/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110926.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, September 26, 2011, Vol. 15, No. 267 Headlines 3POWER ENERGY: Posts $1.2 Million Net Loss in Q1 Ended June 30 AES THAMES: Settles $300 Million Utility Claims AVANTAIR INC: Incurs $10.77 Million Net Loss in Fiscal 2011 AXESSTEL INC: Five Directors Elected at Annual Meeting B&G GROUP: Case Summary & 20 Largest Unsecured Creditors BALTIMORE HOTEL: Moody's Lowers Rating on Revenue Bonds to 'Ba1' BANK OF THE COMMONWEALTH: Closed; Southern Bank Assumes Deposits BERNARD L. MADOFF: Judge Trims Trustee's Suit vs. Madoff Family BIG WHALE: Modifies Plan to Address Secured Creditor Objections BION ENVIRONMENTAL: Incurs $7 Million Net Loss in Fiscal 2011 BIONOL CLEARFIELD: Getty Tells Court to Stay Out of Dispute BPP TEXAS: Blasts Citizens Bank's Objections to Ch. 11 Plan BXP 1 LLC: Court Confirms Chapter 11 Plan CENTER COURT: Misses Deadlines, Case Dismissed by Judge CIRCLE ENTERTAINMENT: Borrows $750,000 from Directors, et al. CITIZENS BANK: Closed; Tri Counties Bank Assumes All Deposits CITIZENS REPUBLIC: William Fenimore Elected to Board of Directors COLUSA MUSHROOM: Court Dismissed Panel's Suit v. Counsel CORD BLOOD: Amends 20.6 Million Common Shares Offering CREATIVE VISTAS: Inks Stock Purchase Agreement with Cancable CUMULUS MEDIA: Completes Acquisition of Citadel CUMULUS MEDIA: Amends 28.8 Million Common Shares Offering CYBERDEFENDER CORP: Receives Non-Compliance Notice from Nasdaq DESERT OASIS: Can Hire Swecker & Company as Accountants DIGITILITI INC: Signs $1.5MM Notes & Warrants Purchase Agreement DRYSHIPS INC: To Distribute Ocean Rig Shares as Part of Spin Off ENCINO CORPORATE: Has Until Nov. 16 to Propose Chapter 11 Plan EQUIPOWER RESOURCES: Moody's Affirms Ba3 Rating on Facilities F H HAMMERSEN: Case Summary & 2 Largest Unsecured Creditors FIRST PHYSICIANS: Completes $1.5-Mil. Bridge Note Financing FNBH BANCORP: Reports $76,900 Profit in Second Quarter GALP WATERS: Files Schedules of Assets and Liabilities GARRISON INT'L: $17MM Suit Filed in Quebec re Garrison Asia GATEWAY AT MOUNTAIN: Voluntary Chapter 11 Case Summary GENOIL INC: Posts C$906,200 Net Loss in Second Quarter GENTA INC: Has 609.4 Million Outstanding Common Shares GLC LIMITED: To Present Plan for Confirmation Oct. 27 GLOBAL CLEAN: Posts $559,100 Net Loss in Second Quarter GREEN BANKSHARES: Posts $11.1 Million Net Loss in Second Quarter H&S JOURNAL: Files Ch. 11 Plan & Disclosure Statement HARVEST OAKS: Plan Confirmation Hearing Set for Sept. 29 HERCULES OFFSHORE: Conducts Annual Spud Can Inspection HOMELAND SECURITY: In Talks with YA Global on Forbearance HORIZON PHARMA: Posts $11.6 Million Net Loss in Second Quarter HUDSON HEALTHCARE: Daniel T. McMurray Named Patient Care Ombudsman HUDSON HEALTHCARE: P.C. Ombudsman Taps Neubert Pepe as Counsel HUMANA INC: A.M. Best Affirms 'bb' Rating on Preferred Shares IMUA BLUEHENS: Hires Hastings Conboy as Real Estate Appraiser IMPERIAL PETROLEUM: To Raise $3.1 Million in Equity Financing INVENIO RESOURCES: Receives Default Notice From Palladon Ventures KT SPEARS: Court Sets Oct. 25 Disclosure Statement Hearing LANDAMERICA FINANCIAL: Judge OKs $9MM Settlement With E&O Insurer LEMINGTON HOME: 3rd Circ. Revives Creditors' Suit on Insolvency LIQUIDMETAL TECHNOLOGIES: Board Approves & Adopts Amended Bylaws M WAIKIKI: Section 341(a) Meeting Scheduled for Oct. 3 M WAIKIKI: Creditors Panel Taps Wagner Choi as Bankruptcy Counsel M WAIKIKI: Taps Neligan Foley to Handle Reorganization Case MAYSVILLE INC: Can Use Cash Collateral Until Nov. 29 MERCED FALLS: Taps Cappello and Noel to Handle AgCredit Litigation MIT HOLDING: MITRX Executes Two Stock Purchase Agreements MOMENTIVE SPECIALTY: Files Form S-1, Registers $134-Mil. Notes MORGANS HOTEL: Executes 2nd and 3rd Amendments to LLC Agreement MSR RESORT: Wants Until March 27 to Propose Chapter 11 Plan MT JORDAN: Revises Proposed Chapter 11 Plan MUSCLEPHARM CORP: Appoints John Bluher as Chief Operating Officer NEBRASKA BOOK: IRS Objects to Pre-Arranged Chapter 11 Plan NEWPAGE CORP: Wants Access to $600-Mil. DIP Facilities NEWPAGE CORP: To File DIP Motion's Fee Letters Under Seal NEWPAGE CORP: Taps KCC as Claims & Noticing Agent OPTIMUMBANK HOLDINGS: Receives Non-Compliance Notice from Nasdaq OZBURN-HESSEY HOLDING: Moody's Cuts Corp. Family Rating to Caa2 PACESETTER FABRICS: Taps Golbar & Associate as Accountants PACESETTER FABRICS: Rutter Hobbs Approved as Bankruptcy Counsel PALM HARBOR: Files First Amended Disclosure Statement PERKINS & MARIE: Creditors Seek Right to Sue Backer Castle Harlan QWEST COMMUNICATIONS: Sells $575 Million of 7.50% Notes Due 2051 REDDY ICE: Robert Mead Discloses 5.4% Equity Stake REPLICEL LIFE: Posts C$1.1 Million Net Loss in Second Quarter RITE AID: Incurs $92.2 Million Net Loss in Aug. 27 Quarter RW LOUISVILLE: Amends Plan to Modify Secured Creditor's Features SEP RIVERPARK: Grubb & Ellis Approved as Listing Broker/Realtor SIGNAL HILL: Withdraws Disclosure Statement SOLYNDRA LLC: Lawmakers Want Key Investor Info in Loan Probe SOLYNDRA LLC: Taps McDermott to Handle Govt. Investigations SOLYNDRA LLC: Section 341(a) Meeting Scheduled for Oct. 18 SONOMA VINEYARD: Disclosure Statement Hearing Set for Oct. 7 SOUTH EDGE: JP Morgan, Owners Plan Set for Oct. 10 Confirmation SPANISH BROADCASTING: Receives Non-Compliance Notice from NASDAQ STRATEGIC AMERICAN: Inks Purchase & Sale Pact to Acquire SPE STRATUS MEDIA: Amends 64.4 Million Common Shares Offering TEE INVESTMENT: Files First Amended Chap. 11 Plan TERRESTAR NETWORKS: Reaches Loan Settlement With Lenders TEXAS RANGERS: Judge OKs Fraud Claims Over KPMG Audit THEATRE CLUB: Disclosure Statement Hearing Set for Nov. 9 TRANSATLANTIC PETROLEUM: Posts $20.6MM Net Loss in Second Quarter TRAVELPORT HOLDINGS: Lays Out Possible Prepackaged Ch. 11 Plan UROLOGIX INC: KPMG LLP Raises Going Concern Doubt VALCOM INC: Amends 10-Q; Posts $72,000 Net Loss in June 30 Quarter VYCOR MEDICAL: Files Amended Annual and Quarterly Reports WARNER COMPANY: Case Summary & 20 Largest Unsecured Creditors WEB.COM GROUP: Moody's assigns 'B1' Corporate Family Rating WEBB DAIRY: Voluntary Chapter 11 Case Summary WESTCLIFF MEDICAL: Files Plan; Unsecureds to Recover 36% YCR WORLDWIDE: Files Form S-1 Registration Statement * GOP Seeks House Votes on Small-Business Bills by Year's End * Uncertainty Stalls Commercial Real-Estate Industry's Recovery * BOND PRICING -- For Week From Sept. 19 to 23, 2011 ********* 3POWER ENERGY: Posts $1.2 Million Net Loss in Q1 Ended June 30 -------------------------------------------------------------- 3Power Energy Group Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $1.2 million on $476,701 of sales for the first quarter ended June 30, 2011, compared with a net loss of $16,624 on $2.6 million of revenues for the first quarter ended June 30, 2010. "The Company has incurred a net loss of $1,191,707 for the three months ended June 30, 2011 and has a shareholders' deficiency of $3,122.003 at June 30, 2011. The ability of the Company to continue as a going concern is dependent upon, among other things, its successful execution of its plan of operations and ability to raise additional financing or capital. There is no guarantee that the Company will be able to raise additional financing capital or sell any of services or products at a profit. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern." The Company's balance sheet at June 30, 2011, showed $2.5 million in total assets, $5.6 million in total liabilities, and a shareholders' deficit of $3.1 million. A complete text of the Form 10-Q is available for free at: http://is.gd/CKynRG 3Power Energy Group Inc. was incorporated in Nevada in December 2002. On March 30, 2011, the Company changed its name from Prime Sun Power Inc. to 3Power Energy and increased its authorized share capital to 300,000,000 shares. The Company plans to pursue a business model producing renewable generated electrical power and other alternative energies. On May 13, 2011, the Company entered into a Stock Purchase Agreement with Seawind Energy Limited and its subsidiaries, pursuant to which the Company acquired 100% of the issued and outstanding common stock of Seawind Energy, in exchange for the issuance of 40,000,000 restricted shares of the Company's common stock. The acquisition was accounted for as a reverse merger and, accordingly, the Company is the legal survivor and Seawind Energy is the accounting survivor. AES THAMES: Settles $300 Million Utility Claims ----------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that a Delaware bankruptcy judge on Thursday cleared a settlement resolving $300 million in contract claims that a utility lodged against AES Thames LLC, removing the last major hurdle to the power plant operator's bid to sell its assets under court protection. Law360 says the company -- a unit of AES Corp. that runs a coal fired power plant in Connecticut -- negotiated a settlement in mediation resolving Connecticut Light and Power Co.'s claims that AES Thames wrongfully terminated an electricity purchase agreement with the utility. About AES Thames Uncasville, Connecticut-based AES Thames, L.L.C., owns and operates a coal-fired power plant located in Montville, Connecticut. The facility generates and sells electricity to Connecticut Light and Power Company. It also supplies processed steam to a recycled paperboard mill owned by Smurfit-Stone Container Corp. AES Thames is a unit of AES Corp., the Arlington, Virginia-based power producer with operations in 29 countries. AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10334) on Feb. 1, 2011. The increased cost of energy production and the "uneconomic and onerous provisions" of a steam sale agreement with Smurfit-Stone's predecessor led AES Thames to seek bankruptcy protection. Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware, serve as the Debtor's bankruptcy counsel. The Debtor tapped Murtha Cullina LLP as its special counsel; Charles River Associates as its regulatory consultant, and Houlihan Lockey Capital, Inc., as financial advisor and investment banker. According to court filings, based on the balance sheet as of Dec. 1, 2010, total assets were $162 million, and the Debtor has $52 million in short term liabilities and $122.6 million in long term debt. The TCR reported on March 30, 2011, that the Debtor disclosed $156,747,507 in assets and $5,929,775 in liabilities. On Feb. 15, 2011, the U.S. Trustee appointed an official Committee of Unsecured Creditors in the Debtor's case. The Committee tapped FTI Consulting Inc. as its restructuring and financial advisor, and Blank Rome LLP as its counsel. AVANTAIR INC: Incurs $10.77 Million Net Loss in Fiscal 2011 ----------------------------------------------------------- Avantair, Inc., reported a net loss of $938,681 on $7.63 million of revenue for the three months ended June 30, 2011, compared with a net loss of $1.64 million on $10.09 million of revenue for the same period during the prior year. The Company also reported a net loss of $10.77 million on $33.32 million of revenue for the year ended June 30, 2011, compared with a net loss of $3.96 million on $43.75 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $110.93 million in total assets, $140.24 million in total liabilities, $14.70 million in Series A convertible preferred stock, and a $44.01 million stockholders' deficit. "Avantair has managed through a difficult economic recovery and continues to improve its top line revenue and sales. These continued improvements, given the economy, further supports Avantair's leadership role in the light jet category," said Avantair's Chief Executive Office Steven Santo. "During fiscal 2011, we improved our sales, continued to grow our customer base, introduced a new product - Axis Lease program – increased our revenue generating flight hours and continued to position the company to support our increasing operational sales requirements through accelerated maintenance, while paying down $8.2 million in net debt," he adds. A full-text copy of the press release announcing the financial results is available for free at http://is.gd/C9AVXW A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/KyDl9e About Avantair Inc. Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR) -- http://www.avantair.com/-- sells fractional ownership interests in, and flight hour card usage of, professionally piloted aircraft for personal and business use, and the management of its aircraft fleet. According to AvData, Avantair is the fifth largest company in the North American fractional aircraft industry. Avantair also operates fixed flight based operations (FBO) in Camarillo, California and in Caldwell, New Jersey. Through these FBOs and its headquarters in Clearwater, Florida, Avantair provides aircraft maintenance, concierge and other services to its customers as well as to the Avantair fleet. AXESSTEL INC: Five Directors Elected at Annual Meeting ------------------------------------------------------ Two proposals were approved at Axesstel, Inc.'s annual meeting of stockholders: (1) election of five persons as directors of the Company company for a one-year term, or until their successors are duly elected and qualified: Mark Fruehan, Richard M. Gozia, Patrick Gray, Osmo Hautanen and H. Clark Hickock; and (2) ratification of the appointment of Gumbiner Savett, Inc., as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2011. About Axesstel, Inc. San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST) -- http://www.axesstel.com/-- is a provider of fixed wireless voice and broadband access solutions for the worldwide telecommunications market. The Company reported a net loss of $6.31 million on $45.43 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $10.13 million on $50.82 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $8.93 million in total assets, $22.94 million in total liabilities, all current, and a $14 million total stockholders' deficit. Gumbiner Savett Inc., in Santa Monica, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditor noted that the Company has historically incurred substantial losses from operations, and the Company may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. Additionally, there is uncertainty as to the impact that the worldwide economic downturn may have on the Company's operations. B&G GROUP: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: B&G Group, Inc. dba Fast Lane Gas 111 Healdsburg Avenue Healdsburg, CA 95448 Bankruptcy Case No.: 11-13481 Chapter 11 Petition Date: September 20, 2011 Court: U.S. Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: John H. MacConaghy, Esq. MACCONAGHY AND BARNIER, PLC 645 1st Street W #D Sonoma, CA 95476 Tel: (707) 935-3205 E-mail: macclaw@macbarlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company’s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/canb11-13481.pdf The petition was signed by Lukhbir Gill, president. Affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Fast Lane Central Valley LLC 11-12780 07/25/11 Lukhbir and Christina Gill 11-12703 07/18/11 BALTIMORE HOTEL: Moody's Lowers Rating on Revenue Bonds to 'Ba1' ---------------------------------------------------------------- Moody's Investors Service has downgraded the City of Baltimore (MD) Hotel Corporation's Convention Center Hotel Revenue Bonds, Senor Series 2006A to Ba1 from Baa3 and Subordinate Series 2006B to Ba2 from Ba1. The senior lien bonds are outstanding in the amount of $247.5 million and the subordinate lien bonds are outstanding in the amount of $53.4 million. SUMMARY RATING RATIONALE The downgrade is based on lower than expected revenues as senior lien debt service requirements increase from $12.7 million to $14.4 million and subordinate lien debt service increases from $3.1 million to $3.5 million in FY 2012 due to the beginning of principal repayment on the bonds. The Ba1 reflects the hotel's solid financial performance during the economic downturn and recovery of revenue over the past two years. Hotel performance in occupancy and average daily rate approximated Moody's financial stress scenarios when these bonds were initially rated; however, revenues continue to fall short of expected levels. The hotel is generally outperforming its competitive set in the Baltimore market and maintains solid reserve levels that have not been used during this period of stress. These reserves include site specific hotel occupancy taxes (HOT) collected at the property and the ability to use up to $7 million of HOT collected city-wide that must be appropriated from the city's budget, if needed. In addition, 50% of the debt service reserve fund is supported by $8.5 million surety policy provided by Syncora Guarantee (rated Ca, developing outlook), which Moody's believes now provides a substantially lower level of credit protection. LEGAL SECURITY: The bonds will be secured by loan payments from the corporation equal to debt service, which will in turn be secured by the net revenues of the hotel and a first lien mortgage on the facility, both of which will be pledged directly to bondholders. In addition, the city has covenanted to budget and appropriate annually for the purposes of paying debt service an amount equal to the hotel occupancy taxes generated by the hotel, the property taxes paid by the hotel to the city, and up to $7 million of city-wide hotel occupancy taxes(equal to 25% of maximum annual debt service on the Series 2006A and 2006B bonds combined). The bonds are additionally secured by various reserve funds. INTEREST RATE DERIVATIVES: None. STRENGTHS * High level of ongoing municipal support. Tax revenue contributions could total up to 86% or more of senior lien debt service in the stabilized year * Substantial reserves provide good protection from revenue shortfalls * Well positioned in a historically strong hospitality market * Hilton brings substantial expertise, resources, and brand-name recognition to the project, along with providing a substantial financial guarantee CHALLENGES * The project operates in a highly competitive market, with five other high quality hotels located nearby, along with a number of limited service hotels and several new properties expected to be constructed in the coming years * Initial revenue performance has been well below expected levels due to the economic recession and lower demand for hotel space * Reserves have weakened due to reduced credit strength of the surety policy providers for 50% of the senior lien debt service reserve fund and the lack of funding of the cash trap reserve * The hotel is dependent in large part on the convention center's ability to compete successfully with convention centers in other cities along the Eastern seaboard, an increasingly crowded field. Outlook The negative rating outlook is based on Moody's expectation that economic conditions will make it difficult for the hotel to generate revenues that cover all expenses and debt service requirements. The outlook also considers the current level of reserves, which are lower than initially expected and are likely to decline in the coming years as they are used to cover shortfalls in operating performance. What Could Change the Rating - UP RevPAR increases to levels contemplated in the initial financing and full funding of the cash trap reserve could place upward pressure on the rating. What Could Change the Rating - DOWN If hotel financial performance continues at levels that do not allow annual revenues to cover debt service requirements and expenses and if any additional reserves or HOT collections are needed to meet all operating and debt service requirements. The principal methodology used in this rating was Generic Project Finance Methodology published in December 2010. BANK OF THE COMMONWEALTH: Closed; Southern Bank Assumes Deposits ---------------------------------------------------------------- Bank of the Commonwealth of Norfolk, Va., was closed on Friday, Sept. 23, 2011, by the Virginia State Corporation Commission. The Federal Deposit Insurance Corporation was appointed as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Southern Bank and Trust Company of Mount Olive, N.C., to assume all of the deposits of Bank of the Commonwealth. The 21 branches of Bank of the Commonwealth will reopen during their normal business hours as branches of Southern Bank and Trust Company. Depositors of Bank of the Commonwealth will automatically become depositors of Southern Bank and Trust Company. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Bank of the Commonwealth should continue to use their existing branch until they receive notice from Southern Bank and Trust Company that it has completed systems changes to allow other Southern Bank and Trust Company branches to process their accounts as well. As of June 30, 2011, Bank of the Commonwealth had around $985.1 million in total assets and $901.8 million in total deposits. In addition to assuming all of the deposits of the failed bank, Southern Bank and Trust Company agreed to purchase around $924.3 million of the failed bank's assets. The FDIC will retain the balance of the assets for later disposition. The FDIC and Southern Bank and Trust Company entered into a loss share transaction on $798.2 million of Bank of the Commonwealth's assets. Southern Bank and Trust Company will share in the losses on the asset pools covered under the loss-share agreement. The loss-share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index. tml. Customers with questions about today's transaction should call the FDIC toll-free at 1-800-423-6395. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/boc-va.html. The FDIC estimates that the cost to the Deposit Insurance Fund will be $268.3 million. Compared to other alternatives, Southern Bank and Trust Company's acquisition was the least costly resolution for the FDIC's DIF. Bank of the Commonwealth is the 72nd FDIC-insured institution to fail in the nation this year, and the second in Virginia. The last FDIC-insured institution closed in the state was Virginia Business Bank, Richmond, on July 29, 2011. BERNARD L. MADOFF: Judge Trims Trustee's Suit vs. Madoff Family --------------------------------------------------------------- Maria Chutchian at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Burton Lifland on Thursday trimmed claims in a case brought by the trustee liquidating Bernard Madoff's investment management firm seeking to hold Madoff's family accountable for its alleged part in his massive Ponzi scheme. In dismissing a handful of Mr. Picard's claims, Judge Lifland gave him 45 days to amend each one, according to Law360. 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 case is before Hon. Burton Lifland. 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.) As of July 15, 2011, a total of US$6.88 billion in claims by investors has been allowed, with US$794.9 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. BIG WHALE: Modifies Plan to Address Secured Creditor Objections --------------------------------------------------------------- The Big Whale, LLC, filed a motion with the U.S. Bankruptcy Court for the Eastern District of Wisconsin seeking authority to make material modifications to the plan of reorganization it filed on Aug. 29, 2011. Subsequent to filing the Plan, the Debtor received objections from several secured creditors objecting to its confirmation, including objections from Wells Fargo Bank, N.A., WaterStone Bank, BMO Harris Bank N.A., successor-in-interest to M&I Marshall & Ilsley Bank, and North Shore Bank FSB. These creditors, along with Securant Bank & Trust, constitute the creditors in classes 3A through 3E in the Plan. As a result of the objections, and the negotiations that have taken place thereafter, the Debtor seeks to modify Section 3.3 of the Plan pertaining to the Class 3A through 3E Creditors as follows: (a) Class 3A: Allowed Secured Claim of Wells Fargo. The Allowed Secured Claim of Wells Fargo in Class 3A is impaired. Wells Fargo's total Claim is deemed to be an Allowed Secured Claim of $178,293 as of the Petition Date. Wells Fargo will retain its Liens on its Collateral to secure the obligations due to it pursuant to the Plan. Well Fargo's Allowed Secured Claim will be paid by the Reorganized Debtor in equal monthly installments of principal with fixed interest at the rate of 4.25% per annum for years 1-5, and at the rate of 4.50% for years 6-7, amortized over 30 years with a 7-year term, with no prepayment penalty. Wells Fargo will release its Liens on its Collateral in the event the balance of the amount allocated to that piece of Collateral is paid in full. The monthly installments will commence on the 20th day of the first month after the Effective Date and will be paid on the 20th day of each subsequent month until the full principal amount is paid. Wells Fargo's Prepetition Loan Documents will remain in full force and effect to the extent they are not altered by the Plan. (b) Class 3B: Allowed Secured Claim of M&I. The Allowed Secured Claim of M&I in Class 3B is impaired. M&I's total Claim is deemed to be an Allowed Secured Claim of $4,113,949 as of the Petition Date. M&I will retain its Liens on its Collateral to secure the obligations due to it pursuant to the Plan. If M&I votes to accept the Plan, M&I's Allowed Secured Claim will be paid by the Reorganized Debtor in equal monthly installments of principal with fixed interest at the rate of 4.0% per annum amortized over 30 years with a 5-year term, with no prepayment penalty. If M&I votes to reject the Plan, M&I's Allowed Secured Claim will be paid by the Reorganized Debtor in equal monthly installments of principal with fixed interest at the rate published in the Wall Street Journal on the Confirmation Date for 5-year adjustable rate mortgages, amortized over 30 years with a 5-year term, with no prepayment penalty. M&I's Allowed Secured Claim shall be allocated across the individual pieces of Collateral in the amounts reflected on Addendum 3.0; M&I will release its Liens on any individual piece of Collateral in the event the balance of the amount allocated to that piece of Collateral is paid in full. The monthly installments will commence on the 20th day of the first month after the Effective Date and will be paid on the 20th day of each subsequent month until the full principal amount is paid. M&I's Prepetition Loan Documents will remain in full force and effect to the extent they are not altered by the Plan. (c) Class 3C: Allowed Secured Claim of North Shore. The Allowed Secured Claim of North Shore in Class 3C is impaired. North Shore's total Claim is deemed to be an Allowed Secured Claim of $234,264 as of the Petition Date. North Shore will retain its Liens on its Collateral to secure the obligations due to it pursuant to the Plan. If North Shore votes to accept the Plan, North Shore's Allowed Secured Claim will be paid by the Reorganized Debtor in equal monthly installments of principal with fixed interest at the rate of 4.0% per annum amortized over 30 years with a 5-year term, with no prepayment penalty. If North Shore votes to reject the Plan, North Shore's Allowed Secured Claim will be paid by the Reorganized Debtor in equal monthly installments of principal with fixed interest at the rate published in the Wall Street Journal on the Confirmation Date for 5-year adjustable rate mortgages, amortized over 30 years with a 5-year term, with no prepayment penalty. North Shore will release its Liens on any individual piece of Collateral in the event the balance of the amount allocated to that piece of Collateral is paid in full. The monthly installments will commence on the 20th day of the first month after the Effective Date and will be paid on the 20th day of each subsequent month until the full principal amount is paid. North Shore's Prepetition Loan Documents will remain in full force and effect to the extent they are not altered by the Plan. (d) Class 3D: Allowed Secured Claim of Securant. The Allowed Secured Claim of Securant in Class 3D is impaired. Securant's total Claim is deemed to be an Allowed Secured Claim of $1,736,663 as of the Petition Date. Securant will retain its Liens on its Collateral to secure the obligations due to it pursuant to the Plan. Securant's Allowed Secured Claim will be paid by the Reorganized Debtor in equal monthly installments of principal with fixed interest at the rate of 4.25% per annum for years 1-5, and at the rate of 4.50% for years 6-7, amortized over 30 years with a 7-year term, with no prepayment penalty. Securant will release its liens on its Collateral in the event the balance of the amount allocated to that piece of Collateral is paid in full. The monthly installments will commence on the 20th day of the first month after the Effective Date and will be paid on the 20th day of each subsequent month until the full principal amount is paid. Securant's Prepetition Loan Documents will remain in full force and effect to the extent they are not altered by the Plan. (e) Class 3E: Allowed Secured Claim of WaterStone. The Allowed Secured Claim of WaterStone in Class 3E is impaired. WaterStone's total claim is deemed to be an Allowed Secured Claim of $5,146,230 as of the Petition Date. WaterStone will retain its Liens on its Collateral to secure the obligations due to it pursuant to the Plan. If WaterStone votes to accept the Plan, WaterStone's Allowed Secured Claim will be paid by the Reorganized Debtor in equal monthly installments of principal with fixed interest at the rate of 4% per annum amortized over 30 years with a 5-year term, with no prepayment penalty. If WaterStone votes to reject the Plan, WaterStone's Allowed Secured Claim will be paid by the Reorganized Debtor in equal monthly installments of principal with fixed interest at the rate published in the Wall Street Journal on the Confirmation Date for 5-year adjustable rate mortgages, amortized over 30 years with a 5-year term, with no prepayment penalty. WaterStone's Allowed Secured Claim will be allocated across the individual pieces of Collateral in the amounts reflected on Addendum 3.0; WaterStone will release its Liens on any individual piece of Collateral in the event the balance of the amount allocated to such piece of Collateral is paid in full. The monthly installments will commence on the 20th day of the first month after the Effective Date and will be paid on the 20th day of each subsequent month until the full principal amount is paid. WaterStone's Prepetition Loan Documents will remain in full force and effect to the extent they are not altered by the Plan. A hearing on the approval of the plan and its modifications is scheduled for Oct. 19, 2011, at 1:00 p.m. Objections are due by Oct. 18. A full-text copy of the Plan, dated July 29, is available for free at http://ResearchArchives.com/t/s?76f9 BMO Harris is represented by: Michael J. Bennett, Esq. LICHTSINN & HAENSEL, S.C. 111 East Wisconsin Avenue, Suite 1800 Milwaukee, WI 53202 Tel: (414) 276-3400 Fax: (414) 276-9278 E-mail: mbennett@lhlawfirm.com North Shore is represented by: Todd T. Nelson, Esq. STUPAR & SCHUSTER, S.C. 633 W. Wisconsin Ave., Suite 1800 Milwaukee, WI 53203 Tel: (414) 271-8833 Fax: (414) 271-2866 E-mail: tnelson@ssclaw.com Waterstone Bank is represented by: William F. Bruss, Esq. WATERSTONE BANK SSB 11200 West Plank Court Wauwatosa, WI 53226 Tel: (414) 258-6410 Fax: (414) 258-9016 E-mail: wbruss@wsbonline.com Wells Fargo is represented by: Jay Pitner, Esq. GRAY & ASSOCIATES, L.L.P. 16345 West Glendale Drive New Berlin, WI 53151-2841 Tel: (414) 224-8404 Fax: (414) 224-1279 E-mail: jpitner@gray-law.com About The Big Whale The Big Whale, LLC, owns 49 parcels of real property in Milwaukee County, Wisconsin. Those properties contain 138 rentable residential and commercial units. The Big Whale owns one industrial warehouse property, which is leased to various commercial/manufacturing tenants that operate their respective businesses in the building. The rental units are used to produce rental income from individual residential and commercial tenants. The Big Whale is managed by Steve Lindner and his sister, Debra Lindner. The Big Whale, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-23756) on March 21, 2011. In its schedules, the Debtor disclosed $12,278,647 in total assets and $13,613,203 in total debts as of the Petition Date. Jerome R. Kerkman, Esq., and Justin M. Mertz, Esq., at Kerkman & Dunn, in Milwaukee, Wisconsin, serves as the Debtor's bankruptcy counsel. BION ENVIRONMENTAL: Incurs $7 Million Net Loss in Fiscal 2011 ------------------------------------------------------------- Bion Environmental Technologies, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $6.99 million on $0 of revenue for the year ended June 30, 2011, compared with a net loss of $2.97 million on $0 of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $9.02 million in total assets, $8.94 million in total liabilities, $2.52 million in Series B Redeemable Convertible Preferred stock, and a $2.44 million total deficit. GHP Horwath, PC, in Denver, Colorado, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has not generated revenue and has suffered recurring losses from operations. A full-text copy of the Form 10-K is available for free at: http://is.gd/soOkod About Bion Environmental Crestone, Colo.-based Bion Environmental Technologies, Inc. (OTC BB: BNET) -- http://biontech.com/-- has provided environmental treatment solutions to the agriculture and livestock industry since 1990. Bion's patented next-generation technology provides a unique comprehensive treatment of livestock waste that achieves substantial reductions in nitrogen and phosphorus, ammonia, greenhouse and other gases, as well as pathogens, hormones, herbicides and pesticides. BIONOL CLEARFIELD: Getty Tells Court to Stay Out of Dispute ----------------------------------------------------------- Dow Jones' DBR Small Cap reports that Getty Petroleum Marketing Inc. is turning to a recent Supreme Court ruling to argue that ethanol-plant operator Bionol Clearfield LLC has no right to ask a bankruptcy judge to force it to pay Bionol more than $230 million. Bionol Clearfield filed for Chapter 7 liquidation (Bankr. D. Del. Case No. 11-_____) in July 2011. The Company estimated assets between $50 million and $100 million and liabilities between $100 million and $500 million. The Company owns a plant that produces bio-based chemicals and fuels from renewable feedstock. BPP TEXAS: Blasts Citizens Bank's Objections to Ch. 11 Plan ----------------------------------------------------------- Ian Thoms at Bankruptcy Law360 reports that BPP LLC blasted objections to its reorganization plan Thursday, saying Citizens Bank of Pennsylvania based its protests on a questionable expert with an agenda. Citizens, which holds a $66 million claim against BPP, was the only creditor to vote against the debtors' plan to sell off 22 hotels in Texas, Wisconsin, Michigan, Minnesota, Illinois and Iowa over a four-year period. The bank told a Texas bankruptcy court that it doubted the feasibility of the plan based on the evaluation of an unidentified expert, according to Law360. As reported in the Troubled Company Reporter on Aug. 4, 2011, Citizens Bank of Pennsylvania, a creditor of BPP Texas, LLC, et al., is asking the bankruptcy court deny confirmation of the Debtors' Second Amended Joint Consolidated Plan Of Reorganization dated June 14. In a document filed July 19, Citizens Bank told the Court that the Debtors fail to carry their burden of proving that the Plan meets all the requirements of Section 1129 of title 11 of the U.S. Code (as amended). The Plan, according to the creditor, fails to meet the Code's requirements, among other things: 1. The Plan violates the absolute priority rule and is otherwise not "fair and equitable." 2. If the Debtors do have assets of a value sufficient to now distribute to Citizens about $70.8 million on the Effective Date (and another $2,000,000 or so to distribute on the Effective Date to the other holders of claims and administrative expenses), Citizens is entitled to pendency interest and its reasonable fees, costs and other charges, here totaling more than $5.0 million. The Plan fails to provide for that sum in any way. 3. Even if, by some calculation, the Debtors' delivery to Citizens on the Effective Date of a new cram-down note secured by assets worth at most $55 million is deemed to constitute the delivery of $70.8 million of value on the Effective Date, the interest rate paid on the deferred payments called for by that note does not fairly compensate Citizens for the time value of money plus the risk of default. 4. The Debtors admittedly need to generate about $74 million of sales proceeds to make the required Plan payments, but allow their insiders to buy the Properties (together, or one by one) for release prices equal to a fraction of that. 5. The Plan discriminates against Citizens' deficiency claim. 6. The Plan fails to make clear whether the many other customary covenants and other provisions that protect Citizens's credit and collateral will be retained, stripped away or somehow modified. The Plan is therefore not fair and equitable in this additional respect. About BPP Texas Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota, LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin. BPP Texas and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21, 2010. Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy counsel. In its schedules, BPP Texas disclosed $3,731,144 in assets and $65,892,831 in liabilities as of the petition date. Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota, and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions. BPP Wisconsin estimated its assets at $10 million to $50 million and debts at $50 million to $100 million. BXP 1 LLC: Court Confirms Chapter 11 Plan ----------------------------------------- Judge Sean H. Lane the U.S. Bankruptcy Court for the Southern District of New York, confirmed BXP 1 LLC's Plan of Reorganization on Sept. 8, 2011, after determining that the Plan meets all requirements for confirmation under Section 1129 of the Bankruptcy Code. The Plan was amended to provide that all funds held in the Debtor's bank accounts will be paid to Lender 1636-40 Universe Debt LLC upon the Effective Date of the Plan and the amendment meets the requirements of 1127(a) and (c) with no adverse impact on the treatment of any claim or equity interest of any equity security holder and no further solicitation or voting is required. A full-text copy of the Confirmation Order is available for free at http://ResearchArchives.com/t/s?76fa About BXP 1 LLC Porter Ranch, California-based BXP 1 LLC owns six apartment buildings in the Bronx, New York. On July 13, 2010, Angela Ortiz was appointed as receiver of the Debtor's real property. The Debtor filed a Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-15608) on Oct. 27, 2010. Backenroth Frankel & Krinsky, LLP, represents the Debtor in the Chapter 11 case. In its schedules, the Debtor disclosed $19,356,812 in total assets and $13,931,125 in total debts as of the Petition Date. In June 2011, the Debtor and 1636-40 Universe Debt LLC, the lender, reached a stipulation consenting to the receiver's continued control of the property and the receiver's retention of Sally E. Unger, Esq. at Kossoff & Unger, as her counsel. CENTER COURT: Misses Deadlines, Case Dismissed by Judge ------------------------------------------------------- American Bankruptcy Institute reports that Bankruptcy Judge Maureen Tighe on Sept. 16 dismissed the bankruptcy case of the office building owner Center Court Partners LLC after it failed to meet deadlines set by the court. Secured creditor Montecito Bank & Trust asked the bankruptcy judge to dismiss the Chapter 11 case of Center Court Partners, LLC, barring the Debtor from re-filing for a period of 180 days, remanding the Van Nuys Action (1:11-ap-1384-MT) back to state court, directing the Debtor to immediately turn over to the Bank all cash collateral, and directing the Debtor to immediately turn over to the Bank copies of all of its book and records related to its ownership of the Property, citing as grounds: -- the Debtor is unable to obtain financing sufficient to satisfy the Bank's secured claim in full, -- the Debtor has failed to file an amended plan and disclosure statement on or before Aug. 18, 2011, as ordered by the Court, and has no reasonable likelihood of confirming a plan within a reasonable period of time, and -- the Debtor is a single asset real estate entity with few non- insider creditors that filed this bankruptcy case on the eve of foreclosure in bad faith solely for the benefit of the Debtor's principal and guarantor, Roger W. Meyer. The Van Nuys Action refers to the Complaint filed by the Debtor on Feb. 14, 2011, against the Bank, in the Van Nuys East Division of the Los Angeles Superior Court, commencing Case No. LC092694. The Debtor removed the Van Nuys Action to the Bankruptcy Court on May 23, 2011, where it is pending as Case No. 1:11-ap-01384-MT. Counsel for Montecito Bank & Trust can be reached at: Ashleigh A. Danker, Esq. KAYE SCHOLER LLP 1999 Avenue of the Stars, Suite 1700 Los Angeles, CA 90067 Tel: (310) 788-1000 Fax: (310) 788-1200 On June 20, 2011, the Debtor filed its Chapter 11 Plan and Disclosure Statement. At the conclusion of the case status conference on June 28, 2011, the Court set Aug. 18, 2011, as the deadline for the Debtor to file an amended plan and disclosure statement. On Aug. 15, 2011, counsel for the Debtor sent an email to counsel of the Bank that the Debtor is no longer seeking confirmation of a plan, and consistent with this email, the Debtor failed to file an amended plan by Aug. 18, 2011, as ordered by the Court. About Center Court Based in Agoura Hills, California, Center Court Partners LLC owns a commercial property located at 29501 Canwood Street, Agoura Hills, Calif. The monthly rent receipts are the Debtor's sole source of income. The Company filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-13715) on March 25, 2011. Judge Maureen Tighe presides over the case. Martin D. Gross, Esq., represents the Debtor as counsel. The Debtor estimated both assets and debts between $10 million and $50 million as of the Chapter 11 filing. CIRCLE ENTERTAINMENT: Borrows $750,000 from Directors, et al. ------------------------------------------------------------- Certain of Circle Entertainment Inc.'s directors, executive officers and greater than 10% stockholders made unsecured demand loans to the Company totaling $750,000, bearing interest at the rate of 6% per annum on Sept. 15 through Sept. 20, 2011. The Company intends to use the proceeds to fund working capital requirements and for general corporate purposes. Because certain of the directors, executive officers and greater than 10% stockholders of the Company made the Loans, a majority of the Company's independent directors approved the transaction. About Circle Entertainment Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and Entertainment Inc., owns 17.72 contiguous acres of land located at the southeast corner of Las Vegas Boulevard and Harmon Avenue in Las Vegas, Nevada. The Las Vegas Property is currently occupied by a motel and several commercial and retail tenants with a mix of short and long-term leases. On June 23, 2009, as a result of the default under the first mortgage loan, the first lien lenders had a receiver appointed to take control of the property. The Company is headquartered in New York City. The Company disclosed in its Form 10-Q for the quarter ended June 30, 2010, that it has no current cash flow and cash on hand as of Aug. 13, 2010, is not sufficient to fund its short-term liquidity requirements, including its ordinary course obligations as they come due. On April 21, 2010, the Company's remaining Las Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada (Case No. 10-17015). The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy on April 21, 2010, and a plan of liquidation or reorganization will eventually be implemented under which the Company will surrender ownership of the Las Vegas Property. Under such a plan, it is extremely unlikely the Company will receive any material interest or benefit. The Company reported net income of $346.81 million on $0 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $114.68 million on $0 of revenue during the prior year. The net profit generated in the year was primarily on account of a $390.75 million gain from discharge of net assets due to bankruptcy plan. The Company's operating subsidiary sought Chapter 11 protection last year. As reported by the TCR on April 11, 2011, L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has limited available cash, has a working capital deficiency and will need to secure new financing or additional capital in order to pay its obligations. The Company's balance sheet at June 30, 2011, showed $2.75 million in total assets, $6.18 million in total liabilities, and a $3.43 million total stockholders' deficit. CITIZENS BANK: Closed; Tri Counties Bank Assumes All Deposits ------------------------------------------------------------- Citizens Bank of Northern California in Nevada City, Calif., was closed on Friday, Sept. 23, 2011, by the California Department of Financial Institutions, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Tri Counties Bank of Chico, Calif., to assume all of the deposits of Citizens Bank of Northern California. The seven branches of Citizens Bank of Northern California will reopen during normal banking hours as branches of Tri Counties Bank. Depositors of Citizens Bank of Northern California will automatically become depositors of Tri Counties Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Citizens Bank of Northern California should continue to use their existing branch until they receive notice from Tri Counties Bank that it has completed systems changes to allow other Tri Counties Bank branches to process their accounts as well. As of June 30, 2011, Citizens Bank of Northern California had around $288.8 million in total assets and $253.1 million in total deposits. In addition to assuming all of the deposits of the failed bank, Tri Counties Bank agreed to purchase essentially all of the assets. Customers with questions about today's transaction should call the FDIC toll-free at 1-800-430-6165. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/cbnc.html. The FDIC estimates that the cost to the Deposit Insurance Fund will be $37.2 million. Compared to other alternatives, Tri Counties Bank's acquisition was the least costly resolution for the FDIC's DIF. Citizens Bank of Northern California is the 73rd FDIC-insured institution to fail in the nation this year, and the fourth in California. The last FDIC-insured institution closed in the state was San Luis Trust Bank, FSB, San Luis Obispo, on February 18, 2011. CITIZENS REPUBLIC: William Fenimore Elected to Board of Directors ----------------------------------------------------------------- William M. Fenimore Jr. was elected to the Citizens Republic Bancorp, Inc.'s board of directors pursuant to the terms of Citizens' Series A Fixed Rate Cumulative Perpetual Preferred Stock issued to the United States Department of Treasury in December 2008 in connection with Citizens' participation in Treasury's Capital Purchase Program. Pursuant to the terms of Citizens' written supervisory agreement with the Federal Reserve Bank of Chicago and the Michigan Office of Financial and Insurance Regulation, the FRBC approved the election of Mr. Fenimore on Sept. 19, 2011. Under the terms of the Series A Preferred Stock, Treasury has the right to appoint up to two directors to Citizens' Board of Directors at any time that dividends payable on the Series A Preferred Stock have not been paid for an aggregate of six quarterly dividend periods. The terms of the Series A Preferred Stock provide that Treasury will retain the right to elect such directors until all accrued and unpaid dividends have been paid. To date, Mr. Fenimore is the only Citizens director so elected by Treasury. Mr. Fenimore, 67, has more than thirty years of experience in the banking industry. His career included various senior management responsibilities with CoreStates Financial Corp. and its predecessor, where he worked for nearly 30 years. In 1994, he joined Meridian Bank, where he served until 1996 as its group executive vice president, chief technology and strategic planning officer. He served from 1996 until 1999 as the chief executive officer of Integrion Financial Network, an enterprise established by various large financial institutions to build and operate a common Internet technology infrastructure to serve the e-commerce needs of financial services companies. From 2000 through 2003, Mr. Fenimore was president of Fenimore and Associates, a consulting company providing services in the areas of strategic positioning, organizational and financial structuring, strategic technology planning and operational management. In 2003, he became a managing partner at BridgeLink LLC, a Switzerland-based firm providing capital raising and related advisory services to companies in the United States and Europe, where he served until 2008. Mr. Fenimore will be compensated under Citizens' standard compensation arrangement for outside directors as described in Citizens' most recent proxy statement. The Board has not yet made a determination as to any committee appointments for Mr. Fenimore, although it intends to appoint him to the board of its Citizens Bank subsidiary. There have been no transactions within the last fiscal year, or any currently proposed transactions, in which Citizens was or is to be a participant and in which he has or had a direct or indirect material interest. About Citizens Republic Flint, Michigan-based Citizens Republic Bancorp, Inc., is a diversified banking and financial services company that is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Citizens provides a full range of banking and financial services to individuals and businesses through its banking subsidiary, Citizens Bank. The Company reported a net loss of $292.9 million on $329.1 million of net interest income for 2010, compared with a net loss of $514.2 million on $310.4 million of net interest income for 2009. The Company's balance sheet at Dec. 31, 2010, showed $9.966 billion in total assets, $8.954 billion in total liabilities, and stockholders' equity of $1.012 billion. * * * As reported in the TCR on Feb. 8, 2011, Fitch Ratings downgraded the long-term and short-term Issuer Default Ratings for Citizens Republic Bancorp, Inc., and its principal banking subsidiaries to 'CCC/C' from 'B-/B', respectively. COLUSA MUSHROOM: Court Dismissed Panel's Suit v. Counsel -------------------------------------------------------- David N. Chandler Sr. was the attorney for the Official Creditors Committee in the Chapter 11 proceedings commenced by Colusa Mushroom, Inc., in 2005. Mr. Chandler's employment was approved by the court pursuant to 11 U.S.C. Sec. 1103(a). Richard K. Schultze, et al., were members of the Creditors Committee. After conversion of the case to Chapter 7 -- conversion dissolved the Committee -- they commenced action as individuals against Mr. Chandler and his professional corporation in state court for malpractice. They allege that Colusa's plan of reorganization called for the sale of its business to a third party with the Colusa taking back a note for part of the purchase price. The note was to be secured by the business assets. They allege that the attorney for Colusa negligently failed to file a financing statement to perfect the security interest, and that Chandler had a duty to make sure the security interest was properly perfected. Plaintiffs allege that they suffered damages as a result. Mr. Chandler removed the action to the Bankruptcy Court and sought dismissal. Mr. Chandler advances several arguments based on federal law for dismissal of the case. However, the Court held that Mr. Chandler did not have a duty to the individual creditors to insure that the Debtor's counsel properly filed the financing statement. The Court granted Mr. Chandler's motion to dismiss without addressing the federal issues. The lawsuit is, RICHARD K. SCHULTZE, et al., v. DAVID N. CHANDLER, SR., et al., Adv. Proc. No. 11-1118 (Bankr. N.D. Calif.). A copy of Alan Jaroslovsky's Sept. 21, 2011 Memorandum is available at http://is.gd/sf4Hu0from Leagle.com. Colusa Mushroom, Inc., based in Petaluma, California, filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 05-12180) on Aug. 22, 2005. The Law Offices of Michael C. Fallon represented the Debtor. In its petition, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in assets. Colusa Mushroom's plan of reorganization was confirmed June 29, 2006. Pursuant to the plan, the debtor's business was to be sold to Premier Mushrooms, LP. The debtor's estate was to receive a note for roughly $1.3 million secured by the assets sold to Premier. The note was to be paid in three annual installments of $100,000 and a balloon payment of roughly $1 million due on June 30, 2010. Premier made the three installment payments but failed to make the balloon payment amid its own financial woes. Colusa Mushroom's case was subsequently converted to Chapter 7 and Jeffry Locke was appointed trustee. As reported by the TCR on Sept. 22, 2011, Mr. Locke has asked the Court to approve a compromise whereby he accepts $102,245 in full satisfaction of the note. The Court has approved the compromise. CORD BLOOD: Amends 20.6 Million Common Shares Offering ------------------------------------------------------ Cord Blood America, Inc., filed with the U.S. Securities and Exchange Commission amendment no.3 to Form S-1 registration statement relating to the resale of 20,652,270 shares of the Company's common stock, par value of $0.0001, by certain individuals and entities who beneficially own shares of the Company's common stock. The Company is not selling any shares of its common stock in the offering and therefore will not receive any proceeds from the offering. However, the Company will receive proceeds from the sale of its common stock under the Securities Purchase Agreement and the amendments thereto, which were entered into between the Company and Tangiers Investors, LP, the selling stockholder. The Company agreed to allow Tangiers to retain 10% of the proceeds raised under the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company was able, at its discretion, to periodically issue and sell to Tangiers shares of the Company's common stock for a total purchase price of $4,000,000. A full-text copy of the prospectus is available for free at: http://is.gd/hmVUkt About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. The Company reported a net loss attributable to Cord Blood America of $8.09 million on $4.13 million of revenue for the year ended Dec. 31, 2010, compared with a net loss attributable to Cord Blood of $9.77 million on $3.24 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $7.56 million in total assets, $8 million in total liabilities, and a $441,482 total stockholders' deficit. As reported by the TCR on April 5, 2011, Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has sustained recurring operating losses, continues to consume cash in operating activities, and has insufficient working capital and an accumulated deficit at Dec. 31, 2010. CREATIVE VISTAS: Inks Stock Purchase Agreement with Cancable ------------------------------------------------------------ Creative Vistas, Inc., on Sept. 16, 2011, entered into a Stock Purchase Agreement with Cancable Holding Corp., a wholly-owned subsidiary of the Company and Cancable and Dependable Hometech, LLC, pursuant to which the Company sold its equity interest in Cancable to Purchaser for a consideration of US$1.00. In connection with that sale, the Company assigned certain of its liabilities and obligations to Cancable, including: (i) a secured term note of the Company dated Feb. 13, 2006, for an original principal amount of US$8.25 million, which is currently held by Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., and PSource Structured Debt Limited; (ii) a secured term note of the Company dated June 24, 2008, for an original principal amount of US$800,000, which is currently held by VUS; and (iii) a secured term note of the Company dated June 24, 2008, for an original principal amount of US$1.7 million, which is currently held by Valens Offshore SPV II, Corp. The aggregate outstanding amount owed under the Notes was approximately US$9.8 million as of Sept. 14, 2011. The Holders also (a) terminated and cancelled all guarantees, security interest and other obligations of the Company and certain of its subsidiaries related to approximately US$1.5 million of indebtedness owed to the Holders by certain other subsidiaries of the Company, (b) cancelled their warrants and options to purchase approximately 15.6 million shares of common stock of the Company, as well as the stock of certain of the Company's subsidiaries, and (c) terminated and cancelled all guarantees, security interest and other obligations of the Company and certain of its subsidiaries related to approximately US$5.1 million of indebtedness owed to the Holders by Cancable and its subsidiaries. In addition, in connection with the sale of Cancable to Purchaser, the Company assigned its rights in certain receivables owed to the Company by certain wholly-owned subsidiaries of Cancable, totaling approximately US$4.8 million as of September 14, 2011. About Creative Vistas Headquartered in Whitby, Ontario, Canada, Creative Vistas, Inc., provides security-related technologies and systems. The Company also provides the deployment of broadband services to the commercial and residential market. The Company primarily operates through its subsidiaries AC Technical Systems Ltd. and Iview Digital Video Solutions Inc., to provide integrated electronic security-related technologies and systems. As reported by the TCR on April 8, 2011, Kingery & Crouse PA, in Tampa, Florida, expressed substantial doubt about Creative Vistas' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has working capital and stockholder deficiencies. The Company reported a net loss of $681,807 on $39.87 million of revenues for 2010, compared with a net loss of $1.60 million on $39.77 million of revenues for 2009. The Company's balance sheet at June 30, 2011, showed $10.87 million in total assets, $25.61 million in total liabilities and a $14.74 million total shareholders' deficiency. CUMULUS MEDIA: Completes Acquisition of Citadel ----------------------------------------------- Cumulus Media Inc. has completed its previously announced acquisition of Citadel Broadcasting Corporation, and as a result Citadel is now an indirect wholly-owned subsidiary of Cumulus. With the completion of the Citadel acquisition, Cumulus Media is the largest pure-play radio broadcaster in the United States, and owns or operates more than 570 radio stations in 120 markets and a nationwide radio network serving over 4000 stations. Based on preliminary results of the elections by Citadel stockholders and warrant holders, and the application of the proration procedures provided for in the merger agreement with Citadel, Cumulus Media expects to pay a total of approximately $1.418 billion in cash and issue approximately 26,229,056 shares of its Class A common stock and warrants to purchase 71,683,741 shares of its Class A common stock to Citadel securityholders in connection with the Citadel acquisition. As a result of the application of those proration procedures, Citadel stockholders and warrant holders who elected to receive cash in the Citadel acquisition (or who did not make an election) will receive, per Citadel share or warrant, as applicable, $30.40 in cash and 1.521 shares of (or warrants exercisable for) Cumulus Media common stock. Citadel stockholders and warrant holders who elected to receive stock in the Citadel acquisition will receive, per Citadel share or warrant, as applicable, 8.525 shares of (or warrants exercisable for) Cumulus Media Class A common stock. Cumulus Media will pay cash in lieu of issuing fractional shares of its Class A common stock as provided for, and pursuant to the procedures set forth in, the merger agreement. In connection with the closing of the Citadel acquisition and the completion of Cumulus Media's previously announced global refinancing related thereto, Cumulus Media also repaid approximately $1.4 billion in outstanding senior or subordinated indebtedness and other obligations of Cumulus Media and certain of its other wholly-owned subsidiaries, and of Citadel. Cumulus Media's $610.0 million of 7.75% senior notes due 2019, issued in May 2011, remain outstanding. This global refinancing, and the cash portion of the purchase price payable in the Citadel acquisition, is being funded with: (i) $1.325 billion in borrowings under a new first lien term loan, $200.0 million in borrowings under a new first lien revolving credit facility and $790.0 million in borrowings under a new second lien term loan; and (ii) proceeds from the sale of $475.0 million in shares of Cumulus Media's common stock, preferred stock and warrants to purchase common stock to certain investors in a private placement exempt from the registration requirements under the Securities Act of 1933. Pursuant to the Equity Investment, Cumulus Media issued and sold (i) 51,843,318 shares of its Class A common stock to an affiliate of Crestview Partners II, L.P.; (ii) $125 million of a newly created class of perpetual redeemable non-convertible preferred stock, on which dividends are payable in cash or through the issuance of additional shares of preferred stock and accrue at an initial rate of 10% per annum for the first six months from issuance, with increases in such rate every two years thereafter, to an affiliate of Macquarie Capital (USA) Inc.; and (iii) 2,445,392 shares of its Class A common stock and warrants to purchase 26,356,449 shares of its Class A common stock to UBS Securities LLC and certain other investors to whom UBS Securities syndicated a portion of its investment commitment. In addition and also as a part of the agreement governing the Equity Investment, Cumulus Media issued to Crestview warrants to purchase 7,776,498 shares of Cumulus Media Class A common stock, with an exercise price of $4.34 per share. Effective upon the completion of the Citadel acquisition, Cumulus Media appointed Arthur J. Reimers, an independent investor and consultant, and Jeff Marcus, a partner of Crestview, to its Board of Directors, and named Mr. Marcus as the Lead Director of the Board. After giving effect to the issuance of shares of Class A common stock and warrants exercisable for shares of Class A common stock in the Citadel acquisition and pursuant to the Equity Investment, Cumulus Media would have had approximately 238,839,650 shares of Class A common stock outstanding on a fully-converted to Class A common stock basis. A full-text copy of the complete SEC disclosure is available at no charge at http://is.gd/lOpZ57 About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at June 30, 2011, showed $367.20 million in total assets, $689.67 million in total liabilities, and a $322.47 million total stockholders' deficit. * * * Standard & Poor's Ratings Services said April it raised its corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B' from 'B-'. "The rating remains on CreditWatch, where we placed it with positive implications Feb. 18, 2011," S&P stated. Moody's Investors Service in April upgraded Cumulus Media's Corporate Family Rating to 'B1' from 'Caa1' due to the company's pending acquisition of CMP Susquehanna Corp. in the second quarter of 2011 followed by the announced $2.4 billion acquisition of Citadel Broadcasting Corporation later this year. CUMULUS MEDIA: Amends 28.8 Million Common Shares Offering --------------------------------------------------------- Cumulus Media Inc. filed with the U.S. Securities and Exchange Commission amendment no.1 to Form S-3 registration statement relating to the resale from time to time of up to 28,801,841 shares of Class A common stock, par value $0.01 per share, and warrants to purchase shares of Class A common stock, by Ares Management LLC, Global Undervalued Securities Master Fund, LP, and UBS Securities LLC, et al. These shares of Class A common stock are shares that the selling securityholders purchased in a private placement and include shares of Class A common stock issuable pursuant to warrants issued to the selling securityholders in the private placement. The prospectus also relates to the resale from time to time of shares of the Company's Class B common stock, par value $0.01 per share, that, pursuant to the terms and conditions of the agreement governing the warrants, the Company has the right to issue, upon exercise of the warrants, in lieu of an equal number of shares of Class A common stock, and warrants to purchase shares of Class B common stock that, pursuant to the Warrant Agreement, upon request of a holder and at its discretion, the Company has the right to exchange for warrants to purchase an equivalent number of shares of Class A common stock. The Company's Class A common stock is traded on the NASDAQ Global Select Market under the symbol "CMLS." On Sept. 21, 2011, the closing price was $2.89 per share. Neither the Company's Class B common stock nor warrants are currently listed or traded on any national securities exchange. A full-text copy of the amended prospectus is available for free at http://is.gd/LrWIuY About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at June 30, 2011, showed $367.20 million in total assets, $689.67 million in total liabilities, and a $322.47 million total stockholders' deficit. * * * Standard & Poor's Ratings Services said April it raised its corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B' from 'B-'. "The rating remains on CreditWatch, where we placed it with positive implications Feb. 18, 2011," S&P stated. Moody's Investors Service in April upgraded Cumulus Media's Corporate Family Rating to 'B1' from 'Caa1' due to the company's pending acquisition of CMP Susquehanna Corp. in the second quarter of 2011 followed by the announced $2.4 billion acquisition of Citadel Broadcasting Corporation later this year. CYBERDEFENDER CORP: Receives Non-Compliance Notice from Nasdaq -------------------------------------------------------------- CyberDefender Corporation, on Sept. 16, 2011, received a letter from the Listings Qualifications Department of The Nasdaq Stock Market stating that, because the Company's Market Value of Publicly Held Shares was less than $15,000,000 during the period from Aug. 3, 2011, to Sept. 15, 2011, the Company no longer meets the requirement of Listing Rule 5450(b)(2)(C). The Nasdaq letter states that, pursuant to the Listing Rules, the Company has a 180 day compliance period, which expires on March 14, 2012, during which it must comply with the Listing Rules. If during the compliance period the Company's MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance prior to the expiration of the compliance period, the Company will receive written notification from Nasdaq that the Company's securities are subject to delisting. The Nasdaq letter also states that, alternatively, the Company might consider applying for a transfer to the Nasdaq Capital Market provided the Company satisfies the requirements for continued listing on that market. About CyberDefender Los Angeles, Calif.-based CyberDefender Corporation is a provider of remote LiveTech services and security and computer optimization software and to the consumer and small business market. The Company's mission is to bring to market advanced solutions to protect computer users against Internet viruses, spyware, identity theft and related security threats. The Company's balance sheet at June 30, 2011, showed $7.9 million in total assets, $40.6 million in total liabilities, and a stockholders' deficit of $32.7 million. May Consider Bankruptcy "We are presently engaged in active discussions for additional investments by existing and prospective investors but we have no funding commitments in place at this time and we can give no assurance that such capital will be available on favorable terms, or at all. If we cannot obtain financing, then we may be forced to further curtail our operations, or possibly be forced to evaluate a sale or consider other strategic alternatives such as bankruptcy." DESERT OASIS: Can Hire Swecker & Company as Accountants ------------------------------------------------------- Judge Bruce A. Markell of the U.S. Bankruptcy Court for the District of Nevada authorized Desert Oasis Apartments, LLC, to employ Swecker & Company, Ltd., as their accountants nunc pro tunc to May 10, 2011. Swecker will render accounting services, including, but not limited to, bank reconciliations; adjusting journal entries; and preparation of general ledgers, financial statements, and annual partnership income tax returns. Swecker's standard billing rates are: CPA review $300 Staff Accountant $120 Administrative Staff $60 Swecker has assured the Court that it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Desert Oasis Apartments Desert Oasis Apartments LLC owns a garden-style apartment complex situated across the boulevard from the Mandalay Bay Resort. The apartment complex is valued at least $6,500,000. Secured creditor Wells Fargo set a trustee's sale on the apartment complex for May 11, 2011, but Desert Oasis sought bankruptcy protection (Bankr. D. Nev. Case No. 11-17208) the day before the sale. Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, serves as the Debtor's bankruptcy counsel. The Company disclosed $18,067,242 in assets and $20,291,316 in liabilities as of the Chapter 11 filing. No trustee or creditors committee have been appointed in the case. DIGITILITI INC: Signs $1.5MM Notes & Warrants Purchase Agreement ---------------------------------------------------------------- Digitiliti, Inc., on June 29, 2011, entered into the Junior Secured Convertible Promissory Note and Warrant Purchase Agreement with certain investors, whereby upon meeting certain conditions the Investors may purchase up to the aggregate principal amount of $1,500,000 of Junior Secured Convertible Promissory Notes and five-year warrants to purchase the number of shares of common stock equal to 10% of the principal amount of the Notes divided by the exercise price of $0.06 per share at the aggregate purchase price equal to the principal amount of the Notes. The Notes bear interest at the rate of 8% per annum, are secured by the assets of the Company, but the repayment is subordinated to the repayment of all secured notes previously issued by the Company. The Notes mature twenty-four months after the closing of the First Tranche, but the maturity date may be extended by the Company for up six additional months. The payment of principal and accrued interest is due on the maturity date. In addition, upon meeting certain conditions, including stockholder approval to increase the number of authorized shares, the Notes may be convertible into common shares at the conversion rate of $0.06 per share. Upon meeting certain conditions, including the hiring of a new President and Chief Executive Officer, the Investors were entitled to purchase in a Second Tranche an additional minimum principal amount of $500,000 of Notes and Warrants up to a maximum of $1,000,000. The Purchase Agreement further provides that the Investors collectively have the right to nominate one director to the Company's Board of Directors for as long as the Notes remain outstanding. In addition, the agreement restricts the Company from taking certain actions without written consent of holders of more than 50% in principal amount of the outstanding Notes, including the sale of the Company, amendment of the Certificate of Incorporation, change in the size of the Board of Directors and the creation of any new debt security. The Purchase Agreement also contains indemnification provisions. Under the terms of the Purchase Agreement, certain investors who had purchased securities from the Company in a recent private placement and a director who had previously purchased promissory notes from the Company may convert such securities into the same securities sold to the Investors under the Purchase Agreement. Upon entering into the Purchase Agreement on June 29, 2011, the Investors purchased $500,000 in principal amount of Notes and Warrants to purchase 833,334 shares, which is referred to as the First Tranche, for an aggregate purchase price of $500,000. As conditions to closing the First Tranche, Jack Scheetz was appointed as an interim President and Chief Executive Officer and as a director until a new President and Chief Executive Officer could be located and hired by the Company. On Sept. 15, 2011, the Investors purchased $525,000 in principal amount of Notes and Warrants to purchase 875,000 shares, which meets the minimum amount required of $500,000 to break escrow and release funds under the Second Tranche, for an aggregate purchase price of $525,000. Under the terms of the Purchase Agreement, the Investors may purchase up to a maximum amount of $1,000,000 of securities under the Purchase Agreement. As a condition for breaking escrow and releasing funds under the Second Tranche, the Investors waived the condition requiring the hiring of a new President and Chief Executive Officer. In addition, breaking escrow and releasing funds under this Second Tranche did not involve the repayment or conversion of $50,000 of indebtedness owed to one of the Company's directors as conditioned in the Purchase Agreement. At this time, this indebtedness will remain outstanding until resolved between the Company and the director. About Digitiliti, Inc. St. Paul, Minnesota-based Digitiliti, Inc.'s business is developing and delivering storage technologies and methodologies enabling its customers to manage, control, protect and access their information and data with ease. The Company's core business is providing a cost effective on-line data protection solution to the small to medium business ("SMB") and small to medium enterprise ("SME") markets through its DigiBAK service. This on- line data protection solution helps organizations properly manage and protect their entire network from one centralized location. The Company reported a net loss of $6.41 million on $2.14 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $5.17 million on $3.19 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $1.45 million in total assets, $3.36 million in total liabilities and a $1.90 million total stockholders' deficit. As reported by the TCR on April 18, 2011, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has suffered losses from operations and has a working capital deficit. DRYSHIPS INC: To Distribute Ocean Rig Shares as Part of Spin Off ---------------------------------------------------------------- DryShips Inc. said that based on 408,394,836 common shares outstanding as of the record date of Sept. 21, 2011, DryShips will distribute 2,967,359 common shares of Ocean Rig UDW on a pro rata basis, or 0.007266 common shares of Ocean Rig UDW for every one share of common stock of DryShips. The distribution date for the partial spin off is Oct. 5, 2011. Ocean Rig UDW common shares began trading on a "when issued" basis on the Nasdaq Global Select Market under the ticker symbol "ORIGV" on Sept. 19, 2011, and it is expected that Ocean Rig UDW common shares will begin "regular way" trading on the Nasdaq Global Select Market on Oct. 6, 2011. As previously announced, fractional shares of Ocean Rig UDW common stock will not be distributed to DryShips shareholders. Instead, fractional shares of Ocean Rig UDW will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to DryShips' shareholders who would otherwise be entitled to receive a fractional share of Ocean Rig UDW common stock. No action or payment is required by DryShips' shareholders to receive shares of Ocean Rig UDW common stock. An Information Statement containing details regarding the distribution of the Ocean Rig UDW common stock will be mailed to DryShips' shareholders prior to the distribution date. Investors are encouraged to consult with their financial advisers regarding the specific implications of buying or selling DryShips common stock after the ex-dividend date of Sept. 19, 2011. The distribution of shares of Ocean Rig UDW common stock or cash in lieu thereof in the partial spin-off will be characterized as a taxable dividend for United States federal income tax purposes. The amount of the dividend for such tax purposes will be equal to the sum of (x) the fair market value of Ocean Rig UDW Shares received by a U.S. Holder; and (y) any cash payment in lieu of fractional shares paid to a U.S. Holder. A full-text copy of the filing is available for free at: http://is.gd/LlHoAN About DryShips Inc. Based in Greece, DryShips Inc. -- http://www.dryships.com/-- -- owns and operates drybulk carriers and offshore oil deep water drilling units that operate worldwide. As of Sept. 10, 2010, DryShips owns a fleet of 40 drybulk carriers (including newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax, with a combined deadweight tonnage of over 3.6 million tons and 6 offshore oil deep water drilling units, comprising of 2 ultra deep water semisubmersible drilling rigs and 4 ultra deep water newbuilding drillships. DryShips's common stock is listed on the NASDAQ Global Select Market where it trades under the symbol "DRYS". On Nov. 25, 2010, DryShips Inc. entered into a waiver letter for its US$230.0 million credit facility dated Sept. 10, 2007, as amended, extending the waiver of certain covenants through Dec. 31, 2010. In its audit report on the Company's financial statements for the year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos & Cambanis S.A., noted that the Company's inability to comply with financial covenants under its original loan agreements as of Dec. 31, 2009, its negative working capital position and other matters raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2011, showed US$7.86 billion in total assets, US$4.03 billion in total liabilities, and US$3.83 billion in total equity. ENCINO CORPORATE: Has Until Nov. 16 to Propose Chapter 11 Plan -------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California extended Encino Corporate Plaza, L.P's exclusive periods to file and solicit acceptances for the proposed Chapter 11 Plan until Nov. 16, 2011, and Jan. 15, 2011, respectively. As reported in the Troubled Company Reporter on Sept. 1, 2011, the Debtor said it continues to be engaged in discussions with its primary secured creditor, Wells Fargo Bank, N.A., as trustee for the certificate holders of the ML-CFC Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-Through Certificates Series 2006-3, in an effort to formulate the terms of a consensual plan of reorganization. The Debtor also continues to make postpetition interest payments to the Lender. The Lender asserted that it is currently owed in excess of $33 million under the loan, secured by the Property, the fixtures and personal property located at or on the Property, as well as the Debtor's cash, which is derived primarily, if not entirely, from rent received by the Debtor from its tenants. The Debtor disputes the claim amount asserted by the Lender. About Encino Corporate Encino Corporate Plaza, L.P., owns the real property commonly known as Encino Corporate Plaza, located at 16661 Ventura Boulevard, Encino, California. The Property is a ten-story building containing approximately 135,000 square feet of rentable space. The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-14917) on April 20, 2011. David L. Neale, Esq., Juliet L. Oh, Esq., and Gwendolen D. Long, Esq., at Levene Neale Bender, Yoo & Brill L.L.P., in Los Angeles, California, serve as the Debtor's counsel. The Debtor disclosed $34,268,167 in assets and $33,413,759 in liabilities as of the Chapter 11 filing. EQUIPOWER RESOURCES: Moody's Affirms Ba3 Rating on Facilities ------------------------------------------------------------- Moody's Investors Service affirmed the Ba3 rating and revised the outlook on EquiPower Resources Holdings, LLC (EquiPower or Projects) $525 million senior secured credit facilities to negative from stable. The facilities are comprised of a $425 million senior secured term loan and a $100 million senior secured working capital facility. Ratings Rationale The negative outlook reflects the likely reductions in the Projects' cash flows as the result of the Connecticut electric generation tax under Moody's conservative scenarios. The tax law, recently enacted in June 2011 and implemented on July 1, 2011 by the state of Connecticut, is designed to tax all in-state electric generators, except for those that utilize alternative energy sources such as solar, wind, water or biomass. The tax is $2.5/MWh and is in effect through June 30, 2013. EquiPower's two largest assets, the gas-fired 812 MW Lake Road and 548 MW Milford projects that make up for approximately 76% of its total owned capacity and nearly 90% of expected cash flow, are located in Connecticut. Lake Road and Milford's energy hedges further complicate the tax impact since the hedges do not provide for a pass through of the tax while merchant energy sales could potentially recover some or all of the generator tax through higher energy prices. Moody's estimates the cash flow impact could be roughly $10 million per year based on energy sales tied to the energy hedge. Over the next three years, the average annual debt service coverage ratio (DSCR) is expected to decline to 1.45 times versus 1.66 times initially expected under Moody's conservative scenario, while FFO/Debt is expected to fall to 4.9% as opposed to 6.9% originally anticipated. The tax impact is expected to be greatest in 2012 since the tax would be in place for all of that year and the resulting DSCR and FFO/Debt is 1.27 times and 3.3% under Moody's conservative scenario. Moody's notes that the Projects' actual financial performance for the first six months of 2011 has been closer to Moody's conservative case than management expectations due to unexpected gas basis loss, lower spark spreads and other factors. The negative outlook also reflects the likely higher refinancing amount since the generator tax is likely to result in less excess cash and could diminish Equipower's longer term financial metrics. Limited prospects exist for a rating upgrade in the near term, especially given the introduction of the new generation tax law in Connecticut. The outlook can be revised to stable, however, if the Projects manage to perform at least according to Moody's original expectations and the generator tax is not extended. Over the longer term, positive trends that could lead to an upgrade include greater than expected debt reduction and cash flow credit metrics solidly in the 'Ba' category under Moody's methodology. The rating could be downgraded if the generator tax is extended, if the Projects' financial metrics is unlikely to revert back to original expectations after 2012, if the Projects incur operating problems, or if the Projects do not achieve forecasted debt amortization levels. The last rating action took place on January 4, 2011, when the initial Ba3 rating was assigned with stable outlook. The principal methodology used in this rating was Power Generation Projects published in December 2008. EquiPower owns four gas fired power projects totaling 1,792 MW and is an indirect subsidiary of private equity funds managed by Energy Capital Partners and several of the funds co-investors. The Projects consist of the 812 MW Lake Road and 548 MW Milford projects in Connecticut and the 264 MW MassPower and 168 MW Dighton projects in Massachusetts. The Projects reached commercial operation from 1993 to 2004. Energy Capital Partners manages private equity funds that invest in the power generation, midstream gas, renewable energy, and electric transmission sectors of North America's energy infrastructure. F H HAMMERSEN: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: F H Hammersen Inc. P.O. Box 115 Helen, GA 30545 Bankruptcy Case No.: 11-23890 Chapter 11 Petition Date: September 20, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Gainesville) Debtor's Counsel: David R. Trippe, Esq. DAVID R. TRIPPE, LLC P.O. Box 193 Sautee Nacoochee, GA 30571 Tel: (706) 348-9523 Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company’s list of its two largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ganb11-23890.pdf The petition was signed by Christian F H Hammersen, president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Christian F H Hammersen 11-23889 09/20/11 FIRST PHYSICIANS: Completes $1.5-Mil. Bridge Note Financing ----------------------------------------------------------- First Physicians Capital Group, Inc., is providing updates on its recent strategic and financing initiatives. In September 2011, FPCG completed a $1.5 million interim round of bridge note financing. In conjunction with the new working capital financing, certain existing senior noteholders extended bridge notes issued in 2009 that were scheduled to expire in August 2011. Investors in the interim bridge notes received the right to exchange their existing Series 5-A and 6-A Preferred Stock and Common Stock to a new class of Convertible Preferred Stock or Junior Subordinated Notes subject to certain limitations. Upon funding of the full commitment of this financing, FPCG will have $3.7 million in senior secured notes outstanding. Participants in the financing include members of management, members of the board of directors and some of the Company's largest current shareholders and current lenders. FPCG completed the sale of its interest in its Del Mar surgery center in September 2011 to its physician partners. The consideration includes a majority in cash and the remainder in notes and certain future contingent payments. The Company has now sold all of its hospitals and surgery centers. The Company is continuing to explore potential sale or financing opportunities relating to its ownership interests in hospital real estate, including a sale of its hospital real estate to current tenants or third parties, or the retirement of the Company's USDA mortgage notes with the intention of completing a subsequent sale of the real estate assets. The Company is targeting completion of this process by Q1 2012. FPCG has received various preliminary proposals on a potential leveraged recapitalization and going private sale of the Company. The Company has been working with its legal counsel and bankers to evaluate the proposals. If and when a potential buyer or capital partner is chosen, the Company's legal counsel will provide appropriate information to shareholders. The Company will continue to provide updates as progress is made. About First Physicians Beverly Hills, Calif.-based First Physicians Capital Group, Inc. (OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator of healthcare services firms in the U.S. The Company's balance sheet at Dec. 31, 2010, showed $24.6 million in total assets, $28.9 million in total liabilities, $191,000 in non-redeemable preferred stock, $12.2 million in redeemable preferred stock, and a stockholders' deficit of $16.7 million. As reported in the Troubled Company Reporter on Feb. 21, 2011, Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt about First Physicians Capital Group's ability to continue as a going concern, following the Company's results for the fiscal year ended Sept. 30, 2010. The independent auditors noted that the Company has experienced recurring losses from operations. FNBH BANCORP: Reports $76,900 Profit in Second Quarter ------------------------------------------------------ FNBH Bancorp, Inc., files its quarterly report on Form 10-Q, reporting net income of $76,921 on $2.89 million of net interest income for the three months ended June 30, 2011, compared with a net loss of $915,345 on $2.90 million of net interest income for the same period of 2010. For the six months ended June 30, 2011, the Company had a net loss of $145,837 on $5.67 million of net interest income, compared with a net loss of $1.53 million on $5.93 million of net interest income for the same period last year. The Company's balance sheet at June 30, 2011, showed $293.53 million in total assets, $283.13 million in total liabilities, and stockholders' equity of $10.40 million. Since June 30, 2009 ,the Bank has been undercapitalized by regulatory standards. Effective Sept. 24, 2009, the Bank has been subject to the terms of a Consent Order agreement with the Office of the Comptroller of the Currency. Pursuant to the Consent Order, the Bank was required to achieve and maintain total capital equal to 11% of risk weighted assets and Tier 1 capital equal to at least 8.5% of adjusted total assets by Jan. 22, 2010. To date, the Bank has failed to meet these required minimum ratios and is currently out of compliance with these required minimum capital ratios as well as other requirements of the Consent Order. In light of the Bank's noncompliance with the Consent Order, continued losses, deficient capital position and the uncertainty regarding the ability to raise additional equity capital, management believes it is reasonable to anticipate that further regulatory oversight or enforcement action may be taken by the OCC. A complete text of the Form 10-Q is available for free at http://is.gd/BWXY18 FNBH Bancorp, Inc., a Michigan business corporation, is a one bank holding company which owns all of the outstanding capital stock of First National Bank in Howell and all of the outstanding stock of HB Realty Co., a subsidiary. The Bank serves primarily five communities, Howell, Brighton, Green Oak Township, Hartland, and Fowlerville, all of which are located in Livingston County. GALP WATERS: Files Schedules of Assets and Liabilities ------------------------------------------------------ GALP Waters Limited Partnership filed with the Bankruptcy Court for the Southern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $14,511,375 B. Personal Property $1,422,208 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $11,653,000 E. Creditors Holding Unsecured Priority Claims $138,292 F. Creditors Holding Unsecured Non-priority Claims $3,402,658 ----------- ----------- TOTAL $15,933,583 $15,193,950 GALP Highcross Limited Partners also filed its schedules disclosing $11,234,635 in assets and $10,477,952 in liabilities as of the Chapter 11 filing. Houston, Texas-based GALP Waters Limited Partnership, aka Gallery at Champions Apartments, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011. Affiliate GALP Highcross Limited Partnership filed a separate petition (Case No. 11-36741) on the same day. The cases are jointly administered before Judge Karen K. Brown. Matthew Hoffman, Esq., at the Law Offices Of Matthew Hoffman, P.C. represents the Debtor in its restructuring effort. The petitions were signed by Gary M. Gray, president of Waters-1 GP, Inc., general partner of Waters GP, L.P., general partner. GARRISON INT'L: $17MM Suit Filed in Quebec re Garrison Asia ----------------------------------------------------------- Garrison International Ltd. notifies its shareholders that an Introductory Motion in Damages and Permanent Injunction against Garrison International Ltd., its current and former Directors and its Legal Counsel, has been filed in the Province of Quebec. Although the company has no operations in Quebec either current or pending, the motion has been filed in the Superior Court, District of Montreal, Province of Quebec by Plaintiffs Georges Haligua Cohen and Daniel P. Neelon et al. Mr. Cohen had previously loaned Garrison Asia LLC, the Mongolian subsidiary of Garrison International Ltd., the sum of $209,000 in November 2010 and thereafter in January 2011 Mr. Cohen alleged a default and seized the shares of Garrison Asia LLC. The civil action, amongst other claims, makes allegations of fraud and claims damages of $17,301,724. This action was filed on August 10, 2011 and the Company is preparing its legal defence in response to this action. The Company also wishes to notify its shareholders with an update in regard to its News Release of May 20, 2011 concerning its statement of the unauthorized transfer of the Company's subsidiary in Mongolia that occurred in January and February 2011, that a criminal action has been filed in Mongolia against Georges Cohen, a former Director of Garrison International Ltd, and Daniel Neelon, Counsel of Mr. Cohen, and has been assigned case number 21147156. The criminal action pending against Mr. Cohen and Mr. Neelon was filed under section 236 of the Mongolian Criminal Code which refers to "a procedure which has caused substantial damage to a business entity" and may be reviewed under Section 148 which is entitled "Appropriation of Property by Fraud" or Section 150 which is entitled "Misappropriation or Embezzlement of Property". The action is currently under investigation by the Mongolian Police. Pending the outcome of this investigation Daniel Neelon, who resides in Ulaan Baatar, cannot leave Mongolia as he is under a Police injunction. Georges Cohen has not returned to Mongolia since February 2011 when he completed the transfer of the Company subsidiary into his own name. The Mongolian Police have directed the two parties to deliver all of the assets of Garrison Asia LLC into their possession until the investigation and the legal matters filed in Mongolia have been completed. To date, the Mongolian Police have taken possession of some but not all of Garrison Asia's assets which were taken by Cohen and Neelon. Thus far, Garrison Asia's company stamp as well as its exploration and mining licenses have been recovered from Daniel Neelon and placed into the possession of the Mongolian Police. Recovery of other assets, such as maps, reports and a motor vehicle, are still pending. The corporate certificates and registration papers of Garrison Asia, according to Mr. Cohen's Statement of Claim in the Quebec proceedings mentioned above, have been taken out of Mongolia and are currently held in Montreal by Mr. Cohen. Other matters in the Mongolian court system involve a civil action which had been initiated by Mr. Cohen in Mongolia against two Directors of the Company. This action was initiated on April 26, 2011 alleging that not all of the exploration licenses held by Garrison Asia LLC were obtained by Mr. Cohen and the plaintiffs were seeking possession of any other exploration licenses held by Garrison Asia. A hearing in this matter took place on September 21, 2011 in Ulaan Baatar in Mongolian District Civil Court. To date all exploration licenses held by Garrison Asia have been delivered to the possession of the Mongolian Police pending conclusion of the outstanding legal matters stated above. The hearing was attended by Mr. Blair Krueger, CEO of the Company. Neither Georges Cohen nor Daniel Neelon attended. The judge in the Court session reviewed the facts of the matter and determined that the case is now dismissed. Negotiations between the parties to resolve these issues began on March 30, 2011 when Mr. Cohen submitted a letter to the Company stating that he would reverse his actions and relinquish all interest in the Company for a cash payment of $3,000,000. The Company rejected this proposal outright at that time. Discussions continued with Mr. Daniel Neelon in Ulaan Baatar, on the weekend of August 19th, 2011. At this time Mr. Neelon estimated that his client, Mr. Cohen, had loaned the Company a little over $300,000 and also owned approximately 10,000,000 shares of Garrison which have a current value of about $350,000. Also at this time, Mr. Neelon informed Garrison management that Mr. Cohen would reverse his actions in Mongolia, drop his lawsuit for $17.3 million that was filed in Quebec, drop his civil lawsuit filed in Mongolia, and would sell his debt and equity back to the Company for a cash payment of $2,000,000. In addition, Mr. Neelon, an Attorney in the United States of America and a member of the Massachusetts Bar Association, requested a payment of $250,000 from the Company to cover his legal fees from his client, which currently remain unpaid as he claims that his client has not paid him his fees due to date. The Company has once again rejected these requests and is proceeding with its own action against Mr. Cohen and Mr. Neelon under Mongolian Law. Mr. Blair Krueger, President & CEO of Garrison says "it is regrettable that we must spend management time and resources on these matters, but we consider the motion filed in the Province of Quebec to be a frivolous attempt to distract attention from the correct jurisdiction of this matter being the courts of Mongolia. Further, we consider these actions to be inaccurate and without substance. Although Mr. Cohen, Neelon et al have accused the Directors of Garrison of fraud, in actuality we are of the opinion that the facts show the situation to be exactly the opposite." About Garrison Garrison International Ltd. -- http://www.sedar.com/-- is a junior mineral exploration company focused on acquiring and developing advanced stage gold properties in Mongolia. GATEWAY AT MOUNTAIN: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Gateway At Mountain Village Fund 1, LLC 4311 Wilshire Boulevard, Suite 100 Los Angeles, CA 90010 Bankruptcy Case No.: 11-49675 Chapter 11 Petition Date: September 20, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Lee S. No, Esq. LAW OFFICES OF LEE S. NO 10866 Beach Boulevard Stanton, CA 90680 Tel: (714) 667-2811 Fax: (714) 667-2810 E-mail: lee@ohnolaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $0 to $50,000 The Company did not file a list of creditors together with its petition. The petition was signed by Jae Y. Kim, managing member. GENOIL INC: Posts C$906,200 Net Loss in Second Quarter ------------------------------------------------------ Genoil Inc. incurred a net loss of C$906,297 for the three months ended June 30, 2011, compared with a net loss of C$1.2 million for the same period of 2010. For the six months ended June 30, 2011, the Company had a net loss of C$2.4 million, compared with a net loss of C$2.9 million for the same period last year. The Company has not generated revenues from its technologies to date and has funded its near term operations by way of capital stock private placements and short-term loans. The Company's balance sheet at June 30, 2011, showed C$5.2 million in total assets, C$3.4 million in total liabilities, and stockholders' equity of C$1.8 million. A copy of the Company's interim consolidated financial statements for the three months ended June 30, 2011, is available for free at http://is.gd/DdECla A copy of the Management's Discussion and Analysis of the Company's interim consolidated financial statements for the three months ended June 30, 2011, is available for free at: http://is.gd/WTgB0s About Genoil Inc. Genoil Inc., headquartered in Alberta, Canada, is a technology development company focused on providing innovative solutions to the oil and gas industry through the use of proprietary technologies. The Company's business activities are primarily directed to the development and commercialization of its upgrader technology, which is designed to economically convert heavy crude oil into light synthetic crude. The Company is listed on the TSX Venture Exchange under the symbol GNO as well as the Nasdaq OTC Bulletin Board using the symbol GNOLF.OB. GENTA INC: Has 609.4 Million Outstanding Common Shares ------------------------------------------------------ The number of outstanding shares of Genta Incorporated common stock par value $0.001 as of Sept. 23, 2011, was 609,459,043. About Genta Incorporated Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB: GNTA) -- http://www.genta.com/-- is a biopharmaceutical company engaged in pharmaceutical (drug) research and development. The Company is dedicated to the identification, development and commercialization of novel drugs for the treatment of cancer and related diseases. EisnerAmper LLP, in Edison, New Jersey, expressed substantial doubt about Genta's ability to continue as a going concern following the 2010 financial results. The independent auditors noted that of the Company's recurring losses from operations, negative cash flows from operations and current maturities of convertible notes payable. Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not include a going concern explanatory paragraph in its audit report on the Company's financial statements for fiscal 2009. The Company reported a net loss of $167.3 million on $257,000 of sales for 2010, compared with a net loss of $86.3 million on $218,000 for 2009. The Company's balance sheet at June 30, 2011, showed $6.44 million in total assets, $19.10 million in total liabilities, and a $12.65 million total stockholders' deficit. At June 30, 2011, Genta had cash and cash equivalents totaling $5.2 million, compared with $12.8 million at Dec. 31, 2010. Net cash used in operating activities during the first six months of 2011 was $7.3 million, or approximately $1.2 million per month. Bankruptcy Warning Presently, with no further financing, the Company projects that it will run out of funds during the third quarter of 2011. The Company currently does not have any additional financing in place. If the Company is unable to raise additional funds, it could be required to reduce its spending plans, reduce its workforce, license one or more of its products or technologies that it would otherwise seek to commercialize, sell certain assets, or even declare bankruptcy. The Company said there can be no assurance that it can obtain financing, if at all, or raise such additional funds, on terms acceptable to it. GLC LIMITED: To Present Plan for Confirmation Oct. 27 ----------------------------------------------------- On Sept. 6, 2011, the U.S. Bankruptcy Court for the Southern District of Ohio entered an order approving the adequacy of GLC Limited's Modified First Amended Disclosure Statement, filed Sept. 1, 2011. The Court set Oct. 14, 2011, at 4:00 p.m. (prevailing Eastern Time) for the submission of ballots accepting or rejecting the Plan. The hearing to consider the confirmation of the Plan is scheduled for Oct. 27, 2011, at 10:00 a.m. (prevailing Eastern Time). Objections or proposed modifications, if any, to the Plan must be filed so as to be actually received no later than 4:00 p.m. (prevailing Eastern Time) on Oct. 21, 2011. On Sept. 8, 2011, the Debtor filed a Modified First Amended Disclosure Statement [Docket No. 286] with regard to the Debtor's Modified First Amended Chapter 11 Plan of Liquidation (with technical modifications stated on record at the disclosure statement hearing). The Plan is a plan of liquidation. The Plan will be funded through the effective collection and liquidation of the remaining assets of the Debtor by the Plan Administrator into Cash for the benefit of creditors of the Debtor. The Plan designates 4 Classes of Claims and Interests: Class 1 Secured Claims Unimpaired. Deemed to Accept Class 2 General Unsecured Claims Impaired. Entitled to Vote Class 3 Section 510(B) Claims Impaired. Deemed to Reject Class 4 Interests in the Debtor Impaired. Deemed to Reject Holders of Allowed Class 1 Secured Claims, scheduled in the aggregate amount of $255,899, will either receive (1) lump sum payments in full; or (2) the surrender of the collateral. Any deficiency claim will be treated as a Class 2 General Unsecured Claim. Holders of Allowed Class 2 General Unsecured Claim, estimated to be approximately $27,770,456, which includes the unsecured claims of individuals and entities who made investments in the Debtor, will, in full and final satisfaction of their Claims, share Pro Rata in the proceeds of the Remaining Assets after payment in full of (i) Plan Expenses, (ii) Allowed Administrative Claims, (iii) Allowed Priority Tax Claims, (iv) Allowed Priority Claims and (v) Allowed Class 1 Secured Claims. Holders of Class 3 Subordinated Claims under Section 510(b) and (c) of the Bankruptcy Code will not receive any distribution of account of their Claims until each holder of an Allowed Class 2 General Unsecured Claim receives payment in full plus accrued interest. All Class 4 Interests will be deemed canceled, and all holders of Interests will neither receive nor retain any property under the Plan. A copy of the Modified First Amended Disclosure Statement {with technical modifications) is available for free at: http://bankrupt.com/misc/glclimited.DS.sept82011.pdf About GLC Limited Proctorville, Ohio-based GLC Limited is a retail liquidation company in the wholesale/retail distribution industry. It offers large selections of name brand products in many categories. It distributes its goods through a network of wholesale distributors, retail chains and discount and surplus centers. It owns four warehouses for its goods which are located in Proctorville and Columbus, Ohio and Huntington, West Virginia. GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio Case No. 11-11090) on Feb. 28, 2011. James R. Burritt, chief restructuring officer, signed the Chapter 11 petition. The Debtor disclosed $18,231,434 in assets and $28,095,356 in liabilities as of the Chapter 11 filing. Ronald E. Gold, Esq., and Joseph B. Wells, Esq., at Frost Brown Todd LLC, in Cincinnati, Ohio, serve as the Debtor's bankruptcy counsel. James R.Burritt is the Chief Restructuring Officer and Leon C. Ebbert, PC, CPA, has been tapped as accountants. The Official Committee of Unsecured Creditors in GLC Limited's Chapter 11 bankruptcy case has tapped Morris, Manning & Martin, LLP, as counsel. GLOBAL CLEAN: Posts $559,100 Net Loss in Second Quarter ------------------------------------------------------- Global Clean Energy Holdings, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $559,141 on $111,328 of revenue for the three months ended June 30, 2011, compared with a net loss of $256,518 on $71,864 of revenue for the same period of 2010. For the six months ended June 30, 2011, the Company had a net loss of $1.1 million on $371,552 of revenue, compared with a net loss of $1.0 million on $204,717 of revenue for the same period last year. The Company's balance sheet at June 30, 2011, showed $14.0 million in total assets, $10.9 million in total liabilities, and stockholders' equity of $3.1 million. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed substantial doubt about Global Clean Energy Holdings' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred significant losses from current operations, used a substantial amount of cash to maintain its operations and has a large working capital deficit. A complete text of the Form 10-Q is available for free at: http://is.gd/gErmn8 Long Beach, Calif.-based Global Clean Energy Holdings, Inc., is anenergy agri-business focused on the development of non-food based bio-fuel feedstock. GCEH is focusing on the commercialization of oil and biomass derived from the seeds of Jatropha curcas ("Jatropha") -- a native non-edible plant indigenous to many tropical and sub-tropical regions of the world, including Mexico, the Caribbean and Central America. Jatropha oil is high-quality plant oil used as a direct replacement for fossil fuels or as feedstock for the production of high quality first and second generation biofuels like bio-diesel, renewable diesel or bio-jet, which are direct replacements for diesel fuel and jet fuel. GREEN BANKSHARES: Posts $11.1 Million Net Loss in Second Quarter ---------------------------------------------------------------- Green Bankshares, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $11.1 million on $19.5 million of net interest income for the three months ended June 30, 2011, compared with net income of $2.8 million on $21.5 million of net interest income for the same period of 2010. For the six months ended June 30, 2011, the Company had a net loss of $21.4 million on $38.7 million of net interest income, compared with net income of $6.0 million on $43.1 million of net interest income for the same period last year. The Company's balance sheet at June 30, 2011, showed $2.294 billion in total assets, $2.172 billion in total liabilities, and stockholders' equity of $122.0 million. At June 30, 2011, capital ratios for the Bank and the Company remained above the statutory minimums necessary to be deemed a well-capitalized financial institution. However, they fell below the Tier 1 leverage ratio of 10.0% and the Total risk-based capital ratio of 14.0% that the Bank had informally committed to its regulators that it would maintain. On May 2, 2011, the Bank received notice from the FDIC and the TDFI that, as a result of those agencies' findings in their most recently completed joint safety and soundness examination, the agencies would be seeking a formal enforcement action against the Bank aimed at strengthening the Bank's operations and its financial condition, and that accordingly, the FDIC was pursuing the issuance of a consent order against the Bank and the TDFI was pursuing the issuance of a written agreement against the Bank. The Company believes that the final terms of the order and written agreement will contain requirements similar to those that the Bank has already informally committed to comply with, including requirements to maintain the Bank's capital ratios above those levels required to be considered "well-capitalized" under federal banking regulations. A complete text of the Form 10-Q is available for free at: http://is.gd/BqyLvz Greeneville, Tennessee-based Green Bankshares, Inc., is the bank holding company for GreenBank , a Tennessee-chartered commercial bank that conducts the principal business of the Company. On May 5, 2011, the Company and the Bank entered into an Investment Agreement with North American Financial Holdings, Inc., a Miami-based national bank holding company, pursuant to which North American has agreed to acquire approximately 120 million shares of the Company's common stock at a per share purchase price of $1.81, for a total investment of approximately $217 million. On Sept. 7, 2011, North American and Green Bankshares announced the closing of the investment in the Company by NAFH of approximately $217 million through the purchase of the Company's common stock. H&S JOURNAL: Files Ch. 11 Plan & Disclosure Statement ----------------------------------------------------- H&S Journal Square Associates, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a plan of reorganization and an explanatory disclosure statement. The Plan contemplates the sale of the Debtor's property at 912-921 Bergen Avenue, in Jersey City, New Jersey. The Debtor believes the sale will generate sufficient proceeds to pay creditors in full, or at least provides the opportunity for full payment depending on the ultimate sale price. The Debtor will retain Eastern Consolidated, a well-known commercial broker in New York, to assist in locating a "stalking horse" buyer. The closing of the sale will provide the funds needed by the Debtor to fully implement the Plan, which principally involves addressing the first mortgage claim held by CA 912-921 Bergen Avenue LLC, as successor to Oritani Savings Bank. The focus of the Plan is a two-step process to address the claims of the first mortgage. In the first instance, the Debtor will cure all prepetition mortgage arrears accruing prior to the acceleration of the mortgage on August 5, 2009, together with any other additional defaults following a reconciliation of the application of rents being collected by Oritani, and now CA, under a voluntary non-court appointed receivership scenario. Upon the cure, the Mortgage will be deemed reinstated, and the consequences flowing from acceleration will be reversed including, most importantly, the imposition of default interest of 20% per annum on the accelerated debt after August 5, 2009. In phase two of the Plan, the Property will be sold through a court-approved auction process following confirmation, whereupon the reinstated mortgage balance of $14,077,715 will be paid in full together with any additional charges or other allowed costs associated therewith. Under the Plan, claims filed against the Debtor are classified and treated as: * Class 1 - CA Secured Claim. The Debtor will cure all amounts due and owing in connection with CA Note and Mortgage prior to the acceleration on August 5, 2009, plus pay late charges and unfunded escrows, all totaling $366,271. To the extent any other arrears exist after August 5, 2009, they will be paid as well calculated at the non-default interest rate of 5.875%. Upon full cure of arrears, the CA Note and Mortgage will be deemed reinstated. Once cured and reinstated, the CA Note and Mortgage will continue to be a first lien and security interest encumbering the Debtor's Property and will be subsequently paid and satisfied in full. * Class 2 - Governmental Units Claims. Any allowed claims of Governmental Units will be paid in full with statutory interest. * Class 3 - Allowed Valid Construction Liens Claims. Any allowed Class 3 construction lien claims will be paid in full with interest at the federal judgment rate of interest. * Class 4 - Allowed General Unsecured Claims. Holders of allowed Class 4 claims will be paid a pro rata dividend up to 100% of their allowed claims with interest at the federal judgment rate based on calculation of the remaining Net Proceeds, after payment of all Allowed Administrative Expenses and Class 2 and 3 Claims, divided by the total amount of Allowed Claim 4 claims, anticipated to aggregate $1.6. million, including the balances owed to the Lots Store Trustee of approximately $1.2. million. * Class 5 - Equity Interests of Haskel Dweck and Scott Dweck. The Debtor's equity holders will divide any remaining surplus pursuant to any agreement that exist between themselves. A full-text copy of the Disclosure Statement, dated Sept. 15, is available for free at http://ResearchArchives.com/t/s?76fd About H&S Journal Square Associates Based in Jersey City, New Jersey, H&S Journal Square Associates LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-11623) on April 6, 2011. Kevin J. Nash, Esq., and J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in New York, represents the Debtor. The Debtor disclosed $20,799,032 in assets, and $18,944,510 in debts. HARVEST OAKS: Plan Confirmation Hearing Set for Sept. 29 -------------------------------------------------------- Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, approved the disclosure statement explaining Harvest Oaks Drive Associates, LLC's plan of reorganization. The Court will convene a hearing on Sept. 29, 2011, at 10:00 a.m., to consider confirmation of the Plan. Sept. 28 is the last day for filing plan confirmation objections. The Plan contemplates a reorganization and continuation of the Debtor's business. Certain creditor claims will be satisfied from income earned through the continued operations of the Debtor's business. The Plan designates these classes of claims and interests: Class Status ----- ------ 1. Administrative Costs Impaired 2. Ad Valorem Taxes Unimpaired 3. Tax Claims Unimpaired 4. CSMS 2006-C5 Strickland Road Impaired 5. CSMS Deficiency Claim Impaired 6. Tenant Leases Unimpaired 7. Pitney Bowes Lease Unimpaired 8. General Unsecured Claims Impaired 9. Subordinated Claims Impaired 10. Equity Security Holders Unimpaired Administrative costs will be paid in cash within 10 days from the Effective Date of the Plan, subject to availability of funds. The 2010 Property Taxes owed to the Wake County Revenue Department in the amount of $155,635.30 in Class 2 were paid on Dec. 29, 2010. The Debtor is unaware of any claims in Class 3. CSMC's secured claim in Class 4 will be treated as a secured obligation in an amount to be determined by the Court. For feasibility purposes, the Debtor has estimated that CSMC will have a secured claim in the amount of $14,036,705.54 in Alternative A and $11,700,000 in Alternative B as shown on Exhibit D to the Disclosure Statement. The Debtor and CSMC will enter into a lock box cash management agreement whereby all rents and security deposits received after the Effective Date will be deposited into designated accounts maintained by CSMC for disbursement as described in the Plan. During the time in which the lockbox arrangement is in place, CSMC will be paid interest only payments for the first 12 months, and thereafter in 72 monthly payments of principal and interest (based on a 30 year amortization schedule), with one final payment on the 72nd month. The CSMC Deficiency Claim in Class 5, if a deficiency is found to exist, will receive the same treatment as in Class 4. General Unsecured Claims in Class 8, estimated at $42,008, will be paid in full, with quarterly payments commencing 18 months after the Effective Date and continuing quarterly thereafter for a period of 5 years. Class 6 Subordinated Claims (unsecured claims of insiders), estimated at $2,569,353, will not receive any payments until all Class 8 General Unsecured Claims are paid in full, at which time the Debtor may pay these claims as agreed by between the parties. Equity claims of Max Barbour (99%) and Cheryl Barbour (1%) will retain their ownership interests. Copies of the Second Amended Plan and Second Amended Disclosure Statement are available at: http://bankrupt.com/misc/harvestoaks.2ndamendedplan.pdf http://bankrupt.com/misc/harvestoak.2ndamendedDS.pdf About Harvest Oaks Harvest Oaks Drive Associates, LLC, owns a shopping center in North Raleigh located at 9650 Strickland Road and 8801 Lead Mine Road, in Raleigh, North Carolina. The Shopping Center has numerous tenants that include chain stores such as the Kerr Drug and the UPS store, and local businesses such as restaurants, shops, and other retail businesses. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 10-03145) on April 21, 2010. Trawick H Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company in its restructuring effort. In its schedules, the Company disclosed $15,832,000 in assets and $14,634,161 in debts. HERCULES OFFSHORE: Conducts Annual Spud Can Inspection ------------------------------------------------------ Hercules Offshore, Inc., was conducting an ABS required annual spud can inspection on the Hercules 185 in protected waters offshore Angola. While conducting the inspection, it was determined that the spud can on the starboard leg had detached from the leg. The Company is preparing to mobilize the rig to Pointe Noire, Republic of Congo, where the Company will conduct an initial survey of the Rig in order to attempt to assess the extent of the damage. Until a full inspection of the Rig is completed, it is impossible to determine the extent of the damage, the scope of the repairs necessary to return the Rig to service and the anticipated time needed to complete the required repairs. However, the Company currently estimates that the Rig will be out of service for approximately six months. During this period, the Rig will be at zero dayrate pursuant to its contract with Cabinda Gulf Oil Company. The Company is insured for damage to the Rig, subject to a $3.5 million deductible and other customary limitations and exclusions. 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. The Company reported a net loss of $134.59 million on $657.48 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $91.73 million on $742.85 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $2.09 billion in total assets, $1.14 billion in total liabilities, and $944.48 million in stockholders' equity. The Troubled Company Reporter said on Nov. 17, 2010, Moody's Investors Service downgraded the Corporate Family Rating of Hercules Offshore Inc. and the Probability of Default Rating to Caa1 from B2. Moody's also downgraded Hercules' 10.5% senior secured notes due 2017, its senior secured revolving credit facility due 2012, and its senior secured term loan B due 2013, all to Caa1 with LGD3, 45%. The outlook remains negative. "The inability of Hercules to generate meaningful free cash flow despite limited reinvestment in its aging fleet of rigs is cause for concern," commented Stuart Miller, Moody's Senior Analyst. "Without a significant de-leveraging of its balance sheet, Hercules is following a path that could lead to financial hardship at the first sign of a market softening." Hercules' Caa1 CFR rating reflects its highly leveraged balance sheet and limited ability to generate free cash flow. The Caa1 rating on the senior secured notes reflects their pari passu secured position in Hercules' capital structure relative to the senior secured credit facilities. HOMELAND SECURITY: In Talks with YA Global on Forbearance --------------------------------------------------------- As previously disclosed, Homeland Security Capital Corporation entered into the First Amendment to the Forbearance Agreement entered into by and among YA Global Investments, L.P., as lender, the Company, Homeland Security Advisory Services, Inc., Celerity Systems, Inc., and Nexus Technologies Group, Inc., dated July 29, 2011, pursuant to which the Lender agreed to extend the Forbearance Period by amending the definition of "Termination Date" to Sept. 14, 2011. Pursuant to the terms and conditions of the Agreement and the Amendment, the Forbearance Period ended on Sept. 14, 2011. Consequently, as of Sept. 15, 2011, the Company became subject to foreclosure by the Lender without notice. As of Sept. 15, 2011, the Company had outstanding indebtedness to the Lender in the aggregate principal amount of approximately $14,188,923 and, with accrued interest, approximately $18,363,780. The Lender may immediately commence enforcing its rights and remedies pursuant to the Agreement, the agreements relating to the Debt and under applicable law. However, the Lender has not notified the Company of its intention to foreclose on the assets of the Company, all of which are pledged as collateral for the Debt. The Company and Lender are having discussions with respect to the extension of the Forbearance Period or renegotiation of revised terms to the agreements relating to the Debt. About Homeland Security Homeland Security Capital Corporation is an international provider of specialized technology-based radiological, nuclear, environmental disaster relief and electronic security solutions to government and commercial customers. At December 31, 2009, the Company had total assets of $35,815,519 against total liabilities of $38,018,448 and Warrants Payable -- Series H Preferred Stock of $169,768. Stockholders' deficit was $2,372,697 at December 31, 2009. In March 2008, the Company entered into a stock purchase agreement with YA Global Investments, L.P. pursuant to which the Company sold to YA 10,000 shares of its Series H Convertible Preferred Stock. The Series H Stock is convertible into shares of Common Stock at an initial ratio of 33,333 shares of Common Stock for each share of Series H Stock, subject to adjustments -- including the Company's wholly owned subsidiary, Safety & Ecology Holdings Corporation, achieving certain earnings milestones, as defined, for the calendar years ending December 31, 2009 and 2008. Safety operates its business on a fiscal year ending June 30. Safety achieved the first milestone for the calendar year ending December 31, 2008. However, the second financial milestone for the calendar year ended December 31, 2009, has not been satisfied, resulting in a potential adjustment to the conversion ratio yielding approximately 56,300 shares of Common Stock for each share of Series H Stock, or approximately a potential additional 230,000,000 shares of the Company's Common Stock in the aggregate. Management is discussing with YA the possibility of a waiver or amendment of any adjustment to the Series H Stock conversion ratio, however there can be no assurances YA will waive or amend the adjustment, if any, to the Series H Stock conversion ratio. YA has not exercised its conversion rights as of February 22, 2010. In June 2009 the Company entered into an agreement YA extending the due date on its senior notes payable, and accrued interest, to YA from March 14, 2010, until October 1, 2010, for $2,500,000 and April 1, 2011, for $10,560,000. In exchange, the Company agreed to an increase in the interest rate, from 13% to 15%, on the senior notes payable and certain other debt due to YA, effective January 1, 2010, if the Company failed to secure a certain contract by March 2010. In December 2009, the Company was informed that it had been eliminated from the award process for this contract. Accordingly, the Company will begin recording interest expense at the increased rate effective Jan. 1, 2010. As reported by the TCR on Aug. 10, 2011, Homeland Security entered into a Forbearance Agreement by and among YA Global Investments, L.P., as lender, Homeland Security Advisory Services, Inc., Celerity Systems, Inc., and Nexus Technology Group, Inc., pursuant to which the Lender agreed to forbear from exercising its rights and remedies under the Financing Documents and applicable law with respect to one or more Events of Default that have occurred and are continuing as a consequence of the Company having failed to pay, when due at maturity, all outstanding principal and accrued and unpaid interest under the Company's outstanding debt with the Lender. HORIZON PHARMA: Posts $11.6 Million Net Loss in Second Quarter -------------------------------------------------------------- Horizon Pharma, Inc., formerly Horizon Therapeutics, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $11.6 million on $1.3 million of revenues for the second quarter ended June 30, 2011, compared with net income of $6.9 million on $1.7 million of revenues for the same period of 2010. For the six months ended June 30, 2011, the Company had a net loss of $19.3 million on $3.1 million of revenues, compared with a net loss of $1.0 million on $1.7 million of revenues for the same period last year. A bargain purchase gain of $19.3 million was recognized during the three months ended June 30, 2010. in connection with the Nitec Pharma AG,acquisition as a result of the fair market value of the acquired tangible and intangible assets exceeding the purchase price. There was no bargain purchase gain recorded during the corresponding period in 2011. The Company's balance sheet at June 30, 2011, showed $172.4 million in total assets, $83.1 million in total liabilities, and stockholders' equity of $89.3 million. "The Company has incurred net operating losses and negative cash flows from operations during every year since inception," the Company said in the filing. "These factors raise substantial doubt about the Company's ability to continue as a going concern." A complete text of the Form 10-Q is available for free at: http://is.gd/kmRNO7 Horizon Pharma, Inc., headquartered in Northbrook, Illinois, is a biopharmaceutical company that is developing and commercializing innovative medicines to target unmet therapeutic needs in arthritis, pain and inflammatory diseases. HUDSON HEALTHCARE: Daniel T. McMurray Named Patient Care Ombudsman ------------------------------------------------------------------ Roberta A. DeAngelis, U.S. Trustee for Region 3 appointed Daniel T. McMurray Focus Management Group 5001 W. Lemon Street Tampa, FL 33609, Tel: (813) 281-0062 Fax: (813) 281-0063 as the patient care ombudsman in the Chapter 11 case of Hudson Healthcare, Inc. On Aug. 22, 2011, the Hon. Donald H. Steckroth directed the Trustee to appoint a patient care ombudsman to the designated heath care business case. Mr. McMurray will: 1) monitor the quality of patient care provided to patients of the Debtor, to the extent necessary under the circumstances, including interviewing patients and physicians; 2) not later than 60 days after the date of this appointment, and not less frequently than at 60-day intervals thereafter, report to the court after notice to the parties in interest, at a hearing or in writing, regarding the quality of patient care provided to patients of the Debtor; 3) if the ombudsman determines that the quality of patient care provided to patients of the debtor is declining significantly or is otherwise being materially compromised, file with the Court a motion or a written report, with notice to the parties in interest immediately upon making such determination; and 4) will maintain any information obtained by the ombudsman under section 333 of the Bankruptcy Code that relates to patients (including information relating to patient records) as confidential information. The ombudsman may not review confidential patient records unless the Court approves the review in advance and imposes restrictions on such ombudsman to protect the confidentiality of the records. The U.S. Trustee is represented by: Martha R. Hildebrandt, Esq. Donald F. MacMaster, Esq. One Newark Center, Suite 2100 Newark, NJ 07102 Tel: (973) 645-3014 Fax: (973) 645-5993 About Hudson Healthcare Hudson Healthcare Inc. is the nonprofit operator of Hoboken University Medical Center in Hoboken, New Jersey. Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets and debt of less than $50 million. Affiliate Hoboken Municipal Hospital Authority also sought Chapter 11 protection. Judge Donald H. Steckroth presides over the cases. Attorneys at Trenk, Dipasquale, Webster, et al., serve as counsel to the Debtor. Epiq Bankruptcy Solutions, LLC is the noticing and claims agent. In August 2011, the New Jersey Health Planning Board voted to recommend to the Commissioner of Health to approve the sale of Hoboken University Medical Center to HUMC Holdco, a private group that also owns Bayonne Medical Center. Holdco has pledged to maintain it as a hospital for at least seven years. The proposed transaction totals $91.7 million, including a $51.6 million cash payment to extinguish Hobokens' bond guarantee. The new owners have pledged to put $20 million in capital improvements in the hospital. HUDSON HEALTHCARE: P.C. Ombudsman Taps Neubert Pepe as Counsel -------------------------------------------------------------- Daniel McMurray obtained approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Neubert, Pepe & Monteith P.C. as his counsel effective Aug. 25, 2011. Mr. McMurray, the patient care ombudsman appointed in the Chapter 11 case of Hudson Healthcare Inc., tapped the firm to provide these services: (1) represent the ombudsman in any proceeding or hearing in the Bankruptcy Court, and in any action in other courts where the rights of the patients generally may be litigated or affected as a result of the bankruptcy case; (2) represent and advise the ombudsman in connection with gaining access to patient records; (3) advise the ombudsman concerning the requirements of the bankruptcy laws and the requirements of the Office of the U.S. Trustee relating to the discharge of his duties; (4) advise and represent the ombudsman concerning the effect on patients of a potential reorganization, sale of Hudson Healthcare's assets or closing of its programs and facilities; and (5) advise and assist the ombudsman in connection with the preparation and filing of periodic reports. In exchange for its services, Neubert will be paid on an hourly basis and will be reimbursed for its services. Generally, the firm's hourly rates are below $400. Mr. McMurray also obtained a court ruling excusing him from the requirement of employing a local counsel, and adding him and the firm to the category of professionals who are within the scope of the Court's monthly fee order. About Hudson Healthcare Hudson Healthcare Inc. is the nonprofit operator of Hoboken University Medical Center in Hoboken, New Jersey. Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets and debt of less than $50 million. Affiliate Hoboken Municipal Hospital Authority also sought Chapter 11 protection. Judge Donald H. Steckroth presides over the cases. Attorneys at Trenk, Dipasquale, Webster, et al., serve as counsel to the Debtor. Epiq Bankruptcy Solutions, LLC is the noticing and claims agent. In August 2011, the New Jersey Health Planning Board voted to recommend to the Commissioner of Health to approve the sale of Hoboken University Medical Center to HUMC Holdco, a private group that also owns Bayonne Medical Center. Holdco has pledged to maintain it as a hospital for at least seven years. The proposed transaction totals $91.7 million, including a $51.6 million cash payment to extinguish Hobokens' bond guarantee. The new owners have pledged to put $20 million in capital improvements in the hospital. HUMANA INC: A.M. Best Affirms 'bb' Rating on Preferred Shares ------------------------------------------------------------- A.M. Best Co. has affirmed the financial strength ratings (FSR) and issuer credit ratings (ICR) of the insurance subsidiaries of Humana Inc. (Humana) (Louisville, KY) [NYSE: HUM]. A.M. Best also has affirmed the ICR of "bbb-" and debt ratings of Humana. Additionally, A.M. Best has affirmed the FSR of B++ (Good) and the ICR of "bbb+" of Kanawha Insurance Company (Lancaster, SC) (Kanawha). The outlook for the FSR is stable, while the outlook for the ICR has been revised to negative from stable. The outlook for all remaining ratings is stable. Concurrently, A.M. Best has withdrawn the FSR of A- (Excellent) and the ICR of "a-" of Cariten Insurance Company (Knoxville, TN). The ratings were withdrawn due to the company's negligible operating scale and lack of membership. (See below for a detailed listing of the companies and ratings.) The rating affirmations for the subsidiaries of Humana (excluding Kanawha) acknowledge the organization's consistent operating revenue development through membership growth, primarily in the Medicare Advantage products. Despite the prolonged economic downturn, growth in earnings has continued into the first half of 2011. Humana maintains significant liquidity, which allows the organization to execute its business development strategy, fulfilling operating and investment cash flow requirements. Humana's debt-to-capital ratio was well within A.M. Best's guidelines for the ratings and below many of its peers. Offsetting rating factors reflect Humana's concentration in government sponsored programs, which includes Medicare Advantage and Medicaid. While these lines of business have proven to be profitable, their level of concentration in the organization's business mix exposes the health insurance operation to significant business concentration risk. The organization's commercial segment has not exhibited equally favorable operating trends, reflecting a somewhat lower rate of revenue development as well as flat to declining earnings. The negative outlook for the ICR of Kanawha reflects the company's significant underwriting and operating losses in each of the last five years; a trend that has continued in 2011. Despite having favorable investments, the company's risk insurance operations and investment returns are not sufficiently hedged and have produced increasing losses. Kanawha has received strong financial support in the form of capital infusions over the last five years and most recently in 2011 from Humana. The FSR of A- (Excellent) and ICR of "a-" have been affirmed for the following subsidiaries of Humana Inc.: -- Humana Insurance Company -- Humana Medical Plan, Inc. -- Humana Health Plan, Inc. -- Humana Health Benefits Plan of Louisiana, Inc. -- Humana Health Plan of Texas, Inc. -- Humana Health Insurance Company of Florida, Inc. -- Humana Benefits Plan of Illinois, Inc. -- Humana Health Plan of Ohio, Inc. - Humana Employers Health Plan of Georgia, Inc. -- Humana Insurance Company of New York -- HumanaAdvantage Care Plan -- Humana Wisconsin Health Organization Insurance Corporation -- Humana Insurance Company of Kentucky -- Cariten Health Plan, Inc. -- CarePlus Health Plans, Inc. -- HumanaDental Insurance Company -- DentiCare Inc. -- CompBenefits Insurance Company -- CompBenefits Company -- CompBenefits Dental, Inc. -- The Dental Concerns, Inc. The FSR of B+ (Good) and ICR of "bbb-" have been affirmed for the following subsidiaries of Humana Inc.: -- Humana Health Plans of Puerto Rico, Inc. -- Humana Insurance of Puerto Rico, Inc. The following debt ratings have been affirmed: Humana Inc.— -- "bbb-" on $500 million 6.45% senior unsecured notes, due 2016 -- "bbb-" on $300 million 6.3% senior unsecured notes, due 2018 -- "bbb-" on $500 million 7.2% senior unsecured notes, due 2018 -- "bbb-" on $250 million 8.15% senior unsecured notes, due 2038 The following debt ratings on the shelf registration have been affirmed: Humana Inc.— -- "bbb-" on senior unsecured debt securities -- "bb+" on subordinated debt securities -- "bb" on preferred shares IMUA BLUEHENS: Hires Hastings Conboy as Real Estate Appraiser ------------------------------------------------------------- Imua Bluehens LLC obtained approval from the U.S. Bankruptcy Court for the District of Hawaii to employ Hastings, Conboy, Braig & Associates Ltd. as real estate appraiser. Imua Bluehens requires the services of Hastings to prepare an appraisal of a shopping center in Waipahu, which is owned by the company, to determine how much "adequate protection" payments its secured creditor, GCCF 2007-GG1 1 Ka Uka Boulevard LLC, is entitled to. Hastings would also provide other real estate consulting services if requested by Imua Bluehens during its bankruptcy case. All issues related to the compensation of Hastings by MW Group or any other party will be reserved for further proceeding upon the application for approval of the final payment to Hastings, according to the Court's order . About Imua Bluehen Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea Plaza, a commercial retail operation. Imua Bluehens filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011. Judge Robert J. Faris presides over the case. The petition was signed by James K. Kai, manager. Jerrold K. Guben, Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben LLP, in Honolulu, Hawaii, represent the Debtor as counsel. In its amended schedules, the Debtor disclosed $12,169,600 in assets and $16,864,405 in liabilities. No official committee of unsecured creditors or other statutory committee has been formed. IMPERIAL PETROLEUM: To Raise $3.1 Million in Equity Financing ------------------------------------------------------------- Imperial Petroleum, Inc., has entered into definitive agreements with accredited and institutional investors to raise an aggregate of $3.1 million before fees and expenses in a private placement of equity securities. Under the terms of the agreements, the Company will issue 4,143,335 shares of its common stock at $0.75 per share and warrants to purchase up to 2,071,668 shares of its common stock with a $1.00 per share exercise price, subject to adjustment therein, and a term of 5 years. The offering is expected to close on or about Sept. 21, 2011, subject to customary closing conditions. In connection with the transaction, the Company has agreed to file a registration statement within 75 days of the closing with the Securities and Exchange Commission to register the resale of the shares of common stock issued at closing and the shares of common stock issuable upon exercise of the warrants. "The proceeds of this equity raise will enable us to rapidly expand our biodiesel operations at the Middletown, Indiana facility by about 30%," said Jeffrey T. Wilson, President of Imperial. "As previously announced we are currently operating the plant at capacity and current projections of the fiscal year 2012 predict production and sales of about 34 million gallon. We expect the rapid expansion of the plant to 40-45MMGPY to increase cash flow and revenues, enabling us to continue on our growth trajectory." "Also," Wilson stated, "we are pleased to have garnered institutional support for this financing, and look forward to reporting our results with this capital raise in the coming quarters." Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc., acted as the exclusive placement agent for the transaction. About Imperial Petroleum Headquartered in Evansville, Ind., Imperial Petroleum Inc. (OTC BB: IPMN) operates as a diversified energy and mineral mining company in the United States. It oil and natural gas properties include the Coquille Bay field located in Plaqumines Parish, Louisiana; the Haynesville field located in Claiborne and Webster Parishes in north Louisiana; the Bastian Bay field located in Plaquemines parish, Louisiana; LulingField located in Guadalupe county, Texas; and the Shrewsbury field in Grayson County and the Claymour field in Todd County, western Kentucky. The Company's balance sheet at April 30, 2011, showed $20.01 million in total assets, $28.03 million in total liabilities and a $8.02 million total stockholders' deficit. As reported by the TCR on June 24, 2011, the Company anticipates its current working capital will not be sufficient to meet its required capital expenditures and that the Company will be required to either access additional borrowings from its lender or access outside capital. Currently the Company projects it will require non-discretionary capital expenditures of approximately US$500,000 in the next fiscal year to re-establish and maintain economic levels of production at Coquille Bay. Without access to such capital for non-discretionary projects, the Company's production may be significantly curtailed or shut in and jeopardize its leases. INVENIO RESOURCES: Receives Default Notice From Palladon Ventures ----------------------------------------------------------------- Invenio Resources Corp. has received a default notice from Palladon Ventures Ltd., the optionor under the agreement dated May 9, 2006 pertaining to the Green Springs and Kings Canyon properties. The Company is endeavouring to work with Palladon Ventures in an effort to resolve matters and move forward to each party's benefit. Invenio Resources Corp. is a Canadian based exploration company focused on gold exploration. The Company's common shares are listed on the TSX Venture Exchange and trade under the symbol IVO. Invenio has four gold properties, Ganes Creek, and Candle Hills in Alaska, Kings Canyon located on the border of Nevada and Utah and Green Springs located in Nevada. Invenio owns 75% of Kings Canyon and Green Springs and in February 2011 it signed an option on Ganes Creek with the right to acquire a 100% interest and in July 2011 it announced it had signed an option on Candles Hills with the right to acquire a 100% interest. Ganes Creek has the potential to host both high grade lode style gold mineralization and lower grade bulk mineable mineralization similar to that found at the 42 million ounce Donlin Creek gold deposit and at Candle Hills gold mineralization is potentially plutonic hosted stockwork and fault-filled vein style. The Kings Canyon project contains an historical, non-compliant resource of approximately 217,000 ounces of gold at a grade of 0.93 grams/tonne. The deposit is near surface, oxidized and interpreted to be Carlin style. The Green Springs project is a former past producer with reported head grades of 2 g/t gold. KT SPEARS: Court Sets Oct. 25 Disclosure Statement Hearing ---------------------------------------------------------- KT Spears Creek, LLC, has filed a proposed disclosure statement in support of its Chapter 11 Plan of Reorganization that contemplates the sale and development of its two unimproved parcels, and the sale or development of the Greenhill Apartment Complex. The proceeds from the sale of the property will be used to repay the Debtor's creditors. The hearing to consider the adequacy of the proposed disclosure statement is scheduled for Oct. 25, 2011, at 9:00 a.m. Objectors have until Oct. 17, 2011, to oppose. The Debtor is still reviewing the scheduled and filed claims in this case and has yet to file any claims objections. For this reason, and the uncertainty in the amounts the Debtor will realize from the sale of the property, the Debtor cannot determine how much will be available to the Unsecured Class 6 creditors. The Plan designates 7 Classes of Claims and Interests. Administrative Claims in Class 4 and Priority Claims in Class 5 are unimpaired under the Plan. Class 1. Secured Claim of RBC Bank RBC asserts a first priority secured claim of $22,494,711 on the Debtor's 240 unit apartment complex as of the Petition Date. The Debtor proposes to retain the 240-unit Greenhill Parish Apartment Complex for a period of 2 years, during which the Debtor will attempt to market the property and sell it for the benefit of RBC Bank, or alternatively, refinance the loan with another lender. During the marketing period, the Debtor will continue to employ Greystar as its property management company. Greystar will use the funds received from the property rents to cover its costs and expenditures as the property manager. Any funds received in excess of the Greystar operating costs will be used to make interest payments on the RBC debt. The Debtor is proposing that the outstanding balance due to RBC Bank be restructured and the excess funds be used to make payments related to that balance. The note will accrue interest at 4%. The revised note will pay RBC Bank 4% monthly interest over a two (2) year term and any funds received in excess of the interest will go to pay principal. Class 2. Secured Claim of Plantation Federal With respect to the Debtor's 66-acre raw land which is located close to the Debtor's Greenhill Parish Apartments, first mortgage holder Plantation Federal has agreed to give the Debtor 18 months to market and sell the property, or market and develop the property. This agreement, which has not been finalized, calls for the Debtor to meet certain milestones to stay in compliance with the Plantation Settlement. The Debtor will have until March 15, 2012, to sell the first $1,000,000 of Plantation Federal's collateral or have a ready, willing and able purchaser of property that will net Plantation Federal that amount of money. If the Debtor meets this first milestone, the Debtor will have until Sept. 15, 2012, to sell or have ready and willing buyers of $1,000,000 net from the collateral. If the Debtor meets this second milestone, the Debtor will have until March 15, 2013,to dispose of all Plantation Federal property or have a ready and willing buyer as defined by the Plantation Settlement. The Debtor believes that even after the sale of all of Plantation Federal's collateral, a surplus of funds will be available to pay to the unsecured creditors in Class 6, even after paying all Class 4 and 5 creditors. Class 3. Secured Claim of First Palmetto First Palmetto is the mortgage holder of the Two Notch Road Frontage that is subject to a condemnation suit by the local county government to convert part of the property into a turn lane to handle increased traffic. Debtor proposes to assist First Palmetto in addressing this condemnation suit so that First Palmetto may achieve a favorable result. Any funds received from the condemnation suit will be paid to First Palmetto, until First Palmetto is paid in full. First Palmetto has agreed to allow the Debtor 10 months to market and sell the property in order to repay the debt and generate funds in excess of the outstanding obligations. In exchange for this time, the Debtor has agreed to make adequate protection payments monthly to First Palmetto in the amount of $5,000. Class 6. General Unsecured Creditors No payment to the unsecured creditors will be made until such time as the Debtor has sold assets to generate funds in excess of the Secured Claims, the Administrative Claims, and the Priority Unsecured Claims in Classes 1-5. The funds will only be paid pro rata after the Debtor has finished its Claims objections, but distributions to Class 6 creditors will only be made after the payment of all Claims in Class 5. The Debtor believes significant equity exists in the properties that would allow it to make a distribution to the Unsecured Creditors in Class 6. Class 7. Equity Interests Class 7 is comprised of the Equity Interests of Kyle Tauch, whose Equity Interests and any Claims he may hold will be treated as subordinate to all other Claims against the Estate. Holders of Equity Interests will receive a pro rata share of distributions based upon the Equity Interests held as of the date of confirmation, only after payment in full of Allowed Claims in all prior Classes (Classes 1-6). As of the Effective Date, all Equity Interests will be deemed only to represent the right to receive distributions hereunder, and holders of Equity Interests will be enjoined from transferring their Equity Interests or from taking other action that may adversely impact the Estate, including the taking of a worthless stock deduction. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/ktspears.DS.pdf About KT Spears KT Spears Creek, LLC, in Houston, Texas, is a South Carolina limited liability company that owns three parcels of property. The Debtor has already developed Phase 1 of of a planned two-phase apartment community. The other two parcels are in the planning/marketing stages of development. The Company filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) on May 3, 2011, Judge Letitia Z. Paul presiding. The Debtor estimated $10 million to $50 million in both assets and debts. The petition was signed by Kyle D. Tauch, sole member. The Hon. Letitia Z. Paul transferred the Debtor's Chapter 11 case to the Bankruptcy Court for the District of South Carolina. The Case No. is 11-04241. The case was assigned to Chief Judge John E. Waites. G. William McCarthy, Jr., Esq., Daniel J. Reynolds, Jr., Esq., and Sean P. Markham, Esq., at McCarthy Law Firm, LLC, in Columbia, S.C., represent the Debtor as counsel. LANDAMERICA FINANCIAL: Judge OKs $9MM Settlement With E&O Insurer ----------------------------------------------------------------- Hilary Russ at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Kevin Huennekens on Thursday approved a $9 million settlement between Illinois Union Insurance Co. and the liquidation trustee charged with recovering money for creditors of a LandAmerica Financial Group Inc. subsidiary over the sale of auction rate securities. With the agreement, recoveries for many of the creditors of LandAmerica 1031 Exchange Services Inc. will be 70%, following previous settlements, including a $14.3 million settlement with SunTrust Banks Inc, according to Law360. About LandAmerica Financial LandAmerica Financial Group, Inc., provided real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26, 2008. Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP served as co-counsel. Zolfo Cooper served as the restructuring advisor. Epiq Bankruptcy Solutions served as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, served as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan served as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG reported total assets of $3.325 billion and total debts of $2.839 billion as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own Chapter 11 petition. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009. The Bankruptcy Court confirmed that plan on Nov. 23, 2009, and the plan took effect on Dec. 7, 2009. LEMINGTON HOME: 3rd Circ. Revives Creditors' Suit on Insolvency --------------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that the Third Circuit on Wednesday revived a suit in which the unsecured creditors of Lemington Home for the Aged accuse executives of mismanaging the home and worsening its financial situation, a precedential decision on the issue of deepening insolvency in Pennsylvania law. Law360 says the official committee of unsecured creditors in the bankruptcy appealed U.S. District Judge Arthur J. Schwab's grant of summary judgment to the officers and directors of Lemington Home for the Aged on claims of breach of fiduciary duty and deepening insolvency. Headquartered in Pittsburgh, Pennsylvania, Lemington Home for the aged -- http://www.lemington.org/-- operated a nursing home for the elderly. The facility filed for chapter 11 protection (Bankr. W.D. Penn. Case No. 05-24500) on April 13, 2005 . James E. Van Horn, Esq., Mark E. Freedlander, Esq., at McGuire Woods LLP represent the Debtor. When the Debtor filed for chapter 11 protection from its creditors, it estimated assets and debts of $1 million to $10 million. LIQUIDMETAL TECHNOLOGIES: Board Approves & Adopts Amended Bylaws ---------------------------------------------------------------- The board of directors of Liquidmetal Technologies, Inc., approved and adopted an amendment to the Company's Bylaws eliminating the staggering of the terms of office of the Company's directors. Pursuant to the Company's amended Bylaws, each director of the Company will be elected at the annual meeting of the Company to hold office until the expiration of the term for which they are elected or until such director's successor is elected and qualified, or until such director's earlier death, resignation or removal as provided in the Bylaws of the Company. About Liquidmetal Technologies Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies, Inc. and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. The Company classifies operations into two reportable segments: Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys. Choi, Kim & Park LLP, in Los Angeles, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The Company has experienced losses from continuing operations during the last three fiscal years and has an accumulated deficit of $165,879 as of Dec. 31, 2010. Net cash provided by continuing operations for the year ended Dec. 31, 2010 was $10,080. At Dec. 31, 2010, working capital deficit was $14,180. As of Dec. 31, 2010, the Company's principal source of liquidity is $5,049 of cash and $1,731 of trade accounts receivable. The Company's restated statement of operations reflects a net loss of $4.69 million on $30.27 million of revenue for the year ended Dec. 31, 2010, compared with net income of $251,000 on $16.94 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $14.17 million in total assets, $36.87 million in total liabilities, and a $22.69 million total shareholders' deficiency. M WAIKIKI: Section 341(a) Meeting Scheduled for Oct. 3 ------------------------------------------------------ The U.S. Trustee for Region 15 will convene a meeting of creditors in M Waikiki LLC's Chapter 11 case on Oct. 3, 2011, at 2:00 p.m. The meeting will be held at the U.S. Trustee Meeting Room, 1132 Bishop Street, Suite 606, Honolulu, Hawaii. 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. About M Waikiki M Waikiki owns the Modern Honolulu, a world-class, luxury hotel property located close to Waikiki Beach in Hawaii. The hotel is being managed by Modern Management Services LLC, an affiliate of Aqua Hotels and Resorts. M Waikiki is a Hawaii limited liability company with its principal place of business located in San Diego, California. It is a special purpose entity, having roughly 75 indirect investors, which was formed to acquire the Hotel. The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case No. 11-02371) on Aug. 31, 2011. Judge Robert J. Faris presides over the case. Patrick J. Neligan, Esq., at Neligan Foley LLP, and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the Debtor. The Debtor estimated $100 million to $500 million in both assets and debts. Modern Management is represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC. Marriott Hotel Services, which used to provide management services, is represented by Susan Tius, Esq., at Rush Moore LLP LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter & Hampton LLP. M WAIKIKI: Creditors Panel Taps Wagner Choi as Bankruptcy Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of M Waikiki LLC asks the U.S. Bankruptcy Court for the District of Hawaii for permission to retain Wagner Choi & Verbugge as counsel. The hourly rates of Wagner Choi's personnel are: James A. Wagner $460 Chuck C. Choi $325 Neil J. Verbrugge $275 Allison A. Ito $220 Paralegals $75 Mr. Wagner, a partner at Wagner Choi, assures the Court that the firms is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About M Waikiki M Waikiki owns the Modern Honolulu, a world-class, luxury hotel property located close to Waikiki Beach in Hawaii. The hotel is being managed by Modern Management Services LLC, an affiliate of Aqua Hotels and Resorts. M Waikiki is a Hawaii limited liability company with its principal place of business located in San Diego, California. It is a special purpose entity, having roughly 75 indirect investors, which was formed to acquire the Hotel. The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case No. 11-02371) on Aug. 31, 2011. Judge Robert J. Faris presides over the case. Patrick J. Neligan, Esq., at Neligan Foley LLP, and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the Debtor. The Debtor estimated $100 million to $500 million in both assets and debts. Modern Management is represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC. Marriott Hotel Services, which used to provide management services, is represented by Susan Tius, Esq., at Rush Moore LLP LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter & Hampton LLP. M WAIKIKI: Taps Neligan Foley to Handle Reorganization Case ----------------------------------------------------------- M Waikiki LLC asks the U.S. Bankruptcy Court for the District of Hawaii for permission to employ Neligan Foley LLP as counsel. Patrick J. Neligan, Jr., a partner at Neligan Foley, tells the Court the prior to the Petition Date, Neligan Foley received $339,686 from the Debtor to represent the Debtor in preparation for and in the Chapter 11 proceeding. Neligan Foley applied $14,709 to prepetition fees and expenses and forwarded $100,000 of the funds to Klevansky Piper LLP as retainer to applied to postpetition fees and expenses as approved by the Court. The hourly rates of Neligan Foley's personnel are: Partners $395 - $550 Paralegals and Associates $130 - $275 Mr. Neligan assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About M Waikiki M Waikiki owns the Modern Honolulu, a world-class, luxury hotel property located close to Waikiki Beach in Hawaii. The hotel is being managed by Modern Management Services LLC, an affiliate of Aqua Hotels and Resorts. M Waikiki is a Hawaii limited liability company with its principal place of business located in San Diego, California. It is a special purpose entity, having roughly 75 indirect investors, which was formed to acquire the Hotel. The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case No. 11-02371) on Aug. 31, 2011. Judge Robert J. Faris presides over the case. Patrick J. Neligan, Esq., at Neligan Foley LLP, and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the Debtor. The Debtor estimated $100 million to $500 million in both assets and debts. Modern Management is represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC. Marriott Hotel Services, which used to provide management services, is represented by Susan Tius, Esq., at Rush Moore LLP LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter & Hampton LLP. MAYSVILLE INC: Can Use Cash Collateral Until Nov. 29 ---------------------------------------------------- Judge Laurel Myerson Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Maysville, Inc., to use cash collateral to pay all ordinary and necessary expenses in the ordinary course of business until Nov. 29, 2011. The use of cash collateral for payment of management fees is approved for 60 days through and including Oct. 31, 2011, in the reduced amount of $8,000 per month; provided that, absent further order of the Court, the aggregate of the total budget for determining the variance after Oct. 31 will not include the amount listed in the budget for "management fees." A full-text copy of the Cash Collateral Order, with budget, is available for free at http://ResearchArchives.com/t/s?76f8 About Maysville, Inc. Maysville, Inc., owns and rents condominium and apartment units in a property called the Platinum Condominium located at Biscayne Boulevard and 29th Street in Miami, Florida. Maysville filed its second voluntary petition under Chapter 11 on August 11, 2011, with the U.S. Bankruptcy Court for the Southern District of Florida (Miami) before the Hon. Laurel M. Isicoff. The bankruptcy case is Maysville, Inc., Case No. 11-32532. Jeffrey P. Bast, Esq., at Bast Amron LLP, in Miami, Florida -- jbast@bastamron.com -- serves as the Debtor's bankruptcy counsel. Jeffery J. Pardo, Esq., at Pardo Gainsburg P.L., in Miami, Florida, is the Debtor's special litigation counsel. The Debtor disclosed $17,590,927 in assets and $25,076,637 in liabilities. A meeting of creditors required under Section 341(a) of the Bankruptcy Code will be held on Sept. 13, 2011, at 11:30 a.m., at 51 SW First Ave, Room 1021, in Miami, Florida. Deadline to file a complaint to determine dischargeability of certain debts is November 14, 2011. Proofs of Claim are due by Dec. 12, 2011. MERCED FALLS: Taps Cappello and Noel to Handle AgCredit Litigation ------------------------------------------------------------------ Merced Falls Ranch, LLC, asks the U.S. Bankruptcy Court for the Eastern District of California for permission to employ Cappello and Noel LLP as special litigation counsel. The Debtor is involved in contentious litigation involving three ranches it owns. The Debtor has sued American AgCredit in Superior Court, County of Merced seeking damages of $100,000,000+ for lender liability damages. The lawsuit is at a very early stage. The loan involved in the litigation is about $11,000,000. Prepetition, Cappello and Noel represented the Debtor in the litigation. The primary attorneys to represent the Debtor in the litigation and their hourly rates are: A. Barry Cappello, Esq. $750 Leila J. Noel, Esq. $550 Troy A. Thielemann, Esq. $425 Cappello & Noel received a series of prepetition retainers from the Debtor totaling $60,000 for services provided to the Debtor in connection with the litigation. As of the Petition Date, $8,820 remained of the retainer in a segregated trust account. To the best of the Debtor's knowledge, Cappello & Noel is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtor set an Oct. 13 hearing to consider the request to employ Cappello and Noel LLP as special counsel. About Merced Falls Ranch LLC Merced Falls Ranch LLC filed a Chapter 11 petition (Bankr. E.D. Calif. Case No. 11-19212) on Aug. 16, 2011, in Fresno, California. The Debtor disclosed assets of $100 million to $500 million and debts of $10 million to $50 million. Judge W. Richard Lee presides over the case. Walter & Wilhelm Law Group serves as the Debtor's bankruptcy counsel. The petition was signed by Stephen W. Sloan, the Debtor's member. MIT HOLDING: MITRX Executes Two Stock Purchase Agreements --------------------------------------------------------- MITRX Corporation, a wholly owned subsidiary of MIT Holding Inc., on Sept. 20, 2011, executed two Stock Purchase agreements selling 100% of each of the companies; National Direct Home Pharmacy, Inc., to TDT Investments Inc., and Palmetto Long Term Care Pharmacy, Inc., to Pharmco, Inc. There are no material relationships between the purchasers, its owners, affiliates, officers or directors and MIT's officers, directors or affiliates, other than Tommy Duncan is a long term director of MIT, who abstained from any voting pertaining to these transactions. Per the Purchase agreement, MITRX has sold a fully operating home delivery/mail order pharmacy with annual gross sales of approximately $18,000,000. MITRX sold National Direct Home Pharmacy, Inc., with assets of approximately $4,288,112 and Palmetto Long Term Care Pharmacy, Inc., with approximately $6,556,864 in assets including but not limited to all furniture, fixtures, licenses, government awards, private nursing home contracts, large individual customer base and pharmaceutical equipment including a PharmASSIST RobotX. MITRX sold both companies for the assumption of approximately $17,770,206 in total debt. National Direct Home Pharmacy, Inc., has total liabilities of approximately $6,919,415 and Palmetto Long Term Care Pharmacy, Inc., has total liabilities of approximately $10,850,791. About MIT Holding Savannah, Ga.-based MIT Holding, Inc. (OTC BB: MITD) -- http://www.mitholdinginc.com/-- distributes wholesale pharmaceuticals, administers intravenous infusions, operates an ambulatory center where therapies are administered and sells and rents home medical equipment. The Company ended 2010 with net income of $78,832 on $7.1 million of revenue and 2009 with a net loss of $1.2 million on $6.4 million of revenue. The Company's balance sheet at June 30, 2011, showed $22.77 million in total assets, $21.11 million in total liabilities, and $1.66 million in total stockholders' equity. At June 30, 2011, the Company had negative working capital of $1.57 million. From inception, the Company has incurred an accumulated deficit of $9.54 million. As reported by the TCR on April 27, 2011, Michael T. Studer CPA P.C., in Freeport, New York, expressed substantial doubt about MIT Holding's ability to continue as a going concern. The independent auditors noted that the Company negative working capital of $1.2 million and a stockholders' deficiency of $2.2 million. "From inception the Company has incurred an accumulated deficit of $8.5 million." MOMENTIVE SPECIALTY: Files Form S-1, Registers $134-Mil. Notes -------------------------------------------------------------- Hexion U.S. Finance Corp. filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement covering resales by a selling security holder of $134,016,000 9.00% Second Priority Senior Secured Notes due 2020 issued by Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC, each of which are wholly-owned subsidiaries of Momentive Specialty Chemicals Inc. on Nov. 5, 2010. The Notes mature on Nov. 15, 2020. Interest on the Notes is payable in cash at a rate of 9.00% per annum, from the Issue Date or from the most recent date to which interest has been paid or provided for, payable semiannually to holders of record at the close of business on May 1 or November 1 immediately preceding the interest payment date on May 15 and November 15 of each year. At any time prior to Nov. 15, 2015, the Issuers may redeem, in whole or in part, the Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest and additional interest, if any, to the redemption date and a "make-whole" premium. Thereafter, the Issuers may redeem the Notes, in whole or in part, at the redemption prices set forth in this prospectus. In addition, at any time and from time to time on or prior to Nov. 15, 2013, the Issuers may redeem up to 35% of the aggregate principal amount of Notes with the net cash proceeds from certain equity offerings by MSC or any direct or indirect parent of MSC at the redemption price of 109% of the principal amount of the Notes redeemed plus accrued and unpaid interest and additional interest, if any, to the redemption date. The Notes are senior obligations of the Issuers. Each of the Notes are irrevocably and unconditionally guaranteed on a second priority secured basis by MSC and certain of its domestic subsidiaries which guarantee our obligations under our senior secured credit facilities. The guarantees will be secured by second priority liens on substantially all of MSC's and each subsidiary guarantor's tangible and intangible assets, except for those assets excluded as collateral under the Company's senior secured credit facilities, and all of MSC's and each subsidiary guarantor's capital stock of certain direct subsidiaries, other than the capital stock which is prohibited from being pledged pursuant to the indentures governing our other outstanding debentures, each subject to certain exceptions and limitations. The Company has not applied, and does not intend to apply, for listing of the Notes on any national securities exchange or automated quotation system. A full-text copy of the prospectus is available for free at: http://is.gd/lKgshr About Momentive Specialty Momentive Specialty Chemicals, Inc., headquartered in Columbus, Ohio, is a leading producer of thermoset resins (epoxy, formaldehyde and acrylic). The company is also a supplier of specialty resins for inks and specialty coatings sold to a diverse customer base as well as a producer of commodities such as formaldehyde, bisphenol A, epichlorohydrin, versatic acid and related derivatives. The Company's balance sheet at June 30, 2011, showed $3.36 billion in total assets, $5.20 billion in total liabilities and a $1.84 billion total deficit. * * * Momentive Specialty carries a 'B-' issuer credit rating from Standard & Poor's Ratings Services. It has 'B3' corporate family and probability of default ratings from Moody's Investors Service. corporate credit rating from Standard & Poor's. As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors Service assigned a 'Caa1' rating to the guaranteed senior secured second lien notes due 2020 of Momentive Specialty (formerly known as Hexion Specialty Chemicals Inc.). Proceeds from the notes were allocated for the repayment of $533 million of guaranteed senior secured second lien notes due 2014. "With this refinancing Hexion will have refinanced or extended the maturities on the vast majority of the debt that was originally slated to mature prior to 2015. There is less than $600 million of this debt remaining, which should be much easier to for the company to refinance as its credit metrics improve further," stated John Rogers, Senior Vice President at Moody's. MORGANS HOTEL: Executes 2nd and 3rd Amendments to LLC Agreement --------------------------------------------------------------- Morgans Hotel Group Co., in its capacity as the managing member of Morgans Group LLC, on Sept. 15, 2011, executed Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of Morgans Group LLC. The Second Amendment, among other things, designated and established a new class of preferred membership units of the Operating Company, entitled Series A Preferred Units, $1,000 liquidation preference per unit. All Series A Preferred Units are held by the Company as the managing member of the Operating Company. The Series A Preferred Units have economic terms that are substantially similar to the Company's Series A Preferred Securities, $1,000 liquidation preference per share, which securities were issued by the Company in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 on Oct. 15, 2009. Also on Sept. 15, 2011, the Company executed Amendment No. 3 to Amended and Restated Limited Liability Company Agreement of Morgans Group LLC. The Third Amendment, among other things, designated and established a new series of outperformance long term incentive units in connection with the award of the 2011 OPP LTIP Units to each of Messrs. Hamamoto, Gross, Flannery and Gery, as previously described under "2011 Outperformance Awards" in Item 5.02 of the Company's Current Report on Form 8-K filed on March 24, 2011. Neither holders of 2011 OPP LTIP Units nor the Operating Company has the right to convert or force the conversion of such 2011 OPP LTIP Units into Class A Units of the Operating Company unless and until such time as shareholders of the Company have approved an increase to the number of shares of common stock available under the Company's shareholder-approved stock incentive plan. About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company reported a net loss of $83.64 million on $236.37 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $101.60 million on $225.05 million of total revenues during the prior year. The Company's balance sheet at June 30, 2011, showed $604.36 million in total assets, $655.66 million in total liabilities and a $51.29 million total deficit. MSR RESORT: Wants Until March 27 to Propose Chapter 11 Plan ----------------------------------------------------------- MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court for the Southern District of New York to extend their exclusive periods to file and solicit acceptances for the proposed Chapter 11 Plan until March 27, 2012, and May 26, 2012, respectively. The Hon. Sean H. Lane will convene a hearing on Oct. 11, 2011, at 10:00 a.m., prevailing Eastern Time, to consider the Debtor's request for exclusivity extensions. Objections, if any, are due Sept. 30, 2011, at 5:00 p.m. The Debtors related that they have begun implementing the settlement agreement, which will reduce the present value of their contingent Club membership obligations by approximately 50% and protect the Clubs from volatile and unpredictable future cash outflows on account of future membership deposit liabilities. Presently, the Debtors are designing new membership programs to utilize the financial flexibility afforded by the settlement to maximize revenue and reenergize the Clubs' membership sale process. About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated with Winthrop Realty Trust, and affiliates of Capital Trust, Inc. Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts before the Jan. 28 foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. In its schedules, debtor MSR Resort disclosed $59,399,666 in total assets and $1,013,213,968 in total liabilities. MT JORDAN: Revises Proposed Chapter 11 Plan ------------------------------------------- Mt. Jordan Limited Partnership submitted to the U.S. Bankruptcy Court for the District of Utah a Disclosure Statement with respect to its Amended Plan of Reorganization dated Aug. 31, 2011. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. The Debtor relates that its primary asset is 298.75 acres of undeveloped land, and related water rights, located in Bluffdale, Utah. The Debtor has held the land for many years, and has been attempting for the last several years to liquidate and divest itself of all or significant portions of the real property for the benefit of its limited partners. One of the ways it attempted to accomplish the divestiture was through a Development and Property Management Agreement the Debtor entered into with Porter's Point, LLC in November 2002. The Debtor intended that pursuant to the DPMA, Porter's Point would obtain development approvals and subdivide the real property into several large parcels that would then be sold by the Debtor, with the cooperation and assistance of Porter's Point, to third parties. The Debtor sought and obtained rejection of the DPMA when the desired results did not materialize. Porter's Point has filed a general unsecured claim in the Bankruptcy Case asserting claims allegedly in excess of $29 million arising under the DPMA. The Debtor believes that the allowable amount (if any) of the claim of Porter's Point in the Bankruptcy Case is far less that the amount asserted in its proof of claim, but believes that Porter's Point is by far the largest (and appears to be the only) claimant holding a general unsecured claim against the Debtor. According to the Disclosure Statement, the Sale/Option Agreement that is a central feature of the Plan, the Debtor will be able to liquidate all or portions of its real property in a logical and sequential manner that preserves and enhances the value of the real property, pay the Zions Loan in full and retire the Zions Trust Deed within a relatively short time frame, pay all creditors in full, and maximize the value of the Equity Interests for the benefit of its limited partners. Class 1 under the Plan consists of the Zions Claim. Zions Bank will retain its Lien on the Zions Collateral and will release such collateral from the Zions Trust Deed at the Zions Release Price ($90,000 per acre) when and as Zions Bank receives payments on the Zions Claim. The Zions Claim will be paid in full, with interest accruing at 7% per annum after the Effective Date. Zions Bank will receive substantial interim payments on the Zions Claim as and when portions of the First Parcel are sold by 4 Independence, totaling $4,356,000 by no later than 24 months after the Effective Date. Class 2 under the Plan consists of the Porter's Point Claim and any other General Unsecured Claims that may exist. Allowed Claims in Class 2 will be paid in full by the Debtor after (but only after) the Zions Claim has been paid in full, or will be paid as agreed by the Debtor and the holder of any such Claim if such parties agree to a compromise of such Claim that is approved by the Bankruptcy Court on or prior to the Effective Date. The source of funds for the payment of Class 2 Claims will be all unencumbered funds of the Debtor, specifically including the net proceeds of sales of the Debtor's real property pursuant to the Sale/Option Agreement after full payment of the Zions Claim. Class 3 under the Plan consists of the Equity Interests in the Debtor. Each record holder of an Equity Interest will retain its interest in the Debtor, as the Reorganized Debtor, on and after the Effective Date. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MTJORDAN_DSwithplan.pdf About Mt. Jordan Mt. Jordan Limited Partnership, in Draper, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 10-37050) on Dec. 9, 2010, Judge R. Kimball Mosier presiding. Steven C. Strong, Esq. -- scs@pkhlawyers.com -- at Parsons Kinghorn Harris PC, serves as bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. MUSCLEPHARM CORP: Appoints John Bluher as Chief Operating Officer ----------------------------------------------------------------- MusclePharm Corporation, on Sept. 16, 2011, entered into an employment agreement with John H. Bluher, individually, appointing Bluher as the Company's Chief Operating Officer. Pursuant to the terms of the Employment Agreement, Mr. Bluher is to serve as the Company's Chief Operating Officer from Sept. 16, 2011, until Sept. 15, 2013. Upon expiration of the Term, the Employment Agreement will be automatically renewed unless either the Company or Mr. Bluher provides the other party with written notice at least 60 days prior to the last date of the respective term. During the Term, Mr. Bluher's responsibilities will include general oversight and management of the Company's daily operations, as well as any responsibilities delegated to him by the Company's Chief Executive Officer or board of directors. In consideration for Mr. Bluher's performance of the duties during the term, Mr. Bluher is to receive an initial base salary of $175,000 per year, any increases to such salary during the Term to be determined at the discretion of the Company. Mr. Bluher is also eligible to receive an annual performance bonus based on certain goals and performances levels mutually established by the parties. Mr. Bluher is also entitled to receive, beginning on Dec. 31, 2012, and on each successive calendar year end thereafter, stock options to purchase shares of the Company's common stock in the amount of $500,000. The 2012 Options will be exercisable into shares of the Company's common stock at an exercise price equal to the average of the high and low reported selling prices of the Company's common stock on the date of grant and vest in accordance with the schedule outlined in the Employment Agreement. As further consideration for entering into the Employment Agreement, on Dec. 31, 2011, Mr. Bluher is also to receive stock options to purchase shares of the Company's common stock in the amount of $50,000, such options to be exercisable into shares of the Company's common stock at the Exercise Price and will vest in accordance with the schedule outlined in the Employment Agreement. Mr. Bluher is also to receive a signing bonus in the form of stock options to purchase shares of the Company's common stock in the amount of $50,000, such options to be exercisable into shares of the Company's common stock at the Exercise Price and shall vest in accordance with the schedule outlined in the Employment Agreement. Mr. Bluher does not have a family relationship with any of the current officers or directors of the Company. Meanwhile, on Sept. 16, 2011, Leonard K. Armenta resigned from his position as the Executive Vice President of the Company. His resignation was not the result of any disagreements with the Company on any matters relating to the Company's operations, policies or practices. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100% free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. The Company's balance sheet at June 30, 2011, showed $4.9 million in total assets, $10.4 in total liabilities, and a stockholders' deficit of $5.5 million. Berman & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about MusclePharm's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company had a net loss of $19.6 million and net cash used in operations of $3.8 million for the the year ended Dec. 31, 2010; and a working capital deficit and stockholders' deficit of $2.8 million and $1.7 million, respectively, at Dec. 31, 2010. NEBRASKA BOOK: IRS Objects to Pre-Arranged Chapter 11 Plan ---------------------------------------------------------- BankruptcyData.com reports that the Internal Revenue Service (IRS) filed with the U.S. Bankruptcy Court an objection to Nebraska Book Company's First Amended Chapter 11 Plan of Reorganization. According to BData, the IRS previously filed an unsecured priority $1.7 million claim against NBC Holding Corp. and now objects to the third party non-debtor limitation of liability, exculpation, injunction and release provisions. The Court has scheduled an October 4, 2011 hearing on the matter. Prepetition, Nebraska Book reached an agreement on a restructuring plan with holders of more than 95% of its 8.625% senior subordinated notes and more than 75% of its 11% discount notes. Nebraska Book's bankruptcy plan will give control of the 96-year- old company to bondholders, according to Reuters. Nebraska Book's prepackaged" plan calls for holders of its 8.625% subordinated notes to get a 78 percent equity stake, $110 million of new unsecured notes and $30.6 million in cash. They would recover about 87 cents on the dollar. Holders of Nebraska Book's 11% senior discount notes would get the remaining equity, and recover about 7 cents on the dollar, Reuters relates. Secured lenders, owed about $26.3 million, and secured noteholders, owed about $200 million, would be paid in full with cash. If the owners of the holding company's equity interests don't oppose the plan, they would get warrants to purchase some of the reorganized company's equity, according to Bloomberg News. About Nebraska Book Company Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the leading providers of new and used textbooks for college students in the United States. Nebraska Book and seven affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002 to 11-12009) on June 27, 2011. Hon. Peter J. Walsh presides over the case. Lawyers at Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. The Debtors; restructuring advisors are AlixPartners LLC; the investment bankers are Rothschild, Inc.; the auditors are Deloitte & Touche LLP; and the claims agent is Kurtzman Carson Consultants LLC. As of the Petition Date, the Debtors had consolidated assets of $657,215,757 and debts of $563,973,688. JPMorgan Chase Bank N.A., as administrative agent for the DIP lenders, is represented by lawyers at Richards, Layton & Finger, P.A., and Simpson Thacher & Bartlett LLP. J.P. Morgan Investment Management Inc., the DIP arranger, is represented by lawyers at Bayard, P.A., and Willkie Farr & Gallagher LLP. An ad hoc committee of holders of more than 50% of the Debtors' Second Lien Notes is represented by lawyers at Brown Rudnick. An ad hoc committee of holders of the Debtors' 8.625% unsecured notes are represented by Milbank, Tweed, Hadley & McCloy LLP. The Official Committee of Unsecured Creditors selected Lowenstein Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow Financial Inc. as financial advisers. Nebraska Book prepared a pre-packaged Chapter 11 plan that would swap some of the existing debt for new debt, cash and the new stock. NEWPAGE CORP: Wants Access to $600-Mil. DIP Facilities ------------------------------------------------------ NewPage Corporation and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware for approval to enter into a debtor-in-possession financing facility, grant senior liens, junior liens and superpriority administrative expense priority, use cash collateral, provide "adequate protection" to certain prepetition secured parties, pay in the Debtors' discretion certain amounts in respect of interest, fees, and expenses, and scheduling a final hearing with respect to the relief requested. The Debtors tell the Court that they intend to preserve and enhance their business as a going concern through the use of cash collateral and a postpetition credit facility consisting of (i) a revolver, and (ii) a term loan. The revolver is a $350 million superpriority senior secured DIP revolving credit facility. The term loan is a $250 million superpriority senior secured term loan facility. The DIP Credit Facility and use of Cash Collateral will provide the Debtors ample liquidity to fund their operations, capital expenditures, and corporate overhead during the course of their Chapter 11 cases, Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware -- ljones@pszjlaw.com -- asserts. Ms. Jones contends that the new credit facilities replace the Debtors' prepetition senior secured revolver that cannot be assumed because it is a financial accommodation. She notes that the liens securing the new facilities do not prejudice any prepetition lien. She adds that the Debtors' operations have been and will continue to be cash flow positive and, therefore, use of Cash Collateral will regenerate new cash collateral and the holders of prepetition liens against the Cash Collateral are being granted Replacement Liens against new current assets to offset the impact of Section 552 of the Bankruptcy Code, which would otherwise deprive the noteholders of continuing liens against the postpetition current assets not constituting proceeds of their prepetition collateral, known as the ABL Collateral. Jay A. Epstein, NewPage Corporation's senior vice president and chief financial officer, says in his declaration supporting the DIP Motion that the Debtors' ability to continue using Cash Collateral and to access the financing provided under the DIP Credit Facility will provide them with the liquidity necessary to continue operating as a going concern and to maximize value for all stakeholders. Summary of Principal Terms Borrower: NewPage Corporation. Guarantors: NewPage Group, NewPage Holding Corporation, and all material domestic Debtor subsidiaries, but excluding NewPage Port Hawkesbury Corporation, Consolidated Water Power Co. and Rumford GIPOP Inc. Joint Lead With respect to the DIP Revolving Facility, J.P. Arrangers Morgan Securities LLC, Barclays Bank PLC, and Wells and Joint Fargo Capital. Bookrunners: With respect to the DIP Term Loan Facility, J.P. Morgan Securities LLC and Barclays. DIP Admin. Agent: JPMorgan Chase Bank Co-Collateral Agents: JPMorgan Chase Bank Syndication Agent: Barclays Lenders: JPMorgan Chase Bank, Barclays, WFC and the other institutions selected in consultation with the Borrower that become parties to the financing arrangements as lenders. Borrowing Base: The Borrowing Base will be calculated as: (a) 85% of the book value of Eligible Accounts of the Borrower and the Borrowing Base Guarantors; plus (b) the lesser of: (i) the cost of eligible inventory of the Borrower and the Guarantors multiplied by 75% or (ii) the Cost of Eligible Inventory of Borrower and the Borrowing Base Guarantors multiplied by the advance rate of 85% of the Net Orderly Liquidation Value; minus (c) effective immediately upon notification to Borrower by Administrative Agent, (i) Carve Out Reserves, Designated Hedging Reserves and the Notes Payment Reserve and (ii) any other Reserves established from time to time by the Co-Collateral Agents. Collateral: The obligations of the Borrower and each Guarantor under the DIP Credit Facility shall, at all times, be secured by: (a) first-priority, perfected Lien upon, all personal property of the Credit Parties consisting of accounts receivables, trade receivables, inventory, among other accounts, subject to an existing Lien securing all outstanding debt under the Prepetition Senior Secured Revolver; (b) first-priority, perfected Lien upon, all real, personal, property of the Credit Parties' respective estates, and (c) perfected junior Lien upon, all real, personal property of the Credit Parties' respective estates. Closing Date: The date on or before October 31, 2011, on which the initial borrowings under the DIP Credit Facility are made. Fees: The Debtors are asking for approval to file under seal. Use of Cash Collateral The Debtors generate cash from the sale of the Debtors' products and the use of the cash pledged under the Prepetition Senior Secured Revolver and the Prepetition First Lien Indenture. The Debtors use Cash Collateral to finance their operations and to make essential payments, like employee payroll, taxes and maintaining inventory of raw materials. As of August 31, 2011, the Debtors' books reflect a cash balance of approximately $17.3 million. Pursuant to the Proposed Interim Order, and in accordance with the terms of the DIP Credit Facility, the Debtors will use proceeds of collateral and any Prepetition Secured Parties' Cash Collateral to fund the Debtors' operation of their businesses, and on a final basis, in accordance with the terms of the DIP Credit Facility and the Final Order. Adequate Protection The DIP Credit Facility is a senior loan that leaves each of the Debtors' secured claimholders in the same position they were in prior to the Petition Date. The First Lien Noteholders held a second lien against the ABL Collateral before the cases commenced and will continue to do so after the DIP Credit Facility is established. To offset the cutoff of liens provided by Section 552, the Prepetition First Lien Noteholders will obtain the Replacement Liens against the postpetition ABL Collateral that otherwise would not constitute proceeds of the ABL Collateral, Ms. Jones says. Thus, Ms. Jones asserts, in exchange for authority to use Cash Collateral and to enter into the DIP Credit Facility, the Debtors will provide to the Prepetition First Lien Noteholders, which are the only party with an interest in the Cash Collateral other than the Prepetition Revolver Lenders, who are being repaid, Replacement Liens on the postpetition ABL Collateral pledged to the DIP Agents, which adequate protection liens will have a priority immediately junior to the liens granted to the DIP Secured Parties, in an amount equal to the aggregate diminution in value, if any, of the collateral, subject to the Carve-Out. Ms. Jones contends that the value of the Prepetition Secured Lenders' collateral will not decrease due to the Debtors' postpetition operations, and thus, no adequate protection is required beyond the replacement liens the Debtors are providing. About NewPage Corporation Headquartered in Miamisburg, Ohio, NewPage Corporation is the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended December 31, 2010. The company's product portfolio is the broadest in North America and includes coated freesheet, coated groundwood, supercalendered, newsprint and specialty papers. These papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a total annual production capacity of approximately 4.1 million tons of paper, including approximately 2.9 million tons of coated paper, approximately 1.0 million tons of uncoated paper and approximately 200,000 tons of specialty paper. NewPage Corporation, along with affiliates, filed Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. In its balance sheet, the Debtors disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. NEWPAGE CORP: To File DIP Motion's Fee Letters Under Seal --------------------------------------------------------- NewPage Corporation and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to file under seal certain fee letters among certain of the Debtors and JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Barclays Bank PLC, Barclays Capital, the investment banking division of Barclays Bank PLC, and Wells Fargo Capital Finance, LLC, executed in connection with the proposed debtor-in-possession financing facility. Pursuant to the Fee Letters, the Debtors have agreed to keep the specific terms of the Fee Letters confidential, Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, tells Judge Kevin Gross. Hence, the Debtors want to file the Fee Letters under seal and that the Fee Letters remain under seal and confidential. The estimated aggregate amount of fees and expenses payable by the Debtors in connection with the DIP are disclosed in the DIP Motion and are, thereby, made a matter of public record, she notes. The Debtors submit that the Fee Letters contain closely-guarded proprietary and commercial information that is highly sensitive to the Financing Parties and the Debtors. Therefore, disclosure of the terms of the Fee Letters would cause substantial harm to the Financing Parties, create an unfair advantage to competitors, and violate the Debtors' agreement with the Financing Parties, Ms. Jones contends. In another filing, the Debtors withdraw the sealing of that certain Amended and Restated Commitment Letter dated September 6, 2011. The Debtors assert that the Commitment Letter was inadvertently included in the Motion. About NewPage Corporation Headquartered in Miamisburg, Ohio, NewPage Corporation is the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended December 31, 2010. The company's product portfolio is the broadest in North America and includes coated freesheet, coated groundwood, supercalendered, newsprint and specialty papers. These papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a total annual production capacity of approximately 4.1 million tons of paper, including approximately 2.9 million tons of coated paper, approximately 1.0 million tons of uncoated paper and approximately 200,000 tons of specialty paper. NewPage Corporation, along with affiliates, filed Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. In its balance sheet, the Debtors disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. NEWPAGE CORP: Taps KCC as Claims & Noticing Agent ------------------------------------------------- NewPage Corporation and its debtor affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as their claims and noticing agent, and as agent of the Court. As claims agent, KCC will: -- serve necessary notices; -- serve motions, applications, requests for relief, hearing agendas, and related documents on behalf of the Debtors in their Chapter 11 cases; -- receive, examine, and maintain copies of all proofs of claims and proofs of interest filed in the cases; -- maintain the official claims register for each Debtor by docketing all proofs of claim and proofs of interest in a claims database; and -- revise the creditor matrix after the objection period expires, among other tasks. KCC will be paid according to its standard hourly rates pursuant to the parties' Retention Agreement. Consulting Services & Rates ---------------------------------------------- Position Hourly Rate -------- ----------- Clerical $40 - $60 Project Specialist $80 - $140 Technology/Programming Consultant $100 - $200 Consultant $125 - $200 Senior Consultant $225 - $275 Senior Managing Consultant $295 Weekend, holidays and overtime Waived The Retention Agreement also provides for a $100,000 retainer. Albert Kass, Vice President of Corporate Restructuring Services of KCC, attests that KCC is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About NewPage Corporation Headquartered in Miamisburg, Ohio, NewPage Corporation is the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended December 31, 2010. The company's product portfolio is the broadest in North America and includes coated freesheet, coated groundwood, supercalendered, newsprint and specialty papers. These papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a total annual production capacity of approximately 4.1 million tons of paper, including approximately 2.9 million tons of coated paper, approximately 1.0 million tons of uncoated paper and approximately 200,000 tons of specialty paper. NewPage Corporation, along with affiliates, filed Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. In its balance sheet, the Debtors disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. OPTIMUMBANK HOLDINGS: Receives Non-Compliance Notice from Nasdaq ---------------------------------------------------------------- OptimumBank Holdings, Inc., on Sept. 15, 2011, received a letter from The Nasdaq Stock Market indicating that the Company is not in compliance with Listing Rule 5550(a)(2) because the closing bid price per share of its common stock has been below $1.00 per share for 30 consecutive business days. In accordance with Listing Rule 5810(c)(3)(A), the Company has been provided with a 180 calendar day grace period, or until March 13, 2012, to regain compliance with the Bid Price Rule. To regain compliance with the Bid Price Rule, the closing bid price of the Company's common stock must remain at $1.00 per share or more for a minimum of ten consecutive business days. Thereafter, the Company can receive an additional 180-day grace period if the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the bid price requirement. The Company must also notify Nasdaq of its intent to cure the deficiency during the second grace period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will grant the Company an additional 180 calendar days to regain compliance with the Bid Price Rule. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company's securities will be subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. The Company is evaluating its options to resolve the deficiency, including a possible reverse stock split. About OptimumBank Holdings Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a is a one-bank holding company and owns 100% of OptimumBank, a state (Florida)-chartered commercial bank. The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. The Bank's wholly-owned subsidiaries are OB Real Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC, all of which were formed in 2009. OB Real Estate Management, LLC, is primarily engaged in managing foreclosed real estate. OB Real Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC, hold and dispose of foreclosed real estate. OptimumBank is currently operating under a Consent Order issued by the Federal Deposit Insurance Corporation ("FDIC") and the State of Florida Office of Financial ("OFR"), effective as of April 16, 2010. As of Sept. 30, 2010, the Bank was considered "undercapitalized" under these FDIC requirements. As an "undercapitalized" institution, the Bank is subject to restrictions on capital distributions, payment of management fees, asset growth and the acceptance, renewal or rollover of brokered and high-rate deposits. In addition, the Bank must obtain prior approval of the FDIC prior to acquiring any interest in any company or insured depository institution, establishing or acquiring any additional branch office, or engaging in any new line of business. "The Bank [OptimumBank] has experienced recent and continuing increases in nonperforming assets, declining net interest margin, increases in provisions for loan losses, continuing high levels of noninterest expenses related to the credit problems, and eroding regulatory capital which raise substantial doubt about the Bank's ability to continue as a going concern," the Company said in its Form 10-Q for the quarter ended Sept. 30, 2010. The Company's balance sheet at June 30, 2011, showed $176.15 million in total assets, $177.32 million in total liabilities, and a $1.16 million total stockholders' deficit. The Company reported a net loss of $8.45 million on $8.78 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $11.48 million on $14.00 million of total interest income during the prior year. The Company's continuing high levels of nonperforming assets, declining net interest margin, continuing high levels of noninterest expenses related to the credit problems, and eroding regulatory capital raise substantial doubt about the Company's ability to continue as a going concern. Moreover, as reported by the TCR on April 20, 2011, Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the Company's operating and capital requirements, along with recurring losses raise substantial doubt about its ability to continue as a going concern. OZBURN-HESSEY HOLDING: Moody's Cuts Corp. Family Rating to Caa2 --------------------------------------------------------------- Moody's Investors Service downgraded Ozburn-Hessey Holding Company, LLC ("OHL")'s Corporate Family (CFR) and Probability of Default ratings to Caa2 from B3. Concurrently, OHL's first lien credit facility was downgraded to B2 from Ba3 and the second lien credit facility was lowered to Caa2 from B3. The ratings outlook is negative. The following ratings were downgraded: Corporate family and probability of default, to Caa2 from B3 $35 million first lien revolver due 2014, to B2 (LGD-2, 19%) from Ba3 (LGD-2, 20%) $275 million first lien term loan due 2015, to B2 (LGD-2, 19%) from Ba3 (LGD-2, 20%) $75 million second lien term loan due 2016, to Caa2 (LGD-4, 52%) from B3 (LGD-4, 55%) RATINGS RATIONALE The ratings downgrade was prompted by a weakened liquidity profile largely arising from negative free cash flow and tight covenants and by the expectation that credit metrics, which have weakened during the first half of 2011, are unlikely to improve materially over the near term. In Moody's view, these factors have increased the likelihood of a potential debt restructuring. As per the company's existing credit agreement, OHL's equity sponsor could use an equity cure for two consecutive quarters if the company does not meet compliance levels, but beyond the next two quarters, absent a debt restructuring or amended covenants, Moody's believes covenant compliance based on current covenant thresholds will remain a concern. Credit metrics are unlikely to improve meaningfully over the near term due to the current uncertain economic outlook. The rating action further reflects OHL's high financial leverage level with debt-to-EBITDA exceeding 7.0 times, on a Moody's adjusted basis, and weak coverage with EBIT-to-interest well under 1.0 times for the twelve month period ended June 30, 2011. Although top line revenue growth has increased during the first half of 2011 versus the same period in 2010, a variety of factors have reportedly led to operating profitability falling below expectations including increased pricing from truckload carriers as capacity remains tight, labor-related costs associated with ramping new customer contracts that started in mid to late 2010, employee wage increases and costs associated with general growth experienced during the beginning of the year. The negative outlook is primarily based on the company's weak liquidity profile and the anticipation that operating results are not likely to improve meaningfully over the near term based on expectations for low GDP growth in the U.S., where the bulk of the company's revenues are concentrated. An improved liquidity profile including increased covenant headroom would likely result in stabilization of the outlook. A rating upgrade would be considered if OHL's profitability improves such that debt/EBITDA decreases to below 6.0 times and is sustained at that level, EBIT/interest approaches 1.0 times and free cash flow generation turns positive on a sustainable basis. Moody's would consider a further downgrade if the company is unable to address covenant concerns over the next twelve months, particularly into the first half of 2012. Ozburn-Hessey Holding Company, LLC 's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Ozburn-Hessey Holding Company, LLC 's core industry and believes Ozburn-Hessey Holding Company, LLC 's ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Ozburn-Hessey Holding Company, LLC, headquartered in Nashville, TN, is a provider of third-party logistics and related services, including warehouse management, truck brokerage, customs brokerage, freight forwarding, and dedicated contract carriage. Ozburn-Hessey is a wholly-owned subsidiary of OHH Acquisition Corporation, which is controlled by private equity group Welsh, Carson, Anderson & Stowe. Ozburn-Hessey's gross revenues were approximately $1.2 billion for the last twelve months ended June 30, 2011. PACESETTER FABRICS: Taps Golbar & Associate as Accountants ---------------------------------------------------------- Pacesetter Fabrics, LLC, asks the U.S. Bankruptcy Court for the Central District of California for permission to employ Golbar & Associates, an Accountancy Corporation as its accountants. The Debtor relates that Golbar has been rendering accounting services to the Debtor for the past 14 years, since it commenced its business. Ashton A. Golbar, CPA and Matthew C. Kim, CPA will direct the firm's work in the case. The firm will assist the Debtor with: -- the preparation of the financial statements and financial statement reconciliations; -- tax accounting services as requested by the Debtor; and -- financial reporting to be made in connection with the Chapter 11 case, including gathering and reporting of information related to the Debtor's assets, liabilities and financial condition, and the operation of its business. As of the Petition Date, the firm held a balance of $2,493 due for prepetition services rendered to the Debtor. The Debtor has not paid the amount. The normal billing rates of the firm range from $85 to $350 per hour. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm disclosed that it has provided and currently provides services to a company owned by the Debtor's employee (general counsel) David Poursalimi and his father Mixxed 26, LLC, in connection with Mixxed's accounting and tax services needs. The firm does not believe that any actual conflict, with respect to accounting services, exists relating to its work for the Debtor and for Mixxed. However, it has informed Mixxed that if a conflict develop, it will resign from its engagement with Mixxed. The U.S. Trustee for Region 16 objects to Golbar's request to be paid on a monthly basis in accordance with Knudson procedures. The U.S. Trustee notes that the application fails to provide any evidence or discussion to support the required Knudson findings. Specifically, no retainer has been received by Golbar to draw down on, and no estimation of monthly fees have been provided. Golbar must be required to file interim and final fee applications as contemplated by the Local Bankruptcy Rules and the Bankruptcy Code. About Pacesetter Fabrics Based in City of Commerce, California, Pacesetter Fabrics, LLC, dba Pacesetter Off Price and Pacesetter Garments, is a distributor of quality textile and garment fabrics in the United States and international markets. The Company has been in business for over 14 years. The Company is owned 98% by Net, LLC, a California limited liability company, 1% by Leora Namvar (Ramin Namvar's wife), and 1% by Massoud Poursalimi (Leora Namvar and David Poursalimi's father). Net LLC is in turn owned 99% by Ramin Namvar and 1% Leora Namvar. Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-36330) on June 17, 2011. Judge Ernest M. Robles presides over the case. The Debtor is represented by Brian L. Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E. Shin, Esq., at Rutter Hobbs & Davidoff Incorporated. The Debtor disclosed $33,695,869 in assets and $28,599,582 in liabilities as of the Chapter 11 filing. Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus Resources Group, LLC, a corporate turnaround consultant, assists Pacesetter with its turnaround and reorganization efforts and the financial affairs and management of the Company. PACESETTER FABRICS: Rutter Hobbs Approved as Bankruptcy Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Pacesetter Fabrics, LLC, to employ Rutter Hobbs & Davidoff Incorporated as general bankruptcy counsel. As reported in the Troubled Company Reporter on July 26, 2011, RHD is advising the Debtor as to its duties under the Bankruptcy Code, and its prosecution claims in the bankruptcy case; assisting in connection with its financial affairs; and preparing a plan of reorganization or sale of assets. Brian L. Davidoff, Esq., a shareholder in RHD, told the Court that RHD rendered professional services to the Debtor prior to the filing of the Petition in the total amount of $42,520. Prior to the Petition Date, RHD received $39,843 of the amount, plus an additional retainer of $108,156. RHD agreed to waive $2,677 of the prepetition services rendered. The source of the retainer was partially the Debtor's income from operation of business, with respect to $123,000 received. The additional $25,000 was paid directly by Mixxed 26, LLC to RHD. Mixxed 26 is a customer of the Debtor, who had borrowed funds from the Debtor, and the $25,000 represented a partial repayment of the loan owed by Mixxed 26 to the Debtor. The hourly rates of RHD's personnel are: Partners $360 - $560 Associates $270 - $390 Paralegals $80 - $180 The principal attorneys who will work in the case and their hourly rates are: Mr. Davidoff $560 C. John M. Melissinos $425 Claire E. Shin $310 To the best of the Debtor's knowledge, RHD is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Pacesetter Fabrics Based in City of Commerce, California, Pacesetter Fabrics, LLC, dba Pacesetter Off Price and Pacesetter Garments, is a distributor of quality textile and garment fabrics in the United States and international markets. The Company has been in business for over 14 years. The Company is owned 98% by Net, LLC, a California limited liability company, 1% by Leora Namvar (Ramin Namvar's wife), and 1% by Massoud Poursalimi (Leora Namvar and David Poursalimi's father). Net LLC is in turn owned 99% by Ramin Namvar and 1% Leora Namvar. Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-36330) on June 17, 2011. Judge Ernest M. Robles presides over the case. The Debtor is represented by Brian L. Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E. Shin, Esq., at Rutter Hobbs & Davidoff Incorporated. The Debtor disclosed $33,695,869 in assets and $28,599,582 in liabilities as of the Chapter 11 filing. Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus Resources Group, LLC, a corporate turnaround consultant, assists Pacesetter with its turnaround and reorganization efforts and the financial affairs and management of the Company. PALM HARBOR: Files First Amended Disclosure Statement ----------------------------------------------------- BankruptcyData.com reports that reports that Palm Harbor Homes filed with the U.S. Bankruptcy Court a First Amended Disclosure Statement for its Chapter 11 Plan of Liquidation dated August 5, 2011. According to the Disclosure Statement, "The primary purpose of the Plan is to provide for the orderly liquidation and distribution of the Assets and any other remaining Post-Confirmation Trust Assets to Holders of Allowed Claims. Because substantially all of the Debtors' assets were sold as part of the Sale Transaction to the Purchaser, the Plan provides for the formation of the Post Consummation Trust that will administer the Post-Consummation Trust Assets in accordance with the terms of the Plan." About Palm Harbor Homes Addison, Texas-based Palm Harbor Homes, Inc. -- http://www.palmharbor.com/-- manufactured and marketed factory- built homes. The Company marketed nationwide through vertically integrated operations, encompassing manufactured and modular housing, financing and insurance. Palm Harbor, along with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on Nov. 29, 2010. It disclosed $321,263,000 in total assets and $280,343,000 in total debts. Brian Cejka at Alvarez & Marsal is the Debtors' chief restructuring officer. Raymond James and Associates, Inc., is the Debtors' investment banker. Alvarez & Marshal North America, LLC, is the Debtors' financial advisor. BMC Group, Inc., is the Debtors' claims agent. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Official Committee of Unsecured Creditors. Following a court-approved sale process, Palm Harbor in March 2011 sold its business for $85.25 million to Fleetwood Enterprises Inc., a venture between Cavco Industries Inc. and a fund advised by Third Avenue Management LLC. Fleetwood is providing up to $55 million in secured financing for Palm Harbor's reorganization. PERKINS & MARIE: Creditors Seek Right to Sue Backer Castle Harlan ----------------------------------------------------------------- Dow Jones' DBR Small Cap reports that unsecured creditors of Perkins & Marie Callender's Inc. want approval to launch a lawsuit against the restaurant chains' prebankruptcy equity sponsor, New York private equity firm Castle Harlan Inc., with the creditors saying they want to sue because Perkins won't. About Perkins & Marie Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka The Restaurant Company, is the owner or franchiser of nearly 600 family-dining restaurants, the Perkins Restaurants and Marie Callender's. Perkins & Marie and several affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on June 13, 2011. Perkins & Marie disclosed $290 million in assets and $441 million in debt as of the Chapter 11 filing. Judge Kevin Gross presides over the case. Robert S. Brady, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt & Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq., and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as bankruptcy counsel. The Debtors' financial advisors are Whitby, Santarlasci & Company. Their claims agent is Omni Management Group, LLC. Deloitte Tax LLP serves as tax services provider. DIP lender Wells Fargo is represented by lawyers at Paul, Hastings, Janofsky & Walker LLP. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors in the Debtors' cases. Ropes & Gray LLP represents the Committee. QWEST COMMUNICATIONS: Sells $575 Million of 7.50% Notes Due 2051 ---------------------------------------------------------------- Qwest Corporation, an indirect wholly owned subsidiary of both CenturyLink, Inc., and CenturyLink's wholly owned subsidiary, Qwest Communications International Inc., publicly sold $575,000,000 aggregate principal amount of its 7.50% Notes due 2051, including $75,000,000 principal amount that was sold pursuant to an over-allotment option granted to the underwriters for the transaction. The public offering price of the Notes was 100% of the principal amount. After deducting underwriting discounts and QC's estimated expenses, QC expects to receive net proceeds from the sale of approximately $557 million. QC expects to use the net proceeds from this offering to redeem in October 2011 $550 million of the $1.5 billion aggregate principal amount of QC's outstanding 8.875% Notes due March 15, 2012, and to pay all related fees and expenses. QC sold the Notes pursuant to an underwriting agreement dated Sept. 14, 2011, among QC and the underwriters listed therein, and a related price determination agreement dated Sept. 14, 2011, among the same parties. The Notes have been registered under the Securities Act of 1933, as amended, pursuant to an automatic shelf registration statement on Form S-3, filed by QCII, QC and certain of their affiliates with the Securities and Exchange Commission on Dec. 12, 2008, as supplemented by a prospectus supplement dated Sept. 14, 2011. About Qwest Communications Based in Denver, Colorado, Qwest Communications (NYSE: Q) -- http://www.qwest.com/-- offers residential customers a new generation of fiber-optic Internet service, high-speed Internet solutions, as well as digital home phone, wireless service available through Verizon Wireless and DIRECTV services. Qwest is also the choice of 95% of Fortune 500 companies, offering a full suite of network, data and voice services for small businesses, large businesses, government agencies and wholesale customers. Additionally, Qwest participates in Networx, the largest communications services contract in the world, and is recognized as a leader in the network services market by leading technology industry analyst firms. The Company's balance sheet at June 30, 2011, showed $31.28 billion in total assets, $19.06 billion in total liabilities and $12.22 billion in total stockholders' equity. * * * Qwest carries a 'Ba1' corporate family and probability of default ratings from Moody's and has 'BB' issuer credit ratings from Standard & Poor's. "Our high debt levels pose risks to our viability and may make us more vulnerable to adverse economic and competitive conditions, as well as other adverse developments," the Company said in its Form 10-K for the year ended Dec. 31, 2009. At Dec. 31, the Company's consolidated debt was approximately $14.2 billion. Approximately $5.8 billion of its debt obligations come due over the next three years. This amount includes $1.265 billion of our 3.50% Convertible Senior Notes due 2025, which it may elect to redeem at any time on or after Nov. 20, 2010 and holders may require the Company to repurchase for cash on Nov. 15, 2010. Fitch Ratings is maintaining the Rating Watch Positive on the 'BB' Issuer Default Rating assigned to Qwest Communications International, Inc. and its subsidiaries. Concurrently, Fitch has affirmed the 'BBB-' issue rating assigned to Qwest's $1.035 billion senior secured credit facility and the senior unsecured debt issued by Qwest Corporation. Approximately $13.1 billion of debt outstanding as of June 30, 2010, including $7.9 billion of debt outstanding at QC, is affected by Fitch's action. REDDY ICE: Robert Mead Discloses 5.4% Equity Stake -------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Robert E. Mead disclosed that he beneficially owns 1,264,093 shares of common stock of Reddy Ice Holdings, Inc., representing 5.41% of the shares outstanding. As of Aug. 8, 2011, there were 23,383,556 shares of common stock outstanding. A full text copy of the filing is available for free at: http://is.gd/BF71ZU About Reddy Ice Reddy Ice Holdings, Inc. -- http://www.reddyice.com/-- manufactures and distributes packaged ice in the United States. The company serves variety of customers in 31 states and the District of Columbia under the Reddy Ice brand name. Reddy Ice reported a net loss of $32.50 million on $315.45 million of revenue for the year ended Dec. 31, 2010, compared with net income of $14.30 million on $312.33 million of revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $476.62 million in total assets, $546.36 million in total liabilities and a $69.73 million total stockholders' deficit. * * * Reddy Ice carries 'B-' issuer credit ratings, with "negative" outlook, from Standard & Poor's. As reported by the Troubled Company Reporter on Aug. 17, 2010, Moody's Investors Service lowered Reddy Ice Holdings' corporate family and probability-of-default ratings to B3 from B2, and its $12 million senior discount notes due 2012 to Caa2 from Caa1. Moody's also lowered the rating on Reddy Ice Corporations' $300 million first lien senior secured notes due 2015 to B2 from B1 and the $139 million second lien notes due 2015 to Caa2 from Caa1. The ratings outlook remains negative. The speculative grade liquidity rating was affirmed at SGL-3. The ratings downgrade was prompted by Reddy Ice's elevated financial leverage through the first half of 2010 due to weaker than expected operating performance and the expectation that leverage will remain elevated. The B3 corporate family rating considers ongoing operational risks related to weather as well as increasing acquisition activity. REPLICEL LIFE: Posts C$1.1 Million Net Loss in Second Quarter ------------------------------------------------------------- RepliCel Life Sciences Inc., formerly Newcastle Resources Ltd., reported a net loss of C$1.1 million for the second quarter ended June 30, 2011, compared with a net loss of C$337,464 for the same period of 2010. For the six months ended June 30, 2011, the Company had a net loss of C$2.0 million, compared with a net loss of C$685,683 for the same period last year. The Company had no revenue from operations during the six months ended June 30, 2011, and 2010. The Company's balance sheet at June 30, 2011, showed C$2.0 million in total assets, C$171,518 in total liabilities, and shareholders equity of $1.8 million. "At June 30, 2011, the Company is still in the research stage, and has accumulated losses of C$4,929,565 since its inception and expects to incur further losses in the development of its business, which casts significant doubt about the Company's ability to continue as a going concern," RepliCel said in the filing. A copy of the Form 6-K is available at http://is.gd/8nk7NQ Headquartered in Vancouver, Canada, RepliCel Life Sciences Inc. is in the business of developing and patenting a new hair cell replication technology that has the potential to become the world's first autologous treatment for pattern baldness and general hair loss in men and women. RITE AID: Incurs $92.2 Million Net Loss in Aug. 27 Quarter ---------------------------------------------------------- Rite Aid Corporation reported a net loss of $92.25 million on $6.27 billion of revenue for the 13 weeks ended Aug. 27, 2011, compared with a net loss of $196.97 million on $6.16 billion of revenue for the 13 weeks ended Aug. 28, 2010. The Company also reported a net loss of $155.33 million on $12.66 million of revenue for the 26 weeks ended Aug. 27, 2011, compared with a net loss of $270.66 million on $12.55 million of revenue for the 26 weeks ended Aug. 28, 2010. The Company's balance sheet at Aug. 27, 2011, showed $7.41 billion in total assets, $9.77 billion in total liabilities and a $2.35 billion total stockholders' deficit. "We are pleased with the continued improvement in our top-line results, highlighted by three consecutive quarters of same store sales growth," said John Standley, Rite Aid President and CEO. "Customers are responding positively to our sales initiatives, including our highly popular and fast-growing wellness + loyalty program, which now has over 44 million enrolled members. Our positive same store sales growth, along with continued reductions in operating costs, drove an increase in adjusted EBITDA." A full-text copy of the press release announcing the financial results is available for free at http://is.gd/ZlpRfE About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has more than 4,700 stores in 31 states and the District of Columbia and fiscal 2010 annual revenues of $25.7 billion. Rite Aid carries 'Caa2' probability of default and corporate family ratings from Moody's Investors Service. It has a 'B-' corporate credit rating from Standard & Poor's Ratings Services. The TCR reported on Feb. 21, 2011 that Standard & Poor's Ratings Services said that it assigned its 'B+' issue rating and '1' recovery rating to Rite Aid Corp.'s proposed $343 million senior secured term loan tranche 5 due 2018. The '1' recovery rating indicates S&P's expectation for very high (90%-100%) recovery in the event of a payment default. According to the company, it will use the proceeds to repay about $321 million in borrowings under its tranche 3 term loan due 2014. "The ratings reflect the difficulties Rite Aid faces in improving its well-below-average operating performance relative to its peers, especially amid intense industry competition," said Standard & Poor's credit analyst Ana Lai. They also reflect the company's significant debt burden and thin cash flow protection measures. As reported by the Troubled Company Reporter on Feb. 22, 2011, Moody's assigned a B3 rating to Rite Aid Corp.'s proposed $343 million Tranche 5 senior secured first lien term loan due 2018. All other ratings including its Caa2 Corporate Family Rating, Caa2 Probability of Default Rating, and SGL-3 Speculative Grade Liquidity rating were affirmed. The rating outlook is stable. The proceeds will be used to repay the $343 million (including $21.2 original issue discount) Tranche 3 term loan due 2014. Following the repayment, the Tranche 3 term loan will be retired and its B3 rating withdrawn. RW LOUISVILLE: Amends Plan to Modify Secured Creditor's Features ---------------------------------------------------------------- RW Louisville Hotel Associates, LLC, filed a fourth amended plan of reorganization with the U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, to revise certain features relating to the Debtor's secured creditor and its agent, as well as certain technical features of the Plan. The Debtor maintains that the Plan provide the same or better treatment to all creditors as the earlier version. The is a reorganizing plan that provides for RW Louisville to emerge from Chapter 11 as a reorganized debtor continuing to operate a full-service Holiday Inn hotel, made possible by a restructuring of RW Louisville's secured and unsecured debt. The Plan proposes three categories of administrative expenses: professional fees; Allowed Administrative Claim of Sysco/Louisville Food Services Co.; and Remaining Administrative Claims, including claims under Section 503(b)(9) of the Bankruptcy Code that are unpaid as of the Confirmation Date. The Plan proposes one class of secured claims -- Class 1, consisting of the Noteholder's Secured Claim -- and eight unsecured creditor classes: Class 2 is for De Minimis Claims; Class 3 is general unsecured claims of more than $250; Class 4 is for the Postpetition Vendor Claims; Class 5 is for Advance Payment Claims; Class 6 is for general unsecured claims that are afforded priority under the Bankruptcy Code; Class 7 is for the Noteholder's Deficiency Claim; Class 8 is for the ORIX Non priority Purchased Claims, and Class 9 is for the ORIX Priority Purchased Claims. With respect to the Allowed Professional Administrative Claims, Sysco's Allowed Administrative Claim and the Remaining Administrative Claims, the Debtor will pay the Claims in equal monthly installments over approximately six months beginning after the Effective Date of the Plan. With respect to Class 1, the Noteholder will, at its option, be treated as holding a Secured Claim in the principal amount of $11,200,000 which will be amortized over 30 years at 5.5% interest. Beginning upon the first day of the calendar month following the Effective Date, the Debtor will make six monthly payments of $45,000 each to the Noteholder. Interest will begin accruing on the Noteholder's Secured Claim beginning on the first day of the seventh calendar month following the Effective Date at which time the Debtor will begin making 84 monthly payments of $63,592 to the Noteholder on its Claim with a balloon payment of all outstanding principal and interest in the 85th month. The Noteholder will also hold a Class 7 general unsecured deficiency Claim in the amount of $4,012,599, which will be amortized over 20 years at 5.5% and secured by a second mortgage lien on the Debtor's real property. With respect to Class 2, De Minimis Claims, the Debtor will, at each claim holder's election, either pay 80% of the face value of a De Minimis Claim, without interest, within 30 days of the Effective Date, or pay the De Minimis Claim in full over the Full Plan Term, with that obligation bearing interest at the Plan Interest Rate, in equal monthly payments with payment beginning six months after the Effective Date. With respect to the Class 3 General Unsecured Claims, the Debtor will, at each claim holder's election, either pay these Claims 25% of their value, Pro Rata, with 36 equal monthly payments beginning approximately six months after the Effective Date, or pay the General Unsecured Claim in full over the Full Plan Term, with that obligation bearing interest at the Plan Interest Rate, in equal monthly payments with payment beginning six months after the Effective Date. With respect to Class 4, the Postpetition Vendor Unsecured Claims, the Debtor will provide each Postpetition Vendor (1) an 80% Post petition Volume Commitment; and (2) at each claim holder's election, either pay these Claims 25% of their value, Pro Rata, with 36 equal monthly payments beginning approximately six months after the Effective Date, or pay the General Unsecured Claim in full over the Full Plan Term, with that obligation bearing interest at the Plan Interest Rate, in equal monthly payments with payment beginning six months after the Effective Date. With respect to Class 5, the Advance Payment Claims, except for any Advance Payment Claim that has been satisfied as of the Effective Date, the Debtor anticipates satisfying these Claims in full by providing the agreed upon services to each such claimant on the date and time the Debtor agreed to do so with each. With respect to Class 6, the Priority General Unsecured Claims will be paid in full but without interest with 6 equal monthly payments beginning upon the Effective Date. With respect to Class 9, the ORIX Priority Purchased Claims will be paid in full on the Effective Date. With respect to Class 7, the Noteholder's Deficiency Claim will be paid in full with interest beginning to accrue at the Plan Interest Rate on the first day of the seventh calendar month following the Effective Date at which time the Debtor will begin making 84 monthly payments of $27,602 to the Noteholder on its Claim with a balloon payment of all outstanding principal and interest in the 85th month. With respect to Class 8, the ORIX Non-priority Purchased Claims will be paid in full over the Full Plan Term, with that obligation bearing interest at the Plan Interest Rate, in equal monthly payments with payment beginning six months after the Effective Date. With respect to Class 9, the ORIX Priority Purchased Claims will be paid in full on the Effective Date. The Debtor's principal, James J. Papovich, will guaranty payment of all payments to be made under the Plan to holders of claims in Class 2, Class 3, Class 4, Class 6, and Class 8. The Debtor's Manager expressly subordinates the management fee, on an annual basis to the payments to be made under the Plan, through December 31 of each calendar year. The Debtor maintains that its reorganization pays holders of Claims more than they would receive in a liquidation of the Debtor's assets, and permits the Debtor to continue operating, preserving the jobs of its approximately 100 employees, and allows it to continue to provide services to the community. A full-text copy of the Fourth Amended Plan, dated Aug. 29, is available for free at http://ResearchArchives.com/t/s?76fe The Hon. Thomas H. Fulton of the U.S. Bankruptcy Court for the Western District of Kentucky will convene a hearing on Sept. 27, 2011, at 9:00 a.m. (Eastern Time), to consider the confirmation of RW Louisville Hotel Associates LLC's Fourth Amended Chapter 11 Plan of Reorganization. Objections, if any, are due Sept. 20. About RW Louisville Louisville, Kentucky-based RW Louisville Hotel Associates, LLC, aka Holiday Inn Hurstbourne, owns a hotel property located at 1325 South Hurstbourne Parkway, Louisville, Kentucky 40222. It is an independent franchisee of InterContinental Hotels Group and operates a 271-room full-service Holiday Inn on the Real Property and employs approximately 110 employees. RW Louisville filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 10-35356) on Oct. 8, 2010. Emily Pagorski, Esq., and Lea Pauley Goff, Esq., J. Kent Durning, Esq., James S. Goldberg, Esq., Lea Pauley Goff, Esq., and Matthew R. Lindblom, Esq., at Stoll Keenon Ogden PLLC, in Louisville, Ky., assist RW Louisville in its restructuring effort. RW Louisville estimated its assets and debts at $10 million to $50 million at the Petition Date. SEP RIVERPARK: Grubb & Ellis Approved as Listing Broker/Realtor --------------------------------------------------------------- The Hon. Sarah A. Hall of the U.S. Bankruptcy Court for the Western District of Oklahoma authorized SEP Riverpark Plaza, L.L.C., to employ Grubb & Ellis/Martens Commercial Group LLC, to act as the exclusive listing broker/realtor for the Debtor's Riverpark Apartments. Michael E. Deeba, Chapter 11 Trustee of Macco Properties, Inc., owner/member/manager of the Debtor estate, filed the request on Sept. 8, 2011. Grubb & Ellis is expected to: a) evaluate the Riverpark Apartments -- an asset of the Debtor's estate located at 400 W. Central Street, Wichita, Kansas; and b) instruct and advise the Trustee as to a marketing plan for and the eventual sale of the property of the debtor estate; To the best of the trustee's knowledge, Grubb & Ellis is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The trustee is represented by: Janice D. Loyd, Esq. James H. Bellingham, Esq. BELLINGHAM & LOYD, P.C. 620 North Robinson, Suite 207 Oklahoma City, OK 73102 Tel: (405)235-9371 Fax: (405)232-1003 E-mails: jdltrustee@bellinghamloyd.com jbellingham@bellinghamloyd.com About SEP Riverpark Plaza, L.L.C. Oklahoma City, Oklahoma-based SEP Riverpark Plaza, L.L.C., aka Riverpark Plaza Apartments, filed for Chapter 11 bankruptcy protection on November 11, 2010 (Bankr. W.D. Okla. Case No. 10-16832). According to its schedules, the Debtor disclosed $19,165,623 in total assets and $12,026,685 in total debts. On Jan. 13, 2011, Judge Sarah A. Hall authorized the Debtor's employment of Hiersche Law Firm as its bankruptcy counsel. SIGNAL HILL: Withdraws Disclosure Statement ------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia granted the request of Signal Hill Crossroads, LLC, for the withdrawal of its disclosure statement dated May 16, 2011, explaining its Plan of Reorganization. The Debtor sought withdrawal of the Disclosure Statement as it no longer represents the Debtor's financial position. The Debtor related that following a July 18, 2011, hearing, the Court entered an order terminating the stay under Section 362 of the Bankruptcy Code to allow the Debtor's secured creditor to foreclose on the Debtor's principal asset. The foreclosure has been conducted. The Debtor asserted that the stay relief and the asset foreclosure is a significant change in its situation since the filing of the Disclosure Statement. As reported by the Troubled Company Reporter on June 8, 2011, the Debtor's May 16, 2011, Plan contemplates the satisfaction of the claims of all of the Debtor's creditors from the development and sale or leasing of its property in Culpeper County, Virgnia, an 81-acre parcel of real estate. The Plan divides the Debtor's creditors into five classes: (1) postpetition administrative claimants; (2) the secured claim of the County of Culpeper for real estate taxes; (3) the secured claim of S.F.C. II, L.L.C; (4) general unsecured creditors; and (5) insider creditors. The claims of all classes are impaired. Vienna, Virginia-based Signal Hill Crossroads, LLC, filed for Chapter 11 bankruptcy protection (Bankr. Case W.D. Va. No. 11- 60365) on Feb. 14, 2011. Douglas E. Little, Esq., at Douglas E. Little, Attorney At Law, in Charlottesville, Va., serves at the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. SOLYNDRA LLC: Lawmakers Want Key Investor Info in Loan Probe ------------------------------------------------------------ Hilary Russ at Bankruptcy Law360 reports that lawmakers investigating $535 million in federal loan guarantees to now bankrupt Solyndra LLC asked two venture capital firms Wednesday to turn over reams of documents about their relationship with the troubled solar panel maker. Law360 relates that Rep. Fred Upton, R-Mich., and other members of the U.S. House of Representatives sent identical letters to key Solyndra investors Argonaut Private Equity and Madrone Capital Partners, requesting that they produce within a week material related to Solyndra's loan guarantees from the U.S. Department of Energy and the company's scrubbed initial public offering. About Solyndra LLC Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had approximately 968 full time employees and 211 temporary employees. Solyndra has sold more than 500,000 of its panels since 2008 and generated cumulative sales of over $250 million. Fremont, California-based Solyndra and affiliate 360 Degree Solar Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at least the third solar company to seek court protection from creditors since August 2011. Solyndra owed secured lenders $783.8 million, including $527.8 million to the U.S. government pursuant to a federal loan guarantee, and held assets valued at $859 million as of the Petition date. The U.S. Federal Financing Bank, owned by the U.S. Treasury Department, is the Company's biggest lender. In the Chapter 11 cases, the Debtors are pursuing a two-pronged strategy to effectuate either a sale of their business to a "turnkey" buyer who may acquire substantially all of Solyndra's assets or, if the Debtors are unable to identify any such potential buyers, an orderly liquidation of the Debtors' assets for the benefit of their creditors. Judge Mary F. Walrath presides over the Debtors' cases. The Debtors are represented by Pachulski Stang Ziehl & Jones LLP as legal adviser. AlixPartners LLP serves as noticing claims and balloting agent. Imperial Capital LLC serves as the company's investment banker and financial adviser. The Debtors also tapped former Massachusetts Governor William F. Weld, now with the law firm McDermott Will & Emery, to represent the company in government investigations and related litigation. SOLYNDRA LLC: Taps McDermott to Handle Govt. Investigations ----------------------------------------------------------- Solyndra LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ McDermott Will & Emery as special counsel. McDermott will handle governmental investigations of the Debtors and hearings in connection with those investigations, and litigation and proceedings involving the Debtors related to the investigations and hearings. Specifically, McDermott will: a. provide legal advice to the Debtors with respect to governmental investigations of the Debtors and hearings in connection with those investigations, and litigation and proceedings against the Debtors related to the investigations and hearings; b. prepare on behalf of the Debtors necessary reports, applications, motions, answers, orders, and other legal papers; and c. appear at hearings related to any investigations, litigation or proceedings. The hourly rates of the McDermott's personnel's are: William F. Weld $825 Stephen M. Ryan $775 David D. Ransom $525 Gene Litvinoff $525 Jon P. Decker $425 Prepetition, McDermott received $23,829 from the Debtors in connection with its prepetition representation of the Debtors. McDermott will waive any amounts that it is owed by the Debtors for prepetition services provided to the Debtors. To the best of the Debtors' knowledge, McDermott is a "disinterested person" as term is defined in section 101(14) of the Bankruptcy Code. About Solyndra LLC Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had approximately 968 full time employees and 211 temporary employees. Solyndra has sold more than 500,000 of its panels since 2008 and generated cumulative sales of over $250 million. Fremont, California-based Solyndra and affiliate 360 Degree Solar Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at least the third solar company to seek court protection from creditors since August 2011. Solyndra owed secured lenders $783.8 million, including $527.8 million to the U.S. government pursuant to a federal loan guarantee, and held assets valued at $859 million as of the Petition date. The U.S. Federal Financing Bank, owned by the U.S. Treasury Department, is the Company's biggest lender. In the Chapter 11 cases, the Debtors are pursuing a two-pronged strategy to effectuate either a sale of their business to a "turnkey" buyer who may acquire substantially all of Solyndra's assets or, if the Debtors are unable to identify any such potential buyers, an orderly liquidation of the Debtors' assets for the benefit of their creditors. Judge Mary F. Walrath presides over the Debtors' cases. The Debtors are represented by Pachulski Stang Ziehl & Jones LLP as legal adviser. AlixPartners LLP serves as noticing claims and balloting agent. Imperial Capital LLC serves as the company's investment banker and financial adviser. The Debtors also tapped former Massachusetts Governor William F. Weld, now with the law firm McDermott Will & Emery, to represent the company in government investigations and related litigation. SOLYNDRA LLC: Section 341(a) Meeting Scheduled for Oct. 18 ---------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors in Solyndra LLC's Chapter 11 case on Oct. 18, 2011, at 10:00 a.m. The meeting will be held at J. Caleb Boggs Federal Building, Room 5209, 844 King Street Wilmington, Delaware. 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. About Solyndra LLC Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had approximately 968 full time employees and 211 temporary employees. Solyndra has sold more than 500,000 of its panels since 2008 and generated cumulative sales of over $250 million. Fremont, California-based Solyndra and affiliate 360 Degree Solar Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at least the third solar company to seek court protection from creditors since August 2011. Solyndra owed secured lenders $783.8 million, including $527.8 million to the U.S. government pursuant to a federal loan guarantee, and held assets valued at $859 million as of the Petition date. The U.S. Federal Financing Bank, owned by the U.S. Treasury Department, is the Company's biggest lender. In the Chapter 11 cases, the Debtors are pursuing a two-pronged strategy to effectuate either a sale of their business to a "turnkey" buyer who may acquire substantially all of Solyndra's assets or, if the Debtors are unable to identify any such potential buyers, an orderly liquidation of the Debtors' assets for the benefit of their creditors. Judge Mary F. Walrath presides over the Debtors' cases. The Debtors are represented by Pachulski Stang Ziehl & Jones LLP as legal adviser. AlixPartners LLP serves as noticing claims and balloting agent. Imperial Capital LLC serves as the company's investment banker and financial adviser. The Debtors also tapped former Massachusetts Governor William F. Weld, now with the law firm McDermott Will & Emery, to represent the company in government investigations and related litigation. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors of Solyndra LLC. SONOMA VINEYARD: Disclosure Statement Hearing Set for Oct. 7 ------------------------------------------------------------ Judge Alan Jaroslovsky of the U.S. Bankruptcy Court for the Northern District of California will convene a hearing on the approval of the Disclosure Statement explaining Sonoma Vineyard Estates LLC's Plan of Reorganization on Oct. 7, 2011 at 09:00 a.m. The proposed plan for Sonoma Vineyard is to either sell the entirety or to take the two parcels that are comprised of 58.5 acres and process an application for a 17 estate lot subdivision so that the property can be sold to a developer which in turn would result in all creditors being paid in full and possibly some of the approximately $3,000,000 invested by the members being returned to them. The Sonoma County General Plan allows for a 22 lot residential subdivision on the two lots with APN numbers 142-042-020 and 142 042-021. Under the Sonoma County General Plan Use Policy LU-18t it states that if the existing golf course is abandoned on the 48.5 acre parcel then 15 residential homes may be placed on the parcel. The second parcel that is just less than 10 acres is allowed to be divided into two lots. Both adjacent property owners have consented to support this subdivision. The members of Sonoma Vineyard will advance 50% of the cost to the site planner, architect, engineer and planner to obtain the necessary approvals from Sonoma County for a tentative map on the estate lot subdivision with Geneva Leasing advancing the other 50% pursuant to the terms of a confidential settlement agreement dated March 9, 2011. The costs are to be repaid upon the sale of the property with the tentative map. Claims against the Debtor are classified under the Plan as: Class 1- Geneva Leasing Class 2 - Charter Oak Bank Class 3 - Riechers Spence Associates Class 4 - Allowed Unsecured Claims Class 5 - The Members The Debtor and August B. Landis, the Acting United States Trustee, entered into a court-approved stipulation agreeing to extend the deadline for the debtor to confirm its chapter 11 plan to Dec. 19, 2011. A full-text copy of the Disclosure Statement, dated August 25, is available for free at http://ResearchArchives.com/t/s?76fb About Sonoma Vineyards Estate Napa, California-based Sonoma Vineyards Estate LLC filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 10- 13447) on Sept. 7, 2010. Michael C. Fallon, Esq., at the Law Offices of Michael C. Fallon, in Santa Rosa, Calif., assists the Debtor in its restructuring effort. In its schedules, the Debtor listed $10,000,038 in assets and $6,998,010 in liabilities. SOUTH EDGE: JP Morgan, Owners Plan Set for Oct. 10 Confirmation --------------------------------------------------------------- The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the District of Nevada has approved the disclosure statement supporting the joint plan of reorganization filed by JPMorgan Chase Bank N.A., as administrative agent under the prepetition credit agreement, for South Edge LLC. JPMorgan has filed the Plan with four of the Debtor's members, KB Home Nevada, Inc., Coleman-Toll Limited Partnership, Pardee Homes of Nevada, Inc., and Beazer Homes Holdings Corp, and their parent affiliates, homebuilders KB Home, Toll Brothers, Inc., Weyerhaeuser Real Estate Company, and Beazer Homes Holdings Corp. The confirmation hearing is scheduled on Oct. 17, 2011, at 10:00 A.M. (PDT). The deadline for objections to the plan is set on Oct. 10, 2011, at 4:00 P.M. (PDT). The Plan Proponents believe that the Plan provides the Debtor and its creditors with the best possible outcome, because it (1) enables non-insider creditors to receive substantial distributions within the next few months, (2) ends years of contentious and expensive litigation between the Agent and the Settling Builders, and (3) creates a platform for future development of the Debtor's master planned community known as "Inspirada." The Plan provides for prompt and significant distributions to the secured Prepetition Lenders. The Plan also provides for the prompt payment in full of all priority and administrative claims, as well as a $1 million fund for general unsecured creditors, notwithstanding the facts that (1) the Agent holds liens on all of the Estate's assets, and (2) the Prepetition Lenders will not be paid in full. The Plan Proponents believe it is unlikely that unsecured creditors would receive anything in a liquidation or an alternative plan. The costs, delays, and risks of litigation would be significant. Moreover, the Prepetition Lenders' claims would continue to accrue interest and fees until they were paid in full. The Plan is supported by the Chapter 11 trustee for the Debtor, Cynthia Nelson. According to the Chapter 11 Trustee, the settlement in the Plan has substantial benefits for the Estate, including the payout to secured creditors, the recovery to unsecured creditors, and the resolution of significant litigation in a timely and largely consensual manner. J.P. Morgan is represented by: Robert M. Charles, Jr., Esq. LEWIS AND ROCA LLP 3993 Howard Hughes Parkway, Suite 600 Las Vegas, Nevada 89169-5996 Tel: (702) 949-8320 Fax: (702) 949-8321 E-mail: rcharles@LRLaw.com G. Larry Engel, Esq. MORRISON & FOERSTER LLP 425 Market Street San Francisco, California 94105-2482 Tel: (415) 268-7000 Fax: (415) 268-7522 E-mail: lengel@mofo.com Norman S. Rosenbaum, Esq. Jordan A. Wishnew, Esq. MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Tel: (212) 468-8000 Fax: (212) 468-7900 E-mail: nrosenbaum@mofo.com jwishnew@mofo.com A copy of JPMorgan's disclosure statement is available for free at: http://bankrupt.com/misc/SOUTHEDGE_disclosurestatement.pdf About South Edge Las Vegas, Nevada-based South Edge LLC owns the Inspirada project, an uncompleted 2,000-acre residential development in Henderson, Nevada, about 16 miles (26 kilometers) southeast of Las Vegas. The eight owners of the project include an affiliate of KB Home, a 49% owner. Other owners are Coleman Toll LP with 10.5%, Pardee Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer Homes USA Inc. with 2.6%. JPMorgan Chase Bank, N.A., Credit Agricole Corporate and Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968) on Dec. 9, 2010, against South Edge, LLC. The petitioning creditors are part of a lender group that provided a $595 million credit. New York-based JPMorgan serves as lender and agent for the group. South Edge filed motions to dismiss the involuntary petition. The Court conducted a contested trial on Jan. 24 and 25, 2011, and Feb. 2 and 3, 2011. On Feb. 3, 2011, the Court entered an order for relief under Chapter 11 of the Bankruptcy Code against the Debtor and issued an order directing the appointment of a chapter 11 trustee. The United States Trustee appointed Cynthia Nelson to serve as Chapter 11 trustee on Feb. 20, 2011. The Court approved the appointment three days later. South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel. The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm as local counsel. Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo Bank, N.A., are represented by lawyers at Morrison and Foerster LLP; and Lewis and Roca LLP. Credit Agricole is represented by lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury & Standish. SPANISH BROADCASTING: Receives Non-Compliance Notice from NASDAQ ---------------------------------------------------------------- Spanish Broadcasting System, Inc., on Sept. 15, 2011, received a written deficiency notice from The Nasdaq Stock Market, advising the Company that the market value of its Class A common stock for the previous 30 consecutive business days had been below the minimum $15,000,000 required for continued listing on the NASDAQ Global Market pursuant to NASDAQ Listing Rule 5450(b)(3)(C). Pursuant to NASDAQ Listing Rule 5810(c)(3)(D), the Company has been provided an initial grace period of 180 calendar days, or until March 13, 2012, to regain compliance with the Rule. The Notice further provides that NASDAQ will provide written confirmation stating that the Company has achieved compliance with the Rule if at any time before March 13, 2012, the market value of the Company's publicly held shares closes at $15,000,000 or more for a minimum of 10 consecutive business days. If the Company does not regain compliance with the Rule by March 13, 2012, NASDAQ will provide written notification to the Company that the Company's common stock is subject to delisting from the Nasdaq Global Market, at which time the Company will have an opportunity to appeal the determination to a NASDAQ Hearings Panel. The Company intends to use all reasonable efforts to maintain the listing of its common stock on the NASDAQ Global Market, but there can be no guarantee that the Company will regain compliance with the Market Value of Publicly Held Shares Requirement. About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. -- http://www.spanishbroadcasting.com/-- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. The Company reported net income of $15.04 million on $136.12 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $13.78 million on $139.39 million of net revenue during the prior year. The Company's balance sheet at June 30, 2011, showed $481.77 million in total assets, $434.08 million in total liabilities, $92.35 million in cumulative exchangeable redeemable preferred stock and a $44.66 million total stockholders' deficit. * * * In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. In July 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Miami, Fla.-based Spanish Broadcasting System Inc. to 'B-' from 'CCC+', based on continued improvement in the company's liquidity position. The rating outlook is stable. "The rating action reflects S&P's expectation that, despite very high leverage, SBS will have adequate liquidity over the intermediate term to meet debt maturities, potential swap settlements, and operating needs until its term loan matures on June 11, 2012," said Standard & Poor's credit analyst Michael Altberg. STRATEGIC AMERICAN: Inks Purchase & Sale Pact to Acquire SPE ------------------------------------------------------------ Strategic American Oil Corporation, on Sept. 20, 2011, entered into a Purchase and Sale Agreement with CW Navigation, Inc., KD Navigation, Inc., and KW Navigation, Inc., and SPE Navigation I, LLC, to acquire SPE. The material assets of SPE consist of certain oil and gas working interests in and to four producing oil and gas fields located in Galveston Bay, Texas, together with one million shares of Hyperdynamics Corporation. Pursuant to the Agreement, the Sellers have agreed to sell to the Company all of the outstanding membership interests in SPE for a total purchase price of 95,000,000 restricted common shares of the Company. The Company anticipates that the closing will occur within a week from the execution of the Agreement. CW Navigation, Inc., is owned 100% by the brother-in-law of Jeremy Driver, the Company's Chief Executive Officer and a director. KD Navigation, Inc., is owned 100% by Mr. Driver's wife. KW Navigation, Inc. is owned 100% by Mr. Driver's sister-in-law. About Strategic American Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth stage oil and natural gas exploration and production company with operations in Texas, Louisiana, and Illinois. The Company's team of geologists, engineers, and executives leverage 3D seismic data and other proven exploration and production technologies to locate and produce oil and natural gas in new and underexplored areas. Going Concern As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about Strategic American Oil's ability to continue as a going concern following the Company's results for the fiscal year ended July 31, 2010. The independent auditors noted that the Company has suffered losses from operations and has a working capital deficit. In the Form 10-Q, the Company acknowledged that it had a working capital deficit of $3,362,822 and an accumulated deficit of $13,016,680 as of Jan. 31, 2011. The Company said its ability to continue as a going concern is dependent on raising additional capital to fund ongoing exploration and development and ultimately on generating future profitable operations. STRATUS MEDIA: Amends 64.4 Million Common Shares Offering --------------------------------------------------------- Stratus Media Group, Inc., filed with the U.S. Securities and Exchange Commission a pre-effective amendment no.1 to Form S-1 registration statement relating to the resale of up to 21,750,000 shares of the Company's common stock issuable upon the conversion of shares of the Company's Series E Preferred Stock, 5,437,500 shares of the Company's common stock that may be issuable in the future if the Company elects to pay all mandatory dividends due in shares of common stock and 37,225,000 shares of the Company's common stock issuable upon the exercise of warrants held by some of the Company's securityholders. These shares of preferred stock and warrants were issued to the selling securityholders in connection with a private placement that the Company completed in May 24, 2011. In the private placement, the Company sold to eight accredited investors an aggregate of 8,700 Series E Preferred shares, A Warrants to purchase an aggregate of 21,750,000 shares of the Company's Common Stock and B Warrants to purchase an aggregate of 10,875,000 shares of the Company's Common Stock. The Company received gross proceeds of $8,700,000. The Company paid $800,000 in commissions and agreed to issue warrants to the placement agent to purchase an aggregate of 3,600,000 shares of the Company's Common Stock with respect to the private placement. The Company also paid a broker dealer a commission in connection with the private placement of $100,000 in cash and agreed to issue such broker-dealer five year warrants to purchase 1,000,000 shares of the Company's Common Stock, at an exercise price of $0.70 per share. The Company agreed to provide "piggyback" registration rights with respect to shares of the Company's Common Stock acquired by such broker dealer upon exercise of the warrants. The Company is not selling any shares of common stock in the offering and therefore will not receive any proceeds from the offering. The Company will, however, receive the exercise price of the warrants if and when these warrants are exercised by the selling securityholders. The Company will pay the expenses of registering these shares. The Company's common stock is traded in the over-the-counter market and is quoted on the OTC Bulletin Board under the symbol SMDI. On Sept. 15 , 2011, the last reported price of the Company's common stock was $0. 63 per share. A full-text copy of the amended prospectus is available at no charge at http://is.gd/7epyeq About Stratus Media Santa Barbara, Calif.-based Stratus Media Group, Inc., is an owner, operator and marketer of live sports and entertainment events. Subject to the availability of capital, the Company intends to aggregate a large number of complementary live sports and entertainment events across North America and internationally. The Company ended 2010 with a net loss of $8.41 million on $40,189 of revenues and 2009 with a net loss of $3.40 million on $0 revenues. The Company's balance sheet at June 30, 2011, showed $12.46 million in total assets, $3.81 million in total liabilities and $8.65 million total shareholders' equity. As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin, LLP, in Encino, California, expressed substantial doubt about Stratus Media Group's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and has negative cash flow from operations. TEE INVESTMENT: Files First Amended Chap. 11 Plan ------------------------------------------------- Tee Investment Company, dba as Lakeridge Apartments, filed with the U.S. Bankruptcy Court for the District of Nevada a first amended plan of reorganization and an accompanying disclosure statement on Sept. 9, 2011. The First Amended Plan provides that the amount of WBCMT 2006 - C27 Plumas Street, LLC's secured claim will be the lesser of the value of Lakeridge East Apartments, located at 6155 Plumas Street, in Reno, Nevada, determined as of the Confirmation Date or the WBCMT Note Balance. WBCMT will retain its security interest in the Property. The WBCMT Secured Claim will bear interest at the rate of 4.25% per annum from and after the Effective Date, or, in the event of objection by the Class 1 creditor, other rate as the Court will determine is appropriate after considering the evidence at the Confirmation Hearing. On or before the 15th day of each and every month, commencing on the 15th day of the next month following the Effective Date, the Debtor will distribute to WBCMT an amount equal to the normal amortized monthly payment based upon the WBCMT Interest Rate and a 30-year amortized mortgage term. The balance owed on the WBCMT Secured Claim, together with any and all accrued interest, fees and costs due thereunder, will be paid on or before 10 years following the Effective Date, or other date as may be proposed by the Debtor and approved by the court at the Confirmation Hearing. The WBCMT Note and the WBCMT Deed of Trust will remain in full force and effect. In the event of a default by the Debtor under the Plan, and in the event Debtor fails to cure the default within 15 business days after delivery of notice to the Debtor and to Debtor's counsel, WBCMT will be entitled to enforce all of the terms of the WBCMT Deed of Trust and the WBCMT Note, in addition to all rights available under Nevada law, including, without limitation, foreclosure upon the Property and the opportunity to credit bid the entire amount of the WBCMT Note at any foreclosure sale. In the event WBCMT makes a timely election under Section 1111(b (2) of the Bankruptcy Code, and the same is allowed by the Court, then as of the WBCMT Maturity Date, the balance paid to WBCMT will be the greater of I) the balance owed on the WBCMT Secured Claim as of the WBCMT Maturity Date; or ii) the WBCMT Note Balance less the total of all payments received by WBCMT Post Petition. A full-text copy of the First Amended Disclosure Statement, dated September 9, is available for free at: http://ResearchArchives.com/t/s?76fc About Tee Investment Reno, Nevada-based Tee Investment Company, Limited Partnership, dba Lakeridge Apartments, filed for Chapter 11 bankruptcy protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615). The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10- 53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10- 51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev. 10-50506) filed separate Chapter 11 petitions. TERRESTAR NETWORKS: Reaches Loan Settlement With Lenders -------------------------------------------------------- Kaitlin Ugolik at Bankruptcy Law360 reports that TerreStar Networks Inc. said Wednesday it had reached a settlement in New York bankruptcy court with its creditors' committee, collateral agent and several lenders in a suit over a $100 million purchase money credit agreement. Under the settlement, which is awaiting court approval, TerreStar would pay various fees incurred by lenders EchoStar Corp. and Harbinger Capital Partners and collateral agent U.S. Bank National Association in exchange for its release from litigation over the outstanding PMCA, according to Law360. About TerreStar Networks TerreStar Corporation and TerreStar Holdings, Inc., filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Southern District of New York on Feb. 16, 2011. TSC's Chapter 11 filing joins the bankruptcy proceedings of TerreStar Networks Inc. and 12 other affiliates, which filed on Oct. 19, 2010. The October Chapter 11 cases are procedurally consolidated under TSN's Case No. 10-15446 under Judge Sean H. Lane. TSC is the parent company of each of the October Debtors. TSC has four wholly owned direct subsidiaries: TerreStar Holdings, Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings Inc. TSC's case is jointly administered with the cases of seven of the October Debtors under the caption In re TerreStar Corporation, et al., Case No. 11-10612 (SHL). The seven Debtor entities who sought joint administration with TSC are TerreStar New York Inc., Motient Communications Inc., Motient Holdings Inc., Motient License Inc., Motient Services Inc., Motient Ventures Holdings Inc., and MVH Holdings Inc. TSC is a Delaware corporation whose main asset is the equity in non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by the Federal Communication Commission. TSC also has an indirect 89.3% ownership interest in TerreStar Network, Inc., which operates a separate and distinct mobile communications business. TerreStar Holdings is a Delaware corporation that directly holds 100% of the interests in 1.4 Holdings LLC. TerreStar Networks -- TSN -- the principal operating entity of TSC, developed an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using satellite-terrestrial smartphones. The system, however, required an enormous amount of capital expenditures and initially produced very little in the way of revenue. TSN's available cash and borrowing capacity were insufficient to cover its funding; thus, forcing TSN to seek bankruptcy protection in October 2010. TSC estimated assets and debts of $100 million to $500million in its Chapter 11 petition. Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serves as counsel for the TSC and TSN Debtors. Garden City Group is the claims and notice agent. Blackstone Advisory Partners LP is the financial advisor. The Garden City Group, Inc., is the claims and noticing agent in the Chapter 11 cases. Otterbourg Steindler Houston & Rosen P.C. is the counsel to the Official Committee of Unsecured Creditors formed in TSN's Chapter 11 cases. FTI Consulting, Inc., is the Committee's financial advisor. TerreStar has signed a contract to sell its business to Dish Network Corp. for $1.38 billion. TerreStar cancelled a June 30 auction because there were no competing bids submitted by the deadline. TEXAS RANGERS: Judge OKs Fraud Claims Over KPMG Audit ----------------------------------------------------- Eric Hornbeck at Bankruptcy Law360 reports that a New York state judge ruled Thursday that fraud claims could remain in a case alleging that a 2008 audit by KPMG LLP allowed Dallas private equity investor and former Texas Rangers owner Tom Hicks to cheat lenders out of $525 million in debt. GSP Finance LLC alleged in March that KPMG shifted around assets while preparing an audit for Hicks Sports Group LLC so that Hicks wouldn't exceed a $600 million debt cap on the syndicated loans held by GSP and others, Law360 recalls. About Texas Rangers Baseball Texas Rangers Baseball Partners owned and operated the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. Texas Rangers Baseball Partners filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 10-43400) on May 24, 2010. The partnership filed simultaneously with the bankruptcy petition a Chapter 11 plan that contemplated the sale of the club to an entity formed by a group that includes the current President of the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league club owner. In its petition, Texas Rangers Baseball Partners said it had both assets and debt of less than $500 million. Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as bankruptcy counsel to the Debtor. Forshey & Prostok LLP is the conflicts counsel. Parella Weinberg Partners LP serves as financial advisor. Major League Baseball is represented by: Sandy Esserman, Esq. STUTZMAN, BROMBERG, ESSERMAN & PLIFKA PC 2323 Bryan Street, Suite 2200 Dallas, TX 75201-2689 Tel: 214-969-4900 Fax: 214-969-4999 Lenders to the Texas Rangers sought to force the baseball team's equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D. Tex. Case No. 10-43624 and 10-43625). The lenders, a group that includes investment funds Monarch Alternative Capital and Kingsland Capital Management, filed an involuntary bankruptcy petition on May 28, 2010 against the two companies. The two companies were not included in the May 24 Chapter 11 filing of TRBP. U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010 confirmed the Debtor's fourth amended version of the Prepackaged Plan of Reorganization. The judge's confirmation order cleared the way for a group of Hall of Fame pitcher Nolan Ryan, and Pittsburgh sports attorney and minor-league team owner Charles Greenberg to purchase the Texas Rangers. The Ryan group paid $385 million in cash and assumed $208 million in liabilities. The Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction. THEATRE CLUB: Disclosure Statement Hearing Set for Nov. 9 --------------------------------------------------------- A hearing to consider approval of the disclosure statement explaining The Theatre Club of Los Angeles, LLC's plan of reorganization is scheduled for Nov. 9, 2011, at 2:00 p.m. The plan, filed Sept. 19, is a reorganizing Plan which provides for the payment of creditors of the Debtor. The Reorganized Debtor will make the payments called for under the Plan from either (i) lease payments made to the Reorganized Debtor by new and current tenants of the Variety Arts Theatre or (ii) from the proceeds from the future sale of all or a part real property assets of the Reorganized Debtor (including the Variety Arts Theatre or its residential lots). While not necessary to make the payments called for under the Plan, the Reorganized Debtor anticipates it will also generate additional revenue from the continued operation of its business as a developer of real property. The Plan provides for this classification and treatment of claims: * Class 1 is composed of claims by East West Bank secured by liens on property of the estate. On the Effective Date, the Debtor will commence making monthly payments to East West in the amount of $44,407. * Class 2 is composed of the secured claim of Keith Austin. On the effective date, the Debtor will make monthly interest only payments to Class 2. Additionally, Class 2 will receive 1/8th of the remaining principal balance on its claim from the sale of each lot. * Class 3 is composed of Cardiff Equities, LLC's secured claim. On the effective date, the Debtor will make monthly interest only payments to Class 2. Additionally, Class 2 will receive 1/8th of the remaining principal balance on its claim from the sale of each lot. * Class 4 is composed of the claim of the California Franchise Tax Board. The claim will be paid on the effective date. * Class 5 is composed of general unsecured claims. Holders of claims in Class 5 will share pro-rata in payments totaling $342,219. No interest will be paid to this class. * Class 6 is composed of interest holders. Interests are maintained under the Plan. A full-text copy of the Disclosure Statement is available for free at http://ResearchArchives.com/t/s?76ff Headquartered in Los Angeles, California, The Theatre Club of Los Angeles, LLC, a California LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-21918) on March 21, 2011. Aamir Raza, Esq., at the Law Office of Aamir Raza, serves as the Debtor's bankruptcy counsel. TRANSATLANTIC PETROLEUM: Posts $20.6MM Net Loss in Second Quarter ----------------------------------------------------------------- TransAtlantic Petroleum Ltd. filed its quarterly report on Form 10-Q, reporting a net loss of $20.6 million on $35.5 million of revenues for the three months ended June 30, 2011, compared with a net loss of $16.4 million on $18.6 million of revenues for the same period of 2010. For the six months ended June 30, 2011, the Company had a net loss of $43.2 million on $67.7 million of revenues, compared with a net loss of $35.2 million on $31.0 million of revenues for the same period last year. The Company's balance sheet at June 30, 2011, showed $547.3 million in total assets, $258.7 million in total liabilities, and stockholders' equity of $288.6 million. As reported in the TCR on April 27, 2011, KPMG LLP, in Calgary, Canada, expressed substantial doubt about TransAtlantic Petroleum's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses from operations, has a working capital deficiency and significant commitments. A complete text of the Form 10-Q is available for free at: http://is.gd/nZnAi7 Istanbul, Turkey-based TransAtlantic Petroleum Ltd. (TSX: TNP)(NYSE-AMEX: TAT) -- http://www.transatlanticpetroleum.com/-- is a vertically integrated, international energy company engaged in the acquisition, development, exploration, and production of crude oil and natural gas. The Company holds interests in developed and undeveloped oil and gas properties in Turkey, Morocco, Bulgaria and Romania. The Company owns its own drilling rigs and oilfield service equipment, which it uses to develop its properties in Turkey. In addition, the Company's drilling services business provides oilfield services and drilling services to third parties in Turkey and Iraq. TRAVELPORT HOLDINGS: Lays Out Possible Prepackaged Ch. 11 Plan -------------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that Travelport Holdings Ltd., the largest shareholder of Orbitz Worldwide Inc., on Wednesday laid out a possible prepackaged Chapter 11 plan in a regulatory filing with the U.S. Securities and Exchange Commission. The disclosure statement is a step toward filing for bankruptcy protection, which the company said it would do once it receives approval of the disclosure statement from certain lenders and equity holders, according to Law360. About Travelport Holdings Through its several brands and subsidiaries, Travelport Holdings sells tour packages including airline tickets and hotel accommodations and operates a hotel network spanning 13,000 properties across the Americas, Europe, and Asia. The company was created in 2004 through the merger of Tourico Holidays, LastMinuteTravel.com, and Travel Global Systems. Its other company brands include Easy Click Travel, One Minute Booking, and ExecGo. Travel Global Systems is Travel Holdings' travel technology entity. Travelport Holdings Limited is a holding company with no direct operations. Its principal assets are the direct and indirect equity interests it holds in its subsidiaries, including Travelport Limited. Travelport Limited, a direct subsidiary of Travelport Holdings Limited, reported net income of $283 million on $1.061 billion of of net revenue for the six months ended June 30, 2011, compared with net income of $1 million on $1.056 billion of net revenue for the same period of 2010. Results for the six months ended June 30, 2011, includes gain of $312 million, net of tax, from the sale of sale of the Gullivers Travel Associates (“GTA”) business to Kuoni Travel Holdings Limited (“Kuoni”). The sale was completed on May 5, 2011. Loss from continuing operations was $4 million during the six months ended June 30, 2011, compared with a loss of $2 million for the same period of 2010. The Company's balance sheet at June 30, 2011, showed $3.680 billion in assets, $4.136 billion in total liabilities, and a stockholders' deficit of $456 million. UROLOGIX INC: KPMG LLP Raises Going Concern Doubt ------------------------------------------------- Urologix, Inc., filed on Sept. 21, 2011, its annual report on Form 10-K for the fiscal year ended June 30, 2011. KPMG LLP, in Minneapolis, Minnesota, expressed substantial doubt about Urologix, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and negative operating cash flows and has entered into a new licensing agreement. The Company reported a net loss of $3.7 million on $12.6 million of sales for the year ended June 30, 2011, compared with a net loss of $2.2 million on $14.8 million of sales for the year ended June 30, 2010. The Company's balance sheet at June 30, 2011, showed $6.7 million in total assets, $1.9 million in total liabilities, and stockholders' equity of $4.8 million. A complete text of the Form 10-K is available for free at: http://is.gd/G6Uabh Urologix, Inc., develops, manufactures, and markets non-surgical, catheter-based therapies that use a proprietary cooled microwave technology for the treatment of benign prostatic hyperplasia (BPH), a disease that affects more than 23 million men worldwide. VALCOM INC: Amends 10-Q; Posts $72,000 Net Loss in June 30 Quarter ------------------------------------------------------------------ ValCom, Inc., has filed a corrected report on Form 10-Q/A covering its results for the third quarter ended June 30, 2011. An explanatory note was not provided. The Company reported a filed its quarterly report on Form 10-Q, reporting a net loss of $72,067 on $166,890 of revenues for the three months ended June 30, 2011, compared with a net loss of $964,469 on $98,354 of revenues for the three months ended June 30, 2010. For the nine months ended June 30, 2011, the Company reported net income of $15.53 million on $459,547 of revenues, compared with a net loss of $2.32 million on $nil revenue for the nine months ended June 30, 2010. The Company's balance sheet at June 30, 2011, showed $28.01 million in total assets, $2.37 million in total liabilities, and stockholders' equity of $25.04* million. * should be $25.64 million "The Company incurred net income of $15,530,530 due to the inventory adjustment [$16,669,164]and cash flows used in operations of $45,678 for the nine months ended June 30, 2011, and had retained earnings of $14,837,444 at June 30, 2011. Notwithstanding the inventory adjustment, these conditions raise substantial doubt about the Company's ability to continue as a going concern." A complete text of the Form 10-Q is available for free at: http://is.gd/My2ExU About ValCom Inc. ValCom, Inc., through its subsidiaries, operates as a diversified entertainment company in the United States. Its Broadcasting division operates My Family TV, a network created for American families. It has a library of approximately 1,000 films, 200 episodic TV series, and 500 individual TV one-off specials and documentary programs. The Company's Film and TV Program Production division includes television production for network and syndication programming, motion pictures, and real estate holdings. Its Live Theater and Event division provides live shows and events to fruition. The Company's Distribution division offers distribution and syndication services to producers. It distributes third party film and TV programming, as well as music titles. Its Real Estate and Other Broadcast Event Auctions division produces live event auctions covering a range of events for TV broadcast and live Webcast. The Company serves movie studios and television networks. Valcom, Inc., was founded in 1983 and is based in Indian Rocks Beach, Florida. VYCOR MEDICAL: Files Amended Annual and Quarterly Reports --------------------------------------------------------- On Sept. 2, 2011, Vycor Medical, Inc., filed the following amended annual reports and quarterly reports with the Securities and Exchange Commission for the following periods: 1) Form 10-K (1st Amendment) for the year ended Dec. 31, 2009 2) Form 10-Q (2nd Amendment) for the quarter ended March 31, 2010 3) Form 10-Q (2nd Amendment) for the quarter ended June 30, 2010 4) Form 10-Q (1st Amendment) for the quarter ended Sept. 30, 2010 5) Form 10-K (1st Amendment) for the year ended Dec. 31, 2010 6) Form 10-Q (1st Amendment) for the quarter ended March 31, 2011 The Company had determined that its historical financial statements for the above-indicated periods included in the Company's periodic reports filed with the Securities and Exchange Commission required restatement to reflect the proper accounting for certain common stock purchase warrants issued in connection with consulting agreements and to reflect the proper accounting treatment for the beneficial conversion feature associated with certain debt convertible into common stock. The net result of the restated financial statements included in the amended annual reports and quarterly reports is an additional aggregate non-cash expense of approximately $152,000 for all periods which were the subject of the restatements. Complete texts of the amended reports are available for free at: 1) http://is.gd/McBmks 2) http://is.gd/v3xdrl 3) http://is.gd/3wd32n 4) http://is.gd/gWfSCe 5) http://is.gd/4kLZ6K 6) http://is.gd/e0rZaF Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) -- http://www.VycorMedical.com/-- is a medical device company committed to making neurological brain, spinal and other surgical procedures safer and more effective. The Company's flagship, Patent Pending ViewSite(TM) Surgical Access Systems represent an exciting new minimally invasive access and retraction system that holds the potential for speedier, safer and more economical brain, spinal and other surgeries and a quicker patient discharge. Vycor's innovative medical instruments are designed to optimize neurosurgical site access, reduce patient risk, accelerate recovery, and add tangible value to the professional medical community. WARNER COMPANY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: The Warner Company, Inc. dba Warner Company Jewelers Warner Co. 770 West Shaw Avenue, Suite 101 Fresno, CA 93704 Bankruptcy Case No.: 11-60461 Chapter 11 Petition Date: September 20, 2011 Court: U.S. Bankruptcy Court Eastern District of California (Fresno) Judge: W. Richard Lee Debtor's Counsel: Hagop T. Bedoyan, Esq. KLEIN, DENATALE, GOLDNER, ET AL. 5260 N. Palm Avenue, #201 Fresno, CA 93704 Tel: (559) 438-4374 Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company’s list of its 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/caeb11-60461.pdf The petition was signed by Donald Wolfe, president. WEB.COM GROUP: Moody's assigns 'B1' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service assigned to Web.com Group, Inc. a first time B1 Corporate Family Rating (CFR) and Probability of Default Rating, a Ba3 rating to the Company's proposed $650 million first lien credit facilities, and a B3 rating to its proposed $150 million second-lien term loan. Moody's also assigned to Web.com a speculative grade liquidity rating of SGL-2. The outlook for the ratings is stable. The credit facilities are being raised in conjunction with Web.com's proposed acquisition of Network Solutions for $405 million in cash and the issuance of up to 18 million shares of Web.com common stock. The acquisition is expected to close during the fourth quarter of 2011. RATINGS RATIONALE The B1 CFR reflects Web.com's high financial leverage and its highly competitive online services industry. The industry is characterized by low average revenues per customer, relatively few barriers to entry, modest pricing power and a fragmented and evolving market in which a strong competitor (Go Daddy, CFR B1) has a leading market share. The rating also incorporates the risk of integrating a large acquisition, although the risk is somewhat tempered by Web.com's good liquidity and its track record of completing numerous acquisitions. The rating is supported by Web.com's good projected free cash flow generation (about 10% FCF/Debt in 2012), and the ratings agency's expectation that the Company will prioritize deleveraging and that the Debt/CFO plus interest expense ratio will decline to less than 5.0x by the end of 2012 from cash flow growth and debt repayment. Web.com's rating also benefits from good growth prospects for the online marketing solutions market driven by increasing spending by SMB customers to establish and optimize their presence on the Internet. Pro forma for the acquisition of Network Solutions Web.com will become the second largest retail domain name registrar and a leading online services provider to small and medium-sized businesses (SMB). The Company will increase its installed base of customers from approximately 900,000 to about 2.9 million customers. Web.com expects to generate revenue growth in high single digit rates by increasing penetration of value-added services to its acquired customer base and has targeted about $30 million in expense savings by 2013, mainly from reduction in headcount and consolidation of facilities. Moody's believes that Web.com's enhanced scale resulting from the acquisition of Network Solutions will improve the Company's competitive position in its highly fragmented industry. The planned cost savings from the acquisition should provide the Company incremental funds to invest in building brand value and increase sales and marketing spending to drive subscriber growth. Moody's Analyst Raj Joshi said, "while the Company is likely to realize targeted cost synergies, achieving higher revenue growth rates will mainly depend on cross-selling legacy Web.com's web marketing services to Network Solutions' large customer base which has on average stayed with the company for about eight years without buying many add-on services." The stable outlook reflects Moody's expectations that Web.com's revenues will grow at mid-single digit percentage rates in 2012, its subscriber attrition rates will remain stable, and that the Company will produce free cash flow in excess of $70 million in 2012. Given the expectations of high leverage persisting in the intermediate term, the rating is unlikely to be upgraded over this period. However, upward rating pressure could develop if Web.com generates robust earnings and cash flow growth, its market share increases meaningfully, and the Company demonstrates strong execution and consistent organic revenue growth while maintaining good liquidity and a moderately levered balance sheet. Moody's could downgrade Web.com's rating if deleveraging falls short of expectations as a result of weak business execution, integration challenges, or erosion in market share. The rating could be lowered if Web.com's anticipated cash flow generation does not materialize, or liquidity deteriorates unexpectedly. Moody's has assigned these ratings: Issuer: Web.com Group, Inc -- Corporate Family Rating, Assigned B1 -- Probability of Default Rating, Assigned B1 -- $50 million Senior secured revolving credit facility due 2016, Assigned Ba3, LGD3, 40% -- $600 million Senior secured term loan due 2018, Assigned Ba3, LGD3, 40% -- $150 million Senior secured term loan due 2019, Assigned B3, LGD6, 91% Outlook Action Outlook: Stable The principal methodology used in rating Web.com was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Jacksonville, FL, Web.com provides internet services and online marketing solutions to small businesses. The Company reported revenues of $154 million for the LTM 2Q 2010 period. Herndon, VA-based Network Solutions is a provider of internet domain name registration and other online services with $266 million in revenues for the LTM 2Q 2011 period. WEBB DAIRY: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Webb Dairy & Farm, Inc. dba Rocking W Cheese 5600 Highway 348 Olathe, CO 81425-9754 Bankruptcy Case No.: 11-32276 Chapter 11 Petition Date: September 20, 2011 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Howard R. Tallman Debtor's Counsel: Jeffrey Weinman, Esq. WEINMAN & ASSOCIATES, P.C. 730 17th Street, Suite 240 Denver, CO 80202 Tel: (303) 572-1010 E-mail: jweinman@epitrustee.com - and – William A. Richey, Esq. WEINMAN & ASSOCIATES, P.C. 730 17th Street, Suite 240 Denver, CO 80202 Tel: (303) 572-1010 E-mail: lkraai@weinmanpc.com Scheduled Assets: $1,412,136 Scheduled Debts: $4,383,259 The Company did not file a list of creditors together with its petition. The petition was signed by Charlotte L. Webb, secretary. WESTCLIFF MEDICAL: Files Plan; Unsecureds to Recover 36% -------------------------------------------------------- Westcliff Medical Laboratories, Inc., and Biolabs, Inc., submitted to the U.S. Bankruptcy Court for the Central District of California a Chapter 11 liquidating plan and a disclosure statement dated Sept. 14, 2011. The Debtors seek to accomplish payments to creditors under the Plan by liquidating all of the remaining assets of their estates, if any, and distributing the proceeds from the liquidation of those assets coupled with the remaining net proceeds from the prior sale of substantially all of the assets of their estates and collections from outstanding accounts receivable in accordance with the priorities set forth in the Bankruptcy Code. For purposes of the Plan, the two Debtors are being treated as one consolidated legal entity. As a result, the holder of an allowed claim of a specific priority and amount against one of the Debtors will receive the identical treatment under the Plan as the holder of an allowed claim with the same priority and amount against the other Debtor. Class 1 Secured Claims, estimated to total $79,053, will be paid in full out of the Estate Funds. Class 2 is the secured claim of the Debtors' Senior Lenders. Senior Lenders will continue to retain their lien and security interest in any of their collateral still in existence on the Plan Effective Date. Class 3 non-Tax Priority Claims will be paid in full in cash. All Estate Funds remaining after all allowed secured and priority claims have been funded will be distributed to holders of Class 4 General Unsecured Claims on a pro rata basis until each Class 4 claim holder will get payment equal to 10% of its allowed amount. Class 5 is the deficiency claim of the Senior Lenders, totaling $7.6 million. Remaining Net Estate Funds after Class 4 Claims have been paid will be distributed to Class 5 Claims. Class 6 Interests in the Debtors will receive no distribution. Under a prepared liquidation analysis, the Debtors believe that all general unsecured creditors will receive more money under the Plan that they would receive in a Chapter 7 liquidation of the Debtors because confirmation of the Plan avoids substantial additional costs association with a Chapter 7 proceeding: Payout Under Plan Payout Under Chap. 7 ----------------- -------------------- Class 4 Claims 35.8% 33.5% Class 5 Claims 28.8% 26.1% A copy of WestCliff Medical's Sept. 14 Disclosure Statement and accompanying exhibits is available for free at: http://bankrupt.com/misc/WESTCLIFF_DSSept14.PDF The Court is set to conduct a hearing on Oct. 26, 2011, to consider the adequacy of the Disclosure Statement. About Westcliff Medical Santa Ana, California-based Westcliff Medical was, prior to the sale of substantially all of its assets, which closed on June 16, 2010, the operator of approximately 170 branded, stand-alone, patient service center laboratories and STAT labs. Westcliff filed a Chapter 11 petition on May 19, 2010, in Santa Ana, California (Bankr. C.D. Calif. Case No. 10-16743). Ron Bender, Esq., Jacqueline L. Rodriguez, Esq., Todd M. Arnold, Esq., and John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, in Los Angeles, Calif., assist the Debtor in its restructuring effort. In its schedules, the Debtor listed $61,210,303 in assets and $66,244,135 in liabilities. Parent BioLabs Inc. also filed for Chapter 11. The parent has no assets aside from owning Westcliff. YCR WORLDWIDE: Files Form S-1 Registration Statement ---------------------------------------------------- YRC Worldwide Inc. filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement prospectus covering resales from time to time by selling securityholders of: (i) up to $21,496,026 principal amount of the Company's Series A Notes held by certain selling securityholders and shares of the Company's common stock issuable upon conversion of the Series A Notes held by certain securityholders, plus such additional indeterminate number of shares of common stock as may be required for issuance in respect of the Series A Notes as a result of anti-dilution provisions thereof or any liquidation preference associated therewith; (ii) up to $19,213,217 principal amount of the Company's Series B Notes held by certain selling securityholders and shares of the Company's common stock issuable upon conversion of the Series B Notes held by certain securityholders, plus such additional indeterminate number of shares of common stock as may be required for issuance in respect of the Series B Notes as a result of anti-dilution provisions thereof or any liquidation preference associated therewith; and (iii) up to 161,339,531 shares of the Company's common stock held by certain selling securityholders. The Company's common stock is currently listed on the NASDAQ Global Select Market under the symbol "YRCW"; however, the Company's common stock is currently subject to delisting from the NASDAQ Global Select Market. There is no market for the Series A Notes or the Series B Notes on the NASDAQ Global Select Market or any national or regional securities exchange. A full-text copy of the prospectus is available for free at: http://is.gd/9PmVAt About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that through wholly owned operating subsidiaries offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. KPMG LLP's audit reports on the consolidated financial statements of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each contain an explanatory paragraph that states that the Company has experienced significant declines in operations, cash flows and liquidity and these conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at June 30, 2011, showed $2.59 billion in total assets, $2.91 billion in total liabilities and a $328.79 million in shareholders' deficit. * * * In January 2011, Standard & Poor's Ratings Services placed its 'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on CreditWatch developing. At the same time, S&P is withdrawing the existing issue level ratings on Yellow Corp.'s senior unsecured debt, given the negligible amounts outstanding. "The ratings on Overland Park, Kan.-based YRCW reflect its near- term liquidity challenges, meaningful off-balance-sheet contingent obligations related to multiemployer pension plans, as well as its participation in the competitive, capital-intensive, and cyclical trucking industry," said Standard & Poor's credit analyst Anita Ogbara. "YRCW's substantial (albeit deteriorating) market position in the less-than-truckload (LTL) sector, which has high barriers to entry, partially offsets these characteristics. We characterize YRCW's business profile as weak, financial profile as highly leveraged, and liquidity as weak." In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in recognition of the agreed debt restructuring which will result in losses for certain existing debt holders. In a related action Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest but critical improvements in the company's credit profile that should result from its recently-completed financial restructuring. The positioning of YRCW's PDR at Caa2\LD reflects the completion of an offer to exchange a substantial majority of the company's outstanding credit facility debt for new senior secured credit facilities, convertible unsecured notes, and preferred equity, which was completed on July 22, 2011. As reported by the TCR on May 5, 2011, Fitch Ratings downgraded YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior unsecured rating affirmed at 'C/RR6'. In addition, Fitch has removed YRCW's ratings from Rating Watch Negative. Fitch said that although it appears increasingly likely that the company will successfully complete the restructuring, until the transactions constituting the restructuring close, which is not anticipated until late July 2011, there exists a potential for the transaction to fail, in which case Fitch expects the company would be forced to file for Chapter 11 bankruptcy protection. * GOP Seeks House Votes on Small-Business Bills by Year's End ------------------------------------------------------------- Dow Jones' DBR Small Cap reports that House Republicans plan to quickly move forward with a series of bills aimed at increasing small businesses' access to capital, with the goal of passing legislation through the chamber by year's end. * Uncertainty Stalls Commercial Real-Estate Industry's Recovery --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that jittery investors, wary banks, the struggling economy and turbulent financial markets are stalling a two-year rebound in the U.S. commercial real-estate industry. * BOND PRICING -- For Week From Sept. 19 to 23, 2011 ---------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- ACARS-GM 8.10 6/15/2024 1.00 AHERN RENTALS 9.25 8/15/2013 30.00 AMBAC INC 5.95 12/5/2035 11.50 AMBAC INC 6.15 2/7/2087 0.75 AMBAC INC 7.50 5/1/2023 10.00 AMBAC INC 9.38 8/1/2011 10.00 AMBAC INC 9.50 2/15/2021 15.00 AMERICAN ORIENT 5.00 7/15/2015 52.79 BANK NEW ENGLAND 8.75 4/1/1999 14.00 BANK NEW ENGLAND 9.88 9/15/1999 14.00 BANKUNITED FINL 3.13 3/1/2034 7.10 BLOCKBUSTER INC 11.75 10/1/2014 2.13 CAPMARK FINL GRP 5.88 5/10/2012 53.25 CHENIERE ENERGY 2.25 8/1/2012 74.50 CHENIERE ENERGY 2.25 8/1/2012 73.71 CIRCUS & ELDORAD 10.13 3/1/2012 80.00 CIT-CALL10/11 7.00 5/1/2014 102.00 DIRECTBUY HLDG 12.00 2/1/2017 35.63 DIRECTBUY HLDG 12.00 2/1/2017 31.88 DUNE ENERGY INC 10.50 6/1/2012 54.16 DYNEGY HLDGS INC 8.75 2/15/2012 89.25 ECHOSTAR DBS 6.38 10/1/2011 99.75 EDDIE BAUER HLDG 5.25 4/1/2014 7.00 ENERGY CONVERS 3.00 6/15/2013 45.55 EOP OPERATING LP 5.00 10/15/2011 98.25 EVERGREEN SOLAR 4.00 7/15/2013 3.13 EVERGREEN SOLAR 4.00 7/15/2020 13.00 EVERGREEN SOLAR 13.00 4/15/2015 59.75 FIRST DATA CORP 5.63 11/1/2011 100.50 GLB AVTN HLDG IN 14.00 8/15/2013 85.00 GLOBALSTAR INC 5.75 4/1/2028 59.75 GREAT ATLA & PAC 6.75 12/15/2012 19.78 HAWKER BEECHCRAF 8.50 4/1/2015 41.25 HAWKER BEECHCRAF 9.75 4/1/2017 40.00 HORIZON LINES 4.25 8/15/2012 69.00 ITRON-CALL09/11 2.50 8/1/2026 99.88 K HOVNANIAN ENTR 6.25 1/15/2015 60.00 KELLWOOD CO 7.63 10/15/2017 28.00 KOHL'S CORP 7.38 10/15/2011 100.45 LEHMAN BROS HLDG 3.00 10/28/2012 25.13 LEHMAN BROS HLDG 4.70 3/6/2013 23.00 LEHMAN BROS HLDG 4.80 2/27/2013 23.13 LEHMAN BROS HLDG 4.80 3/13/2014 23.75 LEHMAN BROS HLDG 5.00 1/22/2013 23.13 LEHMAN BROS HLDG 5.00 2/11/2013 23.00 LEHMAN BROS HLDG 5.00 3/27/2013 21.50 LEHMAN BROS HLDG 5.00 8/3/2014 23.13 LEHMAN BROS HLDG 5.00 8/5/2015 23.38 LEHMAN BROS HLDG 5.10 1/28/2013 22.50 LEHMAN BROS HLDG 5.15 2/4/2015 23.13 LEHMAN BROS HLDG 5.25 2/6/2012 22.50 LEHMAN BROS HLDG 5.25 1/30/2014 23.13 LEHMAN BROS HLDG 5.25 2/11/2015 23.38 LEHMAN BROS HLDG 5.50 4/4/2016 23.00 LEHMAN BROS HLDG 5.55 2/11/2018 22.00 LEHMAN BROS HLDG 5.63 1/24/2013 24.50 LEHMAN BROS HLDG 5.75 5/17/2013 22.30 LEHMAN BROS HLDG 5.88 11/15/2017 23.38 LEHMAN BROS HLDG 6.00 7/19/2012 24.00 LEHMAN BROS HLDG 6.20 9/26/2014 23.88 LEHMAN BROS HLDG 6.88 5/2/2018 24.50 LEHMAN BROS HLDG 7.00 6/26/2015 23.50 LEHMAN BROS HLDG 7.00 12/18/2015 25.63 LEHMAN BROS HLDG 7.00 4/16/2019 23.00 LEHMAN BROS HLDG 8.05 1/15/2019 22.00 LEHMAN BROS HLDG 8.50 8/1/2015 23.50 LEHMAN BROS HLDG 8.80 3/1/2015 23.00 LEHMAN BROS HLDG 9.00 3/7/2023 19.78 LEHMAN BROS HLDG 9.50 12/28/2022 22.42 LEHMAN BROS HLDG 9.50 1/30/2023 22.63 LEHMAN BROS HLDG 9.50 2/27/2023 22.20 LEHMAN BROS HLDG 10.00 3/13/2023 23.38 LEHMAN BROS HLDG 10.38 5/24/2024 21.50 LEHMAN BROS HLDG 11.00 6/22/2022 23.38 LEHMAN BROS HLDG 11.00 7/18/2022 20.00 LEHMAN BROS HLDG 11.00 3/17/2028 25.50 LEHMAN BROS HLDG 11.50 9/26/2022 23.38 LEHMAN BROS HLDG 18.00 7/14/2023 25.75 LEHMAN BROS INC 7.50 8/1/2026 15.00 LIFEPT VILGE 8.50 3/19/2013 49.50 LOCAL INSIGHT 11.00 12/1/2017 2.25 MAJESTIC STAR 9.75 1/15/2011 5.00 MOHEGAN TRIBAL 7.13 8/15/2014 52.50 MOHEGAN TRIBAL 8.00 4/1/2012 61.20 NBC ACQ CORP 11.00 3/15/2013 1.00 NEBRASKA BOOK CO 8.63 3/15/2012 51.00 NEBRASKA BOOK CO 10.00 12/1/2011 91.00 PENSON WORLDWIDE 8.00 6/1/2014 51.19 PMI CAPITAL I 8.31 2/1/2027 9.00 RASER TECH INC 8.00 4/1/2013 2.25 REAL MEX RESTAUR 14.00 1/1/2013 82.50 RESTAURANT CO 10.00 10/1/2013 15.00 RIVER ROCK ENT 9.75 11/1/2011 75.25 TEXAS COMP/TCEH 10.25 11/1/2015 41.63 TEXAS COMP/TCEH 10.25 11/1/2015 38.60 THORNBURG MTG 8.00 5/15/2013 9.00 TIMES MIRROR CO 7.25 3/1/2013 39.14 TOUSA INC 9.00 7/1/2010 19.50 TRAILER BRIDGE 9.25 11/15/2011 90.51 TRAVELPORT LLC 11.88 9/1/2016 41.00 TRICO MARINE 3.00 1/15/2027 4.00 TRICO MARINE SER 8.13 2/1/2013 4.00 VIRGIN RIVER CAS 9.00 1/15/2012 51.00 WASH MUT BANK FA 5.13 1/15/2015 0.25 WCI COMMUNITIES 4.00 8/5/2023 1.57 WILLIAM LYON INC 7.50 2/15/2014 27.54 WILLIAM LYON INC 10.75 4/1/2013 30.00 WILLIAM LYONS 7.63 12/15/2012 26.00 WINDERMERE BAPT 7.70 5/15/2012 18.00 WORLD ACCEPTANCE 3.00 10/1/2011 97.96 WORLD ACCEPTANCE 3.00 10/1/2011 102.27 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ 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. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* 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., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2011. 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 $775 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 Christopher Beard at 240/629-3300. *** End of Transmission ***