 4,083 the year before. All of the 10 bond schools are alternative schools except for South Ridge High School. The schools maintain independent charters from the Arizona State Board of Charter Schools (ASBCS). Each charter has a 15-year term (which is standard in Arizona) and expires in 2017 or 2018. Fitch notes positively that the schools currently remain in good standing under their charters and the authorizer reports a positive working relationship with the operator. Seven of the schools' charters are up for renewal in 2017; the remaining three are in 2018. The ACSF bond schools each maintain management agreements with the Leona Group, one of the largest CMOs in Arizona. At this time, Leona manages approximately 60 charter schools nationwide, including 26 in Arizona (including the 10 bond schools), as well as schools in Michigan, Ohio, Indiana and Florida. Leona maintains dual headquarters in Arizona and Michigan. In Arizona, neither ACSF nor the Leona Group plan to open any new schools in the 2016 academic year. SLIM OPERATING PERFORMANCE The 'BB' rating indicates an overall financial profile that Fitch considers to be consistent with a non-investment-grade rating. ACSF's GAAP operating margin varies year to year. Margins were positive 4.1% in fiscal 2014, compared to negative 1.1% in fiscal 2013 and negative 1.3% in 2012. Margins averaged 0.12% between fiscal years 2009 - 2014. Due to fall 2014 enrollment declines, management projects fiscal 2015 operating results to be balanced, but closer to fiscal 2013 levels. The ACFS bond schools, as a group, have generated slim but positive transactional MADS coverage in each of the last six years. Fitch defines TMADS as maximum annual debt service excluding a balloon payment in the last maturity, typically funded from the DSR. TMADS coverage was 1.4x for the fiscal year ending June 30, 2014, which compared to 1.1x in both 2013 and 2012. For the current 2015 budget year, the CMO expects operating results to be weaker, closer to fiscal 2013 performance. The annual debt service coverage requirement is 1.0x sufficiency; a higher coverage level is required for issuance of additional bonds. LIMITED BALANCE SHEET In addition to slim operating results, ACFS has a weak balance sheet, both of which limit operating flexibility. Available Funds, defined as cash and investments not permanently restricted, improved slightly to $1.5 million at the end of fiscal 2014, up from $994,000 in 2013 and $1.37 million in 2012. However, fiscal 2014 available funds still represented a very slim 4.7% of operating expenses ($32.5 million) and 2.1% of outstanding debt ($73.8 million). HIGH DEBT BURDEN ACSF's slim operating performance and balance sheet cushion exacerbate concerns about the foundation's high debt burden. TMADS of $5.6 million represented 16.5% of fiscal 2014 operating revenues, consistent with recent years. No additional debt is planned for the ACSF schools at this time. ENROLLMENT STRESSES OPERATIONS Enrollment fell 12% in fall 2014, following two years where the CMO successfully increased aggregate enrollment by 0.4% and 4.3%. Fitch views this decline negatively, as it is a more volatile drop than seen in the last six academic years. However, the CMO has some track-record managing such volatility, which provides some comfort. The schools experienced an 8% enrollment decline in fall 2010, and the CMO managed the budget to generate TMADS coverage that year. Management reports continued focus on re-growing enrollment, and notes that most of the schools have physical capacity. Fitch views the Arizona charter school market as experiencing greater competition, even for ACSF's nine alternative high schools, than in prior years. The persisting enrollment issues are reflected in the 'BB' rating. ACADEMIC PERFORMANCE All Arizona schools, including charter schools, are transitioning to Common Core (CC) academic standards and testing in the 2014/2015 academic year. ACSF management reports that CC curriculum was introduced in the schools beginning last academic year. This academic transition means that existing state academic scoring may change. Fitch notes that nationally, the CC transition, and evaluation of related test results, is expected to take several years. For the 2013/2014 academic year, seven of the schools met the state's academic expectations, and three did not. The academic performance of the 10 schools varied widely; two received the highest 'A' designation, four received a 'B', and four received a 'C'. During the 2012/2013 academic year, all ten schools met the state's academic expectations. The CMO reports that academic resources have been added to ACSF schools as needed. Given the timing of ACSF charter renewals, and the importance of academic performance in that process, Fitch notes the importance of management's academic actions. AMERICAN MEDIA: Sells Women's Active Lifestyle Unit to Meredith --------------------------------------------------------------- American Media, Inc., and its indirect subsidiary Weider Publications, LLC, entered into an asset purchase agreement with Meredith Corporation on Jan. 26, 2015, which provides for the sale of certain assets relating to the Company's Shape, Fit Pregnancy and Natural Health brands and magazines, which comprises the Company's Women's Active Lifestyle segment. A full-text copy of the Asset Purchase Agreement is available at http://is.gd/uMC4BK According to a regulatory filing with the U.S. Securities and Exchange Commission, the Company received the initial cash consideration of $60,000,000 on Jan. 30, 2015, when the transaction closed. The Company is further entitled to additional consideration, in the form of a one-time payment, following the completion of Meredith's 2018 fiscal year on June 30, 2018. The Additional Consideration will be based upon 40% of the adjusted operating profit of the combination of the Company's Shape brand and Meredith's Fitness brand, up to $60,000,000. Pursuant to the Purchase Agreement, the Company will continue to publish the Shape, Fit Pregnancy and Natural Health magazines with on-sale dates through March 31, 2015, after which Meredith will assume publishing responsibilities for those titles. Effective as of the closing, Meredith assumed control over the digital assets used with Shape, Fit Pregnancy and Natural Health. On Jan. 27, 2015, the Company amended its revolving credit agreement, dated as of Dec. 22, 2010, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto. In particular, the amendment permits the transactions contemplated by the Purchase Agreement. The Company intends to use all or a portion of the net cash proceeds received from the sale of the Business to Meredith to repurchase, repay or offer to repay indebtedness, including the Company's 11 1/2% first lien notes due 2017. To the extent the Company does not repurchase or repay indebtedness as intended, it will use those proceeds for general corporate purposes. On Jan. 20, 2015, certain holders of the First Lien Notes who are affiliated with the Company exchanged $32 million of the First Lien Notes for approximately $39 million of newly issued 7.000% Second Lien Notes due 2020. The Company anticipates that the Affiliated Noteholders may exchange an additional amount of First Lien Notes for New Second Lien Notes such that the Company's pro forma first lien leverage ratio after giving effect to such exchange will be below 3.5x. The Company believes that, subject to market conditions and the financial performance of the Company, it may be in a position to refinance the remaining First Lien Notes during the quarter ending June 30, 2015. About American Media Based in New York, American Media, Inc., publishes celebrity journalism and health and fitness magazines in the U.S. These include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health, and The National Enquirer. In addition to print properties, AMI manages 14 different Web sites. The company also owns Distribution Services, Inc., an in-store magazine merchandising company. American Media, Inc., and 15 units, including American Media Operations, Inc., filed for Chapter 11 protection in Manhattan (Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a prepackaged plan. The Debtors emerged from Chapter 11 reorganization in December 2010, handing ownership to former bondholders. The new owners include hedge funds Avenue Capital Group and Angelo Gordon & Co. American Media reported a net loss of $54.3 million on $344 million of total operating revenues for the fiscal year ended March 31, 2014, following a net loss of $56.2 million on $349 million of total operating revenues for the year ended March 31, 2013. * * * As reported in the Jan. 9, 2015 edition of the TCR, American Media carries a 'Caa1' corporate family rating from Moody's. American Media's Caa1 CFR reflects the company's elevated total debt to EBITDA leverage that Moody's expect will rise to the 8-9x range (Moody's adjusted) over the rating horizon from about 7x as of Sept. 30, 2014 as a result of lower EBITDA performance that stems from a reduction in circulation sales associated with the bankruptcy filing of AMI's second largest publications wholesaler, Source Interlink Distribution ("Source"). The rating also captures AMI's weak liquidity profile and deteriorating EBITDA cushion under the revolver's first-lien leverage covenant resulting from the lower circulation revenue aggravated by the Source bankruptcy, which required temporary covenant relief through an amendment to the credit facility. As reported in the Jan. 14, 2015 edition of the TCR, Standard & Poor's Ratings Services said that its ratings on U.S. magazine publisher American Media Inc., including the 'CCC' corporate credit rating, are not affected by the company's announcement that it is exchanging $32 million of its first-lien 11.5% notes due 2017 for $39 million in new second-lien 7% notes due 2020. The negative rating outlook remains unchanged. AMERICAN POWER: Van Steenwyk Reports 6.1% Stake as of Jan. 26 ------------------------------------------------------------- Matthew Van Steenwyk reported in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Jan. 26, 2015, he beneficially owned 3,098,760 shares of common stock of American Power Group Corporation representing 6.1 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/ofYemz About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ American Power reported a net loss available to common stockholders of $3.25 million on $6.28 million of net sales for the year ended Sept. 30, 2014, compared to a net loss available to common stockholders of $2.92 million on $7.01 million of net sales for the year ended Sept. 30, 2013. As of Sept. 30, 2014, the Company had $8.52 million in total assets, $5.49 million in total liabilities and $3.02 million in total stockholders' equity. AOXING PHARMACEUTICAL: Deadline to Comply With NYSE Extended ------------------------------------------------------------ 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, the Company 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/or net losses in two of its three most recent fiscal years ended June 30, 2013; * Section 1003(a)(ii) since it reported stockholders' equity of less than $4,000,000 at Sept. 30, 2013, and has incurred losses from continuing operations and/or net losses in three of its four most recent fiscal years ended June 30, 2013; * Section 1003(a)(iii) since it reported stockholders' equity of less than $6,000,000 at June 30, 2013 and has incurred losses from continuing operations and/or 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 Jan. 23, 2014, to regain compliance with Section 1003(a)(iv). On Jan. 29, 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 March 21, 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 TECHNOLOGIES: Posts $1.2 Million Net Loss in Fourth Quarter --------------------------------------------------------------- API Technologies Corp. reported a net loss attributable to common shareholders of $1.17 million on $57.8 million of net revenues for the three months ended Nov. 30, 2014, compared with a net loss attributable to common shareholders of $7.63 million on $59.1 million of net revenue for the same period in 2013. For the 12 months ended Nov. 30, 2014, the Company reported a net loss attributable to common shareholders of $19.3 million on $227 million of net revenue compared to a net loss attributable to common shareholders of $8.28 million on $244 million of net revenue for the same period a year ago. As of Nov. 30, 2014, the Company had $283 million in assets, $172 million in liabilities, and $111 million in shareholders' equity. "During fiscal year 2014 we continued to execute on our operational and business strategies, resulting in operating income of $4.6 million - a $6.1 million increase over prior year, along with double-digit EBITDA margin and positive cash flow. Moreover, the execution of our product roadmap and successful launch of technologically advanced products continue to attract new customers and industry recognition," said Bel Lazar, president and chief executive officer, API Technologies. A full-text copy of the press release is available at: http://is.gd/vz3Vob About API Technologies API Technologies designs, develops and manufactures electronic systems, subsystems, RF and secure solutions for technically demanding defense, aerospace and commercial applications. API Technologies' customers include many leading Fortune 500 companies. API Technologies trades on the NASDAQ under the symbol ATNY. For further information, please visit the Company Web site at http://www.apitech.com/ For the 12 months ended Nov. 30, 2013, the Company incurred a net loss of $7.22 million on $244 million of net revenue as compared with a net loss of $149 million on $242.38 million of net revenue for the 12 months ended Nov. 30, 2012. * * * As reported by the TCR on Feb. 14, 2013, Moody's Investors Service has withdrawn all ratings of API Technologies, including its 'Caa1' Corporate Family Rating and negative outlook due to the repayment of all rated debt. On Feb. 6, 2013, API Technologies completed a refinancing of its previously outstanding rated bank debt. All ratings of API have been withdrawn since the company has no rated debt outstanding. In the Feb. 22, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on API Technologies to 'B-' from 'B'. "The downgrade reflects weaker-than-expected credit metrics resulting from less-than-expected improvements in operating performance and higher debt, including a modest increase from the recent refinancing," said Standard & Poor's credit analyst Chris Mooney. ASSUREDPARTNERS CAPITAL: Moody's Keeps B3 CFR Over Incremental Debt ------------------------------------------------------------------- Moody's Investors Service is maintaining the B3 corporate family rating and B3-PD probability of default rating of AssuredPartners Capital, Inc. following the announcement that it intends to issue an incremental $125 million under its first-lien term loan. Net proceeds from the offering will be used for general corporate purposes, including to fund future acquisitions and pay down revolving credit loans that were drawn to fund prior acquisitions. The planned issuance does not change AssuredPartners' corporate family rating or its debt ratings, which include a B2 rating on its first-lien revolver and term loan and a Caa2 rating on its second-lien term loan. The outlook for the ratings is stable. Ratings Rationale AssuredPartners' ratings reflect its increasing market position in North American insurance brokerage, mix of business between P&C insurance and employee benefits, and good EBITDA margins. These strengths are offset by the company's substantial financial leverage including significant contingent earn-out liabilities, low interest coverage metrics, and rapid pace of acquisitions which gives rise to integration and contingent risks (e.g., exposure to errors and omissions). Giving effect to the proposed financing, Assured Partners' debt-to-EBITDA ratio is expected to be between 7.5x-8x, including estimated contingent earn-out payables. Such financial leverage is aggressive for the firm's rating category, but Moody's expects that AssuredPartners will reduce its debt-to-EBITDA ratio over the next year through EBITDA growth. Moody's also expect AssuredPartners will generate enough operating cash flow combined with cash on the balance sheet to service these liabilities. Factors that could lead to an upgrade of Assured Partners' ratings include: (i) debt-to-EBITDA ratio below 5.5x, (ii) EBITDA -- capex) coverage of interest consistently exceeding 2x, and (iii) free-cash-flow-to-debt ratio consistently exceeding 5%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 8x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Giving effect to the incremental term loan, AssuredPartners' ratings (and revised loss given default assessments) include: Corporate family rating B3; Probability of default rating B3-PD; $100 million first-lien revolving credit facility B2 (to LGD3, 39% from LGD3, 37%); $545 million (including $125 million proposed issuance) first-lien term loan B2 (to LGD3, 39% from LGD3, 37%);); $135 million second-lien term loan Caa2 (to LGD5, 89% from LGD5, 88%). The principal methodology used in these ratings was Moody's Global Rating Methodology for Insurance Brokers and Service Companies published in February 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Based in Lake Mary, Florida, AssuredPartners ranks among the 15 largest US insurance brokers in terms of revenues. Through subsidiaries across the US, the company distributes P&C insurance and employee benefits products to mid-sized businesses. For the trailing twelve months period ending September 30, 2014, AssuredPartners reported total revenues of $332 million. ASSUREDPARTNERS CAPITAL: S&P Rates $125MM Incremental Loan 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' debt rating to AssuredPartners Capital Inc.'s (Assured) planned $125 million incremental first-lien term loan. S&P assigned a recovery rating of '3' to this loan, reflecting its expectation for meaningful (50% to 70%) recovery in the event of a payment default. S&P expects Assured to use the proceeds to fund pending acquisitions, repay its existing revolver balance, and support its liquidity needs. Assured will issue the proposed new loan as a separate tranche governed by the same terms as Assured's $420 million first-lien term loan issued March 2014. S&P does not expect the incremental debt to change the company's financial profile materially, and S&P believes that the issuance and its use correspond with the company's strategic plan. In connection with this issuance S&P would expect the company to report approximately $700 million of debt (pro-forma for year-end 2014). S&P also expects its adjusted debt-to-EBITDA and EBITDA interest coverage ranges for 2015 to be 6.0x-7.0x and 3.0x-4.0x, respectively, which supports S&P's current ratings on the company. S&P's 'B' corporate credit rating on Assured reflects S&P's assessment of the company's business risk profile as fair and its financial risk profile as highly leveraged. S&P assess Assured's business risk profile on the low end of the fair category, reflecting its constrained competitive position as a result of its small scale and limited scope and diversity with business operations in a highly competitive, fragmented, and cyclical industry. Partially offsetting these weaknesses is a seasoned management team with extensive experience in the industry and a track record of successfully acquiring and integrating Assured's operating platform since its inception. The highly leveraged financial risk profile reflects S&P's view about debt leverage, including the proposed new issuance. The assessment also reflects the company's aggressive financial policy stemming from its private-equity controlling ownership being focused on a growth-by-acquisition strategy. RATINGS LIST AssuredPartners Capital Inc. Counterparty Credit Rating B/Stable/-- $125 mil incremental 1st-lien term loan B Recovery Rating 3 ATLANTIC COAST: EVP and CFO Jay Lent Resigns -------------------------------------------- Mr. John "Jay" C. Lent informed Atlantic Coast Financial Corporation and Atlantic Coast Bank, the Company's wholly-owned subsidiary, that he is resigning from serving as executive vice president and chief financial officer of each the Company and the Bank, effective as of Jan. 29, 2015. To facilitate an orderly transition, Mr. Lent is expected to continue employment with the Company through March 2, 2015, during which time he will be paid his current compensation and benefits. Mr. Lent's departure is for personal reasons and not related to any disagreement with the Company or the Bank, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company and the Bank appointed Mr. James D. Hogan as interim chief financial officer, effective as of Jan. 29, 2015. Mr. Hogan's appointment is contingent upon receipt of regulatory non-objection from the Federal Reserve Bank of Atlanta and the Office of the Comptroller of the Currency. The Company has engaged a national search firm to assist in the Company's search for a permanent successor as chief financial officer and will make an announcement once a successor to Mr. Hogan is appointed. Mr. Hogan, aged 70, has served as a director on the Board of Directors of the Company since December 2013 and as chief risk officer of the Company since May 2014. Mr. Hogan previously served the Company as interim executive vice president and chief financial officer from December 2013 to May 2014. Prior to joining the Company, Mr. Hogan served as executive vice president and interim chief financial officer of Customers Bankcorp, Inc., from October 2012 to August 2013. Mr. Hogan also served as Customers Bank's executive vice president and director of Enterprise Risk Management from June 2010 to October 2012. From 2005 to 2010, Mr. Hogan was retired but continued to work occasionally, primarily in private consulting. Mr. Hogan was executive vice president and chief financial officer of Sovereign Bancorp, Inc., from 2001 to 2005. He was the executive vice president and corporate controller of Firstar Bancorp (now US Bancorp) from 1987 to 2001, and was the Controller of The Idaho First National Bank (now West One Bank) from 1976 to 1987. Mr. Hogan became a certified public accountant in 1970, keeping an active license through 2005, and began his career as a bank audit specialist with Coopers and Lybrand (now PriceWaterhouseCoopers). Mr. Hogan graduated from the University of Miami in 1970 with a B.S. in Accounting. Beyond his salary for service as chief risk officer of the Company at the annual rate of $75,000, Mr. Hogan will receive no incremental salary for his service as interim chief financial officer. Mr. Hogan will continue to be entitled to participate on the same terms and conditions as other executive officers in the Company's 401(k) Plan, Stock Option Plan, Recognition and Retention Plan, Employee Stock Purchase Plan, Employee Stock Ownership Plan, Amended and Restated Supplemental Executive Retirement Plan, and employee health and welfare plans. The appointment of Mr. Hogan as interim chief financial officer of the Company was not pursuant to any arrangement or understanding with respect to any other person. About Atlantic Coast Atlantic Coast Financial Corporation is the holding company for Atlantic Coast Bank, a federally chartered and insured stock savings bank. It is a community-oriented financial institution serving northeastern Florida and southeastern Georgia markets. Investors may obtain additional information at http://www.AtlanticCoastBank.net/ , under Investor Information. Atlantic Coast reported a net loss of $11.4 million in 2013, a net loss of $6.66 million in 2012 and a net loss of $10.3 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $714 million in total assets, $643 million in total liabilities and $70.5 million in total stockholders' equity. ATLAS RESOURCES: S&P Revises Outlook to Negative & Affirms 'B' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its rating outlook on Atlas Resources Partners L.P. to negative from stable and affirmed its 'B' corporate credit rating on the company. S&P also affirmed its 'B-' issue rating, with a '5' recovery rating, on the company's senior unsecured notes. "The outlook revision follows an evaluation of the likelihood that Atlas' leverage will approach our downgrade trigger for the rating and that liquidity could deteriorate over the next year," said Standard & Poor's credit analyst Ben Tsocanos. The partnership may have limited access to capital markets due to the downturn in the oil and naturel gas industry, and be unwilling to issue equity at current unit prices. S&P forecasts that Atlas' credit measures will weaken over the next two years because of lower commodity prices. Atlas has hedges covering a significant portion of 2015 production, which provides some cash flow protection, but S&P expects revenue to decline as hedges begin to roll off next year. About one-half of Atlas' expected 2016 oil production (including drilling partnership production) is hedged, compared with about 70% in 2015. The negative rating outlook reflects Standard & Poor's expectation that Atlas' leverage will increase, reaching 5x debt to EBITDA and FFO to debt of about 16% by year-end 2015, which S&P views as weak for the rating. The negative outlook also reflects S&P's liquidity assessment, which may be limited if the borrowing base on the partnership's credit facility goes down in April. S&P could lower the ratings on the partnership if its liquidity is reduced or leverage continues to weaken to the point that debt to EBITDA rises above 5x and FFO to debt falls below 12% without a clear path to recovery. S&P would consider stabilizing the outlook if Atlas can improve liquidity and maintain leverage below 5x debt to EBITDA and above 12% FFO to debt. ATWOOD OCEANICS: S&P Revises Outlook to Stable & Affirms 'BB' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook to stable from positive on Houston-based Atwood Oceanics Inc. and affirmed its 'BB' corporate credit and senior unsecured debt ratings on the company. The recovery rating on the company's senior unsecured notes remains unchanged at '3', indicating S&P's expectation for meaningful (50% to 70%) recovery if a payment default occurs. "The outlook revision reflects our revised expectations for growth and higher uncertainty in Atwood's asset and cash flow base in the next three years due to difficult market conditions," said Standard & Poor's credit analyst Christine Besset. S&P believes that the recent addition of new rigs to Atwood's fleet, while supporting fleet quality, only offsets S&P's forecast of lower day rates for uncontracted rigs in the next three years and the retirement of older assets. Nevertheless, S&P expects Atwood to maintain solid profitability measures and adequate credit ratios throughout the downturn given the company's fleet quality and strong revenue backlog for the next 18 months. Based on S&P's assumptions that the company will take delivery and contract its two additional drillships in September 2015 and June 2016 at $400,000 per day (the day-rate on recent contract awards), S&P forecasts funds from operations (FFO) to debt to average 30% and debt to EBITDA to remain in the 2.5x to 3x range in the next three years. S&P notes that the company may request a six-month delay in the delivery of these two drillships, a scenario under which S&P believes credit measures would remain adequate for the rating. The stable outlook reflects S&P's expectation that Atwood's credit measures will remain adequate for the rating category in the next 24 months. S&P expects that oversupply in new rigs and low commodity prices will heighten competition and recontracting risk over the next two years, resulting in downward pressure on day rates and utilization levels. However, S&P believes that Atwood's contract backlog provides solid cash flow visibility in the next 18 months. S&P would consider an upgrade if market conditions recover and Atwood contracts its third drillship for two years before delivery, successfully executes the rig's mobilization, and maintains FFO to debt above 30%. S&P could consider a downgrade if FFO to debt remained less than 20% for a sustained period without a clear path for improvement. Such a scenario would most likely occur due to significant delays or operational issues on new-builds or much weaker than expected utilization rates and day-rates on uncontracted rigs due to deteriorating market conditions. S&P do not expect the company to pursue additional new construction in the next 12 months given the current oversupply in the offshore rig market. AUXILIUM PHARMACEUTICALS: Amends Notes Indenture with Trustee ------------------------------------------------------------- Auxilium Pharmaceuticals, Inc., Endo International plc and Wells Fargo Bank, National Association, as trustee, entered into a Second Supplemental Indenture to the Indenture, dated as of Jan. 30, 2013, between Auxilium and the Trustee, as supplemented by the First Supplemental Indenture, dated as of Jan. 30, 2013, relating to Auxilium's 1.50% Convertible Senior Notes due 2018. For each share of Auxilium common stock a holder of Notes was previously entitled to receive upon conversion of Notes, that holder will instead be entitled to receive $9.88 in cash and 0.3430 ordinary shares of Endo. A full-text copy of the Second Supplemental Indenture is available for free at http://is.gd/0saPfK 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 million in total liabilities and total stockholders' equity of $162 million. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium including the Corporate Family Rating to 'B3' from 'B2'. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings Services raised its corporate credit rating on Auxilium to 'CCC+' following the announced restructuring program and a $50 million add-on to its existing first-lien term loan. AUXILIUM PHARMACEUTICALS: BlackRock Has 6.4% Stake as of 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 3,243,942 shares of common stock of Auxilium Pharmaceuticals Inc. representing 6.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/GJnN4I 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 million in total liabilities and total stockholders' equity of $162 million. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium including the Corporate Family Rating to 'B3' from 'B2'. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings Services raised its corporate credit rating on Auxilium to 'CCC+' following the announced restructuring program and a $50 million add-on to its existing first-lien term loan. AUXILIUM PHARMACEUTICALS: Endo Completes $2.6B Purchase ------------------------------------------------------- Endo International plc has completed the acquisition of Auxilium Pharmaceuticals, Inc., in a transaction valued at $2.6 billion when announced on Oct. 9, 2014. The closing of the transaction follows the approval of the acquisition by Auxilium's shareholders on Jan. 27, 2015, and the receipt of all required regulatory approvals. The combined company will provide an expanded platform to accelerate the evolution and growth of Endo's U.S. Branded Pharmaceuticals business. With the acquisition complete, Endo's portfolio has a broader offering of urology and orthopedic products, including XIAFLEX, TESTOPEL and STENDRA, which are natural complements to its men's health and pain products. "This strategic transaction enhances the organic growth of our branded pharmaceuticals business by adding a broad range of high quality products to our already robust portfolio and expanding our development pipeline," said Rajiv De Silva, president and CEO of Endo. "We are excited to deliver on the promise of this combination by leveraging our resources to enhance the performance of XIAFLEX and optimize TESTOPEL and STENDRA. We continue to expect the transaction to be immediately accretive for shareholders and meaningfully accretive each year moving forward. We believe that Endo is now even better positioned to drive growth across our product portfolio and to capitalize on additional future strategic M&A opportunities to create value for shareholders, customers and employees." In accordance with the terms of the merger, Auxilium shareholders had the opportunity to elect one of three options with respect to transaction consideration: (i) 0.4880 Endo shares per Auxilium share (the "Stock Election Consideration"), (ii) $33.25 in cash per Auxilium share (the "Cash Election Consideration") or (iii) a standard election of $16.625 in cash and 0.2440 Endo shares per Auxilium share (the "Standard Election Consideration"), subject to proration in the case of elections to receive the Cash Election Consideration or Stock Election Consideration. Of the 54,966,186 shares outstanding that were eligible to make an election, 52,154,714, or 94.9%, elected to receive the Stock Election Consideration, 249,408, or 0.4%, elected to receive the Cash Election Consideration, 110,448, or 0.2%, elected to receive the Standard Election Consideration, and the remaining 2,451,616, or 4.5%, did not make any election and thus received the Standard Election Consideration. The result of the elections led to an oversubscription of the Stock Election Consideration. In accordance with the proration method described in the merger agreement and proxy statement/prospectus provided to Auxilium shareholders, each Auxilium share for which an election was made to receive the Stock Election Consideration will instead be entitled to receive approximately 0.3448 Endo shares and $9.75 in cash. Auxilium common stock ceased to be traded on the NASDAQ Global Market following the close of trading on Jan. 29, 2015. In connection with the Merger, at the Effective Time, each of the seven directors of Auxilium (Rolf A. Classon, Adrian Adams, Peter Brandt, Oliver S. Fetzer, Ph.D., Paul A. Friedman, M.D., Nancy S. Lurker and William T. McKee) resigned as directors of Auxilium, and the directors of Merger Sub, consisting of Rajiv De Silva and Suketu P. Upadhyay, became directors of Auxilium. Each director resigned in accordance with the Merger Agreement, and no director resigned because of any disagreement with Auxilium on any matter relating to Auxilium's operations, policies or practices. At the Effective Time of the Merger, on Jan. 29, 2015, the following officers of Auxilium were removed from their respective offices: Adrian Adams, Andrew Saik, Andrew I. Koven, James P. Tursi, M.D., Mark A. Glickman, Alan J. Wills, Jennifer L. Armstrong, Elizabeth V. Jobes and Keri P. Mattox. Immediately thereafter, Rajiv De Silva, Caroline B. Manogue, Suketu P. Upadhyay, Laurence S. Smith, Karen A. Wallace, Guy T. Donatiello, Daniel A. Rudio, John Talton, and Deanna Voss were appointed as officers of Auxilium. As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to its registration statements with the U.S. Securities and Exchange Commission. Additional information is available for free at: http://is.gd/Azwick 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 million in total liabilities and total stockholders' equity of $162 million. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium 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. AXESSTEL CORP: ComVen V Reports 5.3% Stake as of Sept. 24 --------------------------------------------------------- ComVen V, LLC, disclosed in an amended Schedule 13D filed with the U.S. Securities and Exchange Commission that as of Sept. 24, 2014, they beneficially owned 3,143,761 shares of common stock of Axesstel, Inc., representing 5.3 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/mS8Rb5 About Axesstel Axesstel Inc., based in San Diego, Calif., develops fixed wireless voice and broadband access solutions for the worldwide telecommunications market. The Company's product portfolio includes fixed wireless phones, wire-line replacement terminals, and 3G and 4G broadband gateway devices used to access voice calling and high-speed data services. Axesstel disclosed net income of $4.31 million for the year ended Dec. 31, 2012, as compared with net income of $1.09 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $9.23 million in total assets, $23.3 million in total liabilities and a $14.1 million total stockholders' deficit. BATS GLOBAL: Moody's Reinstates Corp. Family Rating to 'B1' ----------------------------------------------------------- Moody's Investors Service affirmed the senior secured ratings and reassigned the long-term corporate family on BATS Global Markets Inc., after the company announced a definitive agreement with KCG Holdings to acquire Hotspot FX, an electronic communication network (ECN) for the institutional foreign exchange market. The rating outlook is stable. Issuer: BATS Global Markets, Inc. Reinstatements: Corporate Family Rating , Reinstated to B1 Affirmations: Senior Secured Bank Credit Facilities (Local Currency) , Affirmed B1 Outlook Actions: Outlook, Remains Stable Ratings Rationale The actions are based on the sound strategic rationale acquiring Hotspot. BATS' entry into the foreign exchange market diversifies its revenue stream away from cash equities and equity options into higher margin derivatives products. It also provides the potential to increase non volume-related revenues through increased market data offerings and port fees for this new segment. Moody's noted that, although the transaction increases BATS' debt level to $850 million on a pro forma basis, from $485 million as of 4Q14 (including Moody's lease adjustments), and the debt/EBITDA ratio to 4.3x from 3.0x, the metric remains within the single B range and does not, therefore, materially change BATS' credit profile. The B1 rating also incorporates BATS willingness to increase leverage for acquisitions and shareholder distributions, offset by the company's demonstrated ability to de-lever. By fully integrating Direct Edge and incorporating its earnings and cash flows, BATS brought down its debt/EBITDA ratio to 3.0x on a trailing 12-month basis as of 4Q14, from around 4.2x as of 1Q14. To delever post the Hotspot acquisition, the company has expressed its intent to use around 80% of its free cash flow to pay down the incremental debt within 12 to 18 months. What Could Change the Rating -- UP A combination of the following factors could lead to an upgrade: -- Continued improvement in financial performance resulting in corresponding improvement in financial metrics (debt/EBITDA, EBITDA/interest expense), as the company adheres to its post-Hotspot acquisition de-leveraging plan -- A decreased appetite for shareholder distributions financed with leverage What Could Change the Rating -- DOWN A combination of the following factors could lead to a downgrade: -- An aggressive financial policy (buybacks, large acquisitions) that significantly increases leverage without clear visibility about subsequent de-leveraging, or a deviation from the company's post-acquisition deleveraging plan (of using around 80% of its free cash flow to de-lever) -- A corresponding lack of improvement, or deterioration, in financial metrics (debt/EBITDA, EBITDA/interest expense) -- Material operational failure -- Potential regulatory requirements that could significantly stress the company's finances The principal methodology used in these ratings was Global Securities Industry Methodology published in May 2013. BATS is an operator of equities and equity options exchanges in the US and Europe, providing trading of cash equities, equity options, and ETFs, as well as ETF and European securities listings and market data product offerings. BAXANO SURGICAL: Assets Fetch $7.8 Million at Auction ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Baxano Surgical Inc., a maker of devices for minimally invasive spine surgery, held an auction where four buyers made offers aggregating $7.8 million for the assets. According to the report, before the auction, ExWorks Capital Fund I LP was offering $4 million for assets used in developing and selling the company's iO-Flex and iO-Tome product lines and bone-graft harvesting products. ExWorks ended up with the high bid of $5.53 million for those assets, the report said. 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 Official Committee of Unsecured Creditors selected Pillsbury Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. The Committee also tapped Urbanowicz Consulting, LLC, as consultant. The Debtor's Chapter 11 plan and disclosure statement are due March 12, 2015. BEAZER HOMES: Reports $22.3-Mil. Loss in Dec. 31 Quarter -------------------------------------------------------- Beazer Homes USA, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $22.3 million on $266 million of total revenue for the three months ended Dec. 31, 2014, compared with a net loss of $5.13 million on $293 million of total revenue for the same period in 2013. As of Dec. 31, 2014, Beazer Homes had $1.98 billion in total assets, $1.73 billion in total liabilities and $258 million in total stockholders' equity. As of Dec. 31, 2014, the Company's liquidity position consisted of $139 million in cash and cash equivalents, $150 million of capacity under our Secured Revolving Credit Facility, plus $64.1 million of restricted cash, $22.4 million of which related to its cash secured term loans. The Company expects to be able to meet its liquidity needs in the remainder of fiscal 2015 and fiscal 2016 and to maintain a significant liquidity position, subject to changes in market conditions that would alter its expectations for land and land development expenditures or capital market transactions which could increase or decrease its cash balance on a quarterly basis. "Improvements in new home orders, ASP, community count and gross margins were all positive indicators of progress on our '2B-10' objectives," said Allan Merrill, CEO of Beazer Homes. "A lower-than-expected backlog conversion rate and unexpected charges adversely impacted quarterly revenue and profitability. However, with an improving sales environment and the largest December 31st backlog value since 2007 we remain optimistic about our ability to achieve a $20 million improvement in Adjusted EBITDA for fiscal 2015, excluding the unexpected charges taken this quarter." A full-text copy of the Form 10-Q is available for free at: http://is.gd/h6VaTa 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." * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In January 2013, Moody's Investors Service raised Beazer'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 strengthening 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. BERNARD L. MADOFF: Customers Benefit $25MM From Settlement ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the trustee unwinding Bernard L. Madoff Investment Securities LLC got court approval of a settlement with an offshore feeder fund that will benefit customers by $25 million. According to the report, the trustee, Irving Picard, announced in December a settlement giving the Herald (Lux) SICAV feeder fund, which invested all its money with Madoff, an approved claim for about $230 million, dropping some 10% of the claim and creating a $25 million benefit for Madoff victims. Provisions of the settlement mean that the funds' liquidators receive almost $106 million in cash, representing catchup payments on customer distributions made while the claim was in dispute, the report related. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. The fifth pro rata interim distribution slated for Jan. 15, 2015, will total $322 million and will bring the amount distributed to eligible claimants to approximately $7.2 billion, which includes more than $822.5 million in advances committed to the SIPA Trustee for distribution to allowed claimants by the SIPC. As of Nov. 30, 2014, the SIPA Trustee has recovered or reached agreements to recover approximately $10.5 billion since his appointment in December 2008. BERRY PLATICS: Posts $13 Million Net Income in First Quarter ------------------------------------------------------------ Berry Plastics Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $13 million on $1.22 billion of net sales for the quarterly period ended Dec. 27, 2014, compared with net income of $6 million on $1.14 billion of net sales for the quarterly period ended Dec. 28, 2013. As of Dec. 27, 2014, Berry Plastics had $5.17 billion in total assets, $5.26 billion in total liabilities, $13 million in redeemable non-controlling interest, and a $106 million stockholders' deficit. "In the December 2014 quarter we reported both record sales and Operating EBITDA for any December ending quarter in the Company's history. Operating EBITDA improved by $10 million or 6 percent over the same prior year quarter, primarily as a result of improved operational productivity and cost savings from our previously announced restructuring activities, along with contributions and synergies from our recent acquisitions," said Jon Rich, Chairman and CEO of Berry Plastics. Regarding the Company's outlook, Rich stated, "We will continue to focus on our four key strategic initiatives including our primary goal of reducing our overall debt leverage by 0.5x per year. We are reaffirming our fiscal 2015 adjusted free cash flow guidance of $320 million assuming no impact from resin cost changes. This estimate includes $589 million of cash from operating activities and $230 million of additions to property, plant, and equipment. Although not factored into our guidance, just as raw material price increases have negatively impacted our cash flow from operating activities over the past two years, we expect that the trend of decreasing resin prices, to the extent it continues, should have a favorable impact on cash from operating activities beginning in the March 2015 quarter." A full-text copy of the Form 10-Q is available for free at: http://is.gd/Mz4bfq About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. * * * As reported by the TCR on Jan. 30, 2015, Moody's Investors Service upgraded the corporate family rating of Berry Plastics Group, Inc. to 'B1' from 'B2'. The upgrade of the corporate family rating reflects the proforma benefits from the recent restructuring and acquisitions. The upgrade also reflects Berry's pledge to direct free cash flow to debt reduction and accretive acquisitions. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BIG RIVERS: S&P Revises Outlook on 'BB-' ICR to Stable ------------------------------------------------------ Standard & Poor's Ratings Services has revised its outlook to stable from negative on: -- Its 'BB-' issuer credit rating on Big Rivers Electric Corp., Ky. (BREC); and -- Its 'BB-' rating on Ohio County, Ky.'s $83.3 million pollution control refunding revenue bonds, series 2010A (Big Rivers Electric Corp. Project) issued for Big Rivers' benefit. At the same time, Standard & Poor's affirmed the 'BB-' ratings. "The outlook revision reflects our view of sound debt service coverage of 1.4x in 2013 and preliminary results for 2014 that indicate coverage will be about 1.5x," said Standard & Poor's credit analyst David Bodek. S&P calculated 2013's debt service coverage (DSC) ratio after removing the year's $58.8 bullet maturity of its 1983 pollution control bonds (PCB) from scheduled principal payments because BREC retired the PCB maturity with proceeds of a 2012 loan. Net of the refinancing, BREC repaid $21.1 million of principal in 2013. Revenues available for debt would have produced DSC of only 0.75x of the year's scheduled maturities and interest payments if BREC had not refinanced the PCB maturity. The strength of 2013's adjusted DSC and 2014's projected DSC ratios transcend the loss of its three members' two largest retail customers in August 2013 and January 2014. Those customers operate smelters that provided about 64% of 2012's operating revenues before moving their electricity purchases to the wholesale market. Notwithstanding the presence of sound DSC, S&P has not raised the rating above 'BB-' because the utility increasingly relies on market sales of electricity for margins to compensate for lost loads. S&P considers the sustainability of market sales to be unpredictable. In S&P's view, sales in competitive wholesale markets expose the utility to substantial price and volume uncertainty, which S&P considers to be inconsistent with stronger credit quality. Moreover, the strong demand for electricity that the Polar Vortex created likely enhanced 2014's financial performance, which also raises questions about the sustainability of that year's projected results. In addition, BREC faces sharply increasing principal amortization that could pressure revenue requirements for the utility to achieve sound DSC. Henderson, Ky.-based Big Rivers is a generation and transmission cooperative that produces and procures electricity for sale to its three distribution cooperative members and their approximately 113,000 retail customers. The distribution cooperatives are Kenergy Corp., Jackson Purchase Energy, and Meade County Rural Electric Cooperative. The stable outlook reflects what S&P views as sound financial performance in 2013 and 2014 despite the departure of the system's two largest customers. The outlook also reflects S&P's assessment of Kentucky Public Service Commission rate relief, successful marketing of surplus power, and the utility's demonstrated access to liquidity. Nevertheless, BREC faces sharply increasing principal amortization that could pressure revenue requirements. If the utility cannot sustain sound financial performance or its members' financial profiles erode because of the lost load, S&P could lower the ratings. S&P could raise the ratings if Big Rivers demonstrates a more secure revenue stream together with consistently sound financial performance. BINDER & BINDER: Committee Objects to Proposed Loan --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Official Committee of Unsecured Creditors objected to the proposed postpetition financing of Binder & Binder, complaining that the financing from Capital One NA and U.S. Bank NA is "a model of overreaching by a secured creditor" that the company's expert testified as having $10 million in excess collateral. The creditor panel adds that the loan is intended to spur a liquidation. Capital One and U.S. Bank, which are Binder & Binder's prepetition lenders, agreed to provide a postpetition revolving credit facility in an aggregate principal amount not to exceed $26 million, subject to reductions. Interest on the outstanding balance of the DIP Credit Facility is payable monthly in arrears at an annual rate of the Base Rate plus 4.25%, calculated each month on the basis of the actual number of days elapsed and a 360-day year. From and after the occurrence of a default or an event of default under any of the DIP Loan Documents, a default rate of interest of an additional 5.0% per annum over the rate otherwise applicable is payable on demand on the outstanding balance of the DIP Credit Facility and all other DIP Obligations. About Binder & Binder Founded in 1979 by brothers Harry and Charles Binder, Binder & Binder is the nation's largest provider of social security disability and veterans' benefits advocacy services, with operating scale and efficiencies unrivaled by its competitors in the highly fragmented advocacy market. The company has more than 950 employees in 35 offices across the United States. In 2010, H.I.G. Capital, LLC acquired a controlling equity interest in the company. Binder & Binder - The National Social Security Disability Advocates (NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on Dec. 18, 2014. The cases are assigned to Judge Robert D. Drain. The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel. The Debtors have engaged Development Specialists, Inc., as financial advisor, and BMC Group Inc. as claims and notice agent. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. BLACKSANDS PETROLEUM: Delays Fiscal 2014 Form 10-K Filing --------------------------------------------------------- Blacksands Petroleum, Inc., filed a Form 12b-25 with the U.S. Securities and Exchange Commission to delay the filing of its annual report for the year ended Oct. 31, 2014. The Company said the compilation, dissemination and review of the information required to be presented in the Form 10-K for the relevant fiscal year has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant. The Company undertakes the responsibility to file the Annual Report no later than 15 days after its original due date. About Blacksands Petroleum Blacksands Petroleum, Inc., is engaged in the exploration, development, exploitation and production of oil and natural gas. The Company focuses on the acquisition and development of conventional and unconventional oil and gas fields in North America. The Company's balance sheet at July 31, 2014, showed $4.99 million in total assets, $10.58 million in total liabilities, and a stockholders' deficit of $5.59 million. The Company has incurred an accumulated deficit of $31.2 million through July 31, 2014. In addition, at July 31, 2014, the Company had a working capital deficit of $3.62 million, a stockholders' deficit of $5.59 million and cash and cash equivalents of $720,000. "The current rate of cash usage raises substantial doubt about the Company's ability to continue as a going concern, absent the raising of additional capital, restructuring or extending the terms on its current debt and/or additional significant revenue from new oil production," the Company stated in its quarterly report for the period ended July 31, 2014. BOMBARDIER RECREATIONAL: Bank Debt Trades at 2% Off --------------------------------------------------- Participations in a syndicated loan under which Bombardier Recreational Products is a borrower traded in the secondary market at 97.68 cents-on-the-dollar during the week ended Friday, Jan. 30, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.2 percentage points from the previous week, The Journal relates. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 15, 2019, and carries Moody's B1 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended Friday among the 186 loans with five or more bids. All loans listed are B-term, or sold to institutional investors. BOOMERANG SYSTEMS: Arbitrator Denies Crescent's Fraud Claims ------------------------------------------------------------ An arbitrator had found Boomerang Systems in breach of contract with Crescent Heights R&D, LLC, and denied Crescent Heights' claims of fraud, according to a regulatory filing with the U.S. Securities and Exchange Commission. Crescent Heights was awarded damages of $1.20 million, plus reasonable attorneys' fees and costs. In October 2009 Boomerang Systems entered into a contract with Crescent Heights to provide a rack and rail-type automated parking system for Crescent Heights. In March 2013, Crescent Heights filed a state court Complaint against Boomerang in the State of Florida alleging "Fraud in the Inducement, Equitable Rescission based on Fraud, Mutual Mistake, and Breach of Contract related to the automated parking system, and seeking the remedies of specific performance, rescission of the Contract, and a Declaratory Judgment regarding a limitation of liability clause, as well an unspecified amount of monetary damages in excess of the Contract's purchase price". Boomerang and Crescent Heights agreed to arbitrate the matter in Miami, Florida, with the American Arbitration Association. In arbitration, Crescent Heights alleged an initial claim of $10,000,000, and later specified damages in a greater amount of $17,769,755. The Company expects the Arbitrator to issue a final arbitration award in April 2015, which will include the attorney's fees and costs payable by Boomerang. Boomerang had previously eliminated the warranty reserve associated with this project, and will establish a reserve for the amount of the award, plus reasonable attorneys' fees and costs. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems incurred a net loss of $11.2 million for the year ended Sept. 30, 2013, following a net loss of $17.4 million for the year ended Sept. 30, 2012. As of June 30, 2014, the Company had $5.54 million in total assets, $24.6 million in total liabilities, and a $19.02 million stockholders' deficit. Bankruptcy Warning "Our operations may not generate sufficient cash to enable us to service our debt. If we were to fail to make any required payment under the Loan Agreement, notes and agreements governing our indebtedness or fail to comply with the covenants contained in the Loan Agreement, notes and agreements, we would be in default. A debt default could significantly diminish the market value and marketability of our common stock and could result in the acceleration of the payment obligations under all or a portion of our consolidated indebtedness, or a renegotiation of our Loan Agreement with more onerous terms and/or additional equity dilution. If the debt holders were to require immediate payment, we might not have sufficient assets to satisfy our obligations under the Loan Agreement, notes or our other indebtedness. It may also enable their lenders under the Loan Agreement to foreclose on the Company's assets and/or its ownership interests in its subsidiaries. In such event, we could be forced to seek protection under bankruptcy laws, which could have a material adverse effect on our existing contracts and our ability to procure new contracts as well as our ability to recruit and/or retain employees. Accordingly, a default could have a significant adverse effect on the market value and marketability of our common stock," the Company said in the annual report for the year ended Sept. 30, 2013. BROWN BUILDING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Brown Building Corporation 4857 Dolton Dr. Virginia Beach, VA 23462-4408 Case No.: 15-70267 Chapter 11 Petition Date: January 29, 2015 Court: United States Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Hon. Frank J. Santoro Debtor's Counsel: W. Thurston Harville, Esq. SALMON HARVILLE 106 W. South Street, Suite 219 Charlottesville, VA 22902 Tel: 434-214-0210 Email: harvillelaw@gmail.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Brown, vice president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb15-70267.pdf C. WONDER: Can Continue GOB Sales, Store Closings ------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey authorized C. Wonder, LLC, et al., to continue with their going-out-business sales and store closings. To the extent the Debtors determine, in their business judgment, to close one or more of their remaining locations prior to February 4, 2015, the Debtors are authorized to make the severance payments to the employees at those locations. Approval of all other severance payments must await further order of the Court following a hearing on February 4, 2015, at 1:00 p.m., Judge Kaplan said. As previously reported by The Troubled Company Reporter, the company announced during a Jan. 5 meeting that it would be shutting down and roughly 100 of its workers left following the announcement. About C. Wonder C. Wonder LLC is a specialty retailer created by Tory Burch's ex-husband, Christopher Burch. The company and four of its affiliates filed for bankruptcy on Jan. 22, 2015 (Lead Case No. 15-11127, Bankr. N.J.). The petition was signed by Stephen Marotta, chief restructuring officer. Cole, Schotz, Meisel Forman & Leonard, P.A.'s Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R. Yudkin, Esq. have been tapped as the Debtors' counsel. Marotta, Gund, Budd & Dzera, LLC serves as crisis management services provider to the Debtors. CACHE INC: MFP Partners Reports 13.1% Stake as of Jan. 23 --------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, MFP Partners, L.P., MFP Investors LLC, and Michael F. Price disclosed that as of Jan. 23, 2015, they beneficially owned 4,072,350 shares of common stock of Cache, Inc., representing 13.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: http://is.gd/CaOmdM About Cache, Inc. Cache, Inc., operates 236 women's apparel specialty stores under the trade name "Cache." On Dec. 4, 2014, New York-based Cache announced that it has received an inquiry from a third party regarding a potential sale of the Company. Cache reported a net loss of $34.4 million for the 52 weeks ended Dec. 28, 2013, following a net loss of $12.07 million for the 52 weeks ended Dec. 29, 2012. CACHE INC: Receives NASDAQ Delisting Notice ------------------------------------------- Cache, Inc., disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that on Jan. 27, 2015, the Company received a letter from NASDAQ informing the Company that NASDAQ has determined to delist the shares of the Company due to the Company's failure to submit an acceptable compliance plan and that the Company's failure to submit the compliance plan review fee required by NASDAQ Listing Rule 5810(c)(2)(A) serves as an additional basis for delisting the Company's shares. The letter further provides that the Company may request a hearing to appeal the staff's determination and that such hearing request will stay the suspension of Company's securities pending a decision on the appeal. As previously disclosed, the NASDAQ Stock Market LLC notified Cache that the Company is not in compliance with the continued listing requirements for The NASDAQ Global Select Market contained in NASDAQ Listing Rule 5450(b)(1)(A), which rule requires the Company to maintain a minimum of $10 million in stockholders' equity. Unless the Company requests an appeal of this determination, trading of the Company's common stock will be suspended at the opening of business on Feb. 5, 2015. If the Company's securities are suspended or delisted, the Company's securities may be immediately eligible to be quoted on the OTC Pink Current Information tier of the over-the-counter market under the symbol: CACH. Meanwhile, the Company accepted the resignation of Michael F. Price from his position as a member of the Board of Directors of the Company, effective Jan. 23, 2015. Mr. Price's resignation was not due to a disagreement with the Company on any matter relating to the Company's operations, policies or practices. About Cache, Inc. Cache, Inc., operates 236 women's apparel specialty stores under the trade name "Cache." On Dec. 4, 2014, New York-based Cache announced that it has received an inquiry from a third party regarding a potential sale of the Company. Cache reported a net loss of $34.4 million for the 52 weeks ended Dec. 28, 2013, following a net loss of $12.07 million for the 52 weeks ended Dec. 29, 2012. CAESARS ENTERTAINMENT: Bank Debt Trades at 9% Off ------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 91.2 cents-on-the-dollar during the week ended Friday, Jan. 30, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.55 percentage points from the previous week, The Journal relates. The Company pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on April 2, 2021, and carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended Friday among the 186 loans with five or more bids. All loans listed are B-term, or sold to institutional investors. CAESARS ENTERTAINMENT: Meeting to Form Committee on Feb. 4 ---------------------------------------------------------- The U.S. Trustee, the Justice Department's bankruptcy watchdog, is set to hold a meeting on Feb. 4, at 11:00 a.m., to form a committee of unsecured creditors of Caesars Entertainment Corp. The meeting will be held at Room 2525, 219 South Dearborn, in Chicago, Illinois, according to filing with the U.S. Bankruptcy Court for the Northern District of Illinois. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 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. 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 -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. CAESARS ENTERTAINMENT: No Accord Reached with Bank Lenders ---------------------------------------------------------- Caesars Entertainment Corporation and Caesars Entertainment Operating Company, Inc., a majority owned subsidiary of CEC, disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that while they have been engaged in confidential discussions with certain beneficial holders of first lien debt incurred by CEOC pursuant to that certain Third Amended and Restated Credit Agreement, dated as of July 25, 2014, by and among CEC, CEOC, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, they have not at this time been able to reach an agreement with the Bank Lenders regarding the Restructuring. In connection with the discussions, CEC and CEOC provided certain confidential information to the Bank Lenders pursuant to non-disclosure agreements between CEC, CEOC and the Bank Lenders. The Bank Lenders' NDAs with CEC and CEOC have now expired pursuant to their terms. On Jan. 29, 2015, a meeting occurred among CEC, CEOC and the Bank Lenders, together with each of their respective legal and financial advisors. CEC and CEOC provided certain information to the Bank Lenders and their advisors which, in addition to conveying CEC's and CEOC's views, also described some, but not all, of the terms contained in a proposal previously provided by the Bank Lenders to CEC and CEOC. Specifically, the Bank Lenders had included a larger convertible note than that described in the Discussion Materials. During the Jan. 29, 2015, meeting, it was clarified that OpCo would use cash from operations to first pay interest due on the New First Lien OpCo Debt and New Second Lien OpCo Debt and then to pay the obligations due under the Leases, including, without limitation, on account of rent and capital expenditures. In addition to the Discussion Materials, CEC proposed, in response to issues raised by the Bank Lenders and in order to try to reach a consensual agreement with the Bank Lenders: (1) to amend the existing guarantee with respect to the amounts outstanding under the Credit Agreement to guarantee (a) the New First Lien OpCo Debt and New Second Lien OpCo Debt to be received by the Bank Lenders in the Restructuring and (b) the CPLV Mezzanine Debt, if any, to be received by the Bank Lenders; and (2) an additional payment of $39 million by CEC (inclusive of any additional monthly adequate protection payments for a total payment of $300 million over twelve months) to the Bank Lenders to settle any possible claims under the CEC Credit Agreement Guarantee. In response, the Bank Lenders proposed that (x) the guarantee be a payment guarantee secured by all assets of the parent guarantor, (y) the Bank Lenders receive their full non-default contractual rate of interest (as opposed to their earlier request for default rate of interest) for the full post-petition period from CEC (less the monthly adequate protection payments at a rate equal to 1.5% per annum to be made to the Bank Lenders pursuant to the terms of CEOC's cash collateral order) with an upfront payment by CEC for forbearance from the exercise of certain rights and remedies equal to the amount of interest due for one quarter, and (z) CEC make an additional payment of $294 million to the Bank Lenders at Exit to the extent that CEOC was otherwise unable to syndicate the New First Lien PropCo Debt in the market. Caesars said the Bank Lenders' proposals were not acceptable. A full-text copy of the Discussion Materials is available at: http://is.gd/QPVFH4 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. 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 -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. CALPINE CORP: Moody's Rates New $500MM Sr. Unsecured Notes 'B3' --------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Calpine Corporation's new $500 million senior unsecured notes due 2024. Concurrent with this rating assignment, Moody's affirmed Calpine's B1 Corporate Family Rating (CFR) and B1-PD Probability of Default Rating, along with the Ba3 rating on the company's senior secured revolver, term loans, and senior secured notes. Proceeds from the new debt issuance will be used to fund the Fore River generating plant acquisition and general corporate purposes. The rating outlook is positive. Ratings Rationale Calpine's B1 CFR reflects the inherent volatility of the merchant power sector and its considerable debt leverage (5.7% CFO pre-working capital (WC)/debt for year-end 2013), tempered by the scale and geographic diversity of its operations. Calpine also has a significant fuel concentration risk, as its fleet of generation assets are predominantly natural gas-fired. However, natural gas plants are faring much better than most other generation assets in current low gas price environment. Calpine's scale and geographic diversity play an important role in its cash flow resiliency. The company operates nationally, with 87 plants totaling 25.8 GW of generating capacity. This scale and focus on gas-fired facilities allow it to keep operating expenses low while achieving high reliability. Calpine has a major presence in the Northeast, Texas and California. Each of these regions has a very different market environment and regulatory regime, thus providing meaningful cash flow diversification. Calpine has high debt leverage, a credit weakness. Based on Moody's adjusted financials, Calpine's CFO pre-WC/debt ratio for the calendar year end 2013 was 5.7% which was on par with the previous two years -- with 6.5% and 5.5% registered in 2011 and 2012, respectively. Despite this debt, Calpine's ability to generate positive free cash flow even through the current low power price environment is an important rating consideration. Unlike its merchant peers with coal or nuclear generation, gas plants have relatively low level of maintenance capital expenditures and environmental compliance expenditures. Liquidity Calpine's speculative-grade liquidity rating is SGL-2. The company continues to possess good liquidity, with $1.5 billion of cash on hand at the end of September 2014 and $1.3 billion of unused capacity on its corporate revolving credit facility. Excluding project finance debt maturities, Calpine's next scheduled debt maturity is in April 2018 and its corporate revolving facility is due June 2018. The company also generated $677 million of free cash flow before growth capital expenditures for year 2013 and is forecast to generate $800 to $850 million of free cash flow for 2014 according to its third quarter earnings presentation. Rating Outlook Calpine's positive outlook reflects its continued free cash flow generation and an expected increase in cash flow to debt ratios over the next few years. What Could Change the Rating -- UP Moody's could upgrade Calpine's ratings at some point over the next 12 to 18 months if its CFO-PreWC/debt ratio is sustained in the high single digit range. What Could Change the Rating -- Down Moody's may revise the outlook to stable should CFO Pre-WC/debt stay in the mid-single digit range on a sustained basis. Corporate Profile Headquartered in Houston, Texas, Calpine is a major U.S. independent power company that operates 87 power plants, with capacity of approximately 26 gigawatts of electricity in U.S. and Canada. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in October 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. Assignments: Issuer: Calpine Corporation Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD5) Affirmations: Issuer: Calpine Corporation Probability of Default Rating, Affirmed B1-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed B1 Senior Unsecured Shelf, Affirmed (P)B3 Senior Secured Shelf, Affirmed (P)Ba3 Senior Secured Bank Credit Facility, Affirmed Ba3(LGD3) Senior Secured Regular Bond/Debenture, Affirmed Ba3(LGD3) Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD5) Outlook Actions: Issuer: Calpine Corporation Outlook, Remains Positive CAMPBELL CARMART: Case Summary & 7 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Campbell Car*Mart, LLC c/o Sandra R. Campbell, 314 Roscommon Dr Bristol, TN 37620 Case No.: 15-70123 Chapter 11 Petition Date: January 29, 2015 Court: United States Bankruptcy Court Western District of Virginia (Roanoke) Judge: Hon. Paul M. Black Debtor's Counsel: John M. Lamie, Esq. BROWNING LAMIE & GIFFORD P. O. Box 519 Abingdon, VA 24212-0519 Tel: (276) 628-6165 Email: jlamie@blglaw.us Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Sandra R. Campbell, authorized representative. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/vawb15-70123.pdf CARROLS RESTAURANT: S&P Alters Outlook to Neg. & Affirms 'B-' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Syracuse, N.Y.-based Carrols Restaurant Group Inc. to negative from stable. At the same time, S&P affirmed its 'B-' corporate credit rating on the company, and its 'B-' issue-level rating on the company's senior secured notes. The recovery rating on the notes remains '4', indicating S&P's expectation of average (30%-50%) recovery of principal in the event of a payment default. "The rating action reflects Carrols’ weakened liquidity resulting from continued negative free operating cash flow and limited covenant headroom. Carrols recently amended its revolving credit facility, and now must comply with leverage and fixed-charge ratio covenants starting in the fourth quarter of fiscal 2014," said credit analyst Helena Song. "We expect the cushion under both of these covenants to be under 15% when the company reports 2014 results, with further deterioration in 2015 as the covenants tighten. We note that we expect profit growth over the near term, but not to the magnitude of the step-down of the financial covenants. We now assess the company’s liquidity as "less than adequate" as we believe the company will have less than 15% headroom over the next year and will likely have difficulty complying with these covenants in the future without an amendment or refinancing." The negative outlook reflects S&P's expectation for reduced liquidity prospects. S&P believes the company will likely have difficulty complying with these covenants in the future without an amendment or a debt refinance. S&P also believes Carrols' profitability will be pressured by continued elevated commodity costs in 2015 and the acquisition of 123 underperforming Burger King units in 2014. This will lead the company to use cash sources over the near term as a result of capital spending and possible acquisitions. Downside scenario S&P could lower the ratings if it appears the company cannot amend covenants or refinance debt in an adequate and timely fashion, as S&P believes the company will likely have difficulty complying with its covenants in the next several quarters, especially when covenants tighten. Furthermore, if the company is unable to grow profits such that it cannot sufficiently fund its capital spending needs and continually uses cash, S&P may also consider a lower rating. If this occurs, S&P would conclude that the capital structure is unsustainable. Upside scenario S&P would consider revising the outlook back to stable if the company can obtain adequate cushion under its covenants to more than 15% on a current and projected basis through a covenant amendment or a debt refinance. Although unlikely, S&P could also take a positive rating action if Carrols can grow EBITDA considerably ahead of expectations to provide some covenant headroom relief. This could happen if EBITDA grows by about 30% in fiscal 2015 from successfully integrating and improving operating performance at newly acquired units meaningfully. CENTRAL GARDEN: S&P Raises CCR to 'B+' on Improved Business Model ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Walnut Creek, Calif.-based Central Garden & Pet Co. to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised its issue-level rating on Central Garden & Pet's $450 million subordinated notes due March 2018 to 'B' (one notch below the corporate credit rating) from 'B-'. The recovery rating remains '5', indicating S&P's belief that lenders could expect modest (10%-30%) recovery in the event of payment default or bankruptcy. "The ratings on Central Garden & Pet reflect a substantially completed transformation plan wherein the company reorganized and coordinated efforts among the various segments and departments of its businesses," said Standard & Poor's credit analyst Rodney Olivero. "The ratings also reflect the company's weak negotiating power with a concentrated retailer customer base, high dependence on large and dominant retailers whose negotiating power is strong and increasing, and susceptibility to changes in consumer discretionary spending in the garden segment. The company is also exposed to volatile input costs and retailer policies such as inventory destocking and shelf space limitations." The stable outlook reflects Standard & Poor's expectation that the company's operational transformation plan is largely complete. S&P believes the company will focus on maintaining market share with operating margins in the mid-to-high single digits as management continues to improve its sales mix, brand-building initiatives, and cost containment programs, resulting in a debt-to-EBITDA ratio around 4x and interest coverage around 3x at year end. S&P expects the company's liquidity to remain adequate. CHAMPION INDUSTRIES: Incurs $1.1 Million Net Loss in 2014 --------------------------------------------------------- Champion Industries, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.13 million on $63.5 million of total revenues for the year ended Oct. 31, 2014, compared to net income of $5.71 million on $72.3 million of total revenues during the prior year. As of Oct. 31, 2014, the Company had $24 million in total assets, $20.8 million in total liabilities and $3.20 million in total shareholders' equity. The Company as of Oct. 31, 2014, has $12.7 million in debt obligations due in 2015. The Company said it is currently pursuing a longer term financing solution with its lenders. A full-text copy of the Form 10-K is available for free at: http://is.gd/Ga7EAZ About Champion Industries Champion Industries, Inc., is engaged in the commercial printing and office products and furniture supply business in regional markets east of the Mississippi River. The Company also publishes The Herald-Dispatch daily newspaper in Huntington, West Virginia with a total daily and Sunday circulation of approximately 23,000 and 28,000. CHINA TELETECH: Acquires 51% Equity Interest in Jinke ----------------------------------------------------- China Teletech Holding Inc., Shenzhen Jinke Energy Development Co., Ltd., a company organized under the laws of the People's Republic of China, and Guangyuan Liu, the holder of 97% of the equity interest of Jinke entered into a share exchange agreement on Jan. 28, 2015, pursuant to which the Company agreed to issue an aggregate of 20,000,000 shares of its common stock, $0.001 par value per share to Guangyuan Liu in exchange for 51% of the issued and outstanding securities of Jinke. Of the 20,000,000 shares to be issued by the Company, 16,000,000 were issued and delivered prior to closing and 4,000,000 were issued and delivered at closing. The Share Exchange closed on Jan. 28, 2015. As promptly as practicable after closing, Jinke and Guangyuan Liu agreed to obtain confirmation from the relevant PRC governmental authorities of the change in registration of ownership of Jinke to reflect the transfer of the 51% equity interest to the Company. In connection with the Share Exchange, the cooperation agreement dated June 30, 2014, into which Jinke and the Company previously entered, was terminated and superseded in its entirety by the Share Exchange Agreement. In connection with the Share Exchange, Mr. Guangyuan Liu was appointed a director of the Company, and Ms. Yankuan Li was appointed a director of Jinke. Additional information is available for free at: http://is.gd/rDJXny About China Teletech Tallahassee, Fla.-based China Teletech Holding, Inc., is a national distributor of prepaid calling cards and integrated mobile phone handsets and a provider of mobile handset value-added services. The Company is an independent qualified corporation that serves as one of the principal distributors of China Telecom, China Unicom, and China Mobile products in Guangzhou City. On June 30, 2012, the Company strategically sold its wholly-owned subsidiary, Guangzhou Global Telecommunication Company Limited ("GGT"), to a third party. GGT was engaged in the trading and distribution of cellular phones and accessories, prepaid calling cards, and rechargeable store-value cards. China Teletech reported a net loss of $1.96 million on $30.9 million of sales for the year ended Dec. 31, 2013, as compared with net income of $53,500 on $26.6 million of sales in 2012. As of Sept. 30, 2014, the Company had $11.3 million in total assets, $13.9 million in total liabilities and a $2.53 million total deficit. WWC, P.C., in San Mateo, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013, citing that the Company has incurred substantial losses which raise substantial doubt about its ability to continue as a going concern. CIT GROUP: DBRS Assigns 'BB' Issuer Rating ------------------------------------------ DBRS Inc. views CIT Group Inc.'s 4Q14 results as solid, impacted by recent acquisitions made to redeploy excess capital, as well as a higher level of asset sales compared to the prior quarter. For the quarter, CIT reported gains on asset sales of $93.1 million, up from $37.1 million in 3Q14. Gain on asset sales benefited from the sale of the U.K. corporate lending portfolio as CIT continues to pare back its non-strategic portfolio. Also, CIT generated a $30 million gain on the sale of the initial aircraft into its recently created joint venture with Century Tokyo Leasing. DBRS-calculated adjusted revenue was 3% higher sequentially at $438 million (excluding gains on investments, gain on portfolio sales, gain on sale of leasing equipment, fair value movement of derivatives, impairments on assets held for sale, and recoveries on pre-emergence loans). DBRS considers the expansion in adjusted revenue in a competitive market for middle market lending and still subdued merger and acquisition activity as evidencing the strength of the Company's commercial lending franchise. Net finance revenues improved modestly quarter-on-quarter (QoQ) as average earning asset balances were relatively stable while adjusted net finance margin expanded. For 4Q14, the Company reported an adjusted net finance margin of 4.34%, an 8 basis point (bps) improvement from the prior quarter. Higher interest recoveries due to declining non-accrual balances and the benefit of suspended depreciation on operating lease assets held for sale were the key contributors to the improving margin. DBRS notes deposit costs were stable QoQ. Operating expenses, excluding restructuring expenses, were higher QoQ primarily due to the acquisition of Direct Capital, higher deposit costs and exit costs related to the non-strategic portfolio. As a percentage of average earning assets, operating expenses, exclusive of restructuring were 2.82%, 19 bps higher sequentially, but were still above the Company's near-term target range of 2.00% to 2.50%. DBRS expects that as the last of the non-strategic portfolios are exited through 2015 and the integration of NACCO and Direct Capital progresses, CIT will make further progress towards its target for operating efficiency. Asset quality metrics remain at or near cyclical lows reflecting CIT's conservative commercial underwriting standards and the strengthening U.S. Economy. Non-accruals were 0.82% at December 31, 2014, the lowest levels since before the financial crisis and evidencing the impact of CIT's progress in exiting non-strategic portfolios. Within CIT's North American Commercial lending portfolio, DBRS notes that CIT held approximately $500 million of direct loan exposure (3% of the segments total lease and lending portfolio) to the energy sector. DBRS notes that approximately 80% of the exposure is secured and that the portfolio remains unaffected by the rapid decline in energy prices. Lastly, DBRS highlights that CIT's Transportation railcar business held approximately 12,000 tank cars that carry crude oil and 9,000 sand cars. Currently, utilization of these railcars remains very strong and most are on long-term lease. Nonetheless, DBRS is mindful that credit issues could potentially surface should energy prices remain at current levels or lower, for a prolonged period. DBRS rates CIT Group Inc.'s Issuer Rating at BB. The ratings are currently Under Review with Positive Implications. The Review reflects CIT's agreement to acquire OneWest Bank, which is expected to close in 1H15, subject to regulatory approval. COMMUNITY HEALTH: S&P Affirms B+ CCR & Revises Outlook to Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Franklin, Tenn.-based acute-care hospital operator Community Health Systems Inc. and revised the rating outlook to stable from negative. S&P's issue-level ratings on Community are unchanged. "Our rating action reflects Community's progress in integrating HMA, which gives us greater confidence that the company will be able to reduce leverage closer to historical levels of around 5x over the next two years," said Standard & Poor's credit analyst Shannan Murphy. Since acquiring HMA in January 2014, Community has steadily improved margins and has shown recent progress in strengthening volume growth. Through the end of 2014, Community expects to achieve about $125 million of the outlined $250 million in acquisition-related synergies. Importantly, these improvements support S&P's prior expectation that Community would generate at least $400 million per year in discretionary cash flow. Reimbursement risk remains the predominate risk facing healthcare service providers, and S&P expects that the hospital sector, including Community, will be pressured to maintain margins over time. As a result of the Affordable Care Act and improving unemployment rates, U.S. insurance coverage rates are currently at the highest point in five years. Over the past few quarters, Community has experienced sequential improvement in uncompensated care. However, S&P believes that the benefit of improving payor mix will be partially offset over time through lower disproportionate share payments and tempered government and commercial reimbursement rates as payers remain focused on controlling health care costs. S&P's stable rating outlook on Community Health reflects its belief that the integration of HMA is on track, and that acquisition synergies, coupled with modest improvements to the payor mix as a result of the Affordable Care Act implementation, will allow the company to reduce leverage to the low- to mid-5x range by the end of 2015, consistent with historical levels prior to the HMA acquisition. It also incorporates S&P's expectation that the company will not undertake any large-scale acquisitions or share repurchase activity until leverage is closer to 5x. S&P could lower the rating if it believes the company is likely to sustain debt leverage in excess of 6x on an extended basis as this might cause S&P to believe that credit quality was no longer comparable to 'B+' rated peers. In S&P's view, this could happen if margins contract about 200 basis points, most likely due to adverse changes in reimbursement, or if the company becomes significantly more acquisitive. S&P could raise the rating if it believes that Community will sustain debt leverage in the mid-4x range. S&P views this as unlikely given the company's history of using cash flow for acquisitions and business reinvestment. In S&P's view, the company would need to prepay about $3 billion in debt (on top of its mandatory amortization) to reduce leverage to this level within the next year. COMMUNITYONE BANCORP: Posts $144 Million Net Income in Q4 --------------------------------------------------------- CommunityOne Bancorp reported net income of $115 million on $19.3 million of total interest income for the fourth quarter of 2014 compared to net income of $2.29 million on $18.9 million of total interest income for the fourth quarter of 2013. The Company also reported net income of $150 million on $73.9 million of total interest income for 2014 following a net loss of $1.48 million on $75.0 million of total interest income for 2013. It also recorded a net loss of $40 million in 2012 and a $137 million net loss in 2011. As of Dec. 31, 2014, the Company had $2.21 billion in total assets, $1.94 billion in total liabilities and $267 million in total shareholders' equity. "We continued to execute our plan during the fourth quarter by growing loans and deposits, exceeding our 2014 goal with a 76% loan to deposit ratio," noted Bob Reid, president and CEO. "We added an SBA lending capability late in the fourth quarter and in January continued our external mortgage channel expansion with the addition of our first mortgage lenders in the Raleigh market. The year ended ahead of plan in terms of our credit quality and we expect that to continue." "We continue to focus on reducing noninterest expense, and we announced the closing of six branches effective in the first quarter of 2015, even as we continue to make investments in new personnel, new markets and new products to drive growth. In addition, we were pleased to complete a $25 million private placement of common stock, which will continue to position our balance sheet for both organic growth and growth by acquisition should an opportunity present itself," added Bob Reid. A full-text copy of the press release is available for free at: http://is.gd/oJC3pb About CommunityOne CommunityOne Bancorp (formerly FNB United) is the North Carolina- based bank holding company for CommunityOne Bank, N.A. (community1.com), which offers a full range of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth and online banking services through 55 branches in 44 communities throughout the central, southern and western regions of the state. COMSTOCK MINING: Has $9.64-Mil. Net Loss in 2014 ------------------------------------------------ Comstock Mining Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K for the year ended Dec. 31, 2014. The Company's current capital resources include cash and cash equivalents and other working capital resources, cash generated through operations, and existing financing arrangements, including a $5 million revolving credit facility with Auramet International, LLC ("Auramet"), pursuant to which the Company may have borrowings up to $5 million outstanding at any given time through Feb. 5, 2016. On Jan. 27, 2015, the Company and Auramet agreed to increase the facility up to $8.0 million and extend the facility from the current maturity of Feb. 6, 2015 to Feb. 6, 2017. The Company has financed its exploration, development and start up activities principally from the sale of equity securities and, to a lesser extent, debt financing. In May 2014, the Company raised $11.9 million in gross proceeds (approximately $11 million, net of issuance costs) through an underwritten public offering of 7,475,000 shares of our common stock at a price of $1.59 per share. While the Company has been successful in the past in obtaining the necessary capital to support its operations, including registered equity financings from its existing shelf registration statement, borrowings, or other means, there is no assurance that the Company will be able to obtain additional equity capital or other financing, if needed. The Company believes it will have sufficient funds to sustain its operations during the next 12 months as a result of the sources of funding. Future production rates and gold prices below management's expectations would adversely affect the Company's results of operations, financial condition and cash flows. If the Company was unable to obtain any necessary additional funds, this could have an immediate material adverse effect on liquidity and could raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $9.64 million on $25.6 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss of $21.35 million on $24.8 million of total revenues in 2013. The Company's balance sheet at Dec. 31, 2014, showed $46.5 million in total assets, $24.2 million in total liabilities and total stockholders' equity of $22.2 million. A copy of the Form 10-K is available at: http://is.gd/VK9rDE About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. The Company reported a net loss of $1.05 million on $6.79 million of total revenues for the three months ended Sept. 30, 2014, compared with a net loss of $4.52 million on $6.82 million of total revenues for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $49.6 million in total assets, $25.4 million in total liabilities, and stockholders' equity of $24.2 million. COMSTOCK MINING: Incurs $13.3 Million Net Loss in 2014 ------------------------------------------------------ Comstock Mining Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss available to common shareholders of $13.3 million on $25.6 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss available to common shareholders of $25.4 million on $24.8 million of total revenues for the year ended Dec. 31, 2013. The Company reported a net loss available to common shareholders of $35.1 million in 2011. As of Dec. 31, 2014, the Company had $46.4 million in total assets, $24.2 million in total liabilities and $22.2 million in total stockholders' equity. A full-text copy of the Form 10-K is available for free at: http://is.gd/mZfXI8 About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. COMSTOCK MINING: Van Den Berg Reports 25.5% Stake as of Dec. 31 --------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Van Den Berg Management I, Inc., disclosed that as of Dec. 31, 2014, it beneficially owned 21,835,880 shares of common stock of Comstock Mining Inc. representing 25.53 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/DlbMFq About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining reported a net loss available to common shareholders of $13.3 million on $25.6 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss available to common shareholders of $25.4 million on $24.8 million of total revenues for the year ended Dec. 31, 2013. The Company reported a net loss available to common shareholders of $35.1 million in 2011. As of Dec. 31, 2014, the Company had $46.4 million in total assets, $24.2 million in liabilities and $22.2 million in total stockholders' equity. CRAFT INTERNATIONAL: Has Feb. 17 Hearing on Deal to Close Company ----------------------------------------------------------------- Kelsey Butler, writing for The Deal, reported that Craft International LLC, the company co-founded by Chris Kyle, the man behind Academy Award-nominated "American Sniper," is set on Feb. 17 to seek court approval of a settlement that would wind down the company. As previously reported by The Troubled Company Reporter, citing The Wall Street Journal, Taya Kyle, Mr. Kyle's widow, and creditors of Craft International, have reached a settlement which provides that the Kyle family can live rent-free until Oct. 30 in their Midlothian, Texas, home, and Ms. Kyle will get the rights to Craft's skull-shaped logo. Ms. Kyle sued Craft International, saying that the company has been illegally using Mr. Kyle's image to sell merchandise and training services without her permission. According to the report, Mrs. Kyle asserted that she and her children "have the right to control the use of Chris Kyle's name, likeness and image." About Craft International Craft International LLC, dba The Craft, in Dallas, Texas, filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 14-32605) on May 30, 2014. Craft is a consulting and training company founded by the late U.S. Marine Chris Kyle. The Hon. Stacey G. Jernigan presides over the case. Seymour Roberts, Jr., at Neligan Foley LLP, serves as the Debtor's general counsel. Sumner, Schick & Pace, LLP, serves as the Debtor's litigation counsel. Craft estimated assets of $50,000 to $100,000 and liabilities of $1 million to $10 million. The petition was signed by Steven Young, Craft's chief executive officer and manager. CTI BIOPHARMA: Estimates Financial Standing of $46.2MM at Dec. 31 ----------------------------------------------------------------- CTI BioPharma Corp. or CTI Parent Company reported estimated and unaudited net financial standing of $46.2 million as of Dec. 31, 2014. The total estimated and unaudited net financial standing of CTI Consolidated Group as of Dec. 31, 2014, was $46.6 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $3.5 million as of Dec. 31, 2014. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $4.2 million as of Dec. 31, 2014. During the month of December 2014, the Company's common stock, no par value, outstanding increased by 259,259 shares. Consequently, the number of issued and outstanding shares of Common Stock as of Dec. 31, 2014, was 176,761,099. A full-text copy of the press release is available for free at: http://is.gd/30Acp1 About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. Cell Therapeutics reported a net loss attributable to common shareholders of $49.6 million in 2013, a net loss attributable to common shareholders of $115 million in 2012, and a net loss attributable to common shareholders of $121 million in 2011. "We believe that our present financial resources (including the $17.8 million we received in October 2014 under the Servier Agreement), together with additional milestone payments projected to be received under certain of our contractual agreements, our ability to control costs and expected net contribution from commercial operations in connection with PIXUVRI, will only be sufficient to fund our operations into the third quarter of 2015. This raises substantial doubt about our ability to continue as a going concern," the Company disclosed in its quarterly report on Form 10-Q for the period ended Sept. 30, 2014. CUI GLOBAL: First Eagle Investment Reports 11% Stake as of Dec. 31 ------------------------------------------------------------------ First Eagle Investment Management, LLC, disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 2,281,242 shares of common stock of CUI Global, Inc., representing 11 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/2Mzq16 About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. CUI Global reported a net loss allocable to common stockholders of $1.75 million in 2013, a net loss allocable to common stockholders of $2.52 million in 2012 and a net loss allocable to common stockholders of $48,800 in 2011. The Company's balance sheet at Sept. 30, 2014, showed $98.2 million in total assets, $26.6 million in total liabilities and $71.7 million in total stockholders' equity. DAE AVIATION: S&P Raises CCR to 'B' on Improving Financials ----------------------------------------------------------- Standard & Poor's Ratings Services said it raised its ratings on U.S.-based MRO provider DAE Aviation Holdings Inc., including raising the corporate credit rating to 'B' from 'B-'. The outlook is stable. S&P also raised the issue-level rating on the company's $590 million first-lien term loan to 'B+' from 'B'. The '2' recovery rating on the loan, which indicates expectations of a substantial (70%-90%) recovery in the event of payment default, remains unchanged. S&P also raised the issue-level rating on the company's $250 million second-lien term loan to 'CCC+' from 'CCC'. The '6' recovery rating on the loan, which indicates expectations of a negligible (0%-10%) recovery, is also unchanged. "The upgrade reflects our belief that the company's credit ratios in 2014 will be better than we had previously expected because of improvements in the high-end aircraft interiors completions business after years of losses, the benefits of restructuring efforts, new contract wins, and higher demand for large engine repair," said Standard & Poor's credit analyst Christopher Denicolo. S&P expects these trends, as well as some debt reduction beyond required amortization, to enable the company to sustain these improvements in 2015. S&P had previously expected debt to EBITDA of 5.0x-6.0x in 2014 and 4.0x-5.0x in 2015, and S&P's expectations are now 4.3x-4.7x and 4.0x-4.5x, respectively. The rating outlook is stable. S&P expects DAE Aviation's revenues and earnings to continue to grow as a result of new completions projects, further recovery in the business and regional jet markets, and increasing revenues from servicing larger engines, which lower military revenues will work against. S&P could lower the rating if the completions business does not improve as much as S&P anticipates or if the decline in high-margin military revenues hurts earnings more than S&P expects, resulting in FFO to debt falling below 10% and debt to EBITDA rising above 5.5x. S&P could raise the rating if better-than-expected profitability and cash flow generation result in sustained improvements in credit protection measures, such that debt to EBITDA falls below 4x and FFO to debt rises to the high teens. DALLAS COUNTY SCHOOLS: Moody's Rates $12MM Promissorry Note Ba3 --------------------------------------------------------------- Moody's Investors Service has downgraded Dallas County Schools' (TX) general obligation limited tax (GOLT) rating to Baa1, affecting $67.3 million outstanding debt. This action concludes a review for possible downgrade that Moody's initiated on December 23, 2014. Concurrently, Moody's have assigned a Ba3 rating to a $12.1 million Amended and Restated Promissory Note dated August 1, 2014. The outlook is negative. Issue: Amended and Restated Promissory Notes Rating: Ba3 Sale Amount: $12,030,000 Expected Sale Date: 08/01/2014 Rating Description: General Obligation Limited Tax Summary Rating Rationale The Baa1 GOLT rating reflects the district's weak financial position and very narrow liquidity due to increasing support for a non-essential bus safety-camera enterprise that has fallen short of officials revenue projections to date. The district's rating nevertheless reflects the support of the substantial and diverse Dallas County tax base along with an average socioeconomic profile and the district's modest debt burden. The district has no student enrollment or direct instruction function; it is an unique entity whose primary function has traditionally been to provide bus service to public schools in the Dallas region. The Ba3 promissory note rating relates to the enterprise, whose operations have historically underperformed the district's projections, and fiscal 2014 revenues available for repayment that were substantially less than maximum annual debt service.. The rating incorporates the district's willingness to continue to support the bus safety enterprise, albeit at some risk to the district's credit quality. Outlook The negative outlook on the district's GOLT debt reflects the district's weak financial position and very narrow liquidity. The negative outlook on the enterprise available revenues note reflects the start-up nature of this nonessential enterprise, and its current inability to support its debt without district subsidy. What Could Make The Rating Go Up -- GOLT -- Significant increase in liquidity that reduces reliance on cash flow borrowing -- Improved enterprise fund operations that decreases the need for General Fund support What Could Make The Rating Go Down -- GOLT -- Failure to obtain cash flow borrowing as needed -- Further deterioration of fund balance or liquidity What Could Make The Rating Go Up -- Available Revenues Note -- Substantial improvement in the enterprise's operations and net revenues What Could Make The Rating Go Down -- Available Revenues Note -- Reduced willingness to support the bus safety enterprise -- Decrease in net enterprise revenues Obligor Profile Dallas County Schools is a county-unit school district that is coterminous with Dallas County, Texas. It has no student enrollment or direct instruction operations. The district supports certain independent school districts in the county and other independent school districts located outside the county primarily by providing bus services and other support functions. Legal Security The GOLT bonds are secured by and payable from the proceeds of an annual ad valorem tax that is limited to $0.01 per $100 of taxable valuation and levied on all taxable property within the county for maintenance and operations purposes. The promissory note is payable from the gross revenues of the district's enterprise funds and all other legally available revenues, which excludes property tax, state aid, and federal aid. Use Of Proceeds -- Not applicable. Principal Methodology. The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. DENDREON CORP: Valeant Has Deal to Buy Prostate-Cancer Drug ----------------------------------------------------------- Jonathan D. Rockoff and Joseph Checkler, writing for Daily Bankruptcy Review, reported that U.S. Bankruptcy Judge Laurie S. Silverstein in Delaware on Jan. 30 said Dendreon Corp. could hold an emergency hearing this week to seek approval of an auction of its flagship drug, Provenge, to Valeant Pharmaceuticals Inc., subject to higher bids. According to the report, Judge Silverstein approved an emergency motion for a hearing on Feb. 3. The approval comes a day after Dendreon said it reached a tentative deal to sell the prostate-cancer drug to Valeant for $296 million, the report related. About Dendreon Corp 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. 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 appointed five members to the Official Committee of Unsecured Creditors. DENDREON CORP: Valeant to Serve as "Stalking Horse" Bidder ---------------------------------------------------------- Dendreon Corporation on Jan. 29 disclosed that it has reached an agreement with Valeant Pharmaceuticals International, Inc. pursuant to which, subject to bankruptcy court approval, Valeant will serve as the "stalking horse" bidder in conjunction with a court-supervised sales process. Under the terms of the agreement, Valeant would acquire the world-wide rights of PROVENGE(R) (sipuleucel-T) and certain other Dendreon assets for $296 million, subject to higher and better bids. Valeant is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, eye health, neurology and branded generics. "We are pleased to reach this agreement with Valeant and to move forward with the court-supervised sales process," said W. Thomas Amick, president and chief executive officer of Dendreon. "We are confident that this process will result in a strong new owner for PROVENGE, and that patients will continue to receive treatments with no disruption moving forward. We thank our employees for their continued hard work, dedication and commitment to serving our physicians and their patients." The Company also announced that it would be extending the bid deadline for interested parties to submit qualified bids to participate in an auction for the Company's assets from January 29, 2015 at 5:00 p.m. Eastern Time to February 10, 2015 at 5:00 p.m. Eastern Time. Assuming additional qualified bids are submitted, an auction would be held on February 12, 2015. The full terms of the agreement will be filed with the Securities and Exchange Commission. Court documents and additional information are available through Dendreon's claims agent, Prime Clerk, at https://cases.primeclerk.com/dendreon or 844-794-3479. Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Company's legal advisor, AlixPartners is serving as its financial advisor and Lazard is serving as its investment bank. Weil, Gotshal & Manges LLP acted as legal advisor to Valeant. About Dendreon Corp. 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. 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 appointed five members to the Official Committee of Unsecured Creditors. DIAMOND FOODS: S&P Revises Outlook to Pos. & Affirms 'B-' CCR ------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on San Francisco-based Diamond Foods Inc. to positive from stable. S&P also affirmed all ratings on the company, including its 'B-' corporate credit rating. "The outlook revision reflects our expectation that Diamond's operating performance has stabilized and profitability has continued to modestly improve," said Standard & Poor's credit analyst Bea Chiem. "We believe that the majority of the company's legal and accounting issues are largely behind it and that new management has made progress in improving the company's operating performance through cost reductions, product innovations, and improved walnut supplies." S&P could raise the company's ratings within the next 12 months if the company is able to sustain its improved operating performance and profitability and does not experience additional operational or legal issues, resulting in S&P's improved view of the company's business risk profile. S&P estimates that Diamond's adjusted debt outstanding as of Oct. 31, 2014, was approximately $675.2 million. DIOCESE OF HELENA: Disclosures Okayed; Plan Hearing March 4 ----------------------------------------------------------- Roman Catholic Bishop of Helena, Montana, won bankruptcy court approval of the disclosure statement explaining its Chapter 11 exit plan. The Diocese may now circulate the Plan, together with balloting documents, to solicit creditor votes. On December 12, 2014, the Diocese and the Official Committee of Unsecured Creditors filed the First Amended Joint Chapter 11 Plan and the Disclosure Statement. After a hearing held on January 14, 2015, the Court entered the Disclosure Statement approval order. The Court also approved the Plan Proponents' solicitation procedures, and other materials relating to the solicitation of votes. The Court set a hearing to consider confirmation of the Plan and related matters at 9:00 a.m. on March 4, 2015, before the Honorable Terry L. Myers, United States Bankruptcy Judge, at the United States Bankruptcy Court, 6450 N. Mineral Drive, Coeur d'Alene, Idaho. The Confirmation Hearing may be adjourned from time to time without further notice other than announcement made at the Confirmation Hearing or any adjourned hearing, and the Plan may be modified, if necessary, pursuant to 11 U.S.C. Sec. 1127 prior to, during, or as a result of the Confirmation Hearing, without further notice to interested parties. Creditors entitled to vote on the Plan may submit their ballot no later than 5:00 p.m., prevailing Mountain Time, on February 25, 2015. Objections, if any, to the confirmation of the Plan must (i) be in writing, (ii) state the name and address of the objecting party and the nature of the claim or interest of such party, (iii) state with particularity the basis and nature of each objection to confirmation of the Plan and (iv) be filed, together with proof of service, with the Court (with a copy Chambers) and served so that they are received no later than 5:00 p.m., (prevailing Mountain Time) on February 25, 2015, by: (a) attorneys for the Diocese: J. Ford Elsaesser, Esq. Bruce A. Anderson, Esq. ELSAESSER JARZABEK ANDERSON ELLIOTT & MACDONALD, CHTD. 320 East Neider Avenue, Suite 102 Coeur d'Alene, ID 83815 - and- (b) attorneys for the Committee: James I. Stang, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Boulevard, 13th Floor Los Angeles, CA 90067 - and- Ilan D. Scharf, Esq. PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue, 36th Floor New York, NY 10017 About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson & Waterman PLLP has been tapped as special counsel to provide legal advice relating to sexual abuse claims. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. The Roman Catholic Bishop of Helena filed its schedules of assets and liabilities, which show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also showed that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. The U.S. Trustee for Region 18 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee has retained Pachulski Stang Ziehl & Jones LLP as counsel. The Court installed Michael R. Hogan as the legal representative for these sex abuse victims: (a) are under 18 years of age before the Claims Bar Date; (b) neither discovered nor reasonably should have discovered before the Claims Bar Date that his or her injury was caused by an act of childhood abuse; or (c) have a claim that was barred by the applicable statute of limitations as of the Claims Bar Date but is no longer barred by the applicable statute of limitations for any reason, including for example the passage of legislation that revives such claims. * * * Under the Diocese's plan, which was negotiated between the church and its official committee representing clergy-abuse victims, the church will contribute $2 million to a victims' fund, while seven insurance companies will contribute $14.4 million to the fund in return for ending their liability under policies they issued years ago. The report said the church's portion will come from a $3.5 million loan to be secured by the diocese's real estate. General unsecured creditors, whose claims are estimated to total less than $1 million, will be paid in full. DOLLAR TREE: Moody's Assigns Ba2 Corporate Family Rating -------------------------------------------------------- Moody's Investors Service assigned a Corporate Family Rating of Ba2, a Probability of Default Rating of Ba2-PD and a speculative grade liquidity rating of SGL-1 to Dollar Tree, Inc. ("Dollar Tree"). Moody's also assigned a Ba1 rating to the company's proposed senior secured $1,250 million term revolving credit facility maturing 2020, the proposed $500 senior secured term loan A maturing 2020 and the proposed $5,200 million term loan B maturing 2022. Additionally, Moody's assigned a Ba3 rating to the company's proposed $2,500 million senior unsecured notes maturing 2023. The outlook is stable. The proceeds of the proposed new debt will be used to acquire Family Dollar Stores, Inc. ("Family Dollar"). The acquisition will add approximately 8,101 stores to Dollar Tree's existing store base of 5,077 stores in the U.S. and 205 stores in Canada. The acquisition is subject to regulatory review and is expected to close in first half of 2015. Moody's anticipates some store divestitures will be mandated by the regulators as part of the approval of the transaction. This is a first time rating for Dollar Tree. All ratings are subject to satisfactory review of final documentation and closing of the Family Dollar acquisition. The transaction also anticipates the rollover of $300 million in legacy Family Dollar notes (currently rated Baa3 on review for downgrade) as part of the new capital structure. Post closing the legacy notes will be senior secured obligations of Family Dollar. If the transaction closes as anticipated these notes will be downgraded to Ba1 from their current rating of Baa3. "Although a transaction of this size comes with significant execution and integration risks, the combination of Dollar Tree and Family Dollar will create the largest dollar store chain in North America with compelling industry dynamics, large scale and opportunities to create synergies and supply chain efficiencies that could enhance profitability and top line growth", Moody's Senior Analyst Mickey Chadha stated. "Proforma leverage will be high but Moody's expect credit metrics to improve significantly within 18-24 months of closing of the transaction", Chadha further stated. Ratings Rationale The Ba2 Corporate Family Rating anticipates the closing of the Family Dollar transaction and reflects the combined company's sizable scale and complementary business models across fixed and multi-price points. Moody's views the dollar store sector favorably and expects that it will continue to grow given its low price points and convenient locations which will continue to resonate with financially constrained consumers. Dollar Tree stores are mostly suburban whereas Family Dollar stores are urban and rural giving the combined company a complementary geographic footprint with a broad assortment of merchandise. Ratings are also supported by the company's very good liquidity. The ratings also reflect the significant execution and integration risks associated with the acquisition and the considerable challenges associated with improving the weak operating performance of Family Dollar. Dollar Tree management has vast experience in the discount retailing space and has demonstrated its ability to increase profitability and traffic while growing the overall store base and therefore Moody's expects that operating performance of the Family Dollar store base will improve as new management implements strategies to streamline sourcing and procurement, invest in price and optimize product offerings to improve traffic. Operating efficiencies and strategic initiatives to minimize costs are also expected to reduce expenses and improve cash flow generation of the combined company. Therefore despite Dollar Tree's credit metrics being weak at closing Moody's expects them to improve significantly in the near to medium term - debt/EBITDA and EBITA/interest including lease adjustments is expected to be below 5.0 times and about 3.0 times respectively within 18-24 months of closing of the transaction. The following ratings are assigned: Corporate Family Rating at Ba2 Probability of Default Rating at Ba2-PD Proposed $1,250 million senior secured revolving credit facility maturing 2020 at Ba1 (LGD3) Proposed $500 million senior secured Term Loan A maturing 2020 at Ba1 (LGD3) Proposed $5,200 million senior secured term loan maturing 2022 at Ba1 (LGD3) Proposed $2,500 million senior unsecured notes maturing 2023 at Ba3 (LGD5) Speculative Grade Liquidity Rating at SGL-1 Dollar Tree's stable outlook incorporates Moody's expectation that the integration of the acquired Family Dollar operations and store base will be smooth and without any major issues that result in a negative impact on the operating performance of the combined entity. The stable outlook also incorporates Moody's expectation that the company's credit metrics will demonstrate consistent and sustained improvement through increased EBITDA generation and debt prepayments. A ratings upgrade will require sustained positive same store sales growth, debt/EBITDA approaching 4.0 times, EBITA/interest sustained above 3.25 times, and very good liquidity. Ratings could be downgraded if debt/EBITDA is sustained above 4.75 times and EBITA/interest is sustained below 2.5 times. Ratings could also be downgraded if liquidity deteriorates or if the integration of the acquired Family Dollar stores does not result in expected synergies and improvement in overall profitability of the combined company. The principal methodology used in this rating was the Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Dollar Tree, Inc. operates a total of 5,282 discount retail stores in the U.S. and Canada. Combined with Family Dollar Stores, Inc. the company will have about 13,178 stores all across the U.S. and 205 stores in Canada under the Family Dollar, Dollar Tree, Dollar Tree Canada and Deals banners. Proforma revenues of the combined companies will be about $18.9 billion. DOMARK INTERNATIONAL: Tonaquint Reports 9.9% Stake as of Jan. 30 ---------------------------------------------------------------- Tonaquint, Inc., and its affiliates disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Jan. 30, 2015, they beneficially owned 561,937,039 shares of common stock of Domark International Inc. representing 9.99 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: http://is.gd/LP81LK 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. As of Nov. 30, 2014, the Company had $1.39 million in total assets, $3.20 million in total liabilities, and a $1.81 million stockholders' deficit. The Company said in its quarterly report for the period ended Nov. 30, 2014, that it has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors, promissory notes from lenders, and the support of certain stockholders. The Company maintained these factors raise substantial doubt about the ability of the Company to continue as a going concern. DOVER DOWNS: Incurs $516,000 Net Loss in Fourth Quarter ------------------------------------------------------- Dover Downs Gaming & Entertainment, Inc., reported a net loss of $516,000 on $45.71 million of revenues for the three months ended Dec. 31, 2014, compared to a net loss of $418,000 on $46.59 million of revenues for the same period in 2013. For the year ended Dec. 31, 2014, the Company reported a net loss of $706,000 on $185.38 million of revenues compared to net earnings of $13,000 on $197.23 million of revenues during the prior year. As of Dec. 31, 2014, the Company had $179.81 million in total assets, $67.46 million in total liabilities and $112.34 million in total stockholders' equity. Denis McGlynn, the Company's president and chief executive officer, stated: "During the year just ended, Dover Downs distributed $92 million to the state, the horsemen and the slot machine vendors. The share of gaming revenues we were left with was insufficient to cover all expenses, and as you can see, leaves an otherwise profitable business with a $706,000 loss for the year. Clearly, this demonstrates the irrationality of the current gaming revenue sharing formula and the need for rebalancing. We will continue to make our case for change during the current session of the legislature which runs through June 30." A full-text copy of the press release is available at: http://is.gd/djeMix About Dover Downs Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE), Dover Downs Hotel & Casino(R) is a gaming and entertainment resort destination in the Mid-Atlantic region. Gaming operations consist of approximately 2,500 slots and a full complement of table games including poker. The AAA-rated Four Diamond hotel is Delaware's largest with 500 luxurious rooms/suites and amenities including a full-service spa/salon, concert hall and 41,500 sq. ft. of multi- use event space. Live, world-class harness racing is featured November through April, and horse racing is simulcast year-round. Professional football parlay betting is accepted during the season. Additional property amenities include multiple restaurants from fine dining to casual fare, bars/lounges and retail shops. Visit http://www.doverdowns.com/ As reported by the TCR on Oct. 31, 2014, Dover Downs was notified by the New York Stock Exchange that the average closing price of our common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price for continued listing on the NYSE under the NYSE Listed Company Manual. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent accounting firm noted that the Company's credit facility expires on June 17, 2014, and at present no agreement has been reached to refinance the debt, which raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2014, showed $185 million in total assets, $68.8 million in total liabilities and $116 million of stockholders' equity. DOWNEY FINANCIAL: Creditors Beat FDIC for $370MM Tax Refund ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that creditors of Downey Financial Corp., whose bank subsidiary Downey Saving & Loan Association was taken over by regulators in November 2008, got a $370 million victory at the expense of the Federal Deposit Insurance Corp. on an issue dividing the federal courts of appeal. Downey Financial Corporation and its subsidiaries, including Downey Savings and Loan, F.A., entered into a Tax Sharing Agreement, which provided for the filing of consolidated tax returns. For companies engaged in this practice, IRS regulations state that any refund is to be paid to the parent company. Before the U.S. Court of Appeals for the Third Circuit is an appeal whose sole issue is the capacity in which DFC held the tax refunds. The Federal Deposit Insurance Corporation, in its capacity as receiver for Downey Bank, appeals the Bankruptcy Court's grant of summary judgment in favor of DFC. The Bankruptcy Court concluded that the TSA unambiguously established a debtor/creditor relationship between DFC and its subsidiaries and thereby declared over $370 million in tax refunds to be part of DFC’s bankruptcy estate. The Third Circuit in a Jan. 26, 2015, opinion affirmed. The appeals case is Cantor v. FDIC, 14-1586. U.S. Court of Appeals for the Third Circuit (Philadelphia). A full-text copy of the Decision is available at http://bankrupt.com/misc/DOWNEY0126.pdf About Downey Financial Downey Financial Corp. filed a Chapter 7 petition (Bankr. D. Del. 08-13041) on Nov. 25, 2008, after the Office of Thrift Supervision closed its banking unit Downey Savings & Loan Association, F.A., on Nov. 21, 2008, and appointed the FDIC as receiver. Montague S. Claybrook serves as the Chapter 7 Trustee, and is represented by William H. Stassen, Esq., at Fox Rothschild LLP. As soon as the bank was taken over, the assets of the thrift subsidiary were purchased by U.S. Bank NA in a transaction assisted by the FDIC. The Downey bank failure cost the FDIC insurance fund $1.4 billion, the agency said at the time. DRESSER-RAND GROUP: S&P Retains 'BB' CCR on CreditWatch Positive ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB' corporate credit and 'B+' subordinated debt ratings on Houston-based oil-field services equipment-maker Dresser-Rand Group Inc. remain on CreditWatch with positive implications. S&P placed the ratings on CreditWatch on Sept. 23, 2014. The positive CreditWatch continues to reflect a potential upgrade of the company's corporate credit rating to 'A+', the same rating as German engineering company Siemens AG, which plans to acquire Dresser-Rand. Siemens announced it will likely assume Dresser-Rand's debt when the transaction closes, which we expect to occur in mid-2015. "Dresser-Rand's shareholders have approved the transaction, but it is still subject to regulatory approval," said Standard & Poor's credit analyst Christine Besset. The resolution of the CreditWatch placement will depend on the successful closing of the transaction as contemplated. DUPONT PERFORMANCE: Bank Debt Trades at 2% Off ---------------------------------------------- Participations in a syndicated loan under which DuPont Performance Coatings is a borrower traded in the secondary market at 97.66 cents-on-the-dollar during the week ended Friday, Jan. 30, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.18 percentage points from the previous week, The Journal relates. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 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 widely-quoted syndicated loans in secondary trading in the week ended Friday among the 186 loans with five or more bids. All loans listed are B-term, or sold to institutional investors. ELEPHANT TALK: Appoints Co-Presidents of Mobile Platform Business ----------------------------------------------------------------- Elephant Talk Communications Corp. appointed Dr. Armin G. Hessler and Martin Zuurbier, the current CTO of Elephant Talk, as co-presidents of its mobile platform business effective on April 1, 2015. Both will report to Mr. Steven van der Velden, Chairman and CEO. Dr. Armin Hessler will join the Company from Vodafone Group Plc., where he currently serves as Head of Global Data Center Management and Service Excellence. Dr. Hessler has a commercial background of over 20 years in the telecommunications and IT industries at firms including Vodafone, Mannesmann AG, AT&T-Unisource and Telefónica de España. As co-president of the Elephant Talk mobile platform business, he will be responsible for Software Development, Business (Change) Management and Operations. Martin Zuurbier, who will continue in his role as CTO, has been instrumental in developing the Company's virtualized Software DNA 2.0 platform. He will assume the added responsibilities for Sales, Innovation & Technology and Vendor Management. "I am excited to be working with Martin to advance one of the world's leading innovators of cloud-based mobile platforms while capitalizing on the global demand for our solutions. In a world of Network Function Virtualization and convergence of IT and networks, we see a great opportunity to use software virtualization to help simplify the mobile operator's infrastructure and cost structure," stated Mr. Armin Hessler. Dr. Armin G. Hessler (Germany, 1962) currently holds the position of Head of Global Data Center Management and Service Excellence at Vodafone, responsible for Vodafone's global data center strategy and major global transformation projects. Prior to this position, he has held various senior management roles in Vodafone including Head of Enterprise IT, Strategy & Innovation. In that role he was responsible for the information technology of Vodafone's Global Enterprise business unit and accountable for the operations of all globally shared services and Vodafone's worldwide office IT. Additionally, he was Director IT Operations & IT Customer Services and Director Global Web Enablement at Vodafone. Before joining Vodafone, Mr. Hessler served Terenci AG, mobile b2b solutions as Executive Vice President Marketing & Services; Mannesmann AG as Director International Projects; AT&T-Unisource NV as Director Operations. He also served Telefónica de España (Spain) as Senior Manager Business Development and was Associate Professor, University of Technology Aachen, Germany (RWTH). Armin holds various university degrees and studied/served at a number of academic institutions including the University of Technology Aachen (RWTH), Universidad de Barcelona and as a "Visiting Doctoral Fellow" at the Wharton School of Business. Martin Zuurbier said, "With the operational deployment of our platforms at several MNO operators, we now enter a new phase, focused on expanded sales and technological innovation. Along with Armin's support to help ensure we address the operational requirements of our partner MNOs and MVNOs, I look forward to delivering new contracts that will result in more SIMs being migrated onto our platforms, which will increase the value of our enterprise." Mr. Steven van der Velden, chairman and chief executive officer commented, "I am pleased that Armin will be joining Elephant Talk and congratulate Martin on his promotion. Armin has an extensive and seasoned commercial background in telecommunications and information technology. Armin and Martin will help advance our mobile activities so that we may grow the number of SIMs we manage not only among our existing client base, but also in new geographic locations we are currently establishing. Together, our new co-Presidents will focus on growing Elephant Talk's core network platform to further capitalize on the significant global backlog opportunities for our product portfolio." On Jan. 23, 2015, Mr. Zuurbier relinquished his role as chief operational officer of Elephant Talk in connection with his appointment as co-president. In conjunction with the above appointments, Floris van den Broek, vice president of the Company's Mobile Platform Activities, voluntarily resigned his position with the Company on Jan. 23, 2015. About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk reported a net loss of $22.1 million in 2013, a net loss of $23.1 million in 2012 and a net loss of $25.3 million in 2011. As of Sept. 30, 2014, the Company had $40.6 million in total assets, $18.4 million in total liabilities and $22.2 million in total stockholders' equity. ENERGY TRANSFER: Bank Debt Trades at 5% Off ------------------------------------------- Participations in a syndicated loan under which Energy Transfer Equity LP is a borrower traded in the secondary market at 94.65 cents-on-the-dollar during the week ended Friday, Jan. 30, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.25 percentage points from the previous week, The Journal relates. The Company pays 250 basis points above LIBOR to borrow under the facility. The bank loan matures on Nov. 15, 2019, and carries Moody's Ba2 rating and Standard & Poor's BB rating. The loan is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended Friday among the 186 loans with five or more bids. All loans listed are B-term, or sold to institutional investors. EPIC/FREEDOM LLC: Moody's Assigns B3 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to Epic/Freedom, LLC. In addition, Moody's has assigned a B2 (LGD 3) rating Epic Health Services, Inc.'s proposed $210 million senior secured credit facilities, comprised of a $25 million revolver and $185 million first lien term loan. Epic Health Services, Inc. is a wholly owned subsidiary of Epic/Freedom, LLC (collectively "Epic Health"). The rating outlook is stable. This is the first time that Moody's has assigned ratings to Epic Health. Proceeds of the credit facilities, along with a $45 million senior secured second lien term loan (unrated) and an equity contribution, will be used to fund the acquisitions of the pediatric care division of Loving Care Agency ("LCA") and Pennhurst Holdings, LLC. ("Pennhurst") for a combined purchase price of $107 million, refinance about $136 million of existing debt and pay transaction fees and expenses. LCA is a provider of pediatric skilled home nursing and personal home care services in the U.S. and Pennhurst is a small autism and behavioral health service provider. The following ratings have been assigned subject to review of final documentation: Epic /Freedom, LLC: Corporate Family Rating at B3 Probability of Default Rating at B3-PD Epic Health Services, Inc.: First lien senior secured credit facilities at B2(LGD 3) The rating outlook is stable Ratings Rationale The B3 Corporate Family Rating reflects Epic Health's high debt leverage, small scale and significant geographic concentration. Furthermore, the rating reflects risks associated with the company's high exposure to Medicaid reimbursement and ongoing state budget pressures in many of the regions where the company operates. The rating also reflects Moody's belief that the company will continue to pursue an aggressive growth strategy, including acquisitions, which will limit debt repayment. However, the rating benefits from the company's leading niche position in the otherwise fragmented market of pediatric home health services and favorable long-term growth prospects of the industry. The stable rating outlook reflects Moody's expectation that Epic Health's revenue and EBITDA will increase modestly over the next 12-18 months through organic growth and tuck-in acquisitions. The stable outlook also reflects Moody's expectation that there will be no meaningful reduction in reimbursement rates in the near term and that the company will delever gradually and maintain good liquidity. The ratings could be downgraded if there is a contraction in operating cash flow, such that free cash flow turns negative, or if the company's liquidity deteriorates materially. Ratings could also be downgraded if the company fails to successfully integrate LCA or engages in a large debt-financed acquisition or shareholder initiative that would lead to significant deterioration in its credit metrics. Prior to a positive rating action, Moody's would need to gain comfort that any adverse impact from changes in the regulatory environment or state Medicaid programs will be manageable without materially impairing the company's business operations or cash flow. In addition, Moody's could consider a rating upgrade if the company is able to increase its scale, diversify its payor base, reduce debt/EBITDA below 5.0 times and consistently generate free cash flow. The principal methodology used in these ratings was Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Epic Health is a leading provider of pediatric skilled nursing and therapy services, as well as adult home health services, including skilled nursing, therapy, personal care, and behavioral health nursing. ERF WIRELESS: Issues 46 Million Common Shares --------------------------------------------- ERF Wireless, Inc., issued 46,297,984 shares of common stock pursuant to existing Convertible Promissory Notes from January 24 through Jan. 30, 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 $0.000628 per share. The issuance of the shares constitutes 32.845% of the Company's issued and outstanding shares based on 140,960,773 shares issued and outstanding as of Jan. 23, 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. FCC HOLDINGS: Liquidating Plan Hearing Set for March 18 ------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware on Jan. 29, 2015, approved the disclosure statement explaining FCC Holdings, Inc., et al.'s joint plan of orderly liquidation and scheduled a confirmation hearing to be held on March 18, 2015, at 10:00 a.m. (prevailing Eastern Time). The deadline by which all ballots must be properly executed and actually received by the voting agent is March 11. Objections, if any, to the confirmation of the Plan must be submitted on or before March 11. As previously reported by The Troubled Company Reporter, the Plan embodies a settlement agreement by and between the Debtors, Bank of Montreal, as agent on behalf of the Lenders, IEC Corporoation, which purchased some of the Debtors' assets, and the Official Committee of Unsecured Creditors over the resolution of the cases. In particular, the Debtors, the Agent on behalf of the Lenders, IEC and the Committee have agreed to the releases of claims and other liabilities set forth in the Plan and in the Final Cash Collateral Order. Further, the Debtors, the Agent on behalf of the Lenders, IEC and the Committee have agreed that (i) IEC will fund $100,000 to a liquidating trust, and (ii) IEC will acquire any and all potential preference actions against non-insiders under Section 544 and 547 of the Bankruptcy Code, and will covenant not to pursue those actions. The Debtors, on Jan. 28, filed an amended liquidation plan to, among other things, incorporate the plan confirmation schedule. In the First Amended Plan, the Debtors maintain that substantive consolidation is warranted because prior to the Petition Date, they operated under consolidated books and records, so that their crediors regarded them as one legal entity. Furthermore, the Debtors state that BMO holds a lien on all of the assets of each of the Debtors, and the combined remaining assets of all of the Debtors is substantially less than the amount owed to BMO, substantive consolidation is warranted in that attempting to separate the Debtors would be an unnecessary cost to the Debtors' estates with no corresponding benefit. A blacklined version of the First Amended Disclosure Statement dated Jan. 28, 2015, is available at http://is.gd/OSqMXj About FCC Holdings FCC Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11987) on Aug. 25, 2014. Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates provide quality postsecondary education in fourteen states. The FCC schools were started by David Knobel in 1994 in Fort Lauderdale, Florida, and, as of the bankruptcy filing, are owned by Greenhill Capital Partners. Prior to the Petition Date, the Company, which currently operates under the name "Anthem Education," had three sets of schools -- the 14 Florida Career College schools; the 22 Anthem Education schools; and the 5 US Colleges schools. The Debtors' outstanding secured obligations are $49 million, plus interest and fees, comprised of: Tranche A Loans of $18.6 million, Tranche B Loans of $29.1 million, and existing letters of credit of $1.39 million. The Debtors also have unsecured debt of $15 million. Judge Christopher S. Sontchi is assigned to the Chapter 11 cases. The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, as counsel, and KCC as claims and notice agent. The U.S. Trustee has appointed three members to the Official Committee of Unsecured Creditors. Womble Carlyle Sandridge & Rice, LLP, and Ottenbourgh P.C., serve as its co-counsel. FIRST NATIONAL: Agrees to Settlement with SEC --------------------------------------------- First National Community Bancorp, Inc., the parent company of Dunmore-based First National Community Bank, announced that on Jan. 28, 2015, it had reached an agreement with the U.S. Securities and Exchange Commission. The agreement relates to actions which occurred in 2009 and 2010, and which have since been addressed by the Company. "We believe that this agreement in principle with the SEC is an important and positive step which further moves the Company beyond a challenging period in its history," said Steven R. Tokach, president and chief executive officer. "The Company moved appropriately to address the issues referred to in the agreement, and we believe that effective policies and procedures were instituted and are being maintained." This agreement comes as the bank continues to successfully execute its business strategy focused on organic loan generation, core deposit growth, operating efficiencies, and continued strengthening of its asset quality. These efforts have resulted in meaningful improvement in the Company's financial position and improved operating results. As a result of the agreement, the Company has taken a one-time charge to third quarter 2014 earnings of $175,000. About First National Headquartered in Dunmore, Pa., First National Community Bancorp, Inc., is a Pennsylvania corporation, incorporated in 1997 and is registered as a bank holding company under the Bank Holding Company Act ("BHCA") of 1956, as amended. The Company became an active bank holding company on July 1, 1998, when it acquired ownership of First National Community Bank (the "Bank"). The Bank is a wholly-owned subsidiary of the Company. The Company's primary activity consists of owning and operating the Bank, which provides customary retail and commercial banking services to individuals and businesses. The Bank provides practically all of the Company's earnings as a result of its banking services. First National reported net income of $6.38 million on $32.9 million of total interest income for the year ended Dec. 31, 2013, as compared with a net loss of $13.7 million on $37.02 million of total interest income for the year ended Dec. 31, 2012. Regulatory Matters The Bank is under a Consent Order from the Office of the Comptroller of the Currency dated Sept. 1, 2010. The Company is also subject to a Written Agreement with the Federal Reserve Bank of Philadelphia dated Nov. 24, 2010. The Bank, pursuant to a Stipulation and Consent to the Issuance of a Consent Order dated Sept. 1, 2010, without admitting or denying any wrongdoing, consented and agreed to the issuance of the Order by the OCC, the Bank's primary regulator. The Order requires the Bank to undertake certain actions within designated timeframes, and to operate in compliance with the provisions thereof during its term. The Order is based on the results of an examination of the Bank as of March 31, 2009. Since the examination, management has engaged in ongoing discussions with the OCC and has taken steps to improve the condition, policies and procedures of the Bank. Compliance with the Order is monitored by a committee of at least three directors, none of whom is an employee or controlling shareholder of the Bank or its affiliates or a family member of any such person. The Committee is required to submit written progress reports to the OCC on a monthly basis. The Committee has submitted each of the required monthly progress reports with the OCC. The members of the Committee are John P. Moses, Joseph Coccia, Joseph J. Gentile and Thomas J. Melone. FL 6801: Needs Until March 20 to File Liquidating Plan ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the former owner of the Canyon Ranch Hotel & Spa in Miami Beach, Florida, has filed a second motion seeking further extension of its exclusive plan filing date saying it won't be able to propose a liquidating Chapter 11 plan until the ex-property manager files a claim for damages for being ousted and replaced by the buyer, Z Capital Partners LLC. According to the report, the Debtor asks the Court to extend its plan-filing deadline to March 20 and the deadline for the former manager to file a claim is March 2. 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. The Associations are represented by Alan F. Kaufman, Esq., at HINSHAW & CULBERTSON LLP; and Charles M. Tatelbaum, Esq., at TRIPP SCOTT PA. FORTESCUE METALS: Bank Debt Trades at 11% Off --------------------------------------------- Participations in a syndicated loan under which Fortescue Metals Group Ltd is a borrower traded in the secondary market at 88.73 cents-on-the-dollar during the week ended Friday, Jan. 30, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.53 percentage points from the previous week, The Journal relates. The Company 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 widely-quoted syndicated loans in secondary trading in the week ended Friday among the 186 loans with five or more bids. All loans listed are B-term, or sold to institutional investors. GENERIC DRUG: Moody's Lowers Corporate Family Rating to 'B3' ------------------------------------------------------------ Moody's Investors Service downgraded Generic Drug Holdings, Inc.'s Corporate Family Rating to B3 from B2. At the same time, Moody's lowered Generic Drug's First Lien Term Loans and Secured Revolver ratings to B2 from B1. The rating outlook is stable. Ratings downgraded: Generic Drug Holdings, Inc. Corporate Family Rating to B3 from B2 Probability of Default Rating to B3-PD from B2-PD First Lien Term Loans to B2 from at B1 Sr. Secured Revolver to B2 from B1 Ratings Rationale "The rating downgrade reflects Moody's view that Generic Drug will likely sustain leverage at levels that are consistent with a B3 rating, " said Diana Lee, a Moody's Senior Credit Officer. The company faces some operating challenges, which will continue to impede deleveraging following its relatively large dividend recap in 2013. Debt/EBITDA, which is currently high at around 6.0 times, will remain above 5.0 times over the next 12 to 18 months. The B3 Corporate Family Rating reflects the company's extremely small size and market share in the US drug distribution industry and its relatively high financial leverage. Generic Drug's small scale is somewhat offset by its institutional segments, significant customer and vendor diversity, and a good growth outlook for generic pharmaceutical use. Operating challenges, particularly in the institutional segment, have resulted in performance that is below Moody's expectations, and will limit deleveraging over the coming year. The drug distribution industry is evolving. It is too early to assess the impact of the large generic drug purchasing entities that were formed involving the three largest drug distributors. In order to improve scale, Moody's believes management will likely pursue debt-financed acquisitions. The stable outlook reflects Moody's view that the company will maintain very high leverage as operating performance, which has declined, stabilizes. Even if EBITDA shows some improvement, leverage is not expected to materially decline as Generic Drug is likely to consider acquisitions to increase its scale. The ratings could be downgraded if debt/EBITDA is sustained above 6.5 times due to acquisitions or dividends, or if operating performance weakens. Additionally, if liquidity weakens due to higher working capital needs, the ratings could be downgraded. If Generic Drug demonstrates better operating performance, coupled with a commitment to deleverage such that Moody's believes debt/EBITDA will be sustained at or below 5.0 times, the ratings could be upgraded. The principal methodology used in this rating was the Global Distribution & Supply Chain Services published in November 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Livonia, Michigan, Generic Drug Holdings, Inc. through its subsidiary, The Harvard Drug Group, L.L.C., is a distributor of branded and generic pharmaceutical products, over-the-counter products, respiratory medicines and compounding supplies. The company has been privately-owned by Court Square Capital Partners since an April 2010 buy-out transaction. For the last twelve months ended September 30, 2014, the company reported net revenues of approximately $478 million. GETTY IMAGES: Bank Debt Trades at 9% Off ---------------------------------------- Participations in a syndicated loan under which Getty Images Inc is a borrower traded in the secondary market at 90.3 cents-on-the-dollar during the week ended Friday, Jan. 30, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.08 percentage points from the previous week, The Journal relates. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 14, 2019, and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended Friday among the 186 loans with five or more bids. All loans listed are B-term, or sold to institutional investors. GGW BRANDS: Trustee Goes After Former Lawyer -------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that GGW Brands' trustee, R. Todd Neilson, filed a lawsuit against a lawyer named Aaron Aftergood, saying the attorney's work on civil and criminal matters "solely benefited" the company's founder, Joe Francis. According to the report, Mr. Nelson wants to recover all $912,250 in fees that Mr. Aftergood allegedly was paid by GGW from October 2011 to October 2012. Mr. Nelson called the payments "classic fraudulent transfers" because they didn't benefit GGW, the report related. About GGW Brands Santa Monica, California-based GGW Brands, LLC, the company behind the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-15130) on Feb. 27, 2013. Judge Sandra R. Klein oversees the case. The company is represented by the Law Offices of Robert M. Yaspan. The company disclosed $0 to $50,000 in estimated assets and $10 million to $50 million in estimated liabilities in its petition. Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC also sought Chapter 11 protection. GGW Marketing, LLC, another affiliate, filed a voluntary Chapter 11 petition on May 22, 2013, before the Bankruptcy Court for the Central District of California (Los Angeles). The case is assigned Case No. 13-23452. Martin R. Barash, Esq., and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles, California, represent GGW Marketing. In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as Chapter 11 Trustee to take over the companies. Mr. Neilson has investigated failed solar-power company Solyndra and was involved in the Mike Tyson and Death Row Records bankruptcy cases. He is represented by David M Stern, Esq., Jonathan Mark Weiss, Esq., and Robert J Pfister, Esq., at Klee Tuchin Bogdonaff and Stern LLP. In April 2014, the Chapter 11 Trustee sold the "Girls Gone Wild" video franchise and its assets for $1.83 million. An auction set earlier that month was canceled because there were no bids to compete with the so-called stalking horse, who isn't affiliated with founder Joe Francis. GIGA-TRONICS INC: Incurs $67,000 Net Income in Dec. 27 Quarter -------------------------------------------------------------- Giga-tronics Incorporated filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net income of $67,000 on $4.51 million of net sales for the three months ended Dec. 27, 2014, compared with a net loss of $718,000 on $3.42 million of net sales for the same period in the prior year. The Company's balance sheet at Dec. 27, 2014, showed $8.31 million in total assets, $7.02 million in total liabilities and total stockholders' equity of $1.28 million. The Company incurred a net loss of $283,000 for the first nine months of fiscal 2015 and $3.74 million for the fiscal year ended March 29, 2014. These losses contributed to an accumulated deficit of $18.5 million as of Dec. 27, 2014. In the first nine months of fiscal 2015 and all of fiscal 2014 the Company invested heavily in the development of a new Giga-tronics Division product platform, the Advanced Signal Generation System. The Company anticipates long-term revenue growth and improved gross margins from the new product platform, but the delay in completing it contributed significantly to the losses of the Company. The Advanced Signal Generation System's initial customer deliveries occurred in the second and third quarters of fiscal 2015, and are approaching final customer acceptance. Additional delays in shipping volume quantities, or longer than anticipated sales cycles, could significantly contribute to additional losses. To help fund operations, the Company relies on advances under the line of credit with Silicon Valley Bank. However the Bank may terminate or suspend advances under the line of credit if the Bank determines there has been a material adverse change in the Company's general affairs, financial forecasts or general ability to repay. As of Dec. 27, 2014, borrowings under the line of credit were $1.6 million. These matters, along with recurring losses in prior years, raise substantial doubt as to the ability of the Company to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/ITdBvh Giga-tronics is a publicly held company, traded on the NASDAQ Capital Market under the symbol "GIGA". Giga-tronics produces instruments, subsystems and sophisticated microwave components that have broad applications in defense electronics, aeronautics and wireless telecommunications. The Company reported a net income of $93,000 on $5.11 million of net sales for the three months ended Sept. 27, 2014, compared with a net loss of $1.08 million on $3.95 million of net sales for the three months ended Sept. 28, 2013. The Company's balance sheet at Sept. 27, 2014, showed $8.48 million in total assets, $7.49 million in total liabilities, and total stockholders' equity of $983,000. HANOVER INSURANCE: S&P Raises Subordinated Debt Rating to 'BB+' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its long-term counterparty credit rating on The Hanover Insurance Group Inc. and its insurance operating subsidiaries (collectively The Hanover) to 'A' from 'A-'. At the same time S&P raised the senior debt rating to 'BBB' from 'BBB-' and the subordinated debt rating to 'BB+' from 'BB'. The outlook is stable. "The upgrade is based on our belief that management will continue its efforts to diversify the company's geographic concentration and product offering to further improve its risk position and earnings," said Standard & Poor's credit analyst David Veno. Key to management's efforts have been the global footprint Chaucer (its Lloyd's syndicate) provides and the westward expansion in the U.S. Currently, approximately 26% of The Hanover's net premiums written (NPW) represent international business, with 45% from U.S. commercial lines and 29% from U.S. personal lines. S&P expects NPW to grow in the single digits in 2015. Within the U.S., the company's geographic footprint has also become more diverse because of its specialty line of business and the company's expansion westward. Currently, the historical top-four states--Michigan, Massachusetts, New York, and New Jersey--account for 34% of the group's total NPW, down from 49% in 2010. Approximately 19% of U.S. direct premiums written comes from states west of the Mississippi River. S&P believes management's ongoing efforts to reduce catastrophe exposure in certain catastrophe-prone areas in the U.S. will help improve underwriting performance. S&P expects the company to generate a combined ratio of 96%-98%, including roughly five points of catastrophe losses. The stable outlook reflects S&P's view that The Hanover will continue generating strong operating income as it benefits from geographic and product diversification and lower risk concentration in natural catastrophe-prone areas. The rating also reflect S&P's view that capital adequacy will remain redundant at the very strong level. S&P may lower the ratings if The Hanover's operating performance deteriorates below peers' or if its capital position falls below 'AA'. S&P could also consider a downgrade if its fixed-charge coverage decreases and it believes it will remain below its tolerance level of 4.0x for 24 months. S&P is unlikely to raise the rating in the next two years. Any upgrade would depend on a sustainable material competitive advantage relative to peers. HEALTHWAREHOUSE.COM: Mark Scott Reports 11.4% Stake as of Dec. 31 ----------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Mark Douglas Scott and Cormag Holdings, Ltd., disclosed that as of Dec. 31, 2014, they beneficially owned 4,434,902 shares of common stock of HealthWarehouse.com, Inc., representing 11.4 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/NpLn40 About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter ("OTC") medical products. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. Healthwarehouse.com Inc. reported a net loss attributable to common stockholders of $7.30 million following a net loss attributable to common stockholders of $6.26 million during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $2.19 million in total assets, $5.83 million in total liabilities, and a $3.64 million in total stockholders' deficiency. Bankruptcy Warning "The Company recognizes it will need to raise additional capital in order to meet its payment obligations... and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, attempt to negotiate the preferred stock redemption and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operation and /or seek reorganization under the U.S. bankruptcy code," the Company stated in the Report. HERCULES OFFSHORE: BlackRock Reports 5.9% Stake as of 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 9,537,465 shares of common stock of Hercules Offshore, Inc., representing 5.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/re0WNm About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $68.1 million in 2013, a net loss of $127 million in 2012 and a net loss of $76.1 million in 2011. As of Sept. 30, 2014, the Company had $2.19 billion in total assets, $1.42 billion in total liabilities and $767 million in stockholders' equity. * * * The Troubled Company Reporter reported on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to 'B2' from 'B3'. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Dec. 30, 2014, S&P lowered its corporate credit rating on Hercules Offshore Inc. to 'B-' from 'B'. The downgrade reflects S&P's estimate for increased leverage as a result of lower day-rates and utilization for the company's offshore rigs, both in the company's Domestic Offshore and International Offshore segments. S&P's estimates of lower utilization and day-rates are a result of S&P's expectation of decreased offshore drilling given lower oil prices. S&P now expects FFO to debt to be below 12% and debt to EBITDA to exceed 5x in 2015. HERON LAKE: Auditors Remove "Going Concern" Qualification --------------------------------------------------------- Heron Lake BioEnergy, LLC, filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $24.3 million on $149 million of revenues for the fiscal year ended Oct. 31, 2014, compared to net income of $2.26 million on $164 million of revenues for the fiscal year ended Oct. 31, 2013. As of Oct. 31, 2014, Heron Lake had $66.1 million in total assets, $10.2 million in liabilities and $55.9 million in total members' equity. Boulay PLLP, in Minneapolis, Minnesota, did not include a "going concern" qualification in its consolidated financial statements for the year ended Oct. 31, 2014. Boulay previously expressed substantial doubt about the Company's ability to continue as a going concern in its report on the financial statements for the year ended Oct. 31, 2013, citing that the Company has incurred losses due to difficult market conditions and had lower levels of working capital than was desired. A full-text copy of the Form 10-K is available for free at: http://is.gd/SdXvV8 About Heron Lake Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol plant in Heron Lake, Minnesota. After completing a conversion in November 2011, the Company is now a natural gas fired ethanol plant. Its subsidiary, HLBE Pipeline Company, LLC, owns 73 percent of Agrinatural Gas, LLC, the pipeline company formed to construct, own, and operate a natural gas pipeline that provides natural gas to the Company's ethanol production facility through a connection with the natural gas pipeline facilities of Northern Border Pipeline Company in Cottonwood County, Minnesota. Its subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities at Lakefield and Wilder, Minnesota. At nameplate, the Company's ethanol plant has the capacity to process approximately 18.0 million bushels of corn each year, producing approximately 50 million gallons per year of fuel-grade ethanol and approximately 160,000 tons of distillers' grains with soluble. * * * This concludes the Troubled Company Reporter's coverage of Heron Lake BioEnergy until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. HIPCRICKET INC: Sale Procedure Hearing Set for Feb. 11 ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Hipcricket Inc., a provider of software for advertising over mobile devices, has a Feb. 11 hearing on the approval of the procedures governing the sale of substantially all of its assets. As previously reported by The Troubled Company Reporter, the Debtor proposes to sell its assets to SITO Mobile, Ltd., for $5 million, subject to higher and better offers at an auction. SITO Mobile has signed a deal to purchase most of the assets for a total consideration of (i) an amount equal to the sum of (a) $4.50 million in cash, plus (b) an amount equal to cure amounts up to the cure cap of $500,000, plus (c) amounts approved by the Bankruptcy Court with respect to the KEIP up to $255,000, less (ii) the sum (a) the Assumed DIP Obligations plus (b) the amount of cure amounts that are require to be paid in excess of the cure cap up to a maximum of $50,000. The Debtor requested that the Court schedule the sale hearing no later than Feb. 27, 2015. The Debtor proposed that objections, if any, to the sale motion be filed on or before 4:00 p.m. on Feb. 20, 2015 (Eastern Time). The Debtor proposes that SITO Mobile receive an expense reimbursement of up to $100,000 and a break-up of $225,000 (approximately $4.3% of the purchase price) in the event that the Debtor pursue a transaction with another party. About Hipcricket Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly known as Augme Technologies, is a publicly held Delaware corporation. Hipcricket is in the business of providing end-to-end, data-driven mobile advertising and marketing solutions through its proprietary AD LIFE software-as-a service platform -- a proprietary, mobile engagement platform for businesses to communicate with customers through cellphones, tablets and other mobile devices. The Company had 77 full-time employees as of the bankruptcy filing. Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10104) on Jan. 20, 2015, with a deal to sell its assets. The Debtor has tapped Pachulski Stang Ziehl & Jones LLP as counsel, Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as special corporate counsel, and Omni Management Group, LLC, as claims and noticing agent. As of Jan. 20, 2015, the Company had total assets of $16.8 million and liabilities of $12.06 million. HOKULNI SQUARE: Ch. 7 Trustee Fees Not Based on Credit Bidding -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals for the Ninth Circuit ruled that when a Chapter 7 trustee sells property to a secured creditor making a so-called credit bid, the trustee's fee isn't calculated based on the debt used to purchase the property. According to the report, writing for the three-judge Ninth Circuit, Circuit Judge Alex Kozinski focused on the language of the governing statute, Section 326(a) of the Bankruptcy Code, which says a trustee's fees are measured by a percentage of "all moneys disbursed or turned over." Judge Kozinski said the words retain their ordinary meaning and that the only thing turned over in the Chapter 7 case was real property. The case is Tamm v. UST v. United States Trustee (In re Hokulni Square Inc.), 10-1468, U.S. Ninth Circuit Court of Appeals (San Francisco). HORIZON LINES: Pioneer Global Owns 24.5% of Class A Shares ---------------------------------------------------------- Pioneer Global Asset Management S.p.A reported in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 9,761,932 shares of Class A common stock of Horizon Lines representing 24.5 percent of the shares outstanding. Pioneer Investment Management, Inc., also owned 9,451,377 Class A shares as of that date. A copy of the regulatory filing is available for free at http://is.gd/K8XysM About Horizon Lines Horizon Lines, Inc., is a domestic ocean shipping company and the only ocean cargo carrier serving all three noncontiguous domestic markets of Alaska, Hawaii and Puerto Rico from the continental United States. The company owns a fleet of 13 fully Jones Act qualified vessels and operates five port terminals in Alaska, Hawaii and Puerto Rico. A trusted partner for many of the nation's leading retailers, manufacturers and U.S. government agencies, Horizon Lines provides reliable transportation services that leverage its unique combination of ocean transportation and inland distribution capabilities to deliver goods that are vital to the prosperity of the markets it serves. The company is based in Charlotte, NC, and its stock trades on the over-the-counter market under the symbol HRZL. For the year ended Dec. 22, 2013, the Company reported a net loss of $31.9 million following a net loss of $94.7 million for the year ended Dec. 23, 2012. The Company's balance sheet at Sept. 21, 2014, showed $628 million in total assets, $690.5 million in total liabilities, and a $62.2 million total stockholders' deficit. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines' Corporate Family Rating and Probability of Default Rating at 'Caa2' and removed the 'LD' ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the CFR and PDR considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. IBCS MINING: Cash Collateral Hearing Set for March 23 ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia will continue the hearing on March 23, 2015, at 10:00 a.m. at Charlottesville, Room 200, US Courthouse, 255 W. Main St. in Charlottesville, Virginia, to consider whether to allow IBCS Mining Inc. and its debtor-affiliates to use cash collateral of Branch Banking and Trust Company pursuant to a budget. Terms Summary ----- ------- Use of Cash The Debtors are authorized to use Cash Collateral Collateral on an interim basis pending a final determination by the Court upon the terms and conditions set forth in the Interim Order and in accordance with the Budget from the Petition Date through and including the earlier of: a) the date of the final hearing on the Debtors' use of the Cash Collateral; or b) termination of the Interim Order following issuance of a Termination Notice. Adequate BB&T is entitled to adequate protection of its Protection interest in the Cash Collateral. The following adequate protection will be provided: a) As security for and solely to the extent of any diminution in the value of the Pre- Petition Date Collateral from and after the Petition Date, calculated in accordance with section 506(a) of the Bankruptcy Code, BB&T will have senior priority replacement liens upon assets and property of the Debtors on which BB&T had liens prior to the Petition Date. b) The Replacement Liens are and will be valid, perfected, enforceable, and effective as of the Petition Date without any further action of the Debtors or BB&T and without the necessity of the execution, filing, or recording of any financing statements, security agreements, mortgages, or other documents, or of obtaining control agreements over bank accounts. c) BB&T will receive adequate protection payments as provided in the Budget. d) Furthermore, the Debtors will continue to operate their business, and in doing so, will preserve the value of the Debtors' estates. The Debtors said they require cash on hand and cash flow from their operations to fund working capital and liquidity needs. In addition, the Debtors require cash on hand to fund these Chapter 11 cases while seeking to reorganize their businesses. Post Petition Date use of the cash collateral is necessary in order for the Debtors to preserve sufficient liquidity to maintain ongoing day-to-day operations and fund their working capital needs. According the Debtors, if they are unable to use cash collateral, they will be forced to cease operations. This will not only cause harm to them, but will also cause harm to all creditors and parties-in-interest. The Debtors noted they intend to use the revenues from the sale of certain of the Pre-Petition Date collateral to fund a plan or plans of reorganization. The Debtors assured the Court that the adequate protection is sufficient to protect any diminution in value of BB&T's interests and is fair and reasonable. BB&T will be adequately protected and, as a result, will not be prejudiced in any way by the use of cash collateral, the Debtor added. Objections to Cash Collateral BB&T, Virginia Electric and Power Company, and Wells Fargo Bank Northwest N.A. separately objected to the Debtors' use of cash collateral because the adequate protection fails to meet the standards set forth in the Bankruptcy Code. BB&T said the Debtors have offered no form of protection to it to compensate for the use of the bond disbursement. The bond disbursement is a finite asset and to the extent it is used, BB&T's collateral position is correspondingly diminished. BB&T retained as counsel: Peter M. Pearl, Esq. Spilman Thomas & Battle, PLLC P. O. Box 90 Roanoke, Virginia 24002 Tel: (540) 512-1832 Fax: (540) 342-4480 Email: ppearl@spilmanlaw.com Virginia Electric retained as counsel: Aaron G. McCollough, Esq. McGUIREWOODS LLP 77 West Wacker Drive, Suite 4100 Chicago, IL 60601-1818 Tel: (312) 849-8256 Fax: (312) 849-3690 E-mail: amccollough@mcguirewoods.com - and - Whitney R. Travis, Esq. McGUIREWOODS LLP One James Center 901 East Cary Street Richmond, VA 23219-4030 Tel: (804) 775-1000 Fax: (804) 775-1061 E-mail: wtravis@mcguirewoods.com Well Fargo retained as counsel: Bruce H. Matson, Esq. Christopher L. Perkins, Esq. LeClairRyan, A Professional Corporation Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Tel: (804) 783-7550 Email: bruce.matson@leclairryan.com christopher.perkins@leclairryan.com - and - Jay Jaffe, Esq. Faegre Baker Daniels LLP 600 East 96th Street, Suite 600 Indianapolis, Indiana 46240 Tel: (317) 569-9600 Email: jay.jaffe@faegreBD.com A full-text copy of the cash collateral budget is available for free at http://is.gd/Ls0bcc About IBCS Mining IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215 and 14-61216) on June 27, 2014. The Court on July 8, 2014, authorized the joint administration of the cases. The cases are assigned to Judge Kevin R. Huennekens. IBCS Mining estimated assets and debts of at least $10 million. IBCS Mining Inc. disclosed $6.91 million in assets and $7.28 million in liabilities. Hirschler Fleischer, P.C., serves as the Debtors' counsel. The U.S. Trustee for Region 4 appointed two creditors to serves in an official committee of unsecured creditors. IBCS MINING: Joint Chapter 11 Plan to be Funded Separately ---------------------------------------------------------- IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, submitted to the U.S. Bankruptcy Court a Joint Plan of Reorganization and an explanatory Disclosure Statement dated Jan. 23, 2015. According to the Disclosure Statement, the Joint Plan for each Debtor is separately funded. The Plan for IBCS will be funded through distributions from IBCS KY to Holders of Interests in IBCS KY Class 5. The Plan of Reorganization for IBCS KY will be funded by cash proceeds from ongoing operations. All general working capital requirements of the Reorganized Debtors on and after the Effective Date will be funded with cash receipts. Under the Plan, the Debtors will treat claims as, among other things: * The claim in IBCS KY 2 Class 2 (Mullins Secured Claim) will be paid through monthly payments. * IBCS KY Class 3 (BB&T Secured Claim) will be paid through monthly payments. Payments to IBCS KY Class 3 will only commence after IBCS KY Class 2 Claims are paid in full. * IBCS KY Class (General Unsecured Claims 4) will be paid through monthly payments. Payments to IBCS KY Class 4 Claims will only commence after IBCS KY Class 2 Claims and IBCS KY Class 3 Claims are paid in full. * IBCS KY Class 5 (Interests) will be paid through monthly payments. Payments to holders of interests in IBCS KY Class 5 will only commence after IBCS KY Class 2 Claims, IBCS KY Class 3 Claims, and IBCS KY Class 4 Claims are paid in full. IBCS Class 2 (Secured Claims) will be paid through distributions by IBCS KY to IBCS KY Class 5 Claims. Payments to IBCS Class 2 Claims will only commence after IBCS Class 1 Claims are paid in full. IBCS Class 3 (General Unsecured Claims) will be paid through distributions by IBCS KY to IBCS KY Class 5 Claims. Payments to IBCS Class 3 Claims will only commence after IBCS Class 1 Claims and IBCS Class 2 Claims are paid in full. Holder of IBCS Class 4 (Interests) will receive no distribution under the Plan on account of the interests. On the Effective Date, all Interests in IBCS KY will be cancelled and discharged and will be of no further force and effect, whether surrendered for cancellation or otherwise. Copies of the Disclosure Statement and Plan are available for free at http://bankrupt.com/misc/IBCS_DS.pdf http://bankrupt.com/misc/IBCS_PLAN.pdf About IBCS Mining IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215 and 14-61216) on June 27, 2014. The Court on July 8, 2014, authorized the joint administration of the cases. The cases are assigned to Judge Kevin R. Huennekens. IBCS Mining estimated assets and debts of at least $10 million. IBCS Mining Inc. disclosed $6.91 million in assets and $7.28 million in liabilities. Hirschler Fleischer, P.C., serves as the Debtors' counsel. The U.S. Trustee for Region 4 appointed two creditors to serves in an official committee of unsecured creditors. ILLINOIS INSTITUTE: Fitch Raises Rating on $189MM Bonds to 'BB' --------------------------------------------------------------- Fitch Ratings has upgraded the rating on Illinois Institute of Technology's (IIT) $189 million of outstanding revenue bonds issued by the Illinois Finance Authority to 'BB' from 'BB-'. The Rating Outlook is Stable. SECURITY A note secures IIT's obligations under a loan agreement with the authority. The university's obligation pursuant to the note is a general obligation. The authority issued the bonds and loaned the proceeds to IIT. The authority pledges and assigns its interest and rights in the IIT loan agreement and note to the trustee. IIT makes payments directly to the trustee in an amount sufficient for debt service. A cash-funded debt service reserve provides additional bondholder security. KEY RATING DRIVERS IMPROVED FINANCIAL POSITION: Recent improvement in IIT's structural balance and liquidity position drive the rating upgrade. Operating margins turned slightly negative in fiscal 2014, after two years of more favorable results. However, continued tuition revenue growth and a lessening reliance on endowment fund draws are indicative of a strengthened financial position. Improved available funds ratios compare favorably to similarly-rated institutions. MANAGEABLE DEBT BURDEN: Stronger financial operations have enabled IIT to produce pro forma maximum annual debt service (MADS) coverage averaging 1.6x over the past three fiscal years, including 1.3x in fiscal 2014. Moreover, its debt burden remains manageable, with MADS consuming a moderate 6.1% of fiscal 2014 unrestricted operating revenues. IMPROVING FINANCIAL CUSHION: Improved operations and favorable investment returns have benefitted IIT's available funds ratios. Available funds equaled 25.7% and 32.8% of fiscal 2014 unrestricted operating expenses and total long-term debt, respectively. Both ratios, while still weak, are more than 3x improved since fiscal 2012. MIXED STUDENT DEMAND: Overall stable enrollment is composed of healthy undergraduate growth and declining graduate trends, particularly law, which Fitch notes is consistent with national trends. Freshman retention ratios are strong. RATING SENSITIVITIES SUSTAINED OPERATING IMPROVEMENT: Sustained improvement in IIT's operating performance, evidenced by positive operating margins driven by enrollment growth, could lead to additional positive rating action. Continued improvements in liquidity metrics would provide positive momentum. STRUCTURAL IMBALANCE: A trend of negative operating margins, or a return to outsized reliance on endowment fund draws, could lead to negative rating action. CREDIT PROFILE IIT is a private, technical engineering institute established in 1940. The university operates five campuses in the Chicago metropolitan area with its main campus located four miles south of downtown Chicago. IIT's board of trustees unanimously appointed Mr. Alan Cramb, the current provost and senior vice president for academic affairs, as president effective Aug. 1, 2015. The board noted Mr. Cramb's contributions to IIT's increased undergraduate enrollment growth and improved financial position in making the selection. In a positive indication of its improved operating position, the university has met its financial responsibility standards pursuant to the U.S. Department of Education's (USDE) Student Financial Assistance programs. IIT had been on provisional status with the USDE, as of Fitch's prior rating in February 2014. IIT has met USDE financial thresholds in three of the past four years, including in fiscal 2014. IMPROVING FINANCIAL OPERATIONS IIT's operating position shows continued improvements. Operating margins have averaged breakeven since fiscal 2012, including a slight negative turn in fiscal 2014 to -1.5%. This follows six consecutive years of negative margins from fiscal 2006-2011. Moreover, excess endowment fund draws above its stated policy averaging more than $15 million annually during the prior period were more than one-third higher than the most recent three-year average. In effect, IIT has produced more stable operating results since fiscal 2012 while returning to its customary 5% endowment fund spending policy. Management's multi-year financial turnaround plan focusing on various revenue enhancement and cost containment initiatives drives recent operating stability. Average annual operating revenue growth (5.2%) has outpaced operating expenses (2.3%) since fiscal 2010. Similar to many other private institutions, IIT's largest revenue source is student-generated revenue (60.2% of fiscal 2014 operating revenues), although grant and contract revenues provide significantly more revenue diversity than comparably-rated institutions. Interim fiscal 2015 operating results through November 2014 ($22.1 million, net of depreciation expense), are ahead of the same period the prior year ($21.1 million), suggesting another year of near breakeven results. Consistently positive operating results would underscore the university's improved financial position. OVERALL FLAT ENROLLMENT Flat overall enrollment trends since fiscal 2010 potentially limit the rate of improvement in IIT's operating margin. Total enrollment increased by 3.3% during the period to 7,318. More broad, steady enrollment gains could ultimately contribute to stronger operating margins. Healthy undergraduate growth totaling 13.5% since fiscal 2010 to 3,004 offsets slightly negative overall graduate enrollment (-2.8%), largely driven by a declining number of law school students that is consistent with national trends. IIT's law students represent approximately 11% of the total. Incoming student admissions examination scores compare favorably with state and national averages. Average ACT scores (28) are seven points above the national average. Additionally, high freshman retention ratios averaging 92% since fiscal 2010 show little variation. IMPROVING FINANCIAL CUSHION Available funds provide IIT with a modest financial cushion. However, related ratios have improved greatly since fiscal 2012 and now compare favorably with similarly-rated institutions. The ratios of available funds to unrestricted operating expenses and long-term debt have improved to 25.7% and 32.8%, respectively, from 6.2% and 7.1% in the two-year period. Of note, IIT does not budget to cover depreciation and any significant capital needs could cause greater year-to-year volatility in available funds ratios, to the extent the university cash funds related projects. IIT's $250 million fundraising campaign is on target, according to management. The university has raised approximately $180 million of the goal, approximately two-thirds of which has been collected. A portion of campaign proceeds are expected to augment IIT's endowment, as well as fund certain capital projects. MANAGEABLE DEBT BURDEN IIT's direct debt burden remains manageable. MADS of approximately $16.2 million (fiscal 2024) consumes a moderate 6.1% of fiscal 2014 unrestricted operating revenues, down from 7.2% in fiscal 2010. Annual debt service and MADS coverage ratios softened in fiscal 2014 to 1.24x and 1.29x, respectively, from an average of more than 2x and 1.65x annually the prior three years. However, available funds ratios continued to improve, as noted. IIT's research affiliate, IITRI, has a $10.4 million private placement with a local bank. The obligation is non-recourse to the university. However, the debt is reported in IIT's consolidated audit and included in Fitch's ratios. A non-recourse student housing obligation is an additional consideration of Fitch's analysis, though not directly incorporated into IIT's debt ratios. Available funds ratios would fall to 29.1% from 32.8% of total long-term debt, including the obligation ($27 million). IIT services the facility and commits to leasing unoccupied beds sufficient for the related entity to produce 1.0x debt service coverage. However, IIT has not had to lease any beds since fiscal 2007, which provides some comfort. In addition, related debt service coverage ratios are near 5x, per management. An LOC currently through March 31, 2016 secures the obligation. IIT's lack of additional financing plans should help maintain a manageable debt burden. However, management is contemplating renovating two unoccupied buildings for future use, contingent upon undergraduate enrollment growth. The facilities could add 400-450 beds to the approximately 1,800 existing. The structure of any such obligation will influence how Fitch evaluates IIT's debt ratios in future rating reviews. IMAGEWARE SYSTEMS: Offering $12MM Convertible Preferred Stock ------------------------------------------------------------- ImageWare Systems, Inc., has agreed to issue 12,000 shares of its Series E Convertible Preferred Stock to certain investors at a price of $1,000 per share, with each share convertible into 526.32 shares of its Common Stock at $1.90 per share. Approximately 2,000 shares will be issued in consideration for the exchange by ImageWare's largest shareholder and a director of certain indebtedness of ImageWare totaling approximately $2 million. The offering is anticipated to close on or before Feb. 4, 2015, and result in gross proceeds to ImageWare of approximately $10 million. The shares were offered in a registered direct offering conducted without an underwriter or placement agent. The net proceeds from the closings, after deducting estimated offering expenses, will be approximately $9.925 million. ImageWare currently intends to use the proceeds from the offering for research and development, working capital, repayment of certain indebtedness and other general corporate purposes. Upon consummation of the offering, ImageWare will have no debt. 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. IMH FINANCIAL: Restructures its Corporate Debt ---------------------------------------------- IMH Financial Corporation has restructured its corporate debt which will significantly enhance the Company's financial position. On Jan. 23, 2015, Calmwater Capital 3, LLC, provided new debt instruments to IMHFC in the aggregate principal amount of $78.8 million for the purposes of refinancing the Company's $36 million senior secured loan with NWRA Ventures I, LLC, and a $24.8 million loan with First Credit Bank to two of the Company's affiliates, as well as to provide working capital for certain development activities and operational costs. "This new debt structure is a crucial step towards the future success of the company," said Lawrence D. Bain, Chairman and CEO of IMHFC. "This represents the completion of the payoff on the New World financing of 2011. The refinancing will materially reduce our interest expenses, as well as provide the capital required to fund the balance of our equity commitment of $11.8 million for our new construction in Apple Valley, Minnesota. This refinancing closes another chapter of the IMH legacy matters and helps to position IMH for future growth." The general terms of the respective loans are as follows (i) The first loan is a $50 million non-recourse loan secured by first liens on the Company's two operating hotel properties located in Sedona, Arizona. L'Auberge de Sedona is a AAA Four Diamond luxury inn and spa with an extraordinary and unique location along the banks of on Oak Creek in Sedona, Arizona. L'Auberge is considered to be one of the most beautiful hotels in the world, and has received countless awards and accolades from hospitality organizations and media. The Orchards Inn is an adjacent hotel with stunning views of Sedona's world famous red rocks, located within steps of shopping and activities. The Sedona Loan requires interest-only payments beginning on March 1, 2015, with a rate of 6.75% per annum plus the greater of (a) LIBOR or (b) 0.50% per annum. The Sedona Loan has a maturity date of Feb. 1, 2018, with an option to extend for two 12-month periods. The Sedona Loan is subject to a non-recourse carve- out guaranty by the Company which also includes a guarantee of completion of certain capital improvements at the Company's hotel properties. The Company is permitted to make optional prepayments at any time, subject to a yield maintenance prepayment fee if the prepayment is made prior to Feb. 1, 2016, and a .50% prepayment premium if paid prior to Feb. 1, 2017, and other conditions set forth in the loan agreement. (ii) The second loan is a $24.4 million non-recourse loan secured by first liens on certain IMHFC real estate assets as well as pledges of interests held by Company affiliates. Asset Loan 1 requires interest-only payments beginning on March 1, 2015, with an interest rate of 8.5% per annum plus the greater of (a) LIBOR or (b) 0.50% per annum. Asset Loan 1 has a maturity date of Feb. 1, 2017, with an option to extend for one 12-month period. Asset Loan 1 is subject to a non-recourse carve-out guaranty by the Company which also includes a guarantee of completion of certain entitlement work related to a certain IMFC real estate asset. The Company is permitted to make optional prepayments at any time, subject to a variable yield maintenance prepayment premium if the prepayment is made prior to Nov. 1, 2015, and other conditions. (iii) The third loan is a $4.4 million non-recourse loan secured by first liens on certain IMHFC real estate assets as well as pledges of interests held by Company affiliates. Asset Loan 2 requires interest-only payments beginning on March 1, 2015, with an interest rate of 8.5% per annum plus the greater of (a) LIBOR or (b) 0.50% per annum. Asset Loan 2 has a maturity date of Feb. 1, 2017, with an option to extend for one 12-month period. Asset Loan 2 is subject to a non-recourse carve-out guaranty by the Company which also includes a guarantee of the completion of construction and entitlement work related to certain IMHFC real estate assets. The Company is permitted to make optional prepayments at any time, subject to a variable yield maintenance prepayment premium if the prepayment is made prior to Nov. 1, 2015, and other conditions. About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. IMH Financial reported a net loss of $26.2 million in 2013, a net loss of $32.2 million in 2012 and a net loss of $35.2 million in 2011. As of Sept. 30, 2014, the Company had $199 million in total assets, $97.6 million in total liabilities, $26.8 million in redeemable convertible preferred stock, and $75.1 million in total stockholders' equity. INERGETICS INC: Israelian Reports 9.9% Stake as of Dec. 31 ---------------------------------------------------------- John Israelian and Seahorse Enterprises LLC disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, they beneficially owned 16,309,527 shares of common stock of Inergetics, Inc., representing 9.99 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/ez3mZl About Inergetics Inc. Paramus, N.J.-based Inergetics, Inc., formerly Millennium Biotechnologies Group, Inc., is a holding company for its subsidiary Millennium Biotechnologies, Inc. Millennium is a research based bio-nutraceutical corporation involved in the field of nutritional science. Millennium's principal source of revenue is from sales of its nutraceutical supplements, Resurgex Select(R) and Resurgex Essential(TM) and Resurgex Essential Plus(TM) which serve as a nutritional support for immuno-compromised individuals undergoing medical treatment for chronic debilitating diseases. Millennium has developed Surgex for the sport nutritional market. The Company's efforts going forward will focus on sales of Surgex in powder, bar and ready to drink forms. Inergetics reported a net loss applicable to common shareholders of $5.74 million in 2013 following a net loss applicable to common shareholders of $5.45 million in 2012. As of Sept. 30, 2014, the Company had $2.16 million in total assets, $15.8 million in total liabilities, $8.95 million in preferred stock, and a $22.6 million total stockholders' deficit. ITUS CORP: Incurs $9.6 Million Net Loss in Fiscal 2014 ------------------------------------------------------ Itus Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $9.60 million on $3.66 million of total revenue for the year ended Oct. 31, 2014, compared to a net loss of $10.08 million on $388,850 of total revenue for the year ended Oct. 31, 2013. The Company previously reported a net loss of $4.25 million for the year ended Oct. 31, 2012, and a net loss of $7.37 million for the year ended Oct. 31, 2011. As of Oct. 31, 2014, the Company had $9.05 million in total assets, $5.04 million in total liabilities and $4 million in total shareholders' equity. A full-text copy of the Form 10-K is available for free at: http://is.gd/j5yik5 About ITUS Corporation ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires patented technologies for the purposes of patent monetization and patent assertion. The company currently has 10 patent portfolios in the areas of Key Based Web Conferencing Encryption, Encrypted Cellular Communications, E-Paper(R) Electrophoretic Display, Nano Field Emission Display ("nFED"), Micro Electro Mechanical Systems Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window Frame Construction, VPN Multicast Communications, Internet Telephonic Gateway, and Enhanced Auction Technologies. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. IZEA INC: Austin Marxe No Longer a Shareholder as of Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Austin W. Marxe, David M. Greenhouse and Adam C. Stettner disclosed that as of Dec. 31, 2014, they ceased to beneficially own any shares of common stock of Izea Inc. The reporting persons previously held 21,714,288 common shares of Izea Inc. representing 19.99 percent equity stake at Feb. 28, 2014. A copy of the regulatory filing is available at http://is.gd/FZyJEd About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., considers itself the world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. IZEA reported a net loss of $3.32 million on $6.62 million of revenue for the 12 months ended Dec. 31, 2013, as compared with a net loss of $4.67 million on $4.95 million of revenue during 2012, and a net loss of $3.98 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $10.8 million in total assets, $7.80 million in total liabilities and $2.99 million in total stockholders' equity. IZEA INC: AWM Investment Reports 20% Stake as of Dec. 31 -------------------------------------------------------- AWM Investment Company, Inc., disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 21,714,288 shares of common stock of Izea Inc. representing 19.99 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/yKnBr6 About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., considers itself the world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. IZEA reported a net loss of $3.32 million on $6.62 million of revenue for the 12 months ended Dec. 31, 2013, as compared with a net loss of $4.67 million on $4.95 million of revenue during 2012, and a net loss of $3.98 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $10.8 million in total assets, $7.80 million in total liabilities and $2.99 million in total stockholders' equity. IZEA INC: Extends COO's Employment Until 2017 --------------------------------------------- IZEA, Inc., on Jan. 25, 2015, entered into an amended and restated executive employment agreement with Ryan S. Schram to serve as the Company's chief operating officer through Dec. 31, 2017, subject to renewal, in consideration for an annual base salary of $240,000 (representing a $10,000 increase from his original employment agreement), according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Schram will also be eligible to receive an annual bonus in the form of cash and stock options based on meeting certain key performance indicators set forth in his amended employment agreement, as well as an annual override cash bonus based on the Company's gross revenue and annual stock option grants. If Mr. Schram is terminated for any reason other than death, disability or cause, or if he resigns for good reason (as those terms are defined in his amended employment agreement), Mr. Schram will be entitled to severance of six months' current salary and bonus and override bonus as in effect on the date of termination. A change of control, under which Mr. Schram fails to retain his responsibilities, will be deemed to constitute good reason under his amended employment agreement. Meanwhile, on Jan. 23, 2015, the Company filed a Certificate of Withdrawal of Certificate of Designation to eliminate the authorization of its series A convertible preferred stock, which shares had been fully converted and are no longer outstanding. As a result of the filing, those previously authorized shares of series A preferred stock return to being authorized, unissued and undesignated shares of preferred stock. About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., considers itself the world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. IZEA reported a net loss of $3.32 million on $6.62 million of revenue for the 12 months ended Dec. 31, 2013, as compared with a net loss of $4.67 million on $4.95 million of revenue during 2012, and a net loss of $3.98 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $10.8 million in total assets, $7.80 million in total liabilities and $2.99 million in total stockholders' equity. IZEA INC: To Acquire Ebyline ---------------------------- IZEA, Inc., has signed a definitive agreement to acquire Ebyline, Inc., in a stock purchase. Ebyline is the premier marketplace for the creation of high-quality content for publishers and brands. The acquisition expands IZEA's services by offering clients a content marketing solution for the production of blog posts, photos, videos and infographics independent of social media distribution. Based in Los Angeles, California, Ebyline operates an online marketplace that enables publishers to access a network of more than 12,000 content creators ranging from writers to illustrators in 73 countries. The Ebyline network includes more than 2,000 fully vetted journalism professionals with backgrounds at media outlets including The New York Times, The Wall Street Journal, Wired and ESPN. This network will augment IZEA's own network of more than 250,000 influential social media creators ranging from celebrities and athletes to mommy bloggers and YouTube stars. Venerable media organizations such as Tribune, Forbes and The Associated Press use Ebyline to manage their entire customer content creation processes - from creator selection through electronic payment. Ebyline was backed by The E.W. Scripps Company, which owns an expanding portfolio of digital and traditional media brands. In addition to publishers, Ebyline customers include brands such as Microsoft, Levi's and Allstate that use its custom-branded content for their owned and operated sites as well as for third-party content marketing and native advertising. Ebyline has been used by publishers and brands to manage more than 200,000 content projects. "Content marketing is a $44 billion industry and one that we already play a roll in via our Sponsored Social offering. The acquisition of Ebyline enables us to create an entirely new revenue stream by matching journalism-level content creators with brands and publishers, outside of social media distribution," said Ted Murphy, CEO of IZEA. "We can now partner with our brand clients to generate content for their own blogs, social posts and native advertising campaigns. In addition, this acquisition opens up partnership opportunities with Ebyline's existing publishing and media partners to join the IZEA Exchange and monetize their social feeds." IZEA and Ebyline will immediately begin a phased integration of their respective product offerings, teams, creator communities and other assets. IZEA will transition Ebyline's patent pending technology and workflow into the IZEA Exchange throughout 2015. Ebyline Co-founders Bill Momary and Allen Narcisse will assume executive positions on the IZEA Leadership Team. The company now employs over 100 full time members in five locations. Earlier this week IZEA pre-announced 40% year over year organic bookings growth for the fourth quarter ended Dec. 31, 2014. IZEA booked a record $2.7 million during the quarter. The combined entity is expected to achieve bookings growth in excess of 175% in 2015, reaching $25 million or more by year end. "The IZEA acquisition enhances our ability to connect publishers and brands with content creators at scale," said Bill Momary, Co-founder and chief executive officer of Ebyline Inc. "Together, we offer the highest-quality content creation with distribution to an aggregate 2.6 billion fans and followers via social media channels such as Facebook, Twitter, YouTube and Instagram." Under the Stock Purchase Agreement, IZEA agreed to acquire all of the issued and outstanding shares of capital stock of Ebyline, for an aggregate purchase price consisting of: (a) a cash payment in the amount of $1,200,000 at closing; (b) such number of shares of IZEA's common stock valued at $250,000 (determined based on the 30-trading day trailing average closing price per share prior to the payment date) six months after the closing; (c) two annual payments totaling $1,900,000, payable (at IZEA's option) in a combination of cash and shares of IZEA's common stock (determined based on the 30-day trailing average closing price per share prior to the respective payment date), in two equal installments of $950,000 on the first and second anniversaries of the closing date (subject, however, to proportional reduction in the event Ebyline's final 2014 revenue is below $8,000,000); and (d) performance payments of up to $5,600,000, or $1,800,000 for each of fiscal year 2015, 2016 and 2017, based upon Ebyline achieving targeted "content-only revenue" amounts of $17,000,000 in 2015, $27,000,000 in 2016 and $32,000,000 in 2017 (with proportional payment adjustments if at least 90% of such amounts are met), and subject to the continued employment by IZEA of one of William Momary Jr., Ebyline's Chief Executive Officer, and Allen Narcisse, Ebyline's Chief Financial Officer, payable (at IZEA's option) in a combination of cash and shares of IZEA's common stock (determined based on the 30-day trailing average closing price per share prior to the respective payment date). A full-text copy of the Stock Purchase Agreement is available at: http://is.gd/KTY2ZE About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., considers itself the world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. IZEA reported a net loss of $3.32 million on $6.62 million of revenue for the 12 months ended Dec. 31, 2013, as compared with a net loss of $4.67 million on $4.95 million of revenue during 2012, and a net loss of $3.98 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $10.8 million in total assets, $7.80 million in total liabilities and $2.99 million in total stockholders' equity. JB VEGA: Ch. 11 Case Dismissed; Refiling Barred for 6 Months ------------------------------------------------------------ U.S. Bankruptcy Judge Craig A. Gargotta dismissed the Chapter 11 case of debtor JB Vega Corporation, and barred the Debtor from filing bankruptcy under any chapter of the bankruptcy code for six months from Jan. 23, 2015. The U.S. Internal Revenue Service requested for the dismissal of the Debtor's case on Jan. 13, 2015. The motion was joined by Bexar County; Adam C. Cortez; and McFadin Family Limited Partnership. As reported in the Troubled Company Reporter on Jan. 19, 2015, the IRS, in its motion, stated that 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 alleged 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 sought 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 asked 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. About JB Vega Corporation 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. JEFFREY PROSSER: Faulty Bribery Allegations Lead to Sanctions ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals for the Third Circuit reinstated a six-figure sanction against lawyers for a bankrupt individual for taking a "relatively unremarkable event" and making allegations about a vast bribery scheme. According to the report, a Chapter 7 trustee sued to bar a bankrupt person's discharge. Lawyers for the bankrupt filed multiple papers and press releases saying there was a vast bribery scheme because the trustee was paying attorney fees for a witness in the discharge trial, the report related. The bankruptcy judge ruled there was no misconduct and assessed $137,000 in sanctions against the bankrupt’s lawyers for vexatiously multiplying litigation under Section 1927 of the Judiciary Code, the report said. The district court set aside the sanctions, but U.S. Circuit Judge Patty Schwartz in Philadelphia reinstated them on Jan. 26, saying the district court "substituted its view of the facts, rather than reviewing whether the bankruptcy court's factual findings were unsupported," the report added. The case is Prosser v. Gerber (In re Prosser), 14-1633, U.S. Court of Appeals for the Third Circuit (Philadelphia). KCG HOLDINGS: Moody's Affirms 'B1' CFR & Senior Secured Rating -------------------------------------------------------------- Moody's affirmed the B1 Corporate Family Rating, the B1 senior secured rating, and maintained its positive outlook of KCG Holdings, Inc. following the announcement of the sale of its HotSpot foreign exchange execution venue for $365 million in cash consideration and up to $70 million in future tax benefits to BATS Global Markets Inc. The sale is expected to close in the second quarter of 2015. Ratings Rationale Moody's views the sale as credit-neutral to KCG and this drove the rating affirmation. The cash proceeds of the sale will increase KCG's overall financial flexibility and boost its tangible common equity; however KCG will lose an incremental source of earnings diversification, leaving the firm more reliant on its market-making businesses. The potential for upgrade (as reflected by the positive outlook) depends on two principal factors. The first factor is KCG's ability to adapt and diversify its business model, either organically or through acquisitions, to weather periods of tepid trading volumes and low market volatility while maintaining the competitiveness of its trading technology. The second factor is management's financial policy regarding the priority of shareholder distributions and use of leverage, including the deployment of the Hotspot proceeds. KCG is a US-based brokerage firm that engages in electronic trading and market-making and operates various trade execution venues. The principal methodology used in these ratings was Global Securities Industry Methodology published in May 2013. KEMET CORP: BlackRock Reports 6.3% Stake as of Dec. 31 ------------------------------------------------------ BlackRock, Inc., disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 2,856,289 shares of common stock of KEMET Corp. representing 6.3 percent of the shares outstanding. A full-text copy of the regulatory filing is available at http://is.gd/0uOzpn 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. KEMET CORP: Reports $2.9 Million Net Income for Fiscal Q3 --------------------------------------------------------- KEMET Corporation reported net income of $2.91 million on $201.3 million of net sales for the quarter ended Dec. 31, 2014, compared with a net loss of $5.82 million on $207.3 million of net sales for the same period in 2013. As of Dec. 31, 2014, the Company had $800 million in assets, $584 million in liabilities and $216 million in total stockholders' equity. "We believe that this quarter was exceptional in many respects. Despite currency headwinds and inventory adjustments by our distribution partners we delivered increased overall operating margins that enabled us to post solid bottom line financial performance for the quarter," stated Per Loof, KEMET's chief executive officer. "We will remain focused on continuing to improve parts of the business that have not yet met our performance standards while at the same time preserving our improvements in supply chain integration and cost improvements to continue to deliver increased shareholder value," continued Loof. A full-text copy of the press release is available at: http://is.gd/7Ez6hE 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." * * * 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. KEMET CORP: Tocqueville Reports 8.8% Stake as of Dec. 31 -------------------------------------------------------- Tocqueville Asset Management L.P. disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 4,014,700 shares of common stock of KEMET Corp. representing 8.84 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/oTIGEt 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. KIOR INC: Feb. 19 Hearing on MDA' Bid for Conversion/Dismissal -------------------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing on Feb. 19, 2015, at 10:00 a.m., to consider Mississippi Development Authority's motion to convert the Chapter 11 case of Kior, Inc., to one under Chapter 7 of the Bankruptcy Code, or dismiss the case. As reported in the TCR on Jan. 16, 2015, the Debtor, and the companies led by its lender, Vinod Khosla, are asking the Court to deny the Authority's motion. The Debtor avers that the sole motivation of the state of Mississippi, through the MDA, is to destroy any going concern value for the Debtor by terminating the employment of more than 70 people in Houston, Texas, destroying valuable business relationships and transactions, and forcing the abandonment of promising bio-fuel, alternative energy technology that can deliver real hydrocarbon transportation fuels from cellulosic feedstock. The Authority, Kior's largest unsecured creditor, says the case should be either converted or dismissed on ground that the company has no revenues, huge past and ongoing losses, relatively few tangible assets, technology that doesn't work, and no viable business or business plan. Meanwhile, the Khosla Parties have asked a judge in Lowndes County Chancery Court to appoint a receiver for Kior's Columbus plant, which isn't in bankruptcy, saying that a receiver is needed to protect the interests of all creditors and that the plant can't pay the $271,872 in property taxes due Feb. 1, the Associated Press reported. The Khosla Parties also accused the MDA of scaring off a potential buyer About Kior Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.3 million in assets and $261 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15 million in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. KIOR INC: Gets Final Approval to Incur $15M DIP Financing --------------------------------------------------------- The Bankruptcy Court entered a final order authorizing Kior, Inc. to obtain postpetition financing in an aggregate principal amount not to exceed $15,000,000 from Pasadena Investments, LLC; and use cash collateral. Pasadena Investments, as administrative agent for a consortium of lenders consented to the relief until termination event which includes, among other things, failure to timely comply with any of the transaction process milestones: -- March 17, 2015 deadline for entry of the confirmation order; -- March 31, 2015 deadline for the effective date of a chapter 11 plan. The Court also overruled the objections filed against the motion. The DIP Loan accrues interest at 7.50%. The DIP facility will mature in six months. As of the Petition Date, the following amounts are outstanding under the Debtor's prepetition loan obligations: -- approximately $16,273,500 in principal under the Prepetition First Lien Obligations; -- approximately $95,700,000 under the 2013 Second Lien Obligations; -- approximately $10,400,000 under the 2014 Second Lien Note Documents; and -- approximately $115,000,000 under the Prepetition Third Lien Obligations. About Kior Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.3 million in assets and $261 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15 million in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. KIOR INC: Gets Final Loan, Plan Outline Hearing Set for Feb. 12 --------------------------------------------------------------- Bill Rochelle, bankruptcy columnist for Bloomberg News, reported that Kior Inc. received final authority to obtain $15 million in secured postpetition loan and will come back in court on Feb. 12 for the approval of the disclosure statement explaining its reorganization plan. According to the report, the Mississippi Development Authority, which is Kior's chief opponent so far, has arranged a hearing for Feb. 19 to seek permission to sue secured lenders. The state will also seek dismissal of the reorganization or conversion to liquidation in Chapter 7, the report related. About Kior Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.3 million in assets and $261 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15 million in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. LEHMAN BROTHERS: Trustee Seeks to Disburse Another $2.2-Bil. ------------------------------------------------------------ Patrick Fitzgerald, writing for The Wall Street Journal, reported that James W. Giddens, the official winding down Lehman Brothers Holdings Inc.'s brokerage business, said he plans to return another $2.2 billion in cash to former employees and other creditors, more than six years after the investment bank's collapse. According to the report, combined with the $3.7 billion Mr. Giddens has already paid, the brokerage's creditors will have recovered about 27 cents on the dollar. 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: Signs $500 Million Indenture with Bank of New York ----------------------------------------------------------- Level 3 Communications, Inc., and its wholly owned subsidiary, Level 3 Financing, Inc., entered into an indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, in connection with Level 3 Financing's issuance of $500,000,000 aggregate principal amount of its 5.625% Senior Notes due 2023. The net proceeds from the offering of the 5.625% Senior Notes, together with cash on hand, will be used to redeem all of Level 3 Financing's approximately $500 million outstanding aggregate principal amount of 9.375% Senior Notes due 2019, including accrued interest, applicable premiums and expenses. The 5.625% Senior Notes are senior unsecured obligations of Level 3 Financing, ranking equal in right of payment with all other senior unsecured obligations of Level 3 Financing. Level 3 has guaranteed the 5.625% Senior Notes on an unsecured basis. The 5.625% Senior Notes will mature on Feb. 1, 2023. Interest on the 5.625% Senior Notes will be payable on June 15 and Dec. 15 of each year, beginning on June 15, 2015. The 5.625% Senior Notes will be subject to redemption at the option of Level 3 Financing, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days' prior notice, (i) prior to Feb. 1, 2018, at 100% of the principal amount of 5.625% Senior Notes so redeemed plus (A) the applicable make-whole premium set forth in the Indenture, as of the redemption date and (B) accrued and unpaid interest thereon (if any) up to, but not including, the redemption date, and (ii) on and after Feb. 1, 2018, at the redemption prices set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date. The redemption price for the 5.625% Senior Notes if redeemed during the twelve months beginning (i) Feb. 1, 2018, is 102.8125%, (ii) Feb. 1, 2019 is 101.4063% and (iii) Feb. 1, 2020, and thereafter is 100.0000%. At any time or from time to time on or prior to Feb. 1, 2018, Level 3 Financing may redeem up to 40% of the original aggregate principal amount of the 5.625% Senior Notes at a redemption price equal to 105.6250% of the principal amount of the 5.625% Senior Notes so redeemed, plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date, with the net cash proceeds contributed to the capital of Level 3 Financing from one or more private placements of Level 3 to persons other than affiliates of Level 3 or underwritten public offerings of common stock of Level 3 resulting, in each case, in gross proceeds of at least $100 million in the aggregate. However, at least 60% of the original aggregate principal amount of the 5.625% Senior Notes must remain outstanding immediately after giving effect to such redemption. Any such redemption will be made within 90 days following that private placement or public offering upon not less than 30 nor more than 60 days' prior notice. The offering of the 5.625% Senior Notes was not registered under the Securities Act of 1933, as amended, and the 5.625% Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The 5.625% Senior Notes were sold 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. On Jan. 29, 2015, Level 3, Level 3 Financing and the initial purchasers of the 5.625% Senior Notes entered into a registration rights agreement regarding the 5.625% Senior Notes pursuant to which Level 3 and Level 3 Financing agreed, among other things, to file an exchange offer registration statement with the Securities and Exchange Commission. 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, $12.3 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. LORILLARD INC: Shareholders Approve Combination with Reynold ------------------------------------------------------------ Lorillard, Inc., announced that at a special meeting of shareholders held on Jan. 28, 2015, the Company's shareholders voted overwhelmingly to approve the proposal regarding Lorillard's combination with Reynolds American Inc. The final results indicate that more than 98% of the shares voting at the special meeting voted in favor of the proposal, representing approximately 80% of all outstanding shares. "I want to thank our shareholders for their continued support of this transaction, which will not only deliver significant value to Lorillard shareholders, but will also benefit our customers, consumers and employees," said Murray Kessler, Lorillard's chairman, president and chief executive officer. As previously announced on July 15, 2014, Lorillard's Board of Directors approved a definitive agreement with RAI in which Lorillard shareholders will receive, for each Lorillard share, $50.50 in cash and 0.2909 of a share in RAI at closing. The transaction remains subject to regulatory approval and the additional customary closing conditions contained in the merger agreement. Although no assurance can be given if and when the transaction will be completed because it remains subject to regulatory approval and other customary closing conditions, the transaction is expected to close in the first half of 2015. About Lorillard Lorillard, Inc. is the manufacturer of cigarettes in the United States. Its Newport is a menthol flavored premium cigarette brand. In addition to the Newport brand, its product line has four additional brand families marketed under the Kent, True, Maverick and Old Gold brand names. The Company's balance sheet at Sept. 30, 2014, showed $3.27 billion in total assets, $5.43 billion in total liabilities, and a stockholders' deficit of $2.15 billion. MABLETON LLC: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Mableton, LLC 101 A Smithfield Drive Rincon, GA 31326 Case No.: 15-40124 Chapter 11 Petition Date: January 29, 2015 Court: United States Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: H. Lehman Franklin, Jr., Esq. H. LEHMAN FRANKLIN, PC P. O. Box 1064 Statesboro, GA 30459 Tel: 912-764-9616 Fax: 912-764-8789 Email: hlfpcbankruptcy@hotmail.com Total Assets: $1.66 million Total Liabilities: $3.47 million The petition was signed by Edward A. Coleman, member. A list of the Debtor's 15 largest unsecured creditors is available for free at http://bankrupt.com/misc/gasb15-40124.pdf MAGNESIUM CORP: Rennert to Testify in Bankruptcy Trial ------------------------------------------------------ Peg Brickley, writing for Daily Bankruptcy Review, reported that billionaire Ira Rennert is slated to take the witness stand next week in federal court in Manhattan, summoned by a bankruptcy trustee who's seeking as much as $600 million for creditors of Magnesium Corp., a failed magnesium mining operation. According to the report, Mr. Rennert will face questioning before a jury about his involvement in transactions that drained more than $100 million out of an allegedly ailing business, MagCorp, which landed in bankruptcy in 2001. Magnesium Corporation of America, a unit of Renco Group Inc., was the largest single producer of magnesium in the United States. The Company filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 01-14312) on Aug. 2, 2001. The Debtors sold substantially all of their assets to U.S. Magnesium, LLC, in a Sec. 363 asset sale transaction. Judge Robert Gerber ordered the case converted to a chapter 7 liquidation on Sept. 24, 2003. When the Company filed for Chapter 11 protection from its creditors, it listed debts and assets of more than $100 million. MAJESCO ENTERTAINMENT: EisnerAmper Expresses Going Concern Doubt ---------------------------------------------------------------- Majesco Entertainment Company filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended Oct. 31, 2014. EisnerAmper LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has suffered losses. The Company reported a net loss of $16.2 million on $34.4 million of net revenues for the fiscal year ended Oct. 31, 2014, compared with a net loss of $12.6 million on $47.3 million of net revenues in the prior year. The Company's balance sheet at Oct. 31, 2014, showed $11.5 million in total assets, $5.9 million in total liabilities and total stockholders' equity of $5.55 million. A copy of the Form 10-K is available at: http://is.gd/SmtdWy Majesco Entertainment Co. -- http://www.majescoentertainment.com/ -- is a provider of video games for the mass market. Building on 20 years of operating history, Majesco is focused on developing and publishing a wide range of casual and family oriented video games on leading console and portable systems. Product highlights include Cooking Mama TM and Cake Mania(R)2 for Nintendo DS TM and Cooking Mama World Kitchen and Jillian Michaels' Fitness Ultimatum 2009 for Wii TM Majesco's shares are traded on the Nasdaq Stock Market under the symbol: COOL. Majesco is headquartered in Edison, NJ and has an international office in Bristol, UK. The Company reported a net loss of $2.73 million on $2.91 million of net revenues for the three months ended July 31, 2014, compared with a net loss of $3.64 million on $3.99 million of net revenues for the same period last year. The Company's balance sheet at July 31, 2014, showed $18.08 million in total assets, $7.82 million in total liabilities and stockholders' equity of $10.3 million. MARION ENERGY: Hires Riviera-Ensley as Brokers & Sales Consultants ------------------------------------------------------------------ Marion Energy Inc. seeks permission from the U.S. Bankruptcy Court for the District of Utah to employ Riviera-Ensley Energy Advisors as brokers and sales consultants. In the Engagement Agreement, the Debtor grants Riviera-Ensley an exclusive right to market and sell the Debtor's Clear Creek Field and associated assets. In connection with and as part of the marketing and sales process, Riviera-Ensley will: (a) at the request of Marion, secure confidentiality agreements From all potential purchasers of the Property prior to sending them marketing materials. Riviera-Ensley will screen prospective buyers to ensure their capability and resources to close; (b) provide its advisory and consulting expertise in preparing marketing materials. Riviera-Ensley will distribute the marketing materials to qualified prospective buyers/investors and will conduct an online data room; (c) administer questions from purchasers, and prepare and coordinate consistent responses; (d) provide its advisory and consulting expertise in confirming and reviewing offers; (e) assist in the negotiation of final agreements; and (f) assist in the preparation of necessary documents and exhibits to effect a sale transaction, including purchase and sale agreement, assignments, transfer orders, letters- in-lieu, consents, notices and other required documents. Subject to this Court's approval, the Debtor will pay Riviera-Ensley a fee of 2.5% of the consideration for the sale of the Property, provided that (i) Riviera-Ensley makes a Viable Sale Determination on or before March 2, 2015, and (ii) a sale of the Property for consideration in excess of $40 million is closed on or before June 1, 2015. In the alternative, if Castlelake, L.P. and TCS II Funding Solutions, LLC -- together, "TCS" -- purchases the Property by credit bid in accordance with the terms of the Stipulation (either following a No Viable Sale Determination by Riviera-Ensley or if the Property is otherwise not sold to a third party for consideration in excess of $40 million on or before June 1, 2015), then TCS will pay Riviera-Ensley a flat fee of $350,000 for its Services -- "Minimum Fee" -- in lieu of the 2.5% Sale Fee described above. In addition to the Sale Fee or the Minimum Fee, the Engagement Agreement provides for Riviera-Ensley to be reimbursed for its costs associated with the Services provided. TCS advanced $10,000 to Riviera-Ensley with respect to such costs at the time the parties entered into the Engagement Agreement. Additional reasonable and customary out of pocket expenses for travel and incidentals in excess of the $10,000 advanced by TCS will be paid by TCS within 30 days of submittal of an expense invoice to it, with all such amounts paid by TCS added to its DIP financing of the Debtor. Art Ensley, managing director of Riviera-Ensley Energy Advisors, 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. Riviera-Ensley can be reached at: Art Ensley RIVIERA-ENSLEY ENERGY ADVISORS 550 Post Oak Blvd, Suite 540 Houston, TX 77027 Tel: (713) 622-7332 E-mail: art@rivieraensley.com About Marion Energy Marion Energy Inc. is a Texas corporation engaged in exploration and production of natural gas in the State of Utah. Marion's core operation is a producing gas field located in Carbon and Emery Counties, Utah (the "Clear Creek Field"). The company also holds smaller, currently unproductive acreage positions in the Helper and Roan Cliffs area near Helper, Utah (the "Helper Field"). Its parent is Australia-based Marion Energy Limited (ASX:MAE). Marion Energy Limited -- http://www.marionenergy.com.au/-- is principally engaged in investment in oil and gas projects and the identification and assessment of new opportunities in the oil and gas industry in Texas, Utah and Oklahoma in the United States of America. Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31, 2014. The Debtor estimated assets and debt of $100 million to $500 million. The Debtor has tapped Parsons Behle & Latimer as attorneys. MARION ENERGY: Hires Traton Engineering as Estate Professionals --------------------------------------------------------------- Marion Energy Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Utah to employ Patrick Merritt and Traton Engineering Associates LP as estate professionals. The Debtor requires Patrick Merritt, P.E. and Traton Engineering Associates, LP -- "TEA" -- to provide the following services: (a) TEA will perform the following work relating to the Clear Creek Field: (i) review and organization of lease files, (ii) preparation of plug and abandonment procedures as required, (iii) maintaining, preserving and operating the Clear Creek Field and related rights, and (iv) any and all other work as directed by Debtor. As part of its authority to operate the Clear Creek Field, TEA shall have the authority to take all steps it reasonably believes necessary from production to sales. TEA shall have the authority to interact with any governmental agencies it reasonably believes necessary to carry out its responsibilities under the Engagement Agreement; (b) TEA will have the authority to direct and supervise all activities at the Clear Creek operation. This will include the day-to-day production workover operations. TEA shall also have the authority to direct and supervise the land and regulatory functions of the operation. TEA will not be responsible for accounting, budgeting and financial functions relating to the Clear Creek Field, but TEA shall have access to all information about those functions which it deems reasonably necessary. TEA shall have the authority to market and sell, by contract or otherwise, on Marion's behalf all products generated from the Utah Clear Creek Field operation; (c) TEA shall have the authority to enter into contracts on Debtor's behalf as necessary to carry out the services required of it in this Agreement, provided that Debtor would otherwise have authority to enter into such contracts in the ordinary course of its business and without being first required to obtain approval from the Bankruptcy Court. In the event the prior approval of the Bankruptcy Court would be needed, then TEA has the authority to enter into contracts on Debtor's behalf as necessary to carry out the services required of it under this Agreement, but such contracts shall be subject to and conditioned upon the approval of the Bankruptcy Court; and (d) Notwithstanding anything herein or in the Engagement Agreement to the contrary, TEA and Merritt shall not have the authority to act as an officer or director of Marion, and TEA shall have no responsibility whatsoever relating to the Helper Field, unless otherwise agreed by TEA in writing. TEA will be paid at these hourly rates: Engineering Services: Senior Engineer $225 Tech I $150 Tech II $90 Clerical $45 Field Consultation: Personnel Charged at hourly rate and capped at $1,750 per day plus 7% insurance surcharge Daylight $1,400 per day plus 7% insurance surcharge 24 Hour $1,750 per day plus 7% insurance surcharge Field travel expenses charged as follows when traveling: Travel Time 75% of Hourly Rate Mileage/Trans. Exp. $1.50 per mile via owned auto or actual travel expense Lodging Invoiced at cost Mobile Phone, Computer, $25 per day Per Diem $50 per day TEA will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick Merritt, president and senior engineer at TEA, 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. TEA can be reached at: Patrick Merritt, P.E. TRATON ENGINEERING ASSOCIATES, LP 1415 North Loop West, Suite 1250 Houston, TX 77008 Tel: (281) 540-0028 About Marion Energy Marion Energy Inc. is a Texas corporation engaged in exploration and production of natural gas in the State of Utah. Marion's core operation is a producing gas field located in Carbon and Emery Counties, Utah (the "Clear Creek Field"). The company also holds smaller, currently unproductive acreage positions in the Helper and Roan Cliffs area near Helper, Utah (the "Helper Field"). Its parent is Australia-based Marion Energy Limited (ASX:MAE). Marion Energy Limited -- http://www.marionenergy.com.au/--is principally engaged in investment in oil and gas projects and the identification and assessment of new opportunities in the oil and gas industry in Texas, Utah and Oklahoma in the United States of America. Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31, 2014. The Debtor estimated assets and debt of $100 million to $500 million. The Debtor has tapped Parsons Behle & Latimer as attorneys. MARION ENERGY: Taps Rocky Mountain as Financial Advisors -------------------------------------------------------- Marion Energy Inc. seeks permission from the U.S. Bankruptcy Court for the District of Utah to employ Gil Miller and Rocky Mountain Advisory, LLC as financial advisors. The Debtor requires Rocky Mountain to perform these services, among others as set forth in the Engagement Agreement: (a) The initial scope of Rocky Mountain's engagement will be limited to (i) assisting the Parties as they may request with the preparation of DIP Budgets pursuant to paragraph II.F. of the Stipulation, (ii) becoming familiar with the DIP Budgets in case Rocky Mountain needs to assume responsibility for preparing DIP Budgets or for Marion's finances, and (iii) helping to resolve any dispute that may arise between the Parties with respect to the DIP Budgets, the DIP Loan, or the Sale Process; (b) If Marion's director Doug Flannery resigns, is terminated, or is incapable of exercising control over Marion's budget and finances at any time or for any reason, then, upon request of either Party, Rocky Mountain will undertake management of Marion's budgets and finances; and (c) In addition, if requested to do so by the Debtor, Rocky Mountain will evaluate term sheets provided to it by Debtor from potential refinancing lenders and, on or before March 2, 2015, express its disinterested professional judgment whether a refinancing of the TCS P&I Claim is more likely than not to close before May 4, 2015. If Rocky Mountain makes such a determination, it will continue to monitor the Debtor's progress towards consummating such a refinancing and will advise the Parties if at any time it no longer believes that such a refinancing can be consummated by May 4, 2015. Rocky Mountain will be paid at these hourly rates: Gil Miller $375 David Bateman $260 John Curtis $260 Matt Connors $260 Managers $225 Senior Associates $200 Associates $190 Paraprofessionals $125 Rocky Mountain will also be reimbursed for reasonable out-of-pocket expenses incurred. Gil A. Miller, senior managing member of Rocky Mountain, 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. Rocky Mountain can be reached at: Gil A. Miller ROCKY MOUNTAIN ADVISORY, LLC 215 South State Street, Suite 550 Salt Lake City, UT 84111 Tel: (801) 428-1602 Fax: (801) 428-1610 E-mail: gmiller@rockymountainadvisory.com About Marion Energy Marion Energy Inc. is a Texas corporation engaged in exploration and production of natural gas in the State of Utah. Marion's core operation is a producing gas field located in Carbon and Emery Counties, Utah (the "Clear Creek Field"). The company also holds smaller, currently unproductive acreage positions in the Helper and Roan Cliffs area near Helper, Utah (the "Helper Field"). Its parent is Australia-based Marion Energy Limited (ASX:MAE). Marion Energy Limited -- http://www.marionenergy.com.au/--is principally engaged in investment in oil and gas projects and the identification and assessment of new opportunities in the oil and gas industry in Texas, Utah and Oklahoma in the United States of America. Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31, 2014. The Debtor estimated assets and debt of $100 million to $500 million. The Debtor has tapped Parsons Behle & Latimer as attorneys. MCCLATCHY CO: BlackRock Has 6.1% of Class A Shares as of Dec. 31 ---------------------------------------------------------------- BlackRock, Inc., disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 3,830,321 shares of Class A common stock of McClatchy Co. representing 6.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at http://is.gd/TDPKe5 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 $18.8 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 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. MICRON TECHNOLOGY: Moody's Rates New Senior Notes Due 2023 'Ba3' ---------------------------------------------------------------- Moody's Investors Service rated Micron Technology, Inc.'s new Senior Notes due 2023 at Ba3. Micron's Ba2 Corporate Family Rating (CFR), the Ba3 rating on its existing senior unsecured notes and the stable outlook are unchanged . Proceeds of the Senior Notes will be used to build Micron's pool of liquidity for retirement of convertible notes and other debt and for general corporate purposes. Assignments: Issuer: Micron Technology, Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba3, LGD4 Ratings Rationale The issuance of the Senior Notes will initially increase debt by about 12%, leading to a modest increase in debt to EBITDA (Moody's adjusted) to slightly more than 1.1x from about 1.0x currently (latest twelve months ended December 4, 2014). Nevertheless, Moody's expects Micron will continue to reduce debt over the next year given Micron's strong free cash flow generation and cash balance ($3.8 billion at December 4, 2014 and $5.3 billion including short and long term marketable investments). While debt to EBITDA is low relative to many other companies at the Ba rating level, leverage metrics can increase considerably during a cyclical downturn or a heavy capital program. Indeed, with the migration of the memory industry to three dimensional NAND technology, Moody's expect that capital expenditures will increase over the next few years for Micron and its competitors. Moreover, since Moody's anticipate that Micron will continue to refinance the convertible debt in order to reduce share dilution, the market value of the convertible debt is relevant in assessing Micron's financial profile. Assuming the full market value of the convertible debt, debt to EBITDA (LTM December 4, 2014, Moody's adjusted) is over 1.5x. Still, Micron has good liquidity, based mostly on its significant cash and marketable securities position, which provides the ability to maintain capital expenditures and to make opportunistic acquisitions during industry downturns. The stable outlook reflects Moody's expectation that Micron will continue to maintain financial leverage below 1.5x (Moody's adjusted) and improve financial flexibility as revenue and EBITDA increase due to strong end-market demand, disciplined market pricing, and Micron's improved operating efficiencies. Moody's expect that Micron will manage the DRAM production node transitions and both the NAND node transition and the technology transition to 3D NAND without material disruption to output levels. The rating could be upgraded as Micron both increases gross profit margin, indicating greater market pricing power, and shows evidence of improved operational efficiency, such that Moody's expect that operating margins (Moody's adjusted) will be sustained above the low digit teens percent through the cycle. Moody's would expect these improvements to occur within a market environment of continued stable market pricing and core growth in demand for DRAM and NAND. Maintenance of very strong liquidity, through access to cash and generally positive free cash flow, and for Micron to maintain a financial policy balancing the interests of creditors and shareholders would also be important considerations for any possible upgrade. The ratings could be downgraded if Micron does not execute successfully on its node transitions in DRAM and NAND, or in its transition to mass production of 3D NAND. The ratings could also come under pressure if industry pricing volatility returns to patterns experienced prior to the industry consolidation in 2013. If Moody's expect leverage to be sustained above 2.0x EBITDA (Moody's adjusted), the rating could be downgraded. The principal methodology used in this rating was Global Semiconductor Industry Methodology 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. Micron Technology, Inc., based in Boise, Idaho, manufactures and markets semiconductor devices, principally DRAM, NAND Flash and NOR Flash memory, as well as other innovative memory technologies, packaging solutions and semiconductor systems. MICRON TECHNOLOGY: S&P Assigns 'BB' Rating on 8.5-Yr. Sr. Notes --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '3' recovery rating to Micron Technology Inc.'s 8.5-year senior notes due 2023. The '3' recovery rating indicates S&P's expectation of meaningful recovery (50%-70%) in the event of a payment default. S&P expects that the company will use the net proceeds from the new notes for general corporate purposes, including refinancing a portion of its existing convertible senior notes. S&P's 'BB' corporate credit rating and stable outlook on Micron remain unchanged. RATINGS LIST Micron Technology Inc. Corporate Credit Rating BB/Stable/-- New Ratings Micron Technology Inc. 8.5-year senior notes due 2023 BB Recovery Rating 3 MOBIVITY HOLDINGS: ACT Capital Reports 8.3% Stake as of Dec. 31 --------------------------------------------------------------- ACT Capital Management, LLLP, and its affiliates disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, they beneficially owned 1,945,800 shares of common stock of Mobivity Holdings Corp. representing 8.3 percent of the shares outstanding. A full-text copy of the regulatory filing is available at http://is.gd/c6k9Me 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. MOTORS LIQUIDATION: Judge Okays Liquidation of New GM Securities ---------------------------------------------------------------- Robert E. Gerber entered an order authorizing Wilmington Trust Company, solely in its capacity as trust administrator and trustee, of the Motors Liquidation Company GUC Trust to liquidate New GM Securities and use dividend cash proceeds of approximately $8.33 million to satisfy administrative costs estimated for the calendar year 2015. The duration of the GUC Trust is extended an additional 12 months and the GUC Trust will remain in full force and effect through and including March 31, 2016. 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. MRC GLOBAL: Bank Debt Trades at 8.5% Off ---------------------------------------- Participations in a syndicated loan under which MRC Global is a borrower traded in the secondary market at 91.5 cents-on-the-dollar during the week ended Friday, Jan. 30, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.45 percentage points from the previous week, The Journal relates. The Company pays 400 basis points above LIBOR to borrow under the facility. The bank loan matures on Nov. 11, 2019, and carries Moody's B2 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended Friday among the 186 loans with five or more bids. All loans listed are B-term, or sold to institutional investors. MUD KING: Disclosure Statement Hearing Deferred to March 9 ---------------------------------------------------------- The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas moved the hearing to consider the adequacy of the disclosure statement explaining the bankruptcy-exit plan of Mud King Products Inc. to March 9, 2015, at 2:00 p.m. at Courtroom #403, 515 Rusk Avenue in Houston, Texas. The hearing originally set for Jan. 26, 2015, was canceled. In connection to the hearing, Judge Brown extended the Debtor's exclusive period in which it may solicit and obtain acceptances of its Chapter 11 plan for a period of 45 days after the continued hearing on approval of the Debtor's disclosure statement. About Mud King Products Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D. Tex. Case No. 13-32101) on April 5, 2013. The petition was signed by Erich Mundinger as vice president. The Debtor disclosed $18,959,158 in assets and $3,351,216 in liabilities as of the Chapter 11 filing. Annie E Catmull, Esq., Melissa Anne Haselden, Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at Hoover Slovacek, LLP, represent the Debtor in its restructuring effort. Judge Karen K. Brown presides over the case. The U.S. Trustee was unable to appoint an official committee of unsecured creditor. * * * On July 1, 2014, the Debtor filed its Chapter 11 Plan and Disclosure Statement. The Plan provides that Allowed General Unsecured Claims of greater than $50,000 will receive a pro rata share of equal quarterly payments for a period of twenty quarters until such claims are paid in full, with simple interest at the rate of 5% per annum accruing from the Effective Date. The Court has yet to approve the Disclosure Statement describing the Plan. MULTIPLAN INC: Bank Debt Trades at 2.6% Off ------------------------------------------- Participations in a syndicated loan under which MultiPlan Inc. is a borrower traded in the secondary market at 97.38 cents-on-the-dollar during the week ended Friday, Jan. 30, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.21 percentage points from the previous week, The Journal relates. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on March 14, 2021, and carries Moody's B1 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended Friday among the 186 loans with five or more bids. All loans listed are B-term, or sold to institutional investors. NAVISTAR INTERNATIONAL: Mark Rachesky Held 17.8% Stake at Jan. 28 ----------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Mark H. Rachesky, M.D., and his affiliates disclosed that as of Jan. 28, 2015, they beneficially owned 14,520,502 shares of common stock of Navistar International Corporation representing 17.8 percent of the shares outstanding. A full-text copy of the regulatory filing is available at http://is.gd/32M6mg About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar International reported a net loss attributable to the Company of $898 million for the year ended Oct. 31, 2013, following a net loss attributable to the Company of $3.01 billion for the year ended Oct. 31, 2012. The Company's balance sheet at July 31, 2014, showed $7.70 billion in total assets, $11.7 billion in total liabilities and a $4.04 billion stockholders' deficit. * * * In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service affirmed the ratings of Navistar International Corp., including the 'B3' corporate family rating. The ratings reflect Moody's expectation that Navistar's successful incorporation of Cummins engines throughout its product line up will enable the company to regain lost market share, and that progress in addressing component failures in 2010 vintage-engines will significantly reduce warranty expenses. As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Navistar International to 'CCC+' from 'B-'. "The rating downgrades reflect our increased skepticism regarding NAV's prospects for achieving the market shares it needs for a successful business turnaround," said credit analyst Sol Samson. In January 2013, Fitch Ratings affirmed the issuer default ratings for Navistar International at 'CCC' and removed the negative outlook on the ratings. The removal reflects Fitch's view that immediate concerns about liquidity have lessened, although liquidity remains an important rating consideration as NAV implements its selective catalytic reduction engine strategy. NAVISTAR INTERNATIONAL: Web Cast for Analyst Day Feb. 4 ------------------------------------------------------- Navistar International Corporation will present via live web cast its Analyst Day at the Company's world headquarters in Lisle, Illinois, on Wednesday, February 4th. A live web cast is scheduled at approximately 1:00 p.m. Central. Speakers on the web cast will include: (i) Troy Clarke, president and chief executive officer and director, (ii) Walter Borst, executive vice president and chief financial officer, (iii) Bill Kozek, president, Truck and Parts, (iv) Persio Lisboa, president, operations, (v) Denny Mooney, senior vice president, Global Product Development, (vi) Michael Cancelliere, senior vice president, Global Parts and Customer Service, (vii) and other company leaders. The web cast can be accessed through a link on the investor relations page of Company's Web site at http://www.navistar.com/navistar/investors/webcasts. Investors are advised to log on to the Web site at least 15 minutes prior to the start of the web cast to allow sufficient time for downloading any necessary software. The web cast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a period of 12 months or such earlier time as the information is superseded or replaced by more current information. About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar International reported a net loss attributable to the Company of $898 million for the year ended Oct. 31, 2013, following a net loss attributable to the Company of $3.01 billion for the year ended Oct. 31, 2012. The Company's balance sheet at July 31, 2014, showed $7.70 billion in total assets, $11.74 billion in total liabilities and a $4.04 billion total stockholders' deficit. * * * In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service affirmed the ratings of Navistar International Corporation, including the B3 Corporate Family Rating (CFR). The ratings reflect Moody's expectation that Navistar's successful incorporation of Cummins engines throughout its product line up will enable the company to regain lost market share, and that progress in addressing component failures in 2010 vintage-engines will significantly reduce warranty expenses. As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Illinois-based truckmaker Navistar International Corp. (NAV) to 'CCC+' from 'B-'. "The rating downgrades reflect our increased skepticism regarding NAV's prospects for achieving the market shares it needs for a successful business turnaround," said credit analyst Sol Samson. In January 2013, Fitch Ratings affirmed the Issuer Default Ratings (IDR) for Navistar International Corporation and Navistar Financial Corporation at 'CCC' and removed the Negative Outlook on the ratings. The removal reflects Fitch's view that immediate concerns about liquidity have lessened, although liquidity remains an important rating consideration as NAV implements its selective catalytic reduction (SCR) engine strategy. Other rating concerns are already incorporated in the 'CCC' rating. NET ELEMENT: Has $50MM Equity Distribution Agreement with Revere ---------------------------------------------------------------- Net Element, Inc., entered into an equity distribution agreement with Revere Securities, LLC, on Jan. 22, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. Pursuant to and subject to the terms of the Distribution Agreement, the Company may offer and sell from time to time at its sole discretion, exclusively through Revere, acting as sales agent, and Revere agreed to use its best efforts to sell for the Company, the shares of the Company common stock, preferred stock, warrants, units or subscription rights, having an aggregate offering price of up to $50 million, and certain selling securityholders may offer and sell, from time to time at their sole discretion, up to 19,947,334 shares of the Company's common stock held by those selling securityholders. In no event will the Company issue or sell securities under the Distribution Agreement with a value exceeding more than one-third of the Company public float in any 12 month period where the public float remains below $75 million, or if that issuance would result in the issuance of more than 19.999% of the amount of common stock of the Company issued and outstanding unless the Company's stockholders will have approved the issuance of shares of common stock in excess of 20% or NASDAQ has provided a waiver of Listing Rule 5635(d). Revere may sell the securities of the Company by any method permitted by law deemed to be an "at the market" offering under Rule 415 of the Securities Act of 1933, as amended, including without limitation sales made by means of ordinary brokers' transactions on The NASDAQ Capital Market, on any other existing trading market for the securities of the Company or to or through a market maker, at market prices prevailing at the time of sale, in block transactions, or as otherwise directed by the Company. Revere will use its best efforts consistent with its normal trading and sales practices to sell the securities of the Company from time to time, based upon instructions from the Company (including any price, time or size limits the Company or selling securityholders may impose). The amount of compensation to be paid to Revere with respect to each placement (in addition to any expense reimbursements) will be equal to 5.00% of the gross proceeds from each placement. The Company intends to use the net proceeds from the sales of the securities, if any, for general corporate purposes, including working capital, sales and marketing activities, general and administrative matters, repayment of indebtedness, and capital expenditures. The Company may also use a portion of the proceeds to acquire or invest in complementary products or businesses. Amends Current Report Net Element filed an amendment to its current report on Form 8-K filed with the U.S. Securities and Exchange Commission on Dec. 11, 2014, in order to correct an error in reporting (i) vesting schedule for 331,383 restricted shares of the Company common stock awarded to Oleg Firer, 165,691 restricted shares of the Company common stock awarded to Steven Wolberg and 98,144 restricted shares of the Company common stock awarded to Jonathan New and (ii) the grants of 200,000 incentive stock options to purchase shares of the Company common stock to Oleg Firer, 100,000 Options to Steven Wolberg and 50,000 Options to Steven Wolberg. Rather than granting those Options, the Compensation Committee of the Board of Directors of the Company contemplated granting 200,000 restricted shares of the Company common stock to Oleg Firer, 100,000 restricted shares of the Company common stock to Steven Wolberg and 50,000 restricted shares of the Company common stock to Jonathan New, subject to vesting. Accordingly, the Compensation Committee of the Board of Directors of the Company corrected the error in such grant. On Dec. 10, 2014, the Compensation Committee of the Board of Directors of the Company, approved and authorized grants of the equity awards pursuant to the Company's 2013 Equity Incentive Compensation Plan: (i) 331,383 restricted shares of the Company common stock (subject to vesting on Jan. 1, 2015) and 200,000 restricted shares of the Company common stock (subject to vesting in in four equal one-fourth amounts of the total grant commencing on April 1, 2015, and thereafter on July 1, 2015, Oct. 1, 2015, and Jan. 1, 2016) to Oleg Firer, the chief executive officer of the Company; (ii) 165,691 restricted shares of the Company common stock (subject to vesting on Jan. 1, 2015) and 100,000 restricted shares of the Company common stock (subject to vesting in in four equal one-fourth amounts of the total grant commencing on April 1, 2015, and thereafter on July 1, 2015, Oct. 1, 2015, and Jan. 1, 2016) to Steven Wolberg, the chief legal officer of the Company; and (iii) 98,144 restricted shares of the Company common stock (subject to vesting on Jan. 1, 2015) and 50,000 restricted shares of the Company common stock (subject to vesting in in four equal one-fourth amounts of the total grant commencing on April 1, 2015, and thereafter on July 1, 2015, Oct. 1, 2015, and Jan. 1, 2016) to Jonathan New, the chief financial officer of the Company. About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $48.3 million in 2013, as compared with a net loss of $16.4 million in 2012. The Company's balance sheet at June 30, 2014, showed $16.6 million in total assets, $22.8 million in total liabilities and a $6.21 million total stockholders' deficit. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has used substantial amounts of cash to fund its operating activities that raise substantial doubt about its ability to continue as a going concern. NICHOLS CREEK: Feb. 25 Hearing on Bid for Exclusivity Extension --------------------------------------------------------------- The U.S. Bankruptcy Court will convene a preliminary hearing on Feb. 25, 2015, at 11:30 a.m., to consider Nichols Creek Development, LLC's motion to extend its exclusive period to file a plan of reorganization. The Debtor is requesting that the Court extend its exclusive period to file a plan until April 23, 2015. About Nichols Creek Nichols Creek Development, LLC, sought Chapter 11 bankruptcy for protection (Bankr. M.D. Fla. Case No. 14-04699) on Sept. 26, 2014, in Jacksonville, Florida. R.L. Mitchell signed the petition as member manager. The Debtor disclosed total assets of $21.7 million and total liabilities of $11.5 million. The Debtor owns property at 9596 New Berlin Court, Jacksonville, Florida, which is valued at $21.8 million and pledged as collateral to secured creditors owed a total of $11.6 million. There is no secured debt. The Law Offices of Jason A. Burgess, LLC, serves as the Debtor's counsel. NICHOLS CREEK: Hancock Wants Case Dismissed as Bad Faith Filing --------------------------------------------------------------- Creditor Whitney Bank, formerly known as Hancock Bank, asks the U.S. Bankruptcy Court to dismiss the Chapter 11 case of Nichols Creek Development, LLC, as bad faith filing; or alternatively, grant relief from the automatic stay. Hancock Bank, as assignee of FDIC as receiver for People's First Community Bank, said that the real property of the Debtor subject to the mortgage is underdeveloped real property owned located in Duval County, Florida. Hancock Bank also said that the Debtor is a single assets real estate with no hope or ability proposing a viable, confirmable plan of reorganization. About Nichols Creek Nichols Creek Development, LLC, sought Chapter 11 bankruptcy for protection (Bankr. M.D. Fla. Case No. 14-04699) on Sept. 26, 2014, in Jacksonville, Florida. R.L. Mitchell signed the petition as member manager. The Debtor disclosed total assets of $21.7 million and total liabilities of $11.5 million. The Debtor owns property at 9596 New Berlin Court, Jacksonville, Florida, which is valued at $21.8 million and pledged as collateral to secured creditors owed a total of $11.6 million. There is no secured debt. The Law Offices of Jason A. Burgess, LLC, serves as the Debtor's counsel. NPS PHARMACEUTICALS: BlackRock Reports 6.8% Stake as of Dec. 31 --------------------------------------------------------------- BlackRock, Inc., disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 7,309,552 shares of common stock of NPS Pharmaceuticals representing 6.8 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/xPEmr9 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: Regulators Grant Waiting Period Termination ---------------------------------------------------------------- An amended tender offer statement was filed by Shire plc, Channel Islands, Shire Pharmaceutical Holdings Ireland Limited, and Knight Newco 2, Inc., an indirect wholly owned subsidiary of each of Shire and SPHIL ("Purchaser"), with the U.S. Securities and Exchange Commission on Jan. 23, 2015. The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share, of NPS Pharmaceuticals, Inc., for $46.00 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated Jan. 23, 2015. Items 1 through 9, and Item 11 of the Schedule TO were amended and supplemented by adding the following immediately after the last sentence of the second paragraph under the heading "16. Certain Legal Matters; Regulatory Approvals -- Regulatory Matters -- U.S. Antitrust" of the Offer to Purchase: "On January 27, 2015, the FTC and the Antitrust Division granted early termination of the waiting period required under the HSR Act, thus ending the required waiting period with respect to the Offer and the Merger. As a result, the applicable condition to the Offer with respect to the termination or expiration of the applicable waiting period under the HSR Act has been satisfied, but the Offer remains subject to the other terms and conditions set forth in the Offer to Purchase." 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. OPTIM ENERGY: April 22 Hearing on Dispute with Blackstone Group --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Bankruptcy Court for the District of Delaware scheduled an April 22 hearing on the dispute between power plant owner Optim Energy LLC and Blackstone Group LP. According to the report, Optim claims it's not fair for Blackstone to make money on both sides of the $126 million sale of the Twin Oaks coal-fired generating station. To recall, a Blackstone affiliate took over the Twin Oaks plant in October. In the Twin Oaks purchase agreement, Blackstone required the termination, or "rejection," of an exclusive coal-supply agreement with Walnut Creek Mining Co. Around the same time, another company controlled by Blackstone bought Walnut Creek. After the sale, Walnut Creek, now controlled by Blackstone, filed a claim against Optim for $190 million in damages arising from termination of the coal-supply agreement. The report said Optim argued there were "no actual damages" and equity bars Blackstone from collecting on a contract that it required to be rejected. About Optim Energy Optim Energy, LLC, and its affiliates are power plant owners principally engaged in the production of energy in Texas's deregulated energy market. Optim owns and operates three power plants in eastern Texas: the Twin Oaks plant in Robertson County, Texas, the Altura Cogen plant in Harris County, Texas and the Cedar Bayou plant in Chambers County, Texas. The Altura and Cedar Bayou plants are fueled by natural gas, and the third is coal- fired. Optim Energy and its affiliates sought Chapter 11 protection from creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12, 2014. The Debtors have tapped Bracewell & Giuliani LLP and Morris, Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as restructuring advisors; and Prime Clerk LLC as claims agent. Optim Energy, LLC scheduled $6.95 million in assets and $717 million in liabilities. Optim Energy Cedar Bayou 4, LLC, disclosed $184 million in assets and $718 million in liabilities as of the Chapter 11 filing. On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the Bankruptcy Court that she was unable to appoint an official committee of unsecured creditors in the Debtors' cases. The U.S. Trustee explained that there were insufficient responses to her communication/contact for service on the committee. OPTIM ENERGY: Seeks June 9 Extension of Plan Filing Date -------------------------------------------------------- Optim Energy, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive plan filing period through and including June 9, 2015, and their exclusive solicitation period through and including Aug. 10, 2015. According to the Debtors, Since entry of the Second Exclusivity Order, they have devoted significant resources and efforts to, among other things, formulating potential restructuring strategies for their remaining principal assets, their interests in the Cedar Bayou Plant and the Altura Cogen Plant, including the potential sale of the Gas Plant Portfolio under a Chapter 11 plan of reorganization. The Debtors commenced a full marketing process for the Gas Plant Portfolio in November 2014, from which several interested parties submitted proposals to purchase the Debtors' assets. The Debtors tell the Court that they are in the midst of evaluating these proposals and engaging in further diligence discussions with certain parties, which will take additional time before coming to full conclusion, and will determine the final terms of any plans they will file. In addition, the Debtors contend that extension of the Exclusive Periods is a condition to obtaining an extension of the DIP Facility, which otherwise matures on Feb. 12, 2015. William M. Alleman, Jr., Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, relates that the Debtors are currently in discussions with the DIP Lender regarding the initial three-month extension contemplated by the DIP Facility. To the extent that the requested exclusivity extension is granted, the DIP Lender has agreed to consent to the three-month extension of the maturity date, Mr. Alleman says. Under the DIP Loan, the Debtors are required, no later than Jan. 30, 2015, to deliver to the Lenders either (a) a draft Plan of Reorganization and Disclosure Statement (b) a Sale Proposal acceptable to the Majority Lenders in their reasonable discretion. The Debtors are required, no later than Feb. 9, 2015, to file the Plan and Disclosure Statement or file a sale and bidding procedures motion relating to the Sale Proposal with the Bankruptcy Court. The Debtors are given no later than Feb. 12, 2015, to obtain confirmation by the Bankruptcy Court of the Plan and attain the effective date thereof or consummate the sale contemplated by the Sale Proposal; provided, however, that if the Plan or the Sale Proposal has been filed, and the Extension has been elected by the Debtor and consented by the Majority Lenders in writing, the Milestone deadline will be 15 months from the Petition Date. A hearing on the extension request is scheduled for Feb. 4, 2015, at 11:00 a.m. (ET). Objections are due Jan. 28. About Optim Energy Optim Energy, LLC, and its affiliates are power plant owners principally engaged in the production of energy in Texas's deregulated energy market. Optim owns and operates three power plants in eastern Texas: the Twin Oaks plant in Robertson County, Texas, the Altura Cogen plant in Harris County, Texas and the Cedar Bayou plant in Chambers County, Texas. The Altura and Cedar Bayou plants are fueled by natural gas, and the third is coal- fired. Optim Energy and its affiliates sought Chapter 11 protection from creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12, 2014. The Debtors have tapped Bracewell & Giuliani LLP and Morris, Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as restructuring advisors; and Prime Clerk LLC as claims agent. Optim Energy, LLC scheduled $6.95 million in assets and $717 million in liabilities. Optim Energy Cedar Bayou 4, LLC, disclosed $184 million in assets and $718 million in liabilities as of the Chapter 11 filing. The Debtors have $713 million of outstanding principal indebtedness. On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the Bankruptcy Court that she was unable to appoint an official committee of unsecured creditors in the Debtors' cases. The U.S. Trustee explained that there were insufficient responses to her communication/contact for service on the committee. PARKER DRILLING: Moody's Affirms B1 CFR, Outlook Altered to Stable ------------------------------------------------------------------ Moody's Investors Service revised Parker Drilling Company's rating outlook to stable from positive. Concurrently Moody's affirmed Parker's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), B1 senior unsecured note rating and SGL-1 Speculative Grade Liquidity Rating. "The downward revision in outlook reflects the anticipated weakness in Parker's earnings and cash flows in 2015 resulting from a significantly lower level of capital expenditures by upstream oil and gas companies as they grapple with lower commodity prices," said Sajjad Alam, Moody's Assistant Vice President. "Parker's rental tools and inland barge businesses have short duration contracts and will endure the greatest revenue erosion in a depressed demand environment. However, the company has low leverage and very good liquidity to deal with the downturn." Issuer: Parker Drilling Company Outlook Action: Changed to Stable from Positive Affirmations: Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD4) Speculative Grade Liquidity Rating, Affirmed SGL-1 Ratings Rationale Parker's B1 CFR reflects the company's limited scale, exposure to the cyclical contract drilling markets and volatile upstream capital spending levels, the capital intensity of its drilling and rental tools businesses, and the inherent business and political risks from its international operations. The rating is supported by Parker's globally diversified geographic footprint that moderates cash flow volatility, its niche position as a provider of specialized drilling rigs and ability to work on complex wells or in remote and harsh locations, low leverage, very good liquidity and the scalability of its rental tools business both in the US and in international markets. Mood's anticipates a large drop in Parker's utilization rate, revenues and margins in 2015 relative to 2014 levels because of low oil prices. While the Alaska rigs and certain of Parker's international rig operations have strong revenue backlog backed by multi-year contracts, the barge rigs in the US and other land rigs in various international locations have limited revenue visibility. However, Parker has significant balance sheet flexibility to weather a protracted downturn in the oilfield services industry. The company's leverage stood at 2.5x at September 30, 2014 based on Moody's adjusted LTM EBITDA of $289 million and total debt of $707 million. Moody's expects Parker to maintain very good liquidity during 2015, which is captured in Moody's SGL-1 rating. The company has a substantial cash balance ($78 million at September 30, 2014) and a $200 million revolving credit facility (~$164 million available), which was upsized from $80 million on January 28, 2015 boosting liquidity. Based on Moody's projected EBITDA of $170-$190 million and capital expenditures of $120-$140 million for 2015, the company should generate break-even cash flow over the next twelve months. While Moody's believes there will be adequate headroom under Parker's revolver financial covenants throughout 2015, the leverage covenant will tighten in 2016 if EBITDA continues to decline. Parker's senior notes are rated B1, at the CFR level. While the recent upsizing of the revolver pushes the note rating to B2 under Moody's Loss Given Methodology based on an increased level of potential priority claim secured debt in the capital structure, Moody's have affirmed the B1 senior notes rating based on the minimal historical use of the revolver, the company's substantial cash balance and the effective restrictions imposed by the credit agreement financial covenants on future revolver drawings in a declining earnings environment. Higher than expected revolver utilization or a significant reduction in cash balance could lead to a downgrade of the notes. The stable outlook reflects Moody's view that Parker will be able to navigate the cyclical downturn in 2015 without materially increasing debt levels while maintaining adequate liquidity. A leveraging transaction or a much worse than anticipated decline in financial performance could result in a ratings downgrade. Debt to EBITDA sustained above 4x will likely trigger a rating downgrade. Given the inherent volatility in Parker's operating environment, increased scale and stronger contracted revenue backlog would be viewed as credit enhancing. Moody's could consider an upgrade if Parker reduced leverage near 2x in a stable industry environment. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Parker Drilling Company, headquartered in Houston, Texas, provides rental tools and contract drilling services to the oil & gas industry globally. PHOTOMEDEX INC: Obtains Waiver on Forbearance Defaults ------------------------------------------------------ PhotoMedex, Inc., and its subsidiaries Radiancy, Inc.; LCA-Vision, Inc.; PhotoMedex Technology, Inc.; and Lumiere, Inc., on Nov. 4, 2014, entered into an Amended and Restated Forbearance Agreement with the lenders that are parties to the Credit Agreement dated May 12, 2014, and with JP Morgan Chase, as Administrative Agent for the Lenders. Under the Credit Agreement, the Company obtained $85 million in senior secured credit facilities, which included a $10 million revolving credit facility and a $75 million four-year term loan. The Credit Agreement contained financial covenants, including a maximum leverage covenant and a minimum fixed charge covenant, which the Company is required to maintain; the targets for those covenants are determined quarterly based on a rolling average of the past four quarters of financial data. As stated in the Amended Forbearance Agreement, the Company had failed to meet both financial covenants for the fiscal quarters ending prior to Dec. 31, 2014, and consequently is in default of the Facilities. On Aug. 4, 2014, the Company received a notice of default and a reservation of rights from Chase and engaged a third-party independent advisor to assist the Company in negotiating a longer term solution to the defaults. The parties had entered into an initial Forbearance Agreement on Aug. 25, 2014. Pursuant to the terms of the Amended Forbearance Agreement, the Lenders agreed to forbear from exercising their rights and remedies with respect to the Specified Events of Default from Aug. 25, 2014, until Feb. 28, 2015, or earlier if an event of default occurs. The Company agreed to make prepayments on the term loan of $937,500 each on November 1 and Dec. 1, 2014, and on January 1 and Feb. 1, 2015, which will be applied in direct order of maturity. The Company also agreed that, on or before the second business day after certain dates set forth in the Amended Forbearance Agreement, the Company would pay against the revolving loans an amount equal to 75% of cash-on-hand that exceeded $18 million. In addition, the Company agreed to make a payment of $1.5 million toward the revolving loans on or before Feb. 16, 2015. The interest rates on the Loans under the Credit Agreement increased beginning Nov. 1, 2014, to the CB Floating Rate plus 4.00%; an additional 2% would be added to that rate upon the occurrence and continuance of any default or event of default. On Jan. 26, 2015, the Company entered into a Waiver with respect to the Credit Agreement and the Amended Forbearance Agreement under which the Administrative Agent and the Lenders agreed to waive certain forbearance defaults, specifically a delay in delivery of a cash on hand certificate for the period ending Jan. 2, 2015, the Company's non-delivery on Dec. 17, 2014, of an indication of interest from a third party with respect to a refinancing of the Facilities, and its non-delivery on Jan. 23, 2015, of a commitment letter for that refinancing. The Company continues to engage in negotiations with potential lenders and to explore other options with regard to such a refinancing. However, there is no assurance that any refinancing will occur. The Waiver also contains customary provisions, including the Company's representation as to the absence of other defaults and requirements that the Company pay the reasonable and documented out-of-pocket costs and expenses of the Administrative Agent's counsel and advisors. About PhotoMedex PhotoMedex, Inc. is a global Health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at our LasikPlus(R) vision centers. As reported by the TCR on Nov. 11, 2014, PhotoMedex had entered into an Amended and Restated Forbearance Agreement with respect to its Credit Agreement dated May 12, 2014, and the Initial Forbearance Agreement dated Aug. 25, 2014, by and among the Company, as borrower and the lenders, and JPMorgan Chase Bank, N.A., acting on behalf of secured creditors as the administrative agent. Subject to the terms of the Amended Forbearance Agreement, for a period until Feb. 28, 2015, the Administrative Agent will forbear from exercising any remedies relating to specified defaults by the Company under the Credit Agreement. The Company's balance sheet at Sept. 30, 2014, showed $277 million in assets, $138 million in total liabilities and $140 million in total stockholders' equity. PLATFORM SPECIALTY: S&P Retains 'BB' CCR Following $100MM Add-On ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on U.S. specialty chemicals producer Platform Specialty Products Corp. are not affected by the company's proposed $100 million add-on to its 6.5% senior unsecured notes due 2022. The company will use the proceeds to partially fund the acquisition of Arysta LifeScience Ltd. The add-on does not affect the 'BB' corporate credit rating or stable outlook. S&P's issue and recovery ratings also remain unchanged. On Jan. 12, 2015, S&P assigned its 'BB' issue-level rating and '3' recovery rating to the proposed term loan, indicating S&P's expectation for meaningful recovery (50% to 70%) if a payment default occurs. S&P also assigned its 'BB-' issue-level rating and '5' recovery rating to the company's proposed senior unsecured notes, indicating S&P's expectation of modest recovery (10% to 30%) in the event of a payment default. RATINGS LIST Ratings Unchanged Platform Specialty Products Corp. Corporate Credit Rating BB/Stable/-- Senior Secured BB Recovery Rating 3 Senior Unsecured $1.1 Bil. Sr Notes Due 2022* BB- Recovery Rating 5 EUR350 Mil. Notes Due 2022 BB- Recovery Rating 5 *Add-on POLY PLANT: Creditors Committee Taps K&L Gates LLP as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Poly Plant Project asks the Bankruptcy Court for permission to retain K&L Gates LLP as its counsel, effective as of Dec. 9, 2014. K&L Gates advised the Committee that the hourly rates of its personnel are: Professionals Hourly Rate ------------- ----------- Michael B. Lubic (bankruptcy partner) $800 Jared Mobley (tax partner) $705 Manoj D. Ramia (bankruptcy associate) $515 Akhil Sheth (litigation associate) $395 K&L Gates's hourly rates are subject to periodic adjustments, however, K&L Gates has agreed that these rates will not be increased prior to 2016. To the best of Committee's knowledge, K&L Gates is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael B. Lubic, Esq. Manoj D. Ramia, Esq. K&L GATES LLP 10100 Santa Monica Boulevard, Seventh Floor Los Angeles, CA 90067 Tel: (310) 552-5000 Fax: 310.552.5001 E-mail: michael.lubic@klgates.com manoj.ramia@klgates.com About Poly Plant Project Poly Plant Project filed a Chapter 11 bankruptcy petition in its hometown in Los Angeles (Bankr. C.D. Cal. Case No. 14-17109) on April 14, 2014. Tetsunori T. Kunimune signed the petition as chief executive officer. The Debtor disclosed total assets of $16.7 million and total liabilities of $22.3 million. Donahoe & Young LLP serves as the Debtor's counsel. Judge Thomas B. Donovan oversees the case. The U.S. Trustee for Region 16 appointed three creditors to serve on the official committee of unsecured creditors. POSITIVEID CORP: Shareholder Conference Call Held ------------------------------------------------- PositiveID Corporation held a shareholder conference call on Jan. 28, 2015. "I would like to welcome everybody on behalf of the management and the Board of Directors. I would like to tell you that we are very pleased with what we've accomplished over the course of the past couple of years and the successful year that we had in 2014. And having kicked off our strategic plan for 2015 which we're equally excited about we thought this would be a great time to share it with our shareholders and potential interested shareholders," said Bill Caragol, PositiveID's Chairman and CEO. "We believe that we are well positioned to make 2015 as productive if not more so than the past year with backlog revenue double that which has been recognized to date and a significant revenue pipeline for 2015 and 2016," Mr. Caragol added. A transcript of the call is available at http://is.gd/Y8z3hy About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID reported a net loss attributable to common stockholders of $13.3 million on $0 of revenue for the year ended Dec. 31, 2013, as compared with a net loss attributable to common stockholders of $25.30 million on $0 of revenue in 2012. The Company's balance sheet at Sept. 30, 2014, showed $1.37 million in total assets, $9.03 million in total liabilities, and a stockholders' deficit of $7.66 million. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has a working capital deficiency and an accumulated deficit. Additionally, the Company has incurred operating losses since its inception and expects operating losses to continue during 2014. These conditions, the auditors said, raise substantial doubt about the Company's ability to continue as a going concern. PRECISION OPTICS: AWM Investment Reports 29.7% Stake at Dec. 31 --------------------------------------------------------------- Austin W. Marxe, David M. Greenhouse, and Adam Stettner disclosed in an amended Schedule 13D with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, they no longer owned any shares of common stock of Precision Optics Corporation. The reporting persons previously disclosed beneficial ownership of 2,049,877 shares of common stock of Precision Optics representing 39.2 percent of the shares outstanding as of Dec. 31, 2013. Special Situations Cayman Fund, L.P., Special Situations Fund III QP, L.P., and Special Situations Private Equity Fund, L.P., hold shares of Common Stock and Warrants of the Issuer. AWM Investment Company, Inc., the investment adviser to the Funds, holds the power to vote and the power to dispose of the Shares held by each of the Funds. While the Shares held by each of the Funds were previously reported by Marxe, Greenhouse and Stettner, owners of AWM, on Schedule 13D, reference should be made to AWM for any future filings with the SEC relating to the Shares held by each of the Funds. A copy of the regulatory filing is available at: http://is.gd/Aa2NUm AWM Investment Company disclosed in a separate Schedule 13G filed with the SEC that as of Dec. 31, 2014, it beneficially owned 2,112,611 shares of common stock of Precision Optics representing 29.7 percent of the shares outstanding. Marxe, Greenhouse and Stettner previously reported the Shares held by the Funds on Schedule 13D. A copy of the regulatory filing is available for free at http://is.gd/MAtRpG About Precision Optics Headquartered in Gardner, Massachusetts, Precision Optics Corporation, Inc., has been a developer and manufacturer of advanced optical instruments since 1982. The Company designs and produces high-quality micro-optics, medical instruments and other advanced optical systems. The Company's medical instrumentation line includes laparoscopes, arthroscopes and endocouplers and a world-class product line of 3-D endoscopes for use in minimally invasive surgical procedures. Precision Optics reported a net loss of $1.16 million on $3.65 million of revenues for the year ended June 30, 2014, compared to a net loss of $1.78 million on $2.51 million of revenues for the year ended June 30, 2013. Precision Optics reported a net loss of $380,000 for the quarter ended March 31, 2014. As of Sept. 30, 2014, the Company had $2.24 million in total assets, $851,000 in total liabilities, all current, and $1.39 million in total stockholders' equity. PROSPECT SQUARE: Balks at MSCI's Motion for Stay Relief ------------------------------------------------------- Prospect Square 07 A, LLC, et al., are asking the Bankruptcy Court to deny the motion of MSCI 2007-IQ16 Retail 9654 LLC for relief from the automatic stay, or, in the alternative, limit the scope of the relief requested. MSCI asserts it should be granted relief from the automatic stay due to an alleged breach by the Debtors of the settlement agreement. MSCI, however, is not entitled to such relief under the circumstances that exist. In their opposition to the bid for stay relief, the Debtors explained that, among other things: 1. BankruptcyRule 4001(a)(3) provides for a 14 day stay of any order granting relief from stay to the Bankruptcy Rule 4001(a); and 2. MSCI has failed to state the cause as to why the 14 day stay must not take effect. The Court will convene a preliminary hearing on Feb. 2, 2015, at 1:30 p.m., to consider the matter. About Prospect Square Prospect Square 07 A, LLC, and related entities sought Chapter 11 bankruptcy protection from creditors (Bankr. D. Colo. Lead Case No. 14-10896) in Denver on Jan. 29, 2014. Prospect Square 07 A is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets located at 9690 Colerain Avenue, Cincinnati, Ohio. The Debtor listed $16 million in assets and more than $12 million in liabilities. Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver, serves as the Debtors' counsel. Lender MSCI 2007-IQ16 Retail 9654, LLC, is represented by James T. Markus, Esq., and Jeffery O. McAnallen, Esq., at Markus Williams Young & Zimmermann LLC. The U.S. Trustee for Region 19 said that no committee of unsecured creditors for the case was formed since there were too few creditors who are willing to serve on the committee. PSL-NORTH AMERICA: Has Until April 13 to File Plan -------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended PSL-North America LLC, et al.'s exclusive plan filing period through and including April 13, 2015, and their exclusive solicitation period through and including June 15, 2015. According to the Debtors, they are now well-situated to evaluate their financial standing in an effort to determine the most appropriate resolution of their Chapter 11 cases. The Debtors told the Court that they anticipate filing a Chapter 11 plan of liquidation in the near future. However, the Debtors said they require additional time to complete the analysis. About PSL-North America Founded in 2006, PSL-North America LLC is a manufacturer and coater of large diameter steel pipes. The company has a state-of-the-art facility located in Bay St. Louis, Mississippi, with the land leased for 99 years. The company is an American-based partially owned subsidiary of India's largest producer and manufacturer of steel piping, PSL Limited. On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed voluntary petitions in Delaware (Lead Case No. 14-11477) seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Peter J. Walsh. The Debtors seek to have their cases jointly administered for procedural purposes. PSL-North America LL disclosed $93.3 million in assets and $204 million in liabilities as of the Chapter 11 filing. As of the Petition Date, the company had total outstanding debt obligations of $130 million, according to a court filing. Counsel for the Debtor are John H. Knight, Esq., Paul N. Heath, Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and William A. Romanowicz, Esq. at Richards, Layton & Finger, P.A. of Wilmington, Delaware. Epiq Bankruptcy Solutions serves as claims agent. QUALITY DISTRIBUTION: BlackRock Reports 7% Stake as of 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 1,961,166 shares of common stock of Quality Distribution representing 7 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/MFsQBZ About Quality Distribution Quality Distribution, LLC, and its parent holding company, Quality Distribution, Inc., are headquartered in Tampa, Florida. The company is a transporter of bulk liquid and dry bulk chemicals. The company's 2010 revenues are approximately $686 million. Apollo Management, L.P., owns roughly 30 percent of the common stock of Quality Distribution, Inc. Quality Distribution reported a net loss of $42.03 million on $930 million of total operating revenues for the year ended Dec. 31, 2013, as compared with net income of $50.07 million on $842 million of total operating revenues in 2012. The Company's balance sheet at Sept. 30, 2014, showed $440 million in total assets, $470.01 million in total liabilities and a $30.4 million total shareholders' deficit. Bankruptcy Warning The Company had consolidated indebtedness and capital lease obligations, including current maturities, of $383.3 million as of Dec. 31, 2013. The Company must make regular payments under the ABL Facility, including the $17.5 million senior secured term loan facility that was fully funded on July 15, 2013, and the Company's capital leases and semi-annual interest payments under its 2018 Notes. "The ABL Facility matures August 2016. Obligations under the Term Loan mature on June 14, 2016 or the earlier date on which the ABL Facility terminates. The maturity date of the ABL Facility, including the Term Loan, may be accelerated if we default on our obligations. If the maturity of the ABL Facility and/or such other debt is accelerated, we may not have sufficient cash on hand to repay the ABL Facility and/or such other debt or be able to refinance the ABL Facility and/or such other debt on acceptable terms, or at all. The failure to repay or refinance the ABL Facility and/or such other debt at maturity would have a material adverse effect on our business and financial condition, would cause substantial liquidity problems and may result in the bankruptcy of us and/or our subsidiaries. Any actual or potential bankruptcy or liquidity crisis may materially harm our relationships with our customers, suppliers and independent affiliates," the Company said in the Annual Report for the year ended Dec. 31, 2013. * * * As reported in the TCR on June 28, 2013, Moody's Investors Service upgraded Quality Distribution, LLC's Corporate Family Rating to 'B2' from 'B3' and Probability of Default Rating to 'B2-PD' from 'B3-PD'. The upgrade of Quality's CFR to 'B2' was largely driven by the expectation that credit metrics will improve over the next twelve to eighteen months, through a combination of EBITDA growth and debt paydowns, to levels consistent with the 'B2' rating level. The company is in the process of integrating the bolt-on acquisitions made in its Energy Logistics business sector since 2011. QUANTUM CORP: BlackRock Reports 6.7% Stake as of Dec. 31 -------------------------------------------------------- BlackRock, Inc., disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 17,134,354 shares of common stock of Quantum Corporation representing 6.7 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/P8JShL 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 Dec. 31, 2014, the Company had $373.94 million in total assets, $451 million in total liabilities and a $76.7 million total stockholders' deficit. QUANTUM CORP: Reports $7 Million Net Income for Third Quarter ------------------------------------------------------------- Quantum Corporation reported net income of $6.93 million on $142 million of total revenue for the three months ended Dec. 31, 2014, compared to a net loss of $2.45 million on $146 million of total revenue for the same period in 2013. For the nine months ended Dec. 31, 2014, the Company reported net income of $3.85 million on $405.3 million of total revenue compared to a net loss of $7.07 million on $425 million of total revenue for the same period last year. As of Dec. 31, 2014, the Company had $374 million in assets, $451 million in liabilities and a $76.7 million stockholders' deficit. "We are very pleased with our strong third quarter results, as we continued to build on the momentum we saw in the first half of our fiscal year," said Jon Gacek, president and CEO of Quantum. "Branded revenue increased year-over-year for the third consecutive quarter, driven by scale-out storage revenue growth of nearly 80 percent as well as higher DXi revenue. Reflecting the improvements we've made in our operating model, we also significantly increased net income year-over-year and delivered our best operating margins in four years - nearly 7 percent and 10 percent on a GAAP and non-GAAP basis, respectively. "With our market momentum, our strong solutions portfolio and the significant leverage our financial model provides, we are well-positioned to drive year-over-year growth and increased profit in the final quarter of fiscal 2015 and in the coming year." A full-text copy of the press release is available for free at: http://is.gd/6j0clE In addition to reporting its third quarter results, Quantum also announced that it has entered into an agreement to repurchase $50 million of its convertible notes due November 2015 in an all-cash transaction expected to close on Jan. 30, 2015. Following the closing of the repurchase, the Company estimates that approximately $83.7 million in aggregate principal amount of 2015 Notes will remain outstanding. In connection with the repurchase, the Company expects to record a loss on debt extinguishment of approximately $1.3 million in the fourth quarter of fiscal 2015, including non-cash charges of approximately $300,000 for the write-off of unamortized debt issuance costs. 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. QUANTUM FUEL: Units Defer Interest Payment to Samsung Until 2016 ---------------------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc.'s wholly-owned subsidiary, Schneider Power Inc. and its indirect wholly-owned subsidiary, Zephyr Farms Limited entered into a First Amendment to Master Amendment Agreement with Samsung Heavy Industries Co. Ltd. pursuant to which the parties agreed to defer until Jan. 31, 2016, approximately C$462,167 of interest owed to Samsung under the Master Amendment Agreement that was originally scheduled to be paid on Jan. 31, 2015. On Jan. 8, 2015, SPI and Zephyr notified Samsung of their assertion that Samsung is in default of its obligations under the Turbine Supply Agreement dated June 30, 2010, as amended, and the Operations and Maintenance Agreement dated May 22, 2012. Under the terms of the Operations and Maintenance Agreement, Samsung is contractually required to maintain an average availability at or above 96% for the wind turbines purchased by Zephyr from Samsung. As a result of specifically identified operating and maintenance issues during the past six month period that Samsung has acknowledged, the average availability is materially below the minimum contractual levels and therefore Zephyr will be entitled to certain compensatory payments under the terms of the contract. The parties have entered into discussions to address the performance issues. The execution of the First Amendment to Master Amendment Agreement followed the notification to Samsung and initial discussions. Senior executives of SPI and Zephyr intend to continue discussing the issues with Samsung executives in an attempt to find a broader resolution related to the matter. Zephyr and the remaining other assets of SPI, represent non-core assets of the Company's business that are being actively marketed for sale. The assets and liabilities of Zephyr and SPI and the associated activities of these entities are reported as discontinued operations on the Company's financial statements. The debt amounts due under the Master Amendment Agreement are secured by substantially all of Zephyr's assets and a pledge of all of the shares of Zephyr held by SPI. The Company has no obligation to service the debt payments and has not provided any guarantees associated with the debt obligation to Samsung. About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel reported a net loss attributable to stockholders of $23.04 million in 2013, a net loss attributable to stockholders of $30.9 million in 2012 and a net loss attributable to common stockholders of $38.5 million in 2011. RBLT PROPERTIES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: RBLT Properties, LLC 13108 Albers Street Sherman Oaks, CA 91401 Case No.: 15-10287 Chapter 11 Petition Date: January 29, 2015 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Victoria S. Kaufman Debtor's Counsel: Alan F Broidy, Esq. LAW OFFICES OF ALAN F. BROIDY, APC 1925 Century Park E 17th Fl Los Angeles, CA 90067 Tel: 310-286-6601 Fax: 310-286-6610 Email: alan@broidylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sarah Ferman, co-trustee of member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. RIVERBOAT CORP: Moody's Withdraws B3 Corp. Family Rating -------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of Riverboat Corporation of Mississippi, Inc., the owner/operator of the Golden Nugget Biloxi Hotel and Casino. Ratings withdrawn are: Corporate Family Rating (CFR) rated B3 Probability of Default Rating (PDR) rated Caa1-PD $5 million guaranteed first out senior secured revolver due June 2016 rated Ba3 (LGD 1) Ratings Rationale Moody's has withdrawn the ratings of Riverboat because it believes it has insufficient or otherwise inadequate information to support maintenance of the ratings. ROADMARK CORPORATION: Section 341(a) Meeting Set for March 3 ------------------------------------------------------------ A meeting of creditors in the bankruptcy case of Roadmark Corporation, pka RMK Holdings, Inc., has been set for March 3, 2015, at 10:00 a.m. at Raleigh 341 Meeting Room. General proofs of claim are due by June 1, 2015. For governmental units, the bar date will be on July 27, 2015. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Roadmark Corporation filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015. The Debtor is a regional full-service highway paving striper operating primarily in North Carolina, South Carolina, Virginia and Maryland. Roadmark performs virtually all of its work as a direct contractor to state departments of transportation (DOT) or as a subcontractor where the ultimate owner is the DOT. Payment and performance bonds were required for most prime jobs and many construction jobs. Roadmark provided bonds through Guarantee Company of North America. The case is assigned to Judge David M. Warren. The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L. Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North Carolina, as counsel. The Debtor also tapped Nelson & Company as accountants and The Finley Group, Inc., as financial consultant. The Debtor disclosed total assets of $14.5 million and total liabilities of $15.0 million in its schedules of assets and liabilities. ROCKWELL MEDICAL: Pays off $18.9 Million Hercules Debt ------------------------------------------------------ Rockwell Medical, Inc., voluntarily paid off and terminated its Loan and Security Agreement, dated as of June 14, 2013, with Hercules Technology III, L.P., according to a regulatory filing with the U.S. Securities and Exchange Commission. The payoff amount of $18.9 million included principal, accrued and unpaid interest, fees, costs and expenses payable under the Loan Agreement, including an end of term charge of $1.10 million. In connection with that repayment, Hercules terminated its security interest in the assets of the Company subject to the Loan Agreement. The early repayment was required by the Company's Exclusive Distribution Agreement, dated Oct. 2, 2014, with Baxter Healthcare Corporation. The loan under the Loan Agreement was due on March 1, 2017, and bore interest at the greater of (i) 12.50% plus the prime rate as reported in The Wall Street Journal minus 3.25%, or (ii) 12.50%. Amounts outstanding under the Loan Agreement bore interest at 12.50%. Monthly principal and interest payments were due on the loan following Aug. 31, 2014, through the maturity date. About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. Rockwell Medical reported a net loss of $48.8 million in 2013, a net loss of $54.02 million in 2012 and a net loss of $21.4 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $23.9 million in total assets, $29.3 million in total liabilities, and a $5.45 million total shareholders' deficit. SAFEWAY INC: DBRS Cuts Issuer Rating to BB(low) on Albertson's Deal ------------------------------------------------------------------- DBRS Limited has downgraded the Issuer Rating of Safeway Inc. to BB (low) from BBB and its Senior Unsecured Debt rating to B from BBB with a recovery rating of RR6; the trends are Stable. DBRS has also changed the name of the rated security to Senior Secured Second-Lien Notes and discontinued Safeway's commercial paper rating at Safeway's request. These actions follow the Company's announcement that it has all necessary regulatory approvals for and its shareholders have voted in favour of the proposed transaction under which Albertson's Holdings LLC (Albertson's or the Company), the direct owner of Albertsons LLC, will acquire all outstanding shares of Safeway. DBRS has removed the ratings from Under Review with Negative Implications. On March 3, 2014, DBRS placed Safeway's ratings Under Review with Negative Implications following the Company's announcement that it was considering a possible transaction involving its sale. Under the terms of the transaction, each outstanding common share of Safeway will be converted into $32.50 in cash and a pro rata portion of any net proceeds with respect to certain sales of Safeway's interest in Casa Ley and Property Development Centers, LLC (PDC) if completed before the acquisition or value rights if the sales are not fully completed by the close of the acquisition. In addition, Safeway shareholders will receive a pro rata portion of after-tax amounts received by Safeway as dividends or distributions in respect of Casa Ley or that are paid from the operating earnings of PDC. Finally, shareholders will receive per-day payments until close if the acquisition closes after March 5, 2015. Debt financing arranged by Albertson's includes a Senior Secured First-Lien Term Loan B-2 of approximately $1.4 billion, a Senior Secured First-Lien Term Loan B-3 of $950 million and a Senior Secured Term Loan B-4 of approximately $3.9 billion; an ABL facility with a limit of $3.000 billion; and $1.145 billion of Senior Secured Second-Lien Notes offered by the Company and Safeway as co-issuers. In addition, certain Safeway senior unsecured notes due 2016 and 2017 will be secured by a second lien on all assets ranking pari passu with the newly issued second-lien notes, and approximately $750 million of Safeway senior unsecured notes due 2027 and 2031 will be secured by a second lien on substantially all assets of Safeway. In terms of operations, management is expected to leverage the Company's improved size and scale and has stated that it believes it can achieve significant synergies in the $650 million range within four years. Anticipated synergies will be driven primarily by removing complexity and reducing redundant costs as well as other efficiency-improving initiatives, including the information technology (IT) conversion of Albertson's stores to Safeway's IT environment. As a result of the organizational structure, the review of Safeway's ratings is based primarily on an analysis of the combined entity, Albertson's. DBRS focused its analysis on the following: (1) Albertson's business risk profile, including potential benefits from enhanced scale and geographic diversification as well as risks associated with the integration and realization of potential synergies and (2) the financial risk profile and longer-term financial management intentions, including any deleveraging plans. DBRS ANALYSIS (1) Business Risk Profile The combination of Safeway and Albertson's results in the second-largest conventional supermarket in the United States (based on store count and sales) and the third-largest U.S. grocery retailer, offering a significant improvement in size and scale with pro forma revenue of approximately $45 billion and pro forma-adjusted EBITDA before synergies of approximately $1.8 billion. The business risk profile of the combined entity is further supported by its solid market positions, well-recognized brands, geographic diversification across 18 states in the Western and Southern parts of the United States and significant real estate ownership. (2) Financial Risk Profile In terms of financial profile, Albertson's is expected to have balance sheet debt (including capital leases) of approximately $9.9 billion on a consolidated basis. Combined with pro forma earnings, DBRS estimates that the combined entity will have lease-adjusted debt-to-EBITDAR of approximately 5.64 times (x) and lease-adjusted EBITDA coverage of approximately 3.10x, credit metrics considered to be in the B range of ratings. That said, the combined entity should nevertheless generate meaningful levels of free cash flow (based on relatively stable operating cash flow as a food retailer and declining capex levels) and could deleverage significantly through a combination of mandatory and optional debt repayment as well as earnings growth. DBRS believes that Safeway's Issuer Rating is best positioned in the BB (low) rating category, with a Stable trend, reflecting both the material increase in leverage and the investment-grade characteristics of the combined entity's business profile. Pursuant to its announced plans and the change of control provisions contained in certain of Safeway's senior unsecured notes maturing in 2019, 2020 and 2021, Safeway has made an offer to repurchase such outstanding senior unsecured debt (other than the 2016/2017 and 2027/2031 notes discussed above). Any of the notes maturing in 2019 which are not repurchased will be secured with the same collateral package as the 2016/2017 notes as described above and any of the 2020/2021 notes that are not repurchased will be secured with the same collateral package as the 2027/2031 notes as described above. SAFEWAY INC: Moody's Assigns B1 CFR & Cuts Legacy Notes to B2 ------------------------------------------------------------- Moody's Investors Service withdrew Safeway Inc.'s Baa3 issuer rating, assigned the company a Corporate Family Rating at B1, a probability of default rating at B1-PD and simultaneously downgraded Safeway Inc.'s commercial paper rating to not-prime. Additionally, Moody's downgraded the ratings of Safeway's legacy notes to B2. The legacy notes will be part of Albertson's Holdings LLC's ("Albertson's") capital structure. The outlook is stable. The downgrade follows the announcement from Safeway and AB Acquisition LLC that they have received clearance from the U.S. Federal Trade Commission for their proposed merger which was announced on March 6, 2014. This concludes Moody's ratings review for Safeway. Safeway's corporate family rating and probability of default rating will be withdrawn subsequent to the closing of the merger. After the closing of the merger Safeway will be a wholly owned subsidiary of Albertson's (B1 Stable). Ratings Rationale Safeway's B1 Corporate Family Rating anticipates the closing of the merger and reflects the sizable scale and well established regional brands of the combined company. Safeway has a good store base with over ninety percent of its stores converted to the Lifestyle format with modest capital expenditures required for their maintenance. Ratings are also supported by the company's significant store ownership and very good liquidity. Although the combined company's proforma credit metrics will be weak at closing Moody's expect them to improve significantly in the near to medium term - debt/EBITDA and EBITA/interest including lease and pension adjustments is expected to be about 5.75 times and about 1.75 times respectively within 18 months of closing of the transaction. Albertson's management has vast experience in the food retailing space and has demonstrated its ability to turnaround underperforming assets and the ratings reflect Moody's expectation that operating performance of the stores will improve as price investments lead to increased traffic and volume. Operating efficiencies and strategic initiatives to minimize costs are also expected to reduce expenses and improve cash flow generation. The ratings also reflect the execution and integration risks associated with the merger and the financial policy risk associated with ownership by a financial sponsor. The legacy notes which are currently unsecured will be secured once the merger is closed and include the $150 million 2027 notes and $600 million 2031 notes which have no change of control provision. Legacy notes will also include the remaining stub portions of notes that have change of control provisions but have not been put back to the company. The result of the change of control offer to purchase these notes is yet to be determined but is expected to be leverage neutral as for each dollar (up to $645 million) of these Safeway legacy notes that remain outstanding and are not put back to Safeway as a result of the change of control purchase offer, Albertson's will need to reduce the same amount of Albertson's senior secured notes issued to fund the merger and which are currently held in escrow. The 2016, 2017 and 2019 notes will be secured by assets of Albertson's and Safeway while the 2020, 2021, 2027 and 2031 notes will be secured by Safeway assets only. The following ratings are withdrawn: Issuer rating at Baa3 (review for downgrade) The following ratings are downgraded and will be withdrawn at closing: Commercial Paper rating at Not-Prime from P-3 The following ratings are assigned and will be withdrawn at closing: Corporate Family Rating at B1 Probability of Default Rating at B1-PD The following ratings are downgraded $80 million notes due 2016 at B2 (LGD 4) from Baa3 (review for downgrade) $100 million notes due 2017 at B2 (LGD 4) from Baa3(review for downgrade) $500 million notes due 2019 at B2 (LGD 4) from Baa3(review for downgrade) $500 million notes due 2020 at B2 (LGD 5) from Baa3(review for downgrade) $400 million notes due 2021 at B2 (LGD 5) from Baa3(review for downgrade) $150 million notes due 2027 at B2 (LGD 5) from Baa3(review for downgrade) $600 million notes due 2031 at B2 (LGD 5) from Baa3(review for downgrade) The outlook also incorporates Moody's expectation that the company's credit metrics will improve through increased EBITDA generation and debt repayments. Ratings could be upgraded if debt/EBITDA approaches 5.0 times, EBITA/interest is sustained above 1.75 times, financial policies remain benign and liquidity remains very good. Ratings could be downgraded if debt/EBITDA is sustained above 6.25 times and EBITA/interest is sustained below 1.5 times. Ratings could also be downgraded if financial policies become aggressive or if liquidity deteriorates or if the integration of the Safeway stores with Albertson's does not result in expected synergies and improvement in overall profitability of the combined company. The principal methodology used in these ratings was Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Safeway Inc. is one of the top two supermarket chains in North America. Safeway's stores are predominantly located in the Western US, Texas, and the Mid-Atlantic regions. SAGE COLLEGES: Moody's Affirms B3 Rating on 1999A Fixed Rate Bonds ------------------------------------------------------------------ Moody's Investors Service affirms the B3 rating on The Sage Colleges' long-term debt rating on the Series 1999A fixed rate bonds issued through the City of Albany Industrial Development Agency (Albany IDA, $7.5 million outstanding at June 30, 2014) and the underlying rating on the Series 2002A variable rate demand bonds issued through the Rensselaer County Industrial Development Agency (Rensselaer IDA, $5.7 million outstanding at June 30, 2014). The outlook is negative. The Series 2002A bonds also carry an enhanced rating of A2/VMIG 1 based on Moody's joint default rating methodology and letter of credit (LOC) provided by Manufacturers and Traders Trust Company (M&T, rated A2/P-1 negative), which has a stated expiration date of June 30, 2015. Summary Rating Rationale The B3 rating and negative outlook for The Sage Colleges reflects ongoing operating challenges due to stagnant net tuition revenue in an intensely competitive student market. Factored into the B3 rating is very weak liquidity and considerable bank debt with renewal and acceleration risks. There is a concentration of exposure to a single bank currently rated A2/P-1 with a negative outlook. This bank provides the LOC for the Series 2002A bonds. Should these bonds fail to be remarketed and become bank bonds, the bank could demand immediate repayment. This situation would be highly challenging for the college to accommodate given its liquidity profile. The LOC will need to be renewed or replaced by June 30, 2015. Nearly all of the university's unrestricted funds are held as collateral for a cyclical cash flow operating line of credit from the same bank, which places the Series 1999A fixed rate bondholders in a subordinate position that could negatively impact expected recovery in the event of default. Further downward momentum is precluded at this time due to somewhat improved FY 2014 operating results. At the half year mark, improvement is continuing in FY 2015 due to management's willingness and ability to institute budgetary cuts. Management has taken steps as well to improve liquidity within its endowment assets via the approved reclassification of certain funds which had carried restrictions. Recent changes in management are expected to provide the colleges with stronger budgeting and financial modeling capacity, as well as enhance academic programming and student enrollment trends. Outlook The negative outlook reflects The Sage Colleges' substantial exposure to bank facility renewal risk, limited headroom for error, and potential acceleration of debt, particularly given extremely thin liquidity. The outlook also acknowledges the continuing fiscal challenges and the stiff competition for students in the Albany, NY region. What Could Make The Rating Go Up A stable outlook could be driven by: -- A significant change to debt structure to limit exposure to renewal and liquidity risk The rating could be upgraded by: -- Substantial improvement in liquidity position and non-reliance on external liquidity for operations -- Sustained balanced operations in the near term -- Stabilization of enrollment and growth of net tuition revenue What Could Make The Rating Go Down -- Acceleration of bank debt -- Failure to renew needed operating line and letter of credit -- Continued deterioration in liquidity and operations -- Reduced covenant headroom Obligor Profile The Sage Colleges consist of Russell Sage College for Women in Troy, the coeducational Sage College of Albany, and the Sage Graduate Schools (Esteves School of Education, School of Health Sciences, and School of Management) operating on both campuses, and Sage Online. Sage offers undergraduate and graduate degrees, as well as continuing education programs. Legal Security The Series 1999A and 2002A bonds are general obligations of the college. The Series 1999A have a debt service reserve fund ($813,935 as of June 30, 2014). There are no financial covenants. The Series 2002A LOC has a debt service coverage ratio covenant of 1.0 times (Sage calculations as of June 30, 2014 of 1.5 times, excluding the operating line of credit). If the bonds are not remarketed, the bank has the option to demand repayment of the bonds in full which could result in more rapid deterioration of Sage's credit profile. Management reports there have never been remarketing disruptions of the Series 2002A bonds. The FNFG term loan has a first lien on certain land, buildings and equipment. There are no financial covenants pursuant to this lien, but a cross-default provision exists. The operating line of credit is secured by $4.1 million of unrestricted cash and investments and $2.0 million in liens on certain college property. Use Of Proceeds. Not applicable. Rating Methodology. The principal methodology used in this rating was U.S. Not-for-Profit Private and Public Higher Education published in August 2011. SHASTA ENTERPRISES: Court Approves FFWP as Trustee's Counsel ------------------------------------------------------------ Hank M. Spacone, the Chapter 11 Trustee for Shasta Enterprises, sought and obtained permission from the Hon. Michael S. McManus of the U.S. Bankruptcy Court for the Eastern District of California to employ Felderstein Fitzgerald Willoughby & Pascuzzi LLP ("FFWP") as his bankruptcy counsel. The Chapter 11 Trustee requires FFWP to: (a) advise and represent the Trustee with respect to bankruptcy matters and proceedings in this Bankruptcy Case; (b) assist the Trustee in obtaining the use of cash collateral and potentially selling the Debtor's assets or business; (c) assist the Trustee with the preparation of and confirmation of a plan or plans of reorganization or liquidation; and (d) advise and represent the Trustee with respect to possible motions for relief from stay filed by the Debtor's secured creditors. FFWP will be paid at these hourly rates: Steven H. Felderstein, Managing Partner $595 Donald W. Fitzgerald, Partner $495 Thomas A. Willoughby, Partner $495 Paul J. Pascuzzi, Partner $475 Jason E. Rios, Partner $405 Jennifer E. Niemann, Counsel $395 Holly A. Estioko, Associate $350 Karen L. Widder, Legal Assistant $195 FFWP will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven H. Felderstein, managing partner of FFWP, 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. FFWP can be reached at: Donald W. Fitzgerald, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP 400 Capitol Mall, Suite 1750 Sacramento, CA 95814 Tel: (916) 329-7400 Fax: (916) 329-7435 E-mail: dfitzgerald@ffwplaw.com About Shasta Enterprises Redding, California-based Shasta Enterprises, dba Vidal Vineyards, dba Silverado Knolls, dba Villa Vidal Vineyards, sought bankruptcy protection (Bankr. E.D. Cal. Case No. 14-30833) on Oct. 31, 2014. The case is before Judge Michael S. McManus. The Debtor's counsel is David M. Brady, Esq., at Law Office of Cowan & Brady, in Redding, California. The Debtor lists total assets of $33.4 million and total debts of $21.5 million. The petition was signed by Antonio Rodriguez, general partner. Hank Spacone was appointed as Chapter 11 trustee for the Debtor. SPENDSMART NETWORKS: Hernandez-Ellsworth Resigns as President ------------------------------------------------------------- William Hernandez-Ellsworth resigned from his position as president of SpendSmart Networks, Inc., effective as of Jan. 26, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Hernandez-Ellsworth's departure from his position as president was not the result of any disagreements with the Company. In conjunction with his resignation, on Jan. 29, 2015, the Company entered into an agreement with Mr. Hernandez-Ellswort pursuant to which Mr. Hernandez-Ellsworth will remain employed by the Company, on an as needed basis, for a one year term commencing on the Effective Date and will be paid an annual salary of $120,000. Additionally, Mr. Hernandez-Ellsworth will: (i) be permitted to participate in any group life, hospitalization or disability insurance plans, health programs, retirement plans, fringe benefit programs and other benefits that may be available to employees of the Company; (ii) will have 50,000 unvested shares of Non-Qualified Stock Options issued on March 19, 2014, and 112,500 unvested shares of Incentive Stock Options issued on March 21, 2014, become fully vested; and (iii) the provisions in Mr. Hernandez-Ellsworth Incentive Option that requires he exercise all vested and unexercised options within 90 days of his departure from the Company will be deleted and will no longer apply. The Agreement also contains customary confidentiality and non- solicitation provisions. About SpendSmart Networks SpendSmart Networks, Inc., provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenues. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing, mobile commerce and financial tools, such as prepaid card and reward systems. We enter into licensing agreements for our proprietary loyalty marketing solution with "Certified Masterminds" which sell and support the technology in their respective markets. The Company's products aim to make Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. For the 12 months ended Sept. 30, 2013, the Company reported a net loss and comprehensive loss of $12.6 million on $1.02 million of revenues compared with a net loss and comprehensive loss of $21.09 million on $1 million of revenues for the same period in 2012. As of Sept. 30, 2014, the Company had $12.02 million in total assets, $1.92 million in total liabilities and $10.1 million in total stockholders' equity. EisnerAmper LLP, in Iselin, 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 incurred net losses since inception and has an accumulated deficit at Dec. 31, 2013. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. SPRINGS INDUSTRIES: Acquisition Plan No Impact on Moody's B2 CFR ---------------------------------------------------------------- Moody's Investors Service said Springs Industries Inc.'s announcement that it had entered into a nonbinding letter of intent to acquire an unnamed company for $55 to $65 million is credit positive because it enhances the company's market position and growth potential in the commercial channel and because of Springs' good track record of integrating strategic acquisitions. Despite the operational benefits, the potential acquisition does not affect Springs' B2 Corporate Family Rating (CFR) or its stable outlook because leverage remains high and will temporarily increase because of the acquisition. The principal methodology used in rating Springs was the Consumer Durables Industry methodology published in September 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. Springs Industries, Inc., headquartered in Middleton, Wisconsin, designs and manufactures window coverings under the Bali and Graber brands, as well as for various retailers' private label offerings. Custom-made products represent roughly 79% of revenue and product lines include hard and soft window coverings, roller shades, drapery, drapery hardware, shutters, solar shades, and window accessory products. Springs was acquired by Golden Gate Capital (Golden Gate) in June 2013 for approximately $640 million. The company had pro forma net sales of approximately $690 million for the year ended December 31, 2014. STARR PASS: Pima County Balks at Plan Approval ---------------------------------------------- Secured Creditor Pima County objects to confirmation of Starr Pass Residential, LLC's Plan of Reorganization dated Dec. 9, 2014, on these grounds: -- The Debtor's Plan does provide for payment of Pima County's non-dischargeable, secured claims (i.e., the outstanding tax liabilities). The Plan, however, fails to account for the statutory 16% interest for any potential delinquent taxes. -- The Debtor's Plan has incorrectly listed all secured property tax creditors as unimpaired creditors. Pima County suggests these amendments to the Plan: 1. The language of the Plan be amended to ensure receipt of full payment of Parcel A's outstanding real property tax debts within a period no later than 60 months from the date of the order of relief, regardless of when the Effective Date might become; and 2. The Plan must include Pima County's status as an impaired creditor having the ability to vote for acceptance or rejection of the Plan. Pima County is a secured creditor with timely filed claim (No. 4) for 2014 real property taxes on parcel no. 116-27-1600 (3555 West Starr Pass Boulevard, Tucson, Arizona -- Parcel A, and parcel no. 116-27-7840 (Coyote Pass Amended Block B Reclaimed Water Reservoir in Pima County, Arizona -- Parcel B). The Plan According to the Disclosure Statement, the Plan provides for full payment to all holders of Allowed Claims either on the Effective Date of the Plan, or shortly thereafter, or as creditors may otherwise agree. The source of payment are from or among the following: (1) third-party funding; (2) compensation for the use of the pond by receiver or lender; (3) exit financing if necessary; and (4) monetary recovery from damages for claims currently pending in the State Court Action. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/StarrPass_DS.pdf Pima County's attorneys can be reached at: Barbara Lawall, Esq. Pima County Attorney Civil Division Grant Winston, Esq. David W. Krula, Esq. Deputy County Attorneys 32 North Stone Avenue, Suite 2100 Tucson, AZ 85701 Tel: (520) 740-5750 E-mail: Grant.Winston@pcao.pima.gov pcaocvbk@pcao.pima.gov About Starr Pass Residential Starr Pass Residential LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014. Christopher Ansley signed the petition as authorized officer. Gust Rosenfeld, P.L.C., serves as the Debtor's counsel. The Debtor disclosed total assets of $7.40 million and liabilities of $146 million. The bankruptcy case was reassigned to Judge Eileen W. Hollowell because Judge Brenda Moody Whinery recused herself from hearing any matter on the Chapter 11 proceeding. * * * The U.S. Trustee for Region 14 informed the Bankruptcy Court that it was unable to appoint creditors form the Official Committee of Unsecured Creditors for the Chapter 11 case of Starr Pass Residential LLC because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. STATE FISH: Section 341(a) Meeting Scheduled for Feb. 23 -------------------------------------------------------- A meeting of creditors in the bankruptcy case of State Fish Co., Inc., aka AW HPP Food Services, will be held on Feb. 23, 2015, at 10:00 a.m. at RM 7, 915 Wilshire Blvd., 10th Floor, in Los Angeles, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. State Fish Co., Inc., and Calpack Foods, LLC, filed voluntary Chapter 11 bankruptcy petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015. The petitions were signed by George P. Blanco as authorized representative. The Hon. Sandra R. Klein presides over the jointly administered cases. Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie LLP, serve as the Debtors' counsel. George Blanco, at Avant Advisory Group, acts as chief restructuring officer. State Fish estimated assets and liabilities of $10 million to $50 million. State Fish, founded in 1932, formed Calpack in April 2012 to produce food and beverage products. Calpack operates in conjunction with State Fish's High Pressure Pasteurization Food Service division. SUNTECH AMERICA: U.S. Trustee Forms Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 3 appointed three creditors of Suntech America, Inc., and Suntech Arizona, Inc. to serve on an official committee of unsecured creditors: (1) Gintech Energy Corp. Attn: Andries Schutte, Legal Director No. 21, Kebei 1st Road Hsinchu Science Park, Jhunan Township Miaoli County, Hsunhu, Taiwan, 350 Phone: 886-2-2656-2000 Fax: 886-2-2656-0583. (2) The Solyndar Residual Trust Attn: R. Todd Neilson Solyndra Residual Trustee Berkeley Research Group, LLC 2049 Century Park East, Suite 2525 Los Angeles, CA 90067 Phone: 310-499-4934 Fax: 310-557-8982 (3) Wuxi Suntech Power Co., Ltd. Attn: Dongxia Hang, Legal General Counsel 9 Xinhua Road New District Wuxi Jiangsu Province PRC Phone: 86-510-8531-8661, Fax: 86-510-8534-4214-7701. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 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: S&P Assigns 'B+' CCR & Rates $1.1BB Facility 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B+' corporate credit rating to Targa Resources Corp. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating and '4' recovery rating to the company's $1.1 billion senior secured credit facility, comprising a $430 million term loan and a $670 million revolving credit facility. The '4' recovery rating indicates that lenders can expect 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 'B+' corporate credit rating on TRC reflects a three-notch downward revision from the 'BB+' pro forma stand-alone credit profile (SACP) of master limited partnerships Targa Resources Partners L.P. (TRP) and Atlas Pipeline Partners L.P. (Atlas). The downward notching stems from the structural subordination of Targa's and Atlas' debt relative to Targa. TRC's sole source of cash flow comes from its upstream distributions from Targa. The stable outlook on TRC reflects S&P's expectation for continued stability in the distribution payments it receives from its ownership interest in Targa Resources Partners and that TRC will maintain stand-alone debt to EBITDA below 4x. Absent a downgrade of Targa, we could lower the ratings on TRC if it sustains stand-alone debt to EBITDA above 4x. Apart from an upgrade of Targa, S&P is not contemplating higher ratings on TRC at this time, absent a more conservative financial policy, namely stand-alone debt to EBITDA below 2x. TREETOPS ACQUISITION: Gets Feb. 12 Confirmation Hearing ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Treetops Resort, a golf, ski and spa resort in Gaylord, Michigan, obtained preliminary approval of the disclosure statement explaining its reorganization plan and has a Feb. 12 confirmation hearing. As previously reported by The Troubled Company Reporter, the reorganization plan that would allow a purchaser of more than $13 million in senior secured debt to convert the obligation into ownership of the reorganized project. Under the proposed plan, tax claims would be paid over five years while most secured creditors will keep their liens and receive deferred cash payments until fully paid. General unsecured creditors wouldn't get any distributions and existing interests will be canceled. About Treetops Acquisition Headquartered in Gaylord, Michigan, Treetops Acquisition Company, LLC -- dba Treetops Land Company, LLC; Treetops Enterprises, LLC; Treetops; Treetops South Village Property Management; Association, INc.; Treetops Sylvan Resort; Treetops Jones Estates Property Owners Association, Inc.; Treetops Resort; Treetops Holding Company; Treetops Realty, Inc.; Treetops Land Development Company, LLC; Treetops Tradition Condominium Association, Inc.; Treetops North Estates Condominium Association, Inc.; and Sylvan Resort -- owns Treetops Resort and Spa, a northern Michigan golf and ski destination, and features prominent auto industry investors. Treetops Acquisition filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 14-22602) on Nov. 25, 2014, estimating its assets at $1 million to $10 million and its liabilities at $10 million to $50 million. The petition was signed by Richard B. Owens, general manager. Jason W. Bank, Esq., at Kerr, Russell And Weber, PLC, serves as the Debtor's bankruptcy counsel. TRUMP ENTERTAINMENT: Creditors Find Holes in Icahn's Liens ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Trump Entertainment Resorts Inc., complained that the casino operator didn't give valid liens on so-called cage cash to funds affiliated with Carl Icahn, the dominant holder of $286 million in first-lien notes. According to Mr. Rochelle, the committee believes that New Jersey law doesn’t permit a lien on cage cash, which was $17.5 million at the onset of bankruptcy. Cage cash is money required by the state to be immediately available to pay gamblers' winnings, Mr. Rochelle explained. As previously reported by The Troubled Company Reporter, citing Bloomberg News, the committee asked permission from the court to sue a lender group led by Mr. Icahn, saying some of its claims on the casino company's assets aren't valid. The committee said a successful lawsuit could bring in "tens of millions" of dollars. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $286 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The Official Committee of Unsecured Creditors tapped Gibbons P.C. as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as its financial advisor. TRUMP ENTERTAINMENT: Taj Mahal Workers Protest Before Icahn ----------------------------------------------------------- Sara Randazzo, writing for Daily Bankruptcy Review, reported that a group of Atlantic City, N.J., casino workers rallied outside billionaire Carl Icahn's Manhattan office to protest benefit cuts made as part of a protracted battle to keep the Trump Taj Mahal from closing. According to the report, the employees lost their health-care and pension benefits at the beginning of the year following a bankruptcy judge's decision to let the Taj Mahal stop honoring the terms of a union contract that protects some 1,000 waitresses, bartenders, housekeepers and cooks at the beleaguered casino. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The Official Committee of Unsecured Creditors tapped Gibbons P.C. as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as its financial advisor. TRUMP ENTERTAINMENT: To Make Law on Labor-Contract Dispute ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a dispute involving two casinos in Atlantic City, New Jersey, owned by Trump Entertainment Resorts Inc. will produce the first appellate-level decision on a labor-law issue that has divided lower courts. The outcome, according to Mr. Rochelle, may mean some bankrupt companies can be stuck with onerous collective-bargaining agreements and forced to liquidate. Mr. Rochelle pointed out that lower courts in New York, New Jersey and Delaware disagree over whether a bankruptcy judge possesses the power to modify a labor contract that, by its terms, has already expired. Unite Here Local 54 asked the U.S. Court of Appeals for the Third Circuit to weigh an October decision by U.S. Bankruptcy Judge Kevin Gross in Wilmington, who, siding with the casino operator, claimed the power to reduce wages or benefits set out in expired contracts, the report related. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $286 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The Official Committee of Unsecured Creditors tapped Gibbons P.C. as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as its financial advisor. * * * Trump Entertainment Resorts, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a joint plan of reorganization, which is supported by First Lien Lenders led by Carl Icahn. Under the Plan, the First Lien Lenders have agreed in principal to receive the new equity of Reorganized TER and provide $13.5 million to, among other things, repay obligations under the DIP Loan, pay certain administrative and priority claims, and finance the ongoing working capital and other general corporate purposes of the Reorganized Debtors. The First Lien Lenders will receive, in the aggregate, 100% of the shares of the New Common Stock to be issued by Reorganized TER on a fully diluted basis. Holders of General Unsecured Claims, estimated to total $212,000,000, will receive, in the aggregate, $1,000,000 and the litigation trust interests in full satisfaction of their claims. TRUSTMARK GROUP: A.M. Best Affirms 'bb' Debt Rating --------------------------------------------------- A.M. Best Co. has affirmed the financial strength ratings of A- (Excellent) and the issuer credit ratings (ICR) of "a-" of Trustmark Insurance Company, Trustmark Life Insurance Company (Trustmark Life) (both domiciled in Lake Forest, IL) and Trustmark Life Insurance Company of New York (Trustmark Life NY) (Albany, NY) (collectively referred to as Trustmark). Concurrently, A.M. Best has affirmed the ICR of "bbb-" of the holding company, Trustmark Group, Inc. (TGI) and the debt rating of "bb" on $75 million floating rate trust preferred securities, due 2035 ($39 million currently outstanding), issued by Trustmark Finance Trust I. The outlook for all ratings is stable. The ratings reflect Trustmark's successful exit from the fully insured major medical product line, trend of favorable earnings, solid risk-adjusted capitalization and diversity in product offerings. Trustmark exited the fully insured major medical product line at the end of 2014 and has successfully transitioned its small-group block of business to self-funding. Furthermore, the organization continues to expand its small-group medical stop-loss products into additional states. Trustmark has reported consistent profitability, which has allowed the organization to maintain solid risk-adjusted capitalization levels, although earnings have been partially offset by dividend payments to the parent organization. Trustmark has product diversity through its voluntary and small-group, self-funded medical insurance product offerings and through its non-insurance operations, which include benefit administration and wellness offerings. Offsetting these positive factors is the challenging operating environment, which includes an increasing number of competitors and the pressures of the economic environment. Furthermore, the small-group, self-funded product operates with narrow margins and competition consisting of larger carriers, some of which have their own networks. TGI's debt-to-capital ratio is approximately 12%, which is considered low, and the group maintains ample interest coverage. A.M. Best believes that positive rating movement for Trustmark is unlikely in the near to medium term. Factors that could result in negative rating actions include adverse trends in capital and/or lack of profitable growth in its core lines of business. VAIL LAKE: Plan Confirmation Hearing Slated for March 12 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California approved the adequacy of the disclosure statement explaining the Chapter 11 plan of liquidation of Vail Lake Rancho California LLC and its debtor-affiliates. A confirmation hearing is set for March 12, 2015, at 10:30 a.m. The Court set Feb. 19, 2015, at 5:00 p.m. as deadline for creditors to cast their votes to accept or reject the Debtors' plan. All ballots must be received by that date and time, and must be sent to Michael Lauter of Sheppard Mullin Richter & Hampton LLP. Objections, if any, are also due on Feb. 19, 2015. In addition, the Court required the Debtors to submit a tabulation of the ballots and its summary by Feb. 26, 2015. About Vail Lake Vail Lake Rancho California, LLC, and its affiliates own the California campground Vail Lake Resort. Vail Lake is a large reservoir in western Riverside County, California, located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles east of Temecula, California. Properties cover approximately 9,000 acres and have an estimated water storage capacity of approximately 51,000 acre-feet. On Dec. 26, 2012, creditors of Vail Lake filed an involuntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail Lake. In a filing on June 6, 2013, the Debtor said it consents to the entry of an order for relief and does not contest the involuntary Chapter 11 petition. On June 5, 2013, the company sent 5 related entities -- Vail Lake USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational Management, LLC -- to Chapter 11 bankruptcy. The new debtors have sought and obtained an order for joint administration of their Chapter 11 cases with Vail Lake Rancho (Case No. 12-16684). The Debtors are represented by attorneys at Cooley LLP and Phillips, Haskett & Ingwalson, A.P.C. The Debtor also employed Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank serving as the Debtors' chief restructuring officer. Lee & Associates Commercial Real Estate Services is the real estate brokers of the Debtors. The Debtors' consolidated assets, as of May 31, 2013, total $291,016,000 and liabilities total $52,796,846. VANTAGE DRILLING: Bank Debt Trades at 24% Off --------------------------------------------- Participations in a syndicated loan under which Vantage Drilling Co. is a borrower traded in the secondary market at 75.8 cents-on-the-dollar during the week ended Friday, Jan. 30, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 2.12 percentage points from the previous week, The Journal relates. The Company pays 400 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 25, 2017, and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended Friday among the 186 loans with five or more bids. All loans listed are B-term, or sold to institutional investors. VERITEQ CORP: Sells $47,500 Promissory Note to Magna Equities ------------------------------------------------------------- VeriTeQ Corporation entered into a securities purchase agreement on Jan. 28, 2015, with Magna Equities II, LLC, an accredited investor, pursuant to which the Company issued and sold to Magna a convertible promissory note, bearing interest at 12% per annum in the principal amount of $47,500. In accordance with the terms of the SPA, the Company agreed to pay the Lender's expenses associated with the transaction in the amount of $2,500. As a result, the Company realized net proceeds from the sale of the Note in the amount of $45,000, which is to be used for general corporate purposes. The Note can be prepaid, at a redemption premium of 50%, until 90 days following the issuance date of the Note, after which the Company has no right of prepayment. The Note is convertible at a price per share equal to the lesser of (i) $0.015 per share or (ii) 60% of the average of the lowest three trading prices of the Company's common stock during the 10 trading days prior to conversion. If, at any time when the Note is outstanding, the Company issues or sells, or is deemed to have issued or sold, any shares of its common stock in connection with a subsequent placement for no consideration or for a consideration per share that is less than the conversion price on the date of issuance or based on a variable price formula that is more favorable to the Lender than the foregoing variable conversion price formula, then the conversion price will be reduced to the amount of the consideration per share received for such issuance or the conversion price will be adjusted to match the Alternative Variable Price Formula. Meanwhile, on Jan. 23, 2015, the Company borrowed $45,000 from its Chairman and Chief Executive Officer, Scott R. Silverman, as evidenced by a promissory note. The Silverman Note is payable on demand and bears interest at a rate of 5% per annum. On Jan. 28, 2015, Ambassador Ned L. Siegel resigned as a member of the Company's Board of Directors. Ambassador Siegel's resignation did not involve any disagreement on any matter related to the Company's operations, policies or practices, according to a regulatory filing with the U.S. Securities and Exchange Commission. About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ -- http://www.veriteqcorp.com/-- offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. Veriteq Corporation reported a net loss of $15.07 million on $18,000 of sales for the year ended Dec. 31, 2013, as compared with a net loss of $1.60 million on $0 of sales for the year ended Dec. 31, 2012. As of Sept. 30, 2014, the Company had $6.77 million in total assets, $14.0 million in total liabilities, and a $7.18 million stockholders' deficit. EisnerAmper LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring net losses, and at Dec. 31, 2013, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. VIVA INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: VIVA Investments Limited Liability Company 5002 Elpine Way Palm Beach Gardens, FL 33418 Case No.: 15-11753 Chapter 11 Petition Date: January 29, 2015 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Paul G. Hyman, Jr. Debtor's Counsel: Aaron A Wernick, Esq. FURR & COHEN 2255 Glades Rd # 337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 Email: awernick@furrcohen.com Total Assets: $1.19 million Total Liabilities: $1.95 million The petition was signed by Sriram Srinivasan, manager. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb15-11753.pdf WAFERGEN BIO-SYSTEMS: AWM Reports 23.9% Stake as of Dec. 31 ----------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Austin W. Marxe, David M. Greenhouse, and Adam Stettner disclosed that as of Dec. 31, 2014, they ceased to own any shares of common stock of WaferGen Bio-systems, Inc. The reporting persons previously held 2,800,000 shares of common stock of WaferGen Bio-systems representing 44.2 percent of the shares outstanding at Aug. 31, 2014. Special Situations Fund III QP, L.P., Special Situations Private Equity Fund, L.P., and Special Situations Life Sciences Fund, hold shares of Common Stock and Warrants of the Issuer. AWM Investment Company, Inc., the investment adviser to the Funds, holds the power to vote and the power to dispose of the Shares held by each of the Funds. While the Shares held by each of the Funds were previously reported by Marxe, Greenhouse and Stettner, owners of AWM, on Schedule 13D, reference should be made to AWM for any future filings with the Securities and Exchange Commission relating to the Shares held by each of the Funds. A copy of the regulatory filing is available for free at http://is.gd/g8oysX In a separate filing, AWM Investment Company disclosed that as of Dec. 31, 2014, it beneficially owned 1,400,000 shares of common stock of Wafergen Bio-Systems Inc. representing 23.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/Hne6Hk About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen reported a net loss attributable to common stockholders of $17.7 million in 2013, following a net loss attributable to common stockholders of $8.97 million in 2012. SingerLewak LLP, in San Jose, 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 operating losses and negative cash flows from operating activities since inception which raise substantial doubt about the Company's ability to continue as a going concern. WAFERGEN BIO-SYSTEMS: Plans to Offer $30 Million Securities ----------------------------------------------------------- Wafergen Biosystems, Inc., filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to common stock, preferred stock, debt securities, warrants, and units consisting of common stock, preferred stock, debt securities and warrants or any combination of these securities, that the Company may sell from time to time in one or more offerings up to a total public offering price of $30.0 million on terms to be determined at the time of sale. The Company said it will provide specific terms of these securities in supplements to this prospectus. The Company's common stock is traded on the Nasdaq Capital Market under the symbol "WGBS." As of Jan. 23, 2015, the aggregate market value of the Company's outstanding common stock held by non-affiliates was $13.1 million based on 5,659,768 shares of outstanding common stock, of which 4,236,370 shares are held by non-affiliates, and a per share price of $3.10 which was the closing sale price of the Company's common stock as quoted on the Nasdaq Capital Market on Jan. 23, 2015. A full-text copy of the Form S-1 prospectus is available at: http://is.gd/Axy4lD About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen reported a net loss attributable to common stockholders of $17.7 million in 2013, following a net loss attributable to common stockholders of $8.97 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $23.5 million in total assets, $6.42 million in total liabilities and $17.08 million in total stockholders' equity. SingerLewak LLP, in San Jose, 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 operating losses and negative cash flows from operating activities since inception which raise substantial doubt about the Company's ability to continue as a going concern. WALKER LAND: Wants Continued Use of Cash Collateral Until March --------------------------------------------------------------- Walker Land & Cattle, LLC, is asking the Bankruptcy Court for authorization to continue using cash collateral until May 15, 2015. On Jan. 20, 2015, the Debtor submitted corrections to the motion to continue use of cash collateral, stating that, among other things, Paragraph No. 7 of the motion currently reads that the Debtor seeks a Court order allowing the "use of cash collateral from Feb. 1, 2015, through May 15, 2015." The corrected line must read "use of cash collateral from Feb. 1, 2015 through March 15, 2015." These parties assert interest in the Debtor's cash collateral: 1. Wells Fargo Bank asserts $20,988,377 from POC 56; 2. Rabo Agrifinance asserts $11,320,284 from POC 60-64; and 3. Commercial Credit Group, Inc. asserts $194,041 from POC 35; 4. CHS Capital, LLC. On April 25, 2014, the Court entered a final order authorizing use of cash collateral until Jan. 31, 2015. According to the Debtor, it would use the cash collateral for its farming operations pending a final determination regarding the ongoing confirmation hearing, and a final order confirming one of the proposed plans. The Debtor is represented by: Robert J. Maynes, Esq. Stephen K. Madsen, Esq. MAYNES TAGGART PLLC 525 S. Park Ave., Suite 2E P.O. Box 3005 Idaho Falls, ID 83403 Tel: (208) 552-6442 Fax: (208) 524-6095 E-mail: mayneslaw@hotmail.com skmadsen.mayneslaw@gmail.com About Walker Land & Cattle, LLC Walker Land & Cattle, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on Nov. 15, 2013. The case is assigned to Judge Jim D. Pappas. The petition was signed by Roland N. (Rollie) Walker, manager. The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart, PLLC, in Idaho Falls, Idaho. The Debtor reported $72.7 million in total assets and $46.3 million in liabilities. The U.S. Trustee for Region 18 has appointed an official committee of unsecured creditors in the case. The Committee is represented by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at Davidson Backman Medeiros PLLC, in Spokane, Washington. Secured creditor, Wells Fargo Bank, is represented by Larry E. Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in Boise, Idaho. Wells Fargo and the Debtor have filed competing Chapter 11 plans. Wells Fargo is proposing a plan of liquidation while the Debtor is seeking approval of a reorganization plan. WALLDESIGN INC: Centex Homes Wins Relief From Stay -------------------------------------------------- U.S. Bankruptcy Judge Catherine Bauer granted Centex Homes relief from the automatic stay as to Walldesign, Inc., and its bankruptcy estate. The Court has considered the motion at a hearing held Jan. 7, 2015. Centex Homes is authorized to proceed in the nonbankruptcy forum to final judgment (including any appeals) in accordance with applicable nonbankruptcy law. Centex Homes is permitted to enforce its final judgment only by collecting upon any available insurance in accordance with applicable nonbankruptcy law. The motion was unopposed. As reported in the Troubled Company Reporter on Jan. 6, 2015, Centex said its claims arise under non-bankruptcy law and can be most expeditiously resolved in the non-bankruptcy forum. Centex seeks recovery only from applicable insurance, if any, and waives any deficiency or other claim against the Debtor or property of the Debtor's bankruptcy estate. About Walldesign Walldesign Inc., incorporated in 1983, installs drywall, insulation, plaster and provides related services to single and multi-family construction projects throughout California, Nevada and Arizona. Walldesign, based in Newport Beach, California, said the global credit crisis that occurred in the third quarter of 2008 had a severe negative impact on its business: capital for construction projects dried up, buyers vacated the market for new homes and profit margins on new jobs eroded. Cash flow problems slowed payments to vendors, precipitating collection lawsuits forcing it to seek Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-10105) on Jan. 4, 2012. The Debtor estimated $10 million to $50 million in assets and debt. Marc J. Winthrop, Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop Couchot, serve as the Debtor's counsel. Brian Weiss of BSW & Associates serve as the Debtor's chief restructuring officer. The official committee of unsecured creditors tapped Jones Day as its counsel. The Court confirmed the plan of liquidation of Walldesign on July 30, 2014. The liquidation plan was jointly proposed by the company and the unsecured creditors' committee. The plan calls for the liquidation of Walldesign's assets and payments to holders of administrative claims and other creditors entitled to distributions of all cash on hand well as net proceeds realized from the litigation of claims held by the estate and liquidation of other assets. WALLDESIGN INC: Joint Plan of Liquidation Declared Effective ------------------------------------------------------------ Walldesign, Inc., and the Unsecured Creditors' Committee notified the Bankruptcy Court that the Effective Date of the Plan of Liquidation is established as Jan. 2, 2015. In this relation, pursuant to Article 3.1.2 of the Plan, the deadline to file supplemental administrative claims is Feb. 2, 2015. Pre-Effective Date professionals have until Feb. 15, 2015, to seek an award with respect to a Pre-Effective Date professional fee claim for allowance of compensation for services rendered and reimbursement of expenses incurred through the Effective Date. As reported in the Troubled Company Reporter on Sept. 1, 2014, the Court confirmed the plan of liquidation of Walldesign, Inc. at the hearing held on July 30. The liquidation plan jointly proposed by the company and the unsecured creditors' committee was confirmed four months after the court approved the outline of the plan or the so-called disclosure statement on April 18. The plan calls for the liquidation of Walldesign's assets and payments to holders of administrative claims and other creditors entitled to distributions of all cash on hand as well as net proceeds realized from the litigation of claims held by the estate and liquidation of other assets. Under the plan, a liquidation trust will be created to prosecute causes of action. Proceeds realized from the litigation or settlement of causes of action will be used to pay claims approved by the court. Priority non-tax claims will be paid in full and any remaining amount will be distributed on a pro rata basis to general unsecured creditors until they are fully paid. The majority of Walldesign's creditors entitled to vote accepted the plan, court papers show. Class 5, which is comprised of holders of priority non-tax claims, cast two ballots accepting the plan. Meanwhile, six ballots were cast by creditors holding Class 6 general unsecured claims. One ballot in the amount of $78,988 rejected the liquidation plan while the five other ballots in the aggregate amount of $3.37 million accepted the plan. One more ballot was cast accepting the plan but it wasn't counted since the general unsecured creditor didn't file a proof of claim and wasn't listed in the company's schedules of assets and liabilities. No ballots were cast by creditors holding Class 7 subordinated claims and Class 4 secured claims. Class 4 is comprised of claims asserted by secured creditors other than Comerica Bank, VFS and Bello Construction, according to court filings. About Walldesign Walldesign Inc., incorporated in 1983, installs drywall, insulation, plaster and provides related services to single and multi-family construction projects throughout California, Nevada and Arizona. Walldesign, based in Newport Beach, California, said the global credit crisis that occurred in the third quarter of 2008 had a severe negative impact on its business: capital for construction projects dried up, buyers vacated the market for new homes and profit margins on new jobs eroded. Cash flow problems slowed payments to vendors, precipitating collection lawsuits forcing it to seek Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-10105) on Jan. 4, 2012. The Debtor estimated $10 million to $50 million in assets and debt. Marc J. Winthrop, Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop Couchot, serve as the Debtor's counsel. Brian Weiss of BSW & Associates serve as the Debtor's chief restructuring officer. The official committee of unsecured creditors tapped Jones Day as its counsel. The Court confirmed the plan of liquidation of Walldesign on July 30, 2014. The liquidation plan was jointly proposed by the company and the unsecured creditors' committee. The plan calls for the liquidation of Walldesign's assets and payments to holders of administrative claims and other creditors entitled to distributions of all cash on hand well as net proceeds realized from the litigation of claims held by the estate and liquidation of other assets. WALTER ENERGY: CEO Madden to Receive $400,000 Cash Award -------------------------------------------------------- Walter Energy, Inc., entered into an award agreement with Michael T. Madden, the Company's senior vice president and chief commercial officer and a current named executive officer of the Company. According to a regulatory filing with the U.S. Securities and Exchange Commission, the terms of the Award Agreement provide that Mr. Madden will receive a cash award of $400,000, or approximately 1.0x his current base salary, to be paid by the Company to Mr. Madden on the effective date of the Award Agreement. The Award is intended to recognize Mr. Madden's excellent individual performance and to retain his service for three full years in a challenging environment. Under the terms of the Award Agreement, Mr. Madden will be required to repay the full gross amount of the Award to the Company if his employment with the Company is terminated by him without good reason (as defined in the Award Agreement), which would include a retirement by him without good reason, or by the Company for cause (as defined in the Award Agreement) prior to the third anniversary of the effective date of the Award Agreement. About Walter Energy Walter Energy is a leading, publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to high-growth steel markets in Asia, South America and Europe. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,900 employees with operations in the United States, Canada and United Kingdom. The Company's balance sheet at Sept. 30, 2014, showed $5.64 billion in total assets, $5.18 billion in total liabilities and $455 million in total stockholders' equity. * * * As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings Services said it raised its corporate credit rating on Birmingham, Ala.-based Walter Energy to 'CCC+' from 'SD'. S&P believes the company's capital structure is likely unsustainable in the long-term absent an improvement in met coal prices. The TCR reported on July 10, 2014, that Moody's downgraded the Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'. "The downgrade in the corporate family rating reflects the anticipated deterioration in performance, increased cash burn and increase in leverage, given the recent met coal benchmark settlement of $120 per tonne for high quality coking coal and our expectation that meaningful recovery in metallurgical coal markets is twelve to eighteen months away." WAVE SYSTEMS: Completes $3.6 Million Stock Offering --------------------------------------------------- Wave Systems Corp. sold to investors 5,513,044 shares of its Class A common stock at a price of $0.65 per share, yielding gross proceeds of approximately $3.58 million. Investors in the offering will also receive five-year warrants to purchase an aggregate of 2,205,216 shares of Wave's Class A common stock for $0.70 per share. The net proceeds of the financing will be used to fund Wave's ongoing operations. Security Research Associates acted as placement agent in connection with the offering. In connection with the offering, Wave paid the Placement Agent a cash fee of approximately $215,000, equal to 6% of the gross proceeds paid to Wave in connection with the offering as well as the issuance of warrants to purchase up to 330,783 Common Shares. The warrants issued to the Placement Agent are exercisable for three years beginning on the six-month anniversary of the date of issuance. About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. Wave Systems reported a net loss of $20.3 million in 2013, a net loss of $34 million in 2012 and a net loss of $10.8 million in 2011. KPMG LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that Wave Systems Corp. has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. WEST CORP: Posts $48.3 Million Net Income in Fourth Quarter ----------------------------------------------------------- West Corp. reported net income $48.3 million on $716 million of consolidated revenue for the three months ended Dec. 31, 2014, compared to net income of $50.3 million on $688 million for the three months ended Dec. 31, 2013. For the 12 months ended Dec. 31, 2014, the Company reported net income of $158 million on $2.79 billion of consolidated revenue compared to net income of $143 million on $2.68 billion of consolidated revenue during the prior year. As of Dec. 31, 2014, the Company had $3.81 billion in total assets, $4.47 billion in total liabilities and a $660 million in stockholders' deficit. At Dec. 31, 2014, West Corporation had cash and cash equivalents totaling $115 million and working capital of $370 million. "In 2014, we delivered on our operational goals by achieving our revenue guidance, positioning the company for a reacceleration of growth and effectively deploying our capital," said Tom Barker, chairman and chief executive officer of West Corporation. "We began 2015 by announcing the divestiture of several of our agent services businesses which should result in a faster growing, more profitable and ultimately more valuable company." On Jan. 7, 2015, the Company announced it had entered into a definitive agreement to sell several of its agent services businesses to Alorica Inc. for approximately $275 million in cash. The businesses being sold are reflected as discontinued operations in the Company's consolidated financial statements. The sale is expected to close in the first quarter of 2015, subject to regulatory approvals and other customary closing conditions. A full-text copy of the press release is available for free at: http://is.gd/F8KIfI About West Corporation Omaha, Neb.-based West Corporation is a global provider of communication and network infrastructure solutions. West helps manage or support essential enterprise communications with services that include conferencing and collaboration, public safety services, IP communications, interactive services such as automated notifications, large-scale agent services and telecom services. West Corp posted net income of $143 million in 2013 as compared with net income of $126 million in 2012. * * * As reported by the TCR on June 21, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on West Corp. to 'BB-' from 'B+'. The upgrade reflects Standard & Poor's view that lower debt leverage and a less aggressive financial policy will strengthen the company's financial profile. In the April 4, 2013, edition of the TCR, Moody's Investor Service upgraded West Corporation's Corporate Family Rating to 'B1' from 'B2'. "The CFR upgrade to B1 reflects West's shift to a more conservative capital structure and financial policies as a publicly owned company," stated Moody's analyst Suzanne Wingo. WESTMORELAND COAL: Upsizes Term Loan by $75 Million --------------------------------------------------- Westmoreland Coal Company announced that, effective as of Jan. 22, 2015, it has amended its term loan credit agreement with the Bank of Montreal, as administrative agent, to increase Westmoreland's term loan by $75 million, for an aggregate principal term loan amount of $425 million. The amendments to the Credit Agreement were made in connection with Westmoreland's recently completed acquisition of Buckingham Coal Company, LLC, and further provide that the additional $75 million term loan will be governed by the terms and conditions of the Credit Agreement. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal incurred a net loss applicable to common shareholders of $6.05 million in 2013, a net loss applicable to common shareholders of $8.58 million in 2012 and a net loss applicable to common shareholders of $34.5 million in 2011. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. YELLOWSTONE MOUNTAIN: Blixseth Must Explain Where $13.8M Went ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge Sam E. Haddon in Butte, Montana, said that Timothy Blixseth, the former owner of the bankrupt Yellowstone Mountain Club LLC, can avoid being jailed again for civil contempt if he files papers by Feb. 6 fully explaining what happened to $13.8 million in proceeds from the sale of a property in Mexico belonging to the resort. According to the report, in response to Judge Haddon's order directing Mr. Blixseth to produce a laundry list of documents and accountings to avoid jail a second time, Mr. Blixseth, who was released from jail after being sent to prison for contempt, said he needs documents from people and banks in Mexico that he doesn’t control. The contempt case is Glasser v. Blixseth (In re Yellowstone Mountain Club LLC), 13-cv-00068, U.S. District Court, District of Montana (Butte). The contempt question before the appeals court was Blixseth v. U.S. District Court (In re Blixseth), 14-73950, U.S. Court of Appeals for the Ninth Circuit (San Francisco). About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. YMCA MILWAUKEE: Wins Court Approval of Reorganization Plan ---------------------------------------------------------- The YMCA of Metropolitan Milwaukee on Jan. 30 disclosed that the United States Bankruptcy Court for the Eastern District of Wisconsin has confirmed the Milwaukee Y's plan of reorganization. The organization voluntarily filed for Chapter 11 in June 2014 in order to have a protective forum in which to finalize and implement its restructuring plan, including the resolution of its remaining debts. Its formal plan of reorganization, which was filed with the court on November 30, 2014 and amended on Dec. 17, 2014, received the full consensual support from all of the organization's major creditors. The confirmation effectively clears the way for the Milwaukee Y to emerge from Chapter 11 immediately. "Since announcing our plans to restructure the Milwaukee Y in June, we have made substantial progress towards our goal of establishing a stronger, more focused, more sustainable non-profit organization," said Julie Tolan, President and Chief Executive Officer of the YMCA of Metropolitan Milwaukee. "Throughout the restructuring process, we have taken the necessary -- albeit at times difficult -- actions to address our financial and operating challenges, including reducing the size and scope of our organization, establishing a more rationalized revenue model, realigning our staffing and negotiating the repayment of as much debt as possible. As a result, we are emerging from Chapter 11 a stronger, more focused, debt-free organization that is now realigned for greater community impact." Among other things, the Milwaukee Y's restructuring process included: -- The sale or eventual sale of over 70% of the Y's owned properties -- The regrettable closing of the South Shore Y after no buyer could be found -- The sale of the Milwaukee Y's former charter school, the Young Leaders Academy -- Transferring select programs to organizations better-equipped to run them long-term -- Finalizing the difficult process of reducing staff by 55% to better align with its smaller footprint -- Beginning to selectively rebuild the leadership team to help drive future revenue growth, especially in the areas of sales and development/donor relations -- Negotiating the distribution of available sale proceeds, cash and assets to repay as much debt as possible, while preserving a viable go-forward financial and operating model As announced in June, the Milwaukee Y's smaller, more sustainable go-forward footprint includes: -- Downtown YMCA, located at 161 W. Wisconsin Ave. -- Northside YMCA, located at 1350 W. North Ave. Northwest YMCA (formerly the John C. Cudahy YMCA), located at 9050 N. Swan Rd. -- Parklawn YMCA, located at 4340 N. 46th St. -- Rite-Hite Family YMCA, located at 9250 N. Green Bay Rd. -- Camp Minikani, located on the shores of Lake Amy Belle in Hubertus, Wis. "All of us at the Y are very grateful for the incredible support and sacrifice made by so many to ensure the Y's survival," continued Ms. Tolan. "While there is no doubt the path to this moment was paved with a number of challenges, we are keenly aware that our creditors, employees, members, benefactors, partners and others throughout the community truly stepped up in order to help us save this 150-year-old institution. We pledge to be effective stewards of that goodwill as we now focus our work to champion families in their efforts to lead healthy, productive lives." Moving forward, the Milwaukee Y will employ more of a traditional non-profit model with smaller margins and a larger reliance on program revenue, philanthropy and support, versus primarily relying on revenue from membership fees. The organization will be transitioning away from programs and services not core to its mission, and instead refocusing its work in the areas of health and wellness and non-academic youth development, including: -- Swim education, including identifying ways to bring swim education into existing pool facilities in the community so more young people and their families learn this critical skill; -- Corporate and community wellness that benefits businesses and other community organizations through a dedicated emphasis on healthy eating, group exercise, LiveSTRONG, and other programming that improves healthy outcomes and aids in the prevention of chronic disease; -- Programming, such as Silver Sneakers, that enriches the lives of our seniors through exercise and vital social connections; -- Before and after school education both at the Y's existing facilities but also expanded through new partnerships with public and private schools in order to benefit more working families; -- Early childhood education, so more infants and toddlers throughout Milwaukee can benefit from the social and emotional development, self-discovery and experiential learning so vital to life-long learning; -- Camps, including expanding the number and reach of day camps throughout the Milwaukee area as well as bringing the rich traditions of Camp Minikani out into the community. Fundamentally, the Milwaukee Y will be a champion for healthy living and support families in their efforts to lead healthy lives. And the Y will do that in partnership with many others, including the City, the County, schools, other non-profits and other community leaders in order to increase effectiveness and have a greater impact. About YMCA Milwaukee The Young Men's Christian Association of Metropolitan Milwaukee, Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014. YMCA Milwaukee, which has more than 100,000 members using its centers and camps, plans to sell a majority of its owned real estate to help pay down $29 million in debt. YMCA Milwaukee estimated $10 million to $50 million in both assets and liabilities. YMCA Academy estimated $100,000 to $500,000 in both assets and liabilities. The formal schedules of assets and liabilities are due June 18, 2014. The cases are assigned to Judge Susan V. Kelley. The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz, Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel. The Debtors have engaged Ernst & Young LLP as their financial advisors, and Reputation Partners, L.L.C. as their public relations advisors. The Debtors have also tapped Fox, O'Neill & Shannon, S.C. as their special counsel for real estate matters. On June 30, 2014, the Official Committee of Unsecured Creditors won approval to retain Goldstein & McClintock LLLP as its counsel, provided that the G&M attorney who had represented the BMO participant may not participate in representation of the Committee. The Committee also won approval to hire Navera Group, LLC as financial advisors. [*] Auto Makers Recalling 2.12-Mil. Cars, SUVs Over Air Bags ------------------------------------------------------------ Mike Spector, writing for The Wall Street Journal, reported that Honda Motor Co., Toyota Motor Corp., and Fiat Chrysler Automobiles NV are recalling more 2.12 million older-model vehicles to address air bags that can deploy inadvertently because of an electronic part supplied by TRW Automotive Holdings Corp., federal regulators in the U.S. said, despite earlier repairs that were supposed to fix the problem. According to the report, the recalled vehicles include roughly a million 2003-2004 Pontiac Vibe, Dodge Viper and Toyota Corolla, Matrix and Avalon cars; 750,000 2002-2003 Jeep Liberty and 2002-2004 Grand Cherokee SUVs; and 370,000 2003-2004 Honda Odyssey minivans and 2003 Acura MDX SUVs, the NHTSA said. [*] Court Approval Required for Mediation, Texas Judge Says ----------------------------------------------------------- Law360 reported that a Texas bankruptcy judge ruled that mediators get no exception from rules requiring court approval for the hiring of "professionals," especially because mediators are often ex-judges whose participation could otherwise look like cronyism. According to the report, U.S. Bankruptcy Judge Jeff Bohm in Texas ruled on the unapproved use and proposed payment of a mediator -- a situation he said appears not to have been directly touched on in case law. [*] Schulte Roth Adds Leading Litigators to Washington Office ------------------------------------------------------------- Schulte Roth & Zabel LLP announced the addition of leading litigators Adam S. Hoffinger as partner and Robert A. Salerno as special counsel, resident in the firm's Washington, D.C. office. Mr. Hoffinger will co-chair the firm's White Collar Defense & Government Investigations Group, along with Barry A. Bohrer, a partner in the New York office. Mr. Hoffinger and Mr. Salerno come to SRZ from Morrison & Foerster LLP. Mr. Hoffinger has extensive experience counseling corporations and individuals in compliance matters, internal investigations, and congressional and regulatory matters. He has defended numerous high-ranking executives and general counsel from some of the world's largest companies, as well as high-profile staff and members of the Senate, Congress, White House and various government agencies faced with federal and state criminal investigations and indictments. He has also represented corporations and individuals in high-stakes litigation. A former Assistant U.S. Attorney for the Southern District of New York, Mr. Hoffinger received the Director's Award for Superior Performance from the U.S. Department of Justice ("DOJ") and he is a Fellow of the American College of Trial Lawyers. At SRZ, he will focus on complex civil and white collar criminal matters, including securities, health care, the False Claims Act ("qui tam"), the Foreign Corrupt Practices Act, export controls, money laundering, tax, antitrust and bankruptcy. Mr. Salerno has represented corporations and individuals in investigations conducted by the DOJ, inspectors general and other federal enforcement agencies, as well as in the parallel civil and administrative proceedings that often accompany white collar criminal matters. He has also litigated and tried a wide variety of commercial disputes. In November 2014, he was nominated by President Obama to be a judge on the D. C. Superior Court. He also serves as a Hearing Committee Chair for the D. C. Board on Professional Responsibility. At SRZ, Mr. Salerno will focus his practice on white collar defense and complex commercial litigation. "Consolidation of our extensive white collar defense and government investigations talent is a strategic priority for the firm, and Adam and Bob's addition presents the perfect platform to accomplish this goal," said Alan S. Waldenberg, chair of the firm's Executive Committee and chair of the Tax Group. The SRZ Washington, D.C. office, opened in 2008, is known for its top securities litigation, regulatory representation, government investigations and white collar criminal defense practices. The addition of Messrs. Hoffinger and Salerno expands SRZ's deep bench of lawyers who represent businesses and individuals in white collar and government enforcement matters. A significant group of SRZ litigation partners and counsel have represented clients in many recent high-profile white collar matters and in various stages of government investigations. Those with past government experience, as well, include: Martin L. Perschetz, co-chair of the Litigation Group, senior partner and formerly an Assistant U.S. Attorney and Chief of the Major Crimes Unit for the Southern District of New York; Howard Schiffman, co-chair of the Litigation Group, senior partner and formerly an SEC Division of Enforcement trial attorney; Barry A. Bohrer, co-chair of the White Collar Defense & Government Investigations Group, partner and formerly an Assistant U.S. Attorney, Chief Appellate Attorney and Chief of the Major Crimes Unit for the Southern District of New York; Lisa A. Prager, partner and formerly an Assistant U.S. Attorney for the District of Columbia and Deputy Assistant Secretary for Export Enforcement for the U.S. Department of Commerce; Gary Stein, partner and formerly an Assistant U.S. Attorney and Chief Appellate Attorney for the Southern District of New York; Peter H. White, partner and formerly an Assistant U.S. Attorney for the District of Columbia and for the Eastern District of Virginia; Betty Santangelo, formerly an Assistant U.S. Attorney for the Southern District of New York; Seetha Ramachandran, special counsel and formerly a Deputy Chief of the Asset Forfeiture & Money Laundering Section, Criminal Division of the DOJ and an Assistant U.S. Attorney for the Southern District of New York; and Michael L. Yaeger, special counsel and formerly an Assistant U.S. Attorney for the Eastern District of New York. "We are very excited to have Adam and Bob join our team," said Robert M. Abrahams, co-chair of SRZ's Litigation Group. "Bringing a wealth of experience, they will enhance, in D.C. and firm-wide, the robust litigation practice for which our firm is known." Commenting on their move, Mr. Hoffinger said, "We are extremely fortunate to join a firm with such a stellar reputation in the legal community, a roster of highly experienced and regarded litigators and former prosecutors, and to have the opportunity to expand its formidable footprint in litigation, white collar defense and government investigations." Mr. Hoffinger also serves as an adjunct professor at George Washington University Law School and has been an instructor at Georgetown University Law Center's National Institute of Trial Advocacy since 1992. He received his J.D. from Fordham University School of Law and a B.A. from Trinity College. Mr. Salerno received his J.D. from the University of Virginia School of Law and graduated, with honors, from Brown University. About Schulte Roth & Zabel LLP Schulte Roth & Zabel LLP -- http://www.srz.com/-- is a full-service law firm with offices in New York, Washington, D.C. and London. As one of the leading law firms serving the financial services industry, the firm regularly advises clients on corporate and transactional matters, as well as providing counsel on regulatory, compliance, enforcement and investigative issues. The firm's practices include: bank regulatory; bankruptcy & creditors' rights litigation; business reorganization; complex commercial litigation; distressed debt & claims trading; distressed investing; education law; employment & employee benefits; energy; environmental; finance; financial institutions; individual client services; insurance; intellectual property, sourcing & technology; investment management; litigation; mergers & acquisitions; PIPEs; private equity; real estate; real estate capital markets & REITs; real estate litigation; regulatory & compliance; securities & capital markets; securities enforcement; securities litigation; shareholder activism; structured products & derivatives; tax; trading agreements; and white collar defense & government investigations. [^] BOND PRICING: For The Week From January 26 to 30, 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 27.500 6/1/2019 Alpha Natural Resources Inc ANR 9.750 34.900 4/15/2018 Alpha Natural Resources Inc ANR 3.750 34.000 12/15/2017 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 37.000 9/1/2019 American Eagle Energy Corp AMZG 11.000 36.750 9/1/2019 Arch Coal Inc ACI 7.000 24.990 6/15/2019 Arch Coal Inc ACI 7.250 23.500 6/15/2021 Arch Coal Inc ACI 7.250 25.373 10/1/2020 Arch Coal Inc ACI 9.875 30.020 6/15/2019 BPZ Resources Inc BPZ 8.500 31.625 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 18.750 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 21.250 2/1/2016 Caesars Entertainment Operating Co Inc CZR 12.750 18.750 4/15/2018 Caesars Entertainment Operating Co Inc CZR 6.500 25.254 6/1/2016 Caesars Entertainment Operating Co Inc CZR 5.750 25.000 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 18.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 18.875 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.750 8.750 2/1/2016 Caesars Entertainment Operating Co Inc CZR 10.000 18.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 18.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 20.625 2/1/2016 Caesars Entertainment Operating Co Inc CZR 10.000 18.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 18.500 12/15/2018 Cal Dive International Inc CDVI 5.000 10.000 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 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 43.000 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 43.250 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 43.250 11/15/2017 Dendreon Corp DNDN 2.875 66.000 1/15/2016 Endeavour International Corp END 12.000 36.000 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 30.875 3/1/2018 Endeavour International Corp END 12.000 30.875 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 9.438 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 3.914 8/15/2017 Exide Technologies XIDE 8.625 5.000 2/1/2018 Exide Technologies XIDE 8.625 6.500 2/1/2018 Exide Technologies XIDE 8.625 6.500 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 1.000 100.342 3/29/2018 Federal Farm Credit Banks FFCB 0.221 99.947 2/2/2018 Federal Farm Credit Banks FFCB 0.650 100.052 3/29/2017 Federal Farm Credit Banks FFCB 3.200 100.275 2/11/2028 Federal Home Loan Banks FHLB 0.850 100.000 5/11/2017 Federal Home Loan Banks FHLB 0.510 99.991 11/4/2016 Federal Home Loan Banks FHLB 1.900 99.850 11/27/2020 Federal Home Loan Mortgage Corp FHLMC 1.300 100.000 8/24/2018 Federal Home Loan Mortgage Corp FHLMC 1.100 100.000 2/12/2018 Federal Home Loan Mortgage Corp FHLMC 0.750 100.085 4/28/2017 Federal Home Loan Mortgage Corp FHLMC 0.670 100.000 2/6/2017 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GT Advanced Technologies Inc GTAT 3.000 45.200 10/1/2017 Goldman Sachs Group Inc/The GS 3.000 100.000 2/15/2026 Goodrich Petroleum Corp GDP 8.875 40.750 3/15/2019 Goodrich Petroleum Corp GDP 5.000 38.500 10/1/2032 Goodrich Petroleum Corp GDP 8.875 34.625 3/15/2019 Goodrich Petroleum Corp GDP 8.875 34.625 3/15/2019 Gymboree Corp/The GYMB 9.125 38.681 12/1/2018 Hercules Offshore Inc HERO 10.250 50.000 4/1/2019 Hercules Offshore Inc HERO 10.250 42.375 4/1/2019 James River Coal Co JRCC 3.125 0.356 3/15/2018 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 32.000 2/1/2016 MF Global Holdings Ltd MF 3.375 32.000 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Micron Technology Inc MU 5.250 100.125 8/1/2023 Molycorp Inc MCP 6.000 10.267 9/1/2017 Molycorp Inc MCP 3.250 29.750 6/15/2016 Molycorp Inc MCP 5.500 12.750 2/1/2018 Momentive Performance Materials Inc MOMENT 11.500 1.875 12/1/2016 NII Capital Corp NIHD 10.000 43.750 8/15/2016 NII Capital Corp NIHD 7.625 22.250 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 5.521 4/1/2016 Quicksilver Resources Inc KWK 9.125 5.050 8/15/2019 Quicksilver Resources Inc KWK 11.000 14.750 7/1/2021 RAAM Global Energy Co RAMGEN 12.500 41.050 10/1/2015 RadioShack Corp RSH 6.750 14.500 5/15/2019 RadioShack Corp RSH 6.750 15.125 5/15/2019 RadioShack Corp RSH 6.750 15.125 5/15/2019 Sabine Oil & Gas Corp SOGC 7.250 28.261 6/15/2019 Sabine Oil & Gas Corp SOGC 9.750 37.125 2/15/2017 Sabine Oil & Gas Corp SOGC 7.500 26.000 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 25.750 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 25.750 9/15/2020 Samson Investment Co SAIVST 9.750 31.250 2/15/2020 Saratoga Resources Inc SARA 12.500 36.750 7/1/2016 Savient Pharmaceuticals Inc SVNT 4.750 0.230 2/1/2018 Swift Energy Co SFY 7.125 40.500 6/1/2017 TMST Inc THMR 8.000 20.000 5/15/2013 TTX Co TTXCO 3.900 101.772 2/1/2045 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 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 15.750 4/1/2021 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 10.500 9.250 11/1/2016 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 10.500 7.625 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 8.125 11/1/2015 Tunica-Biloxi Gaming Authority PAGON 9.000 65.250 11/15/2015 Walter Energy Inc WLT 9.875 15.698 12/15/2020 Walter Energy Inc WLT 8.500 13.500 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 98.000 4/15/2015 Western Express Inc WSTEXP 12.500 94.625 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. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***