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/raid1/www/Hosts/bankrupt/TCR_Public/111226.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 26, 2011, Vol. 15, No. 358 Headlines AES HAWAII: Moody's Assigns 'B1' Rating to $365-Million Notes AHERN RENTALS: Case Summary & 20 Largest Unsecured Creditors AK STEEL: S&P Cuts Corp. Credit Rating to 'BB-' on Weak Results AMBULATORY HEALTH: Case Summary & 20 Largest Unsecured Creditors AMERICAN CAPITAL: S&P Raises Counterparty Credit Rating to 'B' API TECHNOLOGIES: Moody's Reviews B2 Corporate for Downgrade ATLANTIC POWER: S&P Assigns 'BB-' Corporate Credit Rating AXION INTERNATIONAL: To Offer 10,000 6% Convert. Preferred Shares BIOZONE PHARMACEUTICALS: Issues Warrant to Buy 500,000 Shares BLUEKNIGHT ENERGY: Swank Capital Holds 32.1% of Common Units BONDS.COM GROUP: Jefferies Discloses 35.8% Equity Stake BRANCH BROOK: Case Summary & 10 Largest Unsecured Creditors C&S GROUP: Moody's Affirms 'Ba3' Corporate; Outlook Now Stable CAGLE'S INC: $18MM DIP Loan from AgSouth Farm Gets Final Approval CAGLE'S INC: Files Schedules of Assets and Liabilities CANO PETROLEUM: Board Approves Common Stock Delisting on NYSE CAPITAL POWER: S&P Lowers Corporate Credit Rating to 'BB-' CASCADE BANCORP: Taps BDO USA as Accountants CESAR RODRIGUEZ: Keeps Automatic Stay in Second Bankruptcy Case CHARLES BRELAND: IRS Fails in Bid to Amend Priority Claim CIT GROUP: To Redeem Additional $2 Billion of Series A Notes CIT GROUP: Bankruptcy Judge Rules Against Firm in Tyco Dispute COACH AMERICA: S&P Puts 'B-' Corp. Credit Rating on Watch Neg. COMSTOCK MINING: Mark Jewett Elected as Chief Accounting Officer CONVERSION SERVICES: Lori Cohen Resigns from Board of Directors CRAWFORD AND COMPANY: Moody's Withdraws B1 Corp. Family Rating CRYSTALLEX INTERNATIONAL: Informed of TSX Delisting D&G PROPERTIES: Case Summary & 11 Largest Unsecured Creditors DELTA PETROLEUM: Wins Court OK to Tap $57.5MM Whitebox Loan DELTATHREE INC: Receives Add'l $50,000 from D4 Holdings DESERT GARDENS: Has Access to US Bank's Cash Until Jan. 31 EDIETS.COM INC: T. Hoyer Resigns as Chief Financial Officer EDISON MISSION: Closes $242MM Financing for Wind Energy Projects EMMIS COMMUNICATIONS: Kevan Fight Owns 57,750 Preferred Shares EMMIS COMMUNICATIONS: Corre Holds 6.2% of Preferred Shares ETHAN ALLEN: S&P Affirms 'B+' Corporate Credit Rating FARM TO FAMILY: Voluntary Chapter 11 Case Summary FIBERTECH NETWORKS: S&P Affirms 'B' Corporate Credit Rating FILENE'S BASEMENT: Creditors Panel Balk at Ending 5th Avenue Lease FORCE FUELS: Posts $206,100 Net Loss in Oct. 31 Quarter FREEZE, LLC: Section 341(a) Meeting Rescheduled for Jan. 17 FUEL DOCTOR: Dropped as Defendant in Drinville Class Action GAMETECH INTERNATIONAL: Kassbohrer Deposits $200,000 Into Escrow GENERAL MARITIME: Files POS AM to 2009 S-3 Registration Statement GENERAL MARITIME: Files RW to Withdraw 2010 Registration Statement GENERAL MARITIME: Deregisters Unsold Shares Under 2001 Stock Plan GENERAL MARITIME: Deregisters Unsold Shares Under 2011 Stock Plan GETTY PETROLEUM: Sues Landlord Over Environmental Damage GLOBAL ENTERPRISES: Voluntary Chapter 11 Case Summary GLOBAL INVESTOR: Allied Global Discloses 25.2% Equity Stake GMAC MORTGAGE: Moody's Affirms SQ Ratings, Ratings on Review GMX RESOURCES: Closes 11.375% Senior Notes Due 2019 Tender Offer GMX RESOURCES: Moody's Cuts Sr. Unsecured Notes Rating to 'Ca' GREAT POINT: S&P Puts 'BB+' Rating on $220MM Loan on Watch Pos. GREEN EARTH: Francesco Galesi Discloses 17.6% Equity Stake GREEN FIELD: S&P Assigns 'CCC+' Corporate; Outlook Developing HAWAII MEDICAL: Proposes Prime Healthcare-Led Auction on Jan. 5 HERITAGE CONSOLIDATED: Wants Cash Collateral Access Until Dec. 31 HORIZON LINES: Amends Form S-1 Registration Statement IMAGEWARE SYSTEMS: Completes $10 Million Equity Financing INDIANTOWN COGENERATION: S&P Withdraws 'BB+' $505MM Bond Rating INTERNAL FIXATION: Three New Directors Elected to Board INTELSAT SA: Offers to Exchange 7 1/4% Senior Notes Due 2019 JANKO UAL: Case Summary & Largest Unsecured Creditor JOHN DRIGGS: US Trustee Gets More Time to Challenge Dickstein Fees JOHN MCCOMBS: Heritage First Bank Wins Automatic Stay Relief KANSAS CITY: Moody's Raises Corporate Family Rating to 'Ba1' KAREN PARTNERS: Case Summary & 18 Largest Unsecured Creditors KLN STEEL: Can Use Banco Popular Cash Collateral Until Jan. 13 LOCAL SERVICE: Court Approves Settlement Deal With Watson Trustee LOCAL SERVICE: Named as Plaintiff in Suit v. Elbert County LONGVIEW POWER: S&P Assigns 'B+' Rating to Credit Facilities LOS ANGELES DODGERS: Taps Covington fir Sale of Telecast Rights MAYAN PROPERTIES: Case Summary & 8 Largest Unsecured Creditors MCJUNKIN RED: S&P Affirms 'B' Corporate; Outlook Stable MEDSCI DIAGNOSTICS: Court OKs Employment of Damages Expert MONEY TREE: Files List of 20 Largest Unsecured Creditors MSX INTERNATIONAL: Moody's Lowers Corp. Family Rating to 'Caa3' NASH FINCH: Moody's Raises Corporate Family Rating to 'Ba3' NATIONAL GRAPHICS: Files Schedules of Assets and Liabilities NEWROC MOTORCYCLES: Voluntary Chapter 11 Case Summary NORMAN REGIONAL: S&P Affirms 'BB+' Rating on Bonds NORTH AMERICAN ENERGY: S&P Affirms 'BB' Rating on Securities PECAN SQUARE: Wants Access to Wells Fargo's Cash Collateral PEGASUS RURAL: Has Final OK to Incur $3MM Loan from Xanadoo Co. PENSON WORLDWIDE: S&P Lowers Counterparty Credit Rating to 'B-' PHH CORP: S&P Cuts Long-Term Issuer Credit Rating to 'BB-' PHH MORTGAGE: S&P Affirms Above Average Rankings as Servicer PITTSFIELD RESIDENTIAL: Bankr. Court Recommends Default Judgment PRECISION OPTICS: A. Schumsky Extends Note Maturity to Jan. 31 PREMIER COACHES: Voluntary Chapter 11 Case Summary PREMIER DIGITAL: Case Summary & 2 Largest Unsecured Creditors PURSELL HOLDINGS: Plan Confirmation Hearing Slated for Jan. 13 QUANTUM FUEL: Closes Public Offering of 10.5 Million Units RACE POINT: S&P Puts 'BB' Senior Term Loan Rating on Watch Dev. RUTHERFORD CONSTRUCTION: 341(a) Meeting Scheduled for Jan. 17 SALLY HOLDINGS: Ceases to File Periodic Reports with SEC SAND SPRING: Court OKs Young Conaway to Handle Reorganization Case SECURITY NATIONAL: Section 341(a) Meeting Rescheduled to Jan. 12 SEQUENOM INC: Aria Files Complaint Over Patent Infringement SIX FLAGS: S&P Assigns 'BB+' Rating to Secured Credit Facilities SOUTHEST CORPORATE: Fitch Withdraws 'E' Individual Rating STANDARD GOLD: Inks Forbearance Agreement with Pure Path STOCKDALE TOWER: Has Access to LBUS Cash Collateral Until March 31 SUMMER VIEW: Cash Collateral Hearing Scheduled for Dec. 28 SUN RIVER: Posts $2.9 Million Net Loss in Oct. 31 Quarter TAO-SAHI LP: Has Access to S2 Cash Collateral Until Dec. 31 TAWK DEVELOPMENT: To Seek Approval of Plan at Jan. 20 Hearing TBS INTERNATIONAL: Reaches Deal With Lenders on Restructuring THEATRE CLUB: Failed to Correct Plan Defects, Says Bank THURMON BELL: BB&T Suit Reinstated, Trial to Begin in March TOWN CENTER: Court OKs Genovese Joblove as Committee Counsel UNITED RENTALS: Fitch Puts 'B+' Long-Term IDR on Watch Negative VITESSE SEMICONDUCTOR: Amends $75 Million Securities Offering WARNER MUSIC: S&P Affirms 'B+' Corporate Credit Rating WCA WASTE: Moody's Reviews 'B2' Corporate for Possible Downgrade ZOGENIX INC: Amends Co-Promotion Agreement with Astellas * BOND PRICING -- For Week From Dec. 19 to 23, 2011 ********* AES HAWAII: Moody's Assigns 'B1' Rating to $365-Million Notes ------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to approximately $365 million of senior secured notes of AES Hawaii, Inc. (AES Hawaii). The 6.87% notes, due June 30, 2022, were originally issued in 2003 at a face amount of $500 million. This is the first time Moody's has assigned a public rating to the notes. The outlook for AES Hawaii is negative. RATINGS RATIONALE AES Hawaii is a 180 MW coal-fired circulating fluidized bed generating facility located at Barbers Point on the Hawaiian island of Oahu. The project has been in operation since 1992 and sells all of its output to Hawaiian Electric Company, Inc. (HECO: Baa1 senior unsecured) under a power purchase agreement (PPA) that extends to September 2022. The project also sells steam to a nearby Chevron refinery. AES Hawaii's rating considers the revenue stability provided by its long term PPA with HECO; however the project's B1 rating and negative outlook are more reflective of the financial stress that has developed primarily as a result of the project's inability to pass along its significantly increased fuel costs. The project's fixed price coal supply agreement expired in 2007; since then, the project has been operating under a series of short term agreements which has left it exposed to market pricing in the long term. AES Hawaii's cost of coal (hedged through 2012) is currently slightly below twice the amount assumed at the time of the 2003 financing while the fuel component of the project's energy revenues rises only with inflation. Although partially offset by availablity, the project's operating costs have also been higher than originally anticipated, as a result, debt service coverage ratios, which were initially expected to remain around 1.9 times, have been closer to 1.3 times and Moody's anticipates they will remain in the range of 1.2 to 1.3 times in 2011 and 2012. Forward prices for overseas coal (2013 and beyond) are currently approximately 2-3 times higher than those assumed at the time of the 2003 financing. As a result, unless coal prices decline, or management is able to obtain discounted pricing or cost savings from burning a wider range of fuels - which they have been endeavoring to do, in Moody's opinion, beginning in 2013, AES Hawaii may not be able to generate sufficient cash to cover its debt service. The B1 rating incorporates the view that, given significant quantities of coal that AES procures for its global coal fleet, the company should be able to continue obtaining coal at prices generally below those observed in the market. The B1 rating also considers the protection currently provided to the lenders via a six month debt service reserve letter of credit as well as the strategic position of the project as a low cost source of approximately 20% of the island of Oahu's power needs. Since AES Hawaii's power sales agreement does not contain a fuel cost pass-through, the project is extremely economic for HECO relative to its alternative owned or contracted resources, which are primarily fuel-oil based. Given the current high prices of low sulfur fuel oil -- HECO reports its 2010 oil costs as $87.62 per barrel - even if AES Hawaii were to be dispatched based on its actual cost of coal, the project would likely still represent an economic resource for the island. HECO holds a second priority interest in the project's collateral package, including the ownership pledge, and rights to cure and assume. In Moody's opinion, this underscores the importance of the project to HECO, and potentially provides some additional downside support for the lenders. The outlook for AES Hawaii is negative, reflecting the significant uncertainty surrounding the level of its fuel costs beyond 2012, the non-pass through nature of its power sales agreement with HECO, and the resulting potential for cash shortfalls beginning in 2013. Unless AES Hawaii is able to secure coal at prices below those currently observed, or is able to otherwise reduce costs or make adjustments to its power sales agreement allowing for the project to sustainably generate sufficient cash flow to cover its annual debt service, the rating is likely to be revised downward. In the event AES Hawaii is able to secure a longer term supply of coal at prices that would enable its debt service coverage ratio to remain above 1.0 times on a sustainable basis, or if the project is able to revise its power sales agreement in a manner that allows it to recover its actual cost of fuel, the outlook could be revised to stable. The principal methodology used in this rating was Power Generation Projects published in December 2008. AES Hawaii is a wholly owned subsidiary of the AES Corporation (AES: Ba3 stable). AHERN RENTALS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Ahern Rentals Inc. DBA Ahern Heavy Equipment; DBA Rhino's Turn Equipment; DBA Super Grip West 3750 N. Virginia St. Reno, NV I 89506-0782 Bankruptcy Case No.: 11-53860 Chapter 11 Petition Date: December 22, 2011 Court: U.S. Bankruptcy Court District of Nevada Judge: Hon. Bruce T. Beesley Debtor's Counsel: Gerald M. Gordon, Esq. William M. Noall, Esq. Thomas H. Fell, Esq. Gabrielle A. Hamm, Esq. GORDON SILVER 3960 Howard Hughes Pkwy., 9th Floor Las Vegas, NV 89169 Telephone: (702) 796-5555 Facsimile: (702) 369-2666 E-mail: ggordon@gordonsilver.com wnoall@gordonsilver.com tfell@gordonsilver.com ghamm@gordonsilver.com Claims Agent: Kurtzman Carson Consultants LLC Estimated Assets: $500 million to $1 billion Estimated Debts: $500 million to $1 billion The petition was signed by Howard Brown, the company's chief financial officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Amount of Claim ------ --------------- --------------- P-FLEET Fuel $460,727 ATTN: MANAGING MEMBER 6390 GREENWICH DR SUITE 200 SAN DIEGO, CA 92122 NORTH AMERICAN BATTERY SYS Parts Maintenance $209,848 ATTN: MANAGING MEMBER P0 BOX 90906 LONG BEACH, CA 90809 JLG INDUSTRIES INC Equipment $169,606 ATTN: MANAGING MEMBER 1 JLG Drive 1 JLG Drive McConnellsburg, PA 17233-9533 REBEL OIL COMPANY INC Fuel $128,672 ATTN: MANAGING MEMBER 2200 SOUTH HIGHLAND DRIVE LAS VEGAS, NV 89102-4812 SKYJACK CORP Equipment $123,660 ATTN: MANAGING MEMBER 3451 SWENSON AVE ST CHARLES, IL 60174 EAGLE PROMOTIONS Advertising $110,602 ATTN: MANAGING MEMBER 4675 W POST RD #100 LAS VEGAS, NV 89118-3929 ALLMAND BROTHERS INC Equipment $96,587 ATTN: MANAGING MEMBER 1502 WEST 4TH AVE HOLDREGE, NE 68949 JLG EQUIPMENT SERVICES Parts Purchase $90,824 ATTN: MANAGING MEMBER 441 WEBER LANE BEDFORD, PA 15522 EAST BAY TIRE COMPANY Parts Maintenance $82,634 ATTN: MANAGING MEMBER 2200 HUNTINGTON DR UNIT C FAIRFIELD, CA 94533 SAMMONS TRUCKING Freight $77,150 ATTN: MANAGING MEMBER 3665 W BROADWAY PO BOX 16050 MISSOULA, MT 59808-6050 ACE HARDWARE CORPORATION Parts Purchase $62,915 ATTN: MANAGING MEMBER 21582 NETWORK PLACE CHICAGO, IL 60673-1215 FOX ROTHSCHILD LLP Legal $60,741 ATTN: MANAGING MEMBER 3800 HOWARD HUGHES PKWY SUITE 500 LAS VEGAS, NV 89169 H & W PETROLEUM COMPANY INC Fuel $59,929 ATTN: MANAGING MEMBER 200 W CYPRESS CREEK RD SUITE 400 FT LAUDERDALE, FL 33309 CMD TRUCKING Freight $57,025 ATTN: MANAGING MEMBER DBA CARLOS DEL VALLE 946 FLORENCE ST IMPERIAL BEACH, CA 91932 STRASBURGER & PRICE LLP Legal $53,888 ATTN: MANAGING MEMBER PO BOX 50100 DALLAS, TX 75250-9989 MULTIQUIP INC Equipment $51,481 ATTN: MANAGING MEMBER 18910 WILMINGTON AVE CARSON, CA 90746 BARNES DISTRIBUTION Parts Maintenance $50,721 ATTN: MANAGING MEMBER DEPT CH 14079 PALATINE, IL 60055-4079 SNORKEL INTERNATIONAL Parts Purchase $49,421 ATTN: MANAGING MEMBER 2009 ROSEPORT RD ELWOOD, KS 66024 CROWN ELECTRICAL SYSTEMS R&M Building $47,842 ATTN: MANAGING MEMBER Supplies 18320 OAK CANYON ROAD 210 SANTA CLARITA, CA 91387 LOS ANGELES FREIGHTLINER Parts Maintenance $38,720 ATTN: MANAGING MEMBER SILVER STATE TRUCK & TRAILER 210 NORTH EAST ST WOODLAND, CA 95776 AK STEEL: S&P Cuts Corp. Credit Rating to 'BB-' on Weak Results --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings, including the corporate credit rating, on AK Steel Holding Corp. to 'BB-' from 'BB'. The rating outlook remains negative. "The downgrade and negative outlook reflect AK Steel's weak financial metrics stemming from difficult competitive conditions, including uneven and seasonal demand and new capacity, which has put pressure on prices, and high raw material costs," said Standard & Poor's credit analyst Marie Shmaruk. "Given market conditions, the company has been unable to fully pass through its raw material costs, compressing margins and resulting in weak operating performance." "Under our base case scenario, we expect 2011 EBITDA of about $250 million, adjusted debt to EBITDA of about 9x, and adjusted funds from operations (FFO) to total debt below 10%, well below our previous expectations of $300 million of adjusted EBITDA and adjusted debt to EBITDA of about 6x. Likewise, our expectations for 2012 are now less optimistic, with demand still remaining sluggish, although improving over 2011. Steel prices have improved in recent weeks, and we expect that AK Steel's operating performance in the first half of 2012 will likely improve; we now expect 2012 EBITDA in the $375 million to $400 million range based on modest price increases and moderating raw material costs. This should result in adjusted debt to EBITDA of between 5x and 6x. However, the negative outlook reflects the potential for credit measure to remain weak for the rating if prices and volumes decline in the second half of the year and operating performance again falls short of our expectations. Given our assessment of the company's 'fair' business risk profile (as our criteria define the term), we expect total adjusted debt to EBITDA to average in the 4x to 5x range and FFO to total adjusted debt at about 20% through a cycle," S&P said. "The corporate credit rating and outlook reflect the company's fair business risk profile and 'aggressive' financial risk profile. The ratings also reflect its good market positions in a number of value-added steel products, 'adequate' liquidity, and improved capital structure. These positive factors are somewhat offset by its relatively small size, high cost position as an integrated steelmaker, lack of backward integration, limited diversity, high exposure to the automotive market, significant legacy costs, and credit metrics that are currently weak for the rating," S&P said. Standard & Poor's believes AK Steel has made substantial progress in the past couple of years to improve its cost structure, which had been higher than those of its peers because of less-favorable labor contracts. In addition, the company reduced its other postemployment benefit (OPEB) liabilities by about $1 billion through an agreement to fund certain OPEBs of the company's Middletown, Ohio, operations in a Voluntary Employees' Benefits Association (VEBA) trust. A recent agreement with its Butler retirees should reduce liabilities further during the next several years. AMBULATORY HEALTH: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Ambulatory Health Care Services, LTD 7660 Gross Point Road Skokie, IL 60077 Bankruptcy Case No.: 11-50681 Chapter 11 Petition Date: December 19, 2011 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Carol A. Doyle Debtor's Counsel: Ben L. Schneider, Esq. SCHNEIDER & STONE 8424 Skokie Boulevard, Suite 200 Skokie, IL 60077 Tel: (847) 933-0300 Fax: (847) 676-2676 E-mail: ben@windycitylawgroup.com Scheduled Assets: $500 Scheduled Debts: $4,436,331 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ilnb11-50681.pdf The petition was signed byDaniel R. Gawat, president. AMERICAN CAPITAL: S&P Raises Counterparty Credit Rating to 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its counterparty credit, senior secured and senior unsecured ratings on American Capital Ltd. (ACAS) to 'B' from 'B-'. The outlook is stable. "The rating actions incorporate our view of ACAS' management's continued efforts to work through the troubled assets on the company's balance sheet, shrink its investment portfolio, and pay down the high-cost debt that resulted from the company's June 2010 refinancing transaction," said Standard & Poor's credit analyst Jeff Zaun. "The refinancing had followed unrealized depreciation in the company's investment portfolio, which caused covenant defaults on the company's borrowings. As of Sept. 30, 2011, ACAS has no material debt repayments until December 2013. Pro forma for a repayment notice issued Dec. 15, 2011, management will have paid down the high-cost secured debt issued in the refinancing to $575 million as of Dec. 31, 2011, from $1.3 billion. The company's locked-in funding and improved leverage levels provide a strong cushion that supports the ratings and should protect creditors through 2012." "Nonaccrual loans continue to comprise 19% of total loans, which is far higher than ACAS' peers' and as high as the nonaccrual metric at the peak of the recent financial crisis," said Mr. Zaun. "This poor investment performance should limit upward movement of the ratings for an extended period -- that is, until the company can show adequate performance through another economic downturn. Single-name concentration, European Capital, was 12% of the portfolio as of Sept. 30, 2011, and concentration in the equity of finance companies and structured vehicles was 13% -- further limit the ratings. In 2010, the management changed ACAS' portfolio valuation procedures so that the company no longer obtains third- party valuation assistance. We believe that this weakens an important aspect of the company's risk management, and we view ACAS' new valuation procedures as a negative rating factor." "The stable outlook incorporates our view that ACAS could take an extended period to mend its investment portfolio and resume more normal operations," said Mr. Zaun. "We also believe that although leverage should decrease below its current level, with debt to adjusted total equity at 0.29x, the company will eventually resume operating at leverage levels in the 0.4x and 0.8x range, which is consistent with its business-development company peers'." "The stable outlook also reflects our expectation that we could upgrade ACAS if management clarifies the company's funding plan beyond 2013 and stabilizes the portfolio performance, turning in three or more consecutive quarters with nonaccruals less than 5% and realized returns more than 3%," S&P said. "We could downgrade the company if its loan performance or a drop in the value of its control investments causes a significant (20% or more) increase in leverage or if the coverage of interest by nondeal dependent earnings drops below 2.0x for two or more consecutive quarters," S&P said. API TECHNOLOGIES: Moody's Reviews B2 Corporate for Downgrade ------------------------------------------------------------ Moody's Investors Service placed all ratings of API Technologies, Inc. under review for possible downgrade. Concurrently, the company's speculative grade liquidity has been lowered to SGL-4 from SGL-3, denoting a weak, rather than an adequate, liquidity profile. The review and lower speculative grade liquidity reflect recent and projected performance against the financial ratio covenant test step-downs that are scheduled under API's $185 million first-lien credit facility. The B2 CFR and instrument ratings assumed ongoing compliance with debt agreements and orderly revolver access as API completes its business integration and operational restructuring plans. The review will consider prospects for restoration of liquidity profile adequacy. Moody's expects to conclude the review by February 2012. Ratings: Corporate family, placed under review for possible downgrade from B2 Probability of default, placed under review for possible downgrade from B2 $15 million first-lien revolver due June 2014, placed under review for possible downgrade from B2, LGD 3, 49% $170 million first-lien term loan due June 2016, placed under review for possible downgrade from B2, LGD 3, 49% Speculative grade liquidity, to SGL-4 from SGL-3 RATINGS RATIONALE The principal methodology used in rating API Technologies Corporation was the Global Aerospace and Defense Industry Methodology published in June 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. API Technologies, Inc. designs, develops and manufactures electronic components for military and aerospace applications, including mission critical information systems and technologies. Over the three months ended August 31, 2011 the company had revenues of $69.2 million. ATLANTIC POWER: S&P Assigns 'BB-' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Rating Services assigned its 'BB-' corporate credit rating to Atlantic Power Corp. "At the same time, we assigned our 'BB-' issue rating and a '3' recovery rating to the company's $460 million senior unsecured notes due 2018. The '3' recovery indicates that unsecured creditors can expect meaningful (50% to 70%) recovery if a payment default occurs. The outlook is stable," S&P said. "The rating on Atlantic Power reflects a fair business profile and significant financial profile. Our business risk assessment reflects the company's reliance on distributions from its underlying portfolio of energy projects resource concentration (natural gas) and some vulnerability to availability declines," S&P said. "The financial risk profile reflects high leverage and vulnerability to operation and maintenance cost increases," said Standard & Poor's credit analyst Theodore Dewitt. Atlantic Power is a Boston-based publicly traded corporation. On Nov. 5, 2011, Atlantic Power completed its acquisition of Capital Power Income L.P., a Canada-based publicly traded limited partnership. After completing the acquisition, Atlantic Power has 30 operational power generation projects in the U.S. and Canada totaling about 2,116 megawatts (MW). In addition, Atlantic has one biomass project under construction (53.5 MW), a regulated transmission line, and a majority interest in Rollcast Energy, a biomass power plant developer with several projects under development. "The outlook on the ratings is stable. We could revise the ratings if availability or generation is lower than expected, or if operation and maintenance costs are higher. In addition, the ratings could come under pressure from potential lower revenues from projects with recontracting exposure, as they represent about 56% of generation. Improved recovery prospects or material improvements in the risk profiles of several assets could result in higher ratings," S&P said. AXION INTERNATIONAL: To Offer 10,000 6% Convert. Preferred Shares ----------------------------------------------------------------- Axion International Holdings, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the Company's offering of up to 10,000 6% Series A convertible preferred shares, or the Series A preferred shares, and warrants to purchase up to [ ] common shares to purchasers in this offering. The Company is also offering up to [ ] of the Company's common shares issuable upon conversion of the Series A preferred shares and [ ] of the Company's common shares issuable upon exercise of the warrants. The Series A preferred shares and warrants will be sold in units for a purchase price equal to $1,000 per unit. Each unit will consist of: (1) one Series A preferred share which is convertible into [ ] of the Company's common shares at a conversion price of $[ ] per common share; (2) one Class A Warrant to purchase [ ] of the Company's common shares for every common share underlying the preferred share included in such unit, exercisable at any time after the closing date at an exercise price of $[ ] per common share; and (3) one Class B Warrant to purchase [ ] of the Company's common shares for every common share underlying the preferred share included in such unit, exercisable at any time after the closing date at an exercise price of $[ ] per common share. The conversion price of the Series A preferred shares and the exercise prices for the warrants will depend upon market conditions and will be determined by our Board of Directors after consulting with the placement agent for this offering. The conversion price of the Series A preferred shares and the exercise price of the Warrants are expected to be between $ [ ] and $[ ]. The Company's common stock is quoted on the Over-the-Counter Bulletin Board under the symbol "AXIH." The last reported sale price of the Company's common stock on the Over-the-Counter Bulletin Board on Dec. 20, 2011, was $0.70 per share. There is no established public trading market for the Series A preferred shares or the warrants being sold in this offering and the Company does not expect such a market to develop. The Company has retained Ladenburg Thalmann & Co. Inc., or the Placement Agent, to act as the Company's exclusive placement agent in connection with this offering and to use its "best efforts" to solicit offers to purchase the units. The Company intends to enter into a Placement Agency Agreement with the Placement Agent, relating to the units offered by this prospectus. The information in the prospectus is not complete and may be changed. The Company may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. A full-text copy of the prospectus is available at: http://is.gd/qdc5sl About Axion International New Providence, N.J.-based Axion International Holdings, Inc. (OTC BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee of patented and patent-pending technologies developed for the production of structural plastic products such as railroad crossties, pilings, I-beams, T-Beams, and various size boards including a tongue and groove design that are utilized in multiple engineered design solutions such as rail track, rail and tank bridges (heavy load), pedestrian/park and recreation bridges, marinas, boardwalks and bulk heading to name a few. As reported by the TCR on May 6, 2011, RBSM LLP, in New York, expressed substantial doubt about Axion International's ability to continue as a going concern, following its audit of the Company's balance sheet as of Dec. 31, 2010, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the three month period ended Dec. 31, 2010. The independent auditors noted that the Company has incurred significant operating losses in the current year and also in the past. The Company also reported a net loss of $6.57 million on $2.18 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $4.46 million on $1.25 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $5.96 million in total assets, $2.37 million in total liabilities, $6.59 million in 10% convertible preferred stock, and a $3 million total stockholders' deficit. BIOZONE PHARMACEUTICALS: Issues Warrant to Buy 500,000 Shares ------------------------------------------------------------- BioZone Pharmaceuticals, Inc., amended its Current Report on Form 8-K, as initially filed with the Securities and Exchange Commission on Dec. 7, 2011. The purpose of the Amendment was to correct the number of warrants issued to the investor on Nov. 30, 2011. Biozone issued 500,000 shares of its common stock, par value $0.001 per share, pursuant to a Subscription Agreement entered into on that date. The Company issued 1,018,456 shares of its common stock, par value $0.001 per share, upon conversion of the principal and all of the interest due on a certain convertible promissory note issued by the Company on Sept. 22, 2011, according to the conditions set forth in that note. In addition, pursuant to the terms of the Securities Purchase Agreement related to the note, the Company issued to the holder of the note a warrant to purchase 500,000 shares of its common stock at an exercise price of $1.00 per share, not 250,000 shares as originally reported. The Shares and warrants were issued to an accredited investor in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended and Rule 506 promulgated by the Securities and Exchange Commission thereunder. About Biozone Biozone Pharmaceuticals, Inc., formerly, International Surf resorts, Inc., was incorporated under the laws of the State of Nevada on Dec. 4, 2006, to operate as an internet-based provider of international surf resorts, camps and guided surf tours. The Company proposed to engage in the business of vacation real estate and rentals related to its surf business and it owns the website isurfresorts.com. During late February 2011, the Company began to explore alternatives to its original business plan. On Feb. 22, 2011, the prior officers and directors resigned from their positions and the Company appointed a new President, Director, principal accounting officer and treasurer and began to pursue opportunities in medical and pharmaceutical technologies and products. On March 1, 2011, the Company changed its name to Biozone Pharmaceuticals, Inc. Since March 2011, the Company has been engaged primarily in seeking opportunities related to its intention to engage in medical and pharmaceutical businesses. On May 16, 2011, the Company acquired substantially all of the assets and assumed all of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an Asset Purchase Agreement dated as of that date. Aero manufactures markets and distributes a line of dermatological products under the trade name of Baker Cummins Dermatologicals. On June 30, 2011, the Company acquired the Biozone Labs Group which operates as a developer, manufacturer, and marketer of over- the-counter drugs and preparations, cosmetics, and nutritional supplements on behalf of health care product marketing companies and national retailers. BioZone as of Oct. 29, 2011, is in default with respect to eleven senior secured convertible promissory notes issued to various accredited investors with an aggregate principal amount of $2,250,000 due to the fact that the Company has not paid the amount due on maturity. The Company's balance sheet at Sept. 30, 2011, showed $10.70 million in total assets, $10.88 million in total liabilities, and a $177,712 total shareholders' deficiency. "Our current balances of cash will not meet our working capital and capital expenditure needs for the next twelve months. In addition, as of September 30, 2011, we have a shareholder deficiency of $177,712 and negative working capital of $1,740,163. Because we are not currently generating sufficient cash to fund our operations and we have debt that is in default, we may need to rely on external financing to meet future operating, debt repayment and capital requirements. These conditions raise substantial doubt about our ability to continue as a going concern." BLUEKNIGHT ENERGY: Swank Capital Holds 32.1% of Common Units ------------------------------------------------------------ In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Swank Capital, L.L.C., and its affiliates disclosed that, as of Dec. 20, 2011, they beneficially own 8,360,068 shares of common units of Blueknight Energy Partners, L.P., representing 32.1% of the shares outstanding. As previously reported by the TCR on Nov. 28, 2011, Swank Capital disclosed beneficial ownership of 7,205,068 shares of common units. A full- text copy of the amended Schedule 13D is available for free at: http://is.gd/hVG4zh About Blueknight Energy Blueknight Energy Partners, L.P. (Pink Sheets: BKEP) -- http://www.bkep.com/-- provides integrated terminalling, storage, processing, gathering and transportation services for companies engaged in the production, distribution and marketing of crude oil and asphalt product. It provides services for the customers, and its only inventory consists of pipeline linefill and tank bottoms necessary to operate the assets. It has three operating segments: crude oil terminalling and storage services, crude oil gathering and transportation services, and asphalt services. The Company reported a net loss of $23.79 million on $152.62 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $16.50 million on $156.77 million of total revenue during the prior year. The Company also reported net income of $25.89 million on $131.12 million of total revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $10.60 million on $113.53 million of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $320.77 million in total assets, $333.23 million in total liabilities, and a $12.46 million total partners' deficit. BONDS.COM GROUP: Jefferies Discloses 35.8% Equity Stake ------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Jefferies & Company, Inc., and Jefferies Group, Inc., disclosed that, as of Dec. 5, 2011, they beneficially own 58,171,427 shares of common stock of Bonds.com Group, Inc., representing 35.8% of the shares outstanding. The percentage is based on 104,354,190 shares of common stock outstanding as of Nov. 21, 2011, as disclosed by the Company in its most recent quarterly report for the period ended Sept. 30, 2011 filed on Nov. 21, 2011. A full-text copy of the amended Schedule 13D is available for free at http://is.gd/0ffgNq About Bonds.com Group Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG) -- http://www.bonds.com/-- through its subsidiary Bonds.com, Inc., serves institutional fixed income investors by providing a comprehensive zero subscription fee online trading platform. The Company designed the BondStation and BondStationPro platforms to provide liquidity and competitive pricing to the fragmented Over- The-Counter Fixed Income marketplace. The Company differentiates itself by offering through Bonds.com, Inc. an inventory of more than 35,000 fixed income securities from more than 175 competing sources. Asset classes currently offered on BondStation and BondStationPro, the Company's fixed income trading platforms, include municipal bonds, corporate bonds, agency bonds, certificates of deposit, emerging market debt, structured products and U.S. Treasuries. As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca Raton, Fla., in its audit reports for the years ended Dec. 31, 2009, and Dec. 31, 2010, expressed substantial doubt about the Company's ability to continue as a going concern. The auditors noted that the Company has sustained recurring losses and has negative cash flows from operations. The Company reported a net loss of $12.51 million on $2.71 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $4.69 million on $3.90 million of revenue during the prior year. The Company also reported a net loss of $12.26 million on $2.84 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $9.21 million on $2.01 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $4.10 million in total assets, $15.52 million in total liabilities and a $11.42 million stockholders' deficit. BRANCH BROOK: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Branch Brook Plaza Inc. c/o Joseph Gencarelli 52 Myrtle Avenue Nutley, NJ 07110 Bankruptcy Case No.: 11-45780 Chapter 11 Petition Date: December 19, 2011 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Vincent Commisa, Esq. WILDENHAIN CRINO, PC. 95 Mt. Bethel Road Warren, NJ 07059 Tel: (908) 757-3900 Fax: (908) 757-9609 E-mail: vcommisa@wcpclaw.com Scheduled Assets: $1,200,500 Scheduled Liabilities: $3,312,784 The Company's list of its 10 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/njb11-45780.pdf The petition was signed by Joseph Gencarelli, president. C&S GROUP: Moody's Affirms 'Ba3' Corporate; Outlook Now Stable -------------------------------------------------------------- Moody's Investors Service revised the outlook for C&S Group Enterprises LLC's (C&S) to stable from negative and affirmed the company's Ba3 Corporate Family and Probability of Default ratings and upgraded the senior secured notes rating to B1 from B2. The stable outlook reflects Moody's opinion that C&S's operating performance has remained stable despite the bankruptcy filing in 2010 of its largest customer at that time - The Great Atlantic and Pacific Tea Company, Inc. (A&P). Although credit metrics deteriorated in 2011 due to the increased pension liability adjustment primarily associated with the closure of company's Woodbridge logistics facility, the stable outlook also reflects Moody's expectation that C&S's credit metrics will improve going forward due to lower expected pension expense, increased sales volumes and the increased contribution to EBITDA from the company's Efficient Storage, Selection and Shipping ("ES3") operation as it gains momentum. "C&S has more than offset the lost A&P sales volume with new contracts, increased sales to existing customers and has also signed a new supply agreement with A&P which is planning to emerge from bankruptcy in early 2012", Moody's Senior Analyst Mickey Chadha stated. "Although the closure of the company's Logistics Facilities in Woodbridge resulted in significant restructuring charges that negatively impacted net profits and credit metrics in 2011, the closure will result in meaningful cost savings going forward", Chadha further stated. The upgrade in rating of the senior secured notes to B1 from B2 was due to the increase in C&S's unsecured liabilities associated with multi-employer pension plans primarily resulting from the closure of the company's Woodbridge logistics facilities consistent with Moody's Loss Given Default Methodology. These ratings were affirmed: Corporate Family Rating at Ba3 Probability of Default Rating at Ba3 Following ratings were upgraded and point estimates changed: $300 million senior secured guaranteed notes due 2017 to B1 (LGD4, 67%) from B2 (LGD5, 87%) RATINGS RATIONALE C&S's Ba3 Corporate Family Rating continues to reflect the company's leading position in a highly fragmented industry, thin margins, high fixed cost structure, low funded debt, good liquidity, customer concentration and the growth opportunity resulting from the company's ES3 third party logistics solutions business. A material loss of revenue or negative impact on cash flow from serviced stores due to closures or divestitures or loss of any material customer could result in a downgrade. Quantitatively, ratings could be lowered if EBITA/interest is sustained below 1.5 times or debt/EBITDA remains above 4.75 times. A higher rating would likely require a more stable operating environment, a continuation of current business volumes, sustained EBITA/interest above 2.0 times, and sustained debt/EBITDA below 4.0 times. C&S Group Enterprises 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 C&S Group Enterprises LLC's core industry and believes C&S Group Enterprises 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. C&S Group Enterprises LLC, issuer of the rated debt, is a financing subsidiary of C&S Wholesale Grocers Inc. and four affiliated operating companies (which together comprise the "C&S Issuer Group"). C&S Wholesale Grocers is a distributor of groceries to food retailers in the U.S. Consolidated revenues of C&S Issuer Group are approximately $20 billion. CAGLE'S INC: $18MM DIP Loan from AgSouth Farm Gets Final Approval ----------------------------------------------------------------- The Hon. Joyce Bihary of the U.S. Bankruptcy Court for the Northern District of Georgia authorized, on a final basis Cagle's, Inc., and Cagle's Farms, Inc., to (i) incur postpetition secured superpriority indebtedness from AgSouth Farm Credit, ACA; and (ii) use the cash collateral. The lender made certain prepetition loans, advances and extended other credit totaling approximately $33.5 million as of Nov. 30, 2011. The lender asserts that the prepetition obligations are secured by a first priority lien on certain of the Debtors' accounts, inventory, real estate and equipment and other personal property assets and a second priority security interest in the Metlife Primary Collateral. The loan consists of a debtor-in-possession facility of revolving advances in an aggregate principal amount not to exceed $17,934,000. The Debtors would use of the proceeds of the DIP Facility for working capital purposes and for repayment of the emergency prepetition note obligations. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the lender replacement liens on all of the Debtors' personal property and all of the Debtors' real property and fixtures. The adequate protection liens will be junior only to: (a) prior permitted liens (including the liens of Metlife in the Metlife primary collateral); (b) the carve-out; (c) the dip liens in the collateral; and (d) the prepetition liens on the prepetition collateral. About Cagle's Cagle's Farms (NYSE: CGL.A) -- http://www.cagles.net/-- engages in the production, marketing, and distribution of fresh and frozen poultry products in the United States. Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed on Oct. 19, 2011, voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and 11-80203). Paul K. Ferdinands, Esq., at King & Spalding, in Atlanta, Georgia, serves as counsel. FTI Consulting, Inc., serves as the Debtors' financial advisors. Kurtzman Carson LLC serves as their claims, noticing, and balloting agent. Lazard Middle Market LLC as investment banker. Cagle's Inc. estimated assets of up to $100 million and debts of up to $50 million. Cagle's Farms estimated assets and debts of up to $50 million. The Official Committee of Unsecured Creditors is represented by McKenna Long & Aldridge LLP as local counsel, and Lowenstein Sandler's Bankruptcy and Creditors' Rights Group as counsel. J.H. Cohn LLP serves as its financial advisors. No trustee or examiner has been appointed in the Debtors' bankruptcy cases. CAGLE'S INC: Files Schedules of Assets and Liabilities ------------------------------------------------------ Cagle's Inc. filed with the Bankruptcy Court for the Northern District of Georgia its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $50,902,000 B. Personal Property $31,096,077 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $41,185,000 E. Creditors Holding Unsecured Priority Claims $3,868,930 F. Creditors Holding Unsecured Non-priority Claims $10,250,668 ----------- ----------- TOTAL $81,998,077 $55,304,599 About Cagle's Cagle's Farms (NYSE: CGL.A) -- http://www.cagles.net/-- engages in the production, marketing, and distribution of fresh and frozen poultry products in the United States. Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed on Oct. 19, 2011, voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and 11-80203). Paul K. Ferdinands, Esq., at King & Spalding, in Atlanta, Georgia, serves as counsel. FTI Consulting, Inc., serves as the Debtors' financial advisors. Kurtzman Carson LLC serves as their claims, noticing, and balloting agent. Cagle's Inc. estimated assets of up to $100 million and debts of up to $50 million. Cagle's Farms estimated assets and debts of up to $50 million. The Official Committee of Unsecured Creditors is represented by McKenna Long & Aldridge LLP as local counsel, and Lowenstein Sandler's Bankruptcy and Creditors' Rights Group as counsel. J.H. Cohn LLP serves as its financial advisors. No trustee or examiner has been appointed in the Debtors' bankruptcy cases. CANO PETROLEUM: Board Approves Common Stock Delisting on NYSE ------------------------------------------------------------- The board of directors of Cano Petroleum, Inc., on Dec. 20, 2011, approved and authorized Cano to take definitive action to cause the voluntary delisting of its common stock, par value $0.0001 per share, on NYSE Amex. That determination was based upon the inability of Cano to regain compliance with the Exchange's continued listing standards consistent with the plan it previously submitted to the Exchange and within the time frame allotted by the Staff of the Exchange. On Dec. 21, 2011, Cano notified the Exchange of its intention to file, on or about Jan. 3, 2012, a Form 25 with the Securities and Exchange Commission to voluntarily delist the Common Stock. Cano anticipates that the Form 25 will become effective 10 days after the date of filing and, accordingly, expects that the last day of trading the Common Stock on the Exchange will be on or about Jan. 13, 2012. Cano anticipates that following the delisting from the Exchange, the Common Stock will be quoted on the OTC Pink market, a centralized electronic quotation service for over-the-counter securities, so long as market makers demonstrate an interest in trading the Common Stock. Cano anticipates that its continued trading will be under a newly assigned trading symbol. Cano can provide no assurance that trading of the Common Stock will continue in the OTC Pink market or in any other forum. About Cano Petroleum Cano Petroleum, Inc., is an independent Texas-based energy producer with properties in the mid-continent region of the United States. Cano's primary focus is on increasing domestic production from proven fields using enhanced recovery methods. Cano trades on the NYSE Amex Stock Exchange under the ticker symbol CFW. The Company reported a net loss of $185.70 million on $26.12 million of total operating revenues for the year ended June 30, 2011, compared with a net loss of $11.54 million on $22.85 million of total operating revenues during the prior year. The Company's balance sheet at June 30, 2011, showed $65.43 million in total assets, $118.80 million in total liabilities, and a $53.36 million total stockholders' deficit. Hein & Associates LLP, in Dallas, Texas, noted that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning In the past, the Company's strategy had been to convert its estimated proved undeveloped reserves into proved producing reserves, improve operational efficiencies in its existing properties and acquire accretive proved producing assets suitable for secondary and enhanced oil recovery at low cost. Due to the Company's current financial constraints, including continued losses, defaults under the Company's loan agreements and the Company's Series D Preferred Stock, no available borrowing capacity, constrained cash flow, negative working capital, and limited to no other capital availability, the Company is reviewing strategic alternatives which include the sale of the Company, the sale of some or all of the Company's existing oil and gas properties and assets, potential business combinations, debt restructuring, including recapitalizing the Company, and bankruptcy. The Company continues to focus on cash management and cost reduction efforts to improve both its cash flow from operations and profitability. CAPITAL POWER: S&P Lowers Corporate Credit Rating to 'BB-' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered the long-term corporate credit rating on Capital Power Income L.P. (CPILP) and CPI Preferred Equity Ltd. (CPIPE) to 'BB-'. This action follows the completion of Atlantic Power Corp.'s acquisition of CPILP on Nov. 5, 2011. "After the completion of the acquisition, we assigned our corporate rating of 'BB-' to Atlantic Power. As CPILP and CPIPE are both wholly owned subsidiaries of Atlantic Power after the close of the transaction, their long-term corporate credit ratings now match those of their corporate parent," S&P said. "We arrive at the 'B-' global scale and 'P-4(low)' Canada scale ratings by notching a full category down from the corporate credit rating of 'BB-', as per our criteria. This represents the credit risk that preferred stock carries in that the dividend is at the discretion of the issuer and in bankruptcy proceedings preferred stock would represent a subordinated claim," S&P said. "The outlook on the ratings is stable. We could revise the ratings if availability or generation is lower than expected, or if operation and maintenance costs are higher. In addition, the ratings could come under pressure from potential lower revenues from projects with recontracting exposure, as they represent about 56% of generation. Improved recovery prospects or material improvements in the risk profiles of several assets could result in higher ratings," S&P said. CASCADE BANCORP: Taps BDO USA as Accountants -------------------------------------------- Cascade Bancorp engaged BDO USA, LLP, as its independent registered public accounting firm for fiscal year 2012. During the two preceding fiscal years and the interim period from Jan. 1, 2011, through Dec. 20, 2011, the Company did not consult with BDO USA, LLP, regarding either the application of accounting principles to a specified transaction, or the type of audit opinion that might be rendered on Company's financial statements, and did not consult with BDO USA, LLP, as to any matter that was either the subject of a disagreement or a reportable event. On Dec. 19, 2011, the Company amended its bylaws to increase the maximum number of authorized directors from eleven to twelve. About Cascade Bancorp Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its wholly-owned subsidiary, Bank of the Cascades, offers full-service community banking through 32 branches in Central Oregon, Southern Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho. Cascade Bancorp has no significant assets or operations other than the Bank. Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank of The Cascades. The rating company says that the institution currently demonstrates what it considers to be significant weaknesses and has also failed some of the basic tests it uses to identify fiscal stability. "Even in a favorable economic environment," Weiss says, "it is our opinion that depositors or creditors could incur significant risks." As of March 31, 2010, the bank's balance sheet showed $2.088 billion in assets. The Company reported a net loss of $13.65 million on $84.98 million of total interest and dividend income for the year ended Dec. 31, 2010, compared with a net loss of $114.83 million on $106.81 million of total interest and dividend income during the prior year. The Company also reported a net loss of $21.36 million on $52.18 million of total interest income for the nine months ended Sept. 30, 2011, compared with a net loss of $15.05 million on $65.60 million of total interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.39 billion in total assets, $1.23 billion in total liabilities, and $158.51 million in total stockholders' equity. CESAR RODRIGUEZ: Keeps Automatic Stay in Second Bankruptcy Case --------------------------------------------------------------- Bankruptcy Judge Letitia Z. Paul granted, in part, the Motion to Extend Automatic Stay filed by Cesar and Magdalena Rodriguez. The Rodriguezes first filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-30271) on Jan. 4, 2011, to stop a foreclosure of nonexempt real property that they owned. Banco Popular North America is the holder of promissory notes secured by real property owned by corporation entities in which the Debtors own 100% of the stock. The Debtors signed personal guarantees on the BPNA loans. BPNA holds security interests in the properties located at 3516 Fulton and 2836 Fulton, Houston, Texas. In Case No. 11-30271-H3-11, the Debtors intended to fund the plan with revenues generated from the operation of their restaurant business and from the sale of some of the business property. No plan was proposed because, due to the downturn in the economy, there was not enough revenue from the operation of their business and they were unable to obtain a buyer for some of the business property they proposed to sell. With the Debtors' agreement, the case was dismissed on Aug. 23, 2011, before confirmation. BPNA again scheduled foreclosure proceedings for Dec. 6, 2011, and on Dec. 5, 2011, the Debtors filed a second Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 11-40244). The Debtors seek continuation of the automatic stay as to all creditors. BPNA opposed. Cesar Rodriguez testified that since the dismissal of the first case, the Debtors have attempted to resolve their financial problems by deciding to sell all of their property, including their homestead, one of their restaurants, and the real property used for their restaurant business. The proceeds from these sales will be used to fund their plan. The Debtors' schedules reflect that the value of the homestead and business properties is over $3.59 million and that Debtors have $2.3 million in liabilities -- $2.06 million in secured debt, $115,000 is owed to the IRS and unsecured creditors are owed $127,000. The Debtors have entered into Listing Agreements for the sale of their homestead and the two properties located on Fulton. The listing prices total $4.195 million and after the payment of the sales' commission, over $4.1 million would be available to fund the plan. The Debtors collect $6,000 per month in rental income from one of the restaurants and propose to pay this amount to BPNA as adequate protection payments. All properties are insured. In a Dec. 21, 2011 Memorandum Opinion, Judge Paul granted the Debtor's request and extended the automatic stay as to all creditors except BPNA. As to BPNA the stay is extended for a period of one year, conditioned on the Debtors' paying $6,000 per month to BPNA during the course of the chapter 11 case, until a plan is confirmed or BPNA is paid in full. Judge Paul explained that the preponderance of the evidence supports the Debtors' contention that the second case will be concluded with a confirmed plan that will be fully performed. The Debtors have met their burden of proof and the presumption that the case was not filed in good faith has been rebutted. A copy of Judge Paul's decision is available at http://is.gd/r3sGEFfrom Leagle.com. CHARLES BRELAND: IRS Fails in Bid to Amend Priority Claim --------------------------------------------------------- Chief Bankruptcy Judge Margaret A. Mahoney denied the request of the Internal Revenue Service to amend its priority claim in Charles Breland's bankruptcy case. The Court, however, preserved the IRS's right to amend its general unsecured claim, and granted the agency's motion to compel production of documents on a limited basis. The IRS objected to confirmation of Mr. Breland's Plan, but withdrew its objection when the debtor agreed to a Consent Order that dealt with issues between the parties that were not covered by the plan. The IRS asserted that Mr. Breland owed it $2,020,697 -- $671,318 was for unsecured priority claims for income taxes from 2004-2009; and $1,349,378 was a general unsecured claim for "penalty to date of petition on unsecured priority claims" for the failure of Mr. Breland to file his tax returns on a timely basis. Judge Mahoney's order provides that any remaining discovery issues under the motion to compel are set for hearing on Jan. 31, 2012, at 8:30 a.m. in Courtroom 2, U.S. Bankruptcy Court, 201 St. Louis Street, Mobile, Alabama. A copy of the Court's Dec. 20 Order is available at http://is.gd/hKSF73from Leagle.com. Charles Breland filed a chapter 11 bankruptcy case (Bankr. S.D. Ala. Case No. 09-11139) on March 11, 2009. He is represented by Robin B. Cheatham, Esq. -- robin.cheatham@arlaw.com -- at Adams and Reese. Mr. Breland confirmed a plan on Dec. 10, 2010. The plan was substantially consummated on Dec. 27, 2010. CIT GROUP: To Redeem Additional $2 Billion of Series A Notes ------------------------------------------------------------ CIT Group Inc. said will redeem an additional $2 billion of 7% Series A Second Lien Notes, including the $1.6 billion remaining balance of its Notes maturing in 2015 and roughly $400 million of its Notes maturing in 2016. Following this redemption, roughly $1.5 billion principal amount of the Notes maturing in 2016 and roughly $2.9 billion principal amount of the Notes maturing in 2017 will remain outstanding. CIT also said that in the fourth quarter it utilized existing secured borrowing facilities to fund a portion of its railcar, commercial aircraft and student lending portfolios. The student loans were primarily sourced from a 2003 student lending securitization, Education Funding Capital Trust-II, with a remaining balance of $500 million that the company redeemed at par on Dec. 20, 2011. "These actions highlight our continued progress lowering our funding costs and positioning CIT for the future," said John A. Thain, Chairman and Chief Executive Officer. "As we advance our strategic roadmap we will continue to provide much needed working capital to the small business and middle market sectors." Including the Series A redemptions, CIT will have eliminated or refinanced over $17 billion of first lien and second lien debt since the beginning of 2010, including $7.5 billion of first lien debt, roughly $7.8 billion of Series A Notes and its entire $2.1 billion of Series B Notes. The Company has provided a redemption notice for the Series A Notes to the trustee and intends to complete the Series A redemption on Jan. 23, 2012. As provided under the terms of the Series A Notes, the notes will be redeemed at par and will be redeemed on a pro-rata basis among all of the 2015 and 2016 Series A Notes. About CIT Group Founded in 1908, CIT Group (NYSE: CIT) -- http://www.cit.com/ -- is a bank holding company with more than $34 billion in financing and leasing assets. A member of the Fortune 500, it provides financing and leasing capital to its more than one million small business and middle market clients and their customers across more than 30 industries. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-16565) on Nov. 1, 2009, with a prepackaged Chapter 11 plan of reorganization. Evercore Partners, Morgan Stanley and FTI Consulting served as the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel in connection with the restructuring plan. Sullivan & Cromwell served as legal advisor to CIT's Board of Directors. The Court validated the vote of CIT's impaired classes of creditors and confirmed the Plan on Dec. 8, 2009. The Plan provided for the conversion to equity or reinstatement of seven classes of debt issued primarily in the form of notes and debentures; one class of unsecured notes was exchanged for new debt. General unsecured creditors, including holders of claims arising from the rejection of executory contracts, were paid in full and deemed unimpaired. Holders of preferred and common stock, as well as subordinated claims, received no recovery. CIT emerged from bankruptcy protection on Dec. 11, 2009. * * * In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s Corporate Family Rating to 'B2' from 'B3'. The rating outlook is stable. The upgrade reflects the progress CIT has made addressing its most immediate organizational, operational, and financial challenges subsequent to its bankruptcy reorganization in December 2009. Moody's, however, notes that CIT's weak margins and uncertainty regarding the pace and adequacy of future margin improvements are constraints on the firm's ratings. As reported by the Troubled Company Reporter on Aug. 7, 2011, Dominion Bond Rating Service affirmed CIT's ratings, including its Issuer Rating of B (high), unchanged following the Company's second quarter 2011 financial results. CIT GROUP: Bankruptcy Judge Rules Against Firm in Tyco Dispute -------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge has ruled against commercial lender CIT Group Inc. in a tax dispute with former parent Tyco International Ltd. As reported in Troubled Company Reporter on Nov. 9, 2011, Richard Vanderford at Bankruptcy Law360 reports that reorganized CIT Group Inc. asked a New York bankruptcy judge to kill a lawsuit its former parent, Tyco International Ltd., brought over a $794 million tax agreement, saying the suit seeks an unfair payday. Tyco's lawsuit, filed in June, aims to recover cash linked to a tax agreement it entered into with CIT immediately before it sold its stake in the lender in a 2002 initial public offering, according to Law360. About CIT Group Founded in 1908, CIT Group (NYSE: CIT) -- http://www.cit.com/ -- is a bank holding company with more than $34 billion in financing and leasing assets. A member of the Fortune 500, it provides financing and leasing capital to its more than one million small business and middle market clients and their customers across more than 30 industries. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-16565) on Nov. 1, 2009, with a prepackaged Chapter 11 plan of reorganization. Evercore Partners, Morgan Stanley and FTI Consulting served as the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel in connection with the restructuring plan. Sullivan & Cromwell served as legal advisor to CIT's Board of Directors. The Court validated the vote of CIT's impaired classes of creditors and confirmed the Plan on Dec. 8, 2009. The Plan provided for the conversion to equity or reinstatement of seven classes of debt issued primarily in the form of notes and debentures; one class of unsecured notes was exchanged for new debt. General unsecured creditors, including holders of claims arising from the rejection of executory contracts, were paid in full and deemed unimpaired. Holders of preferred and common stock, as well as subordinated claims, received no recovery. CIT emerged from bankruptcy protection on Dec. 11, 2009. * * * In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s Corporate Family Rating to 'B2' from 'B3'. The rating outlook is stable. The upgrade reflects the progress CIT has made addressing its most immediate organizational, operational, and financial challenges subsequent to its bankruptcy reorganization in December 2009. Moody's, however, notes that CIT's weak margins and uncertainty regarding the pace and adequacy of future margin improvements are constraints on the firm's ratings. As reported by the Troubled Company Reporter on Aug. 7, 2011, Dominion Bond Rating Service affirmed CIT's ratings, including its Issuer Rating of B (high), unchanged following the Company's second quarter 2011 financial results. COACH AMERICA: S&P Puts 'B-' Corp. Credit Rating on Watch Neg. -------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Dallas, Texas-based Coach America Holdings Inc., including the 'B-' corporate credit rating, on CreditWatch with negative implications. "The CreditWatch listing reflects our concern that Coach America's financial risk profile could deteriorate further because of earnings pressures, constrained liquidity, or limited financial covenant headroom," said Standard & Poor's credit analyst Lisa Jenkins. In the past, the company's sponsor Fenway Partners has provided it funding. However, the prospect for future contributions is unclear at this time. Coach is the largest charter bus operator and the second-largest motorcoach services provider in the U.S. The company operates buses under the Coach USA brand name as well as the Gray Line and American Coach Lines brand names. Coach maintains the leading position in most of the markets in which it competes but faces competition from many smaller, local players. COMSTOCK MINING: Mark Jewett Elected as Chief Accounting Officer ---------------------------------------------------------------- Comstock Mining Inc. announced the appointment of Mr. Mark A. Jewett as Chief Accounting Officer and Mr. Judd B. Merrill as Controller. Mark has strong financial accounting, regulatory, internal control and SEC reporting experience, having worked as Chief Financial Officer, Chief Accounting Officer and Controller of various publicly listed companies. Among other responsibilities, he will have primary responsibility over implementing financial management work processes and related internal controls for a full production environment. Mark also worked for Arthur Anderson & Company and holds a Bachelor of Science in Accounting and Computer Science from Milligan College and a Masters of Accountancy from East Tennessee State University. He is a Certified Public Accountant and a Certified Internal Auditor. Judd also brings strong financial accounting and internal control experience, having most recently worked as Assistant Controller at Newmont Mining Corp. and Controller of Fronteer Gold Inc., both in Nevada. Prior thereto, Judd also worked for Meridian Gold Company and Deloitte & Touche LLP. He holds a Bachelor of Science in Accounting from Central Washington University and a Masters of Business Administration from the University of Nevada, Reno and is a Certified Public Accountant. "Both Mark and Judd are accomplished financial managers that provide us with an excellent combination of strong public accounting and reporting expertise and deep mining experience," said Corrado DeGasperis, CEO of Comstock Mining. "They will enhance our commitment to transparent, timely and effective reporting, especially as we commence production activities on the Comstock. I would also like to thank Robert Faber for his inexhaustible contributions to the Company during his tenure as our Chief Accounting Officer." About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. The Company reported a net loss of $60.32 million for the year ended Dec. 31, 2010, compared with a net loss of $6.06 million during the prior year. The Company had no revenues from operations for the years ended Dec. 31, 2010 and 2009. The Company reported a net loss of $9.10 million on $299,246 of hotel revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $26.63 million on $0 of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $26.57 million in total assets, $10.01 million in total liabilities and $16.55 million in total stockholders' equity. CONVERSION SERVICES: Lori Cohen Resigns from Board of Directors --------------------------------------------------------------- Conversion Services International, Inc., received a resignation letter, dated Dec. 11, 2011, from Lori Cohen that effective immediately, she resigns from the board of directors. Ms. Cohen's resignation was due to, among other things, the Company's alleged: -- breach of Ms. Cohen's employment agreement and subsequent failure to make any good faith effort to remedy the breach, now forcing Ms. Cohen to resort to filing a lawsuit in the near future; -- failure to pay Ms. Cohen all compensation due and owing to her, including accrued vacation time and bonuses, under her employment agreement; and -- failure to pay Ms. Cohen all compensation due and owing to her in violation of New Jersey's Wage Payment Law. About Conversion Services Int'l Conversion Services International, Inc., and its wholly owned subsidiaries are principally engaged in the information technology services industry in these areas: strategic consulting, business intelligence/data warehousing and data management to its customers principally located in the northeastern United States. CSI was formerly known as LCS Group, Inc. In January 2004, CSI merged with and into a wholly owned subsidiary of LCS. In connection with this transaction, among other things, LCS changed its name to "Conversion Services International, Inc." Friedman LLP expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial reports for 2009 and 2010. The accounting firm noted that the Company has incurred recurring operating losses, negative cash flows, is not in compliance with a covenant associated with its Line of Credit, maturing on March 31, 2011 and has significant future cash flow commitments. The Company reported a net loss of $733,505 on $11.31 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $796,124 on $13.41 million of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $3.15 million in total assets, $6.96 million in total liabilities, and a $3.81 million total stockholders' deficit. CRAWFORD AND COMPANY: Moody's Withdraws B1 Corp. Family Rating -------------------------------------------------------------- Moody's Investors Service has withdrawn the B1 corporate family and credit facility ratings on Crawford and Company, following the repayment of all borrowings under the credit facility, which has been terminated. The principal methodology used in this rating was Moody's Global Rating Methodology for Insurance Brokers & Service Companies, published in January 2008. Crawford and Company (NYSE: CRDA and CRDB) is a claims management service company headquartered in Atlanta, Georgia. For the nine months ended September 2011, Crawford reported total revenue of $860 million and net income of $41 million. Shareholders' equity as of September 30, 2011 was $144 million. CRYSTALLEX INTERNATIONAL: Informed of TSX Delisting --------------------------------------------------- Crystallex International Corporation has received a letter from the Toronto Stock Exchange stating that following the Dec. 5, 2011, Review, the Exchange determined that the Company does not meet the Original Listing Requirements and plans to delist the Company's shares effective at the close of market on Jan. 6, 2012. Management is evaluating alternative exchange listing options. Crystallex shares will continue to trade in the US on the OTCQB market. About Crystallex International Based in Toronto, Canada, Crystallex International Corporation (TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a Canadian-based company, which has been granted the Mine Operating Contract to develop and operate the Las Cristinas gold properties located in Bolivar State, Venezuela. The Company also reported a net loss and comprehensive loss of US$33.71 million for the nine months ended Sept. 30, 2011, compared with a net loss and comprehensive loss of US$27.66 million for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed US$19.77 million in total assets, US$115.07 million in total liabilities and a US$95.29 million total shareholders' deficiency. As at Sept. 30, 2011, the Company had negative working capital of $92.6 million, including cash and cash equivalents of $7.6 million. Most of this working capital amount is the obligation to repay the Noteholders the principal amount of the $100 million notes payable due on Dec. 23, 2011. Management estimates that its existing cash and cash equivalents and expected proceeds from additional equipment sales will be sufficient to meet its on-going requirements through 2012 assuming either a settlement or refinancing of the notes; however, without receipt of additional sources of financing, will not be sufficient to pay the notes. The unilateral cancellation of the MOC by CVG and the subsequent arbitration claim may impact on the Company's ability to raise financing. These material uncertainties raise substantial doubt as to the ability of the Company to meet its obligations as they come due and, accordingly, as to the ultimate appropriateness of the use of accounting principles applicable to a going concern. D&G PROPERTIES: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: D&G Properties, Inc. 3121 Lyle Drive Iowa City, IA 52240-9505 Bankruptcy Case No.: 11-04765 Chapter 11 Petition Date: December 16, 2011 Court: U.S. Bankruptcy Court Southern District of Iowa (Davenport) Judge: Lee M. Jackwig Debtor's Counsel: Dale G. Haake, Esq. KATZ, HUNTOON & FIEWEGER, P.C. 1000 36th Avenue P.O. Box 950 Moline, IL 61266-0950 Tel: (309) 797-3000 Fax: (309) 797-3330 E-mail: dhaake@katzlawfirm.com Scheduled Assets: $1,143,000 Scheduled Liabilities: $937,530 The Company's list of its 11 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/iasb11-04765.pdf The petition was signed by David A. Landau, president. DELTA PETROLEUM: Wins Court OK to Tap $57.5MM Whitebox Loan ----------------------------------------------------------- The Bankruptcy Court will hold a final hearing on Jan. 11, 2012, to consider the request of Delta Petroleum Corporation to incur postpetition DIP financing. The Debtors have obtained financing commitment of up to $57,500,000 in term loans from Whitebox Advisors LLC as agent under the DIP facility. The Debtors will use a portion of the facility to refinance $38,500,000 owed under their prepetition revolving and term loan facility with Macquarie Bank Limited, which acquired interest in the prepetition loan from JPMorgan Chase Bank, N.A. The rest will be used to fund working capital needs while in bankruptcy. At a hearing on Dec. 21, the Debtors won interim authority to tap $44,022,749 from the facility, of which up to $38,500,000 would immediately be available to refinance the Pre-Petition Credit Facility. The DIP loan carries interest at a rate equal to 13% per annum payable in cash plus 6% per annum of PIK interest that will be capitalized monthly. The PIK Interest is in lieu of an upfront cash commitment fee and cash exit fee. The default interest rate is equal to the then applicable rate plus 2%. The DIP Agent shall be paid an administrative agent fee of $85,000 at the time of the First Advance. The DIP loan matures on the earlier of: (i) June 30, 2012; and (ii) the date the DIP Obligations are accelerated upon an Event of Default or otherwise. The DIP facility requires the Debtors to meet these milestones: March 31, 2012 Letter of intent or similar agreement with respect to the sale of substantially all of the assets of the Borrower to be delivered to Administrative Agent. April 30, 2012 Asset Purchase Agreement to be executed and delivered to Administrative Agent. At the Interim DIP hearing, the Debtors were able to resolve an objection lodged by Zell Credit Opportunities Master Fund LP, which assert a superpriority administrative expense under Sections 503(b)(1) and Sections 364 of the Bankruptcy Code. ZCOF had offered to provide $5,500,000 in DIP financing on an interim basis. The Interim DIP Order directs the Debtors to reimburse ZCOF during the period beginning Dec. 16 through and including the closing date of the Whitebox DIP facility for ZCOF's reasonable fees and expenses incurred up to a cap on fees of $115,000. Zell Credit Opportunities Master Fund, L.P. is represented by: Anthony W. Clark, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 Tel: (302) 651-3000 E-mail: anthony.clark@skadden.com - and - Ron E. Meisler, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 North Wacker Drive Chicago, IL 60606 Tel: (312) 407-0700 E-mail: ron.meisler@skadden.com The Debtors also requested permission from the Court to use cash collateral securing their prepetition obligations to Macquarie in order to fund operations pending interim approval of the DIP loan. To protect Macquarie's interest in the Prepetition Collateral, the Debtors propose that MBL be granted adequate protection in the form of (a) monthly adequate protection payments commencing on Jan. 1, 2012, (b) a replacement lien and security interest in the Debtors' post-petition property and assets with the same description, validity, extent and priority as the pre-petition Liens and security interests held by Macquarie to the extent of any diminution in value of its interests in the Prepetition Collateral resulting from the use, sale or lease of the Cash Collateral, (c) payment by the Debtors of the reasonable fees and expenses of the professionals retained by Macquarie. About Delta Petroleum Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil and gas company engaged primarily in the exploration for, and the acquisition, development, production, and sale of, natural gas and crude oil. Natural gas comprises over 90% of Delta's production services. The core area of its operations is the Rocky Mountain Region of the United States, where the majority of the proved reserves, production and long-term growth prospects are located. Delta and seven of its subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013, inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31, 2012 scheduled maturity of its $38.5 million secured credit facility with Macquarie Bank Limited and after several months of unsuccessful attempts to sell the business. Delta listed $375,498,248 in assets and $310,679,157 in liabilities, which also include $152,187,500 in outstanding obligations on account of the 7% senior unsecured notes issued in March 2005 with US Bank National Association indenture trustee; and $115,527,083 in outstanding obligations on account of 3-3/4% Senior Convertible Notes due 2037 issued in April 2007. W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A. Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard & Reed LLP, in New York, N.Y., represent the Debtors as counsel. Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del., represent the Debtors as co-counsel. Conway Mackenzie is the Debtors's restructuring advisor. The Debtors selected Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The petition was signed by Carl E. Lakey, chief executive officer and president. DELTATHREE INC: Receives Add'l $50,000 from D4 Holdings ------------------------------------------------------- Each of deltathree, Inc., Delta Three Israel, Ltd., and DME Solutions, Inc., entered into the Fourth Loan and Security Agreement with D4 Holdings, LLC, on Sept. 12, 2011, pursuant to which D4 Holdings provided to the Deltathree Entities a line of credit in a principal amount of $300,000. On Dec. 15, 2011, deltathree, Inc., received $50,000 from D4 Holdings pursuant to a notice of borrowing under the Loan Agreement. About deltathree Based in New York, deltathree, Inc. (OTC QB: DDDC) -- http://www.deltathree.com/-- is a global provider of video and voice over Internet Protocol (VoIP) telephony services, products, hosted solutions and infrastructures for service providers, resellers and direct consumers. The Company reported a net loss of $2.5 million on $14.2 million of revenue for 2010, compared with a net loss of $3.2 million on $19.0 million of revenue for 2009. The Company also reported a net loss of $2.46 million on $8.20 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $2.01 million on $9.98 million of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.63 million in total assets, $5.47 million in total liabilities and a $3.84 million total stockholders' deficiency. As reported in the TCR on March 23, 2011, Brightman Almagor Zohar & Co., in Tel Aviv, Israel, expressed substantial doubt about deltathree, Inc.'s ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that of the Company's recurring losses from operations and deficiency in stockholders' equity. Bankruptcy Warning In view of the Company's current cash resources, nondiscretionary expenses, debt and near term debt service obligations, the Company may begin to explore all strategic alternatives available to it, including, but not limited to, a sale or merger of the Company, a sale of its assets, recapitalization, partnership, debt or equity financing, voluntary deregistration of its securities, financial reorganization, liquidation or ceasing operations. In the event that it is unable to secure additional funding, the Company may determine that it is in its best interests to voluntarily seek relief under Chapter 11 of the U.S. Bankruptcy Code. Seeking relief under the U.S. Bankruptcy Code, even if the Company is able to emerge quickly from Chapter 11 protection, could have a material adverse effect on the relationships between the Company and its existing and potential customers, employees, and others. Further, if the Company was unable to implement a successful plan of reorganization, the Company might be forced to liquidate under Chapter 7 of the U.S. Bankruptcy Code. DESERT GARDENS: Has Access to US Bank's Cash Until Jan. 31 ---------------------------------------------------------- The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the District of Arizona authorized Desert Gardens IV, LLC, to use the cash collateral of US Bank National Association until Jan. 31, 2012. US Bank serves as trustee, successor in interest to Bank of America, National Association, as trustee, successor by merger to LaSalle Bank National Association, as trustee, for the registered holders of 10 Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 11 Series 2007- PWR15. All security deposits made by any tenants of the Debtor at the property -- a certain real property located at 13517 and 13621 West Glendale Avenue, Glendale, Arizona, together with all easements, rights, privileges, structures, improvements, leases, rents, furniture, fixtures, and other personal property pertaining to or affixed there -- postpetition will comprise cash collateral. The Court ordered that there will be no capital expenditures from cash collateral except to make necessary repairs and refurbishment on turnover of a unit, without the prior written consent of lender or subsequent court order. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant US Bank replacement liens, superpriority administrative expense claim status, subject to carve out on certain fees. Beginning in December 2011, on the 15th day of each month, the Debtor will pay to lender adequate protection payments of $80,000, plus the amount of any residual net operating income for the prior month (on a cash accounting basis) after payment of expenses. A full-text copy of the approved budget is available for free at http://bankrupt.com/misc/DESERTGARDENS_CC_stipulatedorder.pdf US Bank is represented by: Richard M. Lorenzen, Esq. PERKINS COIE LLP 2901 N. Central Avenue, Suite 2000 Phoenix, AZ 85012-2788 Tel: (602) 351-8000 Fax: (602) 648-7000 E-mail: RLorenzen@perkinscoie.com About Desert Gardens IV Desert Gardens IV LLC, owner of a 532-unit Desert Gardens apartments in Glendale, Arizona, filed for Chapter 11 protection to halt foreclosure that was set for Nov. 14. The project has two 31-story towers, one built in 1983 and the other in 2003. U.S. Bank, the secured lender, is owed $26.3 million. The property is estimated to be worth $16 million. Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 11-31061) on Nov. 4, 2011, in Phoenix. Jennings, Strouss & Salmon, P.L.C., serves as the Debtor's counsel. Sierra Consulting Group, LLC, is the financial advisor. The Debtor disclosed $16,138,707 in assets and $27,141,725 in liabilities in its schedules. EDIETS.COM INC: T. Hoyer Resigns as Chief Financial Officer ----------------------------------------------------------- Thomas Hoyer notified eDiets.com, Inc., of his resignation as the Company's Chief Financial Officer and corporate secretary. Under the terms of the Company's employment agreement with Mr. Hoyer, the effective date of Mr. Hoyer's resignation is March 19, 2012. About eDiets eDiets.com, Inc. is a leading provider of personalized nutrition, fitness and weight-loss programs. eDiets currently features its award-winning, fresh-prepared diet meal delivery service as one of the more than 20 popular diet plans sold directly to members on its flagship site, http://www.eDiets.com eDiets.com reported a net loss of $43.3 million on $23.4 million of revenues for 2010, compared with a net loss of $12.1 million on $18.1 million of revenues for 2009. The Company also reported a net loss of $2.73 million on $17.42 million of total revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $42.01 million on $16.46 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $3.96 million in total assets, $4.27 million in total liabilities, and a $314,000 total stockholders' deficit. Ernst & Young LLP, in Boca Raton, Florida, expressed substantial doubt about eDiets.com's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. The Company said that in light of the results of its operations, management has and intends to continue to evaluate various possibilities, including raising additional capital through the issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt, selling one or more lines of business, or all or a portion of the Company's assets, entering into a business combination, reducing or eliminating operations, liquidating assets, or seeking relief through a filing under the U.S. Bankruptcy Code. EDISON MISSION: Closes $242MM Financing for Wind Energy Projects ---------------------------------------------------------------- Edison Mission Energy, a subsidiary of Edison Mission Group, has closed a $242 million financing for a portfolio of three contracted wind energy projects in two states representing 204 megawatts of generation capacity. The transaction was priced at 250 basis points over LIBOR with step-ups through maturity for the 10-year term loan. The wind projects in the portfolio include two sites operating in Oklahoma, the Taloga project, commissioned earlier this year with a gross generating capacity of 130 MW and the Buffalo Bear project, commissioned in 2008 with a gross generating capacity of 19 MW. The third site in the portfolio is the Pinnacle project nearing completion of construction in West Virginia, which will have a gross operating capacity of 55 MW when operational. The projects sell electricity generated to utilities and public agency customers under long-term power purchase agreements. The financing package consists of a 10-year $214 million fully amortizing term loan facility, and 10-year letter of credit and working capital facilities totaling $28 million. Approximately $96 million of the credit facilities related to the Pinnacle project will be available when the project achieves certain completion milestones. EME expects construction to be completed and the requirements to be satisfied in the first quarter of 2012. Funding available from the term loan facility when drawn will be distributed to EME for general corporate purposes, net of transaction costs. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or leased interests in 39 operating projects with an aggregate net physical capacity of 10,979 MW of which EME's pro rata share was 9,852 MW. At Dec. 31, 2010, EME's subsidiaries and affiliates also owned four wind projects under construction totaling 480 MW of net generating capacity. The Company's balance sheet at Sept. 30, 2011, showed $9.60 billion in total assets, $6.86 billion in total liabilities and $2.73 million total equity. * * * Credit ratings for EME, Midwest Generation and EMMT as of June 30, 2011, were as follows: Moody's Rating S&P Rating Fitch Rating EME Caa1 B- CCC (Senior Unsecured) Midwest Generation Ba3 B+ BB- (First priority senior secured) EMMT Not Rated B- Not Rated EMMIS COMMUNICATIONS: Kevan Fight Owns 57,750 Preferred Shares -------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Kevan A. Fight disclosed that, as of Dec. 12, 2011, he beneficially owns 57,750 shares of 6.25% Series A convertible preferred stock and 140,910 shares of Class A common stock representing 2.21% and .42% of the shares outstanding, respectively. A full-text copy of the filing is available for free at http://is.gd/7RcACy About Emmis Communications Headquartered in Indianapolis, Indiana, Emmis Communications Corporation -- http://www.emmis.com/-- owns and operates 22 radio stations serving New York, Los Angeles, Chicago, St. Louis, Austin, Indianapolis, and Terre Haute, as well as national radio networks in Slovakia and Bulgaria. The company also publishes six regional and two specialty magazines. The Company reported a consolidated net loss of $11.54 million on $251.31 million of net revenues for the year ended Feb. 28, 2011, compared with a consolidated net loss of $118.49 million on $242.56 million of net revenues during the prior year. The Company also reported a net loss attributable to common shareholders of $13.14 million on $125.76 million of net revenues for the six months ended Aug. 31, 2011, compared with a net loss attributable to common shareholders of $6.24 million on $126.91 million of net revenues for the same period a year ago. The Company's balance sheet at Aug. 31, 2011, showed $471.19 million in total assets, $479.49 million in total liabilities, $140.45 million in Series A cumulative convertible preferred stock, and a $148.75 million total deficit. * * * In November 2010, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating and 'Caa3' Probability of Default rating for Emmis Communications Corporation, as well as its SGL-4 speculative grade liquidity rating. Operating performance improved with the economic recovery, but absent debt reduction with proceeds from an asset sale or equity infusion Emmis will likely breach its leverage covenant when the covenant suspension period ends for the quarter ending November 30, 2011, in Moody's opinion. Emmis' CFR and PDR incorporate expectations for a covenant breach in November 2011. Moody's considers the Company's capital structure unsustainable, and its operations in the cyclical advertising business magnify this challenge. Furthermore, Emmis relies on two markets, Los Angeles and New York, for approximately 50% of its revenue, although its ownership of stations in top markets including Chicago as well as NY and LA, support the rating. The negative outlook incorporates Moody's expectations that Emmis will not comply with its maximum leverage covenant when effective for the quarter ending Nov. 30, 2011. EMMIS COMMUNICATIONS: Corre Holds 6.2% of Preferred Shares ---------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Corre Opportunities Fund, LP, and its affiliates disclosed that, as of Dec. 12, 2011, they beneficially own 163,090 shares of 6.25% Series A cumulative convertible preferred stock and 397,939 shares of Class A common stock representing 6.24% and 1.17% of the shares outstanding, respectively. A full-text copy of the filing is available for free at http://is.gd/KJ281w About Emmis Communications Headquartered in Indianapolis, Indiana, Emmis Communications Corporation -- http://www.emmis.com/-- owns and operates 22 radio stations serving New York, Los Angeles, Chicago, St. Louis, Austin, Indianapolis, and Terre Haute, as well as national radio networks in Slovakia and Bulgaria. The company also publishes six regional and two specialty magazines. The Company reported a consolidated net loss of $11.54 million on $251.31 million of net revenues for the year ended Feb. 28, 2011, compared with a consolidated net loss of $118.49 million on $242.56 million of net revenues during the prior year. The Company also reported a net loss attributable to common shareholders of $13.14 million on $125.76 million of net revenues for the six months ended Aug. 31, 2011, compared with a net loss attributable to common shareholders of $6.24 million on $126.91 million of net revenues for the same period a year ago. The Company's balance sheet at Aug. 31, 2011, showed $471.19 million in total assets, $479.49 million in total liabilities, $140.45 million in Series A cumulative convertible preferred stock, and a $148.75 million total deficit. * * * In November 2010, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating and 'Caa3' Probability of Default rating for Emmis Communications Corporation, as well as its SGL-4 speculative grade liquidity rating. Operating performance improved with the economic recovery, but absent debt reduction with proceeds from an asset sale or equity infusion Emmis will likely breach its leverage covenant when the covenant suspension period ends for the quarter ending November 30, 2011, in Moody's opinion. Emmis' CFR and PDR incorporate expectations for a covenant breach in November 2011. Moody's considers the Company's capital structure unsustainable, and its operations in the cyclical advertising business magnify this challenge. Furthermore, Emmis relies on two markets, Los Angeles and New York, for approximately 50% of its revenue, although its ownership of stations in top markets including Chicago as well as NY and LA, support the rating. The negative outlook incorporates Moody's expectations that Emmis will not comply with its maximum leverage covenant when effective for the quarter ending Nov. 30, 2011. ETHAN ALLEN: S&P Affirms 'B+' Corporate Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Danbury, Conn.-based Ethan Allen Interiors Inc. to stable from negative. "We also affirmed our 'B+' corporate credit rating on the company. At the same time, we raised our rating on the company's senior unsecured debt to 'BB-' from 'B+', and revised the recovery rating to '2' from '3'. The '2' recovery rating reflects our expectation for a substantial (70% to 90%) recovery in the event of a payment default," S&P said. "The corporate credit rating affirmation and outlook revision reflect our belief that Ethan Allen will further improve its operating performance and credit measures as its business continues to recover from the economic downturn," said Standard & Poor's credit analyst Rick Joy. "Credit protection measures have shown substantial improvement in recent quarters, reflecting improved profitability and debt reduction." "For the 12 months ended Sept. 30, 2011, we estimate the ratio of total lease-adjusted debt to EBITDA improved to about 4.1x, from 8.4x in the previous-year period, while funds from operations to adjusted debt improved to 24.7% from 16.1%. We believe credit measures are close to indicative ratios for an 'aggressive' financial risk profile (as our criteria define the term) and will continue to see near-term improvement, as the economy and consumer spending environment continues to recover. The raising of the senior unsecured debt ratings reflects our estimate of increased recovery on these notes given the company's improved EBITDA and repayment of a portion of these notes through open market purchases," S&P said. "The ratings on Ethan Allen reflect our opinion of the company's 'aggressive' financial risk profile and a 'weak' business risk profile. Key credit factors considered in our assessment include the company's good brand awareness, strong retail distribution network, exposure to the highly competitive residential furnishings industry, and vulnerability to reduced discretionary spending in an economic downturn. However, we believe the potential for another downturn in the economy and further weakness in the housing market remains a risk to further operating performance improvement," S&P said. "We expect Ethan Allen to further improve operating performance and credit measures as its business continues to recover, and sustain adjusted leverage at 5x or below. We could consider a higher rating if operating performance continues to improve such that the company is able to strengthen credit measures to levels commensurate with a "significant" financial risk profile, including achieving and sustaining adjusted leverage well below 4x. We estimate that the company could achieve adjusted leverage well below 4x by the end of fiscal 2012 (June) in a scenario where sales increase by more than 8% and EBITDA margins improve by more than 200 basis points over the prior year. We could lower the ratings if operating performance weakens such that adjusted leverage exceeds 5.5x," S&P said. FARM TO FAMILY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Farm to Family Naturally, L.L.C. dba Sappington Farmers Market 8400 Watson Road Saint Louis, MO 63119 Bankruptcy Case No.: 11-53018 Chapter 11 Petition Date: December 16, 2011 Court: U.S. Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Kathy A. Surratt-States Debtor's Counsel: Spencer P. Desai, Esq. DESAI EGGMANN MASON LLC Pierre Laclede Center 7733 Forsyth Boulevard, Suite 2075 St. Louis, MO 63105 Tel: (314) 881-0800 Fax: (314) 881-0820 E-mail: sdesai@demlawllc.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Nancy Smith, secretary. FIBERTECH NETWORKS: S&P Affirms 'B' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit and other ratings on Rochester, N.Y.-based Fibertech Networks LLC and revised the rating outlook to positive from stable. "At the same time, we revised our recovery ratings on the company's senior secured debt to '3' from '4'. The '3' recovery rating indicates our expectation for meaningful (50% to 70%) recovery in a payment default. The issue-level ratings on this debt remain at 'B'," S&P said. "The revised recovery rating is due to a reassessment of our valuation multiple to 5x a distressed level of EBITDA from 3x given the company's 100% ownership of its fiber assets, which we believe would provide greater value retention characteristics in a default scenario versus a leased network," S&P said. "The outlook revision reflects the company's strong revenue and EBITDA growth through the first nine months of 2011, which exceeded our expectations," said Standard & Poor's credit analyst Gregg Lemos-Stein, "mainly due to the addition of several large fiber-to-the-tower contracts with wireless carriers." "We consider these growth rates sustainable for the next few quarters and now expect debt to EBITDA, including our minimal adjustments for operating leases, to decline below 4x by the end of 2011 with the potential for further deleveraging in 2012 caused by EBITDA growth. As a result, we now believe there is a one-third or greater possibility of an upgrade of the company within the next year." "Our ratings assume that Fibertech's revenues and EBITDA will each increase by more than 20% on a year-over-year basis for full-year 2011, with the potential for similar increases in 2012," added Mr. Lemos-Stein. "However, we also expect the company's capital investments to remain high to accommodate such growth, with spending on new fiber routes leading to capital expenditures that consume most or all of the company's cash flow from operations. Consequently, we expect free operating cash flow (FOCF) to be neutral to slightly negative for all of 2011 with limited improvement in 2012. We recognize that capital investments should enable the company to increase funds from operations over the next few years, given the company's continued high EBITDA margins relative to its peer group of fiber transport providers. However, in the near term, we expect such investments to result in only modestly positive to modestly negative FOCF generation." "The outlook is positive. We expect 20% or greater revenue and EBITDA growth for Fibertech for 2011 and 2012. However, we assume that FOCF will remain negative in 2011 due to high capital expenditures to support growth, with minimal improvement in 2012. We could raise the rating if the company meets our targets for revenue and EBITDA, as this would indicate greater potential for improved FOCF in the long run, if capital expenditures level off or moderate. Another positive rating factor would be if the company fully repaid its revolving credit facility borrowings, as this would improve liquidity, in our view," S&P said. "On the other hand, we could revise the outlook back to stable or to negative if greater-than-expected FOCF losses result in diminished liquidity versus our expectations, or if Fibertech's customer churn rises sharply due to competitive pressures or a renewed economic downturn, leading leverage to rise back above 4x with little prospect for improvement. We could also revise the outlook back to stable or to negative if the company accelerates its capital expenditures significantly from 2011 levels, and funds the associated FOCF losses with substantial additional debt," S&P said. FILENE'S BASEMENT: Creditors Panel Balk at Ending 5th Avenue Lease ------------------------------------------------------------------ Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reports that the committee of unsecured creditors in Syms Corp.'s Chapter 11 bankruptcy case is objecting to its proposal to terminate the lease on its Fifth Avenue Manhattan property, saying the lease should be auctioned along with its other retail store leases. According to DBR, the creditors committee said in court documents that the property, which never opened its doors but was intended to be a Filene's Basement retail store, has a below-market rent in a "burgeoning part" of New York City." Paying $2.6 million to the landlords to terminate the lease doesn't appear to be in creditors' best interest, the committee said. DBR relates a deal to sell the Manhattan building for $400 million is now pending. The committee says that the deal confirms the lease's value. The sale, however, is to be free of the Syms lease. Syms has refused to include the Manhattan property in its auction plan, according to the committee, saying the landlord is threatening to sue if the lease isn't terminated. The committee would like the bankruptcy court to reject Syms's lease termination payment and order the lease to be sold at auction. About Syms Corp. Massachusetts-based Filene's Basement, also called The Basement, is the oldest off-price retailer in the United States. The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. Filene's Basement first filed for Chapter 11 bankruptcy protection in August 1999. Filene's Basement was bought by a predecessor of Retail Ventures, Inc., the following year. Retail Ventures in April 2009 transferred the unit to Buxbaum. Filene's Basement, Inc. and its affiliates filed for Chapter 22 (Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy Solutions serves as claims and notice agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The 2009 Debtor was formally renamed FB Liquidating Estate, following the sale of all of its assets to Syms Corp. in June 2009. Pursuant to the Liquidating Plan confirmed in January 2010, secured creditors in the Chapter 11 case have been paid in full, and holders of priority, administrative and convenience class claims have received 100% of their allowed claims. As reported by the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen, Chairman of Abacus Advisors LLC and Chief Restructuring Officer for FB Liquidating Estate disclosed that a second distribution of dividend checks to Filene's unsecured creditors amounting to 12.5% of approved claims has been made, bringing the cumulative distributions on unsecured claims to 62.5%. On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-13511 to 11-13514) after a failed bid to sell the business. The two units are Syms Clothing Inc. and Syms Advertising Inc. Judge Kevin J. Carey presides over the case. Lawyers at Skadden Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The Debtors tapped Rothschild Inc. as investment banker and Cushman and Wakefield Securities, Inc., as real estate financial advisors. Syms shuttered its namesake and Filene's Basement outlets upon the bankruptcy filing and tapped a joint venture of Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC to run the going-out-of-business sales. The sale may continue until Jan. 31, 2012. Filene's Basement estimated $1 million to $10 million in assets and $50 million to $100 million in debts. The petitions were signed by Gary Binkoski, authorized representative of Filene's Basement. The official committee of unsecured creditors appointed in the 2011 case has retained Hahn & Hessen LLP as legal counsel. Holders of equity in Syms Corp. pushed for an official shareholders' committee and separation of the Syms and Filene's Basement bankruptcy estates. Gordon Brothers and Hilco are represented by Goulston & Storrs, P.C. and Ashby & Geddes, P.A. FORCE FUELS: Posts $206,100 Net Loss in Oct. 31 Quarter ------------------------------------------------------- Force Fuels, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $206,167 on $7,032 of revenues for the three months ended Oct. 31, 2011, compared with a net loss of $605,780 on $32,849 of revenues for the three months ended Oct. 31, 2010. The Company's balance sheet at Oct. 31, 2011, showed $1.06 million in total assets, $1.42 million in total liabilities, and a stockholders' deficit of $358,092. As reported in the TCR on Dec. 6, 2011, Sadler, Gibb & Associates, LLC, in Salt Lake City, Utah, expressed substantial doubt about Force Fuels' ability to continue as a going concern, following the Company's results for the fiscal year ended July 31, 2011. The independent auditors noted that the Company had accumulated losses of $3.8 million as of July 31, 2011. A copy of the Form 10-Q is available for free at: http://is.gd/YbtNfk Costa Mesa, Calif.-based Force Fuels, Inc.'s principal business during the period ended Oct. 31, 2011, was the acquisition and management of oil, gas and alternative energy operations. The Company's common shares are currently quoted on the OTC Pink market of OTC Markets Group, Inc. under the trading symbol "FOFU." FREEZE, LLC: Section 341(a) Meeting Rescheduled for Jan. 17 ----------------------------------------------------------- The U.S. Trustee for Region 3 rescheduled a meeting of creditors of Freeze, LLC dba Sun Freeze, LLC and its affiliates -- Freeze Holdings, LP, Freeze Group Holding Corp., Freeze Operations Holding Corp. -- on Jan. 17, 2011, at 1:30 p.m. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, 2nd Floor, Room 2112, 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 Freeze LLC Freeze, LLC dba Sun Freeze, LLC and its affiliates -- Freeze Holdings, LP, Freeze Group Holding Corp., Freeze Operations Holding Corp. -- filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-13304 to 11-13306) on Oct. 14, 2011. Laura Davis Jones, Esq. at Pachulski Stang Ziehl & Jones LLP in Wilmington, Delaware serves as counsel to the Debtors. Freeze, LLC, scheduled $51.95 million in assets and $0 in liabilities. Freeze Group Holdings Corp. scheduled $0 in assets and $51.94 million in liabilities. FUEL DOCTOR: Dropped as Defendant in Drinville Class Action ----------------------------------------------------------- Fuel Doctor Holdings, Inc. disclosed in its Form 10-Q for the quarterly period ended Sept. 30, 2011, the Company is a defendant in a matter entitled Drinville, on behalf of herself and others similarly situated v. Fuel Doctor, LLC, and DOES 1-20, Inclusive, filed March 16, 2011, in the Superior Court of the State of California for the County of Los Angeles. The Claim alleges violation of various violations of California statutes principally related to false advertising and consumer protection in that the Company's products are alleged not to provide the benefits claimed. The suit seeks, among other things, class certification, unspecified damages and exemplary damages. On Nov. 21, 2011, the plaintiff filed an order with the Court dismissing without prejudice the Claim against all defendants. About Fuel Doctor Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the exclusive distributor for the United States and Canada of a fuel efficiency booster (the FD-47), which plugs into the lighter socket/power port of a vehicle and increases the vehicle's miles per gallon through the power conditioning of the vehicle's electrical systems. The Company has also developed, and plans on continuing to develop, certain related products. For the nine months ended Sept. 30, 2011, the Company has reported a net loss of $1.9 million on $811,576 of revenues, compared with a net loss of $1.7 million on $603,329 of revenues for the corresponding period last year. The Company had an accumulated deficit at Sept. 30, 2011, had a net loss and net cash used in operating activities for the interim period then ended. "While the Company is attempting to generate sufficient revenues, the Company's cash position may not be sufficient to support the Company's daily operations," the Company said in the filing. GAMETECH INTERNATIONAL: Kassbohrer Deposits $200,000 Into Escrow ---------------------------------------------------------------- GameTech International, Inc., on Nov. 2, 2011, entered into a Purchase and Sale Agreement and Joint Escrow Instructions to sell certain real property and improvements and certain other assets to Kassbohrer All Terrain Vehicles, Inc., for a purchase price of $6,125,000. The property to be sold pursuant to the Agreement consists of the Company's corporate headquarters in Reno, Nevada, which includes approximately 4.9 acres of land and an industrial facility consisting of approximately 115,000 square feet, and certain other assets related to the property. The Agreement also contemplates that the Company would lease a significant portion of the Property from the Buyer, for a period of approximately sixteen months from the closing date. All of the net proceeds from the sale of the Property would be used to reduce the Company's outstanding debt. On Dec. 16, 2011, the due diligence period provided for in the Agreement expired and the Buyer elected to place a deposit in the amount of $200,000 into escrow. The Company anticipates a closing date, completing the sale of the Property, to occur on or before Dec. 28, 2011; subject to the satisfaction of customary closing conditions. Under certain circumstances, if the transaction fails to close, the Company would retain the Buyer's $200,000 deposit. About GameTech International Based in Reno, Nevada, GameTech develops and manufactures gaming entertainment products and systems. GameTech holds a significant position in the North American bingo market with its interactive electronic bingo systems, portable and fixed-based gaming units, and complete hall management modules. It also holds a significant position in select North American VLT markets, primarily Montana, Louisiana, and South Dakota, where it offers video lottery terminals and related gaming equipment and software. It also offers Class III slot machines and server-based gaming systems. The Company reported a net loss of $20.4 million on $35.2 million of revenue for the 52 weeks ended Oct. 31, 2010, compared with a net loss of $10.5 million on $47.8 million of revenue for the 52 weeks ended Nov. 1, 2009. Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed substantial doubt about GameTech International, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has suffered reoccurring losses from operations and has been unable to extend the maturity of its debt, or raise additional capital necessary to execute its business plan. The Company's balance sheet at May 1, 2011, showed $40.19 million in total assets, $32.33 million in total liabilities and $7.86 million in total stockholders' equity. GENERAL MARITIME: Files POS AM to 2009 S-3 Registration Statement ----------------------------------------------------------------- General Maritime Corporation filed on Dec. 20, 2011, a Post- Effective Amendment No. 1 to Form S-3 on Form S-1 relating to the Registration Statement on Form S-3 (File No. 333-157215), filed with the Securities and Exchange Commission on Feb. 10, 2009, as amended on March 5, 2009, and April 7, 2009 (the "Registration Statement"), by General Maritime Corporation, a Marshall Islands corporation. The Registration Statement registered the sale of up to $500,000,000 in aggregate principal amount of the Registrant's debt securities, preferred stock, common stock, rights, warrants and units (collectively, the "Securities"). The Registration Statement was declared effective on April 8, 2009. The Registrant has terminated all offerings of its securities pursuant to the Registration Statement. This Amendment is being filed to deregister all unsold Securities registered pursuant to, and terminate the effectiveness of, the Registration Statement. Pursuant to Rule 401(b) under the Securities Act, the Company is filing this Post-Effective Amendment No. 1 on Form S-1, as it is currently ineligible to file a registration statement on Form S-3. A copy of the POS AM is available for free at http://is.gd/awGQT2 About General Maritime New York-based General Maritime Corporation, through its subsidiaries, provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The fleet consisted of 30 owned vessels and three chartered vessels. The company generates substantially all of its revenues by chartering its fleet to third-party customers. The largest customers include major international oil companies, oil producers, and oil traders such as BP, Chevron Corporation, CITGO Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess Corporation, Lukoil Oil Company, Stena AB, and Trafigura. General Maritime and 56 subsidiaries filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17, 2011. Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, serve as counsel to the Debtors. Moelis & Company is the financial advisor. Garden City Group Inc. is the claims and notice agent. General Maritime disclosed $1,718,598,000 in assets and $1,412,900,000 in liabilities as of Sept. 30, 2011. General Maritime's publicly held securities include 121.5 million common shares and $300 million in unsecured 12% notes due 2017. Prepetition, General Maritime reached agreements with its key senior lenders, including its bank group, led by Nordea Bank Finland plc, New York Branch as administrative agent, as well as affiliates of Oaktree Capital Management, L.P., on the terms of a restructuring. Under terms of the agreements, Oaktree will provide a $175 million new equity investment in General Maritime and convert its prepetition secured debt to equity. In conjunction with the filing, General Maritime has received a commitment for up to $100 million in new DIP financing from a group of lenders led by Nordea as administrative agent. Counsel for Nordea, as the DIP Agent and the Senior Agent, are Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case LLP. Counsel for Oaktree Capital Management, the Junior Agent, are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland & Ellis, LLP. An ad hoc group of holders of more than $185 million of the $300 million of 12% Senior Notes due 2017 issued by General Maritime Corporation is represented by Paul D. Leake, Esq., and Pedro A. Jimenez, Esq., at Jones Day. GENERAL MARITIME: Files RW to Withdraw 2010 Registration Statement ------------------------------------------------------------------ General Maritime Corporation, on behalf of itself and the other Registrants, has requested the Securities and Exchange Commission for an order granting the withdrawal of the Registration Statement on Form S-3 (File No. 333-171505) of the Company and the subsidiaries of the Company included as additional registrants thereunder (together with the Company, collectively, the "Registrants"), together with all exhibits thereto (collectively, the "Registration Statement"). The Registration Statement was originally filed with the Commission on Dec. 23, 2010, and was never declared effective. In the RW, the Company said it is requesting the withdrawal of the Registration Statement because the transactions contemplated by the Registration Statement were never initiated, and the need for registration of the securities under the Registration Statement is no longer necessary. A copy of the RW is available for free at http://is.gd/3e8xjO About General Maritime New York-based General Maritime Corporation, through its subsidiaries, provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The fleet consisted of 30 owned vessels and three chartered vessels. The company generates substantially all of its revenues by chartering its fleet to third-party customers. The largest customers include major international oil companies, oil producers, and oil traders such as BP, Chevron Corporation, CITGO Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess Corporation, Lukoil Oil Company, Stena AB, and Trafigura. General Maritime and 56 subsidiaries filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17, 2011. Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, serve as counsel to the Debtors. Moelis & Company is the financial advisor. Garden City Group Inc. is the claims and notice agent. General Maritime disclosed $1,718,598,000 in assets and $1,412,900,000 in liabilities as of Sept. 30, 2011. General Maritime's publicly held securities include 121.5 million common shares and $300 million in unsecured 12% notes due 2017. Prepetition, General Maritime reached agreements with its key senior lenders, including its bank group, led by Nordea Bank Finland plc, New York Branch as administrative agent, as well as affiliates of Oaktree Capital Management, L.P., on the terms of a restructuring. Under terms of the agreements, Oaktree will provide a $175 million new equity investment in General Maritime and convert its prepetition secured debt to equity. In conjunction with the filing, General Maritime has received a commitment for up to $100 million in new DIP financing from a group of lenders led by Nordea as administrative agent. Counsel for Nordea, as the DIP Agent and the Senior Agent, are Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case LLP. Counsel for Oaktree Capital Management, the Junior Agent, are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland & Ellis, LLP. An ad hoc group of holders of more than $185 million of the $300 million of 12% Senior Notes due 2017 issued by General Maritime Corporation is represented by Paul D. Leake, Esq., and Pedro A. Jimenez, Esq., at Jones Day. GENERAL MARITIME: Deregisters Unsold Shares Under 2001 Stock Plan ----------------------------------------------------------------- General Maritime Corporation filed on Dec. 20, 2011, on Form S-8 POS, a Post-effective Amendment No. 1 to its Registration Statement on Form S-8 (File No. 333-156392), filed with the Securities and Exchange Commission on Dec. 22, 2008 (the "Registration Statement"). The Registration Statement registered the sale of 1,624,347 shares (the "Shares") of the Registrant's common stock, par value $0.01 per share (the "Common Stock"), issuable pursuant to the Registrant's 2001 Stock Incentive Plan (as amended and restated, effective Dec. 16, 2008). This Amendment is being filed to deregister all unsold Shares registered pursuant to, and terminates the effectiveness of, the Registration Statement. A copy of the S-8 POS is available for free at http://is.gd/JQZQ2u About General Maritime New York-based General Maritime Corporation, through its subsidiaries, provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The fleet consisted of 30 owned vessels and three chartered vessels. The company generates substantially all of its revenues by chartering its fleet to third-party customers. The largest customers include major international oil companies, oil producers, and oil traders such as BP, Chevron Corporation, CITGO Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess Corporation, Lukoil Oil Company, Stena AB, and Trafigura. General Maritime and 56 subsidiaries filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17, 2011. Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, serve as counsel to the Debtors. Moelis & Company is the financial advisor. Garden City Group Inc. is the claims and notice agent. General Maritime disclosed $1,718,598,000 in assets and $1,412,900,000 in liabilities as of Sept. 30, 2011. General Maritime's publicly held securities include 121.5 million common shares and $300 million in unsecured 12% notes due 2017. Prepetition, General Maritime reached agreements with its key senior lenders, including its bank group, led by Nordea Bank Finland plc, New York Branch as administrative agent, as well as affiliates of Oaktree Capital Management, L.P., on the terms of a restructuring. Under terms of the agreements, Oaktree will provide a $175 million new equity investment in General Maritime and convert its prepetition secured debt to equity. In conjunction with the filing, General Maritime has received a commitment for up to $100 million in new DIP financing from a group of lenders led by Nordea as administrative agent. Counsel for Nordea, as the DIP Agent and the Senior Agent, are Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case LLP. Counsel for Oaktree Capital Management, the Junior Agent, are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland & Ellis, LLP. An ad hoc group of holders of more than $185 million of the $300 million of 12% Senior Notes due 2017 issued by General Maritime Corporation is represented by Paul D. Leake, Esq., and Pedro A. Jimenez, Esq., at Jones Day. GENERAL MARITIME: Deregisters Unsold Shares Under 2011 Stock Plan ----------------------------------------------------------------- General Maritime Corporation filed on Dec. 20, 2011, on Form S-8 POS, a Post-effective Amendment No. 1 to its Registration Statement on Form S-8 (File No. 333-174133), filed with the Securities and Exchange Commission on Dec. 22, 2008 (the "Registration Statement"). The Registration Statement registered the sale of 7,500,000 shares (the "Shares") of the Registrant's common stock, par value $0.01 per share (the "Common Stock"), issuable pursuant to the Registrant's 2011 Stock Incentive Plan. This Amendment is being filed to deregister all unsold Shares registered pursuant to, and terminates the effectiveness of, the Registration Statement. A copy of the S-8 POS is available for free at http://is.gd/REATyr About General Maritime New York-based General Maritime Corporation, through its subsidiaries, provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The fleet consisted of 30 owned vessels and three chartered vessels. The company generates substantially all of its revenues by chartering its fleet to third-party customers. The largest customers include major international oil companies, oil producers, and oil traders such as BP, Chevron Corporation, CITGO Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess Corporation, Lukoil Oil Company, Stena AB, and Trafigura. General Maritime and 56 subsidiaries filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17, 2011. Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, serve as counsel to the Debtors. Moelis & Company is the financial advisor. Garden City Group Inc. is the claims and notice agent. General Maritime disclosed $1,718,598,000 in assets and $1,412,900,000 in liabilities as of Sept. 30, 2011. General Maritime's publicly held securities include 121.5 million common shares and $300 million in unsecured 12% notes due 2017. Prepetition, General Maritime reached agreements with its key senior lenders, including its bank group, led by Nordea Bank Finland plc, New York Branch as administrative agent, as well as affiliates of Oaktree Capital Management, L.P., on the terms of a restructuring. Under terms of the agreements, Oaktree will provide a $175 million new equity investment in General Maritime and convert its prepetition secured debt to equity. In conjunction with the filing, General Maritime has received a commitment for up to $100 million in new DIP financing from a group of lenders led by Nordea as administrative agent. Counsel for Nordea, as the DIP Agent and the Senior Agent, are Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case LLP. Counsel for Oaktree Capital Management, the Junior Agent, are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland & Ellis, LLP. An ad hoc group of holders of more than $185 million of the $300 million of 12% Senior Notes due 2017 issued by General Maritime Corporation is represented by Paul D. Leake, Esq., and Pedro A. Jimenez, Esq., at Jones Day. GETTY PETROLEUM: Sues Landlord Over Environmental Damage -------------------------------------------------------- Dow Jones' DBR Small Cap reports that Getty Petroleum Marketing Inc. is suing the owner of the 800 gas stations it leases in response to a move by the landlord to force it to pay rent on the properties. Getty Petroleum Marketing Inc., based in East Meadow, New York, is the largest publicly traded real estate investment trust in the United States specializing in ownership, leasing and financing of retail motor fuel and convenience store properties and petroleum distribution terminals. The Company owns and leases 1,170 properties nationwide. Getty Petroleum and three affiliates filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on Dec. 5, 2011. Judge Shelley C. Chapman presides over the case. John H. Bae, Esq. -- baej@gtlaw.com -- at Greenberg Traurig, LLP, serves as the Debtors' counsel. Getty Petroleum estimated $50 million to $100 million in assets and debts. The petition was signed by Bjorn Q. Aaserod, chief executive officer and chairman of the board. GLOBAL ENTERPRISES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Global Enterprises of Baker, L.L.C. dba Executive Inn & Suites Comfort Inn 430 Main Street Baker, LA 70714 Tel: (225) 771-1123 Bankruptcy Case No.: 11-11959 Chapter 11 Petition Date: December 19, 2011 Court: U.S. Bankruptcy Court Middle District of Louisiana (Baton Rouge) Debtor's Counsel: Lawrence R. Anderson, Jr., Esq. SEALE, SMITH, ZUBER & BARNETTE 8550 United Plaza Boulevard, Suite 200 Baton Rouge, LA 70809 Tel: (225) 924-1600 Fax: (225) 924-6100 E-mail: lranderson@sszblaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Chandrahas Shah, manager. GLOBAL INVESTOR: Allied Global Discloses 25.2% Equity Stake ----------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Allied Global Ventures, LLC, disclosed that, as of Sept. 29, 2011, it beneficially owns 160,625,000 shares of common stock of Global Investor Services, Inc., representing 25.23% of the shares outstanding. Gregory Barton Rice also disclosed beneficial ownership of 60,186,667 shares of common stock. A full-text copy of the filing is available at http://is.gd/Gl4hfO About Global Investor Orem, Utah-based Global Investor Service, Inc., was incorporated in the state of Nevada on Aug. 1, 2005. Effective Sept. 18, 2006, the Company changed its name to TheRetirementSolution.com, Inc., and on Oct. 1, 2008, the Company changed its name to Global Investor Services, Inc. The Company was initially formed to market portfolios of stocks via subscription. In 2007, a new chief executive officer was installed and a strategy was developed to create and market a diverse portfolio of products and services for the financial education and financial information industry. This strategy included strategic acquisitions, such as the acquisitions of Razor Data, LLC, and Investment Tools and Training, LLC, which have provided the Company with an integrated platform in which it can market and deliver investor education products and investor services. The stock symbol is GISV. The Company reported a net loss of $9.97 million on $2.01 million of revenues for fiscal 2011, compared with a net loss of $7.10 million on $1.14 million of revenues for fiscal 2010. The Company also reported a net loss of $7.07 million on $1.09 million of total revenue for the six months ended Sept. 30, 2011, compared with a net loss of $6.86 million on $757,130 of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.14 million in total assets, $3.50 million in total liabilities, and a $2.36 million total deficiency in stockholders' equity. RBSM LLP, in New York, expressed substantial doubt about Global Investor Service's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a net accumulated deficiency as of March 31, 2011. GMAC MORTGAGE: Moody's Affirms SQ Ratings, Ratings on Review ------------------------------------------------------------ Moody's has affirmed, and has maintained on review for downgrade, these servicer quality ratings of GMAC Mortgage, LLC: SQ3+ as a Primary Servicer of prime residential mortgage SQ3 as a Primary Servicer of subprime residential mortgage loans SQ3 as a Primary Servicer of second lien loans SQ3 as a Primary Servicer of HLTV residential mortgage loans SQ3 as a Special Servicer All of the company's SQ ratings, along with the ratings for a number of Moody's-rated servicers, remain on review for downgrade due to remaining uncertainty related to the possible settlement between servicers and state attorneys general. The company's SQ ratings are based on above average collection abilities, strong loss mitigation results and average foreclosure and REO timeline management. The loss mitigation assessment for 2nd lien loans was raised to strong from above average due to solid performance relative to its peers. GMAC Mortgage's primary servicing portfolio totaled approximately 2.5 million loans for an unpaid principal balance of approximately $334 billion as of October 2011. GMAC Mortgage is subsidiary of Residential Capital LLC, which is a subsidiary of Ally Financial Inc., formerly GMAC Inc. Ally Financial Inc.'s and ResCap have senior unsecured ratings of B1 and of Ca, respectively. The previous rating action for GMAC Mortgage's SQ ratings occurred on September 24, 2010. At that time, Moody's placed all of GMAC Mortgage's primary and special servicer ratings on review for possible downgrade due to irregularities in the company's foreclosure process. Since then, GMAC Mortgage has completed a review of its foreclosure and REO processes, and revamped them. The company also has implemented additional controls over the affidavit and notary processes, and re-started the foreclosures that had been placed on hold. The company also has maintained solid foreclosure and REO timelines relative to its peers. Moody's SQ ratings represent its view of a servicer's ability to prevent or mitigate asset pool losses across changing markets. The rating scale ranges from SQ1 (strong) to SQ5 (weak). Where appropriate, a "+" or "-" modifier will be appended to the relevant rating to indicate a servicer's relative servicing quality within a particular category. Moody's servicer ratings are differentiated in the marketplace by focusing on performance management. SQ ratings for U.S. residential mortgage servicers incorporate assessments of delinquency transition rates, foreclosure timeline management, loan cure rates, recoveries, loan resolution outcomes, and REO management -- all critical indicators of a servicer's ability to maximize returns from mortgage portfolios. Moody's servicer ratings also consider the company's ability to maintain its focus on high quality servicing in an economic downturn. Servicing operations can be stressed by increasing the number of delinquent loans while at the same time increasing the need for liquidity. The SQ rating reflects Moody's expectation of the impact that the servicing will have on the on-going credit performance of the portfolio. For this reason, Moody's monitors SQ ratings based on periodic information provided by servicers and conducts a formal re-evaluation of its servicer ratings annually. The other methodology used in this rating was "Moody's Approach to Rating Residential Mortgage Servicers" published in January 2001. Other factors used in this rating are described in "Updated Moody's Servicer Quality Rating Scale and Definitions" published in May 2005. GMX RESOURCES: Closes 11.375% Senior Notes Due 2019 Tender Offer ---------------------------------------------------------------- GMX Resources Inc. said that effective Dec. 19, 2011, it accepted tenders and consents from the holders of $198,030,000 aggregate principal amount of its outstanding $200,000,000 11.375% Senior Notes due 2019 in connection with its private exchange offer and consent solicitation for the Existing Notes, which expired on Dec. 14, 2011. Holders tendering in the exchange offer received new Senior Secured Notes due 2017. Pursuant to the terms of the exchange offer, holders of the Existing Notes were entitled to exchange, for each $1,000 principal amount of Existing Notes tendered by that holder, either: (a) $750.00 principal amount of New Notes or (b) $971.40 principal amount of New Notes, if the holder subscribed to purchase for cash an additional $600.00 principal amount of New Notes, to be issued at par, in a private placement being made to the holders in connection with the Exchange Offer for each $1,000 principal amount of Existing Notes tendered by that holder. Holders tendering pursuant to the Exchange and Purchase Election tendered $144,555,000 million in aggregate principal amount of Existing Notes. Holders tendering pursuant to the Exchange Only Election tendered $53,475,000 in aggregate principal amount of Existing Notes. On Nov. 2, 2011, the Company entered into separate support agreements with holders of greater than 50% of the Existing Notes. Pursuant to the Support Agreements the Supporting Holders agreed to purchase their pro rata amount of New Notes offered in the exchange offer and, if tendering holders do not elect to purchase at least $100.0 million aggregate principal amount of New Notes in connection with the exchange offer, to allow the Company to put to them for cash purchase an amount of additional New Notes such that the aggregate principal amount of New Notes issued is $100.0 million. As consideration for the Backstop Obligations, the Supporting Holders received an aggregate for all of the backstop parties of approximately 3.88 million shares of common stock of the Issuer and $3.0 million aggregate principal amount of Notes. Including the New Notes issued as consideration for the Backstop Obligations, the Company issued New Notes in an aggregate principal amount of $283,520,000. The Company received gross cash proceeds of $100.0 million in connection with the issuance of the New Notes, including approximately $13.3 million of cash from the Supporting Holders pursuant to their Backstop Obligations. In connection with the exchange offer and related consent solicitation for the Existing Notes, the Company entered into a supplemental indenture to the indenture governing the Existing Notes to, among other things: eliminate substantially all of the restrictive covenants and certain event of default provisions in the indenture. An aggregate of $1,970,000 principal amount of Existing Notes not tendered and purchased pursuant to the tender offer remains outstanding, and the holders thereof are subject to the terms of the supplemental indenture. The New Notes mature in December 2017. The New Notes accrue cash interest at 11.0% per annum. The New Notes will be secured by first-priority perfected liens on substantially all right, title and interest in or to substantially all of the assets and properties owned or acquired by the Company and the guarantors. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported a net loss of $138.29 million on $96.52 million of oil and gas sales for the year ended Dec. 31, 2010, compared with a net loss of $181.08 million on $94.29 million of oil and gas sales during the prior year. The Company also reported a net loss of $129.53 million on $90.62 million of oil and gas sales for the nine months ended Sept. 30, 2011, compared with net income of $8.58 million on $69.34 million of oil and gas sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $575.98 million in total assets, $432.65 million in total liabilities and $143.32 million in total equity. * * * In November 2011, Moody's downgraded the rating of GMX Resources' corporate family rating (CFR) to 'Caa3' from 'Caa1', the Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. The outlook is negative. The downgrade of GMX's PDR and note ratings reflect the company's announcement that greater than 50% of the holders of the notes due 2019 have accepted a proposed exchange offer, which Moody's views as a distressed exchange. The lowering of the CFR and SGL ratings reflects Moody's expectation of potential liquidity issues through the first quarter of 2013, as well as elevated leverage following the issuance of at least $100 million of proposed secured notes under the exchange offer and a proposed $55 million volumetric production payment (VPP), both of which the company expects to be executed before the end of 2011. Moody's treats VPPs as debt in Moody's leverage calculations. The negative outlook reflects the potential for the CFR and note ratings to be lowered if liquidity deteriorates further. As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on GMX Resources Inc. to 'SD' (selective default) from 'CC'. "We also lowered the company's issue-level ratings to 'D' from 'CC', reflecting its completion of an exchange offer for a portion of its $200 million 11.375% senior notes due 2019," S&P said. "The rating actions follow the company's announcement that it has completed the exchange offer for its 11.375% senior notes due 2019," said Standard & Poor's credit analyst Paul B. Harvey. "The exchange offer included $53 million principle of 11.375% senior notes that accepted an exchange of $1,000 principle for $750 principle of new 11% senior secured notes due 2017. We consider the completion of such an exchange, at a material discount to par, to be a distressed exchange and, as such, tantamount to a default under our criteria." GMX RESOURCES: Moody's Cuts Sr. Unsecured Notes Rating to 'Ca' -------------------------------------------------------------- Moody's Investors Service downgraded the senior unsecured notes of GMX Resources Inc. (GMX) to Ca from Caa3, changed the Probability of Default Rating (PDR) to Ca/LD from Ca, and affirmed the Caa3 Corporate Family Rating (CFR). The LD rating on the senior unsecured notes will be withdrawn in 3 days and the PDR changed to Caa3. The outlook is negative. These actions follow the company's announcement that it has closed an exchange offer for the senior unsecured notes. The exchange will result in the conversion of all but $2 million of the senior unsecured notes into senior secured notes, as well as the issuance of additional amounts of senior secured notes. Moody's has not rated the new senior secured notes. RATING RATIONALE The Caa3 CFR reflects Moody's expectation of potential liquidity issues through the first quarter of 2013, leverage which is high and expected to increase, negative cash flow coverage of sustaining capital expenditures, small scale in terms of production and proven developed reserves, production which consists of 92% natural gas in a low gas price environment, and the execution risk associated with the company's very early stage liquids focused drilling efforts in the Bakken and Niobrara. The exchange offer, combined with the recent $49.7 million Volumetric Production Payment (VPP), which Moody's views as debt in Moody's leverage calculations, increases third quarter 2011 debt / average daily production to $42,674/boe from $39,978/boe. The SGL-4 liquidity rating reflects weak liquidity. Moody's expects GMX to have very high negative free cash flow, with planned capital expenditures of $102 million for 2012 expected to exceed by approximately $88 million the company's estimated 2012 cash flow. The exchange, which netted new cash of $88 million after paying exchange costs and accrued interest on the senior unsecured notes, the VPP, and the recent $18.5 million hedge monetization increased liquidity by approximately $156 million, with a portion of this amount used to repay the borrowing base credit facility, which had $30 million drawn as of September 30, 2011. Subsequent to these transactions the borrowing base credit facility was terminated. Additional liquidity may be raised during 2012 if GMX is able to sell a portion of its Niobrara assets as planned. The terms of the secured notes allow for the issuance of up to $10 million of additional debt with no specific conditions or limitations. In addition to the $10 million, debt that ranks junior to the secured notes and used to refinance either tranche of convertible notes would also be allowed. Any new debt which does not fall into these two categories would be subject to a 2.5x consolidated coverage ratio test (which Moody's believes GMX would be highly unlikely to meet). The terms of the secured notes do permit certain asset sales, which could potentially provide additional liquidity. Upon completion of the December notes issuance, the credit facility will be terminated and GMX will not have any financial covenants. The Ca senior unsecured note rating reflects GMX's overall probability of default, to which Moody's assigns a PDR of Caa3, and a loss given default of LGD5-85%. The size of the secured notes' potential priority claim relative to the unsecured notes results in the unsecured notes being rated one notch beneath the Caa3 CFR under Moody's Loss Given Default Methodology. The negative outlook reflects the potential for the CFR and note ratings to be lowered if liquidity deteriorates further. The CFR could be downgraded if liquidity deteriorates, which is most likely to happen if the company is unable to refinance its debt maturity in the first quarter of 2013. The ratings could be upgraded if liquidity improves significantly with greater cash coverage of interest expense and capital expenditures due to cash proceeds from asset sales and significantly increased liquids production. The principal methodology used in rating GMX Resources was the Independent Exploration and Production (E&P) Industry Methodology published in December 2008. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. GMX Resources Inc. is an independent exploration and production company headquartered in Oklahoma City, OK. GREAT POINT: S&P Puts 'BB+' Rating on $220MM Loan on Watch Pos. --------------------------------------------------------------- Standard & Poor's Rating Services placed its 'BB+' rating on Great Point Power LLC's (GPP) $220 million senior secured term loan on CreditWatch positive. This action follows the Dec. 15, 2011 announcement that Neptune Regional Transmission System and Crockett Cogeneration will be sold to FREIF North American Power I. A controlling interest in that entity will be held indirectly by First Reserve Corp. The '1' recovery rating is unchanged. "On Dec. 15, a press release on the First Reserve Website stated that First Reserve, an energy and infrastructure private equity company, will acquire a number of assets from ArcLight Capital. Among these assets is Neptune Regional Transmission System, a 500- kilovolt underwater transmission line connecting Long Island, N.Y. and the PJM Interconnection, and Crockett Cogeneration, a 240-MW gas-fired power plant in Crocket, Calif. These are the primary assets of Great Point Power, and, as such, the project's credit agreement does not allow them to be sold. We expect the senior secured term loan to be fully repaid so Neptune and Crocket could be sold to FREIF North America Power I," S&P said. "We will resolve the CreditWatch placement as the sale process proceeds. We would withdraw the rating if the senior secured term loan is fully repaid," S&P said. GREEN EARTH: Francesco Galesi Discloses 17.6% Equity Stake ---------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Francesco Galesi disclosed that, as of Feb. 19, 2010, it beneficially owns 29,555,293 shares of common stock of Green Earth Technologies, Inc., representing 17.6% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/Ly6eYa About Green Earth Technologies White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB: GETG) -- http://www.getg.com/-- markets, sells and distributes bio-degradable performance and cleaning products. The Company's product line crosses multiple industries including the automotive aftermarket, marine and outdoor power equipment markets. The Company reported a net loss of $12.20 million on $7.50 million of net sales for the year ended June 30, 2011, compared with a net loss of $12.88 million on $2.43 million of net sales during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $3.49 million in total assets, $6.02 million in total liabilities, all current, and a $2.53 million total stockholders' deficit. Friedman LLP, in East Hanover, New Jersey, noted that the Company's losses, negative cash flows from operations, working capital deficit and its ability to pay its outstanding liabilities through fiscal 2012 raise substantial doubt about its ability to continue as a going concern. GREEN FIELD: S&P Assigns 'CCC+' Corporate; Outlook Developing ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC+' corporate credit rating to Lafayette-based Green Field Energy Services Inc. The outlook is developing. "At the same time we assigned a 'CCC+' issue rating to Green Field's $250 million senior secured notes due 2016. We assigned a '3' recovery rating to the notes, indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default," S&P said. Proceeds from the notes offering should be used to refinance existing debt as well as fund near-term capital spending. "Our rating on Green Field Energy Services reflects its short operating history; high near-term spending needs, about $245 million over the next 18 months; 'less-than-adequate' liquidity, as our criteria define the term; and limited contracted revenue," said Standard & Poor's credit analyst Paul Harvey. Over the next six to nine months, GFES' ability to maintain sufficient liquidity will be dependent on the timely construction and delivery of eight turbine-powered hydraulic fracturing spreads, including two to Shell Western Exploration and Production Inc. (Shell). A meaningful delay in the start of operations could impair liquidity given GFES' high near-term capital spending needs and limited operating cash flows. Ratings also encompass the potential for rapidly improving financial measures and liquidity if GFES can meet its scheduled spread deliveries, which should allow it to significantly improve cash flows and liquidity. GFES was formed in 2011 following the acquisition of oilfield services company Hub City Industries LLC by Michel Moreno, and is currently 93.3% owned by Moreno. GFES provides hydraulic fracturing services and assembles turbine powered fracturing equipment. In addition, it provides well services, including coiled tubing and cementing. Finally, GFES has entered long-term leases on two sand mines, from which it intends to produce sand for hydraulic fracturing and for more generic aggregate uses. "The outlook is developing. We could raise ratings over the next nine to 12 months if GFES is able to execute its growth strategy. Timely commencement of the Shell contract is pivotal to this strategy, as is the establishment of a credit facility to enhance liquidity. We could lower ratings if anticipated contracts, particularly Shell's, are delayed, and/or GFES fails to maintain sufficient liquidity to fund expected interest expense costs," S&P said. HAWAII MEDICAL: Proposes Prime Healthcare-Led Auction on Jan. 5 --------------------------------------------------------------- Hawaii Medical Center, et al., ask the U.S. Bankruptcy Court for the District of Hawaii to authorize the sale of substantially all assets of the estate in an auction led by Prime Healthcare Foundation - Hawaii, Inc. The buyer offered buy the assets for $25,000,000 minus certain purchase price adjustments including the balance due at the closing of the sale under the Debtors' loans with MidCap Financial L.L.C. which will be assumed by the buyer. In addition, the buyer has agreed to invest at least 15 million within five years in capital improvements and other items necessary to the successful operation of the hospital. The estimated proceeds for the estate will be $18 million after payment of the MidCap loan. The estimated net proceeds would permit payment in full of allowed cure claims, allowed administrative claims, fees and cost associated with the sale, a modest dividend to creditors holding allowed unsecured claims, and a substantial payment to ST. Francis. The Debtors propose a Jan. 5, 2012, auction at 10:00 a.m. Competing bids are due two days prior to the auction. The Court will consider the sale of the assets to Prime Healthcare or the winning bidder at a hearing on Jan. 9. The consummation of the transactions contemplated by the agreement will take place at 9:00 a.m., local time on Jan. 12, at the offices of the Title Company. In the event of any competing bids for the assets, resulting in Prime Healthcare not being the successful buyer, it will receive a breakup fee of $625,000 to be paid at the time of the closing of the sale with such third party buyer. A full-text copy of the motion and APA is available for free at: http://bankrupt.com/misc/HAWAII_MEDICAL_sale.pdf About Prime Healthcare Foundation Prime Healthcare Foundation - Hawaii, Inc., is a Delaware non- stock corporation organized exclusively for charitable purposes under Section 501(c)(3) of the Internal Revenue Code or its permitted assignee, Prime A Investments, L.L.C, and Bio-Med Services - Hawaii. About Hawaii Medical Center The Hawaii Medical Center, along with its affiliates, filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on June 21, 2011, just a year after exiting court protection. Hawaii Medical Center owns two hospital campuses -- HMC East in North Honolulu and HMC West in Ewa Beach. The two hospitals have 342 licensed beds and have a total of more than 1,000 employees. The hospitals were known as St. Francis Medical Center before Hawaii Medical purchased the hospitals in 2007. Judge Robert J. Faris presides over the 2011 case. Lawyers at Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors' counsel. The Debtors' financial advisors are Scouler & Company, LLC. In its petition, Hawaii Medical Center estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The petitions were signed by Kenneth J. Silva, member of the board of directors. Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the Official Committee of Unsecured Creditors as counsel. The Debtors' prepetition debt structure is comprised of (i) the Prepetition Revolving Loan with MidCap Financial, LLC, and the Prepetition Term Loan with St. Francis Healthcare Systems of Hawaii. As of the Petition Date, the aggregate outstanding principal on the Prepetition MidCap Revolving Loan and the Prepetition St. Francis Term Loan is $46,851,772. The principal balance of the Prepetion MidCap Revolving Loan is $7,676,495. The amount owed under the Prepetition St. Francis Term Loan is $39,175,277, secured by St. Francis's first priority lien on, among other things, all real property of the Debtors. Through the Chapter 11 filing, the Debtors plan to return the hospitals to the control of St. Francis. In the prior case, HMC and its affiliated debtors were converted to new, Hawaii non-profit corporations. CHA Hawaii, one of HMC's affiliated debtors and a subsidiary of Cardiovascular Hospitals of America LLC, discontinued management of the reorganized Debtors. Wichita, Kansas-based CHA Hawaii LLC, and its affiliates -- including Hawaii Medical Center LLC -- filed for Chapter 11 protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027). Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their restructuring efforts. CHA Hawaii estimated assets of up to $10 million and debts between $50 million and $100 million when it filed for bankruptcy. The Debtors obtained confirmation of their Chapter 11 plan in May 2010 and emerged from bankruptcy in August 2010. The Debtor disclosed $74,713,475 in assets and $91,599,563 in liabilities as of the Chapter 11 filing. St. Francis Healthcare System of Hawaii is represented by Jonathan H. Steiner, Esq. -- steiner@m4law.com -- at McCorriston Miller Mukai Mackinnon LLP; and Joshua M. Mester, Esq. -- jmester@dl.com -- at Dewey & LeBoeuf LLP. HERITAGE CONSOLIDATED: Wants Cash Collateral Access Until Dec. 31 ----------------------------------------------------------------- Heritage Consolidated, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to approve a stipulation extending until Dec. 31, 2011, the use of cash collateral. The stipulation was entered between the Debtor and the Official Committee of Unsecured Creditors. Stipulations have been previously filed with the Court for the monthly periods until November 2011. About Heritage Consolidated Heritage Consolidated LLC is a privately held company whose core operations consist of exploration for, and acquisition, production, and sale of, crude oil and natural gas. Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas. Its affiliate, Heritage Standard Corporation, also filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485). The Debtors each estimated assets and debts of $10 million to $50 million. The Debtors tapped Malouf & Nockels LLP's as special counsel; Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM LLP as special bankruptcy counsel to HSC; and Bridge Associates, LLC, as financial advisor and designate Scott Pinsonnault as interim chief restructuring officer. The U.S. Trustee for Region 6 formed an Official Committee of Unsecured Creditors in the Chapter 11 cases of Heritage Consolidated LLC and its debtor-affiliates. HORIZON LINES: Amends Form S-1 Registration Statement ----------------------------------------------------- Horizon Lines, Inc., filed with the U.S. Securities and Exchange Commission amendment no. 1 to Form S-1 registration statement relating to the resale or other disposition of up to: -- 2,420,231 shares of Horizon Lines, Inc.'s common stock; -- 23,848,740 warrants to purchase shares of the Company's common stock; -- $178,781,456 in aggregate principal amount of new 6.00% Series A Convertible Senior Secured Notes due 2017 issued by the Company and guaranteed on a senior basis by all current and future domestic subsidiaries of the Company; and -- $99,323,032 in aggregate principal amount of new 6.00% Series B Mandatorily Convertible Senior Secured Notes issued by the Company and guaranteed on a senior basis by the Guarantors. The Company's common stock is quoted on the OTCQB Marketplace under the symbol "HRZL." The new notes and warrants are not listed on a national or regional securities exchange. The Company intends to seek to list the warrants for trading on a national securities exchange at such time as the Company can meet the listing requirements applicable to those warrants. A full-text copy of the amended prospectus is available for free at http://is.gd/be7gSN About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. The Company's balance sheet at Sept. 25, 2011, showed $677.4 million in total assets, $801.7 million in total liabilities, and a stockholders' deficit of $124.3 million. Ernst & Young LLP, in Charlotte, North Carolina, expressed substantial doubt Horizon Lines' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 26, 2010. The independent auditors noted that there is uncertainty that Horizon Lines will remain in compliance with certain debt covenants throughout 2011 and will be able to cure the acceleration clause contained in the convertible notes. "The Company believes the Oct. 5, 2011 refinancing transactions more fully described in Note 18 to these financial statements have resolved the concern as to compliance with debt covenants throughout the remainder of 2011," the Company said in the filing. "In addition, the Company believes it will be in compliance with its debt covenants through 2012." Refinancing The Company was not in compliance with the maximum senior secured leverage ratio and the minimum interest coverage ratio under its Senior Credit Facility at the close of its third fiscal quarter ended Sept. 25, 2011. Non-compliance with these financial covenants constituted an event of default, which could have resulted in acceleration of the maturity. None of the indebtedness under the Senior Credit Facility or Notes was accelerated prior to the completion of a comprehensive refinancing on Oct. 5, 2011. The Senior Credit Facility and 99.3% of the 4.25% Convertible Senior Notes were repaid as part of the refinancing. In addition, as a result of the completion of the refinancing, the short-term obligations under the Senior Credit Facility, the Notes and the Bridge Loan have been classified as long-term debt. As a result of the efforts to refinance the Company's debt and the 2011 amendments to the Senior Credit Facility, the Company paid $17.3 million in financing costs and recorded a loss on modification of debt of $0.6 million during 2011. * * * As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Horizon Lines Inc. to 'SD' from 'CCC'. The rating action on Horizon Lines follow the company's decision to defer the interest payment on its $330 million senior convertible notes due August 2012, exercising the 30-day grace period. "Under our criteria, we view failure to make an interest payment within five business days after the due date for payment a default, regardless of the length of the grace period contained in an indenture," said Standard & Poor's credit analyst Funmi Afonja. IMAGEWARE SYSTEMS: Completes $10 Million Equity Financing --------------------------------------------------------- ImageWare Systems, Inc., announced the completion of a $10 million equity financing in a private placement to a group of institutional and qualified individual investors. MDB Capital Group LLC, an investment bank focused exclusively on companies possessing or seeking to develop market changing, disruptive technologies and intellectual property (IP), acted as sole placement agent for the offering. ImageWare sold 20 million shares of its common stock at $0.50 per share for gross proceeds to the Company of $10 million. The Company also issued 10 million five-year common stock warrants to the investors with an exercise price of $0.50 per share. ImageWare intends to use the proceeds from the offering to aggressively market its services and to expand its intellectual property position and for general corporate purposes. In conjunction with this offering, the Company's Series C and Series D preferred stock and remaining outstanding convertible debt were automatically converted into common stock at $0.50 per share. "We believe this financing gives us the working capital to successfully execute the Company's long-term business plan," said ImageWare Chairman and CEO, Jim Miller. "For the first time in many years, ImageWare is debt free and fully funded, allowing us to aggressively and competitively bid for new business without the lingering cloud of how our balance sheet appears to our potential customers. We expect this difference to be meaningful and help propel our growth. "ImageWare starts 2012 with a solid book of business, a strong balance sheet, and an aggressive, sustainable growth strategy. We will continue to grow our government and law enforcement business as we now also target the enterprise and consumer markets. The proliferation of mobile devices and mobile financial transactions are requiring the most nimble approaches to ID management. The evolving future of biometrics lies in identity management for the cloud and we intend to target our open, plug & play, scalable, end-to-end solution as a SaaS (software as a service) business along side our traditional offerings. "It is also important to note that we look forward to utilizing the resources of MDB Capital to assist us in the strengthening and further development of a more formidable intellectual property position." About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc. is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. * * * ImageWare Systems has not timely filed its financial reports with the Securities and Exchange Commission. The latest balance sheet, which is as of June 30, 2009, showed total assets of $5,400,000, total liabilities of $8,149,000, and a shareholders' deficit of $2,749,000. According to the Company's Form 10-Q, there is substantial doubt about the Company's ability to continue as a going concern. The Company cited continuing losses, negative working capital and negative cash flows from operations. INDIANTOWN COGENERATION: S&P Withdraws 'BB+' $505MM Bond Rating --------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'BB+' rating on Indiantown Cogeneration Funding Corp.'s $505 million 1994 amortizing first mortgage bonds due 2020 (about $255 million outstanding as of Sept. 30, 2011) and the parity $125 million 1994 tax-exempt bonds issued by the Martin County (Fla.) Industrial Development Authority on behalf of Indiantown Cogeneration L.P. at the issuer's request. "We also withdrew the '3' recovery rating on the debt. The tax-exempt bonds are due 2025 ($125 million outstanding on Sept. 30, 2011). Principal payments on the tax- exempt bonds begin in 2020. Indiantown Cogeneration Funding Corp. is a wholly owned subsidiary of Indiantown Cogeneration L.P.," S&P said. INTERNAL FIXATION: Three New Directors Elected to Board ------------------------------------------------------- The Board of Directors of Internal Fixation Systems, Inc., voted to increase the number of directors on the Board of Directors from three to six and to fill the vacancies created by such increase by electing Jay Higgins, Bob Kuechenberg and Hugh Quinn to the Company's Board of Directors. In connection with the election of the three new directors, the Company's Board of Directors also established a Compensation Committee to be comprised entirely of the three newly elected directors, all of whom are independent directors. In addition, all three new director appointees were each granted stock options to purchase 100,000 shares of the Company's common stock at an exercise price of $1.00. The options vest in three equal increments each year commencing on Dec. 15, 2011, and are exercisable for a period of three years from the applicable vesting date. On Dec. 15, 2011, the Company's Board of Directors adopted the Amended and Restated Bylaws of the Company, which became effective immediately upon their adoption by the Board. The Amended and Restated Bylaws include amendments that, among other things: -- provide more comprehensive provisions regarding annual meetings of shareholders and notice thereof; -- provide that regular meetings of the Board of Directors may be at any time or date and at any place within or without the State of Florida which has been designated by the Board of Directors and publicized among all directors either orally or in writing, by telephone, facsimile, telegraph or telex, or by electronic means; -- enhance provisions regarding the establishment and structure of committees of the Board of Directors; -- simplify the provisions regarding indemnification; and -- add provisions regarding bank accounts and books and records. About Internal Fixation South Miami, Fla.-based Internal Fixation Systems, Inc., is a manufacturer and marketer of generically priced orthopedic and podiatric implants. Customers include ambulatory surgery centers, hospitals and orthopedic surgeons. IFS's strategy is to focus on commonly used implants that no longer have patent protection. The Company enhances the implants and sells them at prices below the market leaders. Goldstein Schechter Koch P.A., in Hollywood, Florida, expressed substantial doubt about Internal Fixation Systems' 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 $781,440 for the year ended Dec, 31, 2010, cumulative losses since inception of $757,218 and a working capital deficit of $123,409. The Company also reported a net loss of $1.69 million on $185,669 of net sales for the nine months ended Sept. 30, 2011, compared with a net loss of $375,478 on $89,537 of net sales for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $1.54 million in total assets, $1.24 million in total liabilities and $302,043 in total stockholders' equity. INTELSAT SA: Offers to Exchange 7 1/4% Senior Notes Due 2019 ------------------------------------------------------------ Intelsat Jackson Holdings S.A. filed with the U.S. Securities and Exchange Commission a Form S-4 registration statement relating to an offer to exchange any of Intelsat Jackson Holdings S.A.'s 7 1/4% Senior Notes due 2019 for newly issued 7 1/4% Senior Notes due 2019, and to exchange any of Intelsat Jackson Holdings S.A.'s 7 1/2% Senior Notes due 2021 for newly issued 7 1/2% Senior Notes due 2021. The new notes will be issued under an indenture dated as of April 5, 2011. This offer will expire at 5:00 p.m., New York City time, on [ ], 2012, unless the Company extends the offer. There is no existing public market for the original notes, and there is currently no public market for the new notes to be issued in the exchange offer. A full-text copy of the prospectus is available for free at: http://is.gd/QMoTKB About Intelsat Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite communications services worldwide through a global communications network of 54 satellites in orbit as of Dec. 31, 2009, and ground facilities related to the satellite operations and control, and teleport services. It had US$2.5 billion in revenue in 2009. Washington D.C.-based Intelsat Corporation, formerly known as PanAmSat Corporation, is a fully integrated subsidiary of Intelsat S.A., its indirect parent. Intelsat Corp. had US$7.70 billion in assets against US$4.86 billion in debts as of Dec. 31, 2010. The Company reported a net loss of $432.35 million on $1.93 billion of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $392.69 million on $1.90 billion of revenue for the same period during the prior year. The Company reported a net loss of US$507.77 million on US$2.54 billion of revenue for the year ended Dec. 31, 2010, compared with a net loss of US$782.06 million on US$2.51 billion of revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $17.59 billion in total assets, $18.28 billion in total liabilities, $698.94 million total Intelsat S.A. shareholders' deficit, and $1.90 million in noncontrolling interest. * * * Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings from Standard & Poor's. It has 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. JANKO UAL: Case Summary & Largest Unsecured Creditor ---------------------------------------------------- Debtor: Janko UAL Acquisition, LLC 31807 Middlebelt Road, Suite 102 Farmington Hills, MI 48334 Bankruptcy Case No.: 11-71926 Chapter 11 Petition Date: December 19, 2011 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Steven W. Rhodes Debtor's Counsel: Elias Xenos, Esq. THE XENOS LAW FIRM, PLC 261 E. Maple Road Birmingham, MI 48009 Tel: (248) 812-9495 Fax: (248) 498-6272 E-mail: etx@XenosLawFirm.Com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by David P. Jankowski, member. The Company's list of its largest unsecured creditors contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Williams Refrigeration & Heating Heating and $2,245 27332 Van Dyke Avenue Cooling Services Warren, MI 48093 JOHN DRIGGS: US Trustee Gets More Time to Challenge Dickstein Fees ------------------------------------------------------------------ Bankruptcy Judge Paul Mannes signed off on a stipulation and consent order between Dickstein Shapiro LLP and the United States Trustee for Region 4 extending to Jan. 5, 2012, the time within which the U.S. Trustee may file any comment, objection or other responsive pleading that he may have to the Sixth and Final Fee Application of Dickstein Shapiro, as counsel for the Plan Committee in the John Driggs reorganization case (Bankr. D. Md. Case No. 91-42718). The extension does not include the time within which the Debtor, any creditor, or any other party-in- interest may object to the Fee Application. A copy of the Stipulation and Consent Order dated Dec. 21, 2011, is available at http://is.gd/nbXZB3from Leagle.com. Gerard R. Vetter -- gerard.r.vetter@usdoj.gov -- Assistant U.S. Trustee, in Greenbelt, Maryland, entered into the stipulation. Dickstein Shapiro is represented by: George R. Pitts, Esq. DICKSTEIN SHAPIRO LLP Washington, DC Tel: (202) 420-2200 Fax: (202) 420-2201 E-mail: pittsg@dicksteinshapiro.com JOHN MCCOMBS: Heritage First Bank Wins Automatic Stay Relief ------------------------------------------------------------ Chief Bankruptcy Judge Margaret A. Mahoney granted Heritage First Bank relief from the automatic stay in the bankruptcy case of John W. McCombs, Jr., pursuant to a Dec. 21, 2011 order available at http://is.gd/8Wj76yfrom Leagle.com. Mr. McCombs owns and operates six rental properties located in Baldwin County, Alabama. Heritage First Bank possesses a security interest in the properties by virtue of a $1,233,000 mortgage loan executed on Feb. 16, 2007. The mortgage agreement included an assignment of rents clause and a monthly mortgage payment of $9,596. The assignment of rents clause included form language from a Fannie Mae rider that the parties utilized in the loan transaction. In late 2010, the Debtor ran into financial difficulties and was unable to make his payments to Heritage pursuant to the note and mortgage. His last mortgage payment to Heritage was made in October 2010. Meanwhile, the payoff amount of the mortgage debt owed to Heritage on the date of the bankruptcy filing was $1,235,619. As of Nov. 1, 2011, the balance of the debt and the principal value of the loan were $1,281,763 and $1,189,231, respectively. John W. McCombs Jr. filed for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case No. 11-01293) on March 31, 2011. A. Richard Maples, Jr., Esq. -- maplex@bellsouth.net -- at Maples & Fontenot, LLP, in Mobile, Ala., serves as the Debtor's attorney. Christopher Kern, Esq., in Mobile, Ala., represents Heritage First Bank. KANSAS CITY: Moody's Raises Corporate Family Rating to 'Ba1' ------------------------------------------------------------ Moody's Investors Service has upgraded the ratings of Kansas City Southern and The Kansas City Southern Railway Company, corporate family rating to Ba1 from Ba2. The ratings for KCS and KCSR have stable outlooks. The ratings for Kansas City Southern de Mexico S.A. de C.V. ("KCSM", a wholly-owned subsidiary of KCS) have been affirmed, CFR at Ba2 with a stable outlook. RATINGS RATIONALE The ratings upgrade for KCS reflects its strengthening credit profile evidenced by improvements in the company's leverage, profitability, and liquidity over the last year, and Moody's expectations that the company will be able to sustain strong credit metrics over the near term. The operating ratio (essentially one minus operating margin) at KCS' US operations, which is predominantly represented by the company's US railroad subsidiary KCSR, are expected to remain in the low-70% range over the near term. This compares well to other larger, higher-rated Class I railroads, and will result in strong operating cash flow to support the on-going network investment that is important to support service levels and pricing increases. Coupling margin improvement with KCS' completion of its refinancing initiatives in 2011, leverage (Debt to EBITDA) at the company's US operations is estimated at less than 3.0 times as of September 2011, and EBIT to Interest is over 4 times. These measures map closely against other Ba1 rated companies. As important, the company has done well over the past few years to reduce and refinance a substantial portion of its long term debt, extending maturities and lowering its cost of capital. The recent redemption of $124 million of 13% senior notes will have the most dramatic impact on the company's debt service requirements, lowering total debt (including Moody's standard adjustments) by 10% and interest expense by approximately 20%. Moody's believes that the improvements in the company's capital structure will further improve credit metrics, and will also provide critical protection for the company against a severe deterioration in credit metrics in a potential recessionary scenario. Although operating results are also strong at KCS' Mexican railroad, KCSM, the overall debt levels at this subsidiary remain somewhat elevated. Whereas debt at US operations now represents approximately 100% of revenue in the US, which is roughly in-line with the Class I railroad average, KCSM's $1.3 billion of total debt represents over 140% of revenue. KCSM's credit metrics -- LTM September 2011 Debt to EBITDA of 2.9 times and EBIT to Interest of 3.2 times -- are appropriate for the Ba2 rating, but lag those of the US operations. Moreover, with higher debt levels relative to its size, Moody's believes that KCSM does not enjoy the same protection from a weakening in metrics as will the US operations in the event of a recession. KCSM's ratings also take into account recent distributions that it has made to its shareholder, KCS, and some potential that distributions in the future could keep KCSM's debt elevated. The ratings or the outlook for KCS and KCSR could be raised if the company can further reduce leverage, while at the same time grow its revenue base and improve margins. The company would need to demonstrate sustained operating ratios at US operations in the low-70% range through the business cycle, while maintaining leverage below 2.5 times Debt to EBITDA and EBIT to Interest in excess of 5 times. The ability to consistently generate positive free cash flow while maintaining capital spending of at least 17% of revenue will also be important for a ratings upgrade at KCS and KCSR. Rating could be lowered if operating conditions were to unexpectedly deteriorate, such that operating ratios would approach 80%, with negative free cash flow ensuing despite reductions in capital spending in such a downturn. Ratings could also be lowered if the company undertakes an aggressive shareholder return policy, possibly using cash flow or additional debt to fund such a program. Upgrades: Issuer: Kansas City Southern -- Probability of Default Rating, Upgraded to Ba1 from Ba2 -- Corporate Family Rating, Upgraded to Ba1 from Ba2 Issuer: Kansas City Southern Railway Company (The) -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 from Ba3 Assignments: Issuer: Kansas City Southern -- Multiple Seniority Shelf, Assigned (P)Ba2, LGD5, 77% Issuer: Kansas City Southern Railway Company (The) -- Multiple Seniority Shelf, Assigned (P)Ba2, LGD5, 77% The principal methodology used in rating Kansas City Southern and rated subsidiaries was the Global Freight Railroad Industry Methodology, published March 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Kansas City Southern operates a Class I railway in the central U.S. (The Kansas City Southern Railway Company) and, through its wholly-owned subsidiary Kansas City Southern de Mexico, S.A. de C.V., owns the concession to operate Mexico's northeastern railroad. KAREN PARTNERS: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Karen Partners, LP dba Karen Pines Apartments 380 Linden Street Reno, NV 89502 Bankruptcy Case No.: 11-53833 Chapter 11 Petition Date: December 19, 2011 Court: U.S. Bankruptcy Court District of Nevada (Reno) Debtor's Counsel: Alan R. Smith, Esq. THE LAW OFFICES OF ALAN R. SMITH 505 Ridge Street Reno, NV 89501 Tel: (775) 786-4579 E-mail: mail@asmithlaw.com Scheduled Assets: $6,059,375 Scheduled Liabilities: $7,109,662 The Company's list of its 18 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nvb11-53833.pdf The petition was signed by Robert F. Nielsen, general partner. KLN STEEL: Can Use Banco Popular Cash Collateral Until Jan. 13 -------------------------------------------------------------- The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized, in a second interim order, KLN Steel Products Company, LLC, et al. (11-12855) to use cash collateral until Jan. 13, 2012. Banco Popular North America Lender claims a security interest in substantially all of the assets of the Debtors. The Debtors would use the cash collateral to operate their business operations postpetition. The Court set a Jan. 12 final hearing, at 1:30 p.m., on its requested cash collateral use. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the lender a lien upon all of the pre-petition collateral, all of the post-petition collateral, and all of the accounts, subject to carve out on certain expenses. A full-text copy of the order and approved budget is available for free at http://bankrupt.com/misc/KLNSTEEL_CC_order_budget.pdf Shelter Forest International, Inc., in its objection, related that the Debtor has failed to propose in good faith a fair, equitable or indubitable equivalent or adequate protection for the interest of Shelter. By virtue of the sale of specially fabricated materials under Oregon law to Furniture by Thurston, and the improvement of chattel articles, Shelter is a secured creditor. Moreover, Shelter is a critical vendor to Debtor because of Debtor's special and unique need to use the specified and customized materials on projects on which Debtor is obligated to the U.S. Government. Shelter Forest is represented by: Ben L. Aderholt, Esq. Joe Virene, Esq. LOOPER REED & McGRAW, P.C. 1300 Post Oak Blvd., Suite 2000 Houston, Texas 77056 Tel: (713) 986-7000 Fax: (713) 986-7100 About KLN Steel Products Company LLC San Antonio, Texas-based KLN Steel Products Company LLC, Dehler Manufacturing Co. Inc., and Furniture by Thurston manufacture and market high quality furniture for multi-person housing facilities and packaged services for federal government offices and dormitory facilities. They have two manufacturing facilities. One in San Antonio, Texas, which is consolidated and designed to accommodate high volume fabrication of standard and semi-custom steel furniture and casegoods of high quality for colleges and universities, military quarters, and job corps centers, or wherever high quality, long life, low maintenance furniture is essential. The facility includes a manufacturing facility of more than 170,000 square feet capable of producing substantial projects on a timely basis. The second facility is located in Grass Valley, California, with more than 61,000 square feet dedicated to the manufacturing of wood furniture for military and university housing. KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-12855) on Nov. 22, 2011. Dehler (Case No. 11-12856) and Furniture by Thurston (Case No. 11-12858) filed on the same day. Judge Craig A. Gargotta were originally assigned to the KLN and Dehler cases. The Furniture by Thurston case was given to Judge H. Christopher Mott. Judge Mott now oversees all three cases. Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors' counsel. Each of the Debtors estimated assets and debts of $10 million to $50 million. The petition was signed by Edward J. Herman, president. LOCAL SERVICE: Court Approves Settlement Deal With Watson Trustee ----------------------------------------------------------------- Bankruptcy Judge Elizabeth E. Brown approved settlement agreements entered into by Simon Rodriguez, the Chapter 11 trustee for Local Service Corporation, and Jeffrey A. Weinman, the Chapter 7 trustee for the estate of John D. Watson, who owned stock interest in LSC. In 2008, the LSC Estate sued Mr. Watson's spouse, Valdonna asserting fraudulent conveyance claims relating to Mr. Watson's transfer to her of real property in Carbondale, Colorado. The LSC Estate also commenced a separate adversary proceeding against KC Webb Properties, LLC, et al., in which the LSC Estate asserted fraudulent conveyance claims relating to several parcels of real property located throughout Colorado. In 2008, the LSC Estate and the Watson Estate jointly commenced a lawsuit against Blake Industrial Park LLC in which the Plaintiffs asserted fraudulent conveyance claims relating to real property located in Denver, Colorado. In 2009, the Watson Trustee commenced an adversary proceeding against Mrs. Watson in which the Watson Trustee asserted fraudulent conveyance claims relating to three real properties in Breckenridge, Colorado. The LSC Estate obtained a default judgment in the KC Webb Adversary and obtained both real and personal property as a result of that judgment. In the Breckenridge Mountain Estates Adversary, the Court found in Mrs. Watson's favor after a trial on the merits and dismissed the Watson Trustee's claims with prejudice. The Blake Adversary and the Carbondale Adversary are pending. In May 2011, the Trustees entered into a settlement agreement with BIP and its members in which the Trustees agreed to release their claims in the Blake Industrial Adversary and the Carbondale Adversary proceedings in exchange for a portion of the proceeds of the sale by BIP of some of the Blake Industrial Park property at issue in the Blake Industrial Adversary. The Regional Transportation District has agreed to purchase the Blake Property from BIP for $3,020,950. After paying the first deed of trust and other closing costs for the sale of the Blake Property to RTD, the remainder of $1,958,363.69 was placed in escrow pending this Court's resolution of the Trustees' settlement. After payment of an escrow fee, the Trustees agreed to two specified carve-outs before proceeds would be divided between BIP and the Trustees; the first of $50,000 to Mrs. Watson for re- payment of property taxes she had advanced over past years to preserve the Blake Property; and the second of $100,000 to BIP for estimated clean-up costs on the Blake Property before its sale to RTD. After accounting for those carve-out payments, the net proceeds for division in the settlement were $1,804,863. After paying 25% of those net proceeds, or $451,215, to the Watson Estate for the Watson Trustee's interest as a member of BIP, the balance of $1,353,647 is to be, under the Settlement Agreement, split equally between BIP and the Trustees, representing a collective payment of $676,823 to the Trustees. The Trustees agreed to split that amount evenly between the two estates, with each Trustee receiving $338,411.92. If the Settlement Agreement is approved, the Trustees will collectively receive $1,128,039, which represents a payment of $789,627 to the Watson Estate and a payment of $338,411 to the LSC Estate. As a result of those payments, the Trustees will collectively receive 63% of the total net proceeds generated by the sale of the Blake Property to RTD. Alpine Bank is the only creditor who objected to the proposed settlement, arguing that the Trustees had a good probability of prevailing on the fraudulent transfer claims in the Blake Industrial Adversary, and if the Trustees did prevail, they would receive a higher percentage of the money being held in escrow. In addition, Alpine Bank objected to the two carve-outs to which the Trustees had agreed before splitting the proceeds from RTD. In a Dec. 19, 2011 Findings of Fact and Conclusions of Law is available at http://is.gd/ZNlNClfrom Leagle.com, the Court concluded the Settlement Agreement provides the Trustees with compensation that is commensurate with the value of the claims they are releasing under that agreement. The Court also said the Settlement Agreement is in the best interests of the creditors of the LSC and Watson Estates. Local Service Corporation filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 08-15543) on April 25, 2008. In June 2010, the U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11 trustee for the LSC estate. John D. Watson, who held stock interests in LSC, is a debtor in a separate Chapter 7 case. Jeffrey A. Weinman was appointed as the Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D. Colo. Case No. 07-21077) in February 2008. Mr. Weinman became the sole board member of LSC, elected himself President, and was authorized to make decisions for LSC. Creditors substantially overlap in both cases. LOCAL SERVICE: Named as Plaintiff in Suit v. Elbert County ---------------------------------------------------------- Judge Lewis T. Babcock granted the request of various landowners in Elbert County, Colorado, to amend their class action lawsuit against the county's Board of Commissioners to (i) expand the definition of the class and (ii) add Local Service Corporation, through its Chapter 11 bankruptcy trustee, Simon E. Rodriguez, as plaintiff. The Plaintiffs, which include Onyx Properties LLC; Emerald Properties, LLC; Valley Bank and Trust, a Colorado State Bank; and Paul and Shauna Naftel, assert class claims pursuant to Fed. R. Civ. P. 23 for violations of their constitutional rights under 42 U.S.C. Sec. 1983, "including, but not limited to, the Fifth and Fourteenth Amendment" resulting in a taking of property rights by Elbert County without due process of law. The Plaintiffs also assert individual claims under Sec. 1983 for the loss of their individual property rights by Elbert County's enforcement of its allegedly invalid zoning regulations. They seek damages, as well as injunctive relief enjoining Elbert County "from any further use of their invalid Zoning Regulations against" Plaintiffs and all other members of the public. The Plaintiffs seek to expand the proposed class definition from "a class consisting of all persons who have on or after August 28, 1997 (1) submitted an application for an A-1 rezone; and (2) all persons who have had the A-1 provisions of the Zoning Regulations as amended by Wolf (inclusive of the Wolf Maps) and Elbert County enforced against them regarding the A-1 zone" to "all persons who submitted any application under Elbert County's Zoning Regulations and who were subjected to the county's enforcement of any aspect of its Zoning Regulations." Elbert County, in response, said its lack of opposition "should not be construed as a waiver of any of the Defendant's defenses regarding this party's claims." The case is ONYX PROPERTIES LLC, a Colorado Limited Liability Company; EMERALD PROPERTIES, LLC, a Colorado Limited Liability Company; VALLEY BANK AND TRUST, a Colorado State Bank; PAUL NAFTEL, an individual; and SHAUNA NAFTEL, an individual, v. BOARD OF COUNTY COMMISSIONERS OF ELBERT COUNTY; and KENNETH G. ROHRBACH, KAREN L. ROHRBACH, PAUL K. ROHRBACH, and COMPOST EXPRESS, INC., a Colorado Corporation, v. BOARD OF COUNTY COMMISSIONERS OF ELBERT COUNTY, in its official capacity, Civil Case No. 10-cv-01482-LTB- KLM, Consolidated No. w/11-cv-02321-RPM-MJW (D. Colo.). A copy of the Dec. 19, 2011 Order is available at http://is.gd/ZpgVeYfrom Leagle.com. Local Service Corporation filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 08-15543) on April 25, 2008. In June 2010, the U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11 trustee for the LSC estate. John D. Watson, who held stock interests in LSC, is a debtor in a separate Chapter 7 case. Jeffrey A. Weinman was appointed as the Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D. Colo. Case No. 07-21077) in February 2008. Mr. Weinman became the sole board member of LSC, elected himself President, and was authorized to make decisions for LSC. Creditors substantially overlap in both cases. LONGVIEW POWER: S&P Assigns 'B+' Rating to Credit Facilities ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B+' rating to Longview Power LLC's (Longview) $660.2 million in senior secured first-lien credit facilities and raised the rating to 'B+' from 'B' on $612.55 million in existing senior-secured debt. The latter were also removed from CreditWatch, where they were placed with positive implications on May 25, 2011. "We have assigned the '3' recovery rating to the facilities, indicating an expectation of meaningful (50% to 70%) recovery of principal in the event of a payment default. In May 2011, we assigned preliminary ratings to the facilities pending financial close and finalization of ring- fencing legal documents. This rating action follows a review of these documents and also reflects the progress of construction, with the plant achieving substantial completion on Dec. 15, 2011. The outlook on all ratings is negative," S&P said. "This outlook reflects a combination of higher interest rates on the term loans compared with those assumed at the time of the preliminary rating," said Standard & Poor's credit analyst Swaminathan Venkataraman. "But, more importantly," added Mr. Venkataraman, "it reflects the substantially weakened outlook for merchant energy revenues and coal prices. If commodity prices for power and coal realized by the project stay at the level of the current forward curve, we believe Longview can maintain its 'B+' rating. However, downside risks do exist in light of the current global economic conditions or if the project faces start-up troubles in stabilizing operations." The facilities consist of a $450.8 million term loan maturing in 2014, a $499.2 million term loan maturing in 2017 ($100 million in revolving credit facilities maturing in 2013 ($61.8 million) and 2014 ($38.2 million), a $100 million synthetic letter of credit (LOC) facility and a $25 million synthetic revolving facility. All of them carry the same rating and are secured by a first lien on the Longview Power plant, the Mepco coal mine, and all associated contracts. Some of these credit facilities were part of the original financing, such as the 2014 term loan and the secured revolving and LOC facilities, and their 'B' ratings were placed on CreditWatch with positive implications at the time of the preliminary rating assignment on the 2017 term loan. "These ratings are now 'B+'. Also, we are withdrawing our 'B' ratings on the $250 million construction facility and the $350 million delayed draw bank loan, which were part of the original capital structure but which have now been subsumed into the two term loans," S&P said. LOS ANGELES DODGERS: Taps Covington fir Sale of Telecast Rights --------------------------------------------------------------- Los Angeles Dodgers LLC asks the U.S. Bankruptcy Court for the District of Delaware for approval to employ Covington & Burlington LLP as special counsel. Upon retention, the firm will, among other things: a. negotiate on behalf of the Debtors the terms of a potential transaction involving the telecast rights; b. prepare on behalf of the Debtors all necessary transactional documents in connection with a potential transaction involving the telecast rights; and c. perform all other necessary legal services in connection with a potential transaction involving the Telecast Rights as may be requested by the Debtors is deemed necessary or appropriate by Covington (excluding legal services in connection with obtaining this Court's approval of any such media rights deal, which will instead be provided by the Debtors' bankruptcy counsel, Dewey & LeBoeuff LLP) Douglas G. Gibson attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Personnel Rates --------- ----- Lead Attorney $830 Paralegal/non-attorney $275-$940 About Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional Major League Baseball club in the Los Angeles metropolitan area. Frank McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for $330 million. Mr. McCourt also bought the Dodgers Stadium from Fox for $100 million. Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for June 30 and July 1. Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. The petition estimates assets of up to $500 million and debts of up to $1 billion. In its schedules, the LA Dodgers baseball club disclosed $77,963,734 in assets and $4,695,702 in liabilities. LA Real Estate LLC disclosed $161,761,883 in assets and $0 in liabilities. According to Forbes, the team is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox. Judge Kevin Gross presides over the case. Lawyers at Young, Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Public relations specialist Kekst and Company has been hired for crisis support. Covington & Burling LLP serves as special counsel. An official committee of unsecured creditors has been appointed in the case. The panel has tapped Lazard Freres & Co. as financial adviser and investment banker, and Morrison & Foerster LLP and Pinckney, Harris & Weidinger, LLC as counsel. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection. The reorganization is being financed with a $150 million unsecured loan from the Commissioner of Major League Baseball. The loan gives the Commissioner few of the controls lenders often demanded from bankrupt companies. MAYAN PROPERTIES: Case Summary & 8 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Mayan Properties 16000 Ventura Boulevard, Suite 600 Encino, CA 91436 Bankruptcy Case No.: 11-29238 Chapter 11 Petition Date: December 19, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Matthew Q. Callister, Esq. CALLISTER & ASSOCIATES 823 Las Vegas Boulevard S, Suite 500 LAS VEGAS, NV 89101 Tel: (702) 385-3343 Fax: (702) 385-2899 E-mail: mqc@call-law.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its eight largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nvb11-29238.pdf The petition was signed by John Dolmayan, managing member. MCJUNKIN RED: S&P Affirms 'B' Corporate; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Houston-based McJunkin Red Man Corp. to stable from negative. "We also affirmed our ratings on McJunkin, including the 'B' corporate credit rating," S&P said. "In addition, we affirmed the 'B-' issue-level rating on the company's senior secured notes due 2016. The '5' recovery rating on the notes, indicating our expectation of modest (10%-30%) recovery in the event of a payment default, remains unchanged," S&P said. "The 'B' corporate credit rating on North American steel distributor McJunkin reflects what we consider the combination of its 'aggressive' financial risk profile and 'weak' business risk profile (as defined in our criteria)," explained Standard & Poor's credit analyst Fred Ferraro. "Our assessment of its aggressive profile reflects the company's relatively high debt to EBITDA, thin interest coverage, and minimal free cash flow through the end of 2012. Its weak business risk profile, in our view, reflects its exposure to a highly fragmented and competitive industry with cyclical end markets; volatile steel prices; and relatively slow inventory turnover, which can hurt profitability in periods of rapidly rising or falling prices. Still, the company does maintain geographic and customer diversity, a highly variable cost structure and a large maintenance, repairs, and operations (MRO) revenue base, which, in our view, is a more stable source of cash flow." "The revision of the outlook to stable reflects our expectation that McJunkin's near-term operating performance will continue to slowly improve," added Mr. Ferraro, "as a recovery in some of its end markets, particularly the North American upstream and midstream markets, takes hold." "However, the combination of potentially rising steel costs and a highly competitive market could hinder the company from passing increases on to customers and compress margins, although we do not expect this to happen in the near term." "The rating outlook is stable. We expect that McJunkin's operating performance will benefit from an improving energy sector end markets, resulting in credit metrics remaining at a level we would consider in line with the 'B' rating given its weak business risk profile. Specifically, we expect EBITDA to approximate $325 million to $350 million in 2012, resulting in debt leverage of less than 4.5x and liquidity and FFO to adjusted debt of about 15%," S&P said. "We may take a positive rating action in the near term if earnings improve faster than we currently anticipate due to a greater-than- expected rebound in demand, resulting in credit metrics improving to a level we consider more in line with a higher rating, with leverage declining to below 4x," S&P said. "We would consider lowering the rating if end-market demand unexpectedly deteriorates, resulting in weaker-than-expected operating performance and deterioration in credit metrics such that leverage would exceed 5x. This could occur if energy prices drop precipitously and a sharp decline in the rig counts follows," S&P said. MEDSCI DIAGNOSTICS: Court OKs Employment of Damages Expert ---------------------------------------------------------- MedSci Diagnostics, Inc., sought and obtained permission from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Ramon J. Cao Garcia, Phd., of Asesoria Y Consulta, Inc. as expert in damages. MedSci has chosen Dr. Cao and his firm because the financial intricacies of this case warrant an in-depth analysis beyond the knowledge and expertise held by the average economist. Dr. Cao is well qualified to perform the intricate, in-depth work required in this case. MedSci wishes to retain this firm for statistical analysis of economic damages resulting from loss of economic opportunities and diminished business reputation, which will help to demonstrate the losses incurred by MedSci as a result of its contract with the State Insurance Fund. The firm's hourly rates are: Personnel Rates --------- ----- Ramon J. Cao Garcia, Ph.D. $150 Jose J. Cao Alvira, Ph.D. $125 Staff $50 This firm requires a retainer of $5,000, out of which invoiced fees and out of pocket expenses will be deducted until the retainer is exhausted. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About MedSci Diagnostics San Juan, Puerto Rico-based MedSci Diagnostics, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 10-04961) on June 6, 2010. Edgardo Munoz, Esq., at Edgardo Munoz, PSC, serves as counsel to the Debtor. The Company disclosed US$57,900,732 in total assets and US$6,770,211 in total liabilities in its schedules. MONEY TREE: Files List of 20 Largest Unsecured Creditors -------------------------------------------------------- The Money Tree Inc. filed with the Bankruptcy Court a list of its 20 largest unsecured creditors, disclosing: Entity Nature of Claim Amount ------ --------------- ------ John N. McLendon Unsecured Note $1,212,932 137 Pye Pond Road Leesburg, GA 31763 John H. Edgeman Unsecured Note $703,807 PO Box 1539 Rocky Face, GA 30740 Henry Flournoy Unsecured Note $684,493 105 Pirates Cove St. Simons Island, GA 31522 Pink Swink Jr Unsecured Note $652,703 796 North Etowah Drive Canton, GA 30114 Irvin M. Teall Unsecured Note $617,388 2010 Burl Lane Road Iron City, GA 39859 Maxine Teall Unsecured Note $616,415 2010 Burl Lane Road Iron City, GA 39859 FTC of Onaga Unsecured Note $598,130 f/b/o William D. Bragg 121 Greenwood Drive Warner Robins, GA 31093 Catherine T. Brown Unsecured Note $519,504 2289 Brockton Loop Jefferson, GA 30549 Eddie Holley Jr Unsecured Note $510,061 PO Box 2532 Ashburn, GA 31714 Reine Cornelison Unsecured Note $495,700 1108 Brookwood Lane 36 Dalton, GA 30720 Vivian Carson Unsecured Note $464,808 2080 Hwy 326 Carnesville, GA 30521 FTC of Onaga Unsecured Note $412,111 f/b/o L.F. Hendricks 27 Parkers Mill Road Buena Vista, GA 31803 Jimmy R. Sears Unsecured Note $406,961 210 Waters Road Brunswick, GA 31523 Charles M. Knowles Unsecured Note $400,402 1206 Workmore Milan Road McRae, GA 31055 Yeoma W. Elliott Unsecured Note $396,214 c/o Brenda Pollock 217 Ruth Drive Bainbridge, GA 39817 Kenneth Flammang Unsecured Note $394,762 2768 Waters Edge Drive Gainesville, GA 30504 Clyne Carson Unsecured Note $389,614 8730 Athens Road Carnesville, GA 30521 Kathleen Villyard Unsecured Note $387,268 4535 Green Hill Road Gainesville, GA 30506 Jacqueline L. Mathews Unsecured Note $386,888 195 Little River Lane Moultrie, GA 31788 Clara Sue Brimlow Unsecured Note $385,830 64 Steeplechase Drive Newnan, GA 30263 About Money Tree Bainbridge, Georgia-based The Money Tree Inc. -- http://www.moneytreeinc.com/-- operates a network of lending branches across the Southeast, concentrated in Georgia, Florida and Alabama. The Company and four affiliates filed for Chapter 11 bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on Dec. 16, 2011. The other debtor-affiliates are Small Loans, Inc., The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc., and The Money Tree of Georgia of Georgia Inc. Judge William R. Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr. Max A. Moseley, Esq. -- mmoseley@bakerdonelson.com -- at Baker Donelson Bearman Caldwell & Berkow, P.C., serves as the Debtors' counsel. The Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as restructuring advisors. Money Tree's consolidated balance sheet reported $34,859,189 in assets, $92,655,010 in liabilities, and $57,795,821 in total stockholders' deficit. The petitions were signed by Biladley D. Bellville, president. The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is not a party to the bankruptcy filing and intends to operate its business in the ordinary course. MSX INTERNATIONAL: Moody's Lowers Corp. Family Rating to 'Caa3' --------------------------------------------------------------- Moody's Investors Service downgraded MSX International, Inc.'s corporate family rating to Caa3 from Caa2, the probability of default rating to Caa3 from Caa2, and the rating on the $205 million 12.5% senior secured notes due 2012 issued by MSX International Business Services France, SAS, MSX International UK PLC, and MSX International GmbH to Caa2 from Caa1. The ratings outlook remains negative. RATINGS RATIONALE The downgrade reflects the pending maturity of the senior secured notes on April 1, 2012. While Moody's acknowledges material improvements in MSX's operating performance, these improvements may not be sufficient to accommodate a refinancing of the company's capital structure given the short time-frame. Any executed refinancing plan that involves some form of a distressed exchange, such as extending the maturity date of the notes or converting a portion of debt to equity, Moody's could deem a limited default. MSX's Caa3 CFR reflects significant refinancing risk, high leverage, and weak interest coverage. However, the CFR derives limited support from the company's improved operating performance supported by a recovery in the global automotive industry. The negative outlook reflects uncertainty over MSX's ability to refinance its debt maturities given its high leverage, uncertain credit markets, and time constraints. Moody's could downgrade the ratings if MSX defaults on the senior secured notes. A bankruptcy filing or any action perceived as a distressed exchange could also result in a ratings downgrade. The ratings could be upgraded if MSX can timely refinance its debt maturities or execute a debt restructuring that improves credit metrics and liquidity on a sustained basis. The principal methodology used in rating MSX International, Inc. was the Global Business & Consumer Service Industry Rating Methodology Industry 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 Warren, Michigan, MSX International, Inc. is a global provider of outsourced integrated business solutions, focused primarily on warranty management, dealer process improvement, and human capital solutions, to automobile and truck OEMs, dealers, suppliers, and ancillary service providers in Europe, the Americas and Asia-Pacific. NASH FINCH: Moody's Raises Corporate Family Rating to 'Ba3' ----------------------------------------------------------- Moody's Investors Service upgraded Nash Finch Company's debt ratings, including its corporate family and probability of default ratings to Ba3 from B1, and its convertible senior subordinated notes to B2 from B3. At the same time, Moody's assigned a first time speculative grade rating of SGL-2. The outlook is stable. "The upgrade acknowledges Nash Finch's track record of maintaining solid credit metrics through the recession and through its recent customer losses" said Moody's analyst Mariko Semetko. Nash Finch's revenues have been declining mainly due to customer losses over the past year. While Nash Finch's revenues are still soft, the rate of decrease has moderated over the recent quarters as the company anniversaries the customer losses. The company has consistently reported strong credit metrics, with debt/EBITDA in the mid-3.0 times range and EBITA/interest expense in the high 2.0 times range through the recession. These metrics have only slightly deteriorated despite customer losses over the past year that led to sales declines. Ratings upgraded: - Corporate Family Rating to Ba3 from B1; - Probability of Default Rating to Ba3 from B1; - $322 million convertible senior subordinated notes due 2035 to B2 (LGD6, 92%) from B3 (LGD6, 92%) Ratings Assigned: - Speculative Grade Liquidity Rating of SGL-2 RATINGS RATIONALE Nash Finch's Ba3 corporate family rating reflects its relatively stable and solid credit metrics. With relatively low volatility and limited vulnerability to changes in economic conditions, the company's military distribution segment has provided some offset to weakness in its food distribution and retail segments, although at a lower gross profit margin. At the same time, Nash Finch's ratings also reflect the high competition in the grocery retailing and food distribution segments and low margins common to the grocery industry. The speculative grade liquidity rating of SGL-2 denotes good liquidity, and is supported by Moody's expectation of positive free cash flow over the next twelve months and availability under Nash Finch's new $520 million asset based revolving credit facility due in 2016. The ABL size was increased from $340 million to $520 million on December 21, 2011 to allow the company to use revolver drawings to retire its subordinated convertible notes on the put and call date in March 2013. The stable outlook reflects the expectation that the company will maintain solid credit metrics, good liquidity and conservative financial management. An upgrade is unlikely in the near term given the highly competitive nature of the industry, thin margins typical of a grocery distributor, and the fragile consumer spending environment. An upgrade would require revenue growth and credit metric improvements while maintaining good liquidity including generating positive free cash flow. Conversely, the rating could be downgraded should revenue levels not stabilize or should credit metrics or liquidity erode through material debt-funded acquisitions, dividends or share repurchases. Specific credit metrics include debt/EBITDA sustained above 4.0 times or EBITA/interest expense sustained near 2.0 times. Nash Finch'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 Nash Finch's core industry and believes Nash Finch'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. Nash Finch, headquartered in Edina, Minnesota, reports three operating segments: military food distribution, food distribution, and retail supermarkets. The military distribution segment (nearly half of revenues) provides the company with a unique source of stability during volatile economic times. The food distribution segment distributes groceries to retailers, including Nash Finch's own 46 supermarkets that are primarily located in the Upper Midwest of the United States. Revenues for the 12 months ending October 8, 2011 were approximately $4.8 billion. NATIONAL GRAPHICS: Files Schedules of Assets and Liabilities ------------------------------------------------------------ National Graphics, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Wisconsin its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $286,698 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,012,001 E. Creditors Holding Unsecured Priority Claims $7,298 F. Creditors Holding Unsecured Non-priority Claims $4,906,887 ----------- ----------- TOTAL $286,698 $5,926,187 National Graphics, Inc. filed a Chapter 11 petition (Bankr. E.D. Wisc. Case No. 11-36818) on Nov. 7, 2011 in Milwaukee, Wisconsin, Leonard G. Leverson, Esq. at Leverson & Metz S.C. in Milwaukee, Wisconsin serves as counsel to the Debtor. The Debtor estimated up to $50 million in assets and up to $10 million in liabilities. NEWROC MOTORCYCLES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: NewRoc Motorcycles, LLC 8 Industrial Lane New Rochelle, NY 10805 Bankruptcy Case No.: 11-24438 Chapter 11 Petition Date: December 19, 2011 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Jonathan S. Pasternak, Esq. RATTET PASTERNAK, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 E-mail: jsp@rattetlaw.com Scheduled Assets: $1,000,001 to $10,000,000 Scheduled Debts: $500,001 to $1,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by John A. Meskunas, managing member. NORMAN REGIONAL: S&P Affirms 'BB+' Rating on Bonds -------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to positive from stable and affirmed its 'BB+' long-term rating on Norman Regional Hospital Authority (NRHA), Okla.'s series 2007 revenue and refunding bonds and series 2005 and 2002 bonds issued on behalf of Norman Regional Health System (NRHS). "The positive outlook reflects our assessment of NRHS' return to profitability in fiscal 2011, liquidity improvement with sustained improvement in operations through the first four months of fiscal 2012 ended Oct. 31, and our expectation that operations will likely continue to be positive based on performance that is ahead of budgeted expectations for fiscal 2012," said Standard & Poor's credit analyst Meggi McNamara. "In addition, management has indicated that it expects to receive additional revenues from the Supplemental Hospital Offset Payment Program (SHOP), which is Oklahoma's upper payment limit program, and from the expansion of some service lines," said Ms. McNamara. Standard & Poor's believes a higher rating is precluded by: Decreased discharges in fiscal 2011 and through the interim period although this has been somewhat offset by an increase in outpatient visits; A cash to long-term debt ratio that is weak for the rating; and The relative proximity of Oklahoma City-based hospitals, which historically account for approximately 30% of the discharges originating from Cleveland, McClain, and Garvin counties that make up most of NRHS' service area. Standard & Poor's believes a higher rating is likely over the outlook period if NHRS is able to maintain operations at near or current levels with operating margins in the 3% range, debt service coverage of 2.5x, and ongoing growth of liquidity leading to an improved cash to long-term debt ratio that is closer to 60%. Though not expected, Standard & Poor's could consider a negative rating action if NHRS does not meet budgeted expectations, operations decline from current levels, or if cash decreased to 2010 levels or below. NORTH AMERICAN ENERGY: S&P Affirms 'BB' Rating on Securities ------------------------------------------------------------ Standard & Poor's Rating Services revised the outlook on North American Energy Alliance LLC (NAEA) to positive from stable. "At the same time, we affirmed our 'BB' rating on NAEA's $545 million first-lien securities, which include $425 million in first-lien term loans ($313 million outstanding), an $80 million letter of credit (LOC) facility, and a $40 million revolving facility. The term loan matures in 2015, while the LOC facility and revolver mature in 2013. At the same time, we affirmed the 'B+' rating on NAEA's $205 million second-lien notes due 2016," S&P said. "The positive outlook on NAEA reflects a projected balance of $200 total debt per kW at term loan maturity. This lessens refinancing risk in our view. The remaining variability in gross margin will be a function of merchant revenue and operating expenses," S&P said. "If the project has weaker gross margins or higher operating expenses that places the total debt balance at maturity above $200/kW we will return the outlook to stable," said Standard & Poor's credit analyst Theodore Dewitt. "Also, if the next one or two capacity auctions suggest that capacity prices will remain volatile, which in our view would increase refinancing risk, we could return the outlook to stable. If operating stress and market exposure significantly slow the place of amortization below our expectations we could lower the rating. Alternatively, if the project can reduce the project debt balance below our current expectations, we could raise the rating," S&P said. PECAN SQUARE: Wants Access to Wells Fargo's Cash Collateral ----------------------------------------------------------- Pecan Square, Ltd., asks the U.S. Bankruptcy Court for the Northern District of Texas for authorization to use the cash collateral in which Wells Fargo Bank, N.A., asserts an interest. The Debtor owns and operates an existing 357,000 square foot (440 unit) multi-family residential complex, an apartment building, located at 3535 Webb Chapel Extension, Dallas, Texas. The property generates income that may constitute the cash collateral of Wells Fargo Bank, as trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-CIBC16, Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC16, the holder of the first lien against the property. The Debtor will use the cash collateral to fund its business operations postpetition. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant Wells Fargo replacement lien and similar protections commonly afforded secured creditors whose cash collateral is being utilized. The Debtor will also make monthly payments of prepetition non-default interest, in the approximate amount of $46,000. The Debtor relates that in an e-mail dated Nov. 30, 2011, from Richard London, counsel of Wells Fargo, he requested additional information and indicated that Wells Fargo might consent to the use of the cash collateral. He also permitted the Debtor to pay employees whose paychecks are due Dec. 1. About Pecan Square, Ltd. Dallas, Texas-based Pecan Square, Ltd., filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 11-37391) on Nov. 22, 2011. Bankruptcy Judge Barbara J. Houser presides over the case. Illyssa Iona Fogel, Esq., at the Law Office of Illyssa I. Fogel represents the Debtor in its restructuring effort. The Debtor disclosed $12,566,634 in assets and $10,772,566 in liabilities as of the Chapter 11 filing. The Company did not file a list of creditors together with its petition. The petition was signed by Barry S. Nussbaum, president of managing corporation. On March 31, 2011, the Debtor filed its voluntary petition (Bankr. Case No. 11-05359) before the Hon. Laura S. Taylor of the San Diego Bankruptcy Court. On Oct. 17, 2011, the Court dismissed the Chapter 11 case. PEGASUS RURAL: Has Final OK to Incur $3MM Loan from Xanadoo Co. --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized, on a third interim basis, Pegasus Rural Broadband, LLC, et al., to: 1. obtain secured postpetition financing in the aggregate amount of $3,000,000 pursuant to the DIP loan documents entered among Xanadoo Spectrum, LLC, et al., and Xanadoo Company; 2. grant the DIP lender priority liens and security interests in substantially all of the Debtors' assets, which liens will be junior and subordinate in all rights and respects to the prepetition secured parties' prepetition liens and security interests in the Debtors' assets, superpriority administrative expense claims to the DIP lender, subject to carve out on certain expenses; and 3. use the cash collateral. The prepetition indebtedness includes, but is not limited to, at least $51,964,000 in outstanding principal and accrued interests plus fees. BPC AS LLC filed a limited objection to the Debtors' motion for an order authorizing secured postpetition DIP financing and the use of the secured parties cash collateral. BPC related that it does not object to an additional extension of the DIP loan on a junior basis provided that: (a) this is the final extension of the DIP loan; (b) the Debtors commit to file a plan by Feb. 7, 2011; and that the deadline cannot be waived without the consent of the DIP Lender and BPC; and (c) all administrative claims are paid currently. BPC, is collateral agent for the holders of the 12.5% Senior Secured Promissory Notes and Warrants issued by the Debtors and secured by liens and security interests in substantially all of the Debtors assets, BPC is represented by: Mark Shinderman, Esq. Haig M. Maghakian, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017-5735 Tel: (213) 892-4000 Fax: 213-629-5063 E-mail: mshinderman@milbank.com hmaghakian@milbank.com - and - Ricardo Palacio, Esq. Karen B. Skomorucha, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 Tel: (302) 654-1888 Fax: (302) 654-2067 E-mail: rpalacio@ashby-geddes.com About Pegasus Rural Broadband Pegasus Rural Broadband, LLC, and its affiliates, including Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11772) on June 10, 2011. The Debtors are subsidiaries of Xanadoo Company, a 4G wireless Internet provider. Xanadoo Co. was not among the Chapter 11 filers. The subsidiaries sought Chapter 11 protection after they were unable to restructure $52 million in 12.5% senior secured promissory notes that matured in May. The notes are owing to Beach Point Capital Management LP. Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless high-speed broadband service, including digital phone services, under the Xanadoo brand utilizing licensed frequencies in the 2.5 GHz frequency band. As of May 31, 2011, XLC served 12,000 subscribers in Texas, Oklahoma and Illinois. In the summer of 2010, the Debtors closed all of their retail stores and kiosks in its six operating markets and severed all fulltime sales personnel. Since the closings, the Debtors relied one key retailer in each market to serve as local point of presence to market customer transactions. Judge Peter J. Walsh presides over the case. Rafael Xavier Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware, serve as counsel to the Debtor. NHB Advisors Inc. is their financial advisors. Epiq Systems, Inc., is the claims and notice agent. Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each estimated assets of $100 million to $500 million and debts of $50 million to $100 million. The Chapter 11 filing followed the maturity in May 2011 of almost $60 million in secured notes owing to Beach Point Capital Management LP. After filing for bankruptcy, the Debtors faced an effort by the agent for secured noteholders to appoint a trustee or dismiss the case. The agent contended that on the eve of bankruptcy, Xanadoo created a new intermediate holding company to hinder and delay creditors by taking over ownership of the operating companies. The Debtors called the trustee motion a distraction that hindered them from moving the case more quickly. On Oct. 14, 2011, the Court denied the motion to dismiss the Chapter 11 case of Xanadoo Spectrum, LLC, and to appoint a Chapter 11 trustee for Xanadoo Holdings, Inc., Pegasus Rural Broadband, LLC, Pegasus Guard Band, C, and Xanadoo LLC. PENSON WORLDWIDE: S&P Lowers Counterparty Credit Rating to 'B-' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its counterparty credit rating on Penson Worldwide Inc. to 'B-' from 'B+' and its rating on the second-lien secured debt to 'CCC+' from 'B'. "At the same time, we placed all of the ratings on CreditWatch with negative implications," S&P said. "The downgrade reflects our opinion that Penson's inability to sell its U.K. operations, coupled with the looming maturity of its revolving bank line and our expectation for continued losses, will stress the firm's liquidity and debt service capacity," said Standard & Poor's credit analyst Robert Hoban. The company continues to report operating losses and is unable to draw additional funds from its current revolver. As a result, it is reliant on asset sales, dividends from the brokerage subsidiary, and cash at the holding company to meet debt service and other holding company obligations. Free cash at the holding company is insufficient to meet its operating expenses and the March 30, 2011, repayment of the revolving bank line. Penson has been able to support its debt service obligations with dividends from its U.S. brokerage subsidiary, which remain well in excess of its minimum regulatory capital requirements. "However, we believe there is a limit to the amount of dividends it can take given the need to maintain good relations with regulators and clients," S&P said. "The company recently sold its Australian operations, which generated $33 million in free cash, and announced efforts to sell its larger Canadian business. If Penson cannot rapidly close its U.K. operations and the sale of its Canadian unit, we believe that will severely constrain the firm's debt service capacity and liquidity. Even if these conditions are met, we believe the firm's debt service capacity and liquidity will remain weak given our expectation for operating losses for the next several quarters," S&P said. "Our ratings on Penson reflect our opinion that its financial profile is strained and its institutional brokerage clearing franchise has weakened. We also believe the company's high operating leverage and risk management are weaknesses to the ratings," S&P said. "Given our expectation for interest rates to remain low, clients' trading volumes will be the driver of revenue. We believe that Penson's prolonged restructuring efforts could make it difficult for the firm to grow client transaction volumes and could lead to client defections. In addition, the company's sale of its Australian and Canadian operations will concentrate its business in the very competitive U.S. market," S&P related. "The CreditWatch negative reflects our expectation that in the absence of the rapid wind-down of its U.K. operations and closing of the sale of its Canadian unit, the firm's debt service capacity and liquidity will be constrained," said Mr. Hoban. "If the firm is able to meet all the above conditions and put in place a new accessible revolving credit facility before March 30, 2012, we could affirm the ratings. If Penson is unable to achieve all this, we likely would lower the rating by one to two notches, depending on the cash-burn rate at the holding company and our updated expectations for the brokerage subsidiary's dividend capacity. In addition, we would lower the rating if the company suffers material client defections or if liquidity deteriorates to the point that it impairs Penson's ability to fund its U.S. clearing business." PHH CORP: S&P Cuts Long-Term Issuer Credit Rating to 'BB-' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term issuer credit rating on PHH Corp. to 'BB-' from 'BB+'. "We also lowered our rating on the company's senior unsecured debt to 'BB-' from 'BB+'. At the same time, we removed the ratings from CreditWatch, where they were placed with negative implications on Dec. 19, 2011. The outlook is negative," S&P said. "The rating action reflects our view that PHH's historically high unsecured funding costs have reduced its financial flexibility to repay upcoming debt maturities, including $423 million of unsecured debt maturing in March 2013," said Standard & Poor's credit analyst Rian Pressman. "(We believe that PHH has adequate liquidity to repay its $249 million in convertible notes due in April 2012.)" "We expect that PHH will execute a clear strategy in the coming months to repay senior unsecured debt maturities due in 2013 and put in place adequate sources of liquidity for the future. We expect a component of this could include the extension of its corporate revolver beyond one year," said Mr. Pressman. "By our calculations, PHH will be unable to repay its $423 million of unsecured debt maturing in March 2013 exclusively from free corporate cash flows," S&P said. S&P believes PHH's options include: Raising additional funds in the capital markets; Selling or securing unencumbered assets, including its $1.2 billion of mortgage-servicing rights; and Reducing correspondent mortgage originations. "On Dec. 12, PHH raised $100 million in debt by upsizing its senior unsecured notes due in 2016. We believe proceeds from this issuance, as well as other corporate cash and availability under its committed credit facility, will provide the company with liquidity to repay $249 million of convertible notes due in April 2012. PHH's committed credit facility of $525 million has an initial termination date of February 2012. The company can extend it for an additional year provided certain conditions are met, including the payment of extension fees and the maintenance of minimum liquidity of $250 million. (Minimum liquidity, as defined in the agreement, is the sum of unrestricted cash plus available capacity under the facility, less the unpaid balance of the 2012 convertible notes.) However, unless the revolver is extended for more than one year, it will not be available as a source of repayment for the company's $423 million of unsecured debt," S&P said. "The negative outlook reflects PHH's reduced financial flexibility, which we believe could limit its options to repay senior unsecured debt maturities coming due in March 2013. It also reflects uncertainty in the U.S. residential mortgage market, which we believe has contributed to PHH's historically high unsecured funding costs. This includes uncertainty pertaining to origination levels, pricing trends, and home values, as well as government officials' heightened attention to mortgage-servicing practices. We may lower the rating by one notch or more if management is unable to execute a clear strategy in the coming months to repay senior unsecured debt maturing in 2013 and put in place adequate sources of liquidity to meet the business' future needs," S&P said PHH MORTGAGE: S&P Affirms Above Average Rankings as Servicer ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its ABOVE AVERAGE rankings on PHH Mortgage Corp. (PHH) as a residential mortgage primary and subordinate-lien servicer. "We also affirmed our ABOVE AVERAGE subrankings for management and organization and loan administration. The outlook for the overall ranking is stable," S&P said. Key Ranking Factors Strengths: PHH has adjusted its internal policies and procedures to reflect the changing mortgage environment; PHH has extremely experienced staff with minimal turnover; PHH has increased its servicing portfolio while its peers have decreased their portfolios. PHH indicated that it has practices and controls in place to ensure that the affidavits regarding the foreclosure actions it signs are accurate. Weaknesses: "We do not believe PHH has been as proactive as some of the other servicers we rank in their technology investment and the adjustment of processes to manage increasing loan-level default issues," S&P said. "We placed out 'BB+/B' ratings on PHH Corp. the servicer's parent, on CreditWatch with negative implications on Dec. 19, 2011, while we reassess the company's liquidity position and financial flexibility," S&P said. "The rankings reflect our opinion of the mortgage company's stable, tenured, and very experienced senior executive and middle management teams, a high degree of training, and sound internal controls and risk management," S&P said. PHH indicated that it has practices and controls in place to ensure that the affidavits regarding the foreclosure actions it signs are accurate. PHH also represents that it has not outsourced foreclosure documentation. Only a select group of managers within PHH have authority to sign foreclosure documentation. PHH has indicated that it found no cases in which it initiated a foreclosure when a customer was not in default or without documentation showing that it had the authority to foreclose. "With respect to loss mitigation, we believe that PHH effectively provides a balance between optimizing investors' interests and keeping borrowers in their homes. PHH offers various alternatives to foreclosure, including disposition strategies (such as short sales) and retention alternatives (including several modification programs)," S&P said. PHH's process is enhanced by its loss mitigation software. The company's software package appears to provide loan counselors with all options for loss mitigation options that are allowed under the pooling and servicing agreements that govern securitizations backed by the loans the company services. PHH services more than 90% of the subordinate liens in its portfolio for private clients. Additionally, PHH's portfolio of second mortgages, home equity loans, and home equity lines of credit grew last year. Outlook The outlook for the rankings is stable. PHH continues to invest in infrastructure and technology enhancements that provide risk management methodologies and servicing efficiencies. PHH has positioned itself to provide quality servicing of residential mortgage-backed securities collateralized by prime and second-lien loans and has added to its servicing portfolio as a result of opportunities in the current mortgage environment PITTSFIELD RESIDENTIAL: Bankr. Court Recommends Default Judgment ---------------------------------------------------------------- Bankruptcy Judge John H. Squires recommended to the District Court that a final default judgment be entered declaring Wells Plumbing & Heating Supply, Inc.'s claim against Pittsfield Residential II LLC invalid after Wells failed to answer or otherwise plead after being served with Pittsfield's Complaint on Nov. 14, 2011. The case is PITTSFIELD RESIDENTIAL II, LLC, v. WELLS PLUMBING & HEATING SUPPLY, INC., Adv. Proc. No. 11-02141 (Bankr. N.D. Ill.). A copy of Judge Squires' Dec. 20, 2011 Proposed Findings of Fact, Conclusions of Law and Recommendations of the Bankruptcy Court With Respect to Entering Default Judgment is available at http://is.gd/HKl5mxfrom Leagle.com. Miami Beach, Florida-based Pittsfield Residential II LLC owns real property at 55 E. Washington St., Floors 9-12, in Chicago, Illinois. Pittsfield Residential II filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 11-34051) on Aug. 29, 2011. The case was assigned to Judge Robert A. Mark. Daniel Morman, Esq. -- dmorman@bellsouth.net -- served as the Debtor's counsel. Pittsfield Residential II scheduled $9,491,118 in assets and $12,535,032 in debts. The petition was signed by Robert Danial, manager. The Chapter 11 case was transferred to the U.S. Bankruptcy Court for the Northern District of Illinois and assigned Case No. 11-42072 on Oct. 6, 2011. PRECISION OPTICS: A. Schumsky Extends Note Maturity to Jan. 31 -------------------------------------------------------------- Precision Optics Corporation, Inc., on June 25, 2008, entered into a Purchase Agreement, as amended on Dec. 11, 2008, with certain accredited investors pursuant to which the Company sold an aggregate of $600,000 of 10% Senior Secured Convertible Notes. The Investors amended the Notes on several dates to extend the "Stated Maturity Date" of the Notes. On Dec. 15, 2011, one of the Investors, Arnold Schumsky, further amended his remaining Note to extend the "Stated Maturity Date" to January 31, 2012. On Dec. 15, 2011, the Company repaid Special Situations Fund III QP, L.P., a principal repayment of $275,000 and accrued interest of $95,486, for a total of $370,486. On Dec. 15, 2011, the Company repaid Special Situations Private Equity Fund, L.P., a principal repayment of $275,000 and accrued interest of $95,486, for a total of $370,486. The Notes held by Special Situations Fund III QP, L.P., and Special Situations Private Equity Fund, L.P., have been satisfied in full and the obligations thereunder have been terminated. About Precision Optics Headquartered in Gardner, Massachusetts, Precision Optics Corporation, Inc., has been a developer and manufacturer of advanced optical instruments since 1982. The Company designs and produces high-quality micro-optics, medical instruments and other advanced optical systems. The Company's medical instrumentation line includes laparoscopes, arthroscopes and endocouplers and a world-class product line of 3-D endoscopes for use in minimally invasive surgical procedures. The Company reported a net loss of $1.05 million on $2.24 million of revenue for the fiscal year ended June 30, 2011, compared with a net loss of $660,882 on $3.09 million of revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $2.82 million in total assets, $2.01 million in total liabilities, all current, and $815,809 in total stockholders' equity. As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in Westborough, Mass., expressed substantial doubt about Precision Optics' ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted that the Company has suffered recurring net losses and negative cash flows from operations. PREMIER COACHES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Premier Coaches, Inc. 84 Steeple Court Germantown, MD 20874 Bankruptcy Case No.: 11-34478 Chapter 11 Petition Date: December 16, 2011 Court: U.S. Bankruptcy Court District of Maryland (Greenbelt) Judge: Wendelin I. Lipp Debtor's Counsel: Terence Brian Garvey, Esq. 839C Quince Orchard Boulevard Gaithersburg, MD 20878 Tel: (301) 948-1227 Fax: (301) 948-0002 E-mail: tgarveylaw@comcast.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Tyrone Blackman, president. PREMIER DIGITAL: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Premier Digital Equipment Services, Inc. 723 Seventh Avenue, 6th Floor New York, NY 10019 Bankruptcy Case No.: 11-15765 Chapter 11 Petition Date: December 16, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Martin Glenn Debtor's Counsel: Michael A. King, Esq. LAW OFFICE OF MICHAEL A. KING 41 Schermerhorn Street Box 228 Brooklyn, NY 11201 Tel: (718) 240-0135 Fax: (718) 605-8855 E-mail: romeo1860@aol.com Scheduled Assets: $692,000 Scheduled Debts: $1,400,000 The Company's list of its two largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nysb11-15765.pdf The petition was signed by Sanford Schneiderman, vice president. PURSELL HOLDINGS: Plan Confirmation Hearing Slated for Jan. 13 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Missouri will convene a hearing on Jan. 13, 2012, at 9:30 a.m., to consider the confirmation of Pursell Holdings, LLC's Chapter 11 Plan. Any objections and ballots accepting or rejecting the Plan are due Jan. 9. At the hearing, the Court will also consider the Debtor's motion to use cash collateral of Metcalf Bank. As reported in the Troubled Company Reporter on Oct. 28, 2011, under the plan, administrative expenses and other allowed claims will be treated in a manner consistent with the requirements of the Bankruptcy Code. The holders of secured allowed claims, are classified separately within Classes 1 through 12. The holders of unsecured allowed claims with priority are classified separately within Class 13. The holders of general unsecured Allowed Claims are classified as Class 14. The holders of contingent, unliquidated secured Claims are classified as Class 15. The Claims by the equity owners of the Debtor are classified as Class 16 claims. These holders will receive the treatment specified for such Classes in the Plan. The Debtor will execute the Plan through a continuation of its operations as contemplated under the Plan. The operation of the Debtor's commercial leasing business is expected to generate sufficient operating revenue to pay all secured Allowed Claims over an extended period of time in accordance with the Plan, to pay allowed administrative claims, and to pay the proposed dividend to unsecured Allowed Claims in accordance with the Plan. The Debtor's Agreements with Morrill & Janes Bank, Bank Liberty, and Pony Express Bank provide for the orderly liquidation of its remaining residential real estate holdings without further burdening the Debtor's commercial leasing business. The Debtor's only remaining real estate will be commercial property. The Debtor will continue to retain its membership interest in North River Holding, LLC, but it has not guaranteed its debt and has no obligation to make capital contributions under its membership agreement. The separation of the residential development business from the remaining commercial real estate leasing business should allow the Debtor to ultimately regain its financial footing. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/PURSELL_disclosurestatement.pdf About Pursell Holdings Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on March 10, 2011. Frank Wendt, Esq., Brown & Ruprecht, P.C., serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $12,204,248 in assets and $23,382,741 in debts. Affiliate Damon Pursell Construction Company filed a separate Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on Sept. 15, 2010. The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102 has not been appointed because an insufficient number of persons holding unsecured claims against Pursell Holdings LLC have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest develop among the creditors. The Debtor's proposed Plan of reorganization was filed on Oct. 3, 2011. QUANTUM FUEL: Closes Public Offering of 10.5 Million Units ---------------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., has closed its previously announced underwritten public offering of 10,526,315 units, with each Unit consisting of one share of common stock, $0.02 par value per share, and one warrant to purchase 0.6 of a share of common stock. The proceeds to the Company from the Offering, net of underwriting discounts, were approximately $9.2 million. The Company has granted the underwriters a 30-day option to purchase up to 1,509,062 additional units to cover over- allotments, if any. The Company will use the net proceeds of the offering, together with cash on hand, to repay approximately $10.0 million of principal and accrued interest for certain of the Company's outstanding indebtedness owing to the Company's senior secured lender and the payment of certain offering expenses. The Company has received approximately $80 million in new contract awards during 2011 which includes Fisker Automotive orders, fleet orders for Ford F-150 plug-in electric hybrid vehicles, contracts from 3 major automakers for the Company's ultra-light hydrogen storage tanks and numerous contracts for the Company's high capacity, ultra-light weight carbon fiber natural gas vehicle storage tanks. Merriman Capital, Inc., was the sole book-running manager for the offering and J.P. Turner & Company, L.L.C., acted as joint lead- manager for the offering. About Quantum Fuel Based in Irvine, California, Quantum Fuel Systems Technologies Worldwide, Inc., is a fully integrated alternative energy company and considers itself a leader in the development and production of advanced clean propulsion systems and renewable energy generation systems and services. Quantum Fuel and its senior lender, WB QT, LLC, entered into a Ninth Amendment to Credit Agreement and a Forbearance Agreement on Jan. 3, 2011. The Senior Lender agreed to provide the Company with a $5.0 million non-revolving line of credit, which may be drawn upon at any time prior to April 30, 2011. Advances under the New Line of Credit do not bear interest -- unless an event of default occurs, in which case the interest rate would be 10% per annum -- and mature on April 30, 2011. The Senior Lender also agreed to forbear from accelerating the maturity date for any portion of the Senior Debt Amount and from exercising any of its rights and remedies with respect to the Senior Debt Amount until April 30, 2011. The Company reported a net loss attributable to stockholders of $11.03 million on $20.27 million of total revenue for the year ended Apri1 30, 2011, compared with a net loss attributable to stockholders of $46.29 million on $9.60 million of total revenue during the prior year. The Company reported a net loss attributable to stockholders of $16.26 million on $19.77 million of total revenue for the six months ended Oct. 31, 2011, compared with a net loss attributable to stockholders of $3.06 million on $7.44 million of total revenue for the same period a year ago. The Company's balance sheet at July 31, 2011, showed $74.15 million in total assets, $31.62 million in total liabilities, and $42.53 million total stockholders' equity. Ernst & Young LLP, in Orange County, California, noted that Quantum Fuel's recurring losses and negative cash flows combined with the Company's existing sources of liquidity and other conditions raise substantial doubt about the Company's ability to continue as a going concern. Possible Bankruptcy The Company anticipates that it will need to raise a significant amount of debt or equity capital in the near future in order to repay certain obligations owed to the Company's senior secured lender when they mature. As of June 15, 2011, the total amount owing to the Company's senior secured lender was approximately $15.5 million, which includes approximately $12.5 million of principal and interest due under three convertible promissory notes that are scheduled to mature on Aug. 31, 2011, and a $3.0 million term note that is potentially payable in cash upon demand beginning on Aug. 1, 2011, if the Company's stock is below $10.00 at the time demand for payment is made. If the Company is unable to raise sufficient capital to repay these obligations at maturity and the Company is otherwise unable to extend the maturity dates or refinance these obligations, the Company would be in default. The Company said it cannot provide any assurances that it will be able to raise the necessary amount of capital to repay these obligations or that it will be able to extend the maturity dates or otherwise refinance these obligations. Upon a default, the Company's senior secured lender would have the right to exercise its rights and remedies to collect, which would include foreclosing on the Company's assets. Accordingly, a default would have a material adverse effect on the Company's business and, if the Company's senior secured lender exercises its rights and remedies, the Company would likely be forced to seek bankruptcy protection. RACE POINT: S&P Puts 'BB' Senior Term Loan Rating on Watch Dev. --------------------------------------------------------------- Standard & Poor's Rating Services placed its 'BB' rating on Race Point Power II LLC's $275 million senior secured term loan on CreditWatch developing. This action follows the Dec. 15, 2011 announcement that Hobbs Generation Station, the primary asset of Lea Power Partners LLC, and Waterside Power LLC will be sold to FREIF North American Power I. A controlling interest in that entity will be held indirectly by First Reserve Corp. On Dec. 15, a press release stated that First Reserve Corp., an energy and infrastructure private equity company, will acquire a number of assets from ArcLight Capital. Among these assets is Hobbs, a 604 megawatt (MW) combined-cycle gas turbine power plant in Hobbs, N.M. and Waterside Power, a simple-cycle peaking facility in Stamford, Conn. These assets are part of Race Point Power's portfolio and account for a significant portion of the project's total cash flows until maturity. "The pending sale of the assets and the expected reduction in project debt is the primary driver of the CreditWatch action. Under the project documents for Race Point, when a sale of certain assets occurs a specific amount of debt must be repaid," said Standard & Poor's credit analyst Andrew Giudici. "The project's owners have the option to further reduce the project's debt burden by making additional prepayments. At this time we do not know how much of the asset proceeds will go to fund debt reduction. The amount of debt that is repaid and the impact the prepayments have on the project's financial metrics will drive the rating outcome," S&P said. "The developing CreditWatch placement indicates the possibility that we could raise, lower, or affirm the rating in the near term. In resolving the CreditWatch listing, we will assess the project's creditworthiness in light of debt repayment as a result of the sale of two assets to FREIF North American Power I. A downgrade could occur if the project loses a disproportion share of cash flows to support the remaining debt. Conversely, we could raise the rating if the project repays a significant amount of debt, which results in an improvement in its financial risk profile. We expect to resolve this CreditWatch by the end of first-quarter 2012," S&P said. RUTHERFORD CONSTRUCTION: 341(a) Meeting Scheduled for Jan. 17 ------------------------------------------------------------- The U.S. Trustee for Region 4 will convene a meeting of creditors of Rutherford Construction, Inc. on Jan. 17, 2011, at 2:00 p.m. The meeting will be held at STN, Gen. Dist. Courtroom, 1st Floor, 113 E. Beverley St., Staunton, Virginia. The last day to oppose discharge or dischargeability is set on March 19, 2012. 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 Rutherford Construction, Inc. Fishersville, Virginia-based, Rutherford Construction, Inc., filed for Chapter 11 protection (Bankr. W.D. Va. Case No. 11-50346) on March 15, 2011. George I. Vogel, II, Esq., at Vogel & Cromwell represents the Debtor in its restructuring effort. The Debtor disclosed $10,667,204 in assets and $15,282,384 in liabilities as of the Chapter 11 filing. W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed three members to the official committee of unsecured creditors in the Debtor's cases. SALLY HOLDINGS: Ceases to File Periodic Reports with SEC -------------------------------------------------------- Sally Beauty Holdings, Inc., and Sally Investment Holdings LLC have entered into a supplement indenture and joinder agreements providing that Sally and Investments will fully and unconditionally guarantee the obligations of Sally Holdings LLC, a wholly owned subsidiary of Sally and Investments, and Sally Capital, Inc., under: (i) the Indenture dated Nov. 8, 2011, by and among the Primary Obligors, the subsidiary guarantors named therein and the trustee and governing the senior notes due 2019; (ii) the Credit Agreement dated Nov. 16, 2006, among the Company, the administrative and collateral agent and the lenders named therein; and (iii) the Credit Agreement dated Nov. 12, 2010, among the Company and the Domestic Borrowers, the Canadian Borrower, the Foreign Borrower and the Guarantors, the administrative, collateral and Canadian agent and the lenders named therein. As a result, the Company is no longer required to and will cease to file periodic reports with the Securities and Exchange Commission effective immediately. About Sally Holdings Sally Holdings, LLC, based in Denton, Texas, is a leading retailer and distributor of beauty products with over 3,800 stores in 10 countries. Annual revenues are around $2.6 billion. The Company's balance sheet at Sept. 30, 2011, showed $1.72 billion in total assets, $2.01 billion in total liabilities, and a $281.69 million total members' deficit. Bankruptcy Warning Sally Holdings' ability to comply with the covenants and restrictions contained in the senior credit facilities and the indentures for the Notes may be affected by economic, financial and industry conditions beyond the Company's control. The breach of any of these covenants and restrictions could result in a default under either the senior credit facilities or the indentures that would permit the applicable lenders or note holders, as the case may be, to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If the Company is unable to repay debt, lenders having secured obligations, such as the lenders under the senior credit facilities, could proceed against the collateral securing the debt. In any such case, the Company may be unable to borrow under the senior credit facilities and may not be able to repay the amounts due under the Term Loans and the Notes. This could have serious consequences to the Company's financial condition and results of operations and could cause the Company to become bankrupt or insolvent. * * * As reported by the TCR on Nov. 7, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Sally Holdings LLC to 'BB+' from 'BB'. The rating outlook is positive. "Standard & Poor's Rating Services' rating reflects our view that Sally Holdings, which is an indirect wholly owned subsidiary of Sally Beauty Holdings Inc., will continue its positive momentum with organic sales growth of 5% to 7%, positive comparable-store sales, modest gross margin improvement, and continued debt reduction, resulting in improving credit protection measures over the next 12 months," said Standard & Poor's credit analyst Jayne Ross. It has 'B2' corporate family and probability of default ratings from Moody's. SAND SPRING: Court OKs Young Conaway to Handle Reorganization Case ------------------------------------------------------------------ Sand Spring Capital III, LLC, et al., obtained permission from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as counsel. The principal attorneys and paralegal designated to represent the Debtors and their hourly rates are: Michael R. Nestor, partner $625 Kenneth J. Enos, associate $375 Justin P. Duda, associate $290 Chad A. Corrazza, paralegal $130 Mr. Nestor tells the Court that on Dec. 9, 2010, Young Conaway received a $150,000 retainer for services rendered prepetition. In addition, within 90 days immediately after the Petition Date, Young Conaway received these additional amounts from the Debtors in connection with their representation of the Debtors: Date Received Amount of Payment Service Period ------------- ----------------- -------------- Aug. 2, 2011 $108,760 May 24 - July 12 Aug. 30, 2011 $57,682 July 13 - July 19 Oct. 24, 2011 $113,226 July 20 - Sept. 26 Mr. Nestor assures the Court that Young Conaway is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Sand Spring Capital III, LLC Sand Spring Capital III, LLC, filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware. Affiliates, Sand Spring Capital III, LLC, CA Core Fixed Income Fund, LLC, CA Core Fixed Income Offshore Fund, Ltd., CA High Yield Fund, LLC, CA High Yield Offshore Fund, Ltd., CA Strategic Equity Fund, LLC, CA Strategic Equity Offshore Fund, Ltd., Sand Spring Capital III, Ltd., Sand Spring Capital III Master Fund, LLC, sought Chapter 11 protection on the same day. SECURITY NATIONAL: Section 341(a) Meeting Rescheduled to Jan. 12 ---------------------------------------------------------------- Roberta DeAngelis, United States Trustee for Region 3, rescheduled an organizational meeting to Jan. 12, 2012, at 10:30 a.m. in the bankruptcy case of Security National Properties Funding III, LLC. The meeting will be held at: U.S. District Court 844 King St., Room 2112 Wilmington, Delaware The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. About Security National Properties Funding III Eureka, California-based Security National Properties Funding III LLC owns and operates 33 commercial office, retail, industrial and other properties. Security National and various affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277) on Oct. 13, 2011. Judge Kevin Gross presides over the case. Andrew R. Remming, Esq., and Robert J. Dehney, Esq. aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols, Arsht & Tunnell, serve as the Debtors' counsel. GCG Inc. serves as the Debtors' claims and notice agent. No trustee, examiner, or statutory committee has been appointed in these cases. SEQUENOM INC: Aria Files Complaint Over Patent Infringement ----------------------------------------------------------- Sequenom, Inc., was named as a defendant in a complaint filed by plaintiff Aria Diagnostics, Inc., in the U.S. District Court for the Northern District of California. In the complaint, the plaintiff seeks a judicial declaration that no activities related to the plaintiff's non-invasive pre-natal test using cell-free DNA circulating in the blood of a pregnant woman do or will infringe any claim of U.S Patent No. 6,258,540 entitled Non-Invasive Prenatal Diagnosis, which the Company has exclusively in-licensed from Isis Innovation Limited. The Company intends to vigorously defend against the judicial declaration sought in the complaint. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom reported a net loss of $120.85 million on $47.45 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $71.01 million on $37.86 million of total revenue during the prior year. The Company also reported a net loss of $51.98 million on $40.42 million of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $98.82 million on $33.70 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $152.99 million in total assets, $42.13 million in total liabilities and $110.85 million in total stockholders' equity. Ernst & Young LLP of San Diego, California, in its audit report attached to the 2010 financial statements, did not include a going concern qualification for Sequenom. E&Y, in its report on the 2009 results, expressed substantial doubt against Sequenom's ability as a going concern, noting that the Company "has incurred recurring operating losses and does not have sufficient working capital to fund operations through 2010." SIX FLAGS: S&P Assigns 'BB+' Rating to Secured Credit Facilities ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' issue-level rating to Grand Prairie, Texas-based theme park operator Six Flags Entertainment Corp.'s (SFEC) $1.135 billion senior secured credit facilities, which consist of a $200 million revolver, a $75 million term loan A, and a $860 million term loan B. "We also assigned the credit facilities our '2' recovery rating, indicating our expectation of substantial (70% to 90%) recovery for lenders in the event of a payment default. The company intends to use the proceeds from the new term loans, along with cash on hand, to repay balances under the prior term loan (of which $950 million was outstanding at Sept. 30, 2011)," S&P said. "Our 'BB' corporate credit rating on SFEC remains unchanged, as does the stable rating outlook," S&P said. "Our 'BB' corporate credit rating reflects our assessment of the company's business risk profile as 'fair' and our assessment of the company's financial risk profile as 'significant', according to our criteria," S&P said. "Our assessment of SFEC's business risk profile as fair reflects our belief that management will remain diligent with respect to cost controls and disciplined with respect to pricing," said Standard & Poor's credit analyst Ariel Silverberg, "which should result in unadjusted EBITDA margin remaining in the low- to mid- 30% area." "The assessment also reflects SFEC's good geographic diversity and the relatively high barriers to entry in the industry. We believe these factors are offset, however, by the vulnerability of operations to adverse weather conditions, a risk exacerbated by the highly seasonal nature of the business, given the majority of EBITDA is generated in the second and third quarters. The company's reliance on consumer discretionary spending, as well as high capital expenditure requirements, also weigh on our business risk assessment." "The stable rating outlook reflects our expectation that adjusted leverage will remain around 3x over the intermediate term, a level we believe supports our 'BB' corporate credit rating, given our assessment of SFEC's business risk profile as fair. Higher ratings would necessitate a longer track record of unadjusted EBITDA margin in the low- to mid-30% area, but would also require an improved intermediate-term economic outlook. Additionally, higher ratings would also require our belief that adjusted leverage would be sustained under 3x over the long run, which would provide a cushion for lower EBITDA in a meaningfully weaker economy," S&P said. "Lower ratings seem unlikely at this time, given our expectation with respect to leverage under our performance expectations for 2012 and 2013, although we would consider a downgrade if EBITDA declines more significantly than we currently anticipate, resulting in leverage rising above 4x on a sustained basis," S&P said. SOUTHEST CORPORATE: Fitch Withdraws 'E' Individual Rating --------------------------------------------------------- Fitch Ratings has affirmed the 'A+' long-term Issuer Default Rating (IDR) and 'F1+' short-term IDR of Southeast Corporate Federal Credit Union (Southeast) based on its announcement that it plans to merge with Corporate One Federal Credit Union (CorpOne). The Rating Outlook is Stable. Southeast and CorpOne have entered into agreement to pursue a merger and the two corporates are currently working together to complete the due diligence process. The merger is subject to National Credit Union Association (NCUA) Board approval, as well as membership approval from both companies. The merger is expected to be completed by the third quarter of 2012. Fitch's affirmation of Southeast's long-term IDR reflects that the company's IDR is currently at its Support rating floor. Fitch believes that Southeast continues to benefit from the various support mechanisms put in place to maintain liquidity in the corporate credit union system and that it is still operating with regulatory forbearance from NCUA given its weak capital position. Fitch has also affirmed the Viability rating of 'c' and Individual rating of 'E', removing them from Rating Watch Negative where they were placed on Aug. 31, 2011. In addition, Fitch is withdrawing both the Viability and Individual ratings at this time. Fitch takes the following rating actions: Southeast Corporate Federal Credit Union -- Long-term IDR affirmed at 'A+'; Outlook Stable -- Short-term IDR affirmed at 'F1+'; -- Viability at 'c'; affirmed and withdrawn; removed from Rating Watch Negative -- Individual at 'E'; affirmed and withdrawn; removed from Rating Watch Negative -- Support at '1'; unaffected; -- Support Floor at 'A+'; unaffected. STANDARD GOLD: Inks Forbearance Agreement with Pure Path -------------------------------------------------------- Shea Mining and Milling LLC and NJB Mining, Inc., entered into a certain Loan Agreement, on Aug. 21, 2009, pursuant to which NJB made a $2,500,000 loan secured by a Deed of Trust and Security Agreement with Assignment of Rents and Fixture Filing, on certain real and personal property rights located in Tonopah, Nevada. On March 15, 2011, Standard Gold, Inc., executed an Assignment and Assumption of Loan Documents and Loan Modification Agreement, by and between the Company, Shea and NJB for the Tonopah property, pursuant to which the Company acquired all of Shea's right, title and interest in Tonopah, and assumed all of the associated liabilities, including those contained in the Loan Documents. The Loan matured on Aug. 21, 2010, and the Company failed to pay the balance due and owing under the Loan and was unable to cure the Default. As a result of the Default, NJB had the immediate right to exercise it rights and remedies under the Loan Agreement, including without limitation, foreclosing on the Tonopah property. On Sept. 1, 2011, the Company and NJB entered into that certain forbearance agreement, whereby NJB agreed to forbear, until Oct. 10, 2011, from initiating legal proceedings, including foreclosure of the Deed of Trust, to enforce collection remedies against the Registrant under the Loan Agreement. Furthermore, NJB agreed that the Company could extend the Forbearance Period for two additional thirty day periods, until Dec. 9, 2011. On Dec. 9, 2011, Pure Path Capital Management Company, LLC, purchased the Loan Documents and the NJB Forbearance Agreement directly from NJB. On Dec. 21, 2011, the Company entered into an amended and restated forbearance agreement with Pure Path, whereby Pure Path extended the provisions of the NJB Forbearance Agreement. As of December 21, 2011, the principal amount outstanding on the Loan is $2,047,728. Pure Path agreed to temporarily forbear from initiating legal proceedings, including foreclosure of the Deed of Trust, to enforce collection remedies for such principal amount against the Company or its interests in Tonopah under the Loan Agreement, until March 9, 2012. Furthermore, Pure Path agreed that the Company may extend the Forbearance Period for an additional three month period provided that the Company notifies Pure Path in writing of its intent to extend and makes an interest payment of accrued interest on or prior to March 9, 2012. Upon that notice and payment, the Forbearance Period will be automatically extended until June 8, 2012. If (i) Pure Path has not been paid in full on or prior to June 8, 2012, or (ii) the Company has not entered into definitive documentation with Pure Path for an alternative financing arrangement, then in addition to all other remedies provided for in the A&R Forbearance or in any Loan Document, the Company will issue to Pure Path 5,000,000 shares of its un-registered common stock. The A&R Forbearance Period will terminate immediately, at Pure Path's option, and without notice to or action by any party, upon the earlier of: (i) expiration of the Forbearance Period, or (ii) a material breach by the Registrant of the A&R Forbearance Agreement. A full-text copy of the A&R Forbearance Agreement is available for free at http://is.gd/a7dIoG About Standard Gold Standard Gold, Inc., headquartered in Minneapolis, Minnesota, closed a series of transactions whereby it acquired certain assets of Shea Mining & Milling, LLC, which assets included permits, water rights, mine dumps, the assignment of a lease and contract, and some significant assets located in Tonopah, Nevada. With the completion of the Shea transactions, the Company plans to enter into the precious metal toll milling business and anticipates that it will be able to report revenues from tolling operations by the fourth quarter. STOCKDALE TOWER: Has Access to LBUS Cash Collateral Until March 31 ------------------------------------------------------------------ The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the Eastern District of California authorized, on a final basis, Stockdale Tower 1, LLC, to use the cash collateral until March 31, 2012, with this exception: * with respect to any line item in Exhibit A, if the Debtor does not use the allotted cash collateral in one month, it may use the remaining unused cash allotted to that line item to cover expenses in the following month, provided said expenses are only to be expended for the same purpose. In no event will the Debtor exceed total permitted expenditures for any line item on a cumulative basis without agreement or a further Court order. The Debtor and LBUS 2004-C6 Stockdale Office Limited Partnership are authorized to increase the total authorized use of cash collateral by agreement between the parties if the Debtor requires use of more cash collateral than the amount that is authorized. The Debtor's use of cash collateral is subject to an contractual requirements and limitations and requirements placed upon the Debtor by the Bankruptcy Code. LBUS will have the right to object to the continued use of the cash collateral until March 31, by seeking further order of the Court. About Stockdale Tower Bakersfield, California-based Stockdale Tower 1, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D. Calif. Case No. 11-62167) on Nov. 7, 2011. Judge W. Richard Lee presides over the case. Scott T. Belden, Esq., and Jacob L. Eaton, Esq., of Klein, DeNatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, serve as the Debtor's bankruptcy counsel. The Debtor disclosed $17,880,755 in assets and $17,870,212 in liabilities as of the Chapter 11 filing. SUMMER VIEW: Cash Collateral Hearing Scheduled for Dec. 28 ---------------------------------------------------------- The Hon. Alan M. Ahart the U.S. Bankruptcy Court for the Central District of California approved a stipulation authorizing, on an interim basis, Summer View Sherman Oaks, LLC to use the cash collateral. A further hearing on the Debtor's motion for further use of cash collateral is set for Dec. 28, 2011, at 10:00 a.m. As reported in the Troubled Company Reporter on Dec. 20, 2011, the Debtor asked the Court to approve a stipulation authorizing the use of U.S. Bank, N.A.'s cash collateral until Feb. 28, 2012. The lender contended that as of Oct. 11, 2011, the total indebtedness on the loan, including a yield maintenance premium which is due in accordance with the loan documents, is in excess of $18,323,199. The stipulation entered between the Debtor and U.S. Bank dated as of Nov. 17, provided for, among other things: -- the cash collateral consists of collected rents and any other proceeds from the property located at 15353 Weddington Street, Sherman Oaks, California; -- the Debtor will use the cash collateral to operate the property; -- the Debtor will not use the cash collateral in any amount: (a) in excess of 10% of any line item for any given month; and (b) in excess of 5% of the total aggregated budget for any given month; -- a $78,584 monthly adequate protection payment to U.S. Bank; About Summer View Sherman The West Hollywood, California-based Summer View Sherman Oaks LLC, aka Summer View Sherman Oaks Apartments LLC, a single-asset real estate company, is the owner of a 169-unit apartment building locate at 15353 Weddington Street, in Sherman Oaks, California. The sole member of the Debtor is the Efim Sobol Family Trust Dated November 18, 1995. Dr. Efim Sobol's mother, Sonia Sobol, 88 years old, is the sole trustee and beneficiary of the Efim Sobol Trust. The Company filed for bankruptcy under Chapter 11 (Bankr. C.D. Calif. Case No. 11-19800) on Aug. 15, 2011. Judge Alan M. Ahart presides over the case. The Debtor disclosed $23,228,304 in assets and $16,535,378 in liabilities as of the Chapter 11 filing. The petition was signed by Sonia Sobol, member. Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law Group, LLP, in Los Angeles, Calif., represent the Debtor as counsel. SUN RIVER: Posts $2.9 Million Net Loss in Oct. 31 Quarter --------------------------------------------------------- Sun River Energy, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $2.9 million on $133,000 of revenues for the three months ended Oct. 31, 2011, compared with a net loss of $446,000 on $nil revenues for the three months ended Oct. 31, 2010. For the six months ended Oct. 31, 2011, the Company has reported a net loss of $5.5 million on $244,000 of revenues, compared with a net loss of $1.5 million on $nil revenues for the six months ended Oct. 31, 2010. The Company's balance sheet at Oct. 31, 2011, showed $21.9 million in total assets, $9.6 million in total liabilities, and stockholders' equity of $12.3 million. Going Concern Considerations During the three and six months ended Oct. 31, 2011, the Company has continued to incur losses, and has negative working capital of $9.2 million at Oct. 31, 2011. "Subsequent to Oct. 31, 2011, we are attempting to raise capital to resolve our working capital requirements and develop our oil and gas assets," the Company said in the filing. "We are, to a limited degree, evaluating the sale of certain shallow mineral rights." The Company is also exploring other options to meet its current financial obligations when due. The Company says, however, that there can be no assurance that the Company will be able to execute any or all of the contemplated transactions, which raises substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available for free at: http://is.gd/yDeKgp Dallas, Texas-based Sun River Energy, Inc., is an oil and gas exploration and production company. Sun River owns mineral interests in three major geological areas. Sun River's largest acreage is its undeveloped acreage in the Raton Basin of Colfax County, New Mexico. The Company owns subsurface and timber rights in fee simple. The total rights approximate 242,000 gross acres. TAO-SAHI LP: Has Access to S2 Cash Collateral Until Dec. 31 ----------------------------------------------------------- The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas signed the fourth interim agreed order, authorizing Tao-Sahi, LP, to use cash collateral of S2 Acquisition LLC until Dec. 31, 2011. Pursuant to an agreed order, S2 Acquisition consented to use of the cash collateral to fund the Debtor's business operations postpetition. The Court also ordered that the asset management fee payable to TAO Development Group, LLC will not exceed 1%. As reported in the Troubled Company Reporter on Aug. 30, 2011, S2 Acquisition asserts claims against the Debtor of $19,554,569 (exclusive of pre- and postpetition attorney fees, costs and expenses, late charges and other costs chargeable under the Loan Documents. As adequate protection, the Debtor will make a monthly payment of $40,170 to S2 Acquisition, and a monthly payment of up to $10,000 of S2 Acquisition's fees and expenses until the effective date of a confirmed plan. S2 Acquisition is also granted a first replacement liens and additional lien on all assets of the Debtor and an allowed superpriority administrative claim. The collateral and superpriority claims is subject to a carve out for professional fees and fees to be paid to the Clerk of the Court and the U.S. Trustee. The Debtor did not disclose is a hearing for continued use of the cash collateral is set. About Tao-Sahi LP Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio, Texas. Tao-Sahi has no employees. The Hotel is managed under contract with an independent management company. Tao-Sahi filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on June 7, 2011, to stay foreclosure of the hotel and restructure its debts. Judge Ronald B. King presides over the case. Marvin E. Sprouse, III, Esq., and Jack Skaggs, Esq., at Jackson Walker LLP, in Austin, Tex., serve as bankruptcy counsel. Bolton Real Estate Consultants, Ltd., serves as the Debtor's appraiser. In its Schedules, the Debtor disclosed $24,735,728 in assets and $20,584,065 in debts. The petition was signed by Clayton Isom, CEO of Tao Development Group, LLC, general partner. S2 Acquisition LLC, an opportunity fund associated with Square Mile Capital Management in New York, acquired the hotel debt from the failed Silverton Bank. S2 Acquisition is represented by Tom Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig. TAWK DEVELOPMENT: To Seek Approval of Plan at Jan. 20 Hearing ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada entered, on Dec. 21, 2011, an order approving on a conditional basis Tawk Development, LLC's proposed disclosure statement relating to the Debtor's Plan of Reorganization. The Debtor has been directed to promptly distribute solicitation packages to holders as of the Nov. 1, 2011 Record Date, of allowed claims in Class 1 (Secured Lender Claim) and Class 4 (General Unsecured Creditors), which classes are designated as impaired under the plan and entitled to vote to accept or reject the Plan. Holders, as of the Record Date, of Claims and Interests in Class 2 (Secured Sewer Claim), Class 3 (Other Priority Unsecured Claims), and Class 5 (Equity Securities), are unimpaired and therefore, will not receive solicitation packages. All Ballots must be properly executed, completed, and the original thereof will be delivered to Debtor's counsel so as to be actually received by no later than 5:00 p.m. on Jan. 11, 2012. The combined hearing on the final approval of the Disclosure Statement and confirmation of the Plan will be held on Jan. 20, 2012, at 9:30 a.m. Objections to confirmation of the Plan, if any, are due no later than Jan. 16, 2012. All replies to any objections to confirmation and Debtor's points and authorities in support of confirmation of the Plan must be filed with the Court by no later than Jan. 18, 2012. The ballot summary must be filed by Debtor on or before Jan. 13, 2012. The Plan provides that on and after the Effective Date, all of Debtor's Assets will vest in Reorganized Debtor and Reorganized Debtor will continue to exist as a separate entity in accordance with applicable law. Except as otherwise provided in the Plan or the Confirmation Order, the Cash necessary for Reorganized Debtor to make payments pursuant to the Plan may be obtained from existing Cash balances and Debtor's operations. The Plan classifies the various claims against and interests in the Debtor into five (5) Classes: Class 1 Secured Lender Claim, Class 2 Secured Sewer Claim, Class 3 Other Priority Unsecured Claims, Class 4 General Unsecured Claims, and Class 5 Equity Securities. The Class 1 Secured Lender, owed in the principal amount of $19,935,848, will receive interest-only payments for the first 36 months after the Effective Date. Beginning on the 10th calendar day of the 37th month after the Effective Date and each subsequent month thereafter through the Maturity Date, Reorganized Debtor will pay to Secured Lender a monthly payment of principal and interest, with the principal component of each payment determined by amortizing the principal balance of the Class 1 Allowed Secured Lender Claim over a 30-year amortization period at the then applicable interest rate set forth in Section 4.1.1(a) of the Plan. Prior to the Maturity Date, Reorganized Debtor will have the right to refinance the Secured Note or sell the Real Property, however, Secured Lender will not receive any prepayment penalty as a result of a refinancing or sale. Except to the extent that a Creditor with an Allowed General Unsecured Claim and Reorganized Debtor agree to the alternate single payment treatment discussed below, each Creditor with an Allowed General Unsecured Claim in Class 4, owed in the aggregate principal amount $630,200, will be paid in full with interest. The Initial Quarterly Distribution Date will be on April 16, 2012. The Final Distribution will occur on or before April 1, 2017. On the Effective Date through Feb. 29, 2012, each Creditor with an Allowed General Unsecured Claim may make the Single Distribution Election. If Reorganized Debtor determines, in its sole discretion, to accept a properly tendered Single Distribution Election, then within thirty (30) Business Days of Reorganized Debtor's receipt of the Single Distribution Election, Reorganized Debtor will tender to such Creditor payment in the sum of thirty percent (30%) of such Creditor's Allowed General Unsecured Claim. On the Effective Date, the Holders of Equity Securities of Debtor shall retain all of their legal interests. Holders in Class 5 are Unimpaired, are deemed to have accepted the Plan, and are not entitled to vote on the Plan. http://bankrupt.com/misc/tawkdevelopment.doc202.pdf About Tawk Development Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a 198-unit resort style apartment complex known as Falcon Landing, which is located at 5067 Madre Mesa Drive in Las Vegas. It filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11- 10584) on Jan. 14, 2011. Gerald M. Gordon, Esq., and Talitha Gray Kozlowski, Esq., at Gordon Silver, in Las Vegas, Nevada, represent the Debtor as counsel. The Debtor disclosed $22,747,153 in assets and $21,263,119 in liabilities as of the Chapter 11 filing. Attorneys at Quarles & Brady LLP and Pisanelli Bice PLLC represent Aviva Real Estate Investors (Falcon Landing), LLC, as counsel. Aviva is the Debtor's principal secured creditor. No offical committes have been appointed and no request for the appointment of a trustee has been made. TBS INTERNATIONAL: Reaches Deal With Lenders on Restructuring ------------------------------------------------------------- TBS International plc has reached agreements with its bank lenders on terms to reduce its leverage and refresh its fleet. As part of these agreements, TBS and the syndicates led by Bank of America and DVB Group Merchant Bank have agreed on terms to restructure outstanding indebtedness that contemplate exchanging existing senior debt for new senior debt and equity and the refreshing of the TBS fleet by long-term charters of modern tweendeckers and bulk carriers. These terms provide for payment in full of the amounts owed to the Bank of America and DVB syndicates over a significantly extended maturity period, the continued business operations of TBS under current management and the same quality of Five Star service that TBS's customers have always experienced. TBS's other lenders, Credit Suisse and American International Group, have agreed on similar terms. TBS also is reducing its leverage by delivering, at the completion of their present voyages, the six vessels that are collateral for loans from a syndicate led by The Royal Bank of Scotland in exchange for a full release of all amounts owed to that syndicate. The terms of these agreements do not provide for any remaining value in the outstanding ordinary or preferred shares of TBS. Joseph Royce, the Chief Executive Officer of TBS, remarked that "TBS is extremely pleased to have agreed these terms with our various creditor groups. These terms will permit us to reduce our outstanding indebtedness by almost 50%, significantly reduce our ongoing payments of principal and interest, refresh our fleet with modern tweendeckers and bulk carriers and continue to serve our customers around the globe." About TBS International plc Dublin, Ireland-based TBS International plc (NASDAQ: TBSI) -- http://www.tbsship.com/-- provides worldwide shipping solutions to a diverse client base of industrial shippers through its Five Star Service: ocean transportation, projects, operations, port services and strategic planning. The TBS shipping network operates liner, parcel and dry bulk services, supported by a fleet of multipurpose tweendeckers and handysize/handymax bulk carriers, including specialized heavy- lift vessels and newbuild tonnage. TBS has developed its franchise around key trade routes between Latin America and China, Japan and South Korea, as well as select ports in North America, Africa, the Caribbean and the Middle East. The Company reported a net loss of US$247.76 million on US$411.83 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of US$67.04 million on US$302.51 million of total revenue during the prior year. The Company also reported a net loss of $55.16 million on $282.64 million of total revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $29.21 million on $311.06 million of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $659.28 million in total assets, $409.77 million in total liabilities and $249.51 million in total shareholders' equity. PricewaterhouseCoopers LLP expressed substantial doubt about the Company's ability to continue as a going concern. PwC believes that the Company will not be in compliance with the financial covenants under its credit facilities during 2011, which under the agreements would make the debt callable. According to PwC, this has created uncertainty regarding the Company's ability to fulfill its financial commitments as they become due. As reported in the TCR on Feb. 8, 2011, TBS International on Jan. 31, 2011, announced that it had entered into amendments to its credit facilities with all of its lenders, including AIG Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit Suisse and syndicates led by Bank of America, N.A., The Royal Bank of Scotland plc and DVB Group Merchant Bank (the "Credit Facilities"). The amendments restructure the Company's debt obligations by revising the principal repayment schedules under the Credit Facilities, waiving any existing defaults, revising the financial covenants, including covenants related to the Company's consolidated leverage ratio, consolidated interest coverage ratio and minimum cash balance, and modifying other terms of the Credit Facilities. The Company currently expects to be in compliance with all financial covenants and other terms of the amended Credit Facilities through maturity. As a condition to the restructuring of the Company's credit facilities, three significant shareholders who also are key members of TBS' management agreed on Jan. 25, 2011, to provide up to US$10 million of new equity in the form of Series B Preference Shares and deposited funds in an escrow account to facilitate satisfaction of this obligation. In partial satisfaction of this obligation, on Jan. 28, 2011, these significant shareholders purchased an aggregate of 30,000 of the Company's Series B Preference Shares at US$100 per share directly from TBS in a private placement. THEATRE CLUB: Failed to Correct Plan Defects, Says Bank ------------------------------------------------------- The Theatre Club of Los Angeles, LLC, filed on Dec. 5, 2011, a First Amended Disclosure Statement relating to the Debtor's Chapter 11 Plan that "may provide for the Debtor to reorganize by continuing to operate, to liquidate by selling assets of the estate, or a combination of both." Except as provided in Section V.F., and except as provided elsewhere in the Plan, the confirmation of the Plan revests all of the property of the estate in 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) or (iii) through additional capital contributions by the principals of Debtor. 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 an operator and developer of real property assets, including those assets currently in its possession and assets it may acquire in the future. Classification Summary The Plan classifies the various Claims against and Interests in the Debtor into six (6) Classes: Secured Claim of East West Bank (Class 1), Secured Claim of Keith Austin (Class 2), Secured Claim of Cardiff Equities, LLC (Class 3), Claim of the California Franchise Tax Board (Class 4), Non-Insiders General Unsecured Creditors (Class 5), Insiders General Unsecured Creditors (Class 6), and Interest Holders (also classified under Class 6). In this case, the Proponent believe that Classes 1, 2, 3 and 5 are impaired and that holders of claims in each of these classes are therefore entitled to vote to accept or reject the Plan. The Proponent believes that Class 4 is unimpaired and that holder of claims in that class therefore do not have the right to vote to accept or reject the Plan. East West Bank has filed a proof of claim in the total amount of $8,041,795, secured by the Variety Arts Theatre property. The modified East West loan will amortized over 30 years, due in 8 years. On the Effective Date, Debtor will commence making monthly payments to East West in the amount of $44,407. Debtor will owe a balloon payment of $6,988,6382 at the end of year 8 of the Plan. General Unsecured Creditors in Class 5, owed $2,000, will receive payments in the amount of $100 per month until paid. No interest will be paid. General Unsecured Creditors (Insiders), owed $340,219, will receive payments of $1,000 per month until paid in full. No interest will be paid. Interests in the Debtor will be maintained. A copy of the First Amended Disclosure Statement is available for free at http://bankrupt.com/misc/theatreclub.doc58.pdf East West Bank objects to approval of the Theatre Club of Los Angeles, LLC's First Amended Disclosure Statement relating to the Debtor's Chapter 11 Plan of Reorganization. In support of its objection, the Bank states: Objection No. 1 The Debtor has failed to correct a number of defects noted by the Court and the Bank in the initial Disclosure Statement despite the Debtor's assurances it would do so. The objections not addressed in the Amended Disclosure Statement include the following: (a) Failure to separately classify real property secured tax claims, notwithstanding that the Debtor now proposes to pay those claims in full on the Effective Date through "capital contributions by the principals of Debtor". This needs to be corrected in the Amended Plan and Amended Disclosure Statement; b) Fails to set forth the basis for the valuations of the Debtor's principal asset, the real property located at 940 Figueroa Street, Los Angeles, California known as the Variety Arts Theatre ("Property"), or of the 8 lots on Brilliant Way ("8 Lots"), other than to refer to the values as the "Debtor's Estimate"; (c) Continued retention of alternative, uncertain and unsupported provisions regarding the funding of the plan through leases, or proceeds from the sale of the 8 Lots, or now, "additional capital contributions by the principals of Debtor". Since the Debtor even more clearly in the Amended Disclosure Statement admits there is no equity in the Property or in the 8 Lots to provide a means of funding the plan, the continued reference to these alternatives without specific details as to the anticipated implementation of leases or a sale to fund the plan are nonsensical; (d) Failure to explain how the Debtor intends to fund litigation against the Bank, particularly when the Debtor has never sought or obtained approval to engage litigation counsel post-petition under 11 U.S.C. Section 327. Objection No. 2 The Debtor has no tenants prepared to lease the Property as illustrated by Exhibits G and H to the Amended Disclosure Statement. Objection No. 3 The Debtor failed to attach historical income and expense information but provided counsel for the Bank "Exhibit J" to the Amended Disclosure Statement which the Debtor states was inadvertently omitted from the filed version of the Amended Disclosure Statement. The information is unenlightening and provides no details of the sources of "income" and nature of the "expenses". Objection No. 4 The Amended Disclosure Statement and Amended Plan contain terms regarding the treatment of the Bank's claim that improperly seek to alter the terms and legal rights and claims of the Bank against the principals of the Debtor's members under their continuing guaranties which is the subject of pending litigation in the state court. The Bank states that these improper provisions of the Amended Disclosure Statement and Amended Plan should be ordered stricken. Objection No. 5 The Debtor's Amended Disclosure Statement and Amended Plan make several references to funding of payments by the "capital contributions by the principals of Debtor." The "principals" are not identified, and their ability to fund any such capital contributions is highly suspect. The Bank has a pre-judgment attachment against each of the two principals of the members of the Debtor, Mr. Houk and Mr. Abassi, in an amount approaching $8 million. The Amended Plan provides for these "principals" to contribute roughly $125,000 in cash on the effective date of the plan, and indicates they may make additional capital contributions to fund the plan post-confirmation. No information concerning the financial ability of the undisclosed "principals" is provided or the limit of their ability or intent to make contributions to the Debtor. "If the principals are willing to fund expenses of the Debtor, they certainly have not made any funds available to pay the Bank's debt in 14 months even in the face of attachment proceedings against them," the Bank adds. A copy of the Bank's objection is available for free at: http://bankrupt.com/misc/theatreclub.doc60.pdf Headquartered in Los Angeles, California, The Theatre Club of Los Angeles, LLC, a California Limited Liability Company formed in 2006, is in the business of acquiring, operating and making real estate investments, and by and through the efforts of its consultants and managers to then sell or lease the properties at a profit. The Debtor's principal asset is the Variety Arts Theatre in downtown Los Angeles. The Company 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. THURMON BELL: BB&T Suit Reinstated, Trial to Begin in March ----------------------------------------------------------- At behest of Branch Banking and Trust Company, District Judge Kristi K. DuBose reinstated a lawsuit filed by the bank after settlement talks failed to progress. Defendants F. Rutherford Smith Jr. and R & T Rentals LLC participated in a mediation and the mediator reported that the parties had reached a settlement but 90 days were necessary to complete the settlement contingencies and prerequisites. At that time, the action was dismissed with prejudice as to Mr. Smith and R & T, subject to the right of either party to reinstate the action within 90 days should the settlement not be completed. BB&T has informed the Court that the settlement agreement contingencies have not been completed and the action has not been resolved as to Mr. Smith and R & T. Judge DuBose's Order dated Dec. 20, 2011, which is available at http://is.gd/yRA06Rfrom Leagle.com, provides for this timeline: -- submission of Joint Pretrial Document due Feb. 22, 2012; -- pretrial conference on Feb. 29, 2012 at 10:30 a.m. in Mobile, Alabama; and -- trial sometime during the month of March 2012. The action was stayed as to defendant C. Thurmon Bell because he had filed a Chapter 11 bankruptcy. The case is BRANCH BANKING AND TRUST COMPANY, v. R & T RENTALS, LLC, et al., Civil Action No. 10-0518-KD-N (S.D. Ala.). C. Thurmon Bell filed for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case No. 11-03673) to restructure primarily business debts. TOWN CENTER: Court OKs Genovese Joblove as Committee Counsel ------------------------------------------------------------ The Official Unsecured Committee of Town Center at Doral LLC, Landmark at Doral East LLC, Landmark at Doral South LLC, Landmark Club at Doral LLC and Landmark at Doral Developers LLC sought and obtained permission from the U.S. bankruptcy Court for the District of Florida to retain Glenn D. Moses, Esq. of Genovese, Joblove & Batista, P.A., as counsel. Upon retention, the firm will, among other things: -- advise the Committee with respect to its rights, powers, and duties in these Chapter 11 cases; -- assist and advise the Committee in its consultations with the Debtors relative to the administration of these Chapter 11 cases; and -- assist the Committee in analyzing the claims of the Debtors' creditors in the negotiations with such creditors. Glenn D. Moses, Esq., shareholder of Genovese, Joblove & Batista, P.A., attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Personnel Rates --------- ----- Attorneys $200-$600 Legal assistants $125-$180 About Town Center Town Center at Doral LLC, Landmark at Doral East LLC, Landmark at Doral South LLC, Landmark Club at Doral LLC and Landmark at Doral Developers LLC, companies associated with the aborted Landmark at Doral development, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19, 2011, almost three years after AmTrust Bank sought to foreclose on the project. Town Center at Doral LLC posted assets of $29,297,300 and liabilities of $166,133,171. Isaac Kodsi signed the petitions as vice president. The Property consists of 16 individual tracts of land that remain undeveloped with the exception of an unfinished 4-level parking garage. Prior to the Petition Date, the Debtors had sought and obtained approvals for the development of residential units (townhomes and condominiums), retail/office/mixed use, and flex office at the Property. Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP in Miami, serves as counsel to the Debtors. Glenn Moses, Esq., at Genovese Joblove & Battista, represents the official committee of unsecured creditors. Cleveland, Ohio-based AmTrust filed for foreclosure in October 2008 based on the $124.4 million in mortgages that were granted the developer in 2005. Several projects started by EB Developers fell into foreclosure after owner and CEO Elie Berdugo died in February 2008. UNITED RENTALS: Fitch Puts 'B+' Long-Term IDR on Watch Negative --------------------------------------------------------------- Fitch Ratings has placed the long-term Issuer Default Rating (IDR) of United Rentals (North America) Inc. (URNA) and the long-term IDR of its parent company, United Rentals Inc. (URI), on Rating Watch Negative. All debt-level ratings have also been placed on Rating Watch Negative. Approximately $2.9 billion of debt is affected by these rating actions. The rating action follows the recent announcement made by URI that they have entered into a definitive merger agreement under which the company will acquire RSC Holdings, Inc. (RSC) in a cash-and- stock transaction valued at $18.00 per share, or a total enterprise value of $4.2 billion, including $2.3 billion of net debt. The proposed transaction is expected to provide URI with a lower cost base and a less volatile revenue profile. Additionally, the new company is expected to benefit from increased rental penetration and realization of over $200 million of potential cost savings. However, Fitch has concerns centering on the increased level of debt that URI will have to issue to finance the cash portion of the transaction, which may weaken its financial flexibility. Based on the current terms, the acquisition appears to bring a more secured element to URI's funding profile, which will potentially lower the recoveries for unsecured debtholders. The acquisition would also add near-term integration and execution risks to URI's current business model. Additionally, Fitch views the URI Board's announcement of up to $200 million in stock buyback after closing as being aggressive, in light of URI's leverage and capital levels. In resolving the Rating Watch, Fitch will review the prospective impact of the acquisition on URI's credit profile and capital structure, its ability to achieve prospective synergies, and expected integration costs. Fitch expects the IDR of URNA and URI will go no lower than one notch following the merger. However, the unsecured and subordinate debt level ratings may be lowered more than one notch given poorer recovery prospects. The notching of the parent company's (URI) IDR below that of URNA reflects that the vast majority of the assets are at the operating company level and are therefore unavailable for the repayment of holding company notes. Headquartered in Greenwich, CT, URI is the largest equipment rental company in the world with $4 billion in assets as of Sept. 30, 2011. The company was founded and taken public in 1997. As of Sept. 30, 2011, URI's rental fleet carried an original equipment cost of $4.3 billion and consisted of approximately 2,900 classes of equipment. URNA is the principal operating subsidiary of URI. As of third quarter 2011, nearly 75% of the consolidated entity's assets and liabilities were held within URNA. URI currently operates 541 rental locations in the U.S. and Canada. The company maintains a well-established retail franchise across North America, with concentrations on the eastern and western seaboard. Fitch has placed the following ratings on Rating Watch Negative: United Rentals, Inc (URI) -- Long-term IDR at 'B'. United Rentals (North America), Inc. (URNA) -- Long-term IDR at 'B+'; -- Senior secured debt at 'BB/RR1'; -- Senior unsecured debt at 'B+/RR4'; -- Subordinated debt at 'B/RR6'. VITESSE SEMICONDUCTOR: Amends $75 Million Securities Offering ------------------------------------------------------------- Vitesse Semiconductor Corporation filed with the U.S. Securities and Exchange Commission amendment no. 1 to Form S-3 registration statement relating to the Company's offer up to $75,000,000 of any combination of common stock, preferred stock, warrants, units and debt securities. The Company will provide the specific terms of these offerings and securities in one or more supplements to the prospectus. The Company's common stock is traded on The Nasdaq Global Market under the symbol "VTSS." On Dec. 1, 2011, the last reported sale price of the Company's common stock on The Nasdaq Global Market was $2.23. On Dec. 1, 2011, the aggregate market value of the Company's outstanding common stock held by non-affiliates was $54,284,504. A full-text copy of the amended prospectus is available at: http://is.gd/Of1t2N About Vitesse Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of semiconductor solutions for Carrier and Enterprise networks worldwide. In October 2009, Vitesse completed a debt restructuring transaction that resulted in the conversion of 96.7% of the Company's 2024 Debentures into a combination of cash, common stock, Series B Preferred Stock and 2014 Debentures. With respect to the remaining 3.3% of the 2024 Debentures, Vitesse settled its obligations in cash. Additionally, Vitesse repaid $5.0 million of its $30.0 million Senior Term Loan, the terms of which were amended as part of the debt restructuring transactions. Vitesse Semiconductor Corporation filed with the U.S. Securities and Exchange Commission, its Annual Report on Form 10-K reporting a net loss of $14.81 million on $140.96 million of net revenues for the year ended Sept. 30, 2011, compared with a net loss of $20.05 million on $165.99 million of net revenues during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $60.99 million in total assets, $89.45 million in total liabilities and a $28.45 million total stockholders' deficit. WARNER MUSIC: S&P Affirms 'B+' Corporate Credit Rating ------------------------------=----------------------- Standard & Poor's Ratings Services revised its rating outlook on Warner Music Group Corp. (WMG) to negative from stable. "We affirmed the 'B+' corporate credit rating on the company, as well as the issue-level ratings on the debt held at the company's subsidiaries. The recovery ratings on these debt issues also remain unchanged," S&P said. "The outlook revision is based on the company's discretionary cash flow (defined as cash flow from operations less capital expenditures) generation being below our expectation for its fiscal year ended Sept. 30, 2011," said Standard & Poor's credit analyst Michael Altberg. "Excluding one-time transaction expenses related to the acquisition of WMG by Access Industries in July 2011, as well as additional cash severance costs related to its restructuring initiatives, we estimate discretionary cash flow was minimally positive for the year. In addition to the ongoing digital transition in the industry, WMG had several album releases that performed below expectations, which led to its U.S. album market share dipping below 20% in 2011 according to Nielsen Soundscan. While we acknowledge market share can fluctuate over a given period based on album releases, the declining trend in discretionary cash flow over the last two years makes us less certain of the company's competitive position and its ability to restore cash on par with historical levels," S&P said. "The 'B+' corporate credit rating reflects continued uncertainty surrounding revenue and profitability trends at WMG over the intermediate term, despite U.S. retail unit sales being up about 4.4% through November 2011. Our characterization of the company's business risk profile as 'weak' (based on our criteria) reflects our expectation of continued declines in the recorded music business over the intermediate term and slow growth in music publishing. We view the financial risk profile as 'aggressive,' considering WMG's high debt to EBITDA and the lack of visibility regarding the pace of leverage reduction given uncertain industry trends, though these factors are modestly offset by the company's 'adequate' liquidity," S&P said. "WMG is the third-largest recorded music company, with a global market share of about 15% in 2010. Assuming Vivendi SA unit Universal Music Group's acquisition of EMI's recorded music division is completed, Universal's global market share would expand to roughly 40% from 28%, with its U.S. share being even higher. If the deal receives regulatory approval, we believe competitive risk to WMG and others could increase. Risks include higher competition for WMG in signing new artists, as well as Universal potentially gaining leverage with emerging digital distribution platforms compared to competitors. WMG unit Warner/Chappell is the third-largest music publisher, with a global market share of 14% in 2010. Assuming Sony/ATV Music Publishing LLC's acquisition of EMI Music Publishing is completed, the combined company would become the global market share leader, marginally ahead of Universal Music Publishing Group, with both likely holding an advantage over WMG in signing composers and songwriters," S&P said. "Under our base case scenario, we expect recorded music revenue to decrease at a low-single-digit percentage rate in fiscal 2012, driven by continued high-single to low-double-digit percentage declines in physical sales. In music publishing, we expect revenue to be relatively flat in fiscal 2012, as ongoing declines in mechanical (physical recordings) revenue will likely modestly offset synchronization and performance revenue resulting from the continued slow recovery in U.S. broadcast advertising and recent acquisitions. As a result, under our base case scenario, we expect consolidated revenue to decline at a low-single-digit rate in fiscal 2012," S&P said. WCA WASTE: Moody's Reviews 'B2' Corporate for Possible Downgrade ---------------------------------------------------------------- Moody's Investors Service placed all ratings of WCA Waste Corporation under review for possible downgrade following the company's announcement of a merger agreement with Macquarie Infrastructure Partners II, in a $526 million transaction. The review will consider impact on strategy, financial policy and capital structure from the announced merger. Provisions under WCA's $175 million senior unsecured notes indenture require, as defined, the company to offer to redeem outstanding notes upon a change of control. The company expects to fund the transaction with proceeds from new senior credit facilities. Depending on the ultimate structure of WCA's debts after the transaction, the existing note rating could be subject to downward revision. Moody's expects to conclude the review in Q1-2012. RATINGS RATIONALE The company's speculative grade liquidity rating of SGL-3, denoting adequate liquidity, is unaffected by the development. Ratings: Corporate family, placed under review for possible downgrade from B2 Probability of default, placed under review for possible downgrade from B2 $175 million senior unsecured notes due 2019, placed under review for possible downgrade from B3, LGD5, 76% Speculative grade liquidity, unchanged at SGL-3 The principal methodology used in rating WCA Waste Corporation was the Solid Waste Management Industry Methodology published in February 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. WCA Waste Corporation, based in Houston, TX, is a provider of non- hazardous solid waste management services. Revenues for the last twelve months ended September 30, 2011 were $263 million. ZOGENIX INC: Amends Co-Promotion Agreement with Astellas -------------------------------------------------------- Zogenix, Inc., and Astellas Pharma US, Inc., entered into an amendment, to the Co-Promotion Agreement dated as of July 31, 2009, by and between the Company and Astellas. Under the Agreement, Astellas and the Company have collaborated on the promotion and marketing of Sumavel DosePro with the Company focusing its sales activities primarily on the neurology market while Astellas focused mostly on primary care physicians. Under the Amendment, beginning Jan. 1, 2012, the Company will assume responsibility from Astellas for marketing Sumavel DosePro to selected primary care physicians and other Astellas-targeted physicians and professionals pursuant to a promotion transition plan to be mutually agreed upon. The Company and Astellas also agreed to terminate the Agreement effective as of March 31, 2012. As a result of the termination, the Company will be required to make two annual tail payments to Astellas, calculated as decreasing fixed percentages of net sales (ranging from a mid- twenties percentage down to a mid-teen percentage) from the segment of physicians and professionals targeted by Astellas during the 12 month period ending on March 31, 2012. About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San Diego, Calif., expressed substantial doubt about Zogenix's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that of the Company's recurring losses from operations and lack of sufficient working capital. The Company also reported a net loss of $60.19 million on $29.67 million of total revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $71.42 million on $14.63 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $116.88 million in total assets, $86.71 million in total liabilities and $30.16 million in total stockholders' equity. * BOND PRICING -- For Week From Dec. 19 to 23, 2011 --------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- AMBAC INC 9.375 8/1/2011 10.000 AMBAC INC 9.500 2/15/2021 10.000 AMBAC INC 7.500 5/1/2023 10.000 AMBAC INC 5.950 12/5/2035 10.000 AHERN RENTALS 9.250 8/15/2013 20.500 AMR CORP 9.000 8/1/2012 20.110 AM AIRLN PT TRST 10.180 1/2/2013 57.000 AM AIRLN PT TRST 9.730 9/29/2014 23.750 AMR CORP 6.250 10/15/2014 23.250 AMR CORP 9.000 9/15/2016 20.000 AM AIRLN PT TRST 7.377 5/23/2019 16.500 AMR CORP 10.200 3/15/2020 19.000 AMR CORP 10.150 5/15/2020 15.840 AMR CORP 9.880 6/15/2020 21.000 AMR CORP 10.290 3/8/2021 21.000 AMR CORP 10.550 3/12/2021 19.500 AMR CORP 10.000 4/15/2021 17.500 AMR CORP 9.750 8/15/2021 20.100 AMR CORP 9.800 10/1/2021 23.500 AMERICAN ORIENT 5.000 7/15/2015 49.767 BANK NEW ENGLAND 9.875 9/15/1999 14.000 BROADVIEW NETWRK 11.375 9/1/2012 83.000 CIRCUS & ELDORAD 10.125 3/1/2012 71.550 DIRECTBUY HLDG 12.000 2/1/2017 28.250 DIRECTBUY HLDG 12.000 2/1/2017 29.000 DELTA PETROLEUM 3.750 5/1/2037 70.000 DUNE ENERGY INC 10.500 6/1/2012 90.250 DYNEGY HLDGS INC 8.750 2/15/2012 62.750 EDDIE BAUER HLDG 5.250 4/1/2014 6.750 EASTMAN KODAK CO 7.250 11/15/2013 35.500 EASTMAN KODAK CO 7.000 4/1/2017 27.500 ENERGY CONVERS 3.000 6/15/2013 42.000 EVERGREEN SOLAR 13.000 4/15/2015 55.000 FAIRPOINT COMMUN 13.125 4/2/2018 4.950 REDDY ICE CORP 13.250 11/1/2015 38.500 FIBERTOWER CORP 9.000 11/15/2012 8.690 GREAT ATLA & PAC 5.125 6/15/2011 1.250 GREAT ATLANTIC 9.125 12/15/2011 1.000 GMX RESOURCES 5.000 2/1/2013 64.571 GMX RESOURCES 5.000 2/1/2013 64.750 GLOBALSTAR INC 5.750 4/1/2028 38.500 HAWKER BEECHCRAF 8.500 4/1/2015 20.100 HAWKER BEECHCRAF 9.750 4/1/2017 9.500 KELLWOOD CO 7.625 10/15/2017 25.000 LEHMAN BROS HLDG 0.250 6/29/2012 23.000 LEHMAN BROS HLDG 6.000 7/19/2012 25.375 LEHMAN BROS HLDG 5.000 1/22/2013 23.143 LEHMAN BROS HLDG 5.625 1/24/2013 26.188 LEHMAN BROS HLDG 5.100 1/28/2013 24.167 LEHMAN BROS HLDG 5.000 2/11/2013 24.250 LEHMAN BROS HLDG 4.800 2/27/2013 23.500 LEHMAN BROS HLDG 4.700 3/6/2013 25.000 LEHMAN BROS HLDG 5.000 3/27/2013 24.000 LEHMAN BROS HLDG 5.750 5/17/2013 25.375 LEHMAN BROS HLDG 4.800 3/13/2014 24.900 LEHMAN BROS HLDG 5.000 8/3/2014 23.510 LEHMAN BROS HLDG 6.200 9/26/2014 23.000 LEHMAN BROS HLDG 5.150 2/4/2015 24.300 LEHMAN BROS HLDG 5.250 2/11/2015 23.130 LEHMAN BROS HLDG 8.800 3/1/2015 24.500 LEHMAN BROS HLDG 7.000 6/26/2015 25.000 LEHMAN BROS HLDG 8.500 8/1/2015 25.500 LEHMAN BROS HLDG 5.000 8/5/2015 23.260 LEHMAN BROS HLDG 7.000 12/18/2015 24.510 LEHMAN BROS HLDG 5.500 4/4/2016 25.375 LEHMAN BROS HLDG 8.920 2/16/2017 24.375 LEHMAN BROS HLDG 6.000 2/12/2018 23.500 LEHMAN BROS HLDG 11.000 6/22/2022 24.950 LEHMAN BROS HLDG 11.000 7/18/2022 22.300 LEHMAN BROS HLDG 11.000 8/29/2022 20.000 LEHMAN BROS HLDG 11.500 9/26/2022 24.950 LEHMAN BROS HLDG 9.500 12/28/2022 22.000 LEHMAN BROS HLDG 9.500 1/30/2023 22.000 LEHMAN BROS HLDG 10.000 3/13/2023 25.000 LEHMAN BROS HLDG 10.375 5/24/2024 25.000 LEHMAN BROS HLDG 11.000 3/17/2028 25.250 LOCAL INSIGHT 11.000 12/1/2017 0.875 MF GLOBAL HLDGS 6.250 8/8/2016 32.000 MF GLOBAL LTD 9.000 6/20/2038 34.000 MANNKIND CORP 3.750 12/15/2013 53.000 PMI GROUP INC 6.000 9/15/2016 20.500 PENSON WORLDWIDE 8.000 6/1/2014 41.254 RADIAN GROUP 5.625 2/15/2013 66.340 REAL MEX RESTAUR 14.000 1/1/2013 50.125 REICHHOLD IND 9.000 8/15/2014 50.875 RESIDENTIAL CAP 8.500 6/1/2012 88.125 RESIDENTIAL CAP 8.500 4/17/2013 76.345 THORNBURG MTG 8.000 5/15/2013 8.500 THQ INC 5.000 8/15/2014 41.500 TOUSA INC 9.000 7/1/2010 13.000 TRAVELPORT LLC 11.875 9/1/2016 30.000 TRAVELPORT LLC 11.875 9/1/2016 31.855 TIMES MIRROR CO 7.250 3/1/2013 32.000 TRIBUNE CO 5.250 8/15/2015 34.000 MOHEGAN TRIBAL 8.000 4/1/2012 62.300 MOHEGAN TRIBAL 6.125 2/15/2013 69.000 MOHEGAN TRIBAL 7.125 8/15/2014 41.875 MOHEGAN TRIBAL 7.125 8/15/2014 44.400 MOHEGAN TRIBAL 6.875 2/15/2015 45.000 TRICO MARINE SER 8.125 2/1/2013 2.500 TRICO MARINE 3.000 1/15/2027 1.000 TEXAS COMP/TCEH 10.250 11/1/2015 32.750 TEXAS COMP/TCEH 10.250 11/1/2015 33.000 TEXAS COMP/TCEH 10.250 11/1/2015 31.235 VERSO PAPER 11.375 8/1/2016 48.000 WILLIAM LYONS 7.625 12/15/2012 31.000 WILLIAM LYON INC 10.750 4/1/2013 26.000 WILLIAM LYON INC 7.500 2/15/2014 25.837 WESTERN EXPRESS 12.500 4/15/2015 39.000 ********* 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 ***