/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120828.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, August 28, 2012, Vol. 16, No. 239 Headlines 1701 COMMERCE: Court Requires $1MM Bond to Keep Automatic Stay ALLY FINANCIAL: Files Form S-3ASR to Sell $3-Bil. of Term Notes AMERICAN AIRLINES: Gives Details on New FAs Contract AMERICAN DEFENSE: Armor Defense Offers to Buy $1MM Shares Anew AMERICAN NATURAL: Paul Ross Discloses 19.9% Equity Stake ATP OIL: Common Stock Ceases Trading on NASDAQ B&T OLSON: Bush Strout Approved as Bankruptcy Counsel B&T OLSON: Bankr. Judge OKs Hutchison for Detainer Action B&T OLSON: Kidder Mathews Approved as Valuation Consultant B&T OLSON: Windermere Real Approved as Exclusive Listing Agent BEST UNION: Taps Sabaratnam & Associates as Bankruptcy Counsel BRAFFITS CREEK ESTATES: Files for Chapter 11 in Las Vegas BROADWAY FINANCIAL: Receives Non-Compliance Notice from NASDAQ CHRIST HOSPITAL: Sale Order Also Binding on Alleged Lienholders CIRCLE ENTERTAINMENT: Borrows $400,000 from Directors, Owners CIRCUS AND ELDORADO: Black Diamond Wants to File Alternative Plan CONSOLIDATION SERVICES: Incurs $150,100 Net Loss in First Quarter COTTON CENTER: Chapter 11 Case Summary & 3 Unsecured Creditors DAFFY'S INC: Files Schedules of Assets and Liabilities DAFFY'S INC: Wants to Hire Weil Gotshal as Bankruptcy Attorneys DCB FINANCIAL: 2nd Amendment to 1.3MM Shares Offering Prospectus DELTA PETROLEUM: DIP Lenders Forbearance Extended Until Aug. 30 DEX MEDIA EAST: Bank Debt Trades at 39% Off in Secondary Market DEX MEDIA WEST: Bank Debt Trades at 36% Off in Secondary Market EFD LTD: Allows Capital Farm OK to Foreclose on Collateral ELBIT VISION: Unveils Inspection System for Thin Glass EMMIS COMMUNICATIONS: Completes Sale of KXOS-FM Station for $85MM EMPIRE RESORTS: Inks Employment Pacts with Misses Pitts & Horner EPICEPT CORP: J. Talley Quits, R. Cook Named Interim Pres. & CEO FIBERTOWER CORP: Says FCC License Cutoff Would Force Liquidation FIRST NATIONAL: Has $967,000 Net Loss in Second Quarter GAMETECH INTERNATIONAL: Has Interim Approval on Yuri Itkis Loan GAMETECH INT'L: James Robertson Resigns from All Positions GATEHOUSE MEDIA: Bank Debt Trades at 68% Off in Secondary Market GATZ PROPERTIES: Files Schedules of Assets and Liabilities GENERAL MOTORS: Positive Cash Flow Cues Fitch to Raise Ratings GENERAL MOTORS: In Early Talks with Banks to Increase Credit Line GEROVA FINANCIAL: Seeks U.S. Recognition of Bermuda Case GEROVA FINANCIAL: Chapter 15 Case Summary GMX RESOURCES: Timothy Benton Resigns as EVP - Geosciences GORDON PROPERTIES: Court Rejects Condo Owners' $315K Claim GREENMAN TECHNOLOGIES: Amends Form S-1 Registration Statement H&M OIL: Lain Faulkner Approved as Financial Adviser HAWKER BEECHCRAFT: Bonuses Rejected as Barred Retention Program HAWKER BEECHCRAFT: Fried Frank Approved as Special Counsel HAWKER BEECHCRAFT: Bank Debt Trades at 28% Off in Secondary Market HYDROFLAME TECHNOLOGIES: Involuntary Chapter 11 Case Summary INFERNO DISTRIBUTION: Case Summary & Top Unsecured Creditors LEGENDS GAMING: Chickasaws' $125 Million Offer Going to Auction LEGENDS GAMING: Gets Interim OK for KCC as Claims Agent LEGENDS GAMING: Heller Draper Approved as Bankruptcy Counsel LEGENDS GAMING: OK'd To Pay Certain Critical Vendors Claims LEGENDS GAMING: DiamondJack's Creditors' Meeting Today LEVELLAND/HOCKLEY: No Longer Has Any Assets, Seeks Chapter 7 LIQUIDMETAL TECHNOLOGIES: Amends 36.8MM Shares Offering Prospectus LOCATION BASED TECHNOLOGIES: PocketFinder Has High-End Customers MARMC TRANSPORT: Court to Hold Trial on Summit Legal Fees Claim METHOD ART: Taps Colliers International to Sell Riverside Property MF GLOBAL: CFTC Says LCs Don't Protect Commodity Customers MORRIS BROWN: Files for Bankruptcy to Avert Foreclosure MW GROUP: To Pay $12,000 to Bidencope for Appraisal Service NEOMEDIA TECHNOLOGIES: Licenses Barcode Patents to Microsoft NET ELEMENT: Has $9.3 Million Credit Agreement with Alfa-Bank NEW LEAF: Edward Eppel Appointed to Board of Directors NEWPAGE CORP: NY Bankr. Judge Robert Drain Named Mediator NEWPAGE CORP: To File Plan Disclosures by Aug. 31 NEXSTAR BROADCASTING: To Sell Net Assets of KBTV for $14 Million NEXTWAVE WIRELESS: Polygon Management Discloses 10% Equity Stake NEXTWAVE WIRELESS: Avenue Capital Discloses 16.7% Equity Stake NEXTWAVE WIRELESS: Agrees to Amend Senior Secured Notes NEXTWAVE WIRELESS: Douglas Manchester Discloses 5.2% Equity Stake NORTHSTAR AEROSPACE: Christopher Picone OK'd as Wind Down Officer NORTHSTAR AEROSPACE: Wants to Hire Grant Thornton as Tax Advisors OVERLAND PARK: Moodys Lowers Ratings on $43.7MM Bonds to 'Ba1' PARK LANE I: Files to Regain Control of Cliffs at Ricky Ridge PEACHWOOD INVESTMENTS: Case Summary & Unsecured Creditor PEGASUS RURAL: Access to Cash Collateral Expires Aug. 31 POWERWAVE TECHNOLOGIES: Amends License Agreement with Tatfook RADIENT PHARMACEUTICALS: Amends License Agreement with GCDx RCN TELECOM: Credit Repricing No Impact on Moody's 'B1' CFR RENASCENT INC: Chapter 11 Case Reinstated REPWEST INSURANCE: A.M. Best Affirms 'B' Financial Strength Rating RESIDENTIAL CAPITAL: Seeks More Exclusivity Amid Examiner Probe REVEL ENTERTAINMENT: Bank Debt Trades at 25% Off RG STEEL: Court Sets Sept. 24 Set as General Claims Bar Date RG STEEL: Nucor Buys Wheeling Corrugating Unit for $7 Million ROBERTS LAND: Plan, Dismissal Hearing Set for Sept. 6 ROSETTA GENOMICS: Expands Management Team and Laboratory Capacity SAN BERNARDINO, CA: Taps Rust Consulting as Claims/Noticing Agent SAPPHIRE VP: Plan of Liquidation Declared Effective SEARCHMEDIA HOLDINGS: Phillip Frost Owns 10.5MM Ordinary Shares SHEEHAN MEMORIAL: Voluntary Chapter 11 Case Summary SIAG AERISYN: Has Until Oct. 31 to Propose Chapter 11 Plan STEREOTAXIS INC: J. Keegan and R. Messey Elected to Board SUNRISE SENIOR: Fitch Says Acquisition Won't Affect Ratings SUPERIOR PLUS: DBR Confirms 'BB(high)' Issuer Rating TOWER OAKS: Bankruptcy Judge Dismisses Chapter 11 Case TOWER OAKS: Taps Christopher Fogleman on Foreclosure Proceedings TOWER OAKS: Wants to Hire Hughes & Bentzen as Bankruptcy Counsel TRANS-LUX CORP: Henry Hackel Discloses 4.9% Equity Stake TRIBUNE CO: Cablevision Blacks Out Tribune Stations Over Fee Spat TRIBUNE CO: Bank Debt Trades at 25% Off in Secondary Market TRUSTWORTHY RADIO: Files for Chapter 11 Bankruptcy in Utah TVGA ENGINEERING: Case Summary & 20 Largest Unsecured Creditors TXU CORP: Bank Debt Trades at 33% Off in Secondary Market TXU CORP: Bank Debt Trades at 27% Off in Secondary Market UTSTARCOM HOLDINGS: To Hold 2012 Annual Meeting on Sept. 28 VIKING SYSTEMS: Enters Into New Executive Agreements * Tropical Storm Isaac Closes Courthouses in 5th Circuit * Nine Mintz Levin Bankruptcy Attorneys Lauded * Large Companies With Insolvent Balance Sheet ********* 1701 COMMERCE: Court Requires $1MM Bond to Keep Automatic Stay -------------------------------------------------------------- One day prior to the scheduled hearing to approve the disclosure statement explaining 1701 Commerce LLC's plan of reorganization, Bankruptcy Judge Dennis Michael Lynn ruled on the request of Dougherty Funding, LLC, to dismiss the Chapter 11 case and another request for relief from the automatic stay. In his ruling on Aug. 23, Judge Lynn denied the Motion to Dismiss. As to the request for stay relief, Judge Lynn said the automatic stay would terminate at 10:00 a.m. local time on Aug. 24, 2012, unless, prior to such time, the Debtor deposits in the court's registry $1 million, in the form of cash (or a cash equivalent satisfactory to the court), in which event the stay will continue. Judge Lynn said, if the Debtor posts the deposit, the Debtor will have until Nov. 24, 2012 to obtain a Court order confirming a plan of reorganization, provided, however, the Debtor must pay to Dougherty by Sept. 5, 2012, October 5, 2012, and Nov. 5, 2012 the additional sum of $241,000. If the Debtor has not obtained a confirmation order by Nov. 24, 2012, the automatic stay and the exclusive right of the Debtor to propose and solicit acceptances of a plan will terminate. The ruling further provides that, if the Debtor (or one of its affiliates) posts the cash bond and timely confirms a plan, the Deposit will be disposed of as provided in the plan. If the Debtor (or one of its affiliates) posts the cash bond but does not timely obtain a confirmation order, the cash bond will be disposed of as follows: first in payment to Dougherty of any deficiency in its collateral to satisfy its claims, such deficiency to be determined by the Court; second in payment of all administrative expenses allowable under 11 U.S.C. Sections 507(a)(2) and 503(b); and third to Vestin Originations, Inc. The Court conducted a hearing with respect to Dougherty's Motions over a period of four days, and heard testimony from Craig Burr, senior vice president of 1701 Commerce; and John Lewis Greisen, senior vice president of Dougherty. The Court also received into evidence exhibits. In 2007, Dougherty agreed to make a $39.6 million senior loan to non-party Presidio Hotel Forth Worth, L.P. to purchase and rehabilitate the property at 1701 Commerce Street, Fort Worth, Texas, commonly known as the Sheraton Fort Worth Hotel and Spa. The Senior Loan was secured by a first mortgage on the Property. The balance now due on the Senior Loan is roughly $44.5 million. After entering into the Senior Loan, Presidio needed further funds to complete refurbishing of the Property and so entered into an additional loan with Vestin, the Debtor's affiliate, for roughly $10 million in subordinated financing. Vestin took a second lien on the Property to secure the Junior Loan and assigned the Junior Loan and related security documents to three of its affiliates, in early May 2008. The Property has also received financial support and a commitment to Presidio for future financial support in the form of a 20-year tax agreement with the City of Fort Worth. Since 2011, the Property has been operated by Richfield Hospitality, Inc., a professional hotel management company. Richfield operates the Property pursuant to a contract between it and Borrower. When Presidio obtained the Junior Loan in May 2008, Dougherty and Vestin entered into a Subordination and Intercreditor Agreement, which established the rights of the respective secured creditors in the Property, including the circumstances under which each might foreclose. During 2011, Presidio reported to Dougherty and the Vestin Affiliates that it would have difficulty meeting its debt obligations. The Debtor, a wholly owned subsidiary of Vestin, was created as a special purpose vehicle to take the place of the Vestin Affiliates respecting the Property, thus limiting the potential exposure of other assets of the Vestin Affiliates in the future. On Nov. 30, 2011, the Vestin Affiliates purported to assign their interests pertaining to the Junior Loan to the Debtor, pursuant to an assignment of deed of trust. Dougherty asserts that this assignment violates the Intercreditor Agreement. In December 2011, Presidio defaulted on both the Senior Loan and Junior Loan. On Dec. 19, 2011, Dougherty sent Presidio a letter notifying it of defaults. On Jan. 4, 2012, the Debtor, as successor in interest to the Vestin Affiliates, also sent Presidio a letter notifying it of defaults. On Jan. 17, 2012, the Debtor posted the Property for a Feb. 7, 2012 foreclosure sale. The foreclosure sale never occurred. On Feb. 3, 2012, Dougherty and Presidio filed suit in the 141st Judicial District Court of Tarrant County, Texas, in which they unsuccessfully sought to restrain the Debtor from foreclosing on the Property. On Feb. 7, 2012, the day scheduled for the foreclosure, Presidio transferred title to the Property to the Debtor via a deed-in-lieu of foreclosure. In exchange for executing the Deed-In-Lieu Agreement, Presidio, and, in their capacity as guarantors of the Junior Loan, Presidio's principals, received a complete release from the Debtor of all claims and obligations arising from the Junior Loan, conditioned only on the Deed-In-Lieu Agreement not being subsequently overturned by judicial decision. Dougherty then posted the Property for a March foreclosure. Dougherty allegedly did so before Feb. 10, 2012, the day it learned about Presidio's transfer of the Property to the Debtor. The parties raised a dispute over the terms of Intercreditor Agreement in state court when the Debtor obtained a temporary restraining order prohibiting Dougherty from foreclosing on the Property. Vestin and the Debtor assert that the Intercreditor Agreement prohibited Dougherty from interfering with the Debtor's acquisition of the Property by the Deed-in-Lieu Agreement. Dougherty asserts that the Intercreditor Agreement prohibited Debtor from acquiring the Property through the Deed-in-Lieu Agreement. On March 26, 2012, the evening immediately prior to the evidentiary hearing respecting dissolution or continuation of the restraints provided by the TRO, the Debtor filed for chapter 11 bankruptcy, frustrating Dougherty's plan to proceed in state court and Dougherty's planned foreclosure of the Property. Following the Debtor's chapter 11 filing, the Debtor filed a plan of reorganization and accompanying disclosure statement. The Debtor was not a party to the agreements between Presidio and, inter alia, the City, Presidio's franchisor (Sheraton), and Richfield, but the Debtor has taken steps to assume Presidio's position vis-a-vis those entities. Terms of the plan were reported in the July 23 edition of the Troubled Company Reporter. A copy of Judge Lynn's Aug. 23, 2012 Memorandum Opinion and Order is available at http://is.gd/GM7Vfyfrom Leagle.com. About 1701 Commerce 1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on March 26, 2012. 1701 Commerce LLC was previously named Presidio Ft. Worth Hotel LLC, but changed its name to 1701 Commerce LLC, prior to the petition date to reduce and minimize any potential confusion relating to an entity named Presidio Fort Worth Hotel LP, an unrelated and unaffiliated partnership that was the former owner of the hotel property owned by the Debtor. 1701 Commerce LLC is a Nevada limited liability company whose members are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II, Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are managed by Richfield Hospitality Group, an independent management company that is not affiliated with the Debtor or any of its members. 1701 Commerce LLC owns and operates a full service "Sheraton Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor also operates a Shula's steakhouse at the Hotel. Judge D. Michael Ly1nn presides over the bankruptcy case. The Law Office of John P. Lewis, Jr., represents the Debtor. The Debtor disclosed $71,842,322 in assets and $44,936,697 in liabilities. ALLY FINANCIAL: Files Form S-3ASR to Sell $3-Bil. of Term Notes --------------------------------------------------------------- Ally Financial Inc. may offer to sell its notes from time to time. While Ally initially is targeting an aggregate principal amount of $3,000,000,000 of issuances of Ally Financial Term Notes, Ally has registered an indeterminate amount of Ally Financial Term Notes and may issue a greater aggregate principal amount of Ally Financial Term Notes. The specific terms of each Ally Financial Term Note will be set prior to the time of sale and described in a pricing supplement to this prospectus. * The Ally Financial Term Notes will mature from 9 months to 30 years from date of issue, as specified in the applicable pricing supplement. * The Ally Financial Term Notes may be subject to redemption or repayment at Ally's option or the option of the holder, as specified in the applicable pricing supplement. * The Ally Financial Term Notes will bear interest at either a fixed or floating rate, as specified in the applicable pricing supplement. The floating interest rate formula may be based on the Treasury Rate, the Prime Rate, or LIBOR. * Interest on fixed rate Ally Financial Term Notes will be paid monthly, quarterly, semi-annually or annually or as otherwise specified in the applicable pricing supplement. Interest on floating rate Ally Financial Term Notes will be paid on dates specified in the applicable pricing supplement. * Unless otherwise specified in the applicable pricing supplement, the Ally Financial Term Notes will have minimum denominations of $1,000 increased in integral multiples of $1,000. A copy of the Form S-3ASR is avialable for free at: http://is.gd/5BFJRw About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. Ally reported a net loss of $157 million in 2011, compared with net income of $1.07 billion in 2010. Net income was $310 million for the three months ended March 31, 2012. The Company's balance sheet at June 30, 2012, showed $178.56 billion in total assets, $160.19 billion in total liabilities and $18.36 billion in total equity. * * * In February 2012, Fitch Ratings downgraded the long-term Issuer Default Rating (IDR) and the senior unsecured debt rating of Ally Financial and its subsidiaries to 'BB-' from 'BB'. The Rating Outlook is Negative. The downgrade primarily reflects deteriorating operating trends in ResCap, which has continued to be a drag on Ally's consolidated credit profile, as well as exposure to contingent mortgage-related rep and warranty and litigation issues tied to ResCap, which could potentially impact Ally's capital and liquidity levels. As reported by the TCR on May 22, 2012, Standard & Poor's Ratings Services revised its outlook on Ally Financial Inc. to positive from stable. At the same time, Standard & Poor's affirmed its ratings, including its 'B+' long-term counterparty credit and 'C' short-term ratings, on Ally. "The outlook revision reflects our view of potentially favorable implications for Ally's credit profile arising from measures the company announced May 14, 2012, designed to resolve issues relating to Residential Capital LLC, Ally's troubled mortgage subsidiary," said Standard & Poor's credit analyst Tom Connell. In the May 28, 2012, edition of the TCR, DBRS, Inc., has placed the ratings of Ally Financial Inc. and certain related subsidiaries, including its Issuer and Long-Term Debt rating of BB (low), Under Review Developing. This rating action follows the decision by Ally's wholly owned mortgage subsidiary, Residential Capital, LLC (ResCap) to file a pre- packaged bankruptcy plan under Chapter 11 of the U.S. Bankruptcy Code. AMERICAN AIRLINES: Gives Details on New FAs Contract ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports AMR Corp. filed papers on Aug. 24 to receive formal court approval for the new union contract the flight attendants ratified this month. The approval hearing will take place Sept. 11. According to the report, for accepting a new six-year contract in lieu of forcing the judge to impose concessions, the Association of Professional Flight Attendants was given several benefits. Under a reorganization plan, the flight attendants' union will receive 3% of the company's new stock as compensation for the concessions. The report relates that courts have held that unions otherwise don't have claims for damages if a contract is terminated by the judge. The union will receive as much as $7 million to reimburse expenses incurred in connection with the new contract. There is a modified most-favored-nations clause, where AMR must receive the same percentage concessions from pilots or else the cabin workers' contract will be adjusted. The report notes that the new contract freezes the defined-benefit pension plan and initiates a defined-contribution plan. The cabin attendants will each receive a $1,500 bonus, plus wage increases under the new contract. The new contract is designed to save $195 million a year, or 17%, based on union wages and benefits before the concessions. Going into discussions with the union, AMR was asking for 20%. The Bloomberg report discloses that AMR has a Sept. 4 hearing where the airline will ask the judge to impose a modified contract on the pilots. AMR made two changes in provisions the judge ruled to be in excess of what the airline needs. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN DEFENSE: Armor Defense Offers to Buy $1MM Shares Anew -------------------------------------------------------------- Armor Defense Systems, Inc., offered to purchase for a tax-free share exchange up to $1,101,743 in value of shares of common stock, $0.001 par value per share of American Defense Systems, Inc., upon the terms and subject to the conditions set forth in the Offer to Purchase, dated Aug. 23, 2012. The Offer is being made pursuant to a Section 253 of the Delaware General Corporation Law. Specifically, assuming a minimum of 90% of the issued and outstanding share of American Defense elect to tender pursuant to the offer, American Defense and Armor Defense will enter in to Agreement and Plan of Merger. The Merger Agreement will provide, among other things, that pursuant to the Offer and subject to certain conditions, Armor Defense will be merged with and into American Defense, with Subject Company continuing as the surviving corporation. In the Merger, each share outstanding immediately prior to the effective time of the Merger will be canceled and converted into the right to receive one share of Armor Defense. Under no circumstances will interest be paid on the purchase price for the Securities, regardless of any extension of the Offer or any delay in making payment for the Securities. As reported by the TCR on June 20, 2012, Armor Defense offered to purchase for a tax-free share exchange up to $1,542,441 in value of shares of common stock, $0.001 par value per share of American Defense. The Offer was subsequently withdrawn. No securities were sold in connection with this tender offer and no tender of American Defense securities occurred. A copy of the Tender Offer Statement is available for free at: http://is.gd/KXpgrN About American Defense Hicksville, N.Y.-based American Defense Systems, Inc., is a defense and security products company engaged in three business areas: customized transparent and opaque armor solutions for construction equipment and tactical and non-tactical transport vehicles used by the military; architectural hardening and perimeter defense, such as bullet and blast resistant transparent armor, walls and doors. The Company also operates the American Institute for Defense and Tactical Studies. The Company is in the process of negotiating a sale or disposal of the portion of its business related to the operation of a live-fire interactive tactical training range location in Hicksville, N.Y. The portion of the Company's business related to vehicle anti-ram barriers such as bollards, steel gates and steel wedges that deploy out of the ground was sold as of March 22, 2011. After auditing the 2011 financial statements, Marcum LLP, in Melville, New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company had a working capital deficiency of $867,000, an accumulated deficit of $17.0 million, shareholders' deficiency of $235,000 and cash on hand of $132,000. The Company had operating losses of $3.30 million and $3.69 million for the years ended Dec. 31, 2011 and 2010, respectively. The Company had income from continuing operations for the year ended Dec. 31, 2011, of $6.83 million, including a gain of $12.8 million on the redemption of mandatorily redeemable preferred stock, and a loss from continuing operations for the year ended Dec. 31, 2010, of $8.17 million. The Company had net income (losses) of $9.37 million and $(9.38 million) for the years ended Dec. 31, 2011 and 2010, respectively. The Company's balance sheet at June 30, 2012, showed $2.25 million in total assets, $2.97 million in total liabilities, all current, and a $723,370 total shareholders' deficiency. AMERICAN NATURAL: Paul Ross Discloses 19.9% Equity Stake -------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Paul Alexander Ross and his affiliates disclosed that, as of July 31, 2012, they beneficially own 5,597,057 shares of common stock of American Natural Energy Corporation representing 19.9% of the shares outstanding. A copy of the filing is available for free at http://is.gd/tEgvxR About American Natural American Natural Energy Corporation (TSX Venture: ANR.U) is a Tulsa, Oklahoma-based independent exploration and production company with operations in St. Charles Parish, Louisiana. The Company reported a net loss of $905,792 in 2011, compared with a net loss of $2.06 million in 2010. In its audit report accompanying the 2011 financial statements, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss in 2011 and has a working capital deficiency and an accumulated deficit at Dec. 31, 2011. The Company's balance sheet at June 30, 2012, showed $17.11 million in total assets, $10.44 million in total liabilities and $6.67 million in total stockholders' equity. ATP OIL: Common Stock Ceases Trading on NASDAQ ---------------------------------------------- ATP Oil & Gas Corporation received a letter from The NASDAQ Stock Market notifying the Company that in accordance with Listing Rules 5101, 5110(b), and IM-5101-1, the staff of NASDAQ has determined that the Company's common stock will be delisted from NASDAQ. The NASDAQ staff reached its decision under NASDAQ Listing Rules 5101, 5110(b), and IM-5101-1 based upon the Company's bankruptcy filing and the associated public interest concerns raised by it, concerns regarding the residual equity interest of the existing listed securities holders and concerns about the Company's ability to sustain compliance with all requirements for continued listing on NASDAQ. The delinquent filing of the Company's Form 10-Q for the period ended June 30, 2012, serves as an additional basis. Given the continued listing requirements, the early status of the bankruptcy case and the demands the bankruptcy case has posed on the Company's resources, the Company does not plan to appeal the NASDAQ staff's determination to delist the Company's common stock. Accordingly, trading of the Company's common stock will be suspended at the opening of business on Aug. 29, 2012, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's common stock from listing and registration on NASDAQ. After the Company's common stock is delisted by NASDAQ, it may trade on the OTC Markets Group Inc. or the OTC Bulletin Board. The Company's stock will be eligible for trading only on the Pink Sheets unless and until it is eligible for trading on the OTCBB. OTCBB trading may occur only if a market maker applies to quote the Company's common stock; however, a potential market maker's application to quote the Company's common stock on OTCBB will not be cleared until the Company is current in its reporting obligations under the Securities Exchange Act of 1934. There is no assurance that the Company will become current in its reporting obligations, that any market maker will apply to quote the Company's common stock or that the Company's common stock will become eligible to trade on the OTCBB. About ATP Oil Houston, Tex.-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The company disclosed $3,638,399,000 in assets and $3,485,838,000 in liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan, $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent, $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. The Bloomberg report disclosed that ATP reported a net loss of $145.1 million in the first quarter on revenue of $146.6 million. Income from operations in the quarter was $11.8 million. For 2011, the net loss was $210.5 million on revenue of $687.2 million. B&T OLSON: Bush Strout Approved as Bankruptcy Counsel ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized B&T Olson Family LLC to employ Bush Strout & Kornfeld as bankruptcy counsel. As reported in the Troubled Company Reporter on May 22, 2012, the Bankruptcy Court approved on a conditional basis, subject to final approval after notice and hearing, the employment of Bush Strout to represent the Debtor. Prepetition, the Debtor provided BSK with a $100,000 retainer on April 26, 2012; $34,573 of the retainer was applied in payment of BSK's prepetition fees and costs. There is $65,426 remaining. BSK represents no other entity in connection with the Debtor's case, is not a creditor, is disinterested as that term is defined in 11 U.S.C. Sec. 101(14), and represents or holds no interest adverse to the interest of the estate with respect to the matters on which it is to be employed. About B&T Olson Family Snohomish, Washington-based B&T Olson Family LLC filed for Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on April 26, 2012, in Seattle on April 26, 2012. B&T Olson disclosed $18.3 million in assets and $17.5 million in assets in its schedules. The Debtor owns six properties in Lake Stevens, Stanwood, and Camano Island, Washington. Four properties worth $16 million secure $12 million of debt to Opus Bank. Brett T. Olson and Christina L. Olson own the Debtors. Judge Karen A. Overstreet oversees the case. James L. Day, Esq., and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP, serve as the Debtor's counsel. Opus Bank is represented by Brian C. Free, Esq., and Amit D. Ranade, Esq., at Hillis Clark Martin & Peterson P.S. B&T OLSON: Bankr. Judge OKs Hutchison for Detainer Action --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized B&T Olson Family LLC to employ Hutchison & Foster as special counsel. HF's services would include legal advice and representation with respect to the enforcement of the Debtor's rights and remedies against tenants as necessary. This would include, but not be limited to, the commencement of a forcible detainer action against the Debtor's tenant, Stanwood Physical Therapy in the Debtor's Downtown Port Susan Building. SPT is unlawfully occupying certain vacant space that is adjacent to the space leased by SPT, has caused damages to the premises. To the best of the Debtor's knowledge, HF is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About B&T Olson Family Snohomish, Washington-based B&T Olson Family LLC filed for Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on April 26, 2012, in Seattle on April 26, 2012. B&T Olson disclosed $18.3 million in assets and $17.5 million in assets in its schedules. The Debtor owns six properties in Lake Stevens, Stanwood, and Camano Island, Washington. Four properties worth $16 million secure $12 million of debt to Opus Bank. Brett T. Olson and Christina L. Olson own the Debtors. Judge Karen A. Overstreet oversees the case. James L. Day, Esq., and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP, serve as the Debtor's counsel. Opus Bank is represented by Brian C. Free, Esq., and Amit D. Ranade, Esq., at Hillis Clark Martin & Peterson P.S. B&T OLSON: Kidder Mathews Approved as Valuation Consultant ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized B&T Olson Family LLC to employ Kidder Mathews as valuation consultant with respect to the Debtor's real properties. KM's services would include consultation and analysis with respect to the value of the properties, and testimony as necessary with respect to same. KM is expected to facilitate the Debtor's ability to formulate a plan of reorganization and support its liquidation analysis, and to respond to motions for relief from the automatic stay that have been or may be filed. To the best of the Debtor's knowledge, KM is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About B&T Olson Family Snohomish, Washington-based B&T Olson Family LLC filed for Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on April 26, 2012, in Seattle on April 26, 2012. B&T Olson disclosed $18.3 million in assets and $17.5 million in assets in its schedules. The Debtor owns six properties in Lake Stevens, Stanwood, and Camano Island, Washington. Four properties worth $16 million secure $12 million of debt to Opus Bank. Brett T. Olson and Christina L. Olson own the Debtors. Judge Karen A. Overstreet oversees the case. James L. Day, Esq., and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP, serve as the Debtor's counsel. Opus Bank is represented by Brian C. Free, Esq., and Amit D. Ranade, Esq., at Hillis Clark Martin & Peterson P.S. B&T OLSON: Windermere Real Approved as Exclusive Listing Agent -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized B&T Olson Family LLC to employ Windermere Real Estate - C.I.R., Inc., as exclusive listing agent for the Port Susan Property, and Camano Properties. Windermere is expected to act as exclusive listing agent for the sale of the real property commonly known as: 1. 9612 270th Street NW, Stanwood, Washington, together with all improvements to that real property (the Port Susan Property); and 2. Buildings D, E & F, and G, located at 848 N. Sunrise Blvd., Camano Island, Washington, together with all improvements to that real property. The Port Susan Property is listed for $4,500,000, while Building D of the Camano Properties will be listed for $999,000. Building E & F of the Camano Properties will be listed for $1,598,000. Building G of the Camano Properties will be listed for $759,000. The Debtor will pay a commission to Windermere equal to 5% of the final sales price received by the seller for the Port Susan Property and the Camano Properties. Any sale of the Port Susan Property and the Camano Properties would be subject to further Court order. Additionally, Windermere will also serve as exclusive listing agent for the lease of approximately: -- 21,000 square feet within the Port Susan Property pursuant to the Sale Listing Agreement; and -- 5,000 square feet within Building E & F and the lease of approximately 1,000 square feet of Building G of the Camano Properties pursuant to the Lease Listing Agreement. The Port Susan Property will be listed for lease at a starting rent of $0.50 per square foot plus triple net, with rent increases after six months subject to negotiation and to be based on the viability of the tenant and proposed term of the lease. The Camano Properties will be listed for lease at a starting rent of $0.50 per square foot plus triple net, with rent increases after six months subject to negotiation and to be based on the viability of the tenant and proposed term of the lease. The commission to be split between Windermere and the lessee's agent is also subject to negotiation. Typically in commercial lease agreements the agents' commission is five percent of the net rent to be paid under the lease. Any lease of the Port Susan Property and Camano Properties would be subject to further Court order. About B&T Olson Family Snohomish, Washington-based B&T Olson Family LLC filed for Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on April 26, 2012, in Seattle on April 26, 2012. B&T Olson disclosed $18.3 million in assets and $17.5 million in assets in its schedules. The Debtor owns six properties in Lake Stevens, Stanwood, and Camano Island, Washington. Four properties worth $16 million secure $12 million of debt to Opus Bank. Brett T. Olson and Christina L. Olson own the Debtors. Judge Karen A. Overstreet oversees the case. James L. Day, Esq., and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP, serve as the Debtor's counsel. Opus Bank is represented by Brian C. Free, Esq., and Amit D. Ranade, Esq., at Hillis Clark Martin & Peterson P.S. BEST UNION: Taps Sabaratnam & Associates as Bankruptcy Counsel -------------------------------------------------------------- The Best Union asks the U.S. Bankruptcy Court for the Central District of California for permission to employ Mufthiha Sabaratnam, Esq., at Sabaratnam & Associates as bankruptcy counsel. The firm received $15,000 payment from 3rd party, CKL Investment Corporation, for services rendered to Debtor pre-filing. The firm also received just prior to filing, $5000 as a prepetition retainer to be disbursed only pursuant to the provisions of the Application and the Court's order with respect to the application. A separate check for $1,046 for filing fees was also paid to the firm by CKL Investment Corporation. The attorney expects that her compensation will be based upon a combination of factors, including without limitation: customary hourly fees $300 to Ms. Sabaratnam; $250 per hour for associate attorneys; and $65 per hour for paralegals, in addition to costs and expenses. About The Best Union West Covina, California-based, The Best Union LLC, owns properties in West Covina and Fresno, California. Bank of China and SPCP Group V, LLC, have secured claims of $5.888 million and $2.255 million, respectively. The West Covina property generated income of $752,000 last year. The Fresno property generated income of $251,000 in 2011. The Company filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 12-32503) on June 28, 2012. Bankruptcy Judge Peter Carroll presides over the case. Mufthiha Sabaratnam, Esq., at Sabaratnam and Associates represents the Debtor in its restructuring effort. The Debtor has scheduled assets of $11,431,364, and scheduled liabilities of $9,195,179. The petition was signed by James Lee, manager. BRAFFITS CREEK ESTATES: Files for Chapter 11 in Las Vegas --------------------------------------------------------- Braffits Creek Estates, LLC, filed a bare-bones Chapter 11 petition (Bankr. D. Nev. Case No. 12-19780) on Aug. 23, 2012. Braffits, a single asset real estate, owns raw land located 3200 Subdivision, in Iron County, Utah. The Debtor estimated assets of at least $10 million and debts of $1 million to $10 million. According to the case docket, a meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled for Sept. 27, 2012, at 1:00 p.m. The Debtor is represented by David J. Winterton, Esq., in Las Vegas. BROADWAY FINANCIAL: Receives Non-Compliance Notice from NASDAQ -------------------------------------------------------------- Broadway Financial Corporation received a letter, dated Aug. 20, 2012, from the Nasdaq Listing Qualifications Department stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company has not yet filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the second quarter of 2012. Rule 5250(c)(1) requires that Nasdaq listed companies file their required periodic financial reports with the SEC on a timely basis. The Company is not able to complete its financial statements as of and for the quarter ended June 30, 2012, and therefore is not able to complete preparation of its second quarter 2012 Form 10-Q, because the Company has concluded that the consolidated financial statements of the Company and its wholly owned subsidiary, Broadway Federal, for the year ended Dec. 31, 2011, and the related discussion of results of operations and financial condition included in the Company's annual report on Form 10-K for the year ended Dec. 31, 2011, should be restated and should no longer be relied on. Management also concluded that the Company's previously issued earnings release summarizing the Company's financial results for the first quarter of 2012, including the summary financial statements included therein, should be revised and should no longer be relied upon. This caused the delay in the filing of the second quarter 2012 Form 10-Q. Under the Listing Rules of the Nasdaq Small-Cap Market, the Company must submit a plan to Nasdaq within 60 calendar days from the date of its receipt of the Nasdaq letter for coming into compliance with Listing Rule 5250(c)(1). If Nasdaq accepts the plan, the Listing Rules further provide that Nasdaq may grant an exception to the Company of up to 180 calendar days from the original due date of the Company's Form 10-Q, or until Nov. 19, 2012, to regain compliance with Listing Rule 5250(c)(1). The Company expects to file its second quarter 2012 Form 10-Q by Sept. 30, 2012. About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is currently regulated by the Board of Governors of the Federal Reserve System ("FRB"). The Bank is currently regulated by the Office of the Comptroller of the Currency ("OCC") and the Federal Deposit Insurance Corporation ("FDIC"). Crowe Horwath LLP, in Costa Mesa, California, issued a "going concern" qualification on the financial statements for the year ended Dec. 31, 2011. The independent auditors noted that the Company has a tax sharing liability to its consolidated subsidiary that exceeds its available cash. The liability will be settled pursuant to the tax sharing agreement on or before April 2, 2012, at which point the Company will run out of operating cash. "In addition, the Company is in default under the terms of a $5 million line of credit with another financial institution lender. Finally, the Company has sustained recurring operating losses mainly caused by elevated levels of loan losses, and as discussed in Note 15, the Company and its Bank subsidiary, Broadway Federal Bank are both under formal regulatory agreements." The Company's balance sheet at March 31, 2012, showed $413.38 million in total assets, $390.59 million in total liabilities and $22.79 million in total stockholders' equity. CHRIST HOSPITAL: Sale Order Also Binding on Alleged Lienholders --------------------------------------------------------------- The Hon. Morris Stern of the U.S. Bankruptcy Court for the District of New Jersey ordered that alleged lienholders in the Chapter 11 case of Christ Hospital in Jersey City, N.J., will be bound by the sale order with the same force and effect as all other creditors bound to the sale order, and any objection to the same is overruled. The order was entered after certain alleged lienholders were omitted from service of the original sale motion and sale order. About Christ Hospital Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in 1872 by an Episcopalian priest, is a 367-bed acute care hospital located in Jersey City, New Jersey at 176 Palisade Avenue, serving the community of Hudson County. The Debtor is well-known for its broad range of services from primary angioplasty for cardiac patients to intensity modulated radiation therapy for those battling cancer. Christ Hospital is the only facility in Hudson County to offer IMRT therapy, which is the most significant breakthrough in cancer treatment in recent years. Christ Hospital filed for Chapter 11 after an attempt to sell the assets fell through. Judge Morris Stern presides over the case. Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's counsel. Alvarez & Marsal North America LLC serves as financial advisor. Logan & Company Inc. serves as the Debtor's claim and noticing agent. The Debtor disclosed $37,575,746 in assets and $96,433,231 in liabilities. The Health Professional and Allied Employees AFT/AFI-CIO is represented in the case by Mitchell Malzberg, Esq., at Mitnick & Malzberg P.C. DIP lender HFG is represented in the Debtor's case by Benjamin Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at Wollmuth Maher & Deutsch LLP. Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as counsel to the Official Committee of Unsecured Creditors. J.H. Cohn LLP serves as financial advisor to the committee. Suzanne Koenig of SAK Management Services, LLC, has been appointed as patient care ombudsman. She is represented by Greenberg Traurig as counsel. Hudson Hospital Holdco is represented in the case by McElroy, Deutsch, Mulvaney & Carpenter, LLP. Community Healthcare Associates is represented in the case by Lowenstein Sandler PC. Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center, which joined in CHA's bid, is represented by Duane Morris LLP. In Marchl 2012, the Bankruptcy Court authorized Christ Hospital to sell its facility to Hudson Hospital Propco LLC and Hudson Hospital Holdco LLC after a bidding and auction process. In consideration of the sale, transfer, conveyance and assignment of the Assets, the Purchaser will assume liabilities; pay to Seller cash in the amount of $29,496,000; pay the amount of $3,500,000 to satisfy a portion of Seller's obligations to the PBGC; pay all Transfer Taxes due in connection with the closing of the transactions, currently estimated to be $300,000; pay the cost of all director and officer "tail" insurance coverage, in the amount currently estimated to be $150,000; and release all rights to the Good Faith Deposit and any right to repayment of the Good Faith Deposit. In July 2012, a state court judge approved the planned $45.3 million sale of Christ Hospital in Jersey City, N.J., to a for-profit operator of other local hospitals. CIRCLE ENTERTAINMENT: Borrows $400,000 from Directors, Owners ------------------------------------------------------------- On Aug. 16 through Aug. 17, 2012, certain of the directors, executive officers and greater than 10% stockholders of Circle Entertainment Inc. made unsecured demand loans to the Company totaling $400,000, bearing interest at the rate of 6% per annum. The Company intends to use the proceeds from the Loans to fund working capital requirements and for general corporate purposes. Because certain of the directors, executive officers and greater than 10% stockholders of the Company made the Loans, a majority of the Company's independent directors approved the transaction. On Aug. 23, 2012, a Termination and Settlement Agreement was entered into by the Company, terminating the Exclusive License Agreement and the Development Agreement between Circle Entertainment SV-I, LLC, the Company's wholly owned subsidiary, US ThrillRides, LLC, and William J. Kitchen relating to the SkyView technology. The principal terms of the Termination and Settlement Agreement are as follows: 1. The parties to the Original Agreements have released each other from all obligations thereunder. 2. Circle will have the right, but not the obligation, to use the SkyView escape technology in as many as four wheel amusement rides: one in Orlando, Florida and three others at sites to be designated within 36 months. Each designated site will be protected by a 100 mile geographic radius against competing wheel amusement rides affiliated with Kitchen/USTR. 3. To the extent that there are any improvements made in the escape system, Kitchen will be the owner of those improvements. 4. Circle has paid $290,000 towards legal fees purportedly due under the Original Agreements in connection with protecting Kitchen's intellectual property through patent filings and certain pending third party litigation and will be required to pay up to an additional $150,000 for related legal fees incurred by Kitchen. Circle has also paid $40,000 to reimburse Kitchen/USTR for expenses incurred by them under the Original License Agreement. 5. Circle will pay Kitchen a one-time $4 million royalty upon the earlier of (x) the closing of a loan or financing for Circle's pending Orlando, Florida project or (y) Dec. 31, 2012, and will continue paying $55,000 per month to Kitchen/USTR under the Original License Agreement until the $4 million royalty is paid. Fifty percent of each $55,000 monthly payment will be credited against the $4 million royalty, as long as the $4 million royalty is paid timely. If no loan or financing for the Orlando, Florida project has been closed by September 30, 2012, Circle needs to advance $250,000 against the $4 million royalty. 6. Circle will provide a letter of support to Kitchen/USTR in certain pending third party litigation relating to the SkyView technology. On Aug. 19, 2012, Robert Sudack, an independent member of the Company's board of directors, passed away. On Aug. 23, 2012, the Company's board of directors reduced the number of directors from seven to six to eliminate the vacancy created by the death of Mr. Sudack. About Circle Entertainment New York City-based Circle Entertainment Inc. has been pursuing the development and commercialization of its new location-based entertainment line of business since Sept. 10, 2010, which has and will continue to require significant capital and financing. The Company does not currently generate any revenues from this new line of business. The Company has no long-term financing in place or commitments for such financing to develop and commercialize its new location-based entertainment line of business. As reported in the TCR on March 30, 2012, L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed substantial doubt about Circle Entertainment's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has limited available cash, has a working capital deficiency and will need to secure new financing or additional capital in order to pay its obligations. The Company's balance sheet at June 30, 2012, showed $7 million in total assets, $16.50 million in total liabilities and a $9.50 million total stockholders' deficit. CIRCUS AND ELDORADO: Black Diamond Wants to File Alternative Plan ----------------------------------------------------------------- Black Diamond Capital Management, L.L.C., asks the U.S. Bankruptcy Court for the District of Nevada to terminate Circus And Eldorado Joint Venture, et al.'s exclusive periods to file and solicit acceptances for the proposed Plan. Black Diamond serves as a direct or indirect holder and beneficial owner of secured mortgage notes issued under an indenture dated as of March 5, 2002, by and between The Bank of New York, as indenture trustee, and Silver Legacy Capital Corporation and Circus and El Dorado Joint Venture, as co-issuers. Black Diamond says it is ready, willing, and able to file a plan of reorganization that will be superior to the Debtors' Plan on multiple levels. According to Black Diamond, its plan would, among other things: -- materially enhance Mortgage Noteholders' recoveries relative to both the Debtors' consensual and non-consensual alternatives; -- not wrongly circumvent the absolute priority rule; -- not artificially impair unsecured creditors to gerrymander an impaired consenting class; and -- not require vigorously contested cram-up litigation. Debtors' Plan Hearing Delayed The Court has continued the hearing until Sept. 20, 2012, at 10 a.m., to consider the confirmation of the Chapter 11 plan proposed by the Debtors. Objections to the Debtors' First Amended Plan of Reorganization., if any, are due Sept. 14. As reported in the July 12, edition of the TCR, according to the Disclosure Statement, the Plan proposes to treat claims as follows: Class Claims/Interest Treatment ----- --------------- --------- 1 Other Secured Claims Paid in full in Cash or otherwise left Unimpaired 2 Other Priority Claims Paid in full in Cash or otherwise left Unimpaired 3 Mortgage Note Claims If Class 3 Acceptance occurs, each holder will receive its respective Pro Rata share of (i) the Class 3 Consensual Cash Distribution and (ii) the New Second Lien Notes. If Class 3 Acceptance does not occur, each holder will receive its pro rata share of (i) the Class 3 Cram-Down Cash Distribution and (ii) the Cram-Down Notes. 4 US Foods Secured Claims Paid in full in Cash, but no payment of accrued interest on the Allowed US Foods Secured Claim 5 General Unsecured Claims Paid in full in Cash in four equal quarterly installments, the last of which will occur no later than one year after the Effective Date, with interest accruing at a rate of 5% per annum from the Petition Date through the date that the Allowed General Unsecured Claim is paid in full, provided that, in the event that any distribution to be made to a Holder of an Allowed General Unsecured Claim (on account of the principal amount of such Allowed General Unsecured Claims) in the aggregate totals less than $15,000, the Debtors, the Reorganized Debtors, and the Disbursing Agent, as applicable, will make any distribution in a single lump sum on the Effective Date, without interest. 6 Equity Interests Rights remain unaltered by the Plan. A copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/CIRCUS_ds_1amended.pdf About Circus and Eldorado Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156 and 12-51157) on May 17, 2012. Circus and Eldorado Joint Venture owns and operates the Silver Legacy Resort Casino, a 19th century silver mining themed hotel, casino and entertainment complex located in downtown Reno, Nevada. The casino and entertainment areas at Silver Legacy are connected by skyway corridors to the neighboring Eldorado Hotel & Casino and the Circus Circus Hotel and Casino, each of which are owned by affiliates of the Debtors. Together, the three properties comprise the heart of the Reno market's prime gaming area and room base. Silver Legacy Capital is a wholly owned subsidiary of the Joint Venture and was created and exists for the sole purpose of serving as a co-issuer of the mortgage notes due 2012. SLCC has no operations, assets or revenues. Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not debtors in the Chapter 11 cases. The Company did not make the required principal payment of its 10.125% mortgage notes on the maturity date of March 1, 2012. The company also elected not to make the scheduled interest payment. As a result, an aggregate of $142.8 million principal amount of Notes were outstanding and accrued interest of $7.23 million on the Notes, as of March 1, 2012, is due and payable. The Debtors have entered into a Restructuring Support Agreement with Capital Research and Management Company, a holder of a substantial portion of the mortgage notes. A copy of the RSA dated March 15, 2012, is available for free at http://is.gd/diDPh3 The RSA contemplates a proposed plan will be filed no later than June 1, 2012. The plan will contain creditor treatments that have already been negotiated with and agreed to by creditor constituents. The Debtors will seek approval of the explanatory disclosure statement within 45 days after the Petition Date and obtain confirmation of the Plan 60 days later. Judge Bruce T. Beesley presides over the case. Paul S. Aronzon, Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP, serve as the Debtors' counsel. The Debtors' financial advisor is FTI Consulting Inc. The claims agent is Kurtzman Carson Consultants LLC. The Bank of New York Mellon Trust Company, N.A., the trustee for the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP. Circus and Eldorado Joint Venture disclosed $264,649,800 in assets and $158,753,490 in liabilities as of the Chapter 11 filing. The petitions were signed by Stephanie D. Lepori, chief financial officer. The Plan dated June 1, 2012, pays much of its debt in cash and the balance with new secured liens. August B. Landis, Acting U.S. Trustee for Region 17, appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 cases. Stutman, Treister & Glatt Professional Corporation represents the Committee. CONSOLIDATION SERVICES: Incurs $150,100 Net Loss in First Quarter ----------------------------------------------------------------- Consolidation Services, Inc., filed on Aug. 23, 2012, its quarterly report on Form 10-Q for the three months ended March 31, 2012. The Company reported a net loss of $150,154 on $52,768 of oil and gas revenues for the three months ended March 31, 2012, compared with a net loss of $156,912 on $86,500 of oil and gas revenues for the same period last year. The Company's balance sheet at March 31, 2012, showed $1.8 million in total assets, $821,633 in total liabilities, and stockholders' equity of $954,230. The Company is planning to raise additional funds through loans and additional sales of its common stock. The Company's ability to meet its obligations and continue as a going concern is dependent upon its ability to obtain additional financing, achievement of profitable operations and/or the discovery, exploration, development and sale of oil and gas reserves. "Although the Company is pursuing additional financing, there can be no assurance that the Company will be able to secure financing when needed or to obtain such financing on terms satisfactory to the Company, if at all," the Company said. A copy of the Form 10-Q is available for free at: http://is.gd/4MZX4K Las Vegas, Nev.-based Consolidation Services, Inc., was incorporated in the State of Delaware on Jan. 26, 2007. The Company is engaged in the exploration and development of oil and gas reserves in Kentucky and Tennessee. * * * GBH CPAs, PC, in Houston, Tex., expressed substantial doubt about Consolidation Services' ability to continue as a going concern, following the Company's results for the year ended Dec. 31, 2011. The independent auditors noted that the Company sustained recurring losses from operations, has inadequate working capital to maintain or develop its operations, and is dependent upon funds from lenders, investors and the support of certain stockholders. COTTON CENTER: Chapter 11 Case Summary & 3 Unsecured Creditors -------------------------------------------------------------- Debtor: Cotton Center, LLC 4545 E Shea Blvd Ste 242 Phoenix, AZ 85028 Bankruptcy Case No.: 12-19031 Chapter 11 Petition Date: August 24, 2012 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Carlos M. Arboleda, Esq. ARBOLEDA BRECHNER 4545 E. Shea Blvd., #120 Phoenix, AZ 85028 Tel: (602) 482-0123 Fax: (602) 482-4068 E-mail: arboledac@abfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its three unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/azb12-19031.pdf The petition was signed by Edmund Coyne, member. DAFFY'S INC: Files Schedules of Assets and Liabilities ------------------------------------------------------ Daffy's, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York amended and restated schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $51,106,469 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $26,465,130 E. Creditors Holding Unsecured Priority Claims Unknown F. Creditors Holding Unsecured Non-priority Claims $10,338,623 ----------- ----------- TOTAL $51,106,469 $36,803,753 The Debtor disclosed assets of $51,106,469 and liabilities of $36,646,856 in the previous version of the schedules. A copy of the amended and restated schedules is available for free at http://bankrupt.com/misc/DAFFYS_INC_sal.pdf About Daffy's Inc. Daffy's Inc., the 19-store chain selling discount designer brands in the U.S. Northeast, will shut the business and has a bankruptcy plan that would pay off creditors in full. Daffy's, which has 1,162 employees, filed simultaneously with its Aug. 1 bankruptcy petition a Chapter 11 plan that would pay all holders of allowed claims in full, with interest. An affiliate of JEMB Realty Corporation has agreed to purchase Daffy's leasehold interests, certain real estate fixtures and certain intellectual property. The Debtor estimates that the proceeds received from the liquidation of its inventory and the sale of its leasehold interests will exceed at least $60 million to satisfy approximately $37 million in claims. The Debtor is represented by Andrea Bernstein, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP. Donlin, Recano & Company, Inc., is the claims and notice agent. DAFFY'S INC: Wants to Hire Weil Gotshal as Bankruptcy Attorneys --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on Aug. 27, 2012, at 10 a.m. (Eastern Time), to consider Daffy's, Inc.'s request for permission to employ Weil, Gotshal & Manges LLP as counsel. Objections, if any, were due Aug. 20, at 4 p.m. Debra A. Dandeneau, member of the firm of Weil Gotshal, told the Court the customary hourly rates of the firm are: Members and Counsel $790 - $1,075 Associates $450 - $760 Paraprofessionals $175 - $335 Mr. Dandeneau related that as of the Commencement Date, the amount of the retainer was $101,766, which Weil has reflected on its books and records as a credit balance in favor of the Debtor for future professional services to be performed, and expenses to be incurred. Mr. Dandeneau assured the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Daffy's Inc. Daffy's Inc., the 19-store chain selling discount designer brands in the U.S. Northeast, will shut the business and has a bankruptcy plan that would pay off creditors in full. Daffy's, which has 1,162 employees, filed simultaneously with its Aug. 1 bankruptcy petition a Chapter 11 plan that would pay all holders of allowed claims in full, with interest. An affiliate of JEMB Realty Corporation has agreed to purchase Daffy's leasehold interests, certain real estate fixtures and certain intellectual property. The Debtor estimates that the proceeds received from the liquidation of its inventory and the sale of its leasehold interests will exceed at least $60 million to satisfy approximately $37 million in claims. The Debtor is represented by Andrea Bernstein, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP. Donlin, Recano & Company, Inc., is the claims and notice agent. In an amended schedules, the Debtor disclosed $51,106,469 in assets and $36,803,753 in liabilities. DCB FINANCIAL: 2nd Amendment to 1.3MM Shares Offering Prospectus ---------------------------------------------------------------- DCB Financial Corp. filed with the U.S. Securities and Exchange Commission a pre-effective amendment no. 2 to the Form S-1 relating to the distribution of non-transferable rights to subscribe for and purchase up to 1,307,799 common shares to persons who owned the Company's common shares as of 5:00 p.m., Eastern Time, on the record date, [ ], 2012. The Company has entered into agreements with certain standby investors, pursuant to which those standby investors have agreed to purchase, in a private offering to be closed after the conclusion of the rights offering, either a minimum number of common shares, or a certain number of the remaining common shares that are not purchased through the exercise of rights, or both. No standby investor will own 10% or more of the common shares after completion of the rights offering and private offering. The maximum number of common shares to be issued by the Company in the rights offering and the subsequent private offering will not exceed 3,475,000 common shares. There is no minimum amount required for the Company to complete the rights offering. Even if the rights offering is not completed, at least 1,035,621 shares, or approximately $3.9 million, will be raised through the private offering. This amount does not include the investment of certain of the standby investors who have made their commitment to purchase shares subject to the Company raising at least $13.0 million. All common shares sold in the rights offering or pursuant to agreements with standby investors will be at the $3.80 subscription price. The Company's common shares are quoted on the Over-the-Counter Bulletin Board, which we refer to as the OTCBB, under the trading symbol "DCBF.OB." A copy of the amended prospectus is available for free at: http://is.gd/7i0MAv About DCB Financial DCB Financial Corp. is a financial holding company headquartered in Lewis Center, Ohio. The Corporation has one wholly-owned subsidiary bank, The Delaware County Bank and Trust Company (the "Bank"). The Corporation also has two additional wholly owned subsidiaries, DCB Title and DCB Insurance Services LLC. DCB Title provides standard real estate title services, while DCB Insurance Services LLC provides a variety of insurance products. However, neither nonbank subsidiary is material to the financial results of the Corporation. The Bank has one wholly-owned subsidiary, ORECO, which is used to process other real estate owned. The Corporation was incorporated under the laws of the State of Ohio in 1997, as a financial holding company under the Bank Holding Company Act of 1956, as amended, by acquiring all outstanding shares of the Bank. The Corporation acquired all such shares of the Bank after an interim bank merger, consummated on March 14, 1997. The Bank is a commercial bank, chartered under the laws of the State of Ohio, and was organized in 1950. The Bank provides customary retail and commercial banking services to its customers, including checking and savings accounts, time deposits, IRAs, safe deposit facilities, personal loans, commercial loans, real estate mortgage loans, installment loans, trust and other wealth management services. The Bank also provides cash management, bond registrar and paying agent services for commercial and public unit entities. Through its subsidiary Datatasx, the Bank provided data processing and other bank operational services to other financial institutions. Those services were discontinued in September 2011, and were not a significant part of operations or revenue. In October 2010, the Corporation's wholly-owned bank subsidiary entered into a Consent Agreement with the FDIC which requires that Tier-1 and Total Risk Based Capital percentages reach 9.0% and 13.0% respectively. As of March 31, 2012, the Bank's capital ratios, as previously noted, were not at these levels. The Corporation and its subsidiaries meet all published regulatory capital requirements. The ratio of total capital to risk-weighted assets was 10.3% at March 31, 2012, while the Tier 1 risk-based capital ratio was 6.7%. As reported in the TCR on April 5, 2012, Plante & Moran PLLC, in Columbus, Ohio, said DCB's bank subsidiary is not in compliance with revised minimum regulatory capital requirements under a formal regulatory agreement with the banking regulators. "Failure to comply with the regulatory agreement may result in additional regulatory enforcement actions." The Company's balance sheet at June 30, 2012, showed $510.70 million in total assets, $475.51 million in total liabilities and $35.19 million in total stockholders' equity. DELTA PETROLEUM: DIP Lenders Forbearance Extended Until Aug. 30 --------------------------------------------------------------- Delta Petroleum Corporation previously reported entry into a Forbearance Agreement, dated July 3, 2012, relating to its first lien superpriority priming multi-draw term loan credit facility entered into in December 2011 and subsequently amended. Under the Forbearance Agreement, the lenders under the DIP Credit Facility agreed, subject to the satisfaction of certain conditions, and provided there are no additional defaults, to forbear from exercising their rights and remedies under the DIP Credit Facility initially until July 16, 2012. Pursuant to a Forbearance Extension Letter, dated Aug. 16, 2012, the forbearance date has been extended to Aug. 30, 2012. 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 disclosed $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. In its amended schedules, the Delta Petroleum disclosed $373,836,358 in assets and $312,864,788 in liabilities. 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' restructuring advisor. Evercore Group L.L.C. is the financial advisor and investment banker. 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. Laramie Energy II LLC has been approved by the Court to serve as the sponsor for Delta's reorganization plan. Delta Petroleum has won approval for its disclosure statement explaining the Chapter 11 reorganization plan. The Court confirmed Delta Petroleum's reorganization plan at the Aug. 15, 2012, hearing. DEX MEDIA EAST: Bank Debt Trades at 39% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Dex Media East LLC is a borrower traded in the secondary market at 60.95 cents-on- the-dollar during the week ended Friday, Aug. 24, an increase of 5.85 percentage points from the previous week, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 250 basis points above LIBOR to borrow under the facility. The bank loan matures Oct. 24, 2014. The loan is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About R.H. Donnelley & Dex Media East Dex One, headquartered in Cary, North Carolina, is a local business marketing services company that includes print directories and online voice and mobile search. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-11852) on May 28, 2009. They emerged from bankruptcy on Jan. 29, 2010. On the Effective Date and in connection with its emergence from Chapter 11, RHD was renamed Dex One Corporation. Dex One reported a net loss of $518.96 million in 2011 compared with a net loss of $923.59 million for the eleven months ended Dec. 31, 2010. * * * As reported in the April 2, 2012 edition of the TCR, Moody's Investors Service has downgraded the corporate family rating (CFR) for Dex One Corporation's to Caa3 from B3 based on Moody's view that a debt restructuring is inevitable. Moody's has also changed Dex's Probability of Default Rating (PDR) to Ca/LD from B3 following the company's purchase of about $142 million of par value bank debt for about $70 million in cash. The Caa3 rating also reflects Moody's view that additional exchanges at a discount are likely in the future since the company amended its bank covenants to make it possible to repurchase additional bank debt on the open market through the end of 2013. As reported by the TCR on April 4, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Cary, N.C.-based Dex One Corp. and related entities to 'CCC' from 'SD' (selective default). "The upgrade reflects our assessment of the company's credit profile after the completion of the subpar repurchase transaction in light of upcoming maturities, future subpar repurchases, and our expectation of a continued week operating outlook," explained Standard & Poor's credit analyst Chris Valentine. DEX MEDIA WEST: Bank Debt Trades at 36% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Dex Media West LLC is a borrower traded in the secondary market at 63.60 cents-on- the-dollar during the week ended Friday, Aug. 24, an increase of 3.73 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 24, 2014, and carries Moody's Caa3 rating and Standard & Poor's D rating. The loan is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About R.H. Donnelley & Dex Media Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc., and Local Launch, Inc., are the company's only direct wholly owned subsidiaries. Dex Media East LLC is a publisher of the official yellow pages and white pages directories for Qwest Communications International Inc. in the states, where Qwest is the primary incumbent local exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media, Inc., filed for Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09- 11852) on May 28, 2009, after missing a $55 million interest payment on its senior unsecured notes. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, represented the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, served as the Debtors' local counsel. The Debtors' financial advisor was Deloitte Financial Advisory Services LLP while its investment banker was Lazard Freres & Co. LLC. The Garden City Group, Inc., served as claims and noticing agent. The Official Committee of Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its financial advisor and forensic accountant, and The Blackstone Group, LP, as its financial and restructuring advisor. The Debtors emerged from Chapter 11 bankruptcy proceedings at the end of January 2010. * * * In early April 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Cary, N.C.-based Dex One Corp. and related entities to 'CCC' from 'SD' (selective default). The rating outlook is negative. "At the same time, we affirmed our issue-level rating on Dex Media East Inc.'s $672 million outstanding term loan, Dex Media West Inc.'s $594 million outstanding term loan, and R.H. Donnelley Inc.'s $866 million outstanding term loan due 2014 at 'D'. The recovery rating on these loans remains at '5', indicating our expectation of modest (10% to 30%) recovery for lenders in the event of a payment default," S&P said. "The company's March 9, 2012 amendment allows for ongoing subpar repurchases of its term debt until 2013, as long as certain conditions are met. Additionally, on March 22, 2012, the company announced the commencement of a cash tender offer to purchase a portion of its senior subordinated notes due in 2017 below par. The term loan and subordinated notes are trading at a significant discount to their par values, providing the company an economic incentive to pursue a subpar buyback. We believe that these circumstances suggest a high probability of future subpar buybacks, which are tantamount to default under our criteria," S&P said. "The 'CCC' corporate credit rating reflects our view that Dex One's business will remain under pressure given the unfavorable outlook for print directory advertising. We view the company's rising debt leverage, low debt trading levels, weak operating outlook, and steadily declining discretionary cash flow as indications of financial distress. As such, we continue to assess the company's financial risk profile as 'highly leveraged,' based on our criteria. We regard the company's business risk profile as 'vulnerable,' based on significant risks of continued structural and cyclical decline in the print directory sector. Structural risks include increased competition from online and other distribution channels as small business advertising expands across a greater number of marketing channels," S&P said. EFD LTD: Allows Capital Farm OK to Foreclose on Collateral ---------------------------------------------------------- The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas signed an agreed order granting Capital Farm Credit, FLCA relief from automatic stay in the Chapter 11 case of EFD, Ltd. doing business as Blanco San Miguel. Capital Farm has requested for relief from the automatic stay, or, alternatively, for adequate protection. The agreed order provides for, among other things, subject to the terms of the forbearance agreement dated May 1, 2012, the automatic stay is terminated effective immediately to allow Capital Farm to: 1) foreclose its liens and security interest in all property of Debtor in which Capital Farm has an interest; 2) exercise its right to redeem, offset, setoff, recoup, or otherwise apply the Collateral to the amounts owed by Debtor to Capital Farm; and 3) exercise any or all of its other legal, contractual, and equitable rights in and to the Collateral and to apply proceeds from the disposition of the collateral to the indebtedness owed by Debtor to Capital Farm, which proceeds will be applied by Capital Farm in its sole discretion. About EFD, Ltd. Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco San Miguel, Ltd., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011. Eric J. Taube, Esq., at Hohmann Taube & Summers, LLP, in Austin, Texas, serves as the Debtor's bankruptcy counsel. The Company disclosed $128,207,835 in assets and $30,395,205 in liabilities as of the Chapter 11 filing. The Debtor has withdrawn its Plan of Reorganization dated Aug. 12, 2011. Secured creditor and party-in-interest Capital Farm Credit, FLCA, asked the Court to deny the confirmation of Debtor's Plan because the Debtor's Plan violates various provisions of both sections 1129(a) and 1129(b) of the Bankruptcy Code or other applicable authority. The U.S. Trustee has not yet appointed an official committee of unsecured creditors. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. ELBIT VISION: Unveils Inspection System for Thin Glass ------------------------------------------------------ Elbit Vision Systems Ltd. unveiled a new product for thin, lightweight glass fabric inspection during the production process. This new product provides a defect map of the glass fabric, with images, and creates a detailed report which includes instructions for precise, efficient cutting, maximizing the yield of the material. The glass fabric industry, which supplies the key component for printed circuit boards used in smart phones, tablets, and televisions, has recently shifted towards lighter weight materials. Sam Cohen, CEO of EVS, commented, "This new solution has given us a significant technical advantage over our competitors, and positioned EVS as the industry leader in this new, lightweight glass fabric inspection." About Elbit Vision Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB: EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art Visual Inspection Systems for both in-line and off-line applications, and process monitoring systems used to improve product quality, safety, and increase production efficiency. Elbit Vision's balance sheet at June 30, 2012, showed $3.41 million in total assets, $4.33 million in total liabilities, and a $923,000 in shareholders' deficiency. Brightman Almagor Zohar & Co., in Tel Aviv, Israel, did not include a "going concern" qualification in its report on the Company's 2011 financial results. The independent auditors previously expressed substantial doubt about Elbit Vision Systems' ability to continue as a going concern on the Company's 2010 annual report. The independent auditors noted that the Company incurred recurring losses from operations and accumulated deficit. EMMIS COMMUNICATIONS: Completes Sale of KXOS-FM Station for $85MM ----------------------------------------------------------------- Emmis Communications Corporation completed the sale of radio station KXOS-FM (f/k/a KMVN-FM), Los Angeles, California, pursuant to the Put and Call Agreement, as amended by the Third Amendment. Emmis received gross proceeds from the sale of $85.5 million, incurred approximately $1.9 million in transaction expenses and tax obligations, retained $4 million for working capital purposes, and is using the remaining $79.6 million to repay indebtedness under Emmis' senior credit facility. 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's balance sheet at May 31, 2012, showed $350.94 million in total assets, $360.51 million in total liabilities, $46.88 million in series A cumulative convertible preferred stock, and a $56.45 million total deficit. * * * Emmis carries Caa2 corporate family rating and a Caa3 probability of default rating from Moody's. In July 2011, Moody's Investors Service placed the ratings of Emmis on review for possible upgrade following the company's earnings release for 1Q12 (ended May 31, 2011) including additional disclosure related to the pending sale of controlling interests in three radio stations. The sale of the majority ownership to GCTR will generate estimated net proceeds of approximately $100 million to $120 million, after taxes, fees and related expenses. Emmis will retain a minority equity interest in the operations of the three stations and Moody's expects senior secured debt to be reduced resulting in improved credit metrics. EMPIRE RESORTS: Inks Employment Pacts with Misses Pitts & Horner ---------------------------------------------------------------- Empire Resorts, Inc., entered into separate employment agreements with Laurette J. Pitts, pursuant to which Ms. Pitts will serve as the Company's Chief Operating Officer and will continue to serve as the Company's Senior Vice President and Chief Financial Officer, and Nanette L. Horner, pursuant to which Ms. Horner will continue to serve as the Company's Senior Vice President, Chief Compliance Officer and Chief Counsel. Ms. Pitt's employment agreement provides for a term ending on Dec. 31, 2014, unless Ms. Pitts's employment is earlier terminated by either party in accordance with the provisions thereof. The Pitts Employment Agreement supersedes Ms. Pitts's existing employment agreement with the Company. Ms. Pitts will receive a base salary of $230,000 and such incentive compensation and bonuses, if any, (i) as the Compensation Committee in its discretion may determine, and (ii) to which Ms. Pitts may become entitled pursuant to the terms of any incentive compensation or bonus program, plan or agreement from time to time in effect in which she is a participant. The Horner Employment Agreement supersedes Ms. Horner's existing employment agreement with the Company. Ms. Horner's employment agreement provides for a term ending on Dec. 31, 2014, unless Ms. Horner's employment is earlier terminated by either party in accordance with the provisions thereof. Ms. Horner will receive a base salary of $215,000 and such incentive compensation and bonuses, if any, (i) as the Compensation Committee in its discretion may determine, and (ii) to which Ms. Horner may become entitled pursuant to the terms of any incentive compensation or bonus program, plan or agreement from time to time in effect in which she is a participant. Ms. Horner will also receive a monthly lodging and travel expense allowance of $1,200. The Company has agreed to customary indemnification for Ms. Pitts and Ms. Horner for any claims arising out of her service to the Company. The Company has agreed to customary indemnification for for any claims arising out of her service to the Company. A copy of the Form 8-K is available for free at: http://is.gd/ZQ1cNn About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. The Company reported a net loss of $24,000 in 2011, compared with a net loss of $17.57 million in 2010. The Company's balance sheet at June 30, 2012, showed $52.83 million in total assets, $27.10 million in total liabilities and $25.73 million in total stockholders' equity. EPICEPT CORP: J. Talley Quits, R. Cook Named Interim Pres. & CEO ---------------------------------------------------------------- John V. Talley informed the Board of Directors of EpiCept Corporation that, effective Aug. 20, 2012, he would be resigning as EpiCept's President and CEO, and would also be resigning from the EpiCept Board of Directors. On Aug. 20, 2012, Mr. Talley's Amended and Restated Employment Agreement was terminated by his resignation. On Aug. 20, 2012, the Board of Directors of EpiCept Corporation appointed Robert W. Cook as Interim President and CEO. Mr. Cook has served as CFO of EpiCept Corporation since April 2004, and will retain his title as CFO. About EpiCept Corporation Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused on the development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene(R), approved in the European Union for the remission maintenance and prevention of relapse in adult patients with Acute Myeloid Leukemia (AML) in first remission. In the United States, a pivotal trial is scheduled to commence in 2011. The Company has two other oncology drug candidates currently in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors. The Company's pain portfolio includes EpiCept(TM) NP-1, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. Epicept reported a net loss of $15.65 million in 2011, a net loss of $15.53 million in 2010, and a net loss of $38.81 million in 2009. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany, New Jersey, noted that the Company's recurring losses from operations and stockholders' deficit raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2012, showed $5.30 million in total assets, $17.85 million in total liabilities and a $12.55 million total stockholders' deficit. FIBERTOWER CORP: Says FCC License Cutoff Would Force Liquidation ---------------------------------------------------------------- Katy Stech at Dow Jones' DBR Small Cap reports that FiberTower Corp., which has struggled financially as it manages part of the country's wireless and fiber-optic information highway, has filed a lawsuit against the Federal Communications Commission to assert its grasp on its most valuable asset: its right to use the national 740 MHz spectrum that covers some of the biggest U.S. cities. About FiberTower Corp. FiberTower Corporation, FiberTower Network Services Corp., FiberTower Licensing Corp., and FiberTower Spectrum Holdings LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 12-44027 to 12-44031) on July 17, 2012, together with a plan support agreement struck with prepetition secured noteholders. FiberTower is an alternative provider of facilities-based backhaul services, principally to wireless carriers, and a national provider of millimeter-band spectrum services. Backhaul is the transport of voice, video and data traffic from a wireless carrier's mobile base station, or cell site, to its mobile switching center or other exchange point. FiberTower provides spectrum leasing services directly to other carriers and enterprise clients, and also offer their spectrum services through spectrum brokerage arrangements and through fixed wireless equipment partners. FiberTower's significant asset is the ownership of a national spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum licenses, including over 740 MHz in the top 20 U.S. metropolitan areas and, in the aggregate, roughly 1.72 billion channel pops (calculated as the number of channels in a given area multiplied by the population, as measured in the 2010 census, covered by these channels). FiberTower believes the Spectrum Portfolio represents one of the largest and most comprehensive collections of millimeter wave spectrum in the U.S., covering areas with a total population of over 300 million. As of the Petition Date, FiberTower provides service to roughly 5,390 customer locations at 3,188 deployed sites in 13 markets throughout the U.S. The fixed wireless portion of these hybrid services is predominantly through common carrier spectrum in the 11, 18 and 23 GHz bands. FiberTower's biggest service markets are Dallas/Fort Worth and Washington, D.C./Baltimore, with additional markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit, Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco and Tampa. As of June 30, 2012, FiberTower's books and records reflected total combined assets, at book value, of roughly $188 million and total combined liabilities of roughly $211 million. As of the Petition Date, FiberTower had unrestricted cash of roughly $23 million. For the six months ending June 30, 2012, FiberTower had total revenue of roughly $33 million. With the help of FTI Consulting Inc., FiberTower's preliminary valuation work shows that the Company's enterprise value is materially less than $132 million -- i.e., the approximate principal amount of the 9.00% Senior Secured Notes due 2016 outstanding as of the Petition Date. The preliminary valuation work is based upon the assumption that FiberTower's spectrum licenses will not be terminated. Judge D. Michael Lynn oversees the Chapter 11 case. Lawyers at Andrews Kurth LLP serve as the Debtors' lead counsel. Lawyers at Hogan Lovells and Willkie Farr and Gallagher LLP serve as special FCC counsel. FTI Consulting serve as financial advisor. BMC Group Inc. serve as claims and noticing agent. The petitions were signed by Kurt J. Van Wagenen, president. Wells Fargo Bank, National Association -- as indenture trustee and collateral agent to the holders of 9.00% Senior Secured Notes due 2016 owed roughly $132 million as of the Petition Date -- is represented by Eric A. Schaffer, Esq., at Reed Smith LLP. An Ad Hoc Committee of Holders of the 9% Secured Notes Due 2016 is represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya, Esq., at Stroock & Stroock & Lavan LLP. Wells Fargo and the Ad Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, as local counsel. U.S. Bank, National Association -- in its capacity as successor indenture trustee and collateral agent to holders of the 9.00% Convertible Senior Secured Notes due 2012, owed $37 million as of the Petition Date -- is represented by Michael B. Fisco, Esq., at Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq., at McGuire Craddock & Strother PC as local counsel. William T. Neary, the U.S. Trustee for Region 6 appointed five members to the Official Committee of Unsecured Creditors in the Debtors' cases. The Official Committee of Unsecured Creditors are represented by David M. Posner, Esq. Gianfranco Finizio, Esq. OTTERBOURG, STEINDLER, HOUSTON & ROSEN, P.C. 230 Park Avenue New York, NY 10169-0075 E-mail: dposner@oshr.com gfinizio@oshr.com - and - Michael D. Warner, Esq. Emily S. Chou, Esq. COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. 301 Commerce Street, Suite 1700 Fort Worth, Texas 76102 E-mail: mwarner@coleschotz.com echou@coleschotz.com FIRST NATIONAL: Has $967,000 Net Loss in Second Quarter ------------------------------------------------------- First National Community Bancorp, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $967,000 on $7.1 million of net interest income before (credit) provision for loan and lease losses for the three months ended June 30, 2012, compared with net income of $189,000 on $7.4 million of net interest income before (credit) provision for loan and lease losses for the same period last year. A credit for loan and lease losses of $280,000 was recorded for the three months ended June 30, 2012, compared to a provision of $765,000 for the same period in the prior year. "The decrease of $1.0 million for the three months ended June 30, 2012, from the same period in the prior year was primarily related to the $103.4 million, or 14.2% reduction in gross loans during 2012, along with a trending decrease in loss history." The Company's balance sheet at June 30, 2012, showed $967.7 million in total assets, $926.4 million in total liabilities, and shareholders' equity of $41.3 million. Consent Order First National Community Bank is under a Consent Order from the Office of the Comptroller of the Currency dated Sept. 1, 2010. The Company is also subject to a written Agreement with the Federal Reserve Bank of Philadelphia dated Nov. 24, 2010. In accordance with the Order, the Bank is required to achieve and thereafter maintain a total risk-based capital equal to at least 13% of risk-weighted assets and a Tier 1 capital equal to at least 9% of adjusted total assets. At June 30, 2012, the Bank did not meet these requirements. At Aug. 24, 2012, the Company and the Bank are restricted from paying any dividends, without regulatory approval. A copy of the Form 10-Q for the second quarter ended June 30, 2012, is available for free at http://is.gd/Vt6UR9 First Quarter 2012 Results The Company reported a net loss of $1.2 million on $7.2 million of net interest income before (credit) provision for loan and lease losses for the three months ended March 31, 2012, compared with a net loss of $526,000 on $7.4 million of net interest income before (credit) provision for loan and lease losses for the same period last year. The Company recorded a $136,000 credit for loan and lease losses for the three months ended March 31, 2012, compared to a $1.7 million provision for the three months ended March 31, 2011. "The $1.8 million reduction in the provision is attributable to the reduction in the number and volume of adversely classified loans, an improvement in the Company's historical loss factors, a $68.8 million or 9.1%, reduction in total loans outstanding and a $32.8 million or 46.2%, reduction in construction, land acquisition and development loans at March 31, 2012, compared to March 31, 2011, respectively. Construction, land acquisition and development loans have had a higher impact on the Company?s historical loss factors." The Company's balance sheet at March 31, 2012, showed $1.029 billion in total assets, $987.6 million in total liabilities, and shareholders' equity of $41.2 million. A copy of the Form 10-Q for the first quarter ended March 31, 2012, is available for free at http://is.gd/M3VrMa Headquartered in Dunmore, Pa., First National Community Bancorp, Inc., is a Pennsylvania corporation, incorporated in 1997 and is registered as a bank holding company under the Bank Holding Company Act ("BHCA") of 1956, as amended. The Company became an active bank holding company on July 1, 1998, when it acquired ownership of First National Community Bank (the "Bank"). The Bank is a wholly-owned subsidiary of the Company. The Company's primary activity consists of owning and operating the Bank, which provides customary retail and commercial banking services to individuals and businesses. The Bank provides practically all of the Company's earnings as a result of its banking services. GAMETECH INTERNATIONAL: Has Interim Approval on Yuri Itkis Loan --------------------------------------------------------------- GameTech International, Inc., and its affiliates won authority to borrow up to $250,000 in postpetition secured financing from the Yuri Itkis Gaming Trust of 1993 as well as utilize Yuri Itkis' cash collateral. Yuri Itkis acquired the rights of U.S. Bank N.A. and Bank of the West under separate prepetition transactions with the Debtors. As of the petition date, GameTech owed $15.64 million under the U.S. Bank loans plus accrued and unpaid interest of $424,980 through July 2, 2012. Interest on the loans accrues at not less than $6,405 per day. The Debtors also owed $440,000 including accrued and unpaid interest of $6,743 through July 2 under prepetition Swap transactions with U.S. Bank. Bank of the West participated in the Swap transactions. The Debtors' obligations under the loans are secured by the Debtors' assets. The Interim DIP Order provides that any final order pertaining to postpetition financing, use of cash collateral, or sale of the Debtors' assets, or any agreements validated by any such orders, the liens currently held by any Texas ad valorem tax authority will neither be primed by nor subordinated to any liens granted thereby. In addition, from the proceeds of the sale of the Debtors' assets located in the state of Texas, the amount of $27,090 will be set aside by the Debtors in a segregated account as adequate protection for the secured claims of the Texas taxing authorities prior to the distribution of any proceeds to any other creditor. A final hearing on the DIP financing will be held Sept. 6 at 10:00 a.m. Attorneys for the prepetition agent and the DIP lender are: G. Larry Engel, Esq. MORRISON FOERSTER LLP 425 Market St. San Franciso, CA 94105 - and - David B. Straton, Esq. PEPPER HAMILTON LLP Suite 5100, Hercules Plaza 1313 N. Market Street Wilmington, DE 19801 About GameTech GameTech International, Inc. and its wholly owned subsidiaries have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11964) on July 2, 2012, to effect a restructuring of the company's debt obligations. GameTech disclosed total assets of $27.22 million and total liabilities of $22.88 million as of Jan. 29, 2012. Judge Peter J. Walsh presides over the case. Andrew E. Robinson signed the petition as senior vice president, chief financial officer, and treasurer. The Debtors are represented by Greenberg Traurig, LLP. GAMETECH INT'L: James Robertson Resigns from All Positions ---------------------------------------------------------- James Robertson notified GameTech International, Inc., of his resignation as the Company's the President, Chief Executive Officer, General Counsel, Corporate Secretary, as a member of the Company's Compliance Committee, and from any other positions held by Mr. Robertson relating to the Company and its subsidiaries. Mr. Robertson's resignation as to all positions became effective as of Aug. 17, 2012. Mr. Robertson resigned to pursue another employment opportunity. Mr. Robertson's resignation was not a result of any known disagreement with the Company regarding the Company's operations, policies or practices. The Company may retain Mr. Robertson as a consultant to assist with strategic initiatives and other transitional matters relating to the Company, however, the scope and terms of this proposed consulting arrangement have yet to be determined. The Company's Board of Directors does not intend to appoint a succeeding President or Chief Executive Officer at this time, but plans to rely upon the Company's existing senior management team to fulfill the duties and responsibilities of the President and Chief Executive Office. 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. GameTech International, Inc. and its wholly owned subsidiaries have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11964) on July 2, 2012, to effect a restructuring of the company's debt obligations. GameTech disclosed total assets of $27.22 million and total liabilities of $22.88 million as of Jan. 29, 2012. Judge Peter J. Walsh presides over the case. Andrew E. Robinson signed the petition as senior vice president, chief financial officer, and treasurer. The Debtors are represented by Greenberg Traurig, LLP. Kinetic Advisors, LLC, serves as the Debtors' financial advisor. GATEHOUSE MEDIA: Bank Debt Trades at 68% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which GateHouse Media, Inc., is a borrower traded in the secondary market at 31.56 cents- on-the-dollar during the week ended Friday, Aug. 24, a drop of 0.74 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 27, 2014, and carries Moody's Ca rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About GateHouse Media GateHouse Media, Inc. -- http://www.gatehousemedia.com/-- headquartered in Fairport, New York, is one of the largest publishers of locally based print and online media in the United States as measured by its 97 daily publications. GateHouse Media currently serves local audiences of more than 10 million per week across 21 states through hundreds of community publications and local Web sites. Gatehouse Media, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.86 million on $128.76 million of total revenues for the three months ended July 1, 2012, compared with a net loss of $5.06 million on $134.39 million of total revenues for the three months ended June 26, 2011. The Company reported a net loss of $16.23 million on $248.77 million of total revenues for the six months ended July 1, 2012, compared with a net loss of $23.25 million on $254.21 million of total revenues for the six months ended June 26, 2011. The Company's balance sheet at July 1, 2012, showed $487.40 million in total assets, $1.31 billion in total liabilities and a $823.09 million total stockholders' deficit. According to the Form 10-K for the year ended Dec. 31, 2011, the Company's ability to make payments on its indebtedness as required depends on its ability to generate cash flow from operations in the future. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the Company's control. GATZ PROPERTIES: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Gatz Properties, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $7,700,000 B. Personal Property $177,511 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $7,564,913 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $327,217 ----------- ----------- TOTAL $7,877,511 $7,892,130 Gatz Properties LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 12-74493) on July 20, 2012, in Central Islip, New York, estimating less than $50 million in assets and less than $10 million in liabilities. Bankruptcy Judge Alan S. Trust serves as the Debtor's counsel. Salvatore LaMonica, Esq., at LaMonica Herbst and Maniscalco, in Wantagh, New York, serves as counsel. Gatz Properties and Auriga Capital Corp. formed Peconic Bay LLC for the purpose of holding a long-term leasehold in a property owned by the Gatz family. Peconic Bay took out a $6 million note to finance the construction of Long Island National Golf Course, a first-rate Robert Trent Jones, Jr.-designed golf course. The Gatz family formed Gatz Properties to hold title to the property. The property was leased to Peconic Bay under a Ground Lease dated Jan. 1, 1998. The lease has an initial term for 40 years. On March 31, 1998, Peconic Bay entered into a sublease with American Golf Corp., which was at the time one of the largest golf course operators in the country. American Golf never operated the Course at a profit, later let the Course fall into disrepair, and exercised the early termination option in 2010. William Gatz orchestrated an auction without a broker, and Gatz Properties was the only bidder. Gatz, following the sham auction, took control of the golf course. GENERAL MOTORS: Positive Cash Flow Cues Fitch to Raise Ratings -------------------------------------------------------------- Fitch Ratings has upgraded the Issuer Default Ratings (IDRs) of General Motors Company (GM) and General Motors Holdings LLC (GM Holdings) to 'BB+' from 'BB' and affirmed the ratings of General Motors Financial Company, Inc. (GMF) at 'BB'. The Rating Outlook for all three entities is Stable. In addition, Fitch has affirmed GM Holdings' secured revolving credit facility rating at 'BBB-' and upgraded GM's Series B preferred stock rating to 'BB-' from 'B+' The upgrade of GM's ratings reflects the automaker's continued positive free cash flow generating capability, very low leverage, strong liquidity position, reduced pension obligations and improved product portfolio. Since exiting bankruptcy in 2009, GM has adhered to a strategy of maintaining a low level of automotive debt on its balance sheet, while also maintaining a high level of cash and credit facility availability. This has provided the company with substantial financial flexibility that would allow it to withstand a future auto industry downturn. GM is also the most global of the Detroit Three, with a particularly strong presence in China, which would help to shield the company from a downturn that is focused on a particular region. GM receives between $1 billion and $2 billion annually in cash dividends from its Chinese joint ventures. GMF's ratings continue to be linked to GM given its strategic importance to the parent and Fitch's assessment of implicit and explicit support that is currently provided and/or would be expected to be provided by the parent in times of financial distress. However, given that a large portion of GMF's originations are related to non-GM dealers, Fitch believes GMF does not currently rise to the definition of 'core' subsidiary as outlined in Fitch's criteria report titled 'Rating FI Subsidiaries and Holding Companies', dated Aug. 10, 2012. As a result, the ratings of GMF are now one notch below that of its parent, GM. The ratings of GMF also reflect its established market position in the auto finance space, seasoned management team, strong asset quality, improved operating performance, enhanced liquidity profile, demonstrated funding flexibility and favorable leverage relative to other rated captive finance companies. Despite its stronger financial position, however, GM continues to face a number of headwinds. Although the bankruptcy strengthened its balance sheet, the company continues to restructure its global operations. Profitability, although much improved over the past three years, has yet to attain the levels of GM's strongest competitors, while more work continues on improving the efficiency of its manufacturing operations and increasing the pace of new product development. European losses, in particular, continue to be a heavy drag on the company's overall results, and it likely will be several years at least before the GM's operations in the region contribute positively to the company's bottom line. Management turnover has also been significant, which could complicate the process of restructuring, while the underfunded status of its pension plans remains high despite recent positive changes to the U.S. salaried plan. Fitch's analysis emphasized the impact that a severe downturn would have on GM's credit profile. Given the company's operating leverage, working capital profile, and capital expenditure needs, Fitch expects that GM would burn a substantial amount of cash in a downturn. However, Fitch believes the company's $33 billion of automotive cash, cash equivalents and marketable securities at June 30, 2012, along with its $5 billion of credit facility availability, would be sufficient to carry it through a steep downturn. In addition, the company has some discretion in various cash deployment actions that could generate additional liquidity compared to Fitch's base case, if necessary. The changes in GM's operating profile over the past several years have also put it in a much better position to face a downturn, with a lower breakeven level resulting from restructuring actions completed thus far. GM's more balanced product portfolio, particularly its reduced reliance on light trucks in North America, has put it in a better position to weather a likely mix shift to smaller vehicles in a weak economy, as well. The Stable Outlook on GM, GM Holdings and GMF reflects Fitch's expectation that the ratings are not likely to be upgraded in the near term. However, Fitch could consider a positive rating action if GM's margins, particularly in North America, rise to the level of its strongest competitors in the market, and if the financial performance of its European operations stabilizes. Continued progress on reducing the company's substantial pension obligations will also be a key driver of any positive rating action. Also factored into a positive rating would be an ability of the company to maintain or increase both market share and net pricing in its key global markets. From a liquidity standpoint, Fitch will look for the company to maintain a cash, cash equivalents, and marketable securities balance of at least $20 billion on a sustained basis, assuming continued revolver availability of around $5 billion. Fitch could consider a negative action on GM's ratings if a very severe downturn in the global auto market leads to a significant weakening of the company's liquidity position. As noted, however, the effect of a downturn on GM's credit profile has been incorporated into the current ratings, and Fitch believes the company is generally well positioned to withstand the pressures of a future downturn. Fitch could also consider a negative rating action if management deviates from its plan to maintain a strong balance sheet, either by increasing automotive debt or allowing the cash balance to fall below $20 billion for a prolonged period. Operational execution and market share trends could also drive negative credit actions, particularly if new vehicles are poorly received in the market or if operational problems result in severe margin erosion. While GMF's current rating outlook is linked to GM, a negative rating action or further notching of the financial subsidiary could be driven by a change in the perceived relationship between the parent and subsidiary, whereby Fitch believes that GMF has become less strategically important to the parent's core operations or adequate financial support is not provided in a time of crisis. In addition, consistent operating losses, an increase in leverage beyond management's articulated target, deterioration in the company's liquidity profile, and/or a substantial downward shift in GMF's focus on its GM business could yield negative rating action or further notching. Conversely, growth in the proportion of GM-related business over time could modify Fitch's assessment of its relative importance to GM, which could lead to an equalization of GMF ratings with its parent. GM's cash liquidity position (including cash equivalents and marketable securities) remains very strong, at $33 billion as of June 30, 2012, and well above the $20 billion level that Fitch views as the minimum needed to carry the company through the cycle. Even with $3.5 billion to $4.5 billion expected to be used later this year to top off its U.S. salaried pension plan and transfer it to a group annuity plan, Fitch expects cash liquidity at year end 2012 to be well above the $20 billion level. GM's liquidity position continues to be enhanced by access to its $5 billion secured revolver, which was fully available at the end of the second quarter of 2012. Free cash flow (calculated by Fitch as automotive cash from operations less capital expenditures) may be negative in 2012 as a result of the aforementioned pension actions. However, excluding the cash costs tied to these actions, adjusted free cash flow is expected to be positive this year, despite a roughly $2 billion increase in projected capital spending. Over the next few years, Fitch expects GM's capital spending to remain above the levels seen over the past three years as the company accelerates investments in new products and to increase manufacturing efficiency. In general, though, improved volumes, pricing and margins in North America are expected to support free cash flow over the intermediate term and more than offset the expected cash burn in Europe tied both to weak market conditions and restructuring costs. Although GM's operations in China are conducted through joint ventures, China is an important component of GM's global operations and a meaningful source of cash for the company. China has become GM's largest market by volume, and GM is the single largest manufacturer in that market. Although industry sales growth in China has slowed from the very high rates seen several years ago, secular growth over the long term will continue to drive increased industry sales, and GM is well positioned to take advantage of these trends. As noted above, dividends from GM's China joint ventures provide $1 billion to $2 billion in cash per year to the company and could provide a meaningful source of liquidity if sales trends in more developed markets weaken. GM's European (GME) segment continues to be the weakest component of its global operations. Over the past four quarters, the company recorded an adjusted EBIT loss of $1.6 billion in its European segment, as lower industry volumes and market share erosion have driven revenues down sharply in the region. To stem the losses, GM has accelerated its actions to restore profitability in the region, including changes in top management, as well as entering into a strategic alliance with Peugeot SA. During the second quarter, the company entered into a new concessionary labor agreement with employees at Vauxhall's Ellesmere Port (U.K.) plant that lowers labor costs in return for a company commitment to build the next generation Astra at the plant. In Germany, GM hopes to reach a cost savings agreement with its unions before the end of 2012 that would include worker concessions and a potential future plant closure. Although these efforts will lower GME's cost structure, the most significant cost savings elements are not likely to be seen for several more years, suggesting that GME may continue to post losses (although at a declining rate) over the intermediate term. To help reduce German costs in the near term, GM announced on August 23 that it had reached agreement with the Works Council and IG Metall union for a total of 20 short work days at its Russelsheim and Kaiserslautern facilities beginning in September 2012 that will apply to manufacturing, central and administrative functions. On Aug. 14, 2012, GM entered into negotiations with the Canadian Auto Workers (CAW) over a new labor agreement covering employees at the company's Oshawa plant to replace the current one that expires on Sept. 17, 2012. Fitch expects the CAW negotiations to be particularly challenging, and the potential for a labor action cannot be ruled out. That being said, the impact of any potential labor action is not likely to have a major impact on the company's liquidity, as a work stoppage at Oshawa would be confined to only a limited number of the company's vehicles. GM announced earlier this month that GMF has entered a bid related to Ally Financial Inc.'s planned divestiture of its international operations in Canada, Mexico, Europe and Latin America. A number of parties have entered bids for these operations, and it is too soon to know if GMF will be successful in acquiring any of them. GMF is a logical bidder for these assets as 97% of Ally's international new vehicle dealer inventory financing and 82% of Ally's international new vehicle auto financing was for GM dealers and customers at year-end 2011. The amount of GMF's initial bid has not been disclosed, and it is not yet clear how much automotive cash, if any, will be used to help fund the acquisition, if successful. If GM Financial ultimately acquires any of assets, GMF's balance sheet could more than double. As of year-end 2011, GM's global pension plans (including certain unfunded non-U.S. plans) were underfunded by a total of $25 billion, with the U.S. salaried and hourly plans underfunded by a combined $14 billion. In June 2012, GM offered a lump sum option to certain U.S. salaried retirees, along with a plan to transfer the remaining U.S. salaried pension obligations and assets, following any lump sum payouts, to an annuity plan administered by The Prudential Insurance Company of America. To effect the transfer, GM will contribute $3.5 billion to $4.5 billion to the plan. This contribution will fully fund retiree obligations in the salaried plan, which were underfunded by about $1 billion at year-end 2011, and cover the one-time premium payment necessary for the transfer. Pro forma for the lump sum payouts and plan transfer, Fitch calculates that GM's U.S. plans will still be underfunded by about $13 billion, but the benefit obligation will decline by about $26 billion to an estimated $83 billion obligation. Overall, the transfer will reduce plan volatility tied to interest rates, asset values and longevity risk and is consistent with the company's intention to fully fund its pensions. Longer term, GM may consider a similar move for its U.S. hourly plans, but Fitch notes that the cash cost to do so would be significantly higher. From a product perspective, GM's vehicle lineup continues to perform relatively well in the U.S., although sales in the first seven months of 2012 have grown at a slower rate than the market as a whole, primarily due to Japanese competitors' recovery after last year's natural disasters. Dealer inventories of GM's pickups remain high, although this is largely a result of the company increasing truck production to offset disruptions as it retools its factories for a switchover to a completely new truck architecture that will launch beginning in the second quarter of 2013. Through July 31, GM's 2012 U.S. sales were up 2.7%, as strength in the Chevrolet and GMC brands more than offset declines in Buick and Cadillac sales. Recently, though, sales growth has decelerated, with July sales up only 1.4% on a selling days- adjusted basis. Outside the U.S., sales have been mixed with weakness seen in Europe and South America, but relatively strong sales in China (through GM's unconsolidated joint ventures). Fitch expects this sales pattern to generally hold through the remainder of the year, with strength in the U.S. and weakness in Europe. GM's South American sales may improve in the second half of 2012 on new model introductions in the region, while China sales are somewhat more uncertain, given governmental attempts to control sales growth in certain cities working against stimulus measures meant to support sales, as well. GM Holdings' senior secured revolving credit facility is rated 'BBB-', one notch above the subsidiary's IDR of 'BB+', to reflect the substantial collateral coverage backing the facility, including most of the company's hard assets in the U.S. According to Fitch's notching criteria, 'BBB-' is the highest security rating possible for an issuer with an IDR of 'BB+'. GM's Series B preferred stock rating of 'BB-' is two notches below GM's IDR of 'BB+', reflecting its relatively low priority position in a distressed scenario. What Could Trigger A Rating Action Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- A sustained increase in the company's margins; -- A stabilization of the European operation's financial performance; -- An improvement in the funded status of the company's pension plans; -- An ability to maintain or increase both market share and pricing in key markets; -- A sustained cash liquidity position of about $20 billion or more. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- A severe downturn that significantly weakens GM's liquidity position; -- A significant increase in automotive debt; -- A prolonged decline in the company's cash position below $20 billion; -- A poor market reception to the company's new vehicles. Fitch has taken the following rating actions: GM -- Long-term IDR upgraded to 'BB+' from 'BB'; -- Preferred stock rating upgraded to 'BB-' from 'B+'; -- Rating Outlook Stable. GM Holdings -- Long-term IDR upgraded to 'BB+' from 'BB'; -- Secured revolving credit facility affirmed at 'BBB-'; -- Rating Outlook Stable. GMF -- Long-term IDR affirmed at 'BB'; -- Senior unsecured debt affirmed at 'BB'; -- Rating Outlook Stable. GENERAL MOTORS: In Early Talks with Banks to Increase Credit Line ----------------------------------------------------------------- Sharon Terlep at Dow Jones' Daily Bankruptcy Review reports that General Motors Co. is in preliminary talks with banks to add as much as $5 billion to its line of credit -- in effect potentially doubling it -- as the company looks to strengthen its balance sheet and shrink outsized pension obligations, according to people with knowledge of the discussions. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. GM employs 208,000 people in every major region of the world and does business in more than 120 countries. GM and its strategic partners produce cars and trucks in 30 countries, and sell and service these vehicles through the following brands: Baojun, Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang, Opel, Vauxhall, and Wuling. GM's largest national market is China, followed by the United States, Brazil, the United Kingdom, Germany, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government once owned as much as 60.8% stake in New GM on account of the financing it provided to the bankrupt entity. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. General Motors Corp. and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31, 2011. GEROVA FINANCIAL: Seeks U.S. Recognition of Bermuda Case -------------------------------------------------------- Gerova Financial Group Ltd., a Bermuda-based financial-services company, sought U.S. bankruptcy court protection under Chapter 15 of the Bankruptcy Code (Banrk. S.D.N.Y. Case No. 12-13641) on Aug. 24. The liquidators of Gerova -- Michael Morrison and Charles Thresh, both of KPMG Advisory Limited, and John McKenna of Finance and Risk Service Ltd, Bermuda -- submitted GFG's Chapter 15 petition, which estimated up to $100 million in assets and as much as $500 million in liabilities. A Chapter 15 petition was also filed for Gerova Holdings Ltd. (Case No. 12-13642), which is estimated to have under $100,000 in assets and liabilities. Hamilton-based Gerova Financial, formerly known as Asia Special Situations Acquisition Corp., was primarily involved, from 2010 on, in the business of investing in and managing certain types of illiquid financial assets. Gerova planned to then use such assets as regulatory capital for insurance companies, though this strategy was not fully implemented. After lengthy proceedings and over the objections of Gerova's then-current management, on July 20, 2012, the Bermuda Court entered an order appointing Morrison, et al., as joint provisional liquidators of GFG. Morrison, et al., were also appointed provisional liquidators of GHL on Aug. 20. Road to Bankruptcy According to court filings by the liquidators, Gerova was capitalized by its sponsors with $5.72 million and in January 2008, it raised $105 million from an initial public offering. It was established in the Cayman Islands March 2007 as a company formed for the purpose of making acquisition of business interests. In 2009, it developed a new business plan, involving the acquisition of distressed hedge fund assets in exchange for its (listed) shares. As part of the strategy, the company was re-domesticated into Bermuda, and in September 2010, it transferred listing to the New York Stock Exchange (symbol "GFC"). The required 65% of investors consenting to the change in strategy was achieved through Company funding the purchase of its own shares. This led Gerova to erode almost 98% of its trust assets arising from the IPO, leaving only $2.6 million in its accounts. One of Gerova's actions to implement its new strategy was the acquisition of 81.5% of the outstanding shares of Amalphis Group, Inc., a British Virgin Islands (BVI) Business Company, which is the holding company of Allied Provident, Inc., an insurance and reinsurance provider licensed to operate in Barbados. API's major customer is a US insurance carrier that offers automotive insurance to high risk customers. Gerova identified a potential source of capital in the form of two groups of funds managed, respectively, by (a) Stillwater Capital Partners, Inc. and Stillwater Capital Partners, LLC on the one hand and (b) Weston Capital Management, LLC, on the other, each of which held apparently valuable but illiquid assets. Gerova offered Stillwater and Wimbledon Funds investors restricted shares in GFG in exchange for underlying assets held through the Stillwater and Wimbledon Funds. But a wave of litigation against Stillwater and/or Gerova, and various directors and officers of these entities ensued. The restricted shares could not be converted to ordinary tradable shares, as the registration of the shares was dependent upon a clean audit opinion concerning the final net asset values. The audit opinion could not be obtained because Stillwater's financials were internally inconsistent. Between January 2011 and late February, shares in Gerova tumbled from $30 per share to less than $6. This decline was in whole or part likely precipitated by the issuance, on Jan. 10, 2011, of a report by analyst Dalrymple Finance LLC entitled "Gerova Financial Group (GFC): An NYSE-listed Shell Game". The Dalrymple Report alleged, amongst other things, that Gerova: (i) had a complete lack of financial disclosure, (ii) had impaired and overvalued assets, (iii) entered into undisclosed related-party transactions and affiliations indicative of self-dealing, and (iv) that certain members of management had reputations for financial malfeasance. It concluded by stating that Gerova was "likely fraudulent" and "has many hallmarks of a classic fraud." Gary Hirst, the president; Keith Laslop, chief operating officer and a director; and Joseph Bianco, the CEO, resigned from their posts on Feb. 10, 2011. On Feb. 24, 2011, the NYSE moved to suspend trading in GFG's shares. In April 2010, Maxim Group LLC, owed $2.25 million pursuant to a February 2010 note, filed a winding-up petition for CFG in Bermuda Court. The Bermuda Court issued a winding-up order in July after CFG failed to pay the amount due under the note. Pursuant to an internally-generated, unaudited balance sheet filed by the Company in the Bermuda proceedings, as of May 29, 2012, Gerova had a reduction in assets of $714.5 million from eight months prior. U.S. Lawsuits There are about 10 pending lawsuits against Gerova in the U.S. In one of the suits, In re Stillwater Capital Partners Inc. Litigation, No. 11-cv- 2737 (S.D.N.Y.), the plaintiffs brought a putative class action alleging violations of common and state statutory law to recover damages on behalf of all investors in certain Stillwater funds whose interests in the Stillwater funds were transferred in the transactions between Stillwater and GFG consummated on Jan. 20, 2010, and who either submitted a request for redemption and allegedly have not been paid in full or who received GFG Series A Preferred Stock which allegedly was converted into restricted, unregistered, shares in GFG. The Plaintiffs assert claims for breach of fiduciary duties; aiding and abetting the breach of fiduciary duties; and breach of contract. Peter A. Ivanickm, Esq., at Hogan Lovells US LLP, attorney of the Petitioners, relates that the liquidators now seek recognition of the Bermuda Proceedings under Chapter 15 for the purpose of obtaining the assistance of Manhattan Court to: (a) restrict and enjoin Gerova's principals, officers, directors, creditors and any other parties from taking actions in the United States that may jeopardize the value of its assets, (b) provide the Petitioners with access to any information and/or records maintained in the United States which is necessary to identify, evaluate, maximize and preserve the value of Gerova's assets, (c) provide the Petitioners with the right to appear on behalf of Gerova and, where appropriate, either pursue or defend claims pending in current litigation in the United States that Gerova is or may be a party to, and (d) assist the Petitioners in assembling and efficiently administering Gerova's assets in one proceeding so as to prevent a piecemeal disposition or degradation of assets that would undermine the Bermuda Proceedings and harm Gerova and its creditors. GEROVA FINANCIAL: Chapter 15 Case Summary ----------------------------------------- Chapter 15 Debtor: Gerova Financial Group, Ltd. Hogan Lovells US LLP 875 Third Avenue New York, NY 10022 Chapter 15 Case No.: 12-13641 Chapter 15 Petition Date: August 24, 2012 Court: Southern District of New York (Manhattan) Judge: Allan L. Gropper About the Debtors: Hamilton-based Gerova Financial, formerly known as Asia Special Situations Acquisition Corp., was primarily involved, from 2010 on, in the business of investing in and managing certain types of illiquid financial assets. Gerova planned to then use such assets as regulatory capital for insurance companies, though this strategy was not fully implemented. After lengthy proceedings and over the objections of Gerova's then-current management, on July 20, 2012, the Bermuda Court entered an order appointing Morrison, et al., as joint provisional liquidators of GFG. Morrison, et al., were also appointed provisional liquidators of GHL on Aug. 20. Foreign Representatives: Michael Morrison and Charles Thresh, both of KPMG Advisory Limited, and John McKenna of Finance and Risk Service Ltd, Bermuda, as liquidators Foreign Representatives' Counsel: Peter A. Ivanick, Esq. HOGAN LOVELLS US LLP 875 Third Avenue New York, NY 10022 Tel: (212) 918-5560 Fax: (212) 918-3100 E-mail: peter.ivanick@hoganlovells.com Estimated Assets: $50 million to $100 million Estimated Debts: $100 million to $500 million Affiliate subject to Chapter 15 petition: Debtor Case No. ------ -------- Gerova Holdings Ltd. 12-13642 Assets: $50,000 to $100,000 Debts: $50,000 to $100,000 The petitions were signed by Charles Thresh, as joint provisional liquidator. GMX RESOURCES: Timothy Benton Resigns as EVP - Geosciences ---------------------------------------------------------- Timothy L. Benton, one of the named executive officers of GMX Resources Inc., provided notice of resignation, effective Aug. 21, 2012, from his position as the Company's Executive Vice President - Geosciences, upon accepting a new role in the industry. Mr. Benton's responsibilities will be absorbed by the Company's current managers and staff of petroleum engineers and geoscientists in Operations and Geosciences. 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. GMX Resources' balance sheet at June 30, 2012, showed $394.79 million in total assets, $462.46 million in total liabilities and a $67.67 million total deficit. The Company reported net losses of $206.44 million in 2011, $138.29 million in 2010, and $181.08 million in 2009. * * * As reported by the Troubled Company Reporter on Aug. 16, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on GMX Resources to 'CC' from 'CCC+'. "The downgrade to 'CC' reflects the potential for a selective default on GMX's 4.5% senior convertible notes due 2015 -- $86.3 million outstanding as of June 30, 2012 -- due to certain aspects of GMX's exchange offer that would constitute a distressed exchange under our criteria," said Standard & poor's credit analyst Paul B. Harvey. "As part of the exchange offer for its 2013 and 2015 convertible notes, holders of the 2015 notes have the right to exchange $1,000 principle of existing notes for $700 principle of new senior secured second-priority notes due 2018. We view this as a distressed exchange." Holders of the existing 2015 notes, regardless of when purchased, would receive significantly less than the original face value that was promised, S&P said. GORDON PROPERTIES: Court Rejects Condo Owners' $315K Claim ---------------------------------------------------------- Calling the case "a study in complexity," Bankruptcy Judge Robert G. Mayer disallowed in its entirety $315,673 in claims filed by First Owners' Association of Forty Six Hundred Condominium, Inc., against Gordon Properties, LLC, for alleged unpaid condominium fees from 2003 to 2009. The judge said the Debtor overcame the prima facie validity of the association's proof of claim by showing that the association did not properly allocate the association's income and expenses in making assessments against the Street-Front Commercial Unit. The burden of proof shifted to the association to show the amount owed to it by the Debtor, and the association failed to meet that burden. The evidence does not allow the Court to determine how much the Debtor owes the association for properly assessed condominium fees for 2003 through 2009. The Court is simply unable on the evidence presented to determine whether the Debtor paid too much or too little during those years. The condominium is a mixed-use condominium consisting of three types of units: Residential Units, Commercial Units and Street- Front Commercial Units. There are three principal physical structures, none of which is connected to the others: a 16-floor high-rise building, a gas station and a restaurant. The Residential Units are located on the fifth through 16th floors of the high-rise building. The Commercial Units are located on the third and fourth floors of the high-rise building and the two Street-Front Commercial Units -- a gas station and a restaurant -- are located in two separate structures fronting on a major road. There are 396 Residential Units which hold a 74.48411% interest in the common elements; 54 Commercial Units which hold a 10.32775% interest in the common elements; and two Street-Front Units which hold a 15.18814% interest in the common elements. Gordon Properties owns the restaurant Street-Front Unit which has an 11.32% interest in the common elements. The case is GORDON PROPERTIES, LLC, Plaintiff, v. FIRST OWNERS' ASSOCIATION OF FORTY SIX HUNDRED CONDOMINIUM, INC., Defendant, Case No. 09-18086 (Bankr. E.D. Va.). A copy of the Court's Aug. 12 Memorandum Opinion is available at http://is.gd/NPRc3Lfrom Leagle.com. About Gordon Properties Alexandria, Va.-based Gordon Properties LLC owns 40 condominium units in a high-rise apartment building with both residential and commercial units and two commercial units adjacent to the high- rise building. Gordon Properties' ownership of these condos represents about a 20% interest in the Forty Six Hundred Condominium project -- http://foa4600.org/-- in Alexandria. Gordon Properties also owns one of the adjacent commercial units, a restaurant. Gordon Properties sought Chapter 11 protection (Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is represented by Donald F. King, Esq., at Odin, Feldman & Pittleman PC in Fairfax, Va. Gordon Properties disclosed $11,149,458 in assets and $1,546,344 in liabilities. Condominium Services filed its chapter 11 petition (Bankr. E.D. Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the condominium association, with a disputed claim of $436,802.00. The association filed a proof of claim asserting a claim of $453,533.12. A second proof of claim was filed by the Internal Revenue Service for $1,955.45. According to its schedules, if both claims are allowed, it has a net deficit of about $426,900. CSI is wholly owned by Gordon Properties. In February 2012, Judge Mayer denied the motion of the association to substantively consolidate the chapter 11 bankruptcy cases of Gordon Properties and Condominium Services, Inc., the condominium management company. Gordon Properties and CSI opposed the motion. The two cases were previously administratively consolidated. GREENMAN TECHNOLOGIES: Amends Form S-1 Registration Statement ------------------------------------------------------------- Greenman Technologies, Inc., filed with the U.S. Securities and Exchange Commission amendment no.1 to Form S-1 relating to the possible resale, from time to time, by Next View Capital LP, Associated Private Equity LLC, Ronald H. Muhlenkamp, et al., of up to: (1) 9,908,591 shares that may be acquired upon the conversion of shares of the Company's 10% Convertible Preferred Stock, which preferred stock was issued to 15 investors in a private placement completed on April 30, 2012; (2) 158,448 shares issued on June 30, 2012, in lieu of the cash payment of dividends on the preferred stock in accordance with the terms of the Certificate of Designation governing that preferred stock; and (3) 1,486,243 additional shares issuable within 15 months after June 30, 2012, in lieu of the cash payment of dividends on the preferred stock in accordance with the terms of the Certificate of Designation governing such preferred stock. The Company is not selling any shares of its Common Stock in this offering and, as a result, the Company will not receive any proceeds from the sale of the Common Stock covered by this prospectus. All of the net proceeds from the sale of the Company's Common Stock will go to the selling security holders. The Company's Common Stock is presently quoted on the OTC Markets Group's OTCQB under the symbol "GMTI." On July 12, 2012, the last reported sale price of the Company's Common Stock on the OTCQB was $0.72 per share. A copy of the amended prospectus is available for free at: http://is.gd/Xp1e3v About Greenman Technologies Lynnfield, Mass.-based GreenMan Technologies, Inc. (OTC QB: GMTI) through its two alternative energy subsidiaries, American Power Group, Inc. ("APG") and APG International, Inc. ("APGI"), provides a cost-effective patented dual fuel conversion technology for diesel engines and diesel generators. Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis, Minnesota, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended Sept. 31, 2011, indicating that the Company has continued to incur substantial losses from operations, has not generated positive cash flows and has insufficient liquidity to fund its ongoing operations that raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $6.81 million for the year ended Sept. 30, 2011, compared with a net loss of $5.64 million the year before. The Company's balance sheet at June 30, 2012, showed $10.12 million in total assets, $4.59 million in total liabilities and $5.52 million in stockholders' equity. H&M OIL: Lain Faulkner Approved as Financial Adviser ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized H&M Oil and Gas, LLC, and Anglo-American Petroleum Corporation to employ Lain Faulkner & Co., PC, as financial adviser. Lain Faulkner will provide, among other things, assistance with the preparation of the Debtor's schedules of assets and liabilities, the Debtor's statement of financial affairs; and monthly operating reports. Jason A. Rae, a member of Lain Faulkner, assures the Court that the firm is "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About H&M Oil H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on April 30, 2012. Another entity, Anglo-American Petroleum Corp. (Case No. 12-32786) simultaneously filed for Chapter 11. H&M Oil disclosed $297,119,773 in assets and $77,463,479 in liabilities as of the Chapter 11 filing. H&M Oil & Gas is an oil and gas production and development company. H&M, through its operating company, H&M Resources LLC, is focused on developing its leases in the Permian basin and Texas panhandle. Dallas, Texas-based Anglo-American Petroleum -- http://www.angloamericanpetroleum.com/-- is the holding corporation for H&M Oil. Judge Barbara J. Houser presides over the case. The Debtors are represented by Keith William Harvey, Esq., at Anderson Tobin PLLC, in Dallas. Prospect Capital Corporation, the Debtors' lone secured creditor, is represented in the case by Timothy A. Davidson II, Esq., and Joseph P. Rovira, Esq., at Andrews Kurth LLP. HAWKER BEECHCRAFT: Bonuses Rejected as Barred Retention Program --------------------------------------------------------------- A bankruptcy judge on Aug. 24 denied Hawker Beechcraft's bid to pay as much as $5.3 million in bonuses to eight of its top executives, saying the proposed bonus plan violates bankruptcy rules designed to severely limit the payment of retention bonuses to top company insiders. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports the U.S. Bankruptcy Judge Stuart M. Bernstein said in an Aug. 24 opinion that Hawker Beechcraft's bonus program is fatally defective because it "pays a bonus for confirming a plan that is likely to occur." In July, the aircraft manufacturer sought approval for the program that would cost $5.3 million by paying the top officers bonuses equal to 200% of base salary. The union and the U.S. Trustee both objected, contending the program amounted to retention bonuses that Congress prohibits for senior executives of bankrupt companies. According to the Bloomberg report, Judge Bernstein agreed with the objectors in his 14-page opinion. He said the bonus plan "sets the bar too low to qualify as anything other than a retention program for insiders." In July, Judge Bernstein approved a $1.9 million retention bonus program for lower-ranking managers. Under the program as proposed, top executives would receive varying amounts of the bonuses regardless of whether debt is exchanged for stock or the company is sold. Judge Bernstein noted that the deadlines for reaching the targets could be extended without the court's approval, so long as the creditors' committee approved. Daniel McCoy at Wichita Business Journal reports that Hawker said it will evaluate changing the proposed incentive plan it had hoped to use to pay its senior leadership team up to $5.3 million in bonuses. According to the report, Hawker stated it will try to amend the plan so it meets the court's requirements. "Hawker Beechcraft's Key Employee Incentive Plan was designed to recognize the critical role that the leadership team has in the company's ongoing restructuring process, and we are evaluating next steps toward amending the incentive plan so that it conforms to the guidance in the court's opinion," the Company stated. The report notes the plan had been opposed by both the International Association of Machinists and Aerospace Workers and the U.S. Justice Department. About Hawker Beechcraft Hawker Beechcraft Inc., a designer and manufacturer of light and medium-sized jet, turboprop and piston aircraft, filed for Chapter 11 reorganization together with 17 affiliates (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012 Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Judge Stuart Bernstein oversees the case. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent, and administrative advisor. PricewaterhouseCoopers LLP is accounting consultants and independent auditors. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. The Senior Secured Lenders' legal representative is Wachtell Lipton Rosen & Katz and their financial advisor is Houlihan Lokey. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. The Committee tapped FTI Consulting, Inc., as its financial advisor. When it filed for bankruptcy, Hawker already negotiated a restructuring support agreement that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. That plan was filed June 30, 2012. The plan proposes to give 81.9% of the new stock to holders of $1.829 billion of secured debt, reserving 18.9% for unsecured creditors. The restructuring support agreement stated the $780.9 million in unsecured deficiency claims of secured lenders are to participate in the pool of unsecured claims to share in 18.9% of the new equity. The unsecured recovery that otherwise would go to holders of $308 million in subordinated note claims will be directed to senior unsecured noteholders. In July 2012, Hawker unveiled a deal to sell the bulk of its businesses for $1.79 billion to Chinese company Superior Aviation Beijing Co. Hawker won Court approval to enter into exclusive negotiations with Superior Aviation. As part of the exclusivity agreement, Superior made payments to Hawker to sustain the Debtor's jet business. If negotiations with Superior are not concluded in a timely manner, Hawker said it will proceed with seeking confirmation of the June 30 Plan of Reorganization. Superior's legal representative is Locke Lord LLP and its financial advisor is Grant Thornton. HAWKER BEECHCRAFT: Fried Frank Approved as Special Counsel ---------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District Of New York authorized Hawker Beechcraft, Inc., et al., to employ Fried, Frank, Harris, Shriver & Jacobson LLP as special counsel relating to present and future matters involving international arbitration, government contract bids and protests, contract disputes, and cross-border regulatory and legal compliance issues. Brian T. Mangino, a partner at Fried Frank, tells the Court that Fried Frank will continue to render services to the Debtors. The firm Frank has been providing services to the Debtors since 2007. Mr. Mangino assures the Court that Fried Frank does not represent or hold any interest adverse to the Debtors or the Debtors' estates with respect to the matters upon which it is to be engaged. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. HAWKER BEECHCRAFT: Bank Debt Trades at 28% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Hawker Beechcraft is a borrower traded in the secondary market at 72.04 cents-on- the-dollar during the week ended Friday, Aug. 24, an increase of 1.32 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank loan matures on March 26, 2014. The loan is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. HYDROFLAME TECHNOLOGIES: Involuntary Chapter 11 Case Summary ------------------------------------------------------------ Alleged Debtor: Hydroflame Technologies, LLC 8000 GSRI Avenue Bldg. 3000 La. Business & Tech Center 38197 Summerwood Ave. Baton Rouge, LA 70820 Case Number: 12-11250 Involuntary Chapter 11 Petition Date: August 24, 2012 Court: Middle District of Louisiana (Baton Rouge) Petitioner's Counsel: Barry W. Miller, Esq. HELLER, DRAPER, PATRICK & HORN P.O. Box 86279 Baton Rouge, LA 70879-6279 Tel: (225) 767-1499 Fax: (225) 761-0760 E-mail: bmiller@hellerdraper.com Hydroflame Technologies' petitioners: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ James E. Landry Wages, salary $12,692 100 Danbury Circle Lafayette, LA 70503 Mayuri Murugesu Wages, salary $6,461 8001 Jefferson Hwy. Apt. 53 Baton Rouge, LA 70809 Dinaker Deshini Wages, salary $3,846 1724 S. Brightside View Apt. K Baton Rouge, LA 70820 INFERNO DISTRIBUTION: Case Summary & Top Unsecured Creditors ------------------------------------------------------------ Debtor: Inferno Distribution, LLC 1888 Century Park East, Suite 1540 Los Angeles, CA 90067 Bankruptcy Case No.: 12-39145 Chapter 11 Petition Date: August 24, 2012 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Barry Russell Debtor's Counsel: Brian L. Davidoff, Esq. GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP 1900 Ave of the Stars 21st Flr Los Angeles, CA 90067 Tel: (310) 201-7530 Fax: (310) 402-5026 E-mail: bdavidoff@greenbergglusker.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliate that simultaneously filed separate Chapter 11 petitions Debtor Case No. ------ -------- Inferno International, LLC 12-39146 Assets: $500,001 to $1,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by James Seibel, manager. A. A copy of the Inferno Distribution's list of its 11 unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-39145.pdf B. A copy of Inferno International's list of its 14 unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-39146.pdf LEGENDS GAMING: Chickasaws' $125 Million Offer Going to Auction --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that casino operator Legends Gaming LLC will hold an auction on Oct. 15 to learn whether the $125 million offer from an affiliate of the Chickasaw Nation is the best bid for the properties in Bossier City, Louisiana and Vicksburg, Mississippi, now in bankruptcy for a second time since 2008. According to the report, at the end of last week, the U.S. Bankruptcy Court in Shreveport, Louisiana, set a schedule where competing bidders are required to submit non-binding proposals by Sept. 7. Formal bids are due Sept. 24, followed by an auction on Oct. 15. To comply with state gaming regulations, the transfer of ownership can be accomplished only through a sale of the casinos' stock. Consequently, approval of the sale will occur in conjunction with confirmation of a Chapter 11 reorganization plan that is yet to be filed. The report relates that the offer by the federally recognized Chickasaw tribe includes $61.5 million in new first-lien debt and $36 million in second-lien debt, with the remainder in cash. Although the sticker price is less than the $181.2 million in first-lien debt, the lenders support the sale, according to a court filing. About Legends Gaming Legends Gaming LLC, own gaming facilities located in Bossier City, Louisiana, and Vicksburg, Mississippi, operating under the DiamondJack's trade name. Legends Gaming LLC, and five related entities, including Louisiana Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr. W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31, 2012, to sell the business for $125 million to Global Gaming Solutions LLC, absent higher and better offers. Legends Gaming acquired the business from Isle of Capri Casinos Inc., in 2006 for $240 million. After breaching covenant with lenders, the Debtors in March 2008 sought Chapter 11 protection, jointly administered under Louisiana Gaming Partnership (Case No. 08-10824). The Debtors emerged from bankruptcy in September 2009 and retained ownership and operation of two "DiamondJacks" hotels and casinos in Bossier City and Vicksburg. The Plan restructured $162.1 million owed to the first lien lenders and $75 million owed to secured lien lenders, which would be paid in full, with interest, over time. As of July 31, 2012, first lien lenders are owed $181.2 million and second lien lenders are owed $114.7 million. Attorneys at Heller, Draper, Hayden Patrick & Horn serve as counsel to the Debtors. Sea Port Group Securities, LLC is the financial advisor. Kurtzman Carson Consultants LLC as is the claims and notice agent. The Debtors have tapped Jenner & Block LLP as special counsel. LEGENDS GAMING: Gets Interim OK for KCC as Claims Agent ------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Louisiana authorized, on an interim basis, Louisiana Riverboat Gaming Partnership to employ Kurtzman Carson Consultants LLC. A final hearing will be held Sept. 13, at 10 a.m., if and an objection is filed. About Legends Gaming Legends Gaming LLC, own gaming facilities located in Bossier City, Louisiana, and Vicksburg, Mississippi, operating under the DiamondJack's trade name. Legends Gaming LLC, and five related entities, including Louisiana Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr. W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31, 2012, to sell the business for $125 million to Global Gaming Solutions LLC, absent higher and better offers. Legends Gaming acquired the business from Isle of Capri Casinos Inc., in 2006 for $240 million. After breaching covenant with lenders, the Debtors in March 2008 sought Chapter 11 protection, jointly administered under Louisiana Gaming Partnership (Case No. 08-10824). The Debtors emerged from bankruptcy in September 2009 and retained ownership and operation of two "DiamondJacks" hotels and casinos in Bossier City and Vicksburg. The Plan restructured $162.1 million owed to the first lien lenders and $75 million owed to secured lien lenders, which would be paid in full, with interest, over time. The Debtors' properties comprise 60,000 square feet of gaming space with 1,913 slot machines, 48 table games and 693 hotel rooms. Revenues in fiscal 2011 were $99.8 million in Louisiana and $39.7 million in Mississippi. As of July 31, 2012, first lien lenders are owed $181.2 million and second lien lenders are owed $114.7 million. Attorneys at Heller, Draper, Hayden Patrick & Horn serve as counsel to the Debtors. Sea Port Group Securities, LLC is the financial advisor. Kurtzman Carson Consultants LLC as is the claims and notice agent. The Debtors have tapped Jenner & Block LLP as special counsel. LEGENDS GAMING: Heller Draper Approved as Bankruptcy Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Louisiana authorized Louisiana Riverboat Gaming Partnership to employ Heller, Draper, Patrick & Horn, LLC as counsel. About Legends Gaming Legends Gaming LLC, own gaming facilities located in Bossier City, Louisiana, and Vicksburg, Mississippi, operating under the DiamondJack's trade name. Legends Gaming LLC, and five related entities, including Louisiana Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr. W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31, 2012, to sell the business for $125 million to Global Gaming Solutions LLC, absent higher and better offers. Legends Gaming acquired the business from Isle of Capri Casinos Inc., in 2006 for $240 million. After breaching covenant with lenders, the Debtors in March 2008 sought Chapter 11 protection, jointly administered under Louisiana Gaming Partnership (Case No. 08-10824). The Debtors emerged from bankruptcy in September 2009 and retained ownership and operation of two "DiamondJacks" hotels and casinos in Bossier City and Vicksburg. The Plan restructured $162.1 million owed to the first lien lenders and $75 million owed to secured lien lenders, which would be paid in full, with interest, over time. The Debtors' properties comprise 60,000 square feet of gaming space with 1,913 slot machines, 48 table games and 693 hotel rooms. Revenues in fiscal 2011 were $99.8 million in Louisiana and $39.7 million in Mississippi. As of July 31, 2012, first lien lenders are owed $181.2 million and second lien lenders are owed $114.7 million. Attorneys at Heller, Draper, Hayden Patrick & Horn serve as counsel to the Debtors. Sea Port Group Securities, LLC is the financial advisor. Kurtzman Carson Consultants LLC as is the claims and notice agent. The Debtors have tapped Jenner & Block LLP as special counsel. LEGENDS GAMING: OK'd To Pay Certain Critical Vendors Claims ------------------------------------------------------------ The Hon. Stephen V. Callaway of the U.S. Bankruptcy Court for the Western District of Louisiana authorized Louisiana Riverboat Gaming Partnership to pay prepetition claims of certain critical vendors in the ordinary course of business. The Court ordered that: 1. the Debtors are authorized to condition any payment to a critical vendor on an agreement by such critical vendor to provide postpetition credit on terms and conditions that are acceptable to the Debtors; and 2. any payment made to a critical vendor that is subject to postpetition credit terms is subject to disgorgement or setoff against any payments otherwise owed for the period after the commencement of the chapter 11 cases in the event the critical vendor does not continue to provide goods and services to the Debtors during the pendency of the chapter 11 cases on the agreed postpetition credit terms. About Legends Gaming Legends Gaming LLC, own gaming facilities located in Bossier City, Louisiana, and Vicksburg, Mississippi, operating under the DiamondJack's trade name. Legends Gaming LLC, and five related entities, including Louisiana Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr. W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31, 2012, to sell the business for $125 million to Global Gaming Solutions LLC, absent higher and better offers. Legends Gaming acquired the business from Isle of Capri Casinos Inc., in 2006 for $240 million. After breaching covenant with lenders, the Debtors in March 2008 sought Chapter 11 protection, jointly administered under Louisiana Gaming Partnership (Case No. 08-10824). The Debtors emerged from bankruptcy in September 2009 and retained ownership and operation of two "DiamondJacks" hotels and casinos in Bossier City and Vicksburg. The Plan restructured $162.1 million owed to the first lien lenders and $75 million owed to secured lien lenders, which would be paid in full, with interest, over time. The Debtors' properties comprise 60,000 square feet of gaming space with 1,913 slot machines, 48 table games and 693 hotel rooms. Revenues in fiscal 2011 were $99.8 million in Louisiana and $39.7 million in Mississippi. As of July 31, 2012, first lien lenders are owed $181.2 million and second lien lenders are owed $114.7 million. Attorneys at Heller, Draper, Hayden Patrick & Horn serve as counsel to the Debtors. Sea Port Group Securities, LLC is the financial advisor. Kurtzman Carson Consultants LLC as is the claims and notice agent. The Debtors have tapped Jenner & Block LLP as special counsel. LEGENDS GAMING: DiamondJack's Creditors' Meeting Today ------------------------------------------------------ The U.S. Trustee for Region 5 will convene a meeting of creditors in Louisiana Riverboat Gaming Partnership's Chapter 11 case on Aug. 28, 2012, at 10 a.m. The meeting will be held at the U.S. Trustee's Office in Room 3196, Shreveport. 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 Legends Gaming Legends Gaming LLC, own gaming facilities located in Bossier City, Louisiana, and Vicksburg, Mississippi, operating under the DiamondJack's trade name. Legends Gaming LLC, and five related entities, including Louisiana Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr. W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31, 2012, to sell the business for $125 million to Global Gaming Solutions LLC, absent higher and better offers. Legends Gaming acquired the business from Isle of Capri Casinos Inc., in 2006 for $240 million. After breaching covenant with lenders, the Debtors in March 2008 sought Chapter 11 protection, jointly administered under Louisiana Gaming Partnership (Case No. 08-10824). The Debtors emerged from bankruptcy in September 2009 and retained ownership and operation of two "DiamondJacks" hotels and casinos in Bossier City and Vicksburg. The Plan restructured $162.1 million owed to the first lien lenders and $75 million owed to secured lien lenders, which would be paid in full, with interest, over time. The Debtors' properties comprise 60,000 square feet of gaming space with 1,913 slot machines, 48 table games and 693 hotel rooms. Revenues in fiscal 2011 were $99.8 million in Louisiana and $39.7 million in Mississippi. As of July 31, 2012, first lien lenders are owed $181.2 million and second lien lenders are owed $114.7 million. Attorneys at Heller, Draper, Hayden Patrick & Horn serve as counsel to the Debtors. Sea Port Group Securities, LLC is the financial advisor. Kurtzman Carson Consultants LLC as is the claims and notice agent. The Debtors have tapped Jenner & Block LLP as special counsel. LEVELLAND/HOCKLEY: No Longer Has Any Assets, Seeks Chapter 7 ------------------------------------------------------------ Levelland / Hockley County Ethanol, L.L.C., and the Official Committee of Unsecured Creditors, ask the Bankruptcy Court for the Northern District of Texas to convert the Debtor's bankruptcy case to one under Chapter 7 of the Bankruptcy Code. The parties relate that, among other things: 1. the Debtor has ceased operating and has sold virtually all of its assets; 2. the Debtor does not have the resources to propose and confirm a plan; and 3. both the Debtor and the Committee believe that a Chapter 7 trustee could more effectively pursue preferences and fraudulent transfers and otherwise administer the remaining assets of the estate. About Levelland/Hockley County Ethanol Levelland/Hockley County Ethanol LLC is a Texas limited liability company that owns and operates a 40 million gallon per annum Ethanol production plant located in Levelland, Hockley county, Texas. The LLC has over 100 members many of whom are local farmers, business people and civic leaders. A recent appraisal Of its facility values its assets, with the Plant under full operation, at over $51.5 million. Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-50162) on April 27, 2011. I. Richard Levy, Esq., Christopher M. McNeill, Esq., and Susan Frierott, Esq., at Block & Garden, LLP, in Dallas, represent the Debtor as counsel. The Debtor disclosed total assets of $60,451,124 and total liabilities of $47,557,432 in its schedules. On May 9, 2011, William T. Neary, the U.S. Trustee for Region 6, appointed an Official Committee of Unsecured Creditors in the Debtor's cases. Stephen M. Pezanosky, Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, in Fort Worth, Texas, represent the Committee. LIQUIDMETAL TECHNOLOGIES: Amends 36.8MM Shares Offering Prospectus ------------------------------------------------------------------ Liquidmetal Technologies, Inc., filed with the U.S. Securities and Exchange Commission amendment no. 2 to Form S-1 covering an aggregate of up to 36,892,194 shares of the Company's common stock, $0.001 par value per share, that may be offered from time to time by Kingsbrook Opportunities Master Fund LP, Hudson Bay Master Fund Ltd., Empery Asset Master Ltd., et al. The shares being offered by this prospectus are issuable to those selling stockholders upon the conversion of the Company's Senior Convertible Notes due on Sept. 1, 2013, issued by the Company in connection with a private placement in July 2012. This prospectus also covers any additional shares of common stock that may become issuable upon any anti-dilution adjustment pursuant to the terms of the Senior Convertible Notes due on Sept. 1, 2013, by reason of stock splits, stock dividends, and other events. The Senior Convertible Notes due on Sept. 1, 2013, were acquired by the selling stockholders in a private placement by the Company that closed on July 2, 2012. The Company's common stock is currently quoted on the OTC Bulletin Board under the symbol "LQMT." On Aug. 21, 2012, the last reported sales price of the Company's common stock was $0.31 per share. A copy of the amended prospectus is available for free at: http://is.gd/ysjplt About Liquidmetal Technologies Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. After auditing the 2011 financial statements, Choi, Kim & Park, LLP, in Los Angeles, California, said that the Company's significant operating losses and working capital deficit raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2012, showed $3.02 million in total assets, $8.24 million in total liabilities and a $5.21 million total shareholders' deficit. LOCATION BASED TECHNOLOGIES: PocketFinder Has High-End Customers ---------------------------------------------------------------- Location Based Technologies Inc. will provide PocketFinder Vehicle location devices to Midway Fleet Leasing and Coatto Motorsport, both companies active in the Orange County and Los Angeles areas' exotic vehicle market. Midway Fleet Leasing projects a growing need for vehicle devices in leased vehicles along with other potential applications under review. Coatto Motorsport -- http://www.coattomotorsport.com/-- is a targeted provider of high-end luxury vehicles with clientele of professional athletes, Hollywood movie stars and successful professionals. "This high-end luxury and exotic automobile market vertical is a natural fit for our always on, highly dependable A-GPS vehicle devices," said Location Based Technologies CEO, Dave Morse. "We appreciate Midway's and Coatto's exacting requirements and look forward to enhancing their high level of customized service with this new capability." Ken Sopp, Director of Leasing at Midway Fleet Leasing, stated, "We serve corporate and individual clients with customized high value vehicle solutions and need to know exactly where our cars, and investments, are located at any time."(see www.midwayleasing.com ) Rani Rabbat, co-owner of Coatto Motorsports, stated, "We deal only with the very best of high end cars and had LBT's trackers introduced to us by West Coast Customs. It is the perfect solution. I can see where all my cars are right from my phone." About Location Based Irvine, Calif.-based Location Based Technologies, Inc., designs, develops, and sells leading-edge personal locator devices and services. The Company's balance sheet at May 31, 2012, showed $7.64 million in total assets, $5.44 million in total liabilities, $499,387 of commitments and contingencies, and stockholders' equity of $1.70 million. "The Company has incurred net losses since inception, and as of May 31, 2012, had an accumulated deficit of $42,125,209. These conditions raise substantial doubt as to the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended May 31, 2012. As reported in the TCR on Dec. 2, 2011, Comiskey & Company, in Denver Colorado, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended Aug. 31, 2011. The independent auditors noted that the Company has incurred recurring losses since inception and has an accumulated deficit in excess of $37,000,000. "There is no established sales history for the Company's products, which are new to the marketplace." MARMC TRANSPORT: Court to Hold Trial on Summit Legal Fees Claim --------------------------------------------------------------- Bankruptcy Judge Peter J. McNiff ruled on MarMc Transportation, Inc.'s objection to the proof of claim filed by Summit Electric, LLC. MarMc employed Summit to perform certain electrical services. The invoices' total amount was $52,418. After failing to receive payment from MarMc, Summit filed a complaint in the District Court of the Seventh Judicial District, Natrona County, Wyoming. On March 2, 2010, after MarMc failed to answer or respond, the Wyoming District Court entered an Order of Default Judgment in that amount with interest at 10% per annum. Summit began enforcement of its judgment through a judicial lien and writ of garnishment. On March 9, 2010, Summit's Judgment Lien was recorded in the Natrona County Clerk's Office. On March 19, 2010, the Clerk of District Court issued a Writ of Garnishment on MarMc's bank account. Thereafter, MarMc contacted Summit requesting the release of the writ of garnishment. On March 25, 2010, MarMc executed a Promissory Note with Guaranties agreeing to pay the judgment amount with 10% interest beginning March 2, 2012, plus attorneys' fees. Cindy Richardson, vice president and manager of MarMc executed a personal guaranty for the Note. Also, on March 25, the Wyoming District Court entered its order releasing the writ of garnishment. In MarMc's Chapter 11 bankruptcy, Summit filed its claim asserting a secured claim in the amount of $33,361 as the unpaid balance and an unsecured claim in the amount of $2,239 for pre-petition attorney fees. MarMc objected to Summit's claim arguing: (1) that the Default Judgment entered in the Wyoming District Court does not have any preclusive effect; (2) the judgment lien is void on the basis of novation; and (3) the unsecured claim amount of $2,239.96 is presumably for attorney fees which have not been approved by the Court. MarMc supplemented its objection to include the argument that the claim is unsecured as Summit failed to file a continuation of its judgment lien as required under the Wyoming Uniform Commercial Code. In conclusion the Court finds that: (1) res judicata applies to preclude MarMc from objecting to the Wyoming District Court Default Judgment; (2) novation does not apply to extinguish the Wyoming District Court's Default Judgment; (3) Summit's claim has not become unsecured as the judgment lien has not expired; and (4) regarding the allowance of pre-petition attorney fees, the Court will require an evidentiary hearing to determine: (1) whether the creditor holding the claim is oversecured; and (2) the reasonableness of the attorney's fees and costs. A copy of the Court's Aug. 23, 2012 Opinion is available at http://is.gd/734zMgfrom Leagle.com. About MarMc Transportation Headquartered in Mills, Wyoming, MarMc Transportation, Inc.'s principal business activity and purpose was moving oil drilling rigs and relocating to and from drilling and well sites. At its height, MarMc showed gross annual income of $16,199,506 (2008) and had 74 employees on its payroll. MarMc filed for Chapter 11 bankruptcy protection (Bankr. D. Wyo. Case No. 10-20653) on June 3, 2010, amid cash flow problems and management void that caused it to default on various financial obligations. Stephen R. Winship, Esq., at Winship & Winship, PC, assists the Company in its restructuring effort. MarMc estimated $10 million to $50 million in assets and up to $10 million in debts in its Chapter 11 petition. The United States Trustee has not appointed an unsecured creditors' committee in the Debtor's case. MarMc, through various sales approved by the Bankruptcy Court, has sold almost all of its personal property, which sales resulted in total proceeds of over $8,200,000. MarMc also has sold a parcel of real property for $640,000. A portion of the sale proceeds have satisfied the lien claims of Wells Fargo Equipment Finance, Inc. (except for its attorney fees estimated at no more than $25,000). Additionally, $995,000 was paid, from the sale proceeds, against the remaining real estate mortgage held by Wells Faro Bank. As reported by the Troubled Company Reporter on May 31, 2012, the Bankruptcy Court denied confirmation of the second amended plan of reorganization filed by MarMc, after objections lodged by Dave Sundem and Marcille Sundem, Summit Electric, Kruse Energy Equipment and the United States Trustee. MarMc said it has substantial funds available for distribution to pay claims or at least portions of claims and should not be hindered by the minimal amounts at issue with the objecting parties. The objecting parties collectively allege that the plan improperly provides for the discharge of Cindy Richardson's guaranties of the claims of Summit Electric and the Sundems. The objecting parties also have asserted individual objections to confirmation of the plan. Under the Second Amended Plan of Reorganization filed March 2, MarMc will retain all undistributed property, which will vest in MarMc along with all after acquired property and proceeds. The funds necessary for the implementation of the plan have been generated primarily from asset sales. The remaining funds will be derived from business income. MarMc will be the disbursing agent and will be responsible for all obligations under the plan. To continue to fund the Plan, MarMc will continue to pursue those adversary proceedings which are currently pending and may bring an adversary proceeding against Mark Richardson for his actions and omissions that caused the Debtor to seek protection under bankruptcy. METHOD ART: Taps Colliers International to Sell Riverside Property ------------------------------------------------------------------ Method Art Corporation asks the U.S. Bankruptcy Court for the District of Nevada for permission to employ Colliers International as broker to sell and or lease real property owned by the Debtor located at 940 Columbia Avenue, Riverside, California. Colliers intends to bill Debtor relating to the broker services upon the close of escrow of the sale of the Riverside Property at a commissioned rate of 3% of the total purchase price of the Riverside Property, due and owing in full and made payable directly to Colliers. To the best of the Debtor's knowledge, Colliers does not hold or represent any interest adverse to the Debtor with respect to the matters on which they are to be retained. About Method Art Method Art Corporation filed a bare-bones Chapter 11 petition (Bankr. D. Nev. Case No. 12-50745) in its home-town in Reno, Nevada, on April 1, 2012. The Debtor disclosed $14.5 million in assets and $11.7 million in debts in its schedules. The Debtor owns six properties in Nevada and California. The properties are valued $13.8 million and secure debt totaling $10.9 million. Judge Bruce T. Beesley presides over the case. The petition was signed by Brynn Miner, who has the role of director, president, secretary and treasurer. MF GLOBAL: CFTC Says LCs Don't Protect Commodity Customers ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Commodity Futures Trading Commission disagreed with ConocoPhillips and said that letters of credit don't protect a commodity customer from losing collateral if a broker goes bankrupt after misappropriating customers' deposits. According to the report, the issue arose in the liquidation of commodities broker MF Global Inc. ConocoPhillips, disagreeing with the MF Global trustee over the status of letters of credit posted as collateral with a broker instead of cash, filed papers asking U.S. District Judge Katherine B. Forrest to remove the dispute from bankruptcy court. Without taking a position on which court should decide the dispute, the CFTC came down squarely against ConocoPhillips on the ultimate question. The report relates that as margin to support positions in its account, ConocoPhillips deposited $205 million in letters of credit with MF Global rather than cash. James Giddens, the MF Global trustee, took the position that ConocoPhillips is only entitled to a return of the same percentage of letters of credit as other customers have received for their cash margin deposits. ConocoPhillips argued that it's entitled to cancellation of the letters of credit because MF Global wasn't entitled to draw on them when the liquidation began. The report notes that the CFTC said in papers filed last week in Judge Forrest's court that the commission's regulations contradict ConocoPhillips and unambiguously say that the full face value of letters of credit constitutes so-called customer property. The report relates that in the CFTC's opinion, ConocoPhillips is only entitled to the return of the same portion of face value of the letters of credit that other creditors receive in cash. Also last week, Mr. Giddens filed papers opposing removal of the ConocoPhillips claim dispute from bankruptcy court. There is no ambiguous non-bankruptcy law requiring a decision from a district judge, as the case only entails implementation of the plain meaning of a CFTC regulation, Mr. Giddens said. In addition, the regulations are an implementation of bankruptcy law and thus fall squarely within the competence of the bankruptcy court, he said. According to the report, in its brief last week, the CFTC explained how ConocoPhillips's argument was rejected when the regulations were adopted. The commission said it would be inequitable for customers with letters of credit to come out better than customers who deposit cash if a broker misappropriates their deposits. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm was also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy cases of MF Global Holdings Ltd. and its affiliates. The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee has retained Capstone Advisory Group LLC as financial advisor. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. MORRIS BROWN: Files for Bankruptcy to Avert Foreclosure ------------------------------------------------------- Ernie Suggs at The Atlanta Journal-Constitution reports Morris Brown College officials have filed for Chapter 11 bankruptcy to prevent the school from being foreclosed on and sold at auction, and to give them time to regroup. According to the report, Morris Brown, which is more than $30 million in debt, was facing foreclosure next month after investors called $13 million worth of bonds tied to the college. The bonds were issued by the Fulton County Development Authority in 1996. As security for the bonds, Morris Brown pledged several pieces of property, including the school's administration building. An auction of assets had been scheduled for Sept. 4. "The trustees are taking several deliberate actions to insure that we not only survive, but thrive," the report quotes board Chairman Preston W. Williams as saying. "Our commitment is to focus on restructuring and making it possible for us to survive another day." The report relates Renardo Hicks, an attorney for Morris Brown, said the emergency filing automatically delays the foreclosure until a judge decides otherwise. The report adds Morris Brown President Stanley Pritchett said the filing will give the school breathing room to find a steady stream of capital to keep it afloat. MW GROUP: To Pay $12,000 to Bidencope for Appraisal Service ----------------------------------------------------------- MW Group, LLC, has filed an amended application to employ Bidencope & Associates as appraisers. MW Group first obtained approval in May to employ Bidencope. But the application incorrectly stated that the cost of the appraisal would be $3,500. By contrast, Damon C. Bidencope's affidavit correctly stated the appraisal will cost $12,000. The Debtor seeks approval of $12,000 to be paid to Bidencope as payment for the appraisal services. Further, the firm will bill the Debtor on an hourly basis for its time spent in connection with testifying in the Chapter 11 case, if necessary, and those fees will be subject to Court approval in accordance with Section 330(a) of the Bankruptcy Code. Mr. Bidencope's current standard hourly rate is $250. Mr. Bidencope attests the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About MW Group Charlotte, North Carolina-based MW Group LLC filed for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21, 2011. The Debtor scheduled assets of $10.32 million and liabilities of $8.42 million. Donald R. James signed the petition as manager. The Debtor's assets consist of 36.5 acres of vacant land, 48 condo units for rent, and 200 apartments known as Weyland and Weyland II, located in Charlotte, Mecklenburg County, North Carolina. The Debtor is represented by Christine L. Myatt, Esq., at Nexsen Pruet, PLLC, in Greensboro, North Carolina. No official committee of unsecured creditors has been appointed in the case. NEOMEDIA TECHNOLOGIES: Licenses Barcode Patents to Microsoft ------------------------------------------------------------ NeoMedia Technologies, Inc., has granted Microsoft a worldwide, non-exclusive, license to NeoMedia's patent portfolio. NeoMedia's IP portfolio, consisting of over 74 patents awarded and pending worldwide, encompasses many mobile barcode implementations used widely across the industry. "The agreement between NeoMedia and Microsoft underscores the importance of intellectual property to our growing industry," said Laura Marriott, chief executive officer of NeoMedia. "As mobile barcodes become a key fixture in the mobile marketing mix, it is important for stakeholders across the industry to ensure the solutions they employ leverage the relevant intellectual property in a responsible manner." "It is a very exciting time for the mobile IP industry as companies develop new technology for the always connected consumer," said Ragnar Olson, Partner, Global IP Law Group. "We appreciated the opportunity to have worked with NeoMedia to bring about this agreement." About NeoMedia Technologies Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile barcode scanning solutions. The Company's technology allows mobile devices with cameras to read 1D and 2D barcodes and provide "one click" access to mobile content. After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa, FL, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has ongoing requirements for additional capital investment. The Company reported a net loss of $849,000 in 2011, compared with net income of $35.09 million in 2010. The Company's balance sheet at June 30, 2012, showed $7.53 million in total assets, $106.09 million in total liabilities, all current, $4.84 million in series C convertible preferred stock, $348,000 in series D convertible preferred stock, and a $103.74 million total shareholders' deficit. NET ELEMENT: Has $9.3 Million Credit Agreement with Alfa-Bank ------------------------------------------------------------- OOO TOT Money, a subsidiary of Net Element, Inc., entered into a Credit Agreement with Alfa-Bank on Aug. 17, 2012. Pursuant to the Agreement, Alfa-Bank agreed to provide a line of credit to TOT Money with the credit line limit set at 300 million Russian rubles (or approximately US$9,348,707 based on the currency exchange rate as of the close of business on Aug. 17, 2012). The interest rate on the initial amount borrowed under the Agreement is 3.55% per annum. Alfa-Bank has the unilateral right to change the interest rate on amounts borrowed under the Agreement from time to time in the event of changes in certain market rates or in Alfa-Bank's reasonable discretion, provided that the interest rate may not exceed 14% per annum. Interest must be repaid on a monthly basis on the 25th of each month. Amounts borrowed under the Agreement must be repaid within six months of the date borrowed. The duration of the line of credit is set from Aug. 17, 2012, through May 21, 2014. The Agreement requires TOT Money to establish and maintain a deposit account with Alfa-Bank with a minimum balance of 150% of the average value of liabilities on outstanding credit products provided to TOT Money by Alfa-Bank. TOT Money's obligations under the Agreement are secured by a pledge of TOT Money's deposits in such deposit account and by a guarantee given by AO SAT & Company. AO SAT & Company is an affiliate of Kenges Rakishev, a director of Net Element, Inc. The financial obligations of TOT Money under the Agreement may be increased in the following circumstances, among others: (i) in case of delay in repayment of loans, Alfa-Bank may charge TOT Money a penalty of 0.2% of the defaulted obligation for each day of delay, but not less than double the refinancing rate; (ii) in case of late payment of interest, Alfa-Bank may charge TOT Money a penalty of 0.2% of the defaulted obligation for each day of delay, but not less than double the refinancing rate; and/or (iii) in the event TOT Money fails to maintain the required minimum balance in its deposit account with Alfa-Bank, then Alfa-Bank has the right to require TOT Money to pay a penalty of 0.5% of the amount by which the actual balance in such account is below the required minimum balance. The financial obligations of TOT Money under the Agreement may be accelerated in the following circumstances, among others: (i) if there is any delay in payment of any accrued interest and/or fees; (ii) if any loans under the Agreement are not repaid on the dates when due; (iii) if TOT Money fails to provide certain required information and/or documents to Alfa-Bank; (iv) if certain bankruptcy or insolvency proceedings are initiated or similar events occur; (v) if TOT Money terminates or modifies its business; (vi) if TOT Money transfers or encumbers its property without Alfa-Bank's written consent; (vii) if certain significant changes occur in TOT Money's management; (viii) if TOT Money violates the terms of the Agreement or the related pledge agreement or other ancillary agreements; (ix) if TOT Money's financial position deteriorates; and/or (x) if AO SAT & Company violates the terms of its guarantee agreement. A copy of the Credit Agreement is available for free at: http://is.gd/hUn2xf About Net Element Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.) currently operates several online media websites in the film, auto racing and emerging music talent markets. Following the 2011 results, Daszkal Bolton LLP, in Fort Lauderdale, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has experienced recurring losses and has an accumulated deficit and stockholders' deficiency at Dec. 31, 2011. The Company reported a net loss of $24.85 million in 2011, compared with a net loss of $3.10 million in 2010. The Company's balance sheet at June 30, 2012, showed $3.22 million in total assets, $7.69 million in total liabilities, and a $4.46 million total stockholders' deficit. NEW LEAF: Edward Eppel Appointed to Board of Directors ------------------------------------------------------ David N. Fuselier, Chairman and CEO of New Leaf Brands, Inc., announced that Mr. Edward "Ted" Eppel has been appointed to NLEF's Board of Directors. Mr. Eppel brings more than 35 years of broad consumer packaging experience and is the former President of the Society of Packaging and Handling Engineers. A lifetime member of the Institute of Packaging Professionals, he is a past President of the Meadowlands, New Jersey chapter. "I'm very excited to join the New Leaf team and to bring my experience in packaging and handling. I'll be able to assist New Leaf in the reduction of beverage packaging expenses. The company can be more efficient than it is, and will be," said Mr. Eppel. New Leaf CEO Fuselier said "We are pleased that Ted has accepted our request to join New Leaf's Board. His 35 year career provides our company with fresh insights and extraordinary depth in packaging." Mr. Eppel will chair New Leaf's Compensation Committee. About New Leaf Old Tappan, N.J.-based New Leaf Brands, Inc., is a diversified beverage holding company acquiring brands, distributors and manufacturers within the beverage industry. EisnerAmper LLP, in New York City, expressed substantial doubt about New Leaf's ability to continue as a going concern following the 2011 financial results. The independent auditors noted that the Company has suffered recurring losses from operations, has a working capital deficiency, was not in compliance with certain financial covenants related to debt agreements, and has a significant amount of debt maturing in 2012. The Company reported a net loss of $6.68 million on $2.27 million of net sales for 2011, compared with a net loss of $9.13 million on $4.26 million of net sales for 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.59 million in total assets, $5.52 million in total liabilities, and a shareholders' deficit of $3.93 million. NEWPAGE CORP: NY Bankr. Judge Robert Drain Named Mediator --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware appointed the Hon. Robert D. Drain, Bankruptcy Judge for the Southern District of New York, to conduct non-binding mediation concern on plan related matters in the Chapter 11 cases of NewPage Corporation, et al. The New York bankruptcy judge is being called in to mediate talks among NewPage Corp. and its creditors in a bid to come up with a consensual restructuring plan. The key parties directed to attend mediation are: (i) the Debtors; (ii) the Official Committee of Unsecured Creditors; (iii) the First Lien lenders, Second Lien Lenders and Stora Enso Oyi. The mediator will assist the parties in resolving certain issues and impediments relating to the formulation and confirmation of a chapter 11 plan. About NewPage Corp Headquartered in Miamisburg, Ohio, NewPage Corporation was the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended Dec. 31, 2010. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. NewPage Group, NewPage Holding, NewPage, and certain of their U.S. subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del. Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011. Its subsidiary, Consolidated Water Power Company, is not a part of the Chapter 11 proceedings. Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage Port Hawkesbury Corp., brought a motion before the Supreme Court of Nova Scotia to commence proceedings to seek creditor protection under the Companies' Creditors Arrangement Act of Canada. NPPH is under the jurisdiction of the Canadian court and the court- appointed Monitor, Ernst & Young in the CCAA Proceedings. Initial orders were issued by the Supreme Court of Nova Scotia on Sept. 9, 2011 commencing the CCAA Proceedings and approving a settlement and transition agreement transferring certain current assets to NewPage against a settlement payment of $25 million and in exchange for being relieved of all liability associated with NPPH. On Sept. 16, 2011, production ceased at NPPH. NewPage originally engaged Dewey & LeBoeuf LLP as general bankruptcy counsel. In May 2012, Dewey dissolved and commenced its own Chapter 11 case. Dewey's restructuring group led by Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., moved to Proskauer Rose LLP. In June, NewPage sought to hire Proskauer as replacement counsel. NewPage is also represented by Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. In its balance sheet, NewPage disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. The Official Committee of Unsecured Creditors selected Paul Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt & Taylor, LLP to act as its Delaware and conflicts counsel. NEWPAGE CORP: To File Plan Disclosures by Aug. 31 ------------------------------------------------- NewPage Corporation, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend until Aug. 31, 2012, their time to file a disclosure statement explaining the proposed chapter 11 plan. The current exclusive period to file a Plan and solicit acceptances for the proposed plan is set to expire on Sept. 4, and Oct. 31, respectively. The Debtors related that they had filed their plan, and the request for disclosure statement filing extension will be for the amendment of the plan, if any. As reported in the Troubled Company Reporter on Aug. 16, 2012, the Chapter 11 Plan consists of 12 separate Chapter 11 Plans - one Plan for each of the Debtors that will emerge as a reorganized entity. This Plan does not substantively consolidate any Estates. According to a Bloomberg report, no creditor group is yet supporting the plan, according to a court filing. The plan proposes a settlement to resolve claims where the unsecured creditors committee says there are grounds for challenging the validity of liens held by first-lien lenders. The Bloomberg report notes NewPage has consistently said unsecured creditors are "hopelessly out of the money" and there is no theory under which success in a suit would bring them a dividend under a Chapter 11 plan. The Bloomberg report relates that if first-lien lenders don't accept the settlement contained in the plan, all of the new stock will go to the lenders and no other creditor classes will receive anything. In that event, other creditors will be put to the task of opposing approval of the plan at a confirmation hearing where the committee could attempt to establish the invalidity of the lenders' liens. If the senior lenders accept the settlement contained in the plan, unsecured creditors would divide $1.3 million plus any recoveries by a litigation trust. According to the report, second-lien lender would receive $2 million cash in the settlement, while holders of subordinated unsecured notes would take home $500,000 cash. The second-lien and subordinated creditors would also share in litigation trust recoveries. Assuming senior lenders go along with the settlement, trade suppliers would receive 15 percent in cash spread over two years. About NewPage Corp Headquartered in Miamisburg, Ohio, NewPage Corporation was the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended Dec. 31, 2010. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. NewPage Group, NewPage Holding, NewPage, and certain of their U.S. subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del. Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011. Its subsidiary, Consolidated Water Power Company, is not a part of the Chapter 11 proceedings. Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage Port Hawkesbury Corp., brought a motion before the Supreme Court of Nova Scotia to commence proceedings to seek creditor protection under the Companies' Creditors Arrangement Act of Canada. NPPH is under the jurisdiction of the Canadian court and the court- appointed Monitor, Ernst & Young in the CCAA Proceedings. Initial orders were issued by the Supreme Court of Nova Scotia on Sept. 9, 2011 commencing the CCAA Proceedings and approving a settlement and transition agreement transferring certain current assets to NewPage against a settlement payment of $25 million and in exchange for being relieved of all liability associated with NPPH. On Sept. 16, 2011, production ceased at NPPH. NewPage originally engaged Dewey & LeBoeuf LLP as general bankruptcy counsel. In May 2012, Dewey dissolved and commenced its own Chapter 11 case. Dewey's restructuring group led by Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., moved to Proskauer Rose LLP. In June, NewPage sought to hire Proskauer as replacement counsel. NewPage is also represented by Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. In its balance sheet, NewPage disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. The Official Committee of Unsecured Creditors selected Paul Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt & Taylor, LLP to act as its Delaware and conflicts counsel. NEXSTAR BROADCASTING: To Sell Net Assets of KBTV for $14 Million ---------------------------------------------------------------- Nexstar Broadcasting, Inc., a wholly-owned indirect subsidiary of Nexstar Broadcasting Group, Inc., has entered into a definitive agreement to sell the net assets of KBTV, its FOX and Bounce TV affiliate in Beaumont-Port Arthur, TX, to Deerfield Media (Port Arthur), Inc., for $14.0 million, subject to certain prorated working capital adjustments. The accounting for the transaction has not yet been determined, but Nexstar Broadcasting anticipates the recognition of a gain on the sale. Completion of the sale is subject to approval by regulatory authorities and other customary conditions, and Nexstar Broadcasting expects the sale to close prior to the end of 2012. Proceeds of the sale will be used to repay debt obligations and for general corporate purposes. About Nexstar Broadcasting Group Irving, Texas-based Nexstar Broadcasting Group Inc. currently owns, operates, programs or provides sales and other services to 62 television stations in 34 markets in the states of Illinois, Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania, Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and Florida. Nexstar's television station group includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches approximately 13 million viewers or approximately 11.5% of all U.S. television households. The Company reported a net loss of $11.89 million in 2011, a net loss of $1.81 million in 2010, and a net loss of $12.61 million in 2009. The Company's balance sheet at June 30, 2012, showed $566.34 million in total assets, $736.93 million in total liabilities and a $170.58 million total stockholders' deficit. * * * As reported by the Troubled Company Reporter on Aug. 30, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Nexstar Broadcasting Group to 'B' from 'B-'. The rating outlook is stable. "The 'B' corporate credit rating reflects S&P's expectation that Nexstar's core ad revenue will continue growing modestly in 2010 and 2011," said Standard & Poor's credit analyst Deborah Kinzer. The EBITDA growth resulting from the rebound in core advertising, combined with political ad revenue from the 2010 midterm elections, should, in S&P's view, enable Nexstar to reduce its leverage significantly by the end of the year. NEXTWAVE WIRELESS: Polygon Management Discloses 10% Equity Stake ---------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Polygon Management Ltd. and its affiliates dsiclosed that, as of Aug. 16, 2012, they beneficially own 2,500,000 shares of common stock of NextWave Wireless Inc. representing 10% of the shares outstanding. Polygon Management previously reported beneficial ownership of 3,180,052 common shares or a 12.4% equity stake as of Aug. 1, 2012. A copy of the amended filing is available for free at: http://is.gd/uHsOkh About Nextwave Wireless NextWave Wireless Inc. (PINK: WAVE) is a holding company for holding company for a significant wireless spectrum portfolio. Its continuing operations are focused on the management of ikts wireless spectrum interests. Total domestic spectrum holdings consist of approximately 3.9 billion MHz POPs. Its international spectrum included in continuing operations include 2.3 GHz licenses in Canada with 15 million POPs covered by 30 MHz of spectrum. In its report on the Company's annual report for year ended Dec. 31, 2011, Ernst & Young, said, "The Company has incurred recurring operating losses and has a working capital deficiency, primarily comprised of the current portion of long term obligations of $142.0 million at December 31, 2011, that is associated with the maturity dates of its debt. The Company currently does not have the ability to repay this debt at maturity. These conditions raise substantial doubt about the Company's ability to continue as a going concern." The Company's balance sheet at June 30, 2012, showed $451.16 million in total assets, $1.20 billion in total liabilities and a $754.57 million total stockholders' deficit. Bankruptcy Warning As of June 30, 2012, the aggregate principal amount of the Company's secured indebtedness was $1,103.1 million. This amount includes the Company's Senior Notes with an aggregate principal amount of $148.1 million, the Company's Second Lien Notes with an aggregate principal amount of $207.9 million and the Company's Third Lien Notes with an aggregate principal amount of $747.1 million. The Company's current cash reserves are not sufficient to meet its payment obligations under its secured notes at their current maturity dates. Additionally, the Company may not be able to consummate sales of the Company's wireless spectrum assets yielding sufficient proceeds to retire this indebtedness at the current scheduled maturity dates. If the Company is unable to further extend the maturity of its secured notes, or identify and successfully implement alternative financing to repay its secured notes, the holders of the Company's Notes could proceed against the assets pledged to collateralize these obligations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Insufficient capital to repay the Company's debt at maturity would significantly restrict the Company's ability to operate and could cause the Company to seek relief through a filing in the United States Bankruptcy Court. NEXTWAVE WIRELESS: Avenue Capital Discloses 16.7% Equity Stake -------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Avenue Capital Management II, L.P., and its affiliates disclosed that, as of Aug. 17, 2012, they beneficially own 4,178,148 shares of common stock of Nextwave Wireless Inc. representing 16.7% of the shares outstanding. Avenue Capital previously reported beneficial ownership of 6,899,083 common shares or a 24.9% equity stake as of Aug. 1, 2012. A copy of the amended filing is available for free at: http://is.gd/JHNa5h About Nextwave Wireless NextWave Wireless Inc. (PINK: WAVE) is a holding company for holding company for a significant wireless spectrum portfolio. Its continuing operations are focused on the management of ikts wireless spectrum interests. Total domestic spectrum holdings consist of approximately 3.9 billion MHz POPs. Its international spectrum included in continuing operations include 2.3 GHz licenses in Canada with 15 million POPs covered by 30 MHz of spectrum. In its report on the Company's annual report for year ended Dec. 31, 2011, Ernst & Young, said, "The Company has incurred recurring operating losses and has a working capital deficiency, primarily comprised of the current portion of long term obligations of $142.0 million at December 31, 2011, that is associated with the maturity dates of its debt. The Company currently does not have the ability to repay this debt at maturity. These conditions raise substantial doubt about the Company's ability to continue as a going concern." The Company's balance sheet at June 30, 2012, showed $451.16 million in total assets, $1.20 billion in total liabilities and a $754.57 million total stockholders' deficit. Bankruptcy Warning As of June 30, 2012, the aggregate principal amount of the Company's secured indebtedness was $1,103.1 million. This amount includes the Company's Senior Notes with an aggregate principal amount of $148.1 million, the Company's Second Lien Notes with an aggregate principal amount of $207.9 million and the Company's Third Lien Notes with an aggregate principal amount of $747.1 million. The Company's current cash reserves are not sufficient to meet its payment obligations under its secured notes at their current maturity dates. Additionally, the Company may not be able to consummate sales of the Company's wireless spectrum assets yielding sufficient proceeds to retire this indebtedness at the current scheduled maturity dates. If the Company is unable to further extend the maturity of its secured notes, or identify and successfully implement alternative financing to repay its secured notes, the holders of the Company's Notes could proceed against the assets pledged to collateralize these obligations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Insufficient capital to repay the Company's debt at maturity would significantly restrict the Company's ability to operate and could cause the Company to seek relief through a filing in the United States Bankruptcy Court. NEXTWAVE WIRELESS: Agrees to Amend Senior Secured Notes ------------------------------------------------------- NextWave Wireless Inc., NextWave Wireless LLC and NextWave Holdco LLC, each a wholly owned subsidiary of the Company, entered into various agreements pursuant to which: * NextWave LLC amended and restated its Senior Secured Notes due 2012 in the aggregate principal amount of $148,928,308 with accrued and unpaid interest through Aug. 15, 2012, of $1,861,603; * NextWave LLC amended and restated its Senior-Subordinated Secured Second Lien Notes due 2013 in the aggregate principal amount of $207,977,581 with accrued and unpaid interest through Aug. 15, 2012, of $3,899,579; * the Company amended and restated its Third Lien Subordinated Secured Notes due 2013 by splitting those notes into two series, including its Parent Third Lien Subordinated Secured Notes due 2013 in the aggregate principal amount of $318,627,451 with accrued and unpaid interest through Aug. 15, 2012, of $6,372,549, and the Spinco Third Lien Subordinated Secured Notes due 2013 issued by NextWave Holdco in an aggregate principal amount of $428,321,090 with accrued and unpaid interest through Aug. 15, 2012, of $8,566,422. The Company previously entered into an Agreement and Plan of Merger, dated Aug. 1, 2012, with AT&T Inc., and Rodeo Acquisition Sub Inc., that provides for the acquisition of the Company by AT&T by means of a merger of Merger Sub with and into the Company. As a result of the Merger, the Company will become a wholly owned subsidiary of AT&T. As required pursuant to the Merger Agreement, on Aug. 8, 2012, the Company formed NextWave Holdco which will assume all assets and liabilities of the Company and its subsidiaries not relating solely to the WCS and AWS wireless spectrum licenses to be acquired by AT&T. Call Option/Note Redemption Agreement On Aug. 16, 2012, NextWave LLC and NextWave Holdco entered into the Call Option/Note Redemption Agreement with Wilmington Trust, National Association and the holders of the NextWave Holdco Notes. Under the Call Option Agreement, immediately prior to the closing of this Merger, all of the NextWave Holdco Notes will be automatically redeemed pursuant to and in accordance with the Amended and Restated Spinco Third Lien Subordinated Exchange Agreement, dated as of Aug. 16, 2012, by and among NextWave Holdco, NextWave LLC, AWS Wireless Inc., NextWave Broadband Inc., NW Spectrum Co. and NextWave Metropolitan, Inc., certain other guarantors name therein, certain purchasers named therein, and Wilmington Trust, National Association for all of the limited liability company interests of NextWave Holdco. In addition, under the Call Option Agreement, if the Merger Agreement is terminated and the holders of the NextWave Holdco Notes elect to pay $25,000,000, which payment will be for the benefit of the Company's stockholders, then the NextWave Holdco Notes will be redeemed pursuant to and in accordance with the Amended and Restated Spinco Exchange Agreement for all of the limited liability company interests of NextWave Holdco. A copy of the Form 8-K filing is available for free at: http://is.gd/a4cIsX About Nextwave Wireless NextWave Wireless Inc. (PINK: WAVE) is a holding company for holding company for a significant wireless spectrum portfolio. Its continuing operations are focused on the management of ikts wireless spectrum interests. Total domestic spectrum holdings consist of approximately 3.9 billion MHz POPs. Its international spectrum included in continuing operations include 2.3 GHz licenses in Canada with 15 million POPs covered by 30 MHz of spectrum. In its report on the Company's annual report for year ended Dec. 31, 2011, Ernst & Young, said, "The Company has incurred recurring operating losses and has a working capital deficiency, primarily comprised of the current portion of long term obligations of $142.0 million at December 31, 2011, that is associated with the maturity dates of its debt. The Company currently does not have the ability to repay this debt at maturity. These conditions raise substantial doubt about the Company's ability to continue as a going concern." The Company's balance sheet at June 30, 2012, showed $451.16 million in total assets, $1.20 billion in total liabilities and a $754.57 million total stockholders' deficit. Bankruptcy Warning As of June 30, 2012, the aggregate principal amount of the Company's secured indebtedness was $1,103.1 million. This amount includes the Company's Senior Notes with an aggregate principal amount of $148.1 million, the Company's Second Lien Notes with an aggregate principal amount of $207.9 million and the Company's Third Lien Notes with an aggregate principal amount of $747.1 million. The Company's current cash reserves are not sufficient to meet its payment obligations under its secured notes at their current maturity dates. Additionally, the Company may not be able to consummate sales of the Company's wireless spectrum assets yielding sufficient proceeds to retire this indebtedness at the current scheduled maturity dates. If the Company is unable to further extend the maturity of its secured notes, or identify and successfully implement alternative financing to repay its secured notes, the holders of the Company's Notes could proceed against the assets pledged to collateralize these obligations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Insufficient capital to repay the Company's debt at maturity would significantly restrict the Company's ability to operate and could cause the Company to seek relief through a filing in the United States Bankruptcy Court. NEXTWAVE WIRELESS: Douglas Manchester Discloses 5.2% Equity Stake ----------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Douglas F. Manchester and his affiliates disclosed that, as of Aug. 1, 2012, they beneficially own 1,359,485 shares of common stock of NextWave Wireless Inc. representing 5.2% of the shares outstanding. A copy of the filing is available for free at http://is.gd/MwtpCe About Nextwave Wireless NextWave Wireless Inc. (PINK: WAVE) is a holding company for holding company for a significant wireless spectrum portfolio. Its continuing operations are focused on the management of ikts wireless spectrum interests. Total domestic spectrum holdings consist of approximately 3.9 billion MHz POPs. Its international spectrum included in continuing operations include 2.3 GHz licenses in Canada with 15 million POPs covered by 30 MHz of spectrum. In its report on the Company's annual report for year ended Dec. 31, 2011, Ernst & Young, said, "The Company has incurred recurring operating losses and has a working capital deficiency, primarily comprised of the current portion of long term obligations of $142.0 million at December 31, 2011, that is associated with the maturity dates of its debt. The Company currently does not have the ability to repay this debt at maturity. These conditions raise substantial doubt about the Company's ability to continue as a going concern." The Company's balance sheet at June 30, 2012, showed $451.16 million in total assets, $1.20 billion in total liabilities and a $754.57 million total stockholders' deficit. Bankruptcy Warning As of June 30, 2012, the aggregate principal amount of the Company's secured indebtedness was $1,103.1 million. This amount includes the Company's Senior Notes with an aggregate principal amount of $148.1 million, the Company's Second Lien Notes with an aggregate principal amount of $207.9 million and the Company's Third Lien Notes with an aggregate principal amount of $747.1 million. The Company's current cash reserves are not sufficient to meet its payment obligations under its secured notes at their current maturity dates. Additionally, the Company may not be able to consummate sales of the Company's wireless spectrum assets yielding sufficient proceeds to retire this indebtedness at the current scheduled maturity dates. If the Company is unable to further extend the maturity of its secured notes, or identify and successfully implement alternative financing to repay its secured notes, the holders of the Company's Notes could proceed against the assets pledged to collateralize these obligations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Insufficient capital to repay the Company's debt at maturity would significantly restrict the Company's ability to operate and could cause the Company to seek relief through a filing in the United States Bankruptcy Court. NORTHSTAR AEROSPACE: Christopher Picone OK'd as Wind Down Officer ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Northstar Aerospace (USA) Inc., et al., to appoint Christopher L. Picone Of Picone Advisory Group, LLC as the wind down officer and director effective as of the closing date of the sale of substantially all of the Debtors' assets. Mr. Picone is expected to act as an independent fiduciary on behalf of the Debtors during the wind down of the Debtors' affairs from and after the closing of the pending sale of assets. The Debtors will pay Mr. Picone on an hourly basis and reimburse Mr. Picone for reasonable and necessary out-of-pocket expenses incurred during the engagement, subject to a total fee cap of $35,000. The Debtors will also provide Mr. Picone with a $10,000 retainer. To the best of the Debtors' knowledge, Mr. Picone does not hold or represent any interest adverse to the Debtors or their estates. About Northstar Aerospace Chicago, Illinois-based Northstar Aerospace -- http://www.nsaero.com/-- is an independent manufacturer of flight critical gears and transmissions. With operating subsidiaries in the United States and Canada, Northstar produces helicopter gears and transmissions, accessory gearbox assemblies, rotorcraft drive systems and other machined and fabricated parts. It also provides maintenance, repair and overhaul of components and transmissions. Its plants are located in Chicago, Illinois; Phoenix, Arizona and Milton and Windsor, Ontario. Northstar employs over 700 people across its operations. Northstar Aerospace, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington, Delaware, on June 14, 2012, to sell its business to affiliates of Wynnchurch Capital, Ltd., absent higher and better offers. Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel to the Debtors. The Debtors have obtained approval to hire Logan & Co. Inc. as the claims and notice agent. Certain Canadian affiliates are also seeking protection pursuant to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36, as amended. As of March 31, 2012, Northstar disclosed total assets of $165.1 million and total liabilities of $147.1 million. Approximately 60% of the assets and business are with the U.S. debtors. Northstar Aerospace USA Inc. and its Canadian parent won court approval on Tuesday to sell their assets to Illinois-based private equity firm Wynnchurch Capital Ltd. for $70 million. No creditors' committee has been appointed in these cases. No trustee or examiner has been appointed. NORTHSTAR AEROSPACE: Wants to Hire Grant Thornton as Tax Advisors ----------------------------------------------------------------- Northstar Aerospace (USA) Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for authorization to employ to Grant Thornton LLP as tax advisors. Grant Thornton, will render, among other things: a. services in connection with Federal and State income tax filings; b. tax consulting to support income tax filings, including, but not limited to, UNICAP calculations, DPAD calculations, and estimate and extension calculations; and c. services in connection with international transfer pricing documentation and studies for requested tax years. Pursuant to an engagement letter, dated as of Aug. 10, 2012, the firm will bill the Debtor according to these rates: Standard Classification Hourly Rates -------------- ------------ Partner/Principal $600 - $700 Managing Director $550 - $600 Senior Manager $500 - $575 Manager $400 - $525 Senior Associate $300 - $440 Associate $245 - $280 Paraprofessional $170 To the best of the Debtor's knowledge, Grant Thornton is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Northstar Aerospace Chicago, Illinois-based Northstar Aerospace -- http://www.nsaero.com/-- is an independent manufacturer of flight critical gears and transmissions. With operating subsidiaries in the United States and Canada, Northstar produces helicopter gears and transmissions, accessory gearbox assemblies, rotorcraft drive systems and other machined and fabricated parts. It also provides maintenance, repair and overhaul of components and transmissions. Its plants are located in Chicago, Illinois; Phoenix, Arizona and Milton and Windsor, Ontario. Northstar employs over 700 people across its operations. Northstar Aerospace, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington, Delaware, on June 14, 2012, to sell its business to affiliates of Wynnchurch Capital, Ltd., absent higher and better offers. Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel to the Debtors. The Debtors have obtained approval to hire Logan & Co. Inc. as the claims and notice agent. Certain Canadian affiliates are also seeking protection pursuant to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36, as amended. As of March 31, 2012, Northstar disclosed total assets of $165.1 million and total liabilities of $147.1 million. Approximately 60% of the assets and business are with the U.S. debtors. Northstar Aerospace USA Inc. and its Canadian parent won court approval on Tuesday to sell their assets to Illinois-based private equity firm Wynnchurch Capital Ltd. for $70 million. No creditors' committee has been appointed in these cases. No trustee or examiner has been appointed. OVERLAND PARK: Moodys Lowers Ratings on $43.7MM Bonds to 'Ba1' -------------------------------------------------------------- Moody's Investors Service has downgraded to Ba1 from Baa3 the underlying ratings on the Overland Park Development Corporation's $43.7 million First Tier Refunding Revenue Bonds, Series 2007A (Overland Park Convention Center Hotel) and $66.2 million Second Tier Refunding Revenue Bonds, Series 2007B (Overland Park Convention Center Hotel). At this time Moody's has revised the rating outlook to stable and concluded the review for possible downgrade. Ratings Rationale The downgrade to Ba1 reflects the volatile performance of the hotel revenues combined with the inadequacy of the citywide hotel tax revenues to fully support the debt service. Lower than expected net operating revenues of the hotel weakened the financial metrics and increased the dependence on the City of Overland Park's Transient Guest Tax. The stable outlook is based on the assumption that the declines in performance had reached bottom in 2010 and the operational and financial performance will continue to recover going forward. Outlook The stable outlook is predicated upon expectations regarding improvements to both the net operation revenue of the hotel and the TGT available revenues. What could change the rating--UP Material and sustained increases in occupancy, ADRs, and net cash flow could put upward pressure on the rating. What could change the rating--DOWN Further declines in occupancy and ADRs or a significant deviation from forecasts could put downward pressure on the rating. Strengths * Both series of bonds are additionally secured by a pledge of TGT revenues * The Overland Park Development Corporation-owned hotel is located in Overland Park (Aaa GO rating), a wealthy suburb of Kansas City, and benefits from nearby offices, which attract transient business travelers, and the Overland Park convention center, which is attached to the hotel and generates group room nights * Strong management agreement with Sheraton extends through 2022 and requires annual deposits for a maintenance reserve equal to 6% of gross revenues, slightly above comparable properties Challenges * Current nationwide economic trends have depressed the hotel's operating performance since 2008 with slight improvement in 2011 * The hotel's demand drivers - which include corporate offices in Overland Park and the convention center - are limited compared to hotels in larger, more urban areas with a greater diversity of economic activity * The convention center competes with a similar facility located in nearby Kansas City, Missouri * Revenues from convention center hotels are generally economically sensitive and downturns in the general economy can depress occupancy and room rates The principal methodology used in this rating was Generic Project Finance Methodology published in December 2010. PARK LANE I: Files to Regain Control of Cliffs at Ricky Ridge ------------------------------------------------------------- Park Lane I LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-13624) in Manhattan on Aug. 23, 2012. The Debtor owns real estate located at the Cliffs at Ricky Ridge (3325 Ridge Manor Drive and 3239 Westbrook Drive, Birmingham, Alabama) and Overlook at Homewood (915 Valley Ridge Drive, Birmingham). The Debtor estimated assets of less than $50,000 and debts of up to $500 million as of the Chapter 11 filing. The property is subject to a foreclosure action pending in the Circuit Court of Jefferson County, Alabama. GlassRatner Management & Realty Advisors LLC was appointed as the receiver for the property and currently manages the property. According to Bruno de Vinck, manager, the Debtor believes it is in its best interest to seek property under Chapter 11 of the Bankruptcy Code as it will provide the Debtor an opportunity to reorganize and address any other known and unknown creditor issues. Mr. de Vinck said in a court filing that that concurrently with the bankruptcy filing, the Debtor is demanding from the receiver immediate turnover of (i) the complete list of all the Debtor's creditors, and (i) all financial information relating to the Debtor's operations over the past six months, in order to assist the Debtor in formulating its going-forward budget and cash flow projections. The Debtor is represented by Edward E. Neiger, Esq., at Neiger LLP, in New York, in the Chapter 11 case. TCR's records indicate athat Park Lane I LLC, along with affiliates, previously sought Chapter 11 protection on April 28, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-12635). Howard Greenberg, Esq., at Ravin Greenberg, LLC, represented the Debtors at that time. PEACHWOOD INVESTMENTS: Case Summary & Unsecured Creditor -------------------------------------------------------- Debtor: Peachwood Investments LLC 1366 91st Ave NE Clyde Hill, WA 98004 Bankruptcy Case No.: 12-18768 Chapter 11 Petition Date: August 24, 2012 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Timothy W. Dore Debtor's Counsel: Jeffrey B. Wells, Esq. 500 Union St Ste 502 Seattle, WA 98101 Tel: (206) 624-0088 E-mail: paralegal@jeffwellslaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Belcher Swanson Law Firm $200,000 900 Dupont Bellingham, WA 98225 The petition was signed by Derek Stebner, managing member. PEGASUS RURAL: Access to Cash Collateral Expires Aug. 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware, in a final order, in March authorized Pegasus Rural Broadband, LLC, et al., to: -- obtain secured postpetition financing in the aggregate of $3,000,000 from Xanadoo Company; and -- use cash collateral until Aug. 31, 2012. The material provisions of the DIP Facility Agreement, includes: Borrowers: Pegasus Rural Broadband, LLC; Pegasus Guard Band, LLC; Xanadoo Spectrum, LLC; Xanadoo Holdings, Inc.; Xanadoo, LLC. Lender: Xanadoo Company. Interest Rate: 12.5% Maturity Date: Dec. 11, 2012 or upon termination by default if no third-party final DIP financing is procured. Liens on Collateral: Postpetition Liens in the DIP Collateral and a DIP Superpriority Claim, junior and subordinate in all rights and respects to the Prepetition Indebtedness owed to the Prepetition Secured Parties, by authorizing the Borrowers to use cash collateral and grant adequate protection to the Prepetition Senior Secured Lenders and (b) incur post-petition secured indebtedness. Carve-Out: in the amount of $721,000 to satisfy the Final Approved Budget. A copy of the terms of the DIP facility is available for free at http://bankrupt.com/misc/PEGASUSRURAL_dipfinancing.pdf 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. The Court denied a motion by the secured noteholders to dismiss the Chapter 11 case and appoint a Chapter 11 trustee. The companies filed a proposed reorganization plan in February predicting sale of licenses in the 700 megahertz spectrum would pay all secured and unsecured creditors in full, with interest. In a separate filing, the companies said the assets will be turned over to secured lenders if there is neither a lender nor a buyer to finance a plan. The plan will be funded either by a new loan or by selling the business and the assets. POWERWAVE TECHNOLOGIES: Amends License Agreement with Tatfook ------------------------------------------------------------- On May 23, 2012, Filtronic (Suzhou) Telecommunications Products Co., Ltd., a subsidiary of Powerwave Technologies, Inc., completed the sale of certain fixed assets and inventory associated with Powerwave's manufacturing facility in Suzhou, China to Shenzhen Tatfook Technology Co., Ltd. In connection with this sale, Powerwave and Tatfook entered into a License and Manufacturing Agreement, pursuant to which Powerwave licensed Tatfook the right to (i) manufacture certain Powerwave antenna and tower-mounted amplifier products and (ii) exclusively sell those antenna and tower-mounted amplifier products in China. As consideration for the license, Tatfook agreed to pay Powerwave an up-front fee of $5,000,000 and ongoing royalties on sales of the Licensed Products in China. The License Fee and royalties are subject to approval of the Chinese foreign exchange and tax authorities. In response to comments received by the Chinese tax authorities in their review of the License Agreement, on Aug. 16, 2012, Powerwave and Tatfook amended the License Agreement to provide that if Tatfook terminates the License Agreement because of a default by Powerwave, Powerwave will refund the prorated unearned portion of the License Fee, on an after-tax basis, calculated on a straight line basis over the 7-year term of the License Agreement. The Amendment also clarifies, amongst other items, that Tatfook does not owe royalties to Powerwave on sales of the licensed products directly to Powerwave. A copy of the amendment is available for free at: http://is.gd/Z6Pfky About Powerwave Technologies Powerwave Technologies, Inc., headquartered in Santa Ana, Calif., is a global supplier of end-to-end wireless solutions for wireless communications networks. The Company has historically sold the majority of its product solutions to the commercial wireless infrastructure industry. The Company's balance sheet at July 1, 2012, showed $232.55 million in total assets, $363.67 million in total liabilities, and a shareholders' deficit of $131.12 million. According to the quarterly report for the period ended July 1, 2012, the Company has experienced significant recurring net losses and operating cash flow deficits for the past four quarters. The Company's ability to continue as a going concern is dependent on many factors, including among others, its ability to raise additional funding, and its ability to successfully restructure operations to lower manufacturing costs and reduce operating expenses. RADIENT PHARMACEUTICALS: Amends License Agreement with GCDx ----------------------------------------------------------- On July 17, 2012, Radient Pharmaceuticals Corporation or "RXPC" filed a Form 8-K to disclose a license agreement it entered into with Global Cancer Diagnostics, Inc., in order to commercialize certain of its intellectual property in the form of a Lung Cancer test. Pursuant to the Agreement, GCDx will pay an upfront license fee of $200,000 and all costs related to patent and FDA filings. On Aug. 23, 2012, the Company agreed to amend Section 3.1 of the Agreement regarding license fee and replace it with the following: "GCDx will pay a License Fee of Two Hundred Fifty Thousand Dollars ($250,000) to RXPC immediately upon receipt of funds from the first closing of its current financing for approximately Two Million Dollars ($2,000,000), which is currently anticipated to close on September 4, 2012 or no later than September 15, 2012." A copy of the amendment is available for free at: http://is.gd/RSj4Kx About Radient Pharmaceuticals Tustin, Calif.-based Radient Pharmaceuticals Corporation is engaged in the research, development, manufacturing, sale and marketing of its Onko-Sure(R) test kit, which is a proprietary in- vitro diagnostic (or IVD) cancer test. The Company markets its Onko-Sure(R) test kits in the United States, Canada, Chile, Europe, India, Korea, Japan, Taiwan, Vietnam and other markets throughout the world. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, KMJ Corbin & Company LLP, in Costa Mesa, California, expressed substantial doubt about Radient's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses, had negative cash flows from operations in 2011 and 2010, and has a working capital deficit of approximately $49.8 million at Dec. 31, 2011. The Company reported a net loss of $86.19 million in 2011, compared with a net loss of $85.71 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.18 million in total assets, $50.87 million in total current liabilities, and a stockholders' deficit of $49.69 million. Bankruptcy Warning "The committee of our three independent directors continues to assess whether the Company has any other options to remain in business. Due to the shortage of working capital, we were unable to pay premiums associated with our Directors and Officers insurance. As a consequence, on June 25, 2012, we were informed by two members of our Board of Directors of their resignation. As a result, we have only one independent Director serving on our Board at this time. Although our remaining sales team continues to work towards completing pending and future sales of our Onko- Sure test kit, if these sales are not completed and we do not otherwise raise additional funds in the immediate future, it is likely that we will be forced to cease all operations and might seek protection from our creditors under the United States bankruptcy laws," the Company said in its annual report for the year ended Dec. 31, 2011. RCN TELECOM: Credit Repricing No Impact on Moody's 'B1' CFR ----------------------------------------------------------- Moody's Invstors Service said that RCN Telecom Services, LLC (RCN) announced a repricing of its existing credit facility, comprised of a $40 million first lien revolving credit (undrawn) and approximately $632 million outstanding first lien term loan. The transaction reduces the average annual interest rate by approximately 1.25%, with no change to maturity or total debt. Moody's considers the transaction credit positive for RCN since the lower interest rate should boost free cash flow, given annual interest expense savings estimated at approximately $7.3 million. However, this modest improvement does not warrant a change to the B1 corporate family rating. The transaction does not impact RCN's leverage of approximately 4.2 times debt-to-EBITDA for the trailing twelve months ended June 30, and Moody's expects the interest expense savings to offset upfront fees paid for the amendment within the first year. Based in Princeton, New Jersey, RCN Telecom Services, LLC (RCN) provides bundled cable, high-speed Internet and voice services to residential and small-medium business customers primarily located in high-density Northeast (Washington, D.C.; Philadelphia and Lehigh Valley, PA; New York City; Boston) and Chicago markets. The company serves approximately 329 thousand video, 329 thousand high speed data, and 191 thousand voice customers, and its annual revenue is approximately $556 million. ABRY Partners, LLC owns approximately two-thirds of the company, Spectrum Equity owns approximately 20%, and management and other equity investors own the remainder. RENASCENT INC: Chapter 11 Case Reinstated ----------------------------------------- Renascent Inc. in June obtained a Court order reinstating its Chapter 11 case. Renascent had filed a motion asking the Bankruptcy Court to vacate a May 25, 2012 order closing its Chapter 11 case or in the alternative, reopen the Chapter 11 case. In reinstating the bankruptcy case, the Court cited a pending adversary proceeding, Case No. 11-00045, involving the Debtor. The Defendant had moved the Court to withdraw the reference to have the Adversary Proceeding and transfer the case in Federal District Court. The Debtor's co-counsel John Amsden consented to the motion to withdraw reference. On that basis, according to the court ruling, it was understood the reference would be withdrawn; a Motion for Entry of Final Decree was filed on May 25. Subsequently, an Order denying the Motion to Withdraw the Reference was issued on May 31 by the District Court, sending the adversary dispute back to the Bankruptcy Court. On June 1, 2012, the Bankruptcy Court set a Pre-Trial Scheduling Conference in the adversary proceeding. About Renascent Inc. Victor, Montana-based Renascent, Inc., filed for Chapter 11 protection (Bankr. D. Mont. Case No. 10-62358) on Sept. 29, 2010. At the time of the filing, the Debtor owned two large tracts of property in Ravalli County, Montana. This property was sold in two sales for $2.5 million on July 14, 2001. The Debtor also owned a 170-acre parcel of land consisting of two tracts of contiguous land near Stevensville, Montana (83 Bell Crossing and 81 Bell Crossing). Jon R. Binney, Esq., at Binney Law Firm, P.C., in Missoula, Montana, represents the Debtor. David Markette, Esq., and Dustin Chouinard, at Markette & Chouinard, serve as the Debtor's special counsel. There was no official committee appointed in the Debtor's case. The Company disclosed $13,131,199 in assets and $7,278,420 in liabilities as of the Chapter 11 filing. In a court-approved stipulation, Renascent, Inc. and the Office of the United States Trustee agreed to appoint Ross P. Richardson as special litigation master. REPWEST INSURANCE: A.M. Best Affirms 'B' Financial Strength Rating ------------------------------------------------------------------ A.M. Best Co. has removed from under review with negative implications and affirmed the financial strength rating of B (Fair) and issuer credit rating of "bb+" of Repwest Insurance Company (Repwest) (Phoenix, AZ). The outlook assigned to both ratings is stable. Repwest is a wholly owned subsidiary of AMERCO [NASDAQ: UHAL], a publicly-traded holding company. AMERCO also is the parent of U-Haul International, Inc. (U-Haul), North America's leading "do-it-yourself" moving and storage operator. The ratings of Repwest were downgraded and placed under review with negative implications on February 14, 2012, following disclosure of a substantial reserve strengthening that occurred in the fourth quarter of 2011 primarily driven by excess workers' compensation business (which was discontinued in 2003). The reserve actions resulted in a notable deterioration in Repwest's operating results and a significant reduction in its policyholder surplus at December 31, 2011. Subsequent discussions between A.M. Best and Repwest's management team clarified both the change in reserving methodology that resulted in the reserve actions and the company's ongoing claims practices, which in turn resulted in the assignment of a stable outlook to the ratings. Repwest's ratings reflect the decline in risk-adjusted capitalization due to the 2011 reserve actions, its poor calendar year underwriting performance in recent years, driven by the significant adverse loss reserve development associated with its excess workers' compensation business (which was discontinued in 2003), and its high cost structure. These factors are somewhat offset by Repwest's absolute level of risk-adjusted capitalization, which, while declining, is currently sufficient to support the company's liabilities, and generally favorable accident year operating performance from 2007 through 2011, following management's decision to focus on U-Haul-related business. The stable outlook acknowledges A.M. Best's expectations that Repwest will continue to maintain its supportive level of capitalization prospectively. Positive rating actions are not expected in the near term. Factors that could lead to negative rating actions include a continued deterioration in Repwest's underwriting performance or a significant erosion of its risk-adjusted capital level. RESIDENTIAL CAPITAL: Seeks More Exclusivity Amid Examiner Probe --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Residential Capital LLC is using the pending examiner's report to justify a nine-month expansion of the exclusive right to propose a reorganization plan. According to the report, ResCap's exclusivity will expire on Sept. 9 unless there is a hearing that day to extend the deadline. The bankruptcy judge called for the appointment of an examiner, who said his report won't be completed until February. The report relates that the judge won't allow creditors to vote on a Chapter 11 plan until the examiner completes his investigation. To adjust the reorganization plan once the investigation is completed, ResCap says it's reasonable to extend exclusivity until early June. The $473.4 million of ResCap senior unsecured notes due April 2013 traded on Aug. 24 for 23.5 cents on the dollar, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The $2.1 billion in third-lien 9.625% secured notes due 2015 last traded on Aug. 21 for 100 cents on the dollar, Trace reported. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities as of March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap is selling its mortgage origination and servicing businesses and its legacy portfolio, consisting mainly of mortgage loans and other residual financial assets. At the onset of the bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC for the mortgage origination and servicing businesses, and with Ally Financial for the legacy portfolio. Together, the asset sales are expected to generate roughly $4 billion in proceeds. Following a hearing in June, the bankruptcy judge scheduled auctions for Oct. 23. A hearing to approve the sales was set for Nov. 5. Fortress Investment Group LLC will make the first bid for the mortgage-servicing business, while Berkshire Hathaway Inc. will serve as stalking-horse bidder for the remaining portfolio of mortgages. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). REVEL ENTERTAINMENT: Bank Debt Trades at 25% Off ------------------------------------------------ Participations in a syndicated loan under which Revel Entertainment Group LLC is a borrower traded in the secondary market at 74.82 cents-on-the-dollar during the week ended Friday, Aug. 24, a drop of 1.13 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 750 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 15, 2017, and carries Moody's B3 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Revel Entertainment -- www.revelresorts.com -- owns Revel, a newly opened beachfront resort that features more than 1,800 rooms with sweeping ocean views. The smoke-free resort has indoor and outdoor pools, gardens, lounges, a 32,000-square-foot spa, a collection of 14 restaurant concepts, and a casino. Revel is located on the Boardwalk at Connecticut Avenue in Atlantic City, New Jersey. RG STEEL: Court Sets Sept. 24 Set as General Claims Bar Date ------------------------------------------------------------ The U.S. Bankruptcy Court of the District of Delaware has established Sept. 24, 2012, as the deadline for any individual or entity to file proofs of claim against RG Steel LLC, et al. The Court also set Nov. 27, as the governmental unit bar date. Proofs of claim must be filed with: RG Steel Claims Processing Center c/o Kurtsman carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owns Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012, to pursue a sale of the business. The bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion as of the Chapter 11 filing. The Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. RG Steel LLC disclosed $1,293,320,461 in assets and $1,050,005,993 in liabilities as of the Chapter 11 filing. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent and provides administrative services. RG Steel LLC sold the Sparrows Point steel mill to liquidator Hilco Industrial on Aug. 7 for about $72 million, Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. An official committee of unsecured creditors has been appointed in the case. Kramer Levin Naftalis & Frankel LLP represents the Committee. Saul Ewing LLP serves as co-counsel. Huron Consulting Services LLC serves as its financial advisor. RG STEEL: Nucor Buys Wheeling Corrugating Unit for $7 Million ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that RG Steel LLC brought in another $7 million last week when the bankruptcy court approved sale of the Wheeling Corrugating division to Nucor Corp. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owns Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012, to pursue a sale of the business. The bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion as of the Chapter 11 filing. The Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. RG Steel LLC disclosed $1,293,320,461 in assets and $1,050,005,993 in liabilities as of the Chapter 11 filing. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent and provides administrative services. RG Steel LLC sold the Sparrows Point steel mill to liquidator Hilco Industrial on Aug. 7 for about $72 million, Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. An official committee of unsecured creditors has been appointed in the case. Kramer Levin Naftalis & Frankel LLP represents the Committee. Saul Ewing LLP serves as co-counsel. Huron Consulting Services LLC serves as its financial advisor. ROBERTS LAND: Plan, Dismissal Hearing Set for Sept. 6 ----------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing Sept. 6 to consider (i) confirmation of the Chapter 11 plan filed by Roberts Land & Timber Investment Corp., and (ii) a motion for relief from stay, or, alternatively, motion to dismiss the cases by Farm Credit of Florida, ACA. As reported in the Troubled Company Reporter on Oct. 4, 2011, the Debtor filed a Chapter 11 plan that provides that at the sole and exclusive option of the Debtors, which will be exercised prior to the conclusion of the confirmation hearing, the Debtors will inform the Court of their determination to invoke and implement either Plan Treatment I or Plan Treatment II of Class 4 Secured Claim of Farm Credit of Florida, ACA, as successor by merger to Farm Credit of North Florida, ACA. Farm Credit holds a first priority mortgage lien in various tracts of real property to secure an indebtedness of $11,300,819. Regardless which alternative Plan Treatment is selected by the Debtors, the Debtor and its president, Avery C. Roberts, will within reason continue to provide active management and consulting services as may be requested by Farm Credit with respect to the continued development, marketing, leasing and sale of the Woodstock Industrial Site being conveyed to Farm Credit under the Amended Plan. A copy of the Third Amended Plan is available for free at: http://bankrupt.com/misc/ROBERTSLAND_3rd_Amended_Plan.pdf The Aug. 3, 2011 edition of the TCR reported that Farm Credit asked the Court to lift the automatic stay, or alternatively, to dismiss the Debtors' cases, arguing that: i) the Debtors' cases have not been filed in good faith. Rather than litigating a foreclosure action with Farm Credit in state court, the Debtors chose to file for Chapter 11 to invoke the automatic stay; ii) the Debtors' Plan cannot be confirmed because the Plan provides Farm Credit with only a portion of its collateral in full satisfaction of its claims; iii) in addition to the "occasional and infrequent" sale of the Real Property, the Debtors' only income is approximately $8,000 per year from a hunting lease. The remainder of the Debtors' income consists of mortgage receivables pledged to Community State Bank and used to service its debt. iv) the Debtors lack sufficient income to adequately protect Farm Credit's interest in the Real Property. v) the Debtors have no equity in the Real Property and the Real Property is not necessary for an effective reorganization. About Roberts Land Roberts Land & Timber Investment Corp. filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on May 25, 2011. Andrew J. Decker, III, Esq., at The Decker Law Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor. Affiliate Union Land & TimberCorp. also sought Chapter 11 protection (Case No. 11-03853). The Debtors are real estate holding and development companies as well as holder of private mortgages. The Debtors receive income from the sale and development of real estate, management of real estate developments, mortgage receivables, cattle grazing leases and hunting leases. In its schedules, Roberts Land disclosed assets of $26.7 million with debt totaling $12.2 million, all secured. The principal properties are 1,500 acres in Baker County, Florida and 3,300 acres in Union County, Florida. In its schedules, Union Land disclosed $2,376,170 in assets and $11,945,819 in liabilities as of the petition date. ROSETTA GENOMICS: Expands Management Team and Laboratory Capacity ----------------------------------------------------------------- Rosetta Genomics Ltd. announced the completion of three executive hires and an expansion of its commercial operations in preparation for expected sales growth of its microRNA diagnostic assays, specifically its flagship product miRview mets2. The Company recently announced a co-marketing agreement with Precision Therapeutics, Inc., for miRview mets2, as well as a recent decision by Medicare to reimburse the miRview mets2 assay. "In addition to the terrific management hires we are announcing today, we have begun the process of adding sales representatives to our oncology-focused sales team and have already doubled the capacity of our laboratory operations in anticipation of an increase in demand as our miRview mets2 assay gains further market acceptance," stated Kenneth A. Berlin, President and Chief Executive Officer of Rosetta Genomics. "In addition, we have begun the process of adding to our national accounts management team to work with private payers to increase the number of covered lives for our miRview mets2 assay." "With 200,000 patients in the U.S. diagnosed with Cancers of Unknown or Uncertain Primary each year, there is a significant market opportunity for miRview mets2. Our goal is to articulate our value with this lead product and then leverage that success to advance the commercialization of other products in our portfolio," added Mr. Berlin. The following individuals recently joined or are soon expected to join the Company's management team: * As previously announced, Ron Kalfus joined Rosetta Genomics in May 2012 as Chief Financial Officer, succeeding interim CFO Tomer Assis. Previously Mr. Kalfus served as CFO and Treasurer of MabCure Inc., a publicly traded biotechnology startup company focused on early cancer detection using monoclonal antibodies. Prior to that he was with Toys "R" Us for four years where he was responsible for the company's SEC reporting and later in the financial planning department managing the Toys "R" Us division's annual budget. Mr. Kalfus previously worked in public accounting where he specialized in audits of medium-sized enterprises and public companies. He is a licensed CPA in the State of New Jersey, and holds a Masters in Accounting from Fairleigh Dickinson University and a Bachelor's degree in Finance from the University of Georgia. * Guy C. Malchi will join Rosetta Genomics on Sept. 2, 2012, in the newly created position of Executive Vice President of Corporate Development. Most recently he was with Champions Oncology, Inc., where he was General Manager, UK Diagnostic Subsidiary and Head of Pharma Business. At Champions he designed and implemented the drug pipeline strategy and business plan, and signed several licensing deals and strategic partnerships with leading biotechnology firms and academic institutions. Previously he was CEO of Optimata, Ltd., an Israeli biotechnology company that developed and marketed biosimulation predictive software. Mr. Malchi spent seven years at TEFEN Ltd., Management Consulting in London, where he was a Founding Partner and Head of European Life Science Practice. Mr. Malchi holds a B.Sc. in Industrial Engineering from Tel-Aviv University and an Executive MBA from the London Business School. Guy will focus on leading the Company's effort to leverage its microRNA platform in partnerships with pharmaceutical and biotechnology companies, as well as with medical technology and diagnostic companies. In addition he will lead efforts aimed at licensing or acquiring new opportunities. * Steve Miller joined the Company in June 2012 in the newly created position of Director of Marketing and Reimbursement. Prior to Rosetta Mr. Miller operated his own marketing and reimbursement consultancy business. Previously he spent nine years at Veridex, LLC, a Johnson & Johnson company focused on oncology medical devices and diagnostics, where he was Worldwide Product Director with responsibility for brand P&L, and the development and execution of annual marketing plans. During his last two years with Veridex, Mr. Miller also played a key leadership role in brand reimbursement efforts. Prior to that he was Worldwide Product Director for the Ortho-Clinical Diagnostics blood donor screening franchise. Mr. Miller received a higher technical diploma in Applied Biology from the North East Surrey College of Technology in the UK. Mr. Miller will focus on driving adoption of Rosetta's marketed assays as well as widening the insurance coverage for these assays. "It is with great pleasure that I welcome Ron, Guy and Steve to the Rosetta team. Their collective experience, relationships and know-how will be invaluable as we work to capitalize on our powerful and versatile microRNA platform and as we leverage our growing commercial operation to expand product sales and attract potential partnerships and collaborations," added Mr. Berlin. About Rosetta Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. In its auditors' report for the 2011 financial statements, Kost Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed substantial doubt about Rosetta Genomics' ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and generated negative cash flows from operating activities in each of the three years in the period ended Dec. 31, 2011. The Company reported a net loss after discontinued operations of $8.83 million on $103,000 of revenues for 2011, compared with a net loss after discontinued operations of $14.76 million on $279,000 of revenues for 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.04 million in total assets, $2.40 million in total liabilities, and a stockholders' deficit of $356,000. Bankruptcy Warning The Company said in its annual report for the year ended Dec. 31, 2011, "We have used substantial funds to discover, develop and protect our microRNA tests and technologies and will require substantial additional funds to continue our operations. Based on our current operations, our existing funds, including the proceeds from the January 2012 debt financing, will only be sufficient to fund operations until late May, 2012. We intend to seek funding through collaborative arrangements and public or private equity offerings and debt financings. Additional funds may not be available to us when needed on acceptable terms, or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our existing shareholders. For example, if we raise additional funds by issuing equity securities, further dilution to our then-existing shareholders may result. Debt financing, if available, may involve restrictive covenants that could limit our flexibility in conducting future business activities. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our research or development programs. We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our technologies, tests or products in development or approved tests or products that we would otherwise pursue on our own. Our failure to raise capital when needed will materially harm our business, financial condition and results of operations, and may require us to seek protection under the bankruptcy laws of Israel and the United States." SAN BERNARDINO, CA: Taps Rust Consulting as Claims/Noticing Agent ----------------------------------------------------------------- City of San Bernardino, California asks the U.S. Bankruptcy Court for the Central District of California for permission to employ Rust Consulting/Omni Bankruptcy, a Division of Rust Consulting, Inc., as the claims, noticing and balloting agent. The Debtor relates that its potential creditor pool is vast, with over 200,000 people residing in the City and with over 5,000 parties expected to be on mailing matrix. Given the size of the City's mailing matrix, it would be impracticable and inefficient for the City and the Court to undertake the task of sending notices to the creditors and other parties-in-interest. Rust Omni will function as claims, noticing and balloting agent to, among other things, serve as the Court's notice agent to mail notices to the Debtor's creditors and parties. About San Bernardino San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joins two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. SAPPHIRE VP: Plan of Liquidation Declared Effective --------------------------------------------------- Sapphire VP, L.P., notified the U.S. Bankruptcy Court For The Southern District of Texas that the Effective Date of its Plan of Liquidation, occurred on July 17, 2012. As reported in the Troubled Company Reporter on July 24, 2012, the Court confirmed the Debtor's Plan dated May 31, 2012, as modified. On June 27, the Debtor requested that the Court approve the modifications to the Plan. The Debtor related that the primary reason for the filing the supplement is because SSPIBR, Ltd., an unsecured creditor and equity interest holder in the case, has requested that Article 6 of the Plan be modified to include a provision requiring that the Litigation Trustee prepare and circulate periodic status reports to creditors of the trust. The Modification must be approved before the Plan can be confirmed. A copy of the supplement is available for free at http://bankrupt.com/misc/SAPPHIREVP_planmodification.pdf The Court also said that in connection to the Plan confirmation: (i) objections to the Plan filed by Gary Leach and GT Leach Builders, LLC were withdrawn; and automatic stay is terminated to allow International Bank of Commerce to foreclose on the Sapphire Property. As reported in the TCR on June 22, 2012, the Court conditionally approved the Disclosure Statement explaining the proposed Plan dated May 31, 2012. According to the Disclosure Statement, the Plan provides for these terms: 1) Allowed administrative claims will be paid in cash in full From the Cash Infusion unless otherwise agreed; 2) Ad valorem property taxes will be paid by IBC when due; 3) the Sapphire Property will be foreclosed on by IBC or Premier Tierra for a credit against the debt equal to $28 million, plus payment of a portion of the proceeds from the "reserved litigation claims"; 4) Allowed non-insider general unsecured claims, including any claims related to condominium association dues, will be paid a pro rata share $70,000 from the ZCA Settlement Proceeds; 5) Allowed insider claims will receive specified percentages of the proceeds from reserved litigation claims up to the full amount of the allowed claim; 6) Equity interest holders will receive any funds remaining after full payment to IBC, Premier Tierra, and holders of allowed general unsecured claims and allowed insider claims. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SAPPHIRE_VP_ds.pdf About Sapphire VP Houston, Texas-based Sapphire VP, LP, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on April 2, 2012. Sapphire, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B), disclosed $64 million in assets and $42.3 million in liabilities in its schedules. The Debtor is the developer of the Sapphire Condominiums project located at South Padre Island, Texas. The Debtor in its schedules said the property is worth $35 million and secures a $32.3 million debt. Judge Richard S. Schmidt oversees the case. Melissa Anne Haselden, Esq., at Hoover Slovacek LLP, in Houston, serves as counsel to the Debtor. The petition was signed by Randall J. Davis, as manager of the Debtor's general partner. The Debtor in April 2012 filed a motion for valuation of the collateral. The Debtor and IBC agreed to abate this matter pursuant to a settlement. A related entity, Houston, Texas-based Diamond Beach VP, LP, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10175) in Brownsville on April 2, 2012. The Debtor owns the Diamond Beach Condominiums located at Galveston, Texas. IBC objected to Diamond Beach's request for joint administration with the Sapphire case. As part of a settlement, if Diamond's Chapter 11 plan is confirmed, the Debtor will withdraw this motion from consideration by the Court. Sapphire and Diamond are seeking confirmation of separate Chapter 11 plans. SEARCHMEDIA HOLDINGS: Phillip Frost Owns 10.5MM Ordinary Shares --------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Phillip Frost, M.D., and Frost Gamma Investments Trust disclosed that, as of Aug. 17, 2012, they beneficially own 10,470,024 Ordinary Shares, par value $0.0001 per share, of SearchMedia Holdings Limited, representing 34.8% of the shares outstanding. Mr. Frost previously reported beneficial ownership of 7,827,559 ordinary shares representing 33.77% of the shares outstanding as of May 2, 2012. A copy of the amended filing is available for free at: http://is.gd/gScfao About SearchMedia SearchMedia is a leading nationwide multi-platform media company and one of the largest operators of integrated outdoor billboard and in-elevator advertising networks in China. SearchMedia operates a network of high-impact billboards and one of China's largest networks of in-elevator advertisement panels in 50 cities throughout China. Additionally, SearchMedia operates a network of large-format light boxes in concourses of eleven major subway lines in Shanghai. SearchMedia's core outdoor billboard and in- elevator platforms are complemented by its subway advertising platform, which together enable it to provide a multi-platform, "one-stop shop" services for its local, national and international advertising clients. Marcum Bernstein & Pinchuk LLP, in New York, issued a "going concern" qualification on the consolidated financials statements for the year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses and has a working capital deficiency of approximately $31,000,000 at Dec. 31, 2011, which raises substantial doubt about its ability to continue as a going concern. Searchmedia Holdings reported a net loss of $13.45 million in 2011, a net loss of $46.63 million in 2010, and a net loss of $22.64 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $50.45 million in total assets, $63.90 million in total liabilities and a $13.45 million total shareholders' deficit. SHEEHAN MEMORIAL: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Sheehan Memorial Hospital 425 Michigan Avenue Buffalo, NY 14203 Bankruptcy Case No.: 12-12663 Chapter 11 Petition Date: August 24, 2012 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Carl L. Bucki Debtor's Counsel: Garry M. Graber, Esq. HODGSON, RUSS LLP The Guaranty Building, Suite 100 140 Pearl Street Buffalo, NY 14202-4040 Tel: (716) 856-4000 E-mail: ggraber@hodgsonruss.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by John C. Davis, president and chief executive officer. SIAG AERISYN: Has Until Oct. 31 to Propose Chapter 11 Plan ---------------------------------------------------------- The Hon. Shelly D. Rucker of the Bankruptcy Court for the Eastern District of Tennessee extended Siag Aerisyn, LLC's exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until Oct. 31, 2012, and Dec. 30, respectively. SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its hometown in Chattanooga, Tennessee. The Debtor manufactures wind towers essential for wind turbines as alternative energy sources. The plant is located in Chattanooga, employing roughly 84 persons. Judge Shelley D. Rucker presides over the case. Samples, Jennings, Ray & Clem, PLLC, serves as the Debtor's Chapter 11 counsel. Wormser, Kiely, Galef & Jacobs, LLP, serves as special counsel. Jerome Luggen of Cincinnati Industrial Auctioneers, Inc., was tapped as appraiser of the Debtor's equipment. The Debtor estimated up to $50 million in assets and debts. In its schedules, the Debtor disclosed $18,728,994 in total assets and $24,261,855 in total liabilities. STEREOTAXIS INC: J. Keegan and R. Messey Elected to Board --------------------------------------------------------- Stereotaxis, Inc., held its annual meeting of stockholders on Aug. 22, 2012. The stockholders elected Joseph D. Keegan and Robert J. Messey as Class II Directors to serve until the Company's 2015 Annual Meeting. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2012 was approved. The stockholders approved, by non-binding vote, executive compensation and approved the Stereotaxis, Inc., 2012 Stock Incentive Plan. About Stereotaxis Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures and markets the Epoch Solution, which is an advanced remote robotic navigation system for use in a hospital's interventional surgical suite, or "interventional lab", that the Company believes revolutionizes the treatment of arrhythmias and coronary artery disease by enabling enhanced safety, efficiency and efficacy for catheter-based, or interventional, procedures. For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis, Missouri, expressed substantial doubt about Stereotaxis' 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 reported a net loss of $32.0 million for 2011, compared with a net loss of $19.9 million for 2010. The Company's balance sheet at June 30, 2012, showed $36.61 million in total assets, $50.09 million in total liabilities and a $13.47 million total stockholders' deficit. SUNRISE SENIOR: Fitch Says Acquisition Won't Affect Ratings ----------------------------------------------------------- The announced acquisition of Sunrise Senior Living, Inc. (NYSE: SRZ) by Health Care REIT, Inc. (NYSE: HCN) has no impact on the current 'BBB' Issuer Default Rating (IDR) and Stable Rating Outlook for HCN. Fitch currently rates HCN as follows: -- IDR 'BBB'; -- $2 billion senior unsecured credit facility 'BBB'; -- $250 million Canadian dollar senior unsecured term loan 'BBB'; -- $4.8 billion senior unsecured notes 'BBB'; -- $494 million senior unsecured convertible notes 'BBB'; -- $1 billion preferred stock 'BB+'. Fitch views the Sunrise acquisition as having a neutral impact to the credit profile of HCN, as the transaction is consistent with HCN's strategy of acquiring high-quality health care assets with a mix of equity and debt capital. The acquisition is balanced by positives and negatives. On the positive side, the acquisition will increase the overall quality of the portfolio, increase the exposure to private-pay assets to 77% from 74%, and give the company access to a $2 billion embedded investment pipeline. Balancing these positives is the increase in cash flow volatility resulting from the increase in exposure to RIDEA assets to 30% of the portfolio, from 22% currently, and the inherent execution risk in raising equity post-transaction announcement. The acquisition needs to be approved by Sunrise's shareholders and if Sunrise receives a superior bid, HCN has the right to match that offer or receive a $40 million break-up fee. Fitch views the transaction as likely to close given Fitch's view that the price of $14.50 per share, a 62% premium to Sunrise's previous day closing price is a full price. If the transaction does not close on or prior to Feb. 21, 2013, HCN will have to pay an additional $50 million per quarter in consideration until the closing date of the transaction. Lastly, the pricing implies a 6% capitalization rate on projected 2013 NOI (excluding any recurring capital expenditures for which HCN will have funding responsibility), limiting potential near term returns in excess of financing costs. Fitch anticipates that HCN will access the equity market in late 2012 to fund a portion of the transaction, which carries the risk that HCN's stock price may decline in the interim. Partially mitigating this funding risk is HCN's demonstrated access to capital, having raised $3 billion of common equity, preferred equity and unsecured debt year-to-date in 2012, in addition to $4.3 billion of total capital raised in 2011. Notably, the company remains committed to funding acquisitions on a leverage neutral basis, as demonstrated by its recent issuance of 13.8 million common shares for gross proceeds of approximately $811 million to fund 3Q12 acquisitions. Under the terms of the transaction, HCN agreed to acquire all of the common stock outstanding of Sunrise Senior Living, Inc. for $14.50 per share with cash, which reflects a total real estate value (net of the management company) of approximately $1.9 billion. HCN will assume approximately $1 billion of secured debt at an average interest rate of 4.9% and will pay approximately $950 million in cash as consideration. In conjunction with a closing date expected in 1Q'13, the Sunrise management company will be spun-off as a separate entity, but will continue to manage the assets. It is expected that the management company will continue to manage the assets in other REIT portfolios under its existing agreements. Included in the acquisition are 17 wholly-owned seniors housing communities in the U.S. and 3 in Canada, as well as Sunrise's interest in joint ventures that own 105 seniors housing communities in the U.S. and U.K. The Sunrise assets are high quality with an average revenue per occupied room (RevPOR) of $7,510 and average age of eight years compared with HCN's existing portfolio RevPOR of $4,764 and average age of 13 years. As a result of the transaction, Sunrise will become HCN's second largest operator at approximately 11% of the portfolio based on investment balance. Fitch views the assets favorably given the locations in high barrier to entry markets and the high quality of the assets. HCN's leverage as measured by net debt to annualized 2Q'12 recurring EBITDA was approximately 5.9 times (x) at June 30, 2012, after adjusting for the timing of 2Q'12 acquisitions and pro forma the $811 million equity raise subsequent to quarter-end that is expected to be used to fund acquisitions. Pro forma for the Sunrise transaction assuming HCN raises approximately $1.1 billion of equity to fund the transaction, leverage is approximately 6.0x. Fixed-charge coverage is appropriate for the 'BBB' rating. Trailing 12 month fixed-charge coverage as of June 30, 2012 was 2.4x, unchanged from 2.4x in 2011 but down from 2.8x in 2010 and 3.1x in 2009. Pro forma for the Sunrise acquisition assuming HCN raises approximately $1.1 billion of equity to fund the transaction, coverage is 2.6x, which is appropriate for the rating. Fitch defines fixed-charge coverage as recurring operating EBITDA including Fitch's estimate of recurring cash distributions from unconsolidated entities less recurring capital expenditures and straight-line rent adjustments divided by total interest incurred and preferred dividends. The company's liquidity is strong pro forma for the Sunrise acquisition. Sources of liquidity (unrestricted cash, unsecured revolving credit facility availability and projected retained cash flows from operating activities after dividends) divided by uses of liquidity (debt maturities, projected recurring capital expenditures and projected development expenditures) was 1.4x for the period July 1, 2012 to Dec. 31, 2014. Liquidity coverage would be 0.7x in a stressed scenario whereby HCN uses the credit facility to fund the equity portion of the acquisition, which would be weak for the 'BBB' IDR. HCN also has adequate contingent liquidity due to the presence of a large unencumbered property pool. Fitch estimates that unencumbered assets (unencumbered annualized 2Q'12 net operating income [NOI] divided by a stressed 9% cap rate) to unsecured debt is approximately 2.0x pro forma for the Sunrise acquisition, which is appropriate for the 'BBB' rating. The two-notch differential between HCN's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB'. Based on Fitch research titled 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis', these preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. The following factors may result in positive momentum in the ratings and/or Rating Outlook: -- Fixed-charge coverage sustaining above 3.0x (fixed charge coverage is 2.6x as of June 30, 2012 pro forma for the Sunrise acquisition) -- Leverage sustaining below 5.0x (leverage is 6.0x as of June 30, 2012 pro forma for the Sunrise acquisition); -- Unencumbered assets-to-unsecured debt sustaining above 3.0x (unencumbered annualized 2Q'12 NOI divided by a stressed 9% cap rate to unsecured debt was 2.0x as of June 30, 2012 pro forma the Sunrise acquisition). The following factors may result in negative momentum in the ratings and/or Rating Outlook: -- Fixed-charge coverage sustaining below 2.5x; -- Leverage sustaining above 6.0x; -- Deteriorating tenant/operator cash flow coverage of rent; -- Unencumbered assets-to-unsecured debt sustaining below 2.0x; -- A base case liquidity coverage ratio sustaining below 1.0x. SUPERIOR PLUS: DBR Confirms 'BB(high)' Issuer Rating ---------------------------------------------------- DBRS has confirmed the Issuer Rating on Superior Plus LP (Superior or the Company) at BB (high) and the Instrument Ratings of the Senior Secured Notes and Senior Unsecured Debentures issued by Superior at BB (high) and BB (low), respectively. Trends on all the ratings are Stable. Pursuant to DBRS's leveraged finance rating methodology, the recovery ratings of RR3 and RR6 on the above-noted securities are confirmed. Superior is a 99.9%-owned subsidiary of Superior Plus Corporation (SP-Corp), which was converted from an income fund at year-end 2008 and is listed in the Toronto Stock Exchange. As SP-Corp has no other operating business, Superior's business cash flow is used to support all consolidated debt. Hence, we have assessed the consolidated financial metrics and liquidity in determining Superior's financial risk profile. The Company has been acquisitive in the past as it sought to grow its revenue, geographic reach and customer base. However, performance of the acquired companies have been below expectation, largely as a result of the slow economic recovery and housing starts in North American since the recession in 2009, occasional impact of unusually warm winters that reduce demand of propane and heating oil, as well as the more intense competition in the Energy Services (ES) and Construction Product Distribution (CPD) segments in the U.S. compared to the Canadian home markets. In addition, the sodium chlorate production within the Company's Specialty Chemicals (SC) division is mainly sold to the pulp and paper industry, which is facing fundamental decline in demand in North America. We expect the headwinds facing Superior's businesses in North America to persist and limit future volume growth prospects. The slower-than-expected growth in earnings and cash flow and the increased debt level to finance these acquisitions have combined to result in materially weaker debt coverage metrics since 2007 to levels that DBRS considers weak for the current BB (high) rating. Adjusted debt-to-EBITDA peaked in 2010 at 5.9 times (x), while cash flow- to-debt weakened to 11%. These metrics have begun to improve since then as the economic conditions slowly recover to 4.5x and 16%, respectively, for the last 12 months ended June 30, 2012. DBRS notes that Superior has adopted a number of measures to improve its financial risk profile following the appointment of the new CEO, Mr. Luc Desjardin, in November 2011. These measures focus mainly on (1) reviewing operations to improve efficiency and reduce operating costs, (2) reducing working capital requirement and stabilizing the enterprise resource planning system installed since April 2010 and (3) conserving cash flow for deleveraging by reducing dividend payments and more focused capex spending. Management has publicly stated its intention to apply its free cash flow toward repayment of outstanding credit facility drawdown until the Company reaches its target of lowering its unadjusted total debt-to-EBITDA to the low end of the 3.5x to 4.0x range and maintain that in the medium term. The efforts have so far led to the notable debt reduction of almost $200 million during the first half of 2012, which contributed to the aforementioned improvements in financial metrics. Given the slow revenue growth prospects, we believe that the Company's ability to sustain these efficiencies and deleveraging efforts as an important driver of financial metrics and future rating trend. Specifically, DBRS estimates that it would possibly take two more years before these metrics improve to return to their 2007 levels of 3.5x and 22%, respectively, which we consider more consistent with a low- investment-grade financial risk profile. SP-Corp's liquidity remains reasonable. After the full redemption of the $175 million of 5.75% convertible subordinated debentures in early August 2012, scheduled debt repayments will be modest, averaging less than $100 million each year until 2015, when the credit facility expires in June and the $74 million convertible debentures mature in October. The Company relies substantially on the $570 million credit facility ($317 million available as at June 30, 2012) and its annual operating cash flow of about $200 million for liquidity. This is more than adequate to cover the projected capital expenditure and its reduced dividend level and allow gradual and steady deleveraging in the coming years. Superior's overall business risk profile is supported by its leading market position in Canadian propane distribution and sodium chlorate production and by the diversity provided by other businesses, which reduce its dependence on the North American markets and to specific customer segments. Business volumes in the ES and SC divisions have been steady, albeit slow-growing. Although prices of the distributed products could fluctuate, Superior is able to generate a steady revenue base as it typically earns a fixed-dollar margin over product and transportation costs in ES's propane and refined fuel distribution business, while a material proportion of SC's sodium chlorate sales are covered by contractual arrangements. The increasing contribution of chloralkali products in the SC division should improve business diversity and reduce the division exposure to the pulp and paper industry. DBRS considers the business risk profile of the Company's smaller CPD business materially weaker than those of the other segments. The CPD market is fragmented with intense competition, largely based on price, service and customer relationship, with a generally low barrier to entry. Demand is also cyclical and dependent upon general economic conditions and housing starts. As the North American economic recovery and housing starts (in particular those in the U.S.) remain slow since the recession in 2009, discounts in sales have been common, resulting in materially lower operating margins. Operating margins in ES have weakened since 2010 as Superior expanded in the more competitive, albeit larger, U.S. markets through acquisitions. In view of the above, we believe that significant material increase of the higher-risk CPD market business or further expansion of the ES business in the U.S. could further weaken Superior's overall business risk profile and pressure the ratings. The Stable trend on the ratings reflect DBRS's view that, given that the current financial metrics are weak for the rating, it will take sustained management effort and more time before they return to levels supportive of a low-investment-grade financial risk profile, despite the recent improvements. On the other hand, we expect that, given their publicly stated intention to delever, management will continue its efforts to prevent deterioration of the Company's financial profile, as happened in the years leading to 2010. The ratings firm also expects industry fundamentals, Superior's business mix and overall business risk profile to remain largely unchanged in the medium term. TOWER OAKS: Bankruptcy Judge Dismisses Chapter 11 Case ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maryland, at a hearing held Aug. 8, 2012, ruled that the Chapter 11 case of Tower Oaks Boulevard, LLC is dismissed. As reported in the Troubled Company Reporter on June 15, 2012, CWCapital Asset Management LLC asked the Court to convert the Debtor's cases to one under Chapter 7 of the Bankruptcy Code. CWCapital acts as special servicer for U.S. Bank National Association, as trustee, as successor-in-interest to Bank of America, N.A., as trustee for the Registered Holders of COBALT CMBS Commercial Mortgage Trust 2007-C2, Commercial Mortgage Pass- Through Certificates, Series 2007-C2. Brent W. Procida, Esq., at Venable LLP, the attorney for CWCapital, said that the Debtor has not filed a plan or disclosure statement. The Debtor failed to file operating reports for the first six months of the case. After a status conference in July 2011, the Court ordered the case to be converted if all operating statements had not been filed by Aug. 30, 2011. On Aug. 30, 2011, the Debtor filed reports for May through July 2011 and has not filed a single report since. The operating reports are now nine months in arrears. Mr. Procida noted that the Debtor is not currently represented by a Chapter 11 counsel. The Debtor's original counsel, Cohen, Baldinger & Greenfeld, LLC, had their appearance struck by court order dated Dec. 29, 2011. Although the firm of Bregman, Berbert, Schwartz & Gilday, LLC, still represents the Debtor as special counsel, their engagement was limited. According to Mr. Procida, despite failing to properly engage any other counsel, pleadings demonstrate that the Debtor is employing at least two additional law firms without court approval. Since January 2012, Hughes & Bentzen, PLLC, has filed documents on behalf of the Debtor in a related adversary proceeding. Gleason, Flynn, Emig & Fogelman appeared at foreclosure sale of behalf of the Debtor in November 2012 and has filed pleadings on behalf of the Debtor in the Circuit Court for Montgomery County. Neither firm has obtained court order authorizing employment. The Debtor is a single asset entity which owns an office building at 2701 Tower Oaks Boulevard, Rockville, Maryland. The building was sold to the SPE Noteholder, a subsidiary of the Trust, at a foreclosure auction on Nov. 28, 2011. Ratification of the sale is pending. The building is vacant, Mr. Procida says. The Debtor has not paid any taxes on the building despite its refusal to turnover possession to the noteholder. The Real Property Consolidated Tax Bill showing that the Trust has advanced $105,344.21 for 2011 property taxes. The Debtor's Statement of Financial Affairs lists a $7,000 payment to John D. Buckingham, its principal owner, for management fees on Dec. 31, 2010. However, his son, David T. Buckingham, was appointed guardian of John D. Buckingham on Oct. 25, 2010, due to the elder Buckingham's advanced dementia. The SOFA list numerous additional disbursements to the children of John D. Buckingham, including reimbursement of travel expenses, reimbursement of legal fees, and one payment brazenly labeled "cash withdrawal". The disclosed prepetition disbursements to insiders total over $22,000. The Debtor never obtained authority to use cash collateral, yet the few operating statements that have been filed show thousands of dollars of cash collateral being disbursed, including reimbursements for "travel expenses". The largest account receivable listed is from an affiliated company, Sun Control Systems, Inc, and appears to be the subject of a family dispute. The Debtor has also indicated that it has potential claims against Virginia Commerce Bank. According to Mr. Procida, the Debtor is holding cash. In connection with a summary ejectment action in the District Court of Maryland for Montgomery County, the Debtor's former tenant Ronald Cohen Investments, Inc., deposited $62,930.12 with the registry of the Rent Court. The Rent Court later sent the Rent Escrow by check to BBS&G, counsel to the Debtor in the ejectment action. According to Mr. Daniel Rigterink of BBS&G, these funds were deposited in the Debtor-in-Possession bank account at the direction of Philip McNutt of Hughes & Bentzen. The Debtor, Mr. Procida stated, has no employees and nothing to reorganize. Its primary asset is a building which is the subject of a foreclosure action. The Debtor has resisted the secured creditor's attempts to install a professional property manager as receiver and instead allowed a potential Class A office building to sit vacant and overgrown. The few filed operating reports openly admit to the unauthorized use of cash collateral, says Mr. Procida. "Such use is plainly harmful to the SPE Noteholder since it has an undisputed security interest in all of the Debtor's cash income," Mr. Procida adds. "The Debtor's failure to pay taxes and inability to pay future taxes is clear cause for conversion. Lastly, additional non- enumerated cause exists based on the Debtor's failure to obtain new Chapter 11 counsel and its repeated use of unapproved law firms in open disregard of Section 327(a) of the Bankruptcy Code," Mr. Procida states. There are several recovery actions and questionable transactions which would best be investigated by an active Chapter 7 Trustee, Mr. Procida says. The SOFA lists over $22,000 of disbursements to insiders prior to the bankruptcy. The potential misappropriation resulting from leasing a large portion of the property to an affiliated company and failing to collect rent should be investigated, as well as potential actions against other former tenants. The source of the funds used to pay the two unauthorized law firms representing the Debtor should receive a vigorous review from an independent Trustee. These firms should be compelled to disgorge the payments they have received if the funds used were in any way property of the estate. The Debtor has several properly retained law firms with approved fees that currently stand to go unpaid. The Virginia Commerce Claims should also be investigated. The funds in the Debtor-in-Possession account, including the Rent Escrow, are subject to the SPE Noteholder's security interest and are at high risk for being disbursed beyond recovery in the absence of a Trustee. About Tower Oaks Boulevard Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and operates the commercial property identified as 2701 Tower Oaks Boulevard. It filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 11-12413) on Feb. 8, 2011. Bregman, Berbert, Schwartz & Gilday, LLC, serves as its special counsel. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliate Sun Control Systems, Inc., filed a separate Chapter 11 petition (Bankr. D. Md. Case No. 10-37991) on Dec. 13, 2010. W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not appointed an official committee of unsecured creditors in the Debtors' cases. TOWER OAKS: Taps Christopher Fogleman on Foreclosure Proceedings ---------------------------------------------------------------- Tower Oaks Boulevard, LLC, asks the U.S. Bankruptcy Court for the District of Maryland for permission to employ Christopher C. Fogleman, Esq, and Gleason, Flynn, Emig & Fogleman, Chartered, as special counsel, effective July 17, 2012. Gleason will represent the Debtor in foreclosure proceedings in the Circuit Court for Montgomery County, Maryland. The Debtor has previously employed the firm of Bregman, Berbert, Schwartz & Gilday, LLC to handle specific landlord-tenant matters related to the Debtor's (former) tenant Ronald Cohen Investments, Inc. and is also seeking the employment of Hughes & Bentzen, PLLC as general counsel to the Debtor on bankruptcy matters, including the formulation and prosecution of a plan of reorganization. While there may be some necessary coordination with Hughes & Bentzen, Gleason, will endeavor to avoid any unnecessary duplication. Mr. Fogleman, partner at Gleason, tells the Court that the hourly mates of the firm's personnel range from $325/hour for partners, $225/hour. for associates, and $100/hour for paralegals. Mr. Fogleman assures the Court that the firm is "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Tower Oaks Boulevard Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and operates the commercial property identified as 2701 Tower Oaks Boulevard. It filed for Chapter 11 bankruptcy protection on (Bankr. D. Md. Case No. 11-12413) Feb. 8, 2011. Bregman, Berbert, Schwartz & Gilday, LLC, serves as its special counsel. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliate Sun Control Systems, Inc., filed a separate Chapter 11 petition on December 13, 2010 (Bankr. D. Md. Case No. 10-37991). W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not appointed an official committee of unsecured creditors in the Debtors' cases. TOWER OAKS: Wants to Hire Hughes & Bentzen as Bankruptcy Counsel ---------------------------------------------------------------- Tower Oaks Boulevard, LLC, asks the U.S. Bankruptcy Court for the District of Maryland for permission to employ Hughes & Bentzen, PLLC as counsel. Philip J. McNutt, managing partner at Hughes & Bentzen tells the Court that the hourly rates of the firm's personnel range from $425/hour for partners, $250/hour for associates, and $80/hour for paralegals. Mr. McNutt assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Tower Oaks Boulevard Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and operates the commercial property identified as 2701 Tower Oaks Boulevard. It filed for Chapter 11 bankruptcy protection on (Bankr. D. Md. Case No. 11-12413) Feb. 8, 2011. Bregman, Berbert, Schwartz & Gilday, LLC, serves as its special counsel. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliate Sun Control Systems, Inc., filed a separate Chapter 11 petition (Bankr. D. Md. Case No. 10-37991) on Dec. 13, 2010. W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not appointed an official committee of unsecured creditors in the Debtors' cases. TRANS-LUX CORP: Henry Hackel Discloses 4.9% Equity Stake -------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Henry Hackel disclosed that, as of July 2, 2012, he beneficially owns 1,273,045 shares of common stock of Trans-Lux Corporation representing 4.99% of the shares outstanding. The Hackel Family Associates beneficially owns 847,295 common shares. Mr. Hackel previously reported beneficial ownership of 425,750 common shares or a 9.1% equity stake as of Nov. 14, 2011. A copy of the amended filing is available for free at: http://is.gd/4CBLnY About Trans-Lux Corporation Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a designer and manufacturer of digital signage display solutions for the financial, sports and entertainment, gaming and leasing markets. The Company reported a net loss of $1.42 million in 2011, compared with a net loss of $7.03 million in 2010. The Company's balance sheet at March 31, 2012, showed $26.72 million in total assets, $24.45 million in total liabilities, $6.13 million in redeemable convertible preferred stock, and a $3.86 million total stockholders' deficit. TRIBUNE CO: Cablevision Blacks Out Tribune Stations Over Fee Spat ----------------------------------------------------------------- Cablevision Systems Corp. blacked out WPIX and other stations owned by Tribune Co., accusing the company of "anti-consumer" demands in its negotiations about fees, according to an August 17 report by The Star-Ledger-NJ.com. Cablevision said Tribune and a group of investors, including Oaktree Capital Management LP and Angelo Gordon & Co., are asking for tens of millions of dollars in new fees for WPIX and other stations, the report said. Tribune's WPIX and stations including WCCT and WPHL were blacked out from Bethpage, New York-based Cablevision services. It's the second blackout in about four months for Tribune after DirecTV pulled out 23 of the company's local outlets for four days in April, according to the report. In a statement, Tribune said the New York-area cable provider pulled the stations "while in the middle of negotiations." "Cablevison took this action despite our offer of an unconditional extension of the current carriage agreement with no change in terms while negotiations continued," Tribune said. "Tribune never made any threat to withdraw these stations or any demand that Cablevision remove them," the company said. The company further said the action by Cablevision is "unfortunate and is designed to mislead their subscribers who rely on Tribune's local stations." About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. Before it formally emerges from bankruptcy, Tribune must still get approval from the Federal Communications Commission on new broadcast licenses and waivers for overlapping ownership of television stations and newspapers in certain markets. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Bank Debt Trades at 25% Off in Secondary Market ----------------------------------------------------------- Participations in a syndicated loan under which Tribune Co. is a borrower traded in the secondary market at 74.53 cents-on-the- dollar during the week ended Friday, Aug. 24, an increase of 0.49 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2014. The loan is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. Before it formally emerges from bankruptcy, Tribune must still get approval from the Federal Communications Commission on new broadcast licenses and waivers for overlapping ownership of television stations and newspapers in certain markets. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRUSTWORTHY RADIO: Files for Chapter 11 Bankruptcy in Utah ---------------------------------------------------------- David Dunkle at The Patriot-News reports Trustworthy Radio LLC has filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The report notes Chapter 11 allows co-owner Bruce Collier, who serves as general manager, and partner Joseph L. Green to keep creditors at bay while they structure a reorganization plan under a bankruptcy judge's supervision. "The IRS had begun to levy our bank accounts, and I can't operate like that," the report quotes Mr. Collier as saying. "It was clear that if we didn't do something, it was going to be nighty night." Trustworthy Radio operates a radio station in Cumberland County's, Utah. TVGA ENGINEERING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: TVGA Engineering, Surveying, P.C. dba TVGA Consultants dba Accident Reconstruction Plus dba Lockwood Geospatial Services 620 Main Street Buffalo, NY 14202 Bankruptcy Case No.: 12-12665 Chapter 11 Petition Date: August 24, 2012 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Michael J. Kaplan Debtor's Counsel: Daniel F. Brown, Esq. ANDREOZZI, BLUESTEIN, FICKESS, MUHLBAUER WEBER, BROWN, LLP 333 International Drive, Suite B-4 Williamsville, NY 14221 Tel: (716) 633-3200 Fax: (716) 633-0301 E-mail: dfb@abfmwb.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nywb12-12665.pdf The petition was signed by Edward M. Schiller, principal. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Edward M. Schiller 12-12664 08/24/12 TXU CORP: Bank Debt Trades at 33% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 66.90 cents-on-the-dollar during the week ended Friday, Aug. 24, an increase of 3.97 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2017, and carries Moody's Caa1 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's balance sheet at Dec. 31, 2011, showed $44.07 billion in total assets, $51.83 billion in total liabilities, and a $7.75 billion total deficit. Energy Future had a net loss of $1.91 billion on $7.04 billion of operating revenues for the year ended Dec. 31, 2011, compared with a net loss of $2.81 billion on $8.23 billion of operating revenues during the prior year. * * * In late January 2012, Moody's Investors Service changed the rating outlook for Energy Future Holdings Corp. (EFH) and its subsidiaries to negative from stable. Moody's affirmed EFH's Caa2 Corporate Family Rating (CFR), Caa3 Probability of Default Rating (PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1 senior secured rating for Oncor. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited flexibility. EFH's capital structure is complex and, in our opinion, untenable which calls into question the sustainability of the business model and expected duration of the liquidity reserves. TXU CORP: Bank Debt Trades at 27% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 73.29 cents-on-the-dollar during the week ended Friday, Aug. 24, an increase of 4.49 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's balance sheet at Dec. 31, 2011, showed $44.07 billion in total assets, $51.83 billion in total liabilities, and a $7.75 billion total deficit. Energy Future had a net loss of $1.91 billion on $7.04 billion of operating revenues for the year ended Dec. 31, 2011, compared with a net loss of $2.81 billion on $8.23 billion of operating revenues during the prior year. * * * In late January 2012, Moody's Investors Service changed the rating outlook for Energy Future Holdings Corp. (EFH) and its subsidiaries to negative from stable. Moody's affirmed EFH's Caa2 Corporate Family Rating (CFR), Caa3 Probability of Default Rating (PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1 senior secured rating for Oncor. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited flexibility. EFH's capital structure is complex and, in our opinion, untenable which calls into question the sustainability of the business model and expected duration of the liquidity reserves. UTSTARCOM HOLDINGS: To Hold 2012 Annual Meeting on Sept. 28 ----------------------------------------------------------- UTStarcom Holdings Corp.'s 2012 Annual Meeting of Shareholders will be held on Friday, Sept. 28, 2012, at 1:00 p.m., local Beijing time. The meeting will be held at UTStarcom's offices located at 52-2 Building, BDA International Enterprise Avenue, No. 2 Jingyuan North Street, Beijing 100176, China. Shareholders of record as of the close of business on Aug. 24, 2012, are entitled to receive notice of and vote at the 2012 Annual Meeting of Shareholders. In accordance with the requirements for advance notice set forth in UTStarcom's Amended and Restated Articles of Association, in order for a shareholder proposal or a director nomination to be considered timely, that proposal or nomination must be received by the Corporate Secretary by the close of business on Sept. 3, 2012. All proposals or nominations should be sent to the attention of the Corporate Secretary at UTStarcom Holdings Corp., 52-2 Building, BDA International Enterprise Avenue, No. 2 Jingyuan North Street, Beijing 100176, China. Those proposals or director nominations must comply with Article 65(e) or Article 65(i) of the Articles, respectively. About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. The Company had income of $11.77 million in 2011, following a net loss of $65.29 million in 2010, and a net loss of $225.70 million in 2009. The Company's balance sheet at June 30, 2012, showed $538.42 million in total assets, $285.15 million in total liabilities and $253.27 million in total equity. VIKING SYSTEMS: Enters Into New Executive Agreements ---------------------------------------------------- On Aug. 6, 2008, Viking Systems, Inc., entered into change of control agreements with John "Jed" Kennedy, the Company's then- President and Chief Operating Officer and current President and Chief Executive Officer, and Robert Mathews, the Company's Executive Vice President and Chief Financial Officer. On Aug. 23, 2012, the Company, on the one hand, and each of Mr. Kennedy and Mr. Mathews, on the other hand, entered into new Executive Agreements to make certain changes to comply with applicable tax law and to ensure that each of Mr. Kennedy and Mr. Mathews is protected against any adverse consequences if the Executive Agreements are determined not to comply with applicable tax law. The Executive Agreements, which are substantially the same, provide each executive with certain separation benefits in the event of a "Change of Control," as that term is defined in the Executive Agreements, of the Company followed by an involuntary separation, other than for "Cause," as that term is defined in the Executive Agreements, or for disability, or a termination by the executive for "Good Reason," as that term is defined in the Executive Agreements. Under each respective Executive Agreement, if at any time during the two-year period following a Change of Control, the executive is terminated other than for Cause or for disability, or if the Executive Agreement is terminated by the executive for Good Reason, the executive will receive: * a lump sum in cash within 10 days after the date of receipt of a written notice of termination consisting of the aggregate of the following amounts: () to the extent not theretofore paid, the executive's base salary through the Date of Termination at the rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the two year period preceding the Change of Control; () the product of (x) the higher of the annual bonuses, if any, paid to the executive for the two full fiscal years prior to the Change of Control and (y) the fraction obtained by dividing (i) the number of days between the Date of Termination and the last day of the last full fiscal year and (ii) 365; () the sum of (x) the Highest Base Salary and (y) the Recent Bonus; and () in the case of compensation previously deferred by the executive, all amounts previously deferred and not yet paid by the Company; * health and welfare benefits for 18 months after the Date of Termination, for the executive and/or the executive's family at least equal to those benefits as would have been provided to them in accordance with the plans, programs, and polices described in the agreement; * in lieu of providing health insurance benefits, the Company may, in its sole discretion, make a monthly cash payment, payable on the fifth day of each month following the Date of Termination during the eighteen-month period following the Date of Termination, equal to 1.75 times the average monthly cost subsidized by the Company to provide health insurance benefits to the executive and/or the executive's family during the 12 months prior to the Date of Termination; and * if applicable, for the purposes of eligibility for retiree benefits, if any, pursuant to such plans, programs and policies, the executive shall be considered to have remained employed until the end of the Employment Period, as defined in the Executive Agreement, and to retire on the last day of that period. About Viking Systems Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB: VKNG.OB) -- http://www.vikingsystems.com/-- is a developer, manufacturer and marketer of visualization solutions for complex minimally invasive surgery. The Company partners with medical device companies and healthcare facilities to provide surgeons with proprietary visualization systems enabling minimally invasive surgical procedures, which reduce patient trauma and recovery time. Viking Systems reported a net loss applicable to common shareholders of $2.92 million in 2011, compared with a net loss applicable to common shareholders of $2.43 million in 2010. The Company's balance sheet at June 30, 2012, showed $4.71 million in total assets, $3.10 million in total liabilities and $1.61 million in total stockholders' equity. * Tropical Storm Isaac Closes Courthouses in 5th Circuit -------------------------------------------------------- With Tropical Storm Isaac now on track to pass southwest of New Orleans early Wednesday morning, all offices of the Fifth Circuit Court of Appeals will be closed Tuesday and Wednesday, August 28 and 29. The U.S. District Court as well as the U.S. Bankruptcy Court for the Eastern District of Louisiana will be closed on Tuesday and Wednesday, August 28 and 29 due to the storm. The U.S. District Court and the U.S. Bankruptcy Court for the Middle District of Louisiana closed Monday afternoon, August 27 and is scheduled to reopen Thursday morning, August 30, 2012. In the Southern District of Mississippi, the Gulfport division will close Tuesday and Wednesday, August 28 and 29. On Monday, as Tropical Storm Isaac made its way west across Florida and into the Gulf of Mexico, the U.S. District Court for the Southern District of Florida closed federal courthouses in Key West, Miami, Fort Lauderdale and West Palm Beach for Monday, August 27, citing concerns for the safety of jurors, the public and Court personnel. Those courthouses will reopen when public schools in those counties reopen or until further order of Chief United States District Judge Federico A. Moreno. In the Middle District of Florida, the Fort Myers division closed Monday due to Tropical Storm Isaac. Earlier, it had been announced that no court proceedings will be held in the district's Tampa courthouse during the week of the Republican National Convention. An Administrative Order has been entered designating the Judge Roy B. Dalton, Jr. and Magistrate Judge David A. Baker, both resident in the Orlando Division of the court, as the district and magistrate judges responsible for any Tampa matters arising from August 25 through September 1, 2012 Check the courts' Web sites for updates on re-openings. * Nine Mintz Levin Bankruptcy Attorneys Lauded ---------------------------------------------- Sixty attorneys from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. were recently selected by their peers for inclusion in the 2013 edition of The Best Lawyers in America(R). The firm's Bankruptcy, Restructuring & Commercial Law Section received the honor of "Top-Listed in Massachusetts." This designation indicates that Mintz Levin had the highest number of Massachusetts attorneys named to Best Lawyers' "Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law" list. Since it was first published in 1983, Best Lawyers has become universally regarded as the definitive guide to legal excellence. Best Lawyers is based on an exhaustive peer-review survey in which more than 36,000 leading attorneys cast almost 4.4 million votes on the legal abilities of other lawyers in their practice areas. Corporate Counsel magazine has called Best Lawyers "the most respected referral list of attorneys in practice." Mintz Levin attorneys A. Boston: Daniel S. Bleck - Bankruptcy and Creditor-Debtor Rights/Insolvency and Reorganization Law Elizabeth B. Burnett - Bankruptcy and Creditor-Debtor Rights/Insolvency and Reorganization Law; Commercial Litigation William W. Kannel - Bankruptcy and Creditor-Debtor Rights/Insolvency and Reorganization Law Litigation - Bankruptcy Richard E. Mikels - Bankruptcy and Creditor-Debtor Rights/Insolvency and Reorganization Law; Litigation - Bankruptcy Paul J. Ricotta - Bankruptcy and Creditor-Debtor Rights/Insolvency And Reorganization Law; Litigation - Bankruptcy Kevin J. Walsh - Bankruptcy and Creditor-Debtor Rights/Insolvency and Reorganization Law B. New York: Robert I. Bodian - Commercial Litigation; Litigation - Banking & Finance; Litigation - Bankruptcy; Litigation ? Labor & Employment; Litigation - Securities Stuart Hirshfield - Bankruptcy and Creditor-Debtor Rights/Insolvency and Reorganization Law; Litigation - Bankruptcy C. San Diego: Jeffry A. Davis - Bankruptcy and Creditor-Debtor Rights/Insolvency and Reorganization Law; Litigation - Bankruptcy About Mintz Levin The lawyers of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo specialize in such areas as antitrust, communications, employment and labor, and intellectual property law. Overall, the firm has about 450 lawyers in more than half a dozen offices in the US and the UK. Clients range from individual entrepreneurs to governmental agencies to FORTUNE 500 companies. Along with its law practices, the firm has established affiliated consulting practices, ML Strategies and Mintz Levin Financial Advisors, that counsel clients on project management, technology outsourcing, financial planning and investment banking, and government relations. Mintz Levin was founded in 1933. * Large Companies With Insolvent Balance Sheet ---------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 127.2 (3.2) 14.0 ADVANCED BIOMEDI ABMT US 0.2 (1.9) (1.5) AK STEEL HLDG AKS US 3,901.0 (360.6) 129.6 AMC NETWORKS-A AMCX US 2,173.4 (959.1) 542.5 AMER AXLE & MFG AXL US 2,441.2 (394.7) 169.7 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERISTAR CASINO ASCA US 2,058.5 (28.0) 42.5 AMYLIN PHARM INC AMLN US 1,998.7 (42.4) 263.0 ARRAY BIOPHARMA ARRY US 120.0 (78.8) 28.4 ATLATSA RESOURCE ATL SJ 920.8 (233.7) 20.0 AUTOZONE INC AZO US 6,148.9 (1,416.8) (623.1) BOSTON PIZZA R-U BPF-U CN 166.1 (91.7) (1.5) CABLEVISION SY-A CVC US 6,991.7 (5,641.6) (286.1) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHENIERE ENERGY CQP US 1,873.0 (442.2) 117.0 CHOICE HOTELS CHH US 857.7 (11.2) 402.1 CIENA CORP CIEN US 1,928.6 (41.1) 924.4 CINCINNATI BELL CBB US 2,702.7 (696.2) (52.8) CLOROX CO CLX US 4,355.0 (135.0) (685.0) DEAN FOODS CO DF US 5,553.1 (3.1) 185.6 DELTA AIR LI DAL US 44,720.0 (1,135.0) (6,236.0) DENNY'S CORP DENN US 328.9 (2.8) (20.3) DIRECTV-A DTV US 19,632.0 (4,045.0) 520.0 DOMINO'S PIZZA DPZ US 424.6 (1,369.1) 52.9 DUN & BRADSTREET DNB US 1,795.6 (821.9) (655.6) E2OPEN INC EOPN US 29.7 (34.5) (32.5) ELOQUA INC ELOQ US 37.5 (9.6) (14.2) FAIRPOINT COMMUN FRP US 1,877.4 (184.4) 51.6 FIESTA RESTAURAN FRGI US 286.0 2.6 (14.7) FIFTH & PACIFIC FNP US 900.5 (175.5) 130.9 FREESCALE SEMICO FSL US 3,499.0 (4,498.0) 1,374.0 GENCORP INC GY US 874.0 (171.3) 47.3 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 78.3 (25.8) 56.9 GOLD RESERVE INC GRZ US 78.3 (25.8) 56.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HCA HOLDINGS INC HCA US 27,132.0 (6,943.0) 1,690.0 HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) INCYTE CORP INCY US 312.0 (217.2) 154.4 INFINITY PHARMAC INFI US 113.0 (3.4) 70.2 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE US 1,543.0 (527.2) (481.0) JUST ENERGY GROU JE CN 1,543.0 (527.2) (481.0) LIMITED BRANDS LTD US 6,616.0 (131.0) 1,526.0 LIN TV CORP-CL A TVL US 839.2 (51.8) 52.7 LORILLARD INC LO US 2,576.0 (1,568.0) 881.0 MARRIOTT INTL-A MAR US 6,007.0 (1,124.0) (1,287.0) MERITOR INC MTOR US 2,555.0 (933.0) 279.0 MERRIMACK PHARMA MACK US 64.4 (43.6) 21.0 MONEYGRAM INTERN MGI US 5,185.1 (116.1) (35.3) MORGANS HOTEL GR MHGC US 545.9 (110.1) (7.0) MPG OFFICE TRUST MPG US 2,061.5 (827.9) - NATIONAL CINEMED NCMI US 794.2 (354.5) 95.8 NAVISTAR INTL NAV US 11,384.0 (407.0) 1,658.0 NB MANUFACTURING NBMF US - (0.0) (0.0) NEXSTAR BROADC-A NXST US 566.3 (170.6) 40.2 NPS PHARM INC NPSP US 186.9 (45.3) 130.3 NYMOX PHARMACEUT NYMX US 6.4 (5.2) 2.9 ODYSSEY MARINE OMEX US 22.4 (29.5) (26.9) OMEROS CORP OMER US 10.1 (20.5) (8.7) PALM INC PALM US 1,007.2 (6.2) 141.7 PDL BIOPHARMA IN PDLI US 259.8 (161.1) 144.3 PEER REVIEW MEDI PRVW US 1.2 (3.8) (3.8) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PRIMEDIA INC PRM US 208.0 (91.7) 3.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 454.5 (29.8) 60.7 REGAL ENTERTAI-A RGC US 2,306.3 (542.3) 62.5 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) REVLON INC-A REV US 1,173.9 (665.6) 177.8 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL SBH US 1,813.5 (202.0) 449.5 SINCLAIR BROAD-A SBGI US 2,160.2 (66.3) (1.4) TAUBMAN CENTERS TCO US 3,096.1 (295.3) - TEMPUR-PEDIC INT TPX US 865.5 (12.1) 258.9 THERAPEUTICS MD TXMD US 1.5 (3.4) (1.3) THRESHOLD PHARMA THLD US 86.3 (51.4) 71.2 UNISYS CORP UIS US 2,397.9 (1,190.0) 463.1 VECTOR GROUP LTD VGR US 885.7 (119.5) 248.2 VERISIGN INC VRSN US 1,942.0 (59.2) 858.0 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WTW US 1,193.6 (1,784.6) (259.9) ZAZA ENERGY CORP ZAZA US 255.8 (24.3) 3.7 ********* 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, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2012. 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 ***